General Terms of Service

Preamble

ARKANE, a French single-member limited liability company (SARL à associé unique) with a share capital of EUR 1,000, registered with the Lyon Trade and Companies Register (RCS) under number 888 755 766, EU VAT number FR 83 888 755 766, whose registered office is located at 55 ter avenue René Cassin, 69009 Lyon, France, doing business under the trade name "Arkane Cloud" (hereinafter "Arkane Cloud"), provides cloud computing services specialized in GPU-accelerated computing, artificial intelligence inference and data storage.

These General Terms of Service (hereinafter the "GTS") govern the Customer's access to and use of the Services, as defined below.

The Services are reserved exclusively for professionals within the meaning of the French Consumer Code (Code de la consommation), acting for the purposes of their business.

Any order entails unreserved acceptance of the GTS in the version in force on the date of the order.

Part I: General Provisions

Article 1: Definitions

"Customer": any legal or natural person acting for professional purposes, holding an Account and having subscribed to one or more Services.

"Account": the customer space created on the Console enabling the subscription to, administration and monitoring of the Services.

"Console": the web interface and administration API made available by Arkane Cloud.

"Services": the services provided by Arkane Cloud, described in the Specific Terms and the Documentation, in particular: (i) CPU and GPU Instances, on-demand (Appendix A); (ii) Inference Services (Appendix B); (iii) Serverless Services (Appendix C) (iv) Storage Services (Appendix D), as well as any other new service offered by Arkane Cloud that may subsequently be added hereto. The subscribed Services are those activated by the Customer from the online Console.

"Specific Terms": the terms specific to each family of Services, set out in Appendices A to D hereto, which supplement and, where applicable, derogate from the GTS, as well as any other specific terms that Arkane Cloud may append hereto for any new Service.

"Documentation": all information and materials made available by Arkane Cloud describing the Services, their characteristics, their prerequisites, their limitations, their terms of use, their service levels, their security measures, their export formats and interfaces, as well as the versions, licenses and restrictions applicable to third-party models, software or components.

"Usage Data": the technical, telemetry, performance, consumption, billing, security and support data generated by the use of the Services, excluding Customer Content and Outputs.

"Customer Content": all data, content, software, models and information stored, transmitted or processed by the Customer by means of the Services, including the requests (prompts) submitted to the Inference Services.

"Inference Services": services enabling the Customer to submit, by means of an authenticated API, the Console or any other access point made available by Arkane Cloud, requests, prompts, input data or parameters to one or more artificial intelligence models, machine learning models, algorithms or processing systems, in order to obtain results that are generated, predicted, classified, transformed, analyzed, transcribed, moderated, vectorized or otherwise processed, such as the Outputs.

The specific terms of the Inference Services are set out in Appendix B. They may be provided by means of shared or dedicated access points and may implement models operated by Arkane Cloud, provided by the Customer or offered by third parties, in accordance with the features, models, versions, parameters, limitations, quotas, licenses and terms described in Appendix B, the Documentation or the Console.

Unless expressly stipulated otherwise in Appendix B or the applicable Documentation, the Inference Services do not include the training, retraining or fine-tuning of models.

"Serverless Services": the services enabling the Customer to deploy a Model of its choice, whether a Catalog Model or a Customer Model, in the form of a dedicated Endpoint. The Model is executed on GPU resources allocated exclusively to the Customer for the duration of their allocation. Arkane Cloud operates the infrastructure and the Model serving software, in particular its loading, execution and scaling. The number of replicas is adjusted automatically according to load, including down to zero, or set by the Customer, within the limits configured in the Console. The specific terms are set out in Appendix C.

"Compute Services": the services consisting of making CPU and GPU computing resources available, in the form of Instances, on-demand. The Customer has administrator access to these resources. It installs, configures and operates its own systems, software and Models on them, including for training, fine-tuning or inference. The Compute Services include the associated storage services: block volumes, shared file systems and dedicated storage. The specific terms are set out in Appendix A.

"Instance": a virtual machine equipped with CPU resources and, where applicable, GPU resources, memory and local storage. It is provisioned by the Customer from the Console or the API.

"Endpoint": authenticated access (URL and API Keys) enabling requests to be submitted to a deployed Model.

"Model": any artificial intelligence or machine learning model, including its weights, its configuration and, where applicable, its adapters.

"Catalog Models": the Models selected and made available by Arkane Cloud, whether developed by Arkane Cloud or by third parties. They are listed in the Console with their versions and their licenses.

