The Grid Terms of Service and User Agreement

Introduction

This Terms of Service and User Agreement governs your access to and use of the products, services, websites, interfaces, dashboards, and application programming interfaces provided by Grid Markets LLC (“The Grid,” “we,” “us,” or “ours”) and its affiliates (collectively, the Grid Services).

By creating an account, accessing, or using any Grid Services, you agree to be bound by this Agreement, including any policies and documents incorporated by reference, such as the Privacy Policy. If you do not agree to this Agreement, you must not use the Grid Services.

1. Parties and Roles

This Agreement is between you and the legal entity operating The Grid identified on the Grid websites or in your account documentation.

You may access the Grid Services in one or more capacities:

• As a Consumer, when you use the Grid Services to purchase or consume AI inference capacity.
• As a Supplier, when you use the Grid Services to offer or sell AI inference capacity or related services to Consumers through the Grid Marketplace.

This Agreement applies to all users. The Consumer specific provisions apply to you whenever you act as a Consumer. The Supplier specific provisions apply to you whenever you act as a Supplier.

If you are using the Grid Services on behalf of a legal entity, you represent and warrant that you are authorized to bind that entity to this Agreement, and references to you in this Agreement include that entity.

References to "you" or "your" in this Agreement include any AI agents, bots, automated systems, or software operating on your behalf or under your Account credentials. You are fully responsible for all actions taken by such systems through the Grid Services, including Orders submitted, Units consumed, fees incurred, and any liability arising from their activity.

2. Definitions

For purposes of this Agreement, the following capitalized terms have the meanings set out below.

Account means any account you register with The Grid, including any Trading Account and Consumption Account.

Applicable Law means all laws, regulations, rules, and regulatory guidance that apply to you, The Grid, or your use of the Grid Services.

Automated System means any AI agent, bot, script, or software that accesses or uses the Grid Services on your behalf, whether or not under your direct supervision.

Consumer means a user that uses the Grid Services to purchase, receive, or consume inference capacity through the Grid Marketplace.

Consumption Account means an account or balance designated on the Grid for drawing down acquired Units through API calls or other consumption mechanisms. Transfers of Units into the Consumption Account are one-way and irreversible.

Consumption API means the application programming interface(s) provided and operated by The Grid through which Consumers submit Inputs, draw down acquired Units based on metered token usage, and receive inference Outputs routed from Suppliers.

Digital Assets means any cryptographic tokens, stablecoins, or other digital representations of value that The Grid may permit as a payment or disbursement method.

Fill means a confirmed portion or all of an Order for service delivery.

Grid Marketplace means the online platform operated by The Grid through which Consumers may view Instrument information, submit Orders, acquire Units, and consume inference capacity, and through which Suppliers may offer inference capacity for sale under defined Instruments. The Grid Marketplace includes the order book, matching and allocation systems, routing infrastructure, metering, billing, and any related dashboards, APIs, and tooling provided as part of the Grid Services.

Inputs means any data, text, code, images, prompts, instructions, or other material submitted by you or your automated systems to the Grid Services (including through the Consumption API) for processing by a Supplier's model.

Instrument means a standardized contract specification for AI inference capacity, including but not limited to configuration, model family, service parameters, and delivery requirements, as defined in the applicable documentation, and is a technical specification for software services, not a financial instrument, security, derivative, or commodity interest.

Instrument Unit or Unit means a metered unit of inference capacity under a specific Instrument, including any associated delivery window or expiry, and is a prepaid, non-transferable software service credit for access to the Grid Services. Instrument Unit or Unit is not a security, commodity interest, derivative, or other regulated financial product.

Market Data means all data generated by or derived from activity on the Grid Marketplace, including order availability and pricing data, purchase confirmations, volume statistics, index values, benchmark calculations, reference prices, and aggregated market analytics.

Order means an instruction submitted through the Grid Services to buy or sell Units for a given Instrument for service delivery.

