4090 Service Agreement
This GPU Service Agreement (the "Agreement") is entered into by and among:
GPU Owner: The party who owns the GPU and associated GPU NFT
and
Provider: PANTHEON COMPUTE ("Provider"), a DELAWARE C-CORPORATION
with its principal place of business at 648 N Beverly St Casper, WY 82609
Each may be referred to individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Provider owns and operates certain data center facility(s) including those facilities
listed on Schedule A
(each, a "Data Center") and provides hosting and related services for artificial intelligence
("AI") infrastructure;
WHEREAS, GPU Owner has invested in and owns certain graphic processing units (“GPUs”)
and were or will be delivered to the Data Center.
WHEREAS, if so indicated on Schedule A, Provider will build graphics processing server(s) by
combining GPU(s) with Provider-owned hardware and which also may also include graphic
processing unit(s) owned by third party(s) (collectively, the “Equipment”);
WHEREAS, Provider desires, on behalf of the GPU Owner, to host, and operate the Equipment
(including deploying the Equipment into clusters or systems) in the Data Center and make the
compute capacity of the Equipment available, for a fee, to Customers (collectively, the
“Services”); and
WHEREAS, Provider and GPU Owner desire to share, as set forth in this Agreement, the
revenue generated from the Services.
NOW, THEREFORE, in consideration of the mutual covenants, conditions, and agreements
hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
1. DEFINITIONS
"Affiliate" means, with respect to any entity, any other entity that, directly or indirectly, controls,
is controlled by, or is under common control with such entity.
"Agreement" means this GPU Service Agreement, including all exhibits and schedules attached
hereto.
"Business Day" means any day other than a Saturday, Sunday, or a day on which banks located
in New York City, New York are authorized or obligated to close.
“Customers" means the customers of the On-Demand Compute Platforms and the counterparties
of the Direct Customer Arrangements, collectively.
“Direct Customer Arrangement" means contracts under which Provider makes the compute
capacity of the Equipment available for use to the counterparty of such contracts.
"Gross Revenue" means the total amount paid by Customers for use of the Equipment before any
deductions, including any amounts paid through On-Demand Compute Platforms.
"Net Revenue" means Gross Revenue less any platform, marketplace, or third-party transaction
fees deducted at the point of Customer payment or remitted by the Provider.
"Revenue Share" means the percentage of Net Revenue to be paid to the GPU Owner, as
specified in Schedule A.
"On-Demand Compute Platforms" means third-party platforms on which Provider makes the
compute capacity of the Equipment available for use by such platform’s customers, including, by
example but without limitation: Runpod, Akash Network, Silicon Network, and Shadeform.
"Silicon Protocol" means the software platform developed by Berkeley Compute, Inc., a
Delaware corporation (“Berkeley”), for the purpose of tokenizing and managing physical
computing assets.
"Silicon Terms and Conditions" means the terms and conditions which bind each Party with
respect to their use of the Silicon Protocol, as they are amended from time to time by Berkeley.
2. TOKENIZATION AND OWNERSHIP
2.1. Tokenized Representation of Ownership
The GPU Owner's legal title to the GPU is represented exclusively by a digital token ("GPU
NFT") minted on the Silicon Network. This GPU NFT serves as the sole and binding
representation of ownership, control, and entitlement to economic rights related to the GPU
under this Agreement.2.2. On-Chain Metadata and Custody Acknowledgment
The GPU NFT contains embedded metadata that includes identifying information regarding the
GPU (including, without limitation, model, UUID, and hash of the applicable Provider contract)
and designates the Provider as the physical custodian. The GPU NFT shall not be interpreted as a
security or derivative instrument but, rather, as a tokenized record of equipment ownership and a
mechanism for assertion of rights.
2.3. Ownership Rights
Subject to the terms of this Agreement, the GPU Owner retains all beneficial and economic
ownership of the GPU, including but not limited to: (a) the right to receive economic benefits
derived from its usage for the Services or otherwise; (b) the right to Redeem the GPU in
accordance with this Agreement; and (c) the right to transfer the GPU NFT to a third party, as
provided in this Agreement.
2.4. Platform and Protocol Integration
The GPU NFT is designed for integration with Silicon Network's protocol and software systems.
All operational data, performance logs, and financial records linked to the GPU NFT will be
viewable and managed via the Silicon Network software. The GPU Owner and Provider agree to
use the Silicon Network as the authoritative source for determining performance history,
payment claims, and contract enforcement actions related to the Services, the Equipment and the
GPU NFT.
2.5. Authority of NFT Holder
The person or entity in control of the wallet address that holds the GPU NFT at a particular point
in time shall be deemed the rightful GPU Owner at such particular time for all purposes under
this Agreement, including, without limitation: the receipt of payments, exercise of redemption
rights, and any contractual notices.
2.6. Title and Encumbrances
The GPU Owner represents that, at the time of entering into this Agreement, the GPU NFT is
free from liens, pledges, or encumbrances. In the event that the NFT is used as collateral or
otherwise encumbered, such encumbrance shall not bind the Provider or the Silicon Network, as
the GPU NFT constitutes the exclusive and definitive record of title and associated rights. No
transferee of the GPU NFT may assert claims against the GPU NFT or its economic rights based
on such encumbrance unless the Provider has expressly acknowledged and agreed to such
encumbrance in writing. This shall not affect the transferee’s rights under this Agreement arising
solely from their lawful control of the GPU NFT. This Section does not affect any obligations of
the GPU Owner to notify transferees of any encumbrances separately disclosed outside of the
NFT metadata.
Without limiting the foregoing, the Provider expressly acknowledges and agrees that:(i) the Equipment is owned by the GPU Owner, as evidenced by the GPU Owner’s control of the
applicable GPU NFT; and
(ii) the Provider shall not challenge, dispute, or interfere with the GPU Owner’s rights, including
the right to Redeem or transfer the Equipment.
2.7. Legal and Regulatory Acknowledgment
The Parties acknowledge and agree that this Agreement, and the GPU NFT, are intended to
represent ownership of physical computing equipment and associated rights only. Nothing in this
Agreement or elsewhere shall be construed as a sale, offer or purchase of a security, and no Party
shall make any representations to the contrary.
3. TITLE; LIEN‑WAIVER; UCC MATTERS
3.1. Bailment and Estate Waiver
GPU Owner has the right, but not the obligation to file a Uniform Commercial Code-1 Statement
(“UCC-1”) in any applicable jurisdiction, to document GPU Owner’s ownership of the GPUs.
(a) Bailment: Provider holds each GPU and any related Equipment (together, “Collaterals”)
solely as bailee for the holder of the corresponding GPU NFT (“Owner”). Title to the Collaterals
is vested exclusively in Owner and shall never pass to Provider, Provider’s affiliates, or any
bankruptcy estate of Provider.
(b) No Estate Interest. Provider, for itself and on behalf of its present or future bankruptcy
estate, irrevocably waives and disclaims any right, title, or interest (other than the possessory lien
expressly granted in this Agreement for unpaid hosting fees) in the Collaterals.
3.2. Identification of Collaterals
(a) Mandatory Tagging Provider shall, within five (5) Business Days after physical receipt of
any Collaterals, affix to the server chassis a tamper‑evident label that displays (i) the GPU
UUID, and (ii) the public NFT Token ID (or a QR code that resolves to that ID).
(b) Traceability Provider shall maintain an electronic register—hashed on‑chain or in Silicon
Network’s dashboard—that maps each GPU’s UUID to its GPU NFT Token ID and current
wallet address.
3.3. Optional UCC Filings by Owners
(a) Permissive Filing Owner may, at its sole option and expense, file a precautionary UCC‑1
financing statement to give public notice of its ownership. Provider shall reasonably cooperate
(at no cost) with any such filing.