"Customer Model": any Model provided or designated by the Customer, in particular by Hugging Face identifier or by importing weights. A Customer Model constitutes Customer Content.

"Third-Party Services": the services, software, models, content or components provided by a third party under its own terms, in particular AI models and open source components subject to their license, and the services that the Customer chooses to integrate or activate, excluding the providers on which Arkane Cloud relies to provide the Services (hosting, energy, network, hardware).

"Agreement": the whole formed, in decreasing order of priority, by the DPA (for personal data), the Specific Terms, the SLA, the GTS and the AUP.

"Outputs": the results generated by an Inference or Serverless Service in response to the Customer's requests.

"AUP": the Acceptable Use Policy for Arkane Cloud services, which forms an integral part of the Agreement.

"SLA": the Arkane Cloud Service Level Agreement applicable to the Covered Services.

"DPA": the Data Processing Agreement for personal data entered into pursuant to Article 28 of the GDPR.

Article 2: Purpose and Acceptance

The GTS define the conditions under which Arkane Cloud provides the Services to the Customer and under which the Customer accesses and uses them. They are accepted by means of a mechanism enabling the Customer to read the applicable documents, retain them and expressly manifest its consent, in particular by ticking a box that is not pre-ticked when creating the Account, at each online order. Arkane Cloud retains the version of the documents accepted, the date and time of acceptance, the identity of the Account and the technical elements making it possible to establish proof thereof.

Article 3: Contractual Documents and Order of Precedence

The Agreement consists of the following documents which, in the event of conflict, prevail over one another in the following descending order:

• the DPA, which prevails for any matter relating to the protection of personal data;
• the Specific Terms per Service;
• the SLA;
• the AUP;
• these GTS;
• the Documentation.

Where the Agreement covers several Services, each Service constitutes a separate contractual scope for the determination of its purpose, its pricing, its term, the applicable service level commitments and the terms of its termination.

The termination, suspension or cessation of a Service does not affect the other Services subscribed to by the Customer or the common provisions of the Agreement.

The cessation of a Service ends, as of its effective date, the future obligations of supply and payment relating to that Service. Sums due in respect of consumption, services or commitments that have become payable up to that date remain due. Sums paid in advance in respect of subsequent periods are refunded or credited, after set-off against sums that are payable and undisputed.

The obligations of Reversibility, return or deletion apply only to the Service concerned, to the extent that the corresponding data, digital assets and configurations can be identified. Where several Services rely on common components or data, the consequences of the cessation of one of them are determined by the applicable Specific Terms or Documentation.

No general purchasing terms of the Customer shall apply, unless expressly accepted in writing by Arkane Cloud.

Article 4: Account Creation and Eligibility

The creation of an Account is reserved for professionals. The Customer warrants the accuracy, completeness and updating of the information provided (identity, registration, contact details, billing information). Arkane Cloud reserves the right to verify this information and to request any supporting documents, as well as to refuse or limit the opening of an Account in the event of a risk of fraud, non-payment or non-compliance with applicable obligations, in particular with regard to international sanctions and export controls.

The Customer is solely responsible for the confidentiality of its login credentials, API Keys and secrets, as well as for any activity carried out from its Account. It shall notify Arkane Cloud without delay of any suspected compromise of its access.

Article 5: Description and Evolution of the Services

The Services are described in the Documentation and in the Specific Terms. Arkane Cloud may change the technical characteristics of the Services as part of continuous improvement, provided that it does not substantially degrade their features or service levels for current subscriptions. The commercial discontinuation of a Service is subject to a minimum prior notice of six (6) months, accompanied by a reasonable migration plan.

Article 6: Order, Term and Renewal

On-demand Services ("on-demand") are subscribed to without any minimum term commitment and take effect upon their activation from the Console.

Part II: Financial Terms

Article 7: Price

The applicable prices are those of the price list in force published by Arkane Cloud on the date of consumption. Prices are stated excluding taxes. The consumption measurement methods specific to each Service (GPU-minute, GPU-second, token, request, GB-month, GB transferred) are specified in the Specific Terms.

Article 8: Invoicing and Payment

The Services subscribed to from the Console are paid for by means of a credit previously built up by the Customer on its Account by bank card. The Customer sets the amount and the trigger threshold for the automatic top-up of this credit by bank card. Consumption is charged against this credit on the basis of Arkane Cloud's consumption statements, accessible from the Console. By way of exception, Arkane may authorize prepayment by bank transfer. In that case, the Services will only be accessible from the receipt of the funds by Arkane.

