SLYD Cloud LLC Terms of Service – Cloud Marketplace

1. Introduction and Acceptance

These Terms of Service (Cloud Marketplace) govern your use of the SLYD Cloud platform and marketplace (“SLYD Cloud” or the “Platform”), which is operated by SLYD Cloud LLC, a Delaware limited liability company. (“SLYD,” “we,” “us,” or “our”). By registering an account or using the Platform to procure or offer computing services, you (“User”) agree to these Terms. Users include both “Consumers” (those procuring compute resources) and “Suppliers” or “Providers” (those offering compute resources), as well as any person or entity otherwise accessing the Platform. SLYD’s Role: SLYD Cloud is an online marketplace that connects Suppliers offering decentralized, high-performance compute resources with Consumers seeking to purchase compute services. SLYD acts solely as a facilitator and is not a provider of compute services. The actual contract for cloud or compute services is between the Consumer and the Supplier, not SLYD. By using the Platform, you acknowledge that SLYD provides a venue and technical infrastructure, but SLYD is not a party to the service transactions between Users. If you do not agree to these Terms, do not use the Platform.

Additional Policies: Your use of SLYD Cloud is also subject to our Acceptable Use Policy (see Section 5 below), our Privacy Policy (which describes how we collect and use data), and any other posted policies or guidelines on our site. Notably, SLYD retains user data internally and may share it only with certain integrated third-party service providers as necessary to operate the Platform; SLYD does not sell or disclose your personal data to external parties for their own use. Suppliers must also agree to the separate Marketplace Participation Agreement, which contains additional terms specific to offering services on the Platform. All such policies are incorporated by reference into these Terms. In the event of a conflict between this Cloud Marketplace TOS and any Supplier-specific agreement or Consumer purchase agreement, these Terms will govern your relationship with SLYD, while the separate agreement governs the Consumer-Supplier relationship.

2. SLYD Cloud Platform Use and User Accounts

Account Registration: To access the Platform, both Consumers and Suppliers must create an account with accurate and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to promptly notify SLYD of any unauthorized use of your account or security breach.

Eligibility: You must be at least 18 years old (or the age of legal majority in your jurisdiction) to use SLYD Cloud. By creating an account, you affirm that you have the legal capacity to enter into this Agreement. If you are registering on behalf of a legal entity (e.g., a company), you represent that you have authority to bind that entity to these Terms, and “you” in these Terms will refer to both you as an individual and that entity. Additionally, you represent that you are not a citizen or resident of, located in, or under the control of any country or region that is subject to comprehensive trade sanctions or embargoes (including those administered by U.S. OFAC or similar authorities), and that you are not on any government list of prohibited or restricted parties. SLYD may restrict or terminate access to the Platform in jurisdictions or to persons where use would violate applicable sanctions or export control laws.

Account Types: SLYD may offer different types of accounts or user roles (for example, “Consumer” accounts for buyers of compute resources and “Supplier” accounts for sellers/providers). You must use your account only for its intended purpose – e.g., do not sign up as a Consumer just to circumvent Supplier requirements, or vice versa.

Account Verification: You acknowledge that SLYD may perform identity and verification checks on Users (especially Suppliers) to maintain trust on the Platform. This may include verifying your email, phone number, organizational affiliation, or requesting additional documentation (such as ID or business verification documents). You agree to provide truthful information and to cooperate with any verification inquiries.

Account Suspension or Termination: SLYD reserves the right to suspend or terminate your account at any time, with or without notice, if we determine that you have violated these Terms, the Acceptable Use Policy, or any applicable law, or if your use of the Platform creates risk for SLYD or any other party. In serious cases (for example, fraud or illegal activity), we may also report the matter to law enforcement. You may terminate your own account at any time through your account settings or by contacting SLYD support; however, you will remain responsible for any obligations incurred or charges due before termination (such as payment for services already rendered).

3. Nature of the Marketplace; SLYD Is Not a Service Provider

Marketplace Only: SLYD Cloud acts solely as an intermediary platform. We do not provide, control, or guarantee the actual compute services being offered through the Platform. All commercial terms for a compute service (e.g. pricing, specifications, duration, service level commitments) are determined by the Supplier and the Consumer, who enter into a separate agreement (whether explicitly or implicitly) at the time of the transaction. SLYD does not dictate or control the content of those service agreements, though we may provide template agreements or default terms as a convenience.

No Endorsement: SLYD does not pre-screen or endorse any specific Supplier or any particular compute offering. We make no representation or warranty about the quality, safety, legality, performance, or suitability of the compute services or the hardware provided by Suppliers. Any descriptions, listings, or user ratings on the Platform are provided by the Suppliers or other users and are not verified or guaranteed by SLYD (except where SLYD may specifically indicate a “verified” status after basic checks).

No Warranty by SLYD: SLYD provides the Platform “as is.” We do not guarantee that Suppliers or Consumers will actually complete transactions or that the compute services will meet your needs or expectations. SLYD is not responsible for any non-performance or breach of contract by any Supplier or Consumer. We cannot and do not guarantee that any party will fulfill their obligations or that any compute resource will be available or perform as described. Any dispute regarding the performance or quality of compute services is strictly between the Consumer and Supplier (though we provide a mechanism for dispute resolution between Users as described in Section 9).

No Agency: Except as expressly set forth in Section 6 (Payments) where SLYD might act as a limited payment agent for Suppliers, SLYD is not the agent or representative of any User. No agency, partnership, joint venture, employer–employee, or franchiser–franchisee relationship is intended or created by the use of the Platform. Suppliers are independent businesses or individuals; they are not employees or contractors of SLYD. SLYD does not direct or control how Suppliers perform their services or operate their hardware; how they provide services is up to them (within the bounds of Platform rules and applicable law).

No Ownership of Supplier Hardware: SLYD does not take possession of or own the hardware that Suppliers use to provide services. At no time does SLYD hold title to or physical control over any compute hardware offered by Suppliers on the Platform. Likewise, SLYD does not take custody of any data that Consumers process on Supplier hardware, except for transient data necessary to facilitate network connections or billing. All data processed via Supplier resources is under the control of the Consumer and/or the Supplier.

Third-Party Integrations: The Platform may interoperate with third-party software, APIs, or cloud services (for example, integrations to deploy instances via a third-party orchestration tool). These integrations are offered for your convenience. SLYD is not responsible for any third-party services or tools and does not guarantee their availability, security, or correct functioning. Use of third-party integrations may be subject to that third party’s own terms and privacy policy, which you are responsible for reviewing. SLYD disclaims all liability arising from third-party services; any issues with such services must be resolved with the third-party provider.

4. User Responsibilities and Acceptable Use

Your use of SLYD Cloud must comply with our Acceptable Use Policy (AUP, see Section 5) and with all applicable laws. By using the Platform, you agree to the following responsibilities and obligations:

Accurate Information: You will provide and maintain accurate information in your account and profile. If you are a Supplier, you represent that all details about your offered compute resources (specifications, availability, pricing, location, etc.) are truthful and kept up-to-date. If you are a Consumer, you agree to provide accurate information regarding your requirements or any data necessary for a Supplier to provide the service. Misrepresentation by any User is grounds for immediate account termination.