(b) Transfer‑Triggered Termination If Owner files a UCC, Owner must (and hereby covenants
to) file a UCC‑3 termination (or amendment reflecting the new debtor) promptly upon any
transfer of the GPU NFT.3.4. Automatic Subordination and Authorized Termination of Stale Filings
(a) Authorized Disposition Each Party acknowledges that every on‑chain transfer of a GPU NFT
constitutes an “authorised disposition free of the security interest” within the meaning of
UCC § 9‑315(a)(1). Any security interest or financing statement filed by or on behalf of a prior
Owner is automatically subordinated to the interests of the transferee and may be terminated as
provided herein.
(b) Irrevocable Power of Attorney. Each Seller of a GPU NFT hereby irrevocably appoints (i)
Provider, and (ii) any future holder of the GPU NFT, as its attorney‑in‑fact solely for the purpose
of executing and filing UCC‑3 termination or amendment statements needed to release or correct
any financing statement relating to the Collaterals. This power is coupled with an interest and
survives the Seller’s dissolution or bankruptcy.
3.5. Indemnity for Improper Filings
Seller shall indemnify and hold harmless Provider and any subsequent Owner from all losses,
costs, or liabilities (including reasonable attorneys’ fees) arising out of or resulting from (i)
Seller’s failure to terminate or amend any financing statement as required by this Agreement, or
(ii) any claim by a secured party of record asserting an interest in the Collaterals after the NFT
has been transferred.
3.6. Evidentiary Cooperation
Provider shall, upon reasonable request of Owner or any bankruptcy trustee, furnish (i)
photographs of chassis labels, (ii) the electronic UUID‑number register, and (iii) copies of this
Agreement, to establish Owner’s title to the Collaterals.
3.7. Survival
The provisions of this Section 3 shall survive any termination or expiration of this Agreement
and shall bind Provider’s successors, assigns, liquidators, and bankruptcy trustees.
4. SCOPE OF PROVIDER SERVICES
4.1. Service Relationship and Physical Custody
The Provider shall receive physical custody of the Equipment solely for the purpose of hosting,
maintaining, and operating it in the Data Center to provide the Services. The Provider's role is
that of a service contractor and operational agent of the GPU Owner. This Agreement does not
grant the Provider any title to, or beneficial ownership in, and the Provider expressly
acknowledges that the GPU Owner retains full legal and economic ownership of the Equipment.
4.2. Permitted Use
The Provider shall use the Equipment exclusively for providing the Services. The Provider shall
not use the Equipment for any other purpose (including, without limitation, of self-dealing or
resale), unless expressly authorized in writing by the GPU Owner.4.3. Operational Responsibilities
As part of the Services, the Provider shall be solely responsible for: (a) installing, configuring,
and maintaining the Equipment in accordance with the manufacturer specifications and the
highest industry standards; (b) ensuring the Equipment remains online, cooled, powered, and
connected to appropriate network infrastructure; (c) monitoring GPU health and utilization, and
proactively addressing hardware failures, performance degradation, or security risks; (d) keeping
the Equipment’s firmware and related operating systems up to date unless otherwise directed by
the GPU Owner; (e) ensuring that the Equipment is not comingled with other hardware in a way
that prevents or denigrates Equipment/asset-level reporting or auditability; (f) actively
monetizing the Equipment by: (i) listing the Equipment on On-Demand Compute Platforms; and
(ii) entering into Direct Customer Arrangements; (iii) marketing the Equipment's availability to
potential Customers; and (iv) as described in this Agreement, ensuring that Customers, or the
Provider as the Customer's proxy, purchase and burn data credits using the Silicon Network to
accurately reflect Customer usage and Revenue generated by the Services.
4.4. Non-Transfer and No Sublease
Except as expressly provided in this Agreement or as pre-approved, in writing, by GPU Owner,
the Provider shall not sublease, transfer, pledge, or otherwise encumber the Equipment, nor
assign nor delegate its rights or obligations under this Agreement to any third party (including
subcontractors, vendors, consultants or agents).
4.5. Relationship Between Parties
Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency
relationship between the GPU Owner and the Provider. The Provider is an independent
contractor, and no provision of this Agreement shall be interpreted to give the Provider any right,
title, or interest in the Equipment or proceeds from the Services beyond temporary operational
control as necessary for the Provider to perform the Services.
5. SERVICE LEVEL AGREEMENT
5.1. Service Level Commitments
The Provider commits to maintaining a minimum uptime of for the Equipment listed in Schedule
A, calculated on a calendar monthly basis (the “Minimum Uptime”). "Uptime" means the
Equipment is powered, connected to the Internet (with speed no lower than that provided on
Exhibit A) and available to provide Services. Scheduled maintenance periods that have been
communicated to the GPU Owner at least seventy-two (72) hours in advance shall not count
against uptime calculations, provided that such scheduled maintenance does not exceed [eight
(8)] hours per calendar month.5.2. Performance Monitoring
The Provider shall implement automated monitoring systems to track and record the Equipment's
uptime, utilization, and performance metrics. Such metrics shall be made available by Provider
to the GPU Owner through the Silicon Network in real-time or near-real-time. The Silicon
Network shall serve as the authoritative source for determining compliance with the SLA
commitments.
5.3. Outage Remedies
Pre-mainnet remedy
In the event that the Provider fails to achieve the Minimum Uptime commitment in any given
calendar month, the GPU Owner shall be entitled to remedies as follows: (a) for uptime below
[95%] but at or above [90%]: [Additional 5%] of Revenue for such month; (b) for uptime below
[90%] but at or above [80%]: [Additional 10%] of Revenue for such month; (c) for uptime below
[80%]: Provider shall calculate the median earnings for all similar units (i.e. Nvidia RTX 4090)
and remit this amount. Provider shall automatically calculate and apply such remedies to the
Revenue Share payment for the applicable month without requiring the GPU Owner to submit a
claim for such remedies.
Post-Mainnet Remedy
Following the mainnet launch of the Silicon Network, GPU Owners receive SIL rewards
directly from the protocol based on Data Credits (DCs) burned per GPU per epoch. Because
the protocol cannot retroactively adjust prior epoch rewards, the following forward-looking
remedy applies when the Provider fails to meet the Minimum Uptime in a calendar month:
(i) Downtime Calculation:
The Provider shall calculate the difference between the actual uptime percentage for each
affected GPU and the Minimum Uptime commitment (e.g., if uptime was 80% and the SLA is
95%, the downtime gap is 15%). The Provider shall convert this percentage to a number of
missed epochs based on a 30-day calendar month (e.g., 15% = 4.5 days → rounded up to 5
downtime epochs). For clarity, any downtime that is excluded under Section 5.6, including
downtime caused by hardware failure properly remedied under Section 12, shall not be counted
toward the uptime calculation or downtime epoch totals for purposes of this Section 5.3.
(ii) Remedial Burn Calculation:
The Provider shall then calculate the median number of DCs burned per epoch during the
same calendar month for GPUs of the same model (e.g., all RTX 4090s under the Provider’s
custody). The total Remedial DC Burn for each affected GPU shall equal:
number of downtime epochs × median DCs per epoch for similar GPUs.(iii) Execution and Tagging:
The Provider shall complete the Remedial DC Burn within the following calendar month.
Each burn must be reported in the Silicon owner dashboard for the affected GPU NFT using
the Silicon Protocol’s standard tagging mechanism.
(iv) Remedy Scope and Exclusivity:
These forward-looking DC burns shall increase the affected GPU’s SIL earnings in future
epochs on a pro rata basis. The GPU Owner acknowledges that this constitutes the sole and
exclusive post-mainnet remedy for missed uptime targets, and that no direct payment or
retroactive SIL issuance is required from the Provider.
(v) Transparency:
The Provider shall retain records of uptime calculations, peer median DC values, and
remedial burn confirmations. These shall be made available upon reasonable request from
the GPU Owner or Berkeley.
(vi) Failure to Perform Remedial DC Burn
If the Provider fails to complete the Remedial DC Burn for any affected GPU by the end of
the calendar month following the month in which the uptime shortfall occurred, the
Provider shall be deemed in material breach of this Agreement. The GPU Owner may, upon
written notice through the Silicon Network, elect one of the following remedies:
(1) Penalty Burn Order: The GPU Owner may require the Provider to perform a Penalty DC
Burn equal to twice the originally required Remedial DC Burn, to be executed and tagged
within fifteen (15) days of such notice.
or
(2) Redeem Equipment for Breach: The GPU Owner may initiate Redemption of the affected
GPU(s) under Section 9, with all fees waived and the Provider bearing all shipping and
handling costs.