Any dispute relating to the invoicing or payment of the Services must be notified, with reasons, within thirty (30) days of its issuance; the undisputed portion remains payable on the due date.

Prices are stated excluding taxes. The Customer shall pay all taxes, duties, levies and charges applicable to the provision or use of the Services.

The Customer may not make any set-off, withholding or deduction from the sums due, except for a claim that is certain, liquidated, due and payable and not seriously disputed, or with the written consent of Arkane Cloud. A dispute over an invoice does not entitle the Customer to suspend payment of the undisputed portion.

In the event of an invoicing error, Arkane Cloud may issue a corrective invoice or a credit note within a reasonable period. Any precise and documented dispute is examined in good faith.

Article 9: Price Revision

Arkane Cloud may revise the price list of the Services subject to thirty (30) days' prior notice given in writing or via the Console. The prices of Services with a commitment are fixed for the duration of the current commitment. In the event of a price increase applicable to an on-demand Service that it uses, the Customer may stop using the Service concerned without penalty before the effective date of the increase.

Part III: Obligations of the Parties

Article 10: Obligations of Arkane Cloud

Arkane Cloud uses its best efforts to provide the Services with diligence and in accordance with industry practices, in compliance with the service levels defined in the SLA, to provide support under the conditions of the SLA, to maintain the security measures described in the SLA and the DPA, and to inform the Customer of any significant event affecting the Services. Arkane Cloud's obligations are best-efforts obligations (obligations de moyens), with the exception of the commitments expressly quantified in the SLA. Support, response times and contact channels are defined in the SLA or the Documentation.

Support does not include the correction of the Customer's applications, models, configurations or content, nor the provision of development or architecture assistance.

Arkane Cloud may carry out planned or emergency maintenance operations, updates, migrations, host replacements, version changes and security measures. Planned maintenance is notified under the conditions of the SLA; emergency maintenance may be carried out without prior notice where it is necessary to preserve the security, integrity or availability of the Services.

Beta, experimental, test, evaluation or non-production versions are identified as such in the Console or the Documentation. Unless otherwise stipulated, they are provided without any service level commitment, may be modified or withdrawn at any time and must not be used for critical processing or as the sole copy of data.

Arkane Cloud implements reasonable security and continuity measures appropriate to the nature of the Services. Unless expressly committed to in the SLA, it does not guarantee the permanent retention of Customer Content, the absence of data loss, or the restoration of data that has not been backed up by the Customer.

Third-Party Services may be subject to terms, licenses, service levels, geographical restrictions or changes specific to their providers. Arkane Cloud informs the Customer of the substantial restrictions of which it is aware and may replace or withdraw a Third-Party Service where maintaining it is impossible, unlawful or technically unreasonable, subject to the applicable termination or reversibility rights.

Article 11: Obligations of the Customer

• use the Services in accordance with the Agreement, the AUP, the documentation and the laws and regulations applicable to its business and its content;
• warrant that it holds the rights, authorizations, licenses and legal bases necessary to transmit, host, store or process the Customer Content, input data, prompts, models, files and other elements submitted to the Services. It shall in particular ensure compliance with intellectual property rights, confidentiality obligations, the rules applicable to personal data and the rights of data subjects.
• ensure the security of its scope in accordance with the shared responsibility model of the SLA: guest operating systems, applications, configurations, identities, keys and secrets;
• back up its data, the backup of application data being the responsibility of the Customer unless a service option has been expressly subscribed to;
• not attempt to circumvent the consumption measurement mechanisms, quotas or security devices;
• comply with the applicable regulations on international sanctions and export controls, in particular for high-performance computing technologies and AI models.

Furthermore, the Customer:

• is responsible for the use of the Services by itself, its Authorized Users, its employees, agents, contractors and any person to whom it has given access to its Account, the Console, the APIs or the access keys. It shall ensure that these persons comply with the Agreement, the AUP, the Documentation, the applicable licenses and the security instructions communicated by Arkane Cloud.
• shall protect its login credentials, passwords, API Keys, access tokens, certificates and other means of authentication. It shall limit access to the persons who need it, revoke without delay any access that is no longer needed and immediately inform Arkane Cloud of any loss, compromise, unauthorized use or suspected compromise of a means of access.
• shall not circumvent or attempt to circumvent the security mechanisms, quotas, rate limits, access restrictions or billing mechanisms of the Services. It shall in particular refrain from sharing an API Key between several customers or entities without authorization, creating accounts intended to circumvent the applicable limits, reselling access to the Services without authorization and using the Services to test, probe or compromise the systems of Arkane Cloud or of third parties.
• For the Inference Services, shall verify the Outputs before any use, publication, transmission to a third party or integration into a product, service, decision-making process or automated system. It shall put in place the human controls, validation procedures, security measures, traceability mechanisms and warnings necessary in view of the nature and criticality of the intended use. It shall not use the Inference Services to make, or have made, without appropriate human oversight and without the safeguards required by applicable law, decisions producing legal effects or significant effects concerning natural persons.
• shall comply with the quotas, capacity limits, rate limits, formats, technical prerequisites, security instructions, model restrictions and other conditions indicated in the Documentation, the Specific Terms, or the SLA. Any use exceeding the subscribed limits may result in throttling, additional billing, suspension or termination under the conditions provided for in the Agreement.
• shall cooperate with Arkane Cloud to prevent, qualify and remedy any incident, abuse, unauthorized access, unlawful use or security risk related to its Account, its Authorized Users, its Customer Content or its use of the Services.

Article 12: Specific Terms for Artificial Intelligence Services

For the Inference Services and any processing of AI workloads, the Customer acknowledges and accepts that:

• the Outputs are generated by probabilistic processes and may contain errors, approximations or inaccurate content; they constitute neither professional advice nor an automated decision attributable to Arkane Cloud; the Customer is solely responsible for verifying the Outputs before any use and for appropriate human oversight;
• the Customer is responsible for its requests, for the use it makes of the Outputs and for the compliance of its use cases with Regulation (EU) 2024/1689 (the "AI Act"), in particular the classification of its systems, the transparency obligations and the prohibition of the practices referred to in its Article 5. This responsibility is assessed in light of the role actually performed by the Customer, in particular as deployer or, where applicable, as provider of an artificial intelligence system. It does not deprive of effect the mandatory obligations that may be incumbent on Arkane Cloud in view of the role it performs itself. The making available, by API or otherwise, of a third-party model or system does not, in itself, determine the regulatory role of Arkane Cloud: this role depends in particular on the identity under which the system or model is made available, any substantial modifications and the intended purpose claimed;
• the third-party models made available remain subject to their own licenses, the applicable terms of which are referenced in the documentation; the Customer undertakes to comply with them. Where Regulation (EU) 2024/1689 requires information, instructions or transparency elements relating to a model or system made available, Arkane Cloud provides them to the extent that it holds or controls them and that this obligation is applicable to it;
• Arkane Cloud does not use Customer Content, including requests and Outputs, to train or improve artificial intelligence models, except with the express written consent of the Customer. This provision does not preclude the technical processing strictly necessary for the provision, securing, support, metering and billing of the Services, nor the applicable mandatory legal obligations.

Article 13: Suspension of the Services

Arkane Cloud may suspend all or part of the Services, in a proportionate manner and limited to the necessary scope: (i) after formal notice that has remained without effect for eight (8) days, in the event of failure to pay a sum that is due or of a contractual breach; (ii) without prior notice in the event of a serious violation of the AUP, of an imminent risk to the security or integrity of the platforms, of other customers or of third parties, in order to comply with a mandatory cybersecurity or regulatory compliance obligation, or upon an order from a competent authority. The suspension is notified to the Customer together with the reasons for it, unless legally prohibited or impossible due to urgency. It is lifted without delay once its cause has ceased to exist. The suspension does not suspend the payability of the sums due in respect of Services with a commitment.

Part IV: Intellectual Property, Data and Confidentiality

Article 14: Intellectual Property

Arkane Cloud and its licensors retain all intellectual property rights in the Console, the platforms, software, APIs, documentation and trademarks of Arkane Cloud. The Customer is granted a non-exclusive, non-transferable right of use limited to the term of the Agreement, solely for the purposes of using the Services.

Customer Content remains the exclusive property of the Customer. The Customer grants Arkane Cloud a limited, non-exclusive, royalty-free license to host, technically reproduce and transmit the Customer Content, solely for the purpose of providing the Services and for the term of the Agreement. Arkane Cloud claims no rights in the Outputs, subject to the provisions of the licenses of the third-party models concerned.

Arkane Cloud may collect, generate and use Usage Data to provide, secure, maintain, meter, bill and improve the Services, prevent abuse, diagnose incidents and comply with its legal obligations.