Compliance with Laws: You will use the Platform and any compute resources obtained through it only for lawful purposes. You are solely responsible for ensuring that your use of any compute resources (e.g. data processing, content storage, computations run) complies with all applicable laws and regulations in both your jurisdiction and the jurisdiction where the compute resource is hosted. Prohibited uses include any activities that are illegal (e.g. fraud, hacking, distributing malware, illicit content) or that violate the rights of others (e.g. intellectual property infringement). A non-exhaustive list of prohibited activities is provided in the Acceptable Use Policy (Section 5).

Acceptable Use Policy Adherence: You agree to read and abide by the SLYD Acceptable Use Policy (Section 5 below). For example, you must refrain from using the Platform for any form of abusive behavior, spamming, security attacks, or improper exploitation of resources. If you are a Supplier, you also agree not to knowingly allow any Consumer to use your offered resources in violation of the AUP, and to cooperate with SLYD’s efforts to enforce the AUP.

Resource Usage: If you are a Consumer, you are responsible for using the compute resources within any usage parameters set by the Supplier. For instance, you should not exceed agreed CPU/GPU usage or storage limits, or use the resources in a manner that was not agreed upon. If you exceed agreed usage or run workloads that were not permitted (e.g. running prohibited computations or causing excessive load), the Supplier or SLYD may suspend or terminate your access to those resources, and you may be liable for additional fees or damages resulting from the misuse.

Security and Account Integrity: You must keep your account credentials secure and take appropriate measures to protect the security of your account and any resources you use. If you deploy software or store data on a compute resource, you should implement reasonable security measures (such as using secure passwords/keys, installing updates, and not introducing vulnerabilities). You must not attempt to bypass or disable any security or authentication measures of the Platform or any compute resource. Attempting to gain unauthorized access to any system, account, or data on the Platform that is not yours is strictly prohibited.

No Interference: You shall not interfere with or disrupt the proper functioning of the Platform or any services provided through it. This means you will not attempt to disable, overload, manipulate, or disrupt the Platform through denial-of-service attacks, flooding, scripts, or introducing malicious code. Likewise, you will refrain from any activity that could interfere with other Users’ use or listings. (For example, you should not deliberately rent or reserve a competitor’s offered resources with no intent to use them, in order to disadvantage that competitor.)

Data Backup: As a Consumer, you are responsible for backing up any data, results, or work product obtained from the compute services. SLYD does not guarantee the preservation of any data processed or stored on Supplier resources. If a Supplier terminates a service or data is lost for any reason, SLYD is not liable for data recovery. We highly recommend that Consumers implement appropriate redundancy or backup strategies for any critical data or tasks.

Feedback and Ratings: If the Platform allows reviews or ratings of Suppliers/Consumers, you agree to use such features honestly and fairly. Posting false, misleading, defamatory, or abusive feedback is prohibited. SLYD may moderate, edit, or remove feedback that violates our policies or applicable law. Users should base any ratings or feedback on actual first-hand experiences.

Accepting Additional Terms: In some cases, a Supplier may present specific terms or a Service Level Agreement (SLA) to a Consumer for a particular engagement (for example, terms regarding uptime commitments, support, maintenance windows, or data handling requirements for a job). Consumers are responsible for reviewing and agreeing to any such Supplier-specific terms before proceeding with a service. SLYD is not a party to those additional terms and does not guarantee their enforceability; however, if you believe a Supplier’s posted terms conflict with these SLYD Terms or policies, please inform SLYD.

Notification of Issues: If you encounter any issue related to the Platform or another User’s conduct (such as a suspected security breach, inappropriate content, or any violation of these Terms), you agree to promptly notify SLYD. We rely on our user community to help maintain a safe and trustworthy marketplace. Promptly reporting problems or misconduct can help prevent harm and improve the Platform for everyone.

5. Acceptable Use Policy

The following Acceptable Use Policy (“AUP”) is a crucial part of these Terms and applies to all Users (Consumers and Suppliers) and all usage of the Platform and any services obtained through it. This section outlines prohibited activities and usage rules. Violation of the AUP can result in account suspension or termination, removal of content, or other enforcement actions as detailed below in the Enforcement provisions (Section 5.3).

5.1 Prohibited Activities

You may NOT use the SLYD Platform or any compute resources obtained through it (nor allow anyone else to use them) for any of the following purposes or in any of the following manners:

Illegal or Fraudulent Activity: Any activity that is unlawful, fraudulent, or otherwise violates any applicable law or regulation. This includes, but is not limited to, using compute resources for unauthorized or illegal cryptocurrency mining, running illegal gambling or betting operations, trafficking in prohibited materials or persons, engaging in human trafficking, or perpetrating fraud, theft, or other financial crimes.

Infringing or Unauthorized Content: Storing, processing, or transmitting content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party. This includes the unlicensed distribution of copyrighted media, hosting or distributing pirated software, or offering counterfeit materials or unlawful streaming services.

Harmful or Violent Conduct: Using the Platform or compute resources to threaten, harass, or stalk others, or to encourage violence or harm against any individual or group. The promotion of terrorism, extremist propaganda, or hate speech is strictly forbidden. Likewise, you may not use compute power to create or disseminate malware, ransomware, viruses, or to facilitate hacking, network intrusions, or cyber-attacks against any system or network.

Child Exploitation or Abuse: Any content or activity that exploits or abuses children is strictly prohibited. This includes, for example, creating, downloading, storing, or distributing child sexual abuse material (“CSAM”), grooming of minors, or any imagery or data that sexualizes minors. SLYD has zero tolerance for such content and will report any instances to law enforcement without notice.

Security Violations: Attempting to violate the security, integrity, or availability of any system, whether on the Platform or elsewhere. Prohibited actions include penetrating or attempting to access accounts or systems without authorization, conducting penetration tests or security scans on systems you do not own (unless explicitly permitted by the system owner), distributing viruses or other harmful code, or doing anything that interferes with others’ normal use of the Platform or any compute resources.

Network Abuse and Spam: Launching or facilitating any form of network attack or disruption, such as denial-of-service (DoS or DDoS) attacks, packet flooding, or mail bombing. You may not use the Platform or compute instances to send unsolicited bulk communications (“spam”), such as mass emails, newsletters, or messages, nor to operate open email relays. Sending phishing emails, chain letters, pyramid schemes, or fraudulent solicitations via SLYD resources is forbidden.

Excessive or Improper Use of APIs/Integrations: If SLYD provides APIs or allows integration with third-party tools, you must not misuse these interfaces. For example, you should not make excessive or abusive API requests that unduly burden our servers, and you must not attempt to reverse-engineer or circumvent any API usage limits or security measures. Do not use the API in any manner that violates any other part of this AUP or these Terms.

Automated Scraping or Data Harvesting: You may not run unauthorized automated crawlers, scrapers, bots, or similar applications on the Platform to collect data or information without SLYD’s prior written permission. This does not prohibit reasonable use of the Platform’s provided functionality (for example, using an official API if one is provided), but any scraping or harvesting of user information or Platform content without authorization is prohibited.