(vii) Owner Election and Finality
The GPU Owner must elect one of the two remedies described above within thirty (30) days
after the Provider’s missed burn deadline. Failure to do so shall constitute a waiver of
further claims for that month’s outage except for persistent failure under Section 5.5. If the
GPU Owner elects the Redemption remedy, Provider’s failure to complete the Redemption
within the time specified in Section 9.3 shall be considered a material breach subject to
escalation under Section 21.2.5.4. Unplanned Outage Notification
The Provider shall notify the GPU Owner through the Silicon Network of any unplanned outage
affecting the Equipment within [four (4)] hours of detection of such outage. Such notification
shall include the cause of the outage (if known), the expected duration, and the steps being taken
to restore service.
5.5. Persistent Failure
If the Provider fails to achieve the Minimum Uptime for [three (3) consecutive calendar months],
the GPU Owner shall have the right, upon notice to Provider, to either: (a) terminate this
Agreement and Redeem the Equipment at the Provider’s expense including shipping and
insurance cost; or (b) continue to exercise the outage remedies described in section 5.3.
5.6. Exclusions
The Provider shall not be liable for failure to meet the Minimum Uptime to the extent such
failure is solely caused by: (a) a Force Majeure Event; (b) actions or omissions of the GPU
Owner or any third party acting on behalf of the GPU Owner where such actions or omissions
were not approved by Provider; (c) failure or malfunction of equipment, networks, or systems
not controlled by the Provider; or (d) emergency maintenance required to prevent imminent harm
to the Equipment or Data Center. (e) Downtime resulting from GPU hardware failure that
renders the unit inoperable, provided that: (i) the Provider notifies the GPU Owner of the failure
within seventy-two (72) hours via the Silicon Network; (ii) the failed GPU is replaced with an
equivalent unit pursuant to Section 12.1 within ten (10) Business Days; and (iii) the replacement
is documented in the Silicon Network as required by Section 12.2. Such downtime shall not
count against Minimum Uptime calculations and shall not trigger any SLA remedies under
6. PAYMENTS AND REVENUE SHARING
6.1. Revenue Generation
The Provider shall use its sole discretion to maximize Revenue and the Equipment’s utilization
rate, including, without limitation, programmatic allocation via rental platforms.
6.2. Revenue Share
As compensation for the use of the Equipment, the Provider shall pay the Revenue Share to the
GPU Owner. The Revenue Share is calculated by multiplying Net Revenue times the Percent of
Revenue set forth in Schedule A. For clarity, each GPU shall be treated as a standalone unit for
Revenue Share purposes, and the GPU Owner's Revenue Share shall not be pooled with those of
other equipment owners unless such pooling is pursuant to a separate agreement entered into by
the applicable Parties.
6.3. Pre-Mainnet Payments in USDC
Prior to the public mainnet launch of the Silicon Network, the Provider shall pay the Revenue
Share directly to the GPU Owner in USD Coin (“USDC”). Such payments shall be made no less
frequently than once per calendar month, with the final payment for a calendar month’s Revenue
Share being provided to GPU Owner no later than 30 days following the close of such calendar
month. Each payment shall be accompanied by the Revenue Report (as defined herein).
6.4. Post-Mainnet Payments in SIL
Following the public mainnet launch of the Silicon Network, the Provider will not pay Revenue
Share directly to the GPU Owner. Instead, the GPU Owner shall earn and claim rewards in SIL,
the native token of the Silicon Network, via the smart contract–driven reward mechanism
defined in the Silicon Protocol. Although the definitive workings of the Silicon Protocol are
contained in the Silicon Protocol itself, the following aspects of the Silicon Protocol are included
herein for convenience: (a) SIL rewards will be allocated based on compute rental time and
customer data credits burned for the Equipment. (b) rewards shall be distributed in accordance
with the epoch duration and reward logic specified in the Silicon Terms and Conditions at
https://www.silicon.net/terms , as they are amended by Berkeley from time to time. (c) The
Provider shall continue to report GPU utilization data to the Silicon Protocol, as required, to
ensure accurate reward computation. (d) Details of the reward mechanism for owner is covered
in the Silicon Litepaper at https://www.silicon.net/litepaper/introduction .
6.5. Token Volatility Acknowledgment
The GPU Owner acknowledges and agrees that the market value of SIL and USDC may fluctuate
in relation to USD and other fiat currencies, and that the Provider makes no representations,
warranties, or guarantees with respect to the price, liquidity, or future value of SIL and USDC.
The GPU Owner assumes full responsibility for any market risk associated with the receipt,
holding, and use of SIL and USDC tokens.
6.6. Reporting and Transparency
Each monthly USDC payment made prior to mainnet shall be accompanied by a report made
available through the Silicon Network dashboard or API (each, a “Revenue Report”), which shall
include: (a) Revenue; and (b) the calculated Revenue Share paid to the GPU Owner. Following
mainnet launch, SIL reward activity shall be published via the Silicon Protocol's on-chain
interfaces and reporting dashboards for public verification.
7. USE OF SILICON SOFTWARE
7.1. Mandatory Software Use
All Parties agree to use Berkeley's designated software tools and platforms for all operational
aspects of this Agreement, including but not limited to: (a) tracking GPU health, performance,
and utilization; (b) reporting and payment of Revenue and Revenue Share payments (except asprovided in Section 5.3 of this Agreement); (c) maintaining and updating GPU metadata; and (e)
coordinating dispute resolution and/or Redemption processes. The Parties acknowledge that
together with this Agreement, the Silicon Network serves as the authoritative system of record,
and that the Silicon Protocol is the authoritative process for all Equipment-related operational
data and contractual interactions.
7.2. Software Access and Authentication
The Provider shall ensure the GPU Owner has appropriate access to the Silicon Network to view
performance metrics, Revenue and Revenue Share data, and other relevant information
pertaining to the Equipment. The GPU Owner agrees to abide by Silicon Network’s terms of
service and user agreements when accessing such software. Authentication to the Silicon
Network shall be secured using industry-standard techniques, which may include but are not
limited to cryptographic wallet signatures, multi-factor authentication, and API keys.
7.3. Data Integration and Reporting Requirements
The Provider shall maintain appropriate technical integrations between its operational systems
and the Silicon Network to ensure timely and accurate reporting of all data related to the subject
matter of this Agreement. Such integrations shall include, at a minimum: (a) real-time or near-
real-time reporting of GPU operational status and performance metrics; (b) daily reporting of
downtime, and maintenance events; and (d) periodic submission of data center environmental
conditions and security status.
7.4. Data Retention and Auditability
All data transmitted to or processed by the Silicon Protocol shall be retained by Provider during
the Term of this Agreement and [one (1)] year thereafter. This data shall be maintained in a
format that enables audit trails, dispute resolution, and historical performance analysis.
7.5. Software Updates and Maintenance
GPU Owner and Provider acknowledge that Berkeley may periodically update the Silicon
Network and Silicon Protocol. GPU Owner and Provider agree to promptly adopt any critical
security procedures and software updates and to implement non-critical security procedures and
software updates within a reasonable timeframe.
8. RECOVERY OF GPU NFT IN THE EVENT OF LOSS OR COMPROMISE
The Parties acknowledge that a GPU NFT represents the sole and exclusive evidence of
ownership of the corresponding GPU under this Agreement. Loss of access to the GPU NFT—
whether due to forgotten credentials, theft, compromise, or other causes—may prevent a GPU
Owner from accessing rewards or exercising rights under this Agreement.
To address such situations, Provider and the Berkeley may, at their sole discretion, develop and
publish procedures for the verification, invalidation, and potential reissuance of GPU NFTs
through a future recovery or governance mechanism. Any such procedure shall be subject toindependent verification, minimum security thresholds, and possible waiting periods, and may
require cooperation by the original wallet holder, including submission of documentation or legal
attestation.