Outputs means any data, text, code, images, or other content generated by a Supplier's model in response to your Inputs and delivered to you through the Grid Services, including through the Consumption API.

Supplier means a user that has been onboarded and approved by The Grid to make inference capacity available for sale through the Grid Marketplace.

Trading Account means an account designated on the Grid for funding, acquiring, and holding Units, and for entering purchase requests (a funding and purchasing account for software services, not a brokerage or trading account).

User Content means any data, text, code, images, prompts, Outputs, or other material submitted to or generated through the Grid Services by or for you.

3. Eligibility and Account Registration

You must be at least eighteen years old and have the legal capacity to enter into binding contracts to use the Grid Services. The Grid Services are not intended for individuals under eighteen years of age.

You represent and warrant that you are not subject to any sanctions, restrictions, or prohibitions that would prevent you from using the Grid Services under Applicable Law, including sanctions administered by authorities such as OFAC, the European Union, or other similar bodies.

To access certain features of the Grid Services, you must create an Account and provide accurate, current, and complete information. You agree to update this information as necessary to keep it accurate and complete.

You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account, including actions taken by any Automated System operating under your credentials. You must promptly notify The Grid if you become aware of any unauthorized access to or use of your Account.

The Grid may require you to complete identity verification, know your customer checks, know your business checks, or other verification steps at onboarding or at any time thereafter. You agree to provide any information requested for this purpose and acknowledge that failure to do so may result in suspension or termination of your Account.

4. Overview of the Grid Services and No Advice

The Grid operates the Grid Marketplace and routing layer for AI inference capacity where Consumers can acquire Units and Suppliers can offer Units for sale under defined Instruments.

The Grid provides purchase and sale matching, routing, metering, and billing infrastructure, and may provide related analytics, dashboards, and tooling. The Grid is not itself an AI model provider and does not host or operate all models that may be accessible through the Grid Services.

The Grid does not provide investment, trading, tax, or legal advice and does not recommend or endorse any Instrument, Supplier, or trading strategy. You are solely responsible for evaluating any use of the Grid Services and any reliance on inference results or trading activity, in light of your objectives and risk tolerance.

Nothing in the Grid Services or in any communication from The Grid should be interpreted as an offer, solicitation, or recommendation to engage in any transaction or to use any particular model, Instrument, or Supplier.

Instruments and Units are service specifications and prepaid software service credits, not securities, swaps, futures, commodity interests, or other regulated financial instruments. The Grid is not an exchange, broker, dealer, alternative trading system, swap execution facility, designated contract market, multilateral trading facility, or organized trading facility, and does not clear or settle financial transactions. Matching and allocation on the platform are operational steps to route and deliver software services, not the facilitation of financial trades.

5. Consumer Terms

This Section 5 applies whenever you use the Grid Services as a Consumer.

5.1 Access to Instruments and Units

Subject to this Agreement and any applicable documentation or rules, The Grid grants you a limited, revocable, non-transferable right to access the Grid Services to view Instrument information, submit Orders, acquire Units, and consume Units through the supported APIs and interfaces.

You agree to comply with any technical and usage limits described in your Account, including rate limits, Unit expiry rules, and any minimum or maximum order sizes.

5.2 Funding and Payments

The Grid requires you to pre-fund your Trading Account and to maintain minimum balances to enter Orders or to acquire Units. No Order shall become binding unless and until your Trading Account reflects sufficient funds or pre-authorized payment capacity to satisfy the full purchase price of such Order, including all applicable fees.

Funding and payment mechanisms, including supported currencies, Digital Assets, and any fiat rails, will be described in the documentation or in your Account interface and may be updated from time to time.

You authorize The Grid and its payment service providers to charge or debit your selected payment methods for fees, purchases of Units, and any other amounts due in connection with your use of the Grid Services.  You agree to comply with any terms and conditions required by any applicable payment service providers you use in connection with The Grid.