Resource Abuse: If you are a Consumer of compute services, you must not intentionally overuse or abuse a Supplier’s resources beyond what was agreed, especially in ways that could damage hardware or disrupt services for others. Examples of resource abuse include deliberately running workloads designed to overload or crash hardware (outside of legitimate stress testing with permission), or attempting to bypass resource allocation systems to consume more resources than purchased.

Prohibited Data Types: You should not use the Platform to store highly sensitive personal data (such as protected health information, financial account details, or biometric identifiers) unless the relevant service listing explicitly permits such use and is compliant with applicable regulations (for example, a Supplier stating they are HIPAA-compliant for health data). You are responsible for any necessary agreements or legal requirements for such data. Likewise, do not use the Platform to store or transfer any data for which you do not have rights or that would violate data protection laws (for example, personal data of EU residents without complying with GDPR, or exporting personal data to jurisdictions not allowed by applicable law).

Ethical AI Usage: If you are using SLYD’s Platform for AI or machine learning workloads, you must not use the compute resources to create models or tools that are inherently unethical or illegal. This includes, for example, training AI models to generate deepfakes intended to defraud or mislead without disclosure, developing AI algorithms for unlawful surveillance or discriminatory practices, or any AI application that violates individuals’ rights or privacy in an unlawful manner. AI projects involving personal data should comply with all relevant privacy laws and ethical guidelines.

5.2 Additional Restrictions for Suppliers

If you are a Supplier providing compute resources, you agree to these additional responsibilities under the AUP:

Monitor and Act: You are expected to monitor the usage of your provided resources (to a reasonable extent) in order to detect obvious violations of this AUP by Consumers. For example, if you notice a Consumer running an open proxy that is sending spam, or a torrent server seeding pirated content, you should take action (such as suspending or shutting down that instance and reporting the issue to SLYD). We understand you may not always know what a Consumer is doing with your hardware, but blatant or clear abuse should not be ignored.

Compliance with Local Laws: Ensure that hosting certain types of content or workloads on your hardware does not violate any laws in your jurisdiction. For instance, if your server is located in a country with strict content regulations or censorship, you should not knowingly allow Consumers to use your service to break those laws. You are responsible for any legal compliance related to operating your hardware in its location.

Security Measures: Implement basic security measures on your end to prevent your hardware from being easily misused for attacks. This may include using firewall rules, monitoring for unusual traffic, and keeping system software up to date with security patches. If SLYD provides guidelines or tools for security (such as recommended OS images or monitoring tools), consider using them. You should apply timely updates to mitigate vulnerabilities that could be exploited by malicious users.

No Undue Interference with Consumers: While you have the right to enforce rules and stop abuse on your hardware, you should not arbitrarily interfere with Consumers’ legitimate computing tasks. For example, do not inspect, access, or tamper with a Consumer’s data or processes unless you suspect a violation of this AUP or it’s necessary for troubleshooting a reported issue (and even then, respect user privacy and access only the minimal information necessary). Any access to a Consumer’s data should be done in accordance with your agreement with the Consumer and applicable privacy laws.

Reporting Violations: You should report to SLYD any Consumer that significantly violates the AUP or engages in egregious misconduct, so we can take further action if needed (such as warning or banning the user from the entire Platform). Prompt reporting helps protect the community and reduces risk to your own infrastructure and to other Suppliers.

Ethical Conduct: As a Supplier, you agree to uphold basic ethical standards in your dealings on the Platform. You should not discriminate unlawfully against Consumers (for example, refusing service based on a user’s race, religion, gender, etc., in violation of applicable anti-discrimination laws). You should treat other users fairly and refrain from harassing or deceptive behavior in your listings or communications.

5.3 Enforcement and Consequences

To preserve the integrity of the Platform, SLYD reserves the right to enforce this AUP in the following ways:

Monitoring: SLYD may monitor activity on the Platform (including network traffic or content transmitted) to the extent allowed by law in order to detect violations of this AUP. We may use automated systems to flag potential abuse. However, SLYD does not guarantee that all violations will be seen or addressed. In general, we do not actively monitor the specific content of compute workloads (which may be encrypted or private) except through automated means, to respect user privacy.

Investigations: If SLYD becomes aware of a potential violation of the AUP, we may investigate the issue. This could include requesting information from the suspected User, temporarily suspending the User’s activity, or accessing certain relevant data or logs (consistent with our Privacy Policy) to assess the situation. You agree to cooperate with any reasonable investigation, including providing logs or explanations of your actions if asked. (For example, if your instance is reported for port-scanning others, we might ask what you were running and why.)

Content Removal: We may remove or disable access to any content or material that violates this Policy or applicable law, if such content is within our control (for instance, content posted on the Platform interface, listings, or user profile information).

Suspension or Termination: SLYD may suspend your access to the Platform (or specific services) or terminate your account entirely if we determine, in our reasonable discretion, that you have violated the AUP or other provisions of these Terms. Suspension may be temporary or permanent. For Suppliers, enforcement could include un-publishing or delisting your service offerings. We may take these actions with or without notice, depending on the severity of the violation.

Service Suspension: If a particular compute instance or resource is involved in a violation, we (or the Supplier, or both in coordination) might shut down, isolate, or suspend that specific instance or resource. This may occur immediately and without notice if necessary (for example, to stop an ongoing attack or prevent illegal activity), or with notice if the situation allows.

Reporting to Authorities: SLYD will report activities to law enforcement or other authorities as required by law. For example, we will always report any detected CSAM to the appropriate authorities. We may also report other illegal activities or threats to public safety, and we will cooperate with law enforcement investigations as legally required.

Fees and Charges: If your actions result in costs to SLYD (such as regulatory fines, legal fees, or expenses to mitigate issues), we reserve the right to seek reimbursement from you. We may charge you or offset amounts from your account balance for any costs or losses incurred by SLYD due to your violation of the AUP (this is in addition to any other remedies we may have by law or under these Terms).

Legal Action: In cases of severe violations, SLYD reserves the right to pursue legal action against the offending User. This may include seeking damages, injunctions, or other legal relief in a court of law, especially if the misuse of our Platform caused harm to SLYD’s interests or to other users.

Notice: When feasible and lawful, SLYD will attempt to notify you of any enforcement action being taken and give you an opportunity to respond or appeal. However, in emergencies or if required by law (for instance, if we are not permitted to disclose a law enforcement request), we may act without prior notice. Notifications will be provided via the email on file or via an in-platform message.

No Liability for Enforcement: You agree that SLYD is not liable to you for any actions we take in good faith to enforce this AUP or these Terms. This includes any suspension or termination of your account, removal of content, or reporting of your activities to law enforcement. You waive any claims against SLYD arising from such enforcement actions, provided we act in good faith.

Restoration: If you believe your content was removed or your access suspended in error or unfairly, you may contact SLYD support to request a review. We will consider your request in good faith and reinstate content or access if we determine appropriate. However, SLYD’s decision on enforcement matters is final.