Neither the Provider nor Berkeley makes any guarantee of NFT recovery or replacement.
However, the Parties agree that reasonable steps will be taken in good faith to consider future
recovery paths for legitimate cases of loss or theft, and that such recovery, if supported, will be
implemented through the Silicon Network and not through obligations of the Provider under this
Agreement.
The GPU Owner acknowledges and accepts the risk of key loss, theft, or technical compromise
associated with holding digital assets, and agrees to maintain appropriate security practices.
9. REDEMPTION OF PHYSICAL GPU
9.1. Redemption Right
The GPU Owner shall have the right to receive physical possession of the GPU represented by
the GPU NFT or an equivalent replacement unit no older than 12 months age by surrendering
the corresponding GPU NFT to the Provider.
9.2. Redemption Notice
To exercise this Redemption right, the GPU Owner shall provide written notice to the Provider
through the Silicon Network, specifying the UUID of the GPU, the requested delivery method,
ship date, ship-to location, type/nature/amount of insurance desired for the shipment, if a
delivery signature is required, and billing instructions for the freight and insurance charges (each,
a “Redemption Notice”). The Redemption Notice must be provided at least 60 days prior to such
requested ship date. Provider may require that the GPU Owner pre-pay (prior to shipment)
Provider for freight and insurance charges.
9.3. Delivery Window
Upon receipt of such Redemption Notice, the Provider shall ship the GPU in accordance with the
instructions on the Redemption Notice. If Provider does not effect such shipment in accordance
with such instructions, then such failure shall constitute a material breach of this Agreement.
9.4. Shipping and Handling
The GPU Owner shall be responsible for all shipping, handling, and insurance costs associated
with the Redemption. The Provider shall package the GPU in accordance with best industry
practices to minimize the risk of damage during transit. The Provider is not responsible for losses
in transit, and recommends that the GPU Owner insure the shipment against such loss.
9.5. Condition of Equipment
The Provider shall not be responsible for any damage occurring during transit if the GPU was
properly packaged.9.6. NFT Burn
Upon Provider’s delivery of the GPU to the GPU Owner’s nominated shipper, (a) Provider shall
provide the Silicon Protocol with the tracking number and/or waybill number, and (b) the
Provider will burn or otherwise permanently deactivate the associated GPU NFT to reflect that
such GPU is no longer covered by this Agreement (except that the Provider is still obligated to
pay GPU Owner for Revenue Share generated by such GPU prior to its Redemption).
9.7. Early termination by owner
The GPU Owner may, at any time and without cause, terminate this Agreement by initiating the
Redemption process pursuant to Section 8 and providing at least thirty (30) days’ written notice
to the Provider through the Silicon Network. In such case, the following terms apply:
(a) Scope of Return: The Provider shall return either the original GPU or a functionally
equivalent replacement unit of the same model and performance class, with an approximate age
no older than 12 months from the original deployment date. The GPU shall be returned in good
working condition, but shall exclude any shared components of the host server or chassis,
including CPU(s), memory, storage, networking hardware, power supply units, and chassis
frame.
(b) Early Termination Fee: The GPU Owner shall pay a non-refundable Early Termination Fee
equal to a percent of the original purchase price of the GPU, as listed in Schedule A. This fee
shall be paid in full prior to shipment or pickup of the Equipment.
(c) Shipping and Insurance: The GPU Owner is responsible for all shipping, handling, and
insurance costs related to the return. The Provider shall deliver the GPU within sixty (60) days
following both: (i) receipt of the Early Termination Fee and (ii) confirmation of shipping and
insurance arrangements.
(d) No Refund or Residual Rights: The GPU Owner acknowledges that early termination under
this Section does not entitle them to any refund of the original GPU purchase price, nor to any
claim on the residual or liquidation value of the GPU, unless otherwise agreed in a separate GPU
Purchase Agreement.
10. TRANSFERABILITY OF NFT AND RIGHTS
10.1. Unrestricted Transfer
The GPU Owner may transfer the GPU NFT to any third party at any time, subject only to the
restrictions set forth in this Section 10. The transfer of the GPU NFT shall automatically transfer
all rights and obligations of the GPU Owner under this Agreement to the new holder.10.2. Transfer Mechanism
All transfers of the GPU NFT must be executed through the Silicon Network. Subject to this
Section 9, such transfer is considered complete and effective upon confirmation of the
transaction on the blockchain.
10.3. Transferee Compliance
Any transfer of the GPU NFT is subject to the condition that (X) the transferee: (a) is not subject
to sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets
Control (OFAC); (b) is not located in a jurisdiction where such transfer would violate applicable
law; and (d) agrees to be bound by the terms of this Agreement; and (Y) such transfer is not
permitted by applicable law. (e) By accepting transfer of the GPU NFT on-chain, the transferee
shall be deemed to have read, acknowledged, and agreed to the terms of this Agreement, which
shall bind the transferee as GPU Owner.
10.4. Provider Notification
The Silicon Network shall maintain a system to automatically informs the Provider of the date
and time of any transfer of the GPU NFT. The Provider shall promptly update its records
accordingly and recognize the new holder as the GPU Owner, as of such date and time, for all
purposes under this Agreement.
10.5. Transfer Representations and Assumption of Risk.
Each transferring GPU Owner (“Transferor”) represents and warrants to the transferee GPU
Owner (“Transferee”) and to Provider that: (a) the Transferor has full legal right and authority to
transfer the GPU NFT; (b) the GPU NFT is free from undisclosed liens, claims, or
encumbrances; and (c) the Transferor has not otherwise assigned or transferred rights in the
underlying GPU to any other person.
The Transferee acknowledges and agrees that, except as expressly provided in this Agreement,
the GPU NFT is transferred “AS IS” and “AS AVAILABLE,” without any representations or
warranties of performance, revenue history, or condition of the physical GPU. The Provider
makes no representations as to the transfer terms, valuation, or suitability of any GPU or NFT
transfer. All risks associated with acquiring or accepting the GPU NFT, including potential
disputes with third parties, shall be borne solely by the Transferee.
10.6. Optional Transfer Documentation.
While not required to complete a valid on-chain transfer, the Parties acknowledge that Transferor
and Transferee may choose to execute a separate Transfer Agreement (which may include
representations, warranties, disclosures, or indemnities) governing the commercial terms of the
sale or transfer of the GPU NFT. The Silicon Network shall not be responsible for enforcing such
off-chain agreements, but any material terms or disputes arising thereunder may be submitted to
arbitration under Section 22.9.10.7. 10.7. Provider Indemnity and Transfer Risk Allocation.
The GPU Owner (whether Transferor or Transferee) agrees to indemnify and hold harmless the
Provider from any liability, claims, or losses arising from: (a) disputes between prior and current
GPU Owners regarding ownership, payment, encumbrances, or historical use; or (b) incomplete
or disputed off-chain transfer agreements.
The Provider may, in its sole discretion, temporarily suspend Services for the affected GPU if a
transfer dispute arises, pending resolution through arbitration or legal process.
11. INSURANCE AND RISK OF LOSS
11.1. Provider Insurance Obligations
The Provider shall, at its own expense, obtain and maintain throughout the Term commercial
insurance coverage sufficient to cover the replacement cost of the Equipment in the event of loss
or damage. Such insurance shall include at least: (a) commercial property insurance covering
physical damage to or loss of the Equipment; (b) business interruption insurance; and (c) general
liability insurance.
11.2. Proof of Insurance
The Provider shall provide certificates of insurance to the GPU Owner upon request,
demonstrating compliance with the insurance requirements set forth in this section.
11.3. Risk of Loss
The Provider shall bear the risk of loss, damage, or destruction of the Equipment while under its
physical control, except and only to the extent of an uninsured loss, damage, or destruction
which is caused by a Force Majeure Event. If all or any portion of the Equipment is lost, stolen,
or damaged beyond repair while under the Provider's control, the Provider shall, at Provider’s
option: (a) promptly notify the GPU Owner through the Silicon Network; (b) replace such
Equipment with equivalent model(s) of similar age and condition; or (c) through the Silicon
Network, reimburse the GPU Owner and Server Owner for the fair market value of their
Equipment immediately prior to the time of loss.