5.3 Purchase Requests, Allocation, and Confirmation

By submitting an Order, you instruct The Grid to process and allocate that Order according to the applicable Instrument specifications and operational rules.

Submission of an Order does not guarantee that it will be accepted, matched, or fully executed. The Grid may reject, cancel, or suspend Orders in its discretion, including where required to comply with Applicable Law, to manage risk, or to enforce this Agreement or any trading rules.

The Grid may from time to time publish, amend, or supplement operational rules, trading procedures, and Instrument-specific rules. Such rules are incorporated into this Agreement by reference, and you agree to be bound by them as they apply to your Orders and use of the Grid Services. The current market rules are available in our docs at https://docs.thegrid.ai (see Market Mechanics).

You are responsible for reviewing your Orders and confirmations. Once an Order is confirmed, the resulting purchase and allocation is generally final and cannot be reversed, except as expressly provided in the trading rules or required by Applicable Law.

5.4 Unit Consumption and Metering

When you consume Units through the supported APIs or interfaces, The Grid will meter your usage based on requests, tokens, or other metering units specified for the relevant Instrument.

The Grid metering and logs are the authoritative record of Unit usage for purposes of billing and settlement, absent manifest error.

Transfer of Units from your Trading Account to your Consumption Account - whether initiated manually, through auto-transfer, or through a scheduled sweep or other system mechanism - is final and irreversible. Units in the Consumption Account cannot be transferred back to the Trading Account, resold on the Grid Marketplace, or otherwise returned to trading.

Units in the Consumption Account are subject to an expiry window as specified for the relevant Instrument. Unconsumed Units will expire at the end of the applicable delivery or usage window and are forfeited without refund, credit, or compensation. You are solely responsible for consuming Units before their expiry. The Grid is not liable for the value of any Units that expire unconsumed.

Units are prepaid, non-transferable service credits for access to the Grid Services and have no standalone monetary value, investment characteristics, or property rights outside the services described herein. Units cannot be resold, pledged, or used as collateral.

5.5 Fees and Taxes

You agree to pay all fees, charges, and spreads disclosed in the documentation, Account interface, or applicable fee schedule, as updated from time to time.

Fees may include, without limitation, platform, routing, service, payment processing, and platform fees. Certain fees may be collected by third party payment providers on their own behalf.

You are responsible for any taxes that may apply to your use of the Grid Services, including any taxes arising from your acquisition or use of Units, and you agree that The Grid is not responsible for determining, collecting, or remitting such taxes unless required by Applicable Law.

If you fail to pay any amount due under this Agreement when due, The Grid may, without limiting any other right or remedy available to it: (a) suspend or restrict your access to the Grid Services, including your ability to submit Orders or consume Units; (b) charge interest on the overdue amount at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by Applicable Law, from the date such payment was due until the date of actual payment; (c) set off any amounts owed to you (including any Supplier payments) against any amounts you owe to The Grid; and (d) pursue collection of all amounts due, including reasonable attorneys' fees and costs of collection. The Grid shall have no liability to any Supplier for delays or shortfalls in Supplier payments to the extent caused by a Consumer's failure to fund its Trading Account or to pay amounts due under this Agreement.

5.6 AI Outputs and Use of Results

User Content that you submit as Inputs may generate Outputs from one or more Suppliers. Outputs may be probabilistic, incomplete, inaccurate, or otherwise unreliable and may reflect biases or errors.

You are solely responsible for reviewing and evaluating any Outputs before using them in your own applications, products, or decisions. You should not rely on Outputs as a sole source of truth, and you should not use Outputs as a substitute for professional advice or human review in contexts where accuracy, safety, or compliance are critical.

The Grid does not guarantee that Outputs will be accurate, complete, lawful, non infringing, or suitable for any particular purpose.

6. Supplier Terms

This Section 6 applies whenever you use the Grid Services as a Supplier.