Policy Changes: This AUP may be updated by SLYD from time to time. The most current version will be available on our website. Continued use of the Platform constitutes acceptance of any updated AUP. If we make material changes to the AUP, we may notify users via email or a Platform notice. It is your responsibility to review the AUP periodically for updates.

6. Payments, Fees, and Taxes

6.1 Transactions and SLYD’s Role in Payments

When a Consumer agrees to purchase compute services from a Supplier via the Platform, the Consumer will be charged the amount due for that transaction (on a one-time or recurring basis, depending on the service terms) or the amount may be deducted from the Consumer’s available prepaid credit balance held by SLYD, if sufficient. SLYD (or its designated third-party payment processor) will collect payment from the Consumer on behalf of the Supplier. By using the Platform, Suppliers appoint SLYD as their limited payment collection agent solely for the purpose of accepting payments from Consumers and transmitting those payments (minus any applicable fees) to the Supplier. Payment by a Consumer to SLYD is considered the same as payment directly to the Supplier, satisfying the Consumer’s payment obligation for that transaction. SLYD’s obligation to remit funds to Suppliers is conditioned on successful receipt of funds from Consumers. If a Consumer’s payment is not received or is later subject to chargeback or reversal, SLYD’s obligation to pay the Supplier may be delayed or nullified. Suppliers agree that a Consumer’s obligation to pay is fulfilled when the Consumer pays SLYD (and that any remedies for non-payment beyond that are between Supplier and Consumer).

6.2 Fees and Commission

SLYD may charge a marketplace fee or commission on transactions facilitated through the Platform. For example, SLYD might take a percentage cut of each transaction or charge a flat fee per usage unit (such as per hour of compute time). Any such fees will be disclosed to the relevant parties (e.g., via a posted fee schedule or at checkout). As a Consumer, the price you see for a service may already include SLYD’s fee — in those cases, SLYD will deduct its fee before remitting the remainder to the Supplier. As a Supplier, you agree that SLYD may subtract any applicable fees from the payments collected before transferring your portion to you. SLYD may also offer optional paid services to Suppliers (for example, subscription plans, featured listings, or premium tools), which would have their own fees clearly disclosed if you opt-in. All fees payable to SLYD are non-refundable, except as expressly stated otherwise by us.

6.3 Payment Methods

Consumers must provide a valid payment method (e.g., credit card, debit card, PayPal, or other supported methods) at the time of making a purchase. Alternatively, Consumers may pre-fund a credit balance with SLYD and use those funds for future purchases across the Platform. You authorize SLYD (through our payment processors) to charge your provided payment method for all amounts due for any transactions you initiate on the Platform, including the service cost, SLYD’s fees, applicable taxes, or any other charges. If the Platform supports usage-based billing (for example, pay-as-you-go based on actual resource consumption), you agree that SLYD may either (a) obtain a reasonable pre-authorization or deposit on your payment method, and/or (b) charge your payment method periodically (e.g., weekly or monthly) for accumulated usage fees. You are responsible for ensuring that your payment information (such as credit card details) is current, valid, and has sufficient credit. If a charge is declined or your payment method fails, SLYD may suspend or restrict your access to the Platform or the relevant services until payment is successfully processed. You agree to promptly update your payment information if it changes.

6.3a Prepaid Account Credits

SLYD allows Consumers to pre-fund a Platform account with prepaid credits (“Credits”) that may be used toward eligible compute services. These Credits are governed by the following terms:

Purchasing Credits: Consumers may purchase Credits in U.S. Dollars (or other supported currencies) via the Platform using any accepted payment method. Credit balances will be displayed in the User’s dashboard. All purchases of Credits are final and non-refundable unless required by law or authorized by SLYD in its sole discretion.

Application of Credits: Credits may be used toward compute transactions across any available Supplier on the Platform. When a Consumer initiates a purchase, the Platform will deduct from the User’s Credit balance first (if sufficient) before charging any remaining balance to a linked payment method.

Supplier Payments: SLYD holds all Credits in its capacity as Platform operator. Upon usage of compute services, SLYD will remit applicable payments to Suppliers in accordance with standard payout schedules, net of any SLYD commission or fees. Suppliers acknowledge that no funds are transmitted at the time of credit purchase; revenue is recognized and distributed when compute is consumed.

Expiration of Credits: Credits do not expire for active accounts. However, if an account remains inactive for more than 24 consecutive months, and if permitted by applicable law, SLYD reserves the right to expire any remaining Credit balance. If such expiration is not permitted under the laws of the Consumer’s jurisdiction, SLYD will retain the balance until the account is reactivated or closed.

No Interest or Transferability: Credits have no cash value, do not earn interest, and may not be redeemed for cash or transferred to another user. They are non-transferable unless explicitly authorized by SLYD in writing.

Forfeiture Upon Termination: In the event of account closure, suspension, or termination (whether voluntary or for cause), any remaining Credits may be forfeited unless required to be refunded under applicable law. SLYD reserves the right to deduct outstanding amounts owed from a User’s Credit balance prior to termination.

Audit and Compliance: SLYD may audit Credit transactions to prevent fraud, abuse, or misuse. Suspicious Credit activity may result in suspension or loss of Credit privileges.

6.4 No Circumvention

Consumers and Suppliers both agree not to circumvent the Platform’s payment system. This means you will not intentionally arrange or attempt to complete payment for services outside of SLYD’s established billing and payment process, in order to avoid fees or otherwise. For example, a Supplier should not solicit a Consumer to pay them directly (offline or through another platform) for a transaction initiated on SLYD, and a Consumer should not offer to do so. If a Supplier and Consumer originally met through the SLYD Platform, they should conduct the resulting transactions through SLYD’s payment system. Engaging in off-platform payments for services first identified or agreed on via SLYD is a violation of these Terms and may result in account termination. (This restriction does not prevent Users from continuing a business relationship outside of SLYD if the initial connection was not made through the Platform, nor does it prohibit communication outside the Platform as needed. It strictly applies to payments for transactions that originated on SLYD.)

6.5 Refunds and Disputes

Refund Policy: In general, charges for compute services are non-refundable once the service period has begun or the compute resource has been provisioned to the Consumer. Consumers should carefully review service details (specifications, duration, price, etc.) before purchasing. However, if a Supplier fails to deliver the service as promised (for example, the compute instance never launched, was significantly not as described, or was unusable due to an issue on the Supplier’s side), the Consumer may be eligible for a refund or credit. SLYD will assess refund requests on a case-by-case basis, in its sole discretion, possibly as part of the dispute resolution process (see Section 9). If SLYD determines that a Consumer is entitled to a refund, SLYD may issue the refund by reversing or cancelling the transaction, or by returning funds from the Supplier’s account (meaning the Supplier will not receive payment for that service, or if already paid out, the amount may be clawed back). Suppliers acknowledge that SLYD may make reasonable decisions regarding refunds in order to maintain a fair marketplace, and agree to be bound by SLYD’s determination in such cases (including the return of funds if already received by the Supplier). Refunds may be issued as account Credits unless required by law to be returned to the original payment method. Consumers agree that such Credits may be used toward future compute purchases on the Platform.