12. HARDWARE SUBSTITUTION POLICY
12.1. Replacement of Failed Equipment
In the event that a GPU fails or becomes inoperable during the Term, the Provider may, at its
option, replace such failed GPU with an equivalent replacement subject to the following
conditions: (a) the replacement GPU must be of the same model and performance class as the
original; (b) the replacement GPU must be in good working condition; and (c) the Provider must
document the replacement in the Silicon Network, including the new UUID and any relevant
metadata.
12.2. Transfer of Terms
Upon substitution of a GPU pursuant to Section 12.1, (a) all terms and conditions of this
Agreement shall apply to the replacement GPU as if it were the original Equipment, and (b) the
Silicon Network will update the GPU NFT to reflect the new UUID and other identifying
information.
12.3. Owner Notification
The Provider shall promptly notify the GPU Owner and Server Owner of any hardware
substitution, including the reason for replacement and the specifications of the replacement GPU
and/or other Equipment. The GPU Owner and Server Owner shall have the right to reject
proposed replacement(s) only if the replacements are not reasonably similar in technical and
economic performance; rejection shall trigger redemption rights and process in Section 8.
13. END-OF-LIFE AND DECOMMISSIONING
The GPU shall have an end of life date included in the metadata of the associated GPU NFT to
indicate the remaining life in the service agreement with the provider. Upon the EOL date, a
decommissioning process is initiated as laid out in section 13.1. Provider may also initiate the
EOL process following a determination as laid out in section.
13.1. Decommissioning Process
At the EOL date of the GPU as indicated in the metadata of the GPU NFT, the following shall
govern the decommissioning process. The Provider shall notify the GPU Owner and the Server
Owner through the Silicon Network that the GPU has reached the EOL date. The following
scenarios apply:
(i) (ii) Owner extension option: If the GPU owner is also the owner of all GPUs in the
specific server in which the GPU resides, the owner has the option to request a 12-
month extension on the EOL. If the provider agrees, the EOL date shall be extended
by 365 days, after which time the owner may request an additional extension. If
provider does not agree to extend, the below scenarios shall apply.
Owner Redemption: If the owner owns all GPUs in the server, and the owner
extension option is not exercised, or the owner does not own all GPUs in the server,
Owner may redeem their GPU, which triggers the redemption process described in
section 8. If, within thirty days after receipt of the EOL notice, the GPU Owner has
not provided, through the Silicon Network, a Redemption Notice to Provider, the such
non-notifying Owner is deemed to consent to liquidation instead of Redemption.
Equipment not subject to a Redemption Notice shall be marketed and sold by
Provider through commercially reasonable channels to maximize the value of
proceeds from such sale.(iii) (iv) Liquidation: Owner may opt for liquidation of their GPU, which triggers the
liquidation process described in section
13.2. Provider Economic Hardship Exit Option:
Notwithstanding the EOL date set forth in the GPU NFT metadata, the Provider may initiate the decommissioning process for a
GPU prior to its scheduled EOL if the following conditions are met: (a) The GPU has
generated less than in Net Revenue listed in Schedule A for three (3) consecutive
calendar months (the “Economic Threshold”); (b) The Provider reasonably
determines, in good faith, that continued hosting of the GPU would result in sustained
financial loss, taking into account power costs, platform fees, and operational
overhead; and (c) The Provider submits written notice of early decommissioning to
the GPU Owner through the Silicon Network, including (i) a summary of revenue and
cost data supporting the hardship claim, and (ii) the proposed effective
decommissioning date, which shall be no less than sixty (60) days from the date of
notice. Upon delivery of such notice, the GPU Owner shall have thirty (30) days to
elect, via the Silicon Network, to: 1) Redeem the affected GPU(s) in accordance with
Section 9 (all Early Termination Fees shall be waived); or 2) Decline redemption, in
which case the GPU(s) shall be liquidated pursuant to Section 13.3 at the end of the
thirty-day notice period. If the GPU Owner fails to respond within fifteen (15) days,
the GPU Owner shall be deemed to have elected liquidation. The Provider shall not
owe any further performance obligation with respect to the affected GPU(s) following
such liquidation.
13.2. Liquidation
When a GPU moves from decommissioning into liquidation instead of redemption, the following
governs the process: Provider shall contract an arms-length liquidation entity or attempt to
liquidate at fair market value to recoup the best residual value possible. Any non-redeemed
GPUs shall be liquidated along with the associated server components. The liquidated sum shall
be shared pro rata between the GPU owners in the server unit after first a) paying out Provider
for reasonable third party costs and expenses incurred in connection with such liquidation, b) and
to first pay the Provider the Decommissioning Fee listed in Schedule A of the total liquidation
amount.
14. DISASTER RECOVERY AND FORCE MAJEURE
14.1. Disaster Recovery Plan
The Provider shall maintain a comprehensive disaster recovery plan that addresses potential
disruptions to the operation of the Equipment, including but not limited to power outages,
network failures, natural disasters, cyber attacks, ransomware, and other security incidents. This
plan shall: (a) be reviewed and updated by Provider at least annually; (b) include procedures for
emergency response, data backup, and service restoration; (c) specify recovery time objectives
(RTOs) and recovery point objectives (RPOs) for critical systems; (d) outline communicationprotocols for notifying the GPU Owner and other stakeholders of incidents; and (e) be tested by
Provider through periodic drills or simulations at least once per calendar year. The Provider shall
provide a summary of this plan to the GPU Owner upon request and shall notify the GPU Owner
of any material changes to the plan within [thirty (30)] days after such change.
14.2. Redundancy and Backup Systems
The Provider shall implement and maintain reasonable redundancy measures to minimize service
disruptions, including: (a) redundant power sources with automatic failover capabilities, such as
uninterruptible power supplies (UPS) and backup generators with on-site fuel sources; (b)
multiple network connectivity paths from different providers; (c) appropriate environmental
controls with monitoring and alerting systems; and (d) security systems, including physical
access controls and cybersecurity measures.
14.3. Force Majeure Suspension
A “Force Majeure Event” means any circumstance beyond a Party’s reasonable control that
prevents or materially delays performance under this Agreement (excluding payment
obligations). Such events include, but are not limited to: acts of God, war, terrorism, natural
disasters, pandemics, power grid failures, cyberattacks, and labor strikes.
In the event of a Force Majeure Event, the affected Party’s performance obligations shall be
suspended to the extent and for the duration of the Force Majeure Event, provided that the
affected Party:
(a) notifies the other Parties through the Silicon Network of the nature and expected duration of
the Force Majeure Event within seventy-two (72) hours of becoming aware of its occurrence;
(b) provides regular updates on the status and expected impact of the event on performance
obligations;
(c) uses commercially reasonable efforts to mitigate the effects of the Force Majeure Event;
(d) documents all mitigation efforts and provides such documentation to the other Parties upon
request; and
(e) resumes performance as soon as reasonably possible after the Force Majeure Event ends.
Notwithstanding the foregoing, if the Force Majeure Event results in the loss, damage, or
destruction of the Equipment, the Provider shall not be liable for such loss or damage to the
extent that:
(i) the loss is not covered by the Provider’s commercial insurance policies; and
(ii) the Provider had implemented and maintained reasonable safeguards and recovery measures
in accordance with best industry standards prior to the occurrence of the Force Majeure Event.
14.4. Allocation of Resources During Force Majeure
If a Force Majeure Event affects the Provider's ability to operate multiple equipment units,
including the Equipment covered by this Agreement, the Provider shall allocate available
resources (such as power, cooling, and network capacity) on a fair and non-discriminatory basis,
without favoring the Provider's own equipment or that of other customers over the Equipment
covered by this Agreement.