6.1 Supplier Onboarding and Approval

To act as a Supplier, you must complete a Supplier onboarding process, provide all information requested by The Grid, and satisfy any technical, operational, and compliance criteria described in the documentation or otherwise communicated to you.

The Grid may approve, conditionally approve, or decline your Supplier application in its discretion and may revoke or suspend Supplier status at any time where necessary to manage risk, protect the integrity of the Grid Marketplace, or comply with Applicable Law.

6.2 Supplier Obligations and Service Levels

As a Supplier, you agree to make available inference capacity that conforms to the specifications of each Instrument you list, including latency, throughput, model parameters, and other service parameters described in the documentation.

You agree to provide accurate, complete, and current information about your models, inference capabilities, logging behavior, data retention, and training practices, and to promptly update this information if it changes.

You agree to maintain appropriate security, reliability, and uptime for your infrastructure, and to follow any integration and routing guidelines provided by The Grid.

You acknowledge and consent to The Grid conducting periodic and ad hoc testing, monitoring, and auditing of your services to verify ongoing compliance with the applicable Instrument specifications and service level parameters. Such testing may include, without limitation, automated quality and performance checks, throughput and latency measurements, conformance evaluations, and benchmark verification. The Grid may conduct such testing with or without prior notice to you.

At scheduled Instrument upgrades or at such other times as The Grid may require, you may be required to attest that your services continue to meet the applicable Instrument specifications. Failure to attest or to maintain compliance may result in suspension of your Supplier status, de-listing of your capacity from the Grid Marketplace, automated penalties, or other corrective actions as described in the applicable Instrument documentation or market rules.

6.3 Metering, Logging, and Reporting

You acknowledge and agree that The Grid metering and logging systems are the authoritative basis for calculating Unit usage, Consumer charges, and Supplier payouts, absent manifest error.

You agree to provide any logs or telemetry reasonably requested by The Grid to investigate discrepancies, outages, or disputes involving your Supplier services.

The Grid may use Supplier performance data and related metrics to generate benchmarks, rankings, and analytics, including public or customer facing materials, provided that any such use is consistent with Applicable Law and any contractual confidentiality obligations.

6.4 Supplier Payments and Adjustments

Supplier payment rates, fee structures, and delivery or Unit mechanics will be set forth in separate documentation, dashboards, or other written arrangements between you and The Grid, which are incorporated into this Agreement by reference.

The Grid will calculate amounts owed to you as a Supplier based on metered Unit usage, less any applicable fees, adjustments, or setoffs disclosed in such documentation.

The Grid may withhold, delay, or adjust payments where it reasonably believes that activity is erroneous, fraudulent, in violation of this Agreement, or subject to an unresolved dispute or regulatory inquiry.

All payments to Suppliers are compensation for services rendered and are not financial clearing or settlement of trades.

6.5 Supplier Representations and Warranties

As a Supplier, you represent and warrant that: (a) you have and will maintain all rights, licenses, consents, and permissions necessary to provide your models and inference services through the Grid Services, including rights in any training data used to create or fine-tune your models; (b) you have an will maintain sufficient computational infrastructure, capacity and technical capability to deliver the Units you list in accordance with the applicable Instrument specifications; and (c) you hold all governmental, regulatory and contractual authorizations necessary to supply the Units you offer through the Grid Marketplace, and no third-party agreement restricts or prohibits your ability to deliver such Units to Consumers through the Grid Services.

You represent and warrant that your models and services, and The Grid use and routing of Inputs to your models, will not infringe, misappropriate, or violate any intellectual property, privacy, or other right of any third party, and will comply with Applicable Law.

You represent and warrant that any statements you provide to The Grid about logging, retention, and training on Inputs or Outputs are accurate to the best of your knowledge and belief at the time provided.