Chargebacks: If a Consumer initiates a chargeback or payment dispute with their bank or card issuer for a charge related to a SLYD transaction, SLYD will place a hold on the disputed funds and notify the Supplier involved. We will investigate and provide appropriate information to the payment processor or bank to contest the chargeback if we believe the service was provided as agreed. Suppliers are expected to provide any evidence of service delivery or Consumer agreement if requested by SLYD to help contest a chargeback. If the chargeback is resolved in favor of the Consumer (meaning the bank reverses the charge), SLYD will not pay out those funds to the Supplier (and if the Supplier has already been paid, the Supplier must reimburse SLYD for the amount). Suppliers who incur excessive chargebacks may be subject to additional consequences, such as fees, holds on their account, or removal from the Platform. Similarly, Consumers who abuse chargebacks or file fraudulent disputes may have their accounts terminated and be barred from the Platform.

6.6 Taxes

For Consumers: Prices for services listed on the Platform may be shown before adding applicable taxes (depending on the region and how prices are displayed). Depending on your location and the nature of the services, SLYD may be required to collect taxes on the transaction, such as sales tax, use tax, Value Added Tax (VAT), Goods and Services Tax (GST), or other similar taxes. Any such taxes will either be included in the price or added at checkout and clearly shown. You are responsible for paying any taxes that are assessed on your purchase, and you consent to SLYD charging your payment method for any applicable taxes in addition to the listed price of the service. If you believe you are exempt from certain taxes (for example, you hold a valid tax exemption certificate, or the transaction is not taxable in your jurisdiction), you must provide SLYD with the appropriate documentation before the transaction is completed. Absent a valid exemption proof, SLYD will proceed as if all taxes apply.

For Suppliers: You are responsible for understanding and complying with the tax laws that apply to the income you earn from providing services on the Platform. SLYD’s payouts to you will generally be gross amounts without deduction of taxes, and you are responsible for reporting and paying any taxes (income tax, business tax, VAT/GST, etc.) owed to your tax authorities. In some cases, SLYD may be required by law to withhold certain taxes from your payouts (for example, U.S. backup withholding for suppliers who fail to provide a required tax ID, or withholding tax for cross-border payments where required by local law or tax treaties). SLYD reserves the right to deduct such taxes from amounts payable to you, and if necessary, to remit those amounts to the appropriate government agency. SLYD may require you to provide tax information (such as a W-9 form for U.S. persons or W-8 series for non-U.S. persons) as part of onboarding or at the request of tax authorities. Failure to provide required tax information or documentation may result in withholding of payouts until the information is provided, or other remedial actions.

6.7 Payment Processing and Currency

SLYD uses third-party payment processors (such as Stripe, PayPal, or others) to handle payment transactions securely. By using the Platform, you agree to abide by the terms and conditions of our payment processors in addition to these Terms. SLYD is not responsible for errors or negligence of third-party payment processors but will make reasonable efforts to resolve any issues that arise in the payment process.

Currency: Unless otherwise stated, all transactions on the Platform are processed in United States Dollars (USD). If you are making or receiving payments in a different currency, an exchange conversion may occur. In such cases, the exchange rate and any applicable conversion fees will be determined by the payment processor or your financial institution at the time of the transaction. SLYD is not responsible for any losses due to currency fluctuations or conversion fees.

Non-Payment and Collections: If a Consumer fails to pay amounts due (for example, a credit card charge is declined and not rectified promptly, or a post-paid invoice is overdue), SLYD may suspend or terminate the Consumer’s access to the Platform and any ongoing services. The Consumer will be responsible for any costs of collection incurred by SLYD in recovering overdue amounts, including reasonable attorneys’ fees and collection agency fees. SLYD may report payment delinquencies to credit bureaus or include the user in internal fraud or delinquency databases. For Suppliers, if you receive any amount in error or an overpayment to which you are not entitled, you agree to promptly notify SLYD and return the amount. If you do not, SLYD reserves the right to offset that amount against future payments to you or to take legal action to recover it.

7. Service Level and Performance

Platform Availability: SLYD aims to maintain a reliable and continuously available Platform, but we do not guarantee that the marketplace or any content on it will be available at all times or uninterrupted. We will use commercially reasonable efforts to keep SLYD Cloud operational 24/7, but occasional downtime may occur for maintenance, updates, or unforeseen technical issues. When feasible, we will schedule planned maintenance during off-peak hours and provide advance notice to users (e.g., via email or an announcement on our site). However, SLYD shall not be liable for any loss or inconvenience suffered due to Platform unavailability or downtime.

Supplier Service Levels: Each Supplier on the Platform may offer their own service commitments or Service Level Agreements (SLAs) regarding the performance or uptime of the compute services they provide. SLYD does not independently guarantee or enforce any Supplier’s service levels. Any uptime guarantee or performance warranty is solely provided by the Supplier to the Consumer, per whatever terms the Supplier and Consumer agree upon. For example, if a Supplier advertises a 99% uptime with credits for downtime, any recourse for not meeting that promise lies between the Supplier and Consumer under their agreement. SLYD’s role would generally be limited to facilitating communication or, if appropriate, applying any agreed-upon credits via our billing system. SLYD itself is not liable for any service outages or performance issues of Supplier services.

Monitoring and Reporting: Consumers are encouraged to monitor the performance and availability of the services they have purchased (e.g., by using uptime monitoring tools or checking outputs) and to promptly report any issues to the Supplier and, if needed, to SLYD support. Similarly, Suppliers should actively monitor their own systems and promptly inform affected Consumers (and/or SLYD if broader issues occur) of any major outages or incidents. While SLYD is not responsible for ensuring the performance of third-party services, we may, at our discretion, assist in mediating persistent performance problems – for example, by warning a Supplier who consistently fails to meet their stated service levels or, in extreme cases, by suspending or removing a consistently underperforming Supplier from the Platform.

Temporary Suspension for Safety: SLYD or a Supplier may temporarily suspend a Consumer’s access to a compute resource without liability if such action is necessary to comply with applicable law or requests from law enforcement, or if the Consumer’s use of the resource poses an imminent security threat or could cause harm to the Supplier’s system or to the Platform. Additionally, if a Consumer is in material breach of these Terms (such as failing to pay or violating the AUP), a suspension may be implemented. We will endeavor to give notice to the Consumer and an opportunity to remedy the issue when reasonable, but if the risk is immediate (for example, a workload is causing system instability or a legal order mandates shutdown), suspension may be effected without prior notice. Suspension will be lifted once the issue is resolved (e.g., the security threat is eliminated or the breach is cured). Any suspension of service under this clause does not automatically entitle the Consumer to a refund for the period of suspension unless determined otherwise by SLYD or agreed by the Supplier.

8. Intellectual Property and Data

SLYD Platform IP: SLYD (and its licensors, if any) retains all right, title, and interest in and to the Platform, including the software, technology, design, logos, trademarks, and any content provided by SLYD. These Terms do not transfer any ownership of SLYD’s intellectual property to you. You are granted a limited, revocable, non-exclusive license to use the Platform for its intended purpose in accordance with these Terms. “SLYD,” the SLYD logo, and any other SLYD trademarks or service marks are the property of SLYD Group Inc. You may not use SLYD’s marks without our prior written consent, except as allowed by law (such as fair use for reference).