14.5. Extended Force Majeure
If a Force Majeure Event prevents the Provider from delivering the Services for a continuous
period of more than ninety (90) calendar days, then either the GPU Owner or the Provider may
terminate this Agreement upon written notice to the other Party. Upon such termination, the GPU
Owner may elect to either:
(a) Redeem the affected Equipment in accordance with Section 9; or
(b) if the Equipment has been lost, damaged, or destroyed due to the Force Majeure Event,
receive compensation in accordance with the terms below.
In cases where the Equipment was damaged or destroyed as a result of the Force Majeure Event,
the Provider shall:
(i) document the condition of the Equipment with photographs and/or technical assessments;
(ii) promptly initiate and cooperate with all applicable insurance claims; and
(iii) at the GPU Owner’s option, either:
(A) return the damaged Equipment in its current condition (if still in Provider’s possession),
or
(B) compensate the GPU Owner based on the fair market value of the Equipment immediately
prior to the Force Majeure Event.
Any insurance proceeds received with respect to such Equipment shall be applied first toward
repair or replacement of the Equipment. Any excess proceeds shall be distributed to the GPU
Owner and Server Owner in accordance with their ownership interests.
14.6. Insurance Proceeds
Any insurance proceeds received for the Equipment shall be used first to repair or replace the
Equipment, with any excess proceeds shared between Provider and Owner based on the revenue
share terms.
15. AUDIT AND TRANSPARENCY
15.1. Record Keeping
The Provider shall maintain accurate records of all activities related to the Equipment, including
but not limited to: (a) usage and performance metrics; (b) revenue generation and allocation; (c)
maintenance and servicing activities; and (d) any incidents affecting the operation of the
Equipment.
15.2. Dashboard Access
The Provider shall ensure that the Owner has continuous access to a dashboard or reporting
interface that displays real-time or near-real-time information about the Equipment's
performance, usage, and revenue generation.
15.3. Silicon Audit Rights
The Parties acknowledge that Berkeley reserves the right to audit Providers participating in the
Silicon Network to ensure compliance with Silicon Network’s and Silicon Protocol’s policies and
to maintain system integrity. The Provider agrees to cooperate, at its own expense, with any
reasonable audit request from Berkeley relating to the Equipment or this Agreement.
16. TAXES
16.1. Tax Responsibility
Each Party shall be solely responsible for determining, reporting, and paying all taxes applicable
to its activities and income under this Agreement, including any taxes on Revenue Share receipts
or SIL token rewards. Such taxes include, but are not limited to, income taxes, capital gains
taxes, value-added taxes, sales taxes, and any other applicable taxes imposed by any
governmental authority.
16.2. Tax Classification of Relationship
The Parties acknowledge and agree that this Agreement creates a service and revenue-sharing
relationship, not a partnership, joint venture, or employer-employee relationship for tax purposes.
No Party shall take any position inconsistent with this classification on any tax return or in any
tax proceeding. Prior to mainnet, while Provider is making USDC payments to Provider,
Provider may be obligated to issue a 1099 to Owner depending on jurisdiction of owner and
provider. After mainnet, Owner solely earns SIL rewards from on-chain smart contracts in the
Silicon Protocol, not from Provider.
16.3. Tax Reporting and Documentation
Prior to mainnet and while Provider is remitting USDC to Owner, the Provider may issue
appropriate tax documentation (e.g., Form 1099 in the United States or equivalent documentation
in other jurisdictions) to the GPU Owner and Server Owner as required by applicable law. The
Owner agrees to provide the Provider with accurate tax information, including applicable taxidentification numbers, within [thirty (30)] days of the Effective Date and to promptly notify the
Provider of any changes to such information.
16.4. VAT and Sales Taxes
If any value-added tax, goods and services tax, sales tax, or similar tax is applicable to payments
made under this Agreement, the Provider shall include such tax on invoices to the GPU Owner
and Server Owner in accordance with applicable law. The GPU Owner and Server Owner shall
be responsible for paying such taxes in addition to the amounts otherwise due to Provider under
this Agreement, or as a reduction to amounts receivable from Provider, unless an exemption
applies and the GPU Owner or Server Owner provides valid exemption documentation.
16.5. Tax on Digital Assets
The GPU Owner and Server Owner acknowledge that the tax treatment of digital assets,
including the GPU NFT and SIL tokens, is evolving and may vary by jurisdiction. The tax
consequences of minting, holding, transferring, or redeeming the GPU NFT, or of receiving,
holding, or transferring SIL tokens, may result in tax liabilities for the GPU Owner and Server
Owner. The GPU Owner and Server Owner are solely responsible for determining and satisfying
such tax obligations.
16.6. No Tax Advice
Neither the Provider nor Berkeley shall be responsible for providing tax advice to the GPU
Owner or Server Owner regarding the tax treatment of any transaction related to this Agreement
including, without limitation: Revenue Share payments, SIL token rewards, or any other aspect
of this Agreement. Each Party is advised to consult with its own tax advisors. Any tax
information provided in the Silicon Network documentation, Silicon Protocol, or elsewhere is for
informational purposes only and may not be relied upon as tax advice.
16.7. Tax Indemnification
Provider shall indemnify and hold harmless the other Parties from and against any and all taxes,
penalties, interest, and expenses arising from or related to Provider’s failure to comply with its
tax obligations under this Agreement, except to the extent such failure results from the other
Partys’ failure to comply with their obligations under this Agreement.
17. ONBOARDING, KYC and KYB
17.1. Owner Onboarding Requirements
Prior to receiving any Revenue Share payments or SIL rewards, the GPU Owner and Server
Owner must complete Provider’s onboarding and know-your-customer process (“KYC”), or
know-your-business (“KYB”) which may include: (a) providing personal or entity identification
information, including government-issued photo identification for individuals or formation
documents for entities; (b) confirming beneficial ownership through appropriate documentation
and attestations; (c) completing any required anti-money laundering (“AML”) screening; (d)providing proof of address and/or jurisdiction of incorporation; (e) completing a source of funds
declaration for substantial investments; (f) providing banking or digital wallet information for
payment processing; and (g) any other information which Provider reasonably requests in
connection with KYC. The GPU Owner and Server Owner acknowledge that failure to complete
these requirements to Provider’s satisfaction may result in the withholding of payments until
such compliance is achieved.
17.2. Provider Onboarding and Verification
The Provider must complete Berkeley's provider verification process, which may include: (a)
business entity verification, including proof of legal existence and good standing; (b) background
checks on key executives and operational personnel; (c) data center facility documentation and
verification, which may include virtual or physical inspections; (d) technical integration
capability assessment; (e) Security protocol verification; and (f) confirmation of appropriate
insurance coverage as required by Section 10 of this Agreement. Silicon reserves the right to
deny or revoke Provider status based on the results of this one-time and/or ongoing verification
process.
17.3. Timeliness of Onboarding
All Parties agree to complete their respective onboarding processes in Section 17.1and 17.2 of
this Agreement within [thirty (30)] days of the Effective Date. If any Party fails to complete the
onboarding process within this timeframe, the other Parties may terminate this Agreement
without penalty by providing written notice to such other Parties.
17.4. Ongoing Compliance Obligations
Both Parties acknowledge that KYC and AML requirements may change over time due to
regulatory developments, and agree to (a) promptly comply with any reasonable updates to
Silicon's onboarding; (b) submit to periodic re-verification, which shall not occur more
frequently than once per calendar year unless required by law or due to material changes in a
Party's circumstances; (c) notify Berkeley of any material changes to the information provided
during the onboarding process within five (5) days of such change; and (d) cooperate with any
investigations or inquiries related to KYC or AML compliance.
17.5. Privacy and Data Protection
Provider shall handle all personal information collected during the onboarding process in
accordance with its privacy policy and applicable data protection laws. The Parties acknowledge
that certain of this information may be shared with the Provider, GPU Owner, Server Owner,
and/or relevant regulatory authorities as necessary for compliance purposes.
17.6. Sanctions Compliance
All Parties represent and warrant that they are not subject to sanctions administered by the U.S.
Department of the Treasury's Office of Foreign Assets Control (OFAC), the European Union, theUnited Nations, nor any other relevant sanctions authority. Each Party shall implement
appropriate screening procedures to ensure ongoing compliance with applicable sanctions
programs throughout the Term.