6.6 Supplier Indemnity

In addition to any general indemnities in this Agreement, you agree to indemnify, defend, and hold harmless The Grid and its affiliates, officers, directors, employees, and agents from and against any claims, losses, liabilities, damages, costs, and expenses, including reasonable legal fees, arising out of or related to: (a) third party claims that are based on your models, your Supplier services, your training data, or your breach of your Supplier obligations or representations under this Agreement, or violations of Applicable Law; (b) any Consumer claim or third party claim arising from your failure to deliver Units in accordance with the applicable Instrument specifications, including claims based on service interruptions, capacity shortfalls or inability to perform; and (c) any claim that your use of the Grid Services in your capacity as a Supplier infringes or misappropriates any third party intellectual property right.

7. User Content, Inputs, and Outputs

7.1 Ownership

As between you and The Grid, you retain any rights you already hold in your Inputs and other User Content you submit to the Grid Services.

Ownership rights in Outputs generated by specific models or Suppliers may be subject to additional terms published by such models or Suppliers, and you agree that those model-specific terms govern in case of conflict with this Agreement regarding ownership of Outputs. Certain Instruments may be served by Suppliers whose terms permit the use of your Inputs or Outputs for model training, evaluation, or improvement. Where this is the case, it will be disclosed in the applicable Instrument documentation and the Provider Data Practices Directory before you use that Instrument. By submitting Inputs to such Instruments, you acknowledge the applicable Supplier data handling terms, including any implications for your rights in such Inputs and Outputs. You are responsible for selecting Instruments and configuring routing preferences that are consistent with your data handling and ownership requirements. To access the Provider Data Practices Directory, contact us at support@thegrid.ai.

The Grid does not claim ownership of your User Content solely by virtue of its routing, processing, or metering activities.

7.2 License to The Grid

You grant to The Grid a worldwide, non exclusive, royalty free license to host, store, transmit, process, display, and reproduce your User Content as reasonably necessary to provide, secure, operate, maintain, and improve the Grid Services and to comply with Applicable Law.

This license includes the right to route Inputs and related metadata to Suppliers, to log Outputs and related metadata for a limited period as described in the Privacy Policy, and to use de identified or aggregated information derived from User Content for analytics, benchmarking, and service improvement.

The Grid will not use your User Content to create or train proprietary foundation models except as described in the Privacy Policy or in specific terms or settings that you can review and accept.

7.3 Provider Data Use and Training

You acknowledge that each Supplier and model provider may have its own policies and practices regarding logging, retention, and use of Inputs and Outputs, including use for model training or evaluation.

The Grid strives to collect and surface Suppliers' self-identified data practices in structured form through documentation, dashboards, or API metadata, and may allow you to specify routing preferences based on such practices. To access the Provider Data Practices Directory, contact us at support@thegrid.ai.

The Grid does not control and is not responsible for Supplier internal data use or training practices and is not liable for errors, omissions, or inaccuracies in Supplier provided policies, except to the extent required by Applicable Law. You are responsible for reviewing Supplier and model specific terms that apply to your use.

8. Data Protection and Privacy

Your use of the Grid Services is subject to the Privacy Policy, which describes how The Grid collects, uses, shares, and protects information about you and your use of the Grid Services.

By using the Grid Services, you acknowledge that you have reviewed the Privacy Policy and that you consent to the processing of your information as described in that policy, including any cross border transfers where permitted by Applicable Law.

To the extent the Grid Services involve the processing of personal data on your behalf, the parties may enter into additional data protection terms or data processing agreements as required by Applicable Law, which will supplement this Agreement.

You acknowledge that Supplier and model provider privacy and data use practices are governed by their own terms and policies and that The Grid is not responsible for those independent practices.