User Content: In using the Platform, you may provide content to SLYD or to other users, such as profile information, service listings and descriptions, specifications, data sets, images, feedback, or other materials (collectively, “User Content”). You retain ownership of your User Content. However, by uploading or posting User Content on the Platform, you grant SLYD a worldwide, royalty-free, sublicensable, and transferable license to use, copy, modify, display, distribute, and create derivative works of your User Content as needed to operate and promote the Platform and services. For example, if you are a Supplier and upload a service description and images of hardware, you allow us to display and crop those in our marketplace; if you as a Consumer provide a review, we may publish that review. This license to SLYD survives only for so long as your content remains on our Platform, except for backup copies and as needed for legal compliance. You also agree that SLYD may use any feedback or suggestions you provide about the Platform without any obligation to you, and that such feedback or suggestions do not contain confidential information.

Data Processing (Consumer/Supplier Data): To the extent a Consumer uses a Supplier’s compute resources to process personal data or other sensitive data, the Consumer is the data controller for any such data they upload or process, and the Supplier is in effect a data processor or sub-processor. Suppliers agree to handle any personal data from Consumers in compliance with applicable data protection laws (such as GDPR if applicable) and only for the purposes of delivering the agreed service to the Consumer. SLYD’s role in such data processing is generally that of a facilitator and, in most cases, SLYD does not access or control the data that Consumers process on Supplier resources. Any personal data that SLYD does handle (for example, account information, billing details, or logs) is managed according to our Privacy Policy. SLYD expects Suppliers to implement appropriate technical and organizational measures to protect personal data processed on their hardware and to not use that data for any purpose other than fulfilling the Consumer’s service (unless otherwise agreed with the Consumer).

Third-Party Software: If a Supplier’s service involves third-party software (including open source software) or if either party uses third-party tools in conjunction with the Platform, the license terms of those third-party software/tools remain in effect. For example, if a Supplier offers a virtual machine image that contains open-source software, the Supplier should disclose any important license terms, and the Consumer must comply with those third-party licenses. SLYD is not a party to any licensing arrangements between Users and third-party software providers, and SLYD has no responsibility for licensing compliance. Users agree to honor all relevant license requirements of any third-party software they use through the Platform.

License to Use Consumer’s Name/Logo (for Suppliers): With the Consumer’s prior consent, a Supplier may identify the Consumer as a client or user of the Supplier’s services (for example, listing the Consumer’s name or logo in the Supplier’s portfolio or case studies). Absent express consent, Suppliers should not use the trademarks or logos of Consumers in public marketing or references. Likewise, SLYD may wish to announce or advertise notable platform usage (for instance, mentioning major companies as users of SLYD Cloud). SLYD will obtain necessary consent from Users (Consumers or Suppliers) before using their name or logo in marketing materials, except where otherwise permitted by law.

DMCA and Copyright Policy: SLYD respects intellectual property rights. If you believe that content on the Platform infringes your copyright or other IP rights, you (or your agent) may send us a notice under the Digital Millennium Copyright Act (DMCA) or equivalent law, requesting removal of the infringing content. Upon receiving a proper notice, SLYD will expeditiously investigate and remove or disable access to content that is found to be infringing. We may also terminate the accounts of repeat infringers in appropriate circumstances. Users (both Suppliers and Consumers) are responsible for ensuring that any content or software they upload, use, or share via the Platform does not violate copyright, patent, trademark, trade secret, or other intellectual property laws.

9. Dispute Resolution Between Consumers and Suppliers

SLYD facilitates all dispute resolution between Consumers and Suppliers on the Platform. Consumers and Suppliers are not permitted to communicate directly with each other, whether through the Platform or otherwise. If a Consumer believes that a compute session was materially deficient (e.g., the instance did not launch, failed during use, or was not as described), the Consumer must notify SLYD within forty-eight (48) hours of discovering the issue by submitting a ticket via the Platform’s support mechanism.

SLYD will investigate all disputes fairly and in good faith. This may include contacting the Supplier, reviewing session metadata (e.g., system logs, duration, performance), and examining service history or past complaints. Both parties agree to cooperate in good faith during the investigation, including supplying relevant logs, screenshots, or technical evidence upon request.

SLYD will make a final determination based on available evidence. This determination may include issuing a partial or full refund to the Consumer (at SLYD’s discretion), applying a service credit, withholding a Supplier payout, or taking administrative actions such as listing suspension. The resolution issued by SLYD shall be final and binding for purposes of the transaction and all amounts held or disbursed under the Platform’s payment system.

Consumers or Suppliers may request a one-time appeal of SLYD’s decision **only** if new, material evidence becomes available that was not disclosed during the original investigation. Appeals must be submitted within five (5) calendar days of the original decision and must include specific, substantiated new facts. SLYD will consider the appeal and determine whether a revision is warranted. Otherwise, SLYD’s original determination remains final.

This dispute process does not waive or replace legal rights otherwise available under Section 12 (Governing Law and Dispute Resolution). However, for disputes regarding individual transactions, both Consumers and Suppliers agree that SLYD may issue binding platform determinations in its role as marketplace facilitator, and that any monetary claims arising from such determinations (e.g., refunds, offsets, payment denials) shall be enforceable through the Platform.

SLYD does not guarantee resolution in favor of any party and is not liable for any lost profits, data, or opportunities related to disputes between Consumers and Suppliers. Users are expected to thoroughly review service descriptions before engaging and Suppliers are expected to meet minimum quality standards.

10. Liability Disclaimer

No Liability for Services of Others: SLYD disclaims all liability for the actions, errors, or omissions of Suppliers and Consumers using the Platform. Because SLYD is not providing the end compute services, we are not responsible for any injury, loss, or damage of any kind arising from the services you obtain through the Platform. This includes, without limitation, any loss or corruption of data, security breaches or unauthorized access to data on Supplier systems, personal injury or property damage resulting from any malfunction or misconfiguration of Supplier hardware (to the extent such liability can be disclaimed under law), or any monetary losses or business interruptions. Any claim or dispute related to the quality, performance, availability, or results of a compute service is solely between the Consumer and the Supplier. For example, if a server downtime causes you business loss, your claim would be against the Supplier offering that server, not against SLYD.

Platform Warranty Disclaimer: To the fullest extent permitted by law, SLYD provides the Platform and marketplace “as is” and “as available,” without any warranties of any kind. SLYD makes no promise or guarantee that the Platform will be error-free, uninterrupted, secure, or that it will meet your requirements or expectations. All warranties, express or implied, are disclaimed, including implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose. SLYD does not warrant or guarantee any outcome from using the Platform (for example, we do not guarantee that a Supplier will receive any minimum number of customers or that a Consumer will find compute resources that meet a particular need).