Usage Data may be aggregated or anonymized in order to produce statistics, performance indicators, capacity analyses, fraud detection or general improvements to the Services. Arkane Cloud does not sell Customer Content or Outputs to third parties. Logs containing requests, Outputs or other elements of Customer Content are governed by Article 12, the Specific Terms, the SLA and the DPA where applicable.

Open source or third-party software, models, system images, libraries and components remain subject to their own licenses. The Customer shall comply with the terms that are enforceable against it and shall refrain from removing rights notices, licensing mechanisms or provenance information. Where Arkane Cloud provides a third-party component, it grants only the rights it holds and does not guarantee that the third-party component will remain available or unchanged.

Article 15: Personal Data

Where the Customer processes personal data by means of the Services, it acts as controller and Arkane Cloud as processor, under the conditions of the DPA entered into between the parties, which prevails over these GTS for such matters. For personal data relating to the contacts and users of the Account (commercial management, billing, support), Arkane Cloud acts as controller under the conditions of its Privacy Policy.

Article 16: Confidentiality

Each party shall preserve the confidentiality of the other party's Confidential Information for the term of the Agreement and for five (5) years after its end, under the conditions specified in the SLA. Customer Content is confidential information of the Customer.

Confidential Information means information designated as confidential or which, given its nature or the circumstances of its disclosure, should reasonably be considered as confidential, in particular commercial, financial, technical, security and pricing information, trade secrets, login credentials, plans, test results and Customer Content.

Confidential Information does not include information that was already lawfully known to the recipient, has become public without breach of the Agreement, has been lawfully received from a third party not bound by a confidentiality obligation or has been independently developed without use of the protected information. The burden of proving that an exception applies lies with the party invoking it.

Each party shall limit access to Confidential Information to the persons who need it for the performance of the Agreement and who are subject to an appropriate confidentiality obligation. In the event of a legal request or an order from an authority, the party concerned may disclose the strictly necessary information and, where permitted by law, shall inform the other party in advance and cooperate to limit the disclosure.

At the request of the disclosing party or at the end of the Agreement, the receiving party shall return or destroy the Confidential Information, subject to copies retained automatically in backups or necessary to comply with a legal obligation, which remain protected for their retention period. The obligations of this Article survive for five (5) years after the end of the Agreement and for as long as the information constitutes a trade secret protected by law.

Part V: Warranties, Liability and End of the Agreement

Article 17: Warranties

Arkane Cloud warrants that the Services conform to their Documentation and to the service levels of the SLA. Unless expressly stipulated otherwise, Arkane Cloud does not warrant that the Services will be free from any interruption or error, nor their suitability for a particular need of the Customer, who is responsible for verifying such suitability prior to subscription.

Article 18: Liability

The total aggregate liability of Arkane Cloud under the Agreement, for all causes combined, is capped at the total amount excluding taxes actually paid by the Customer for the Services concerned during the twelve (12) months preceding the event giving rise to liability. Where the Customer uses several Services, the cap is calculated by reference to the Services directly affected by the event giving rise to liability.

Neither party is liable for indirect damages suffered by the other party, in particular loss of revenue, profits, margin, customers, contracts, business opportunities or reputation.

Where Arkane Cloud has expressly undertaken, in the Specific Terms, an obligation to back up, retain, restore or return Customer Content, the only compensable items, in the event of a proven breach of that obligation, are the reasonable, necessary and duly documented costs incurred by the Customer to reconstitute or restore the part of the Customer Content actually lost or altered.

These costs remain subject to the liability cap provided for in this Article and do not include, in particular, operating losses, loss of revenue, profits, customers or opportunities, reputational damage, third-party claims, or costs relating to data that had not been backed up by the Customer or whose retention had not been expressly subscribed to with Arkane Cloud.

Arkane Cloud is liable only for loss or alteration directly attributable to a breach attributable to it, excluding in particular losses resulting from an error, a misconfiguration, a deletion, a compromise of login credentials or a failure to back up that falls within the Customer's responsibility.

The above limitations do not apply in the event of gross negligence or willful misconduct, personal injury, breach of the obligations of the DPA within the limit of a specific cap set in the DPA, or in any other case where the law prohibits a limitation of liability.

Article 19: Third-Party Intellectual Property Claims

The Customer warrants that it holds the necessary rights, licenses and authorizations in respect of the Customer Content, the requests, the models it provides, the training data and the uses it directs.