17.7. Rejection or Termination Based on Compliance Concerns
Provider reserves the right, in its sole and absolute discretion, to reject or terminate a Party’s
participation in the Silicon Protocol if such Party: (a) fails to provide requested information
necessary for KYC or AML compliance; (b) provides false or misleading information during the
onboarding process; (c) is or becomes subject to sanctions or is determined by Provider to
present an unacceptable risk of money laundering or other financial crime; or (d) engages in
activities that could damage Provider’s reputation or expose Provider to legal or regulatory risk.
In the event of termination of Silicon Network participation based on such compliance concerns,
the Provider shall cooperate with the Redemption or transfer of the Equipment. Termination
under the terms of this subsection shall trigger the liquidation process and obligations listed in
section 13.2.
18. ASSIGNMENT AND DELEGATION
18.1. Owner Assignment
The GPU Owner may freely assign its rights and obligations under this Agreement by
transferring the GPU NFT in accordance Section 10 of this Agreement.
19. WARRANTIES AND COMPLIANCE
19.1. Mutual Representations and Warranties
Each Party represents and warrants to the other that, as of the Effective Date and throughout the
Term: (a) if it is not a natural person, it is duly organized, validly existing, and in good standing
under the laws of its jurisdiction of formation and has complied in all material respects with
applicable laws in connection with its corporate existence and operations; (b) it has full right,
power, and authority to enter into this Agreement and to perform its obligations hereunder; (c)
the execution, delivery, and performance of this Agreement have been duly authorized by all
necessary corporate or other organizational action; and (d) this Agreement constitutes a legal,
valid, and binding obligation of such Party, enforceable against it in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, or other laws affecting creditors'
rights generally and general principles of equity.
19.2. Provider Representations and Warranties
The Provider further represents and warrants that: (a) it has and shall maintain the personnel,
infrastructure, technical expertise, and operational capacity to provide the Services in accordance
with this Agreement and best applicable industry standards; (b) the Data Center and surrounding
infrastructure used to house the Equipment constitute a commercially reasonable and secure
environment, with appropriate protections for power, climate control, physical and digitalsecurity, and network reliability; (c) it is not a party to any agreement or subject to any order,
judgment, or decree that would conflict with, restrict, or impair its ability to perform its
obligations under this Agreement; (d) it shall comply with all applicable laws and regulations,
including environmental, cybersecurity, export control, and data center operational requirements
applicable to the performance of its obligations under this Agreement; and (e) it shall not
knowingly use the Equipment in a manner that would violate applicable law, including any law
or regulation administered by the U.S. Department of the Treasury's Office of Foreign Assets
Control (OFAC).
19.3. Owner Representations and Warranties
GPU Owner further represent and warrants that: (a) it has good, valid, and legal title to the GPU
and Non-GPU Equipment (respectively), and the GPU and Non-GPU Equipment (respectively)
is free from all liens, claims, encumbrances, and security interests, except as disclosed and
acknowledged by the Provider in writing; (b) it has full authority to make available the GPU and
Non-GPU Equipment (respectively) to this Agreement for use by the Provider in accordance
with the terms hereof; (c) the GPU Owner is the rightful holder of the GPU NFT representing
ownership of the GPU, and such tokenization is sufficient to establish legal ownership for
purposes of this Agreement; (d) it is not subject to any legal prohibition or sanction that would
prevent it from entering into or performing this Agreement, including applicable trade
restrictions, anti-money laundering laws, or OFAC sanctions; and (e) it shall comply with all
applicable tax reporting and legal obligations arising from the receipt of consideration under this
Agreement, and acknowledges that neither the Provider, Berkeley nor Silicon Network is
responsible for tax withholding or tax advice.
19.4. Survival of Warranties
The representations and warranties set forth in this Section shall survive the execution and
delivery of this Agreement and shall remain in full force and effect throughout the Term.
20. INDEMNIFICATION AND LIABILITY
20.1. Indemnification by Provider
The Provider shall indemnify, defend, and hold harmless the GPU Owner, Berkeley and their
Affiliates, and their respective officers, directors, employees, and agents (collectively, the
"Owner Indemnitees") from and against any and all third-party claims, suits, actions, demands,
liabilities, losses, damages, settlements, costs, and expenses (including reasonable attorneys' fees
and court costs) arising out of or relating to: (a) the Provider's breach of any representation,
warranty, or covenant under this Agreement; (b) the gross negligence, fraud, or willful
misconduct of the Provider or its subcontractors in the performance of its obligations under this
Agreement; or (c) any claim that the Provider's operation or use of the Data Center, or its
integration of third-party tools or software into the Silicon Network, infringes any intellectual
property rights of a third party.20.2. Indemnification by GPU Owner
The GPU Owner shall indemnify, defend, and hold harmless the Provider and its Affiliates, and
their respective officers, directors, employees, and agents (collectively, the "Provider
Indemnitees") from and against any and all third-party claims, suits, actions, demands, liabilities,
losses, damages, settlements, costs, and expenses (including reasonable attorneys' fees and court
costs) arising out of or relating to: (a) the GPU Owner's breach of any representation, warranty,
or covenant under this Agreement; (b) the gross negligence, fraud, or willful misconduct of the
GPU Owner in connection with its rights or activities under this Agreement; or (c) any claim
relating to the transfer, collateralization, or ownership dispute involving the GPU NFT, except
where such claim results from the Provider's unauthorized action, misconduct or gross
negligence.
20.3. Indemnification Procedure
The party seeking indemnification (the "Indemnified Party") shall provide prompt written notice
to the Party from whom indemnification is sought (the "Indemnifying Party") upon becoming
aware of any claim subject to indemnification under this Agreement; provided, however, that
failure to give such notice shall not relieve the Indemnifying Party of its indemnification
obligations except to the extent it has been materially prejudiced by such failure. The
Indemnifying Party shall have the right, at its sole cost and expense, to assume the defense of the
claim with counsel reasonably acceptable to the Indemnified Party. The Indemnified Party may
participate in such defense at its own expense. The Indemnifying Party shall not settle any claim
that imposes any non-monetary obligations or admissions of fault or liability on the Indemnified
Party without the Indemnified Party's prior written consent, which shall not be unreasonably
withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying
Party, at the Indemnifying Party’s expense, in the defense and resolution of any such claim.
20.4. Limitation of Liability
Except for liability arising from a party's indemnification obligations, gross negligence, fraud, or
willful misconduct, neither party shall be liable to the other for any indirect, incidental, special,
exemplary, or consequential damages, including without limitation lost profits, lost revenue, or
business interruption, even if advised of the possibility of such damages.
20.5. Liability Cap
Except for liability arising from a party's indemnification obligations, gross negligence, fraud, or
willful misconduct, the total aggregate liability of either party under this agreement shall be
limited to the amount of revenue share paid or payable to the owner under this agreement in the
one year period immediately preceding the event giving rise to such claim.
21. TERM AND TERMINATION
21.1. Initial Term
This Agreement shall commence on the date that the GPU Owner first takes custody of the
corresponding GPU NFT and shall remain in full force and effect until the End-of-Life (“EOL
”) term as indicated in the metadata of the GPU NFT, unless earlier terminated in accordance
with this Agreement. For clarity, the EOL date shall be determined solely by the EOL metadata
attribute embedded in the GPU NFT and viewable on the Silicon Network. The Parties
acknowledge and agree that this Agreement is a standardized services agreement and that the
EOL term recorded in the NFT metadata governs the term for all purposes, without the need for
individualized agreement amendments or signatures.
21.2. Termination for Breach or Regulatory Cause
The GPU Owner or Provider may terminate this Agreement immediately upon written notice if
such other party materially breaches this Agreement and fails to cure such breach within thirty
(30) days of receiving written notice of such breach. Either of these Parties may also terminate
this Agreement immediately if the other of these Parties (a) fails to pass Berkeley's KYC
requirements; (b) is found to be in violation of applicable sanctions or regulations; or (c) uses the
GPU NFT in a manner inconsistent with the policies of Berkeley, Silicon Network or Silicon
Protocol.