Limitation of Liability: To the maximum extent permitted by law, in no event will SLYD (or our affiliates, officers, directors, employees, or agents) be liable to you or any third party for any indirect, consequential, incidental, special, or punitive damages, or for any loss of profits, revenue, goodwill, data, or data use, arising out of or related to the Platform or these Terms. This limitation applies regardless of the legal theory of liability (contract, tort, negligence, strict liability, etc.), and even if SLYD has been advised of the possibility of such damages. In addition, SLYD’s total aggregate liability for all claims arising from or related to the use of the Platform or these Terms shall not exceed the greater of: (a) US $100, or (b) the total amount of fees (if any) that you paid to SLYD in the three (3) months immediately preceding the event giving rise to the liability. This limitation of liability is cumulative and not per-incident.

Exceptions: Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain types of damages. To the extent that by law you reside in such a jurisdiction and such law applies to your use of the Platform, some of the above disclaimers or limitations may not apply to you. In that case, SLYD’s liability will be limited to the maximum extent permissible under applicable law. Nothing in these Terms shall limit or exclude liability that cannot be limited or excluded by law, such as liability for death or personal injury caused by a party’s gross negligence or willful misconduct.

Release: Because SLYD is not involved in agreements or transactions between Consumers and Suppliers (other than providing the marketplace platform and facilitating payments), if you have a dispute with one or more other Users, you release SLYD (and our officers, directors, employees, investors, and agents) from any and all claims, demands, and damages of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. California residents: You expressly waive the protections of California Civil Code §1542 (which says a general release does not extend to claims which the creditor does not know or suspect to exist in their favor at the time of executing the release). Likewise, residents of any jurisdiction with similar laws or principles hereby waive those to the extent permitted, thereby waiving any unknown claims against SLYD arising from a dispute with another User. (This release does not apply to any claim you assert against SLYD itself for SLYD’s own breach of these Terms.)

11. Indemnification

You agree to indemnify, defend, and hold harmless SLYD, its parent company, affiliates, and their respective officers, directors, employees, and agents (each an “Indemnified Party”) from and against any and all third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) that arise out of or relate to:

(a) Your Use of the Platform: Any use of the Platform or services obtained through the Platform by you or under your account, including any activities or transactions.

(b) Your Content or Data: Your User Content or any data you input, upload, or process using the Platform or Supplier services, including any allegation that such content/data infringes or misuses a third party’s intellectual property, privacy, or other rights, or violates any law.

(c) Your Breach: Your breach of any provision of these Terms, the Acceptable Use Policy, or any other applicable policy or agreement with SLYD.

(d) Your Violation of Law: Your violation of any applicable law or regulation in connection with your activities on or through SLYD, including but not limited to data protection laws, export control laws, and sanctions.

For example, if you are a Consumer and you use a Supplier’s service to process content that infringes someone’s copyright, and that person sues SLYD, you must defend and indemnify SLYD in that case. Likewise, if you are a Supplier and a Consumer’s data stored on your service is breached due to your failure to implement proper security and SLYD faces claims as a result, you agree to indemnify SLYD for those claims. This indemnification obligation will survive any termination of your relationship with SLYD or use of the Platform. SLYD will provide you with prompt written notice of any such claim and reasonable cooperation (at your expense) in the defense or settlement of it. You shall not settle any claim in a manner that imposes an obligation or admission of fault on any Indemnified Party without SLYD’s prior written consent. SLYD reserves the right, at its option, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations). In that case, you agree to cooperate with SLYD’s defense of that claim.

12. Governing Law and Dispute Resolution

Governing Law: This Cloud Marketplace Terms of Service and any dispute or claim arising out of or related to it (including non-contractual disputes or claims) shall be governed by the laws of the State of Delaware, USA, without regard to its conflict of law principles. However, we recognize that the Platform is accessible globally and that mandatory consumer protection or data protection laws of your country of residence may apply to your use of the Platform. Nothing in this section is intended to limit any rights you have under such mandatory laws (for example, certain consumer rights under EU law that cannot be waived by contract).

Arbitration Agreement: You and SLYD agree that any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Platform or SLYD services (collectively, “Dispute”) shall be resolved by binding arbitration on an individual basis, before a single neutral arbitrator. You and SLYD are waiving the right to a trial by judge or jury. Exceptions: This arbitration agreement does not require arbitration of the following types of claims: a) if you are a Consumer (individual using SLYD for personal, non-commercial purposes), either party retains the right to bring a dispute in small claims court in your home jurisdiction, provided the claim falls within that court’s limits and is on an individual basis (this small-claims option is not available to business users or any use of SLYD for commercial purposes); (b) a lawsuit to seek injunctive or other equitable relief in a court of law related to the protection of intellectual property or to prevent unauthorized use or access to the Platform (e.g., a claim of trademark infringement or computer fraud); or (c) any other claim that by law cannot be submitted to arbitration. Arbitration is informal and tends to be more limited in discovery and appeal than court litigation.

This agreement to arbitrate is governed by the U.S. Federal Arbitration Act (FAA) and evidences a transaction in interstate commerce. Arbitrations will be administered by a reputable organization such as the American Arbitration Association (AAA) under its applicable rules (for example, the AAA Commercial Arbitration Rules and, if you are an individual using the Platform for personal use, the Supplementary Procedures for Consumer-Related Disputes). If the AAA is unavailable or unwilling to handle the dispute, the parties shall mutually agree on an alternative arbitration provider and rules. The arbitration may be conducted in person in the State of Delaware, USA, unless both parties agree to another location or to conduct it by teleconference/videoconference. The arbitrator may award any relief that a court of competent jurisdiction could award, including individual injunctive relief or statutory damages, but only in favor of the individual party seeking relief and only to the extent necessary to resolve that party’s individual claim.

Class Action Waiver: You and SLYD agree that each may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any class or representative action. The arbitrator shall not consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding without the consent of all parties. If this class action waiver is found unenforceable, the entire Arbitration Agreement shall be null and void.

Consumers (Personal Use) – Special Rights: If you are using SLYD as a consumer (an individual for personal, non-commercial purposes), you have certain additional rights in dispute resolution:

Arbitration Opt-Out: You may opt out of the arbitration agreement within 30 days of first agreeing to the Cloud Marketplace Terms. To opt out, you must send a written notice to SLYD (for example, an email to legal@slyd.com) within that 30-day period stating that you do not agree to arbitrate disputes with SLYD. This opt-out right is only available to individual consumers – if you are using SLYD for a business or commercial purpose, no opt-out is available. If a consumer opts out in time, any disputes will instead be resolved in court (per the “Jurisdiction for Litigation” terms below). If you do not opt out within 30 days, you agree to arbitrate all disputes under these Terms.

Small Claims Court Option: Consumers can choose to bring small-scale disputes in small claims court instead of arbitration. If your claim (or SLYD’s claim against you) qualifies for resolution in a local small claims court, either you or SLYD may elect to pursue it in small claims court in your home jurisdiction rather than in arbitration, so long as the dispute remains on an individual (non-class) basis. This option is available only to consumers using SLYD for personal use. Business users are not eligible for small claims court for any dispute with SLYD – if you use SLYD for commercial purposes, all claims between you and SLYD (even if small in amount) must be resolved through arbitration.