It shall indemnify Arkane Cloud against third-party claims resulting from an infringement of those rights or from a use of the Services in breach of the Agreement or of applicable law.

Subject to the exclusions below, Arkane Cloud shall defend the Customer against any third-party claim alleging that the Console, the APIs or the software that Arkane Cloud provides to the Customer under the Agreement infringe an intellectual property right, and shall bear the final judgments or the settlements approved by it.

This obligation does not apply where the claim results from Customer Content, an unauthorized modification, a combination with an element not provided by Arkane Cloud, a use contrary to the Agreement or a third-party component subject to its own license.

The party seeking indemnification shall promptly inform the other party of the claim, provide it with the reasonably necessary information and leave it control of the defense and settlement, provided that no settlement admits fault or imposes an obligation on the indemnified party without its consent.

If the use of an element is likely to be prohibited, Arkane Cloud may, at its own expense, obtain the right to continue using it, replace or modify the element concerned, or terminate the affected Service and refund the portion of the prepaid period corresponding to the unused period.

Article 20: Force Majeure

Neither party shall be liable for a failure caused by an event of force majeure within the meaning of Article 1218 of the French Civil Code (Code civil). If the impediment exceeds thirty (30) days, either party may terminate the affected Services without compensation.

Article 21: Termination

• For convenience: the Customer may terminate the on-demand Services at any time from the Console, with effect at the end of the current billing period;
• For breach: either party may terminate the Agreement or the Services concerned in the event of a serious breach by the other party that has not been remedied within thirty (30) days of a written formal notice. Arkane Cloud may terminate immediately, without prior formal notice or without waiting for the expiry of the cure period, in any of the following cases: (i) the breach cannot be remedied, (ii) it constitutes a serious violation of the AUP, (iii) it creates an imminent risk to the security, availability or integrity of the Services, the platforms, other customers or a third party, (iv) it exposes Arkane Cloud to liability, a sanction or an administrative measure.
• For legal, regulatory or security requirements: Arkane Cloud may terminate all or part of the Services concerned where a legislative or regulatory change, a decision or order of an authority, a sanction, a trade restriction, a cybersecurity measure or a critical vulnerability renders the provision of the Service unlawful, materially impossible or reasonably likely to compromise the security of Arkane Cloud, the Customer, other customers or third parties.

Arkane Cloud shall notify the Customer as soon as possible and, where a reasonable alternative solution is available, may offer an equivalent Service. Where the termination is not attributable to the Customer, sums paid in advance in respect of the period following the effective date of termination are refunded in proportion to the Services not provided.

• For withdrawal or unavailability of a third-party component or provider: Arkane Cloud may terminate all or part of the Services where maintaining a model, version, API, feature, software, license, infrastructure or provider necessary for their provision becomes impossible, unlawful or unreasonable for technical, security, capacity or regulatory compliance reasons or due to the act of a third party.
• Arkane Cloud shall inform the Customer thereof within a reasonable period, except in the event of urgency, legal obligation or risk to the security of the Services, other customers or third parties. Such termination does not constitute a contractual breach and does not affect the other Services subscribed to. It gives rise only, where applicable, to a refund on a pro rata temporis basis of the sums paid in advance in respect of the period following the effective date of termination of the Service concerned or of the Services.
• For a situation affecting the Customer: Arkane Cloud may terminate the Agreement or the Services concerned in the event of the Customer's definitive cessation of business, dissolution, liquidation or lasting inability to perform its contractual obligations, subject to the mandatory provisions applicable to insolvency proceedings.
• For inaccurate information or failure to cooperate: Arkane Cloud may terminate the Services concerned where the Customer has provided substantially inaccurate, incomplete or misleading information when creating the Account, subscribing to a Service or during a verification procedure, or where it refuses to provide the information reasonably necessary for security, billing, verification of its identity or compliance with a legal obligation.
• Effects: the end of the Agreement, for whatever reason, opens the Reversibility period provided for in the SLA (data export, assistance, secure deletion and certificate) in compliance with the mandatory provisions applicable to data processing services and cloud computing services, in particular those relating to the notification of switching provider, the transition period, the retrieval of data and digital assets, interoperability and transfer or switching charges. Sums due in respect of consumption remain payable.

Article 22: Reversibility

The end of the Agreement or of the Service concerned, for whatever reason, opens, for the Exportable Data and Digital Assets attached to the Service concerned, the reversibility period provided for in Article 21 of the SLA and in Appendix D.