21.3. Effect of Termination
Upon termination of this Agreement for any reason: (a) all Revenue Share earned by the GPU
Owner through the termination date shall be promptly paid or settled; (b) the Equipment shall
either be redeemed or liquidated pursuant to this Agreement; (c) all metadata and operational
records associated with the GPU NFT shall be updated via Silicon Network to reflect such
termination status; and (d) all rights and obligations under this Agreement shall cease, except
those that expressly survive termination.
22. GOVERNING LAW AND DISPUTE RESOLUTION
22.1. Entire Agreement
This Agreement, including all Schedules and any incorporated protocols or documents
referenced herein (including the Silicon Protocol), constitute the entire agreement between the
Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous
agreements, negotiations, understandings, or communications, whether written or oral, regarding
such subject matter. In the event of contradiction between this Agreement and the GPU Purchase
Agreement, this Agreement shall prevail.
22.2. Amendments
This Agreement may only be amended, modified, or supplemented by a written instrument
executed by the applicable Parties through the Silicon Network. Communications through theplatform shall be deemed “written instruments.” No course of conduct or usage of trade shall be
used to amend the terms of this Agreement.
22.3. Waiver
No failure or delay by either Party in exercising any right or remedy under this Agreement shall
operate as a waiver thereof, nor shall any waiver be effective unless in writing and signed by the
Party against whom enforcement is sought. Any waiver shall apply only to the specific instance
and shall not operate as a continuing waiver.
22.4. Severability
If any provision of this Agreement is held to be illegal, invalid, or unenforceable by a court of
competent jurisdiction, the remaining provisions shall remain in full force and effect, and such
invalid provision shall be replaced by a valid provision that most closely reflects the Parties'
original intent.
22.5. Assignment
No Party may assign or transfer this Agreement, in whole or in part, without the prior written
consent of the other Parties, which shall not be unreasonably withheld, conditioned, or delayed;
provided, however, that any Party may assign this Agreement without such consent to (a) its
Affiliate, or (b) a successor entity in connection with a merger, acquisition, corporate
reorganization, or sale of all or substantially all of its business or assets related to the subject
matter of this Agreement. Any assignment in violation of this Section 21.5 shall be null and void.
22.6. Successors and Assigns
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective
permitted successors and assigns. In the case of a transfer of the GPU NFT to a new GPU Owner,
the rights and obligations under this Agreement shall automatically transfer to such new GPU
Owner, as provided in this Agreement.
22.7. Notices
All notices or other communications required or permitted under this Agreement shall be in
writing and shall be deemed given: (a) when delivered personally; (b) five (5) business days after
being mailed by certified mail, return receipt requested; (c) one (1) business day after being sent
by nationally recognized overnight courier; or (d) upon non-automated confirmation of receipt if
sent by electronic mail. (e ) delivered with the Silicon Network dashboard
22.8. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State
listed in the Schedule A, without regard to its conflict of laws provisions.22.9. Dispute Resolution and Arbitration
Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved
as follows: (a) the Parties shall first attempt in good faith to resolve the dispute through informal
negotiations between their respective executives; (b) if the dispute is not resolved through
informal negotiations within thirty (30) days, either Party may submit the dispute to binding
arbitration before a single arbitrator in accordance with the rules of JAMS ; (c) the arbitration
shall be conducted by a single arbitrator in the city and state listed in schedule A; (d) the
arbitrator's decision shall be final and binding and may be entered as a judgment in any court of
competent jurisdiction; and (e) each Party shall bear its own costs and expenses in connection
with the arbitration, except that the arbitrator may award costs and attorneys' fees to the
substantially prevailing Party. Judgment upon the award rendered by the arbitrator may be
entered in any court having jurisdiction.
22.10. Independent Contractors
The Parties are independent contractors, and nothing in this Agreement shall be construed as
creating a partnership, joint venture, fiduciary relationship, or agency relationship between them.
Neither Party shall have any authority to bind the other without prior written consent.
22.11. Counterparts and Execution
This Agreement may be executed in counterparts (including by electronic signature or scanned
copy), each of which shall be deemed an original, and all of which together shall constitute one
and the same instrument. The Parties agree that execution via digital signature, including through
the Silicon Network or associated onboarding flow, shall constitute valid and binding execution.
Electronic signatures shall be deemed original signatures for all purposes.
23. CONFIDENTIALITY
23.1. Confidentiality Obligations
Each Party (the "Receiving Party") agrees to maintain in strict confidence and not to disclose to
any third party, without the prior written consent of the other Party (the "Disclosing Party"), any
Confidential Information disclosed to it in connection with this Agreement, except as required by
applicable law or legal process. The Receiving Party shall use the same degree of care (but in no
event less than a reasonable degree of care) to protect the Disclosing Party's Confidential
Information as it uses to protect its own confidential information of like kind.
23.2. Definition of Confidential Information
For purposes of this Agreement, "Confidential Information" shall mean all non-public,
proprietary, or confidential information, in any form, whether written, oral, digital, or otherwise,
that is disclosed by one Party to the other and is either marked or identified as confidential, or
that the Receiving Party should reasonably understand to be confidential under the
circumstances. Confidential Information includes, without limitation, business plans, financialinformation, technical data, trade secrets, source code, system design, customer or vendor
identities, marketing strategies, operating procedures, or other sensitive commercial or technical
information.
23.3. Exclusions
Confidential Information shall not include any information that the Receiving Party can
demonstrate by written records or other competent evidence: (a) was or becomes publicly known
through no fault or breach of this Agreement by the Receiving Party; (b) was rightfully in the
Receiving Party's possession without restriction prior to disclosure by the Disclosing Party; (c) is
rightfully disclosed to the Receiving Party by a third party not subject to a duty of
confidentiality; or (d) is independently developed by the Receiving Party without use of or
reference to the Disclosing Party's Confidential Information.
23.4. Compelled Disclosure
If the Receiving Party is required by law, regulation, or valid legal process to disclose any
Confidential Information of the Disclosing Party, the Receiving Party shall provide the
Disclosing Party with prompt written notice (to the extent legally permitted) so that the
Disclosing Party may seek a protective order or other appropriate remedy. If such remedy is not
obtained, the Receiving Party may disclose only that portion of the Confidential Information
legally required to be disclosed and shall use reasonable efforts to ensure the information is
treated as confidential by the recipient.
23.5. Return or Destruction of Information
Upon termination or expiration of this Agreement, or upon written request by the Disclosing
Party, the Receiving Party shall promptly return or destroy all Confidential Information in its
possession or control, including all copies and derivatives thereof, and certify such return or
destruction in writing, except where retention is required by applicable law or standard data
backup policies.
23.6. Survival
The following provisions shall survive the termination or expiration of this Agreement for any
reason: Sections 1 (Definitions), 2 (Tokenization and Ownership), 3 (Title; Lien-Waiver; UCC
Matters), 6.5 (Token Volatility Acknowledgment), 7.4 (Data Retention and Auditability), 9
(Redemption of Physical GPU), 10 (Transferability of NFT and Rights), 11 (Insurance and Risk
of Loss), 12 (Hardware Substitution Policy), 13 (End-of-Life and Decommissioning), 15 (Audit
and Transparency), 16 (Taxes), 20 (Indemnification and Liability), 22 (Governing Law and
Dispute Resolution), and 23 (Confidentiality).
24. SCHEDULE A
• Revenue Share: 50% Provider, 50% Owner of net revenue
• Location of data center: 648 N Beverly St Casper, WY 82609• Minimum uptime: 95% per Section 5.1
• Early termination fee: 30% of original purchase price, paid up front prior to liquidation or
redemption. Refer to section 9 for early termination terms.
• Provider decommissioning fee:1% of total liquidation value referred to in section 13.2
• Provider Economic Hardship Exit Option: Per section 13.1(iv), net revenue floor is $50
per calendar month.
• Governing law: Delaware, USA
• Location of dispute resolution: Delaware, USA for binding arbitration.