Arbitration Fees (Cost to Consumers): SLYD will subsidize arbitration fees for consumer users to ensure cost is not a barrier. If you are an individual consumer, you will only be required to pay an amount equivalent to the fee for filing a lawsuit in court to initiate an arbitration, and SLYD will pay all additional arbitration administrative or arbitrator fees beyond that amount, in accordance with the AAA’s Consumer Arbitration Rules. (In practice, under AAA’s consumer fee schedule, a consumer pays a small filing fee and the company bears the remaining costs – thus, SLYD covers the bulk of the arbitration fees for consumer claims.) Furthermore, SLYD will not seek to recover its attorneys’ fees from a consumer in arbitration unless the arbitrator determines that your claims are frivolous or brought in bad faith. These provisions are in place so that arbitration remains affordable and accessible for individual users.

Business Users (Commercial Use) – Mandatory Commercial Arbitration: If you are using SLYD for any business, commercial, or organizational purpose (this includes all Suppliers and anyone using SLYD on behalf of a company, for profit, or for an organization), then you are considered a business user and different dispute resolution terms apply:

No Opt-Out: Business users are not permitted to opt out of arbitration. By using SLYD for commercial purposes, you irrevocably agree to arbitrate all disputes with SLYD. The 30-day arbitration opt-out that might be available to individual consumers does not apply to accounts used for business purposes.

No Small Claims Exception: Business users may not circumvent arbitration through small claims court. If you are a business user, you waive any right to bring a claim against SLYD in small claims court. All disputes between SLYD and a business user must be resolved via binding arbitration, regardless of the amount in controversy. (Even low-value claims that might qualify for small claims court are subject to the agreed arbitration process for business users, ensuring a consistent dispute forum.)

AAA Commercial Rules & Fee Sharing: Commercial disputes will be governed by business arbitration rules, and fees will be shared per those rules. For business-user disputes, the arbitration will be administered under the AAA’s Commercial Arbitration Rules (or a similar set of rules for commercial matters). Arbitration fees and costs in a business dispute are generally split between the parties according to those commercial rules or fee schedules. This means you may be responsible for paying a portion of the filing fees, arbitrator fees, and other administrative costs of the arbitration, as is standard in commercial arbitrations. (For example, under typical AAA Commercial procedures, the business and the other party each pay a share of the arbitrator’s fees and administrative fees.) By using SLYD as a business, you acknowledge that splitting arbitration fees or paying your designated share is not unduly burdensome or unconscionable given the commercial nature of your use. (The arbitrator will have authority to reallocate fees or require one party to pay all fees if required by applicable law or AAA rules, but the default is cost-splitting for business disputes.)

Jurisdiction for Litigation: In the event this Arbitration Agreement is found not to apply to you or a particular claim (either because you timely opted out or a court determines it is unenforceable), or in the unlikely event a Dispute arises that is excluded from arbitration as noted above, then you agree that such Dispute shall be resolved exclusively in the state or federal courts of competent jurisdiction located in the State of Delaware, USA. Both you and SLYD consent to personal jurisdiction in Delaware and waive any objections to venue in Delaware for such cases. YOU AGREE THAT ANY CLAIM ASSERTED IN SUCH A LAWSUIT MUST BE FILED WITHIN ONE (1) YEAR OF THE CLAIM ARISING, OR ELSE IT IS PERMANENTLY BARRED (if this limitation is permitted by applicable law).

13. General Provisions

Changes to Terms: SLYD may modify these Cloud Marketplace Terms of Service from time to time. We will post the revised Terms on our website with an updated “Last Updated” date. If the changes are significant, we will endeavor to provide additional notice (such as via email or a prominent notification on the Platform). By continuing to use the Platform after the effective date of any updated Terms, you agree to be bound by the revised Terms. If you do not agree to the changes, you must stop using the Platform and may request closure of your account.

Entire Agreement: These Terms, along with any policies or documents incorporated by reference (such as the Acceptable Use Policy, Privacy Policy, and any applicable Supplier Participation Agreement or other addenda), constitute the entire agreement between you and SLYD regarding the Cloud Marketplace. They supersede all prior or contemporaneous understandings or agreements, whether written or oral, relating to the subject matter herein. You acknowledge that you have not relied on any representation or statement not expressly set out in these Terms in deciding to enter into this agreement.

Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions of these Terms will remain in full force and effect. The invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the greatest extent permitted by law, reflecting the parties’ initial intentions as closely as possible.

No Waiver: SLYD’s failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of SLYD. A waiver of one breach shall not be deemed a waiver of any other breach or of the provision itself.

Assignment: You may not assign or transfer any of your rights or obligations under these Terms without SLYD’s prior written consent. Any attempted assignment in violation of the foregoing will be null and void. SLYD may freely assign or transfer these Terms, in whole or in part, as part of a corporate reorganization, sale of assets, merger, or other transaction involving all or part of the SLYD business. These Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

Relationship of Parties: Nothing in these Terms is intended to or shall be construed to create a partnership, joint venture, franchise, or employer-employee relationship between you and SLYD. You are participating in the Platform as an independent individual or entity. Neither party has the authority to bind the other or incur obligations on the other’s behalf, except as explicitly provided in these Terms.

Notices: SLYD may provide notice to you under these Terms by email to the address associated with your account, via written communication delivered by recognized courier service or mail to your account’s contact address, or by postings within your account dashboard or the Platform interface. You consent to receive notices electronically. You are responsible for keeping your contact information up-to-date. Notices sent by email will be deemed received on the day sent (unless the sending party is notified that the address is invalid or the email was undeliverable). Notices sent by courier will be deemed received on the date signed for or confirmed by the delivery service. Official legal notices to SLYD must be sent by mail to our registered agent or to the following address: SLYD Cloud LLC, 444 W. Lake Street, Suite 1700, Chicago, IL 60606, USA, Attn: Legal Department. You should also email a copy to legal@slyd.com for expedience, but the mailed copy will be the official notice for legal purposes.

Force Majeure: SLYD is not liable for any delay or failure in performance of any part of the Platform or services provided via the Platform to the extent such delay or failure is caused by an event beyond our reasonable control. This includes, without limitation, acts of God, natural disasters, power or internet outages, war, terrorism, civil disturbance, governmental actions, strikes or labor disputes, pandemics or epidemics, or other events of a magnitude or type for which precautions are not generally taken in the industry. During any such event, we will use reasonable efforts to minimize service interruptions and will resume full performance as soon as is practical.

14. Contact Information

If you have any questions, concerns, or feedback about these Terms or the SLYD Cloud Marketplace, please contact us. You can reach SLYD at contact@slyd.com or by mail at SLYD Cloud LLC., 444 W. Lake Street, Suite 1700, Chicago, IL 60606, USA. We value your input and will do our best to address any issues you raise regarding our services or these Terms.

By using SLYD Cloud, you acknowledge that you have read, understood, and agree to all of the above terms and conditions. Thank you for being part of the SLYD community. Please use the Platform responsibly and reach out if you need any assistance.