Where the Customer requests a switch of provider or the porting of a Service to an infrastructure operated by itself or by another provider while the Agreement or other Services continue, the portability, reversibility, migration assistance and deletion measures apply exclusively to the Service concerned, under the conditions provided for in Article 21 of the SLA.

The return, export, retrieval and deletion relate solely to the Customer's Exportable Data and Digital Assets attached to the Service concerned. They are implemented subject to intellectual property rights, trade secrets, third-party rights, confidentiality obligations, security requirements and the technical limitations specific to the Service.

Data, configurations, backups or components common to several Services are deleted only to the extent that they are no longer necessary for the provision, security, continuity or backup of another Service subscribed to by the Customer, or for compliance with a legal retention obligation.

The terms applicable to the transition period, the retrieval period, the export formats and interfaces, migration assistance, any applicable charges and secure deletion are those provided for in Article 21 of the SLA, in Appendix D and, where personal data is concerned, in the DPA. The applicable mandatory provisions prevail.

Consumption incurred, resources maintained at the Customer's request during the transition or retrieval period, and other sums payable under the Agreement, remain due.

Any switching charges, data transfer charges and migration assistance charges may only be invoiced within the limits and under the conditions authorized by the applicable mandatory provisions and Article 21 of the SLA.

At the end of the reversibility period, Arkane Cloud securely deletes the Exportable Data and Digital Assets concerned under the conditions provided for in Article 21 of the SLA and the DPA. A deletion certificate is provided to the Customer upon request.

Arkane Cloud does not retain or block the Customer's Exportable Data or Digital Assets solely on the grounds of a dispute relating to sums due, without prejudice to its right to recover the sums payable and to suspend or restrict access to the Services under the conditions provided for in the Agreement.

Article 23: Amendment of the GTS

Arkane Cloud may amend these GTS and the Specific Terms subject to thirty (30) days' prior notice given in writing or via the Console. The amendments do not degrade the terms of current commitments except where required by law, for security reasons or in connection with the evolution of a Service. In the event of an unfavorable amendment, the Customer may terminate the Services concerned without penalty before the effective date; failing this, the amendment is deemed accepted.

Article 24: Miscellaneous Provisions

• Assignment: the Customer may not assign the Agreement without the prior written consent of Arkane Cloud, which may not refuse it without legitimate reason; Arkane Cloud may assign the Agreement to any entity of its group, subject to informing the Customer in advance;
• Subcontracting: Arkane Cloud may subcontract all or part of the Services under its responsibility; the subcontracting of personal data processing is governed by the DPA;
• Reference: unless the Customer objects in writing, Arkane Cloud may cite the Customer's name and logo as a commercial reference, excluding any description of use cases without consent;
• Evidence: Arkane Cloud's records, logs and consumption statements are authoritative between the parties, unless proven otherwise;
• Severability: the nullity of a provision does not affect the others; failure to invoke a breach does not constitute a waiver;
• Entire agreement: The Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes any prior exchange, proposal or agreement relating to the same subject matter. Any derogation from or amendment of a Specific Term, the SLA, the DPA or the AUP must be accepted in writing by the authorized representatives of the parties or in accordance with the amendment mechanism provided for in the Agreement.

Notices: notices are validly given in writing to the addresses (postal or electronic) declared in the Account.

Article 25: Governing Law and Jurisdiction

The GTS are governed by French law. Any dispute shall be subject to an attempt at amicable resolution for thirty (30) days before any referral to a court, except in case of urgency.

Any dispute relating to the formation, interpretation, performance or termination of the GTS falls within the exclusive jurisdiction of the Commercial Court of Lyon (Tribunal de commerce de Lyon), notwithstanding multiple defendants or third-party warranty claims (appel en garantie), including for emergency and protective proceedings.

Appendix A: Specific Terms for On-Demand GPU Compute

A.1 Description

The Service makes available to the Customer computing Instances equipped with graphics processing units (GPUs), accessible remotely, with the system images and drivers referenced in the Documentation. The Customer freely administers its Instances within the limits of the shared responsibility model.

A.2 Billing

Billing runs from the activation of the Instance until its deletion or complete shutdown in accordance with the terms described in the Documentation, including when the Instance is unused. It is calculated per second. The associated resources (persistent storage, reserved IP addresses) are billed separately according to the price list in force.

A.3 Capacity

The availability of on-demand Instances is subject to the limits of available capacity; it is not subject to any provisioning guarantee.