9. Prohibited Uses

You may not use the Grid Services for any purpose that is unlawful or prohibited by this Agreement. Without limiting the foregoing, you agree that you will not:

1. Use the Grid Services in violation of Applicable Law or in violation of any applicable Supplier or model specific terms.
2. Use the Grid Services to send, receive, or process User Content that infringes or misappropriates any intellectual property, privacy, or other right of any person or entity.
3. Use the Grid Services for fraud, market abuse, manipulation, money laundering, terrorist financing, or for any other abusive or harmful conduct.
4. Attempt to interfere with or compromise the security, integrity, or availability of the Grid Services, including by introducing malware, scraping, or attempting to bypass technical or usage limits.
5. Reverse engineer, decompile, or disassemble any part of the Grid Services except to the limited extent that Applicable Law permits despite this restriction.
6. Use bots, scripts, or other automated tools to access the Grid Services in a manner that attempts to circumvent rate limits, Unit limits, or other usage controls.
7. Misrepresent your identity, create multiple Accounts for abusive purposes, or otherwise attempt to circumvent restrictions imposed by The Grid.
8. Sell, lease, or transfer access to your Account to any other person, or resell the Grid Services except as expressly permitted in a separate written agreement.
9. Use the Grid Services in a manner that could damage, disable, overburden, or impair the operation of the Grid Services or the infrastructure of The Grid or any Supplier.
10. Scrape, harvest, systematically collect, redistribute, republish, or commercially exploit any Market Data, order book information, pricing data, index values, or benchmark calculations generated by or through the Grid Services without the prior written consent of The Grid.

The Grid may investigate and take any action it deems appropriate for actual or suspected violations of this Section, including suspension or termination of your Account and cooperation with law enforcement authorities.

10. Third Party Services and Links

The Grid Services may enable access to or integration with third party services, websites, applications, models, or content that are not controlled by The Grid.

Your use of any such third party services is solely between you and the relevant third party and is subject to that third party's terms and conditions and privacy policies.

The Grid does not endorse, warrant, or assume responsibility for any third party services, models, outputs, or content, and The Grid is not liable for any damages or losses arising from your use of them.

11. Suspension and Termination

The Grid may suspend or terminate your access to any or all Grid Services, or place restrictions on your Account, at any time with or without prior notice, if The Grid reasonably believes that:

• You have violated this Agreement, any applicable policy, or Applicable Law.
• Your use of the Grid Services poses a security, compliance, operational, or reputational risk to The Grid, any Supplier, or any other user.
• Such action is necessary to comply with a court order, regulatory request, or other legal obligation.

You may close your Account at any time by following the procedures described in the documentation or by contacting The Grid, provided that you remain responsible for all obligations incurred prior to closure, including payment of any applicable fees and settlement of any outstanding transactions.

Upon termination or closure of your Account, your right to use the Grid Services will cease, but provisions of this Agreement that by their nature should survive will continue in effect, including without limitation provisions relating to ownership, fees, data use, disclaimers, limitations of liability, and dispute resolution.

12. Intellectual Property

12.1 General

The Grid and its licensors own all rights, title, and interest in and to the Grid Services, including the Consumption API and all related software, interfaces, dashboards, designs, features, algorithms and underlying technology, as well as all related intellectual property rights. Without limiting the foregoing, The Grid owns or has obtained all licenses, rights, and authorizations necessary to operate and provide the Consumption API to Consumers and Suppliers.

Except for the limited rights expressly granted in this Agreement, no licenses or rights are granted to you by implication or otherwise.

You may not remove, alter, or obscure any copyright, trademark, or other proprietary notices on or in the Grid Services.

All Market Data generated by or through the Grid Services - including but not limited to availability and pricing data, purchase confirmations, volume statistics, index values, benchmark calculations, and aggregated operational analytics - is the proprietary intellectual property of The Grid. You may access and use Market Data solely for your own internal purposes in connection with your authorized use of the Grid Services. You may not scrape, harvest, redistribute, republish, sublicense, display publicly, or otherwise make available any Market Data to any third party without the prior written consent of The Grid. Market Data is operational information for software services and is not financial market data or an investment benchmark. Any commercial use, redistribution, or publication of Market Data, including through derivative works, requires a separate data license agreement with The Grid.

The Grid reserves the right to restrict, suspend, or terminate access for any user found to be scraping, redistributing, or misusing Market Data in violation of this Section.

12.2 Consumption API Terms

Subject to this Agreement, The Grid grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Consumption API solely for the purpose of consuming or delivering Units in accordance with the applicable Instrument specifications and documentation. You shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or architecture of the Consumption API, except to the limited extent that Applicable Law expressly permits despite this restriction; (b) copy, modify, create derivative works of, or adapt the Consumption API or any component thereof; (c) sublicense, resell, distribute, lease, or otherwise transfer access to the Consumption API to any third party; (d) use the Consumption API for benchmarking or competitive analysis purposes without the prior written consent of The Grid; (e) circumvent or attempt to circumvent any technical limitations, rate limits, authentication mechanisms, or security features of the Consumption API; or (f) use the Consumption API in any manner that could damage, disable, overburden, or impair the operation of the Grid Services or any Supplier's infrastructure.

The Consumption API may incorporate or rely upon third-party software, libraries, services, or technologies (“Third Party Components”). You agree to comply with all applicable Third Party Component license terms as a condition of your use of the Consumption API. You acknowledge that Third-Party Components are provided on an as-is basis by their respective licensors, and that The Grid shall have no liability for any Third-Party Component beyond the obligations expressly assumed by The Grid in this Agreement. Your violation of any Third-Party Component license term shall constitute a breach of this Agreement.

Each Consumer and Supplier covenants that its use of the Consumption API will not knowingly infringe, misappropriate, or otherwise violate any intellectual property right, trade secret, or other proprietary right of any third party. If you become aware of any actual or threatened claim that your use of the Consumption API infringes or may infringe any third-party right, you shall promptly notify The Grid in writing and cooperate with The Grid in addressing such claim.

13. Disclaimers

To the maximum extent permitted by Applicable Law, the Grid Services and all related content and Outputs are provided on an as is and as available basis, without any warranties of any kind, whether express, implied, or statutory.

Without limiting the foregoing, The Grid specifically disclaims any implied warranties of merchantability, fitness for a particular purpose, title, and non infringement, and any warranties arising out of course of dealing or usage of trade.

The Grid does not warrant that the Grid Services will be uninterrupted, error free, secure, or free of harmful components, or that any Outputs or other results obtained through the Grid Services will be accurate, complete, lawful, or suitable for your intended use.

You acknowledge that use of AI models and Outputs involves inherent risks, including the risk of incorrect, incomplete, biased, or harmful content, and that you are solely responsible for evaluating and mitigating such risks in your own use cases.

The Grid does not guarantee and is not responsible for any Supplier's ability to deliver Units, maintain uptime or perform in accordance with any Instrument specification. The Grid acts solely as a marketplace operator and routing layer and is not a party to, or guarantor of, any transaction between a Consumer and a Supplier. In the event of a Supplier's failure to deliver Units, The Grid's sole obligation, if any, shall be limited to commercially reasonable efforts to re-route the affected Order to an alternative Supplier or to credit the Consumer's Trading Account for undelivered Units, as determined by The Grid in its sole discretion. Under no circumstances shall The Grid be liable for any damages, losses, or costs arising from a Supplier's non-performance.

Without limiting the foregoing, the Grid Services, Instruments, and Units are offered solely as technology and operational services and are not financial products or commodity interests.

14. Limitation of Liability

To the maximum extent permitted by Applicable Law, in no event will The Grid or its affiliates, officers, directors, employees, or agents be liable to you for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or in connection with this Agreement or your use of the Grid Services, whether based on contract, tort, strict liability, or any other legal theory, even if The Grid has been advised of the possibility of such damages.