A.4 Data and Ephemeral Storage

Data stored on the local ephemeral media of an Instance is permanently lost upon its deletion and may be lost upon its shutdown, in accordance with the documentation. It is the Customer's responsibility to use persistent storage for data that must be retained.

A.5 Host Maintenance

Arkane Cloud may migrate an Instance to another host or require its restart for maintenance purposes, under the prior notice and window conditions provided for in the SLA.

Appendix B: Specific Terms for the Inference API

B.1 Description

The Service enables the Customer to submit inference requests to artificial intelligence models hosted by Arkane Cloud (Catalog Models or Customer Models), via an authenticated API.

B.2 Billing

The Service is billed per million tokens processed, according to the price list in force accessible from the Console.

B.3 Quotas and Rate Limiting

Access to the API is subject to quotas and rate limits specified in the documentation, intended to preserve the stability of the platform. Excess requests may be rejected with an explicit error code, without this constituting Unavailability within the meaning of the SLA.

B.4 Submitted Content and Retention

Arkane Cloud does not use requests or Outputs to train models (Article 12 of the GTS).

Requests and Outputs are not retained beyond the time necessary for their processing.

Inference logs, which contain only technical information relating to the request, excluding its content, are retained for twelve (12) months.

B.5 Model Licenses

The list of Catalog Models, their versions, their providers and the applicable licenses are identified in the Console and in the Documentation made available prior to the Order. The Customer remains responsible for complying with the terms of use that are enforceable against it, without prejudice to the warranties or obligations specific to Arkane Cloud concerning the rights it holds or grants.

B.6 Specific Responsibilities

The Customer shall implement the human oversight, filtering and transparency measures appropriate to its use cases, in accordance with Article 12 of the GTS and the AUP. Arkane Cloud may put in place security filters on certain access points, without these relieving the Customer of its obligations.

Appendix C: Specific Terms for Serverless

C.1 Description

The Service enables the Customer to deploy a Model of its choice, whether a Catalog Model or a Customer Model, in the form of a dedicated Endpoint, without having to administer the underlying infrastructure.

The Model is executed on GPU resources allocated exclusively to the Customer for the duration of their allocation.

Arkane Cloud operates the infrastructure and the Model serving software, in particular its loading, execution and scaling, in accordance with the terms described in the Documentation.

C.2 Billing

The Service is billed per minute, per GPU resource allocated to the Customer, according to the price list in force. Billing runs from the assignment of the GPU resource to the Customer until its release. It includes the Model loading time as well as the periods during which the resource remains allocated without processing any request. Any minute commenced is payable.

C.3 Scaling and Capacity

The number of replicas is adjusted automatically according to load, including down to zero, or set by the Customer, within the limits configured in the Console. The consumption resulting from this adjustment, within these limits, is payable by the Customer.

C.4 Models

The Catalog Models, their versions and the applicable licenses are identified in the Console and the Documentation. The Customer shall comply with the terms that are enforceable against it, in accordance with Article 12 of the GTS.

The Customer Model constitutes Customer Content. The Customer warrants that it holds the rights necessary for its deployment and operation, in accordance with Articles 11 and 19 of the GTS.

C.5 Submitted Content and Retention

Arkane Cloud does not use the requests, the Outputs or the Customer Model to train models (Article 12 of the GTS).

Requests and Outputs are not retained beyond the time necessary for their processing.

Inference logs, which contain only technical information relating to each request, excluding its content, are retained for twelve (12) months.

C.6 Specific Responsibilities

The Customer is responsible for the choice of the Model and its configuration.

It shall implement the human oversight, filtering and transparency measures appropriate to its use cases, in accordance with Article 12 of the GTS and the AUP.

Appendix D: Specific Terms for Storage

D.1 Description

The Service provides NFS-compatible object storage (NVMe High Performance) and, where applicable, persistent block storage attachable to compute instances, in accordance with the documentation.

D.2 Billing

Storage is billed per GB-month on the basis of the average volume stored, completed (complété), according to the price list in force. Inbound and outbound transfer are free of charge.

D.3 Durability and Availability

The availability commitments are set out in the SLA.

D.4 Deletion

Data deleted by the Customer is erased from the production systems within the time frames described in the Documentation and from the backups according to the rotation cycles. At the end of the Agreement, the fate of the data is governed by the Reversibility clause of the SLA and by the DPA.

D.5 Limits

Unless an option has been expressly subscribed to, object storage does not constitute a managed backup service: the definition and implementation of the Customer's backup strategy are its responsibility.