To the maximum extent permitted by Applicable Law, the aggregate liability of The Grid and its affiliates, officers, directors, employees, and agents for all claims arising out of or relating to this Agreement or your use of the Grid Services will not exceed the greater of:

• The total amount of fees you paid to The Grid for use of the Grid Services in the twelve month period immediately preceding the event giving rise to the claim, and
• One hundred United States dollars.

The limitations in this Section do not limit liability for gross negligence, fraud, intentional misconduct, or any other liability that cannot lawfully be limited or excluded under Applicable Law.

15. Indemnification

You agree to indemnify, defend, and hold harmless The Grid and its affiliates, officers, directors, employees, and agents from and against any claims, demands, actions, proceedings, losses, liabilities, damages, costs, and expenses, including reasonable legal fees, arising out of or relating to:

• Your use of or access to the Grid Services, including any User Content you submit or Outputs you use or distribute.
• Your violation of this Agreement or of any Applicable Law.
• Your violation of any rights of any third party, including any intellectual property, privacy, or other proprietary rights.
• If you are a Supplier, any matter covered by the Supplier Indemnity in Section 6.6.

The Grid may, at its own expense, assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with The Grid in the defense of such claims.

16. Governing Law and Dispute Resolution

16.1 Governing Law

Except where prohibited by Applicable Law, this Agreement and any disputes arising out of or relating to it or the Grid Services will be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws rules.

16.2 Agreement to Arbitrate

In the interest of resolving disputes in a cost effective and efficient manner, you and The Grid agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the Grid Services that cannot be resolved informally will be resolved by binding arbitration rather than in court, except as provided in the exceptions below.

Arbitration will be administered by a recognized arbitration provider under its applicable rules, as modified by this Agreement. The decision of the arbitrator will be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

The place of arbitration will be Delaware, United States, unless the parties agree otherwise in writing, provided that the arbitration provider may permit remote or document only proceedings for smaller claims in accordance with its rules.

16.3 Exceptions

Either party may bring an individual action in small claims court if the claim is within the jurisdiction of that court.

Either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect its confidential information or intellectual property rights pending completion of arbitration.

16.4 Class Action and Jury Trial Waiver

You and The Grid agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

Unless both parties agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of representative or class proceeding.

To the extent any dispute is permitted to proceed in court rather than in arbitration, you and The Grid waive any right to a jury trial.

16.5 Opt Out

If you do not wish to resolve disputes through arbitration, you may opt out of this arbitration agreement by sending written notice to The Grid at the address specified in the Contact section within thirty days after you first accept this Agreement. If you opt out, The Grid may terminate your Account and your right to use the Grid Services.

17. Changes to the Grid Services and this Agreement

The Grid may modify or discontinue any part of the Grid Services at any time, including by adding, changing, or removing features, Instruments, or supported Suppliers, subject to any separate commitments expressly made to you in writing.

The Grid may modify this Agreement from time to time. When The Grid makes material changes, it will update the Last updated date at the top of this Agreement and may provide additional notice through the Grid Services or by email, as required by Applicable Law.

Your continued use of the Grid Services after any changes to this Agreement become effective will constitute your acceptance of the revised Agreement. If you do not agree to the revised Agreement, you must stop using the Grid Services and close your Account.

18. Miscellaneous

This Agreement, together with any policies and documents incorporated by reference, including The Grid Privacy Policy, constitutes the entire agreement between you and The Grid with respect to the subject matter hereof and supersedes any prior or contemporaneous understandings or agreements relating to the same subject matter.

If any provision of this Agreement is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

You may not assign or transfer this Agreement, by operation of law or otherwise, without the prior written consent of The Grid. The Grid may assign or transfer this Agreement, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

No failure or delay by The Grid in exercising any right or remedy under this Agreement will constitute a waiver of such right or remedy. A waiver of any right or remedy will be effective only if in writing and signed by a duly authorized representative of The Grid.

Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship between you and The Grid.

Headings in this Agreement are for convenience only and do not affect interpretation.