Terms of Service

You must be at least 18 years old and able to form a binding contract.

The Sites are operated from the United States and are intended for users located in the United States. Vault currently accepts orders only from buyers located in the United States, for delivery to addresses in the United States. Vault makes no representation that the Sites or Products are appropriate or available elsewhere.

Vault may revise the Website Terms at any time by posting a revised version. Revisions take effect immediately when posted. Your continued use of the Sites after the effective date is acceptance of the revised terms. An Order is governed by the Terms of Sale in effect when the Order was placed.

Vault may post additional terms for particular pages, tools, promotions or services. Those terms apply in addition to the Website Terms and control where they conflict for the matter they address.

Vault may modify, suspend or discontinue the Sites or any part of them, temporarily or permanently, at any time and without notice. Vault is not liable to you or to any third party for doing so.

Subject to your compliance with the Website Terms, Vault grants you a limited, revocable, non-exclusive, non-transferable license to access the Sites and to view and print their pages solely to evaluate and buy Vault Products for your organization. All rights not expressly granted are reserved.

Where Vault offers accounts, portals or order-status pages, you will provide accurate, current and complete information and keep it updated. You are responsible for safeguarding your credentials and for all activity that occurs under them, whether or not you authorized it. You will notify Vault immediately of any unauthorized use. Vault may treat any instruction received under your credentials as yours.

Vault may refuse registration, reclaim a username, or suspend or close an account at any time in its discretion.

An order placed through the Sites is an offer to buy under Part B. Vault’s display of a Product or price is not an offer. No contract of sale exists until Vault accepts the order as Part B provides. Vault may refuse or cancel any order, and may limit quantities, in its discretion.

Vault tries to describe its Products accurately, but it does not warrant that descriptions, specifications, images, renderings, availability dates, prices or other content on the Sites are accurate, complete, current or free of error. Images and renderings are illustrative. Specifications, components, features and prices may change at any time without notice, and components may be substituted as Part B allows.

If a Product is listed at an incorrect price or with incorrect information, Vault may refuse or cancel any order for it, whether or not the order has been confirmed or paid, and will refund any amount paid for the cancelled order. That refund is your sole remedy for the error.

The savings calculator and all statements on the Sites about savings, payback, capacity (including the number of people a Cube can serve), speed, model compatibility, power use or other performance are estimates and illustrations based on assumptions that may not match your situation. They are provided for general information only. They are not quotes, specifications, guarantees or warranties, and they form no part of any agreement with Vault. You should not rely on them in deciding to buy.

Nothing on the Sites is legal, medical, financial, tax, security, privacy or compliance advice. Statements about privacy, security or regulated industries describe product design only. Vault does not represent, warrant or certify that any Product, or your use of it, complies with or will make you compliant with any law, regulation, professional rule, contractual requirement or security framework. You alone are responsible for that determination.

“Submissions” means any information, message, inquiry, review, testimonial, file or other material you send to Vault through the Sites or otherwise outside a Cube. You represent that you have all rights needed to provide your Submissions and that they are accurate, lawful and do not infringe or violate anyone’s rights.

You grant Vault a worldwide, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, reproduce, modify, publish, display and distribute your Submissions for any lawful business purpose, subject to the Privacy Policy as to personal information. Vault may remove, edit or decline to post any Submission in its discretion.

Do not include in any Submission any confidential client information, protected health information, student education records, payment card data, government identifiers or other sensitive or regulated data. Vault has no confidentiality obligation for Submissions and no liability for sensitive data you send in breach of this Section.

If you provide ideas, suggestions or other feedback about the Sites, the Products or Vault’s business (“Feedback”), you assign to Vault all right, title and interest in the Feedback and, to the extent assignment is not effective, grant Vault a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use it for any purpose. Vault owes you no compensation or attribution for Feedback.

The Sites and all content, software, text, graphics, images, designs, data compilations and other materials on them are owned by Vault or its licensors and are protected by copyright, trademark and other laws. Vault, Vault AI Systems, Alpha Cube, Alpha Cube Ion, Alpha Cube Pro, VaultOS, GEM, VaultLink, VaultShield, Vault Concierge, and their logos, are trademarks of Vault. You may not use them without Vault’s prior written permission. All other names and marks belong to their respective owners, and their appearance on the Sites does not imply endorsement.

Vault accepts payment only by ACH debit and wire transfer, and does not accept payment cards. Payments are handled by third-party processors and banks under their own terms and privacy policies. Vault is not responsible for the acts or omissions of any processor or bank.

The Sites may contain links to, or tools provided by, third parties. Vault provides them only as a convenience. Vault does not control, endorse or assume responsibility for third-party websites, content, products or services. You use them at your own risk and subject to the third party’s terms. Direct any complaint about a third party to that third party.

You consent to receive communications from Vault electronically, including by email to the address you provide and by posting on the Sites. You agree that electronic communications satisfy any legal requirement that a communication be in writing. Communications sent to the contact details you provided satisfy any notice requirement under the Website Terms.

Vault’s collection and use of personal information through the Sites is described in the Vault Privacy Policy. Subject to the Privacy Policy, Vault may aggregate, de-identify and learn from data about use of the Sites and may use that information to operate and improve the Sites and its business.

Vault respects intellectual property rights. If you believe material on the Sites infringes your copyright, send a written notice to support@vaultaisystems.com with the subject line “Copyright notice”, containing: (a) identification of the copyrighted work; (b) identification of the allegedly infringing material and where it appears; (c) your name, address, telephone number and email address; (d) a statement that you believe in good faith that the use is not authorized by the owner, its agent or the law; (e) a statement, under penalty of perjury, that the information in the notice is accurate and that you are the owner or authorized to act for the owner; and (f) your physical or electronic signature. Vault may remove material and terminate repeat infringers in its discretion.

Vault may suspend or terminate your access to all or part of the Sites at any time, with or without cause and with or without notice. You may stop using the Sites at any time. Sections 4 and 7 through 23, and any other provision that by its nature should survive, survive termination.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SITES AND ALL CONTENT, TOOLS AND SERVICES MADE AVAILABLE THROUGH THEM ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. VAULT DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY. VAULT DOES NOT WARRANT THAT THE SITES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED FROM VAULT OR THROUGH THE SITES CREATES ANY WARRANTY. IF YOU ARE DISSATISFIED WITH THE SITES, YOUR SOLE REMEDY IS TO STOP USING THEM. WARRANTIES FOR PRODUCTS ARE STATED ONLY IN PART C.

TO THE FULLEST EXTENT PERMITTED BY LAW, VAULT AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THE SITES OR THE WEBSITE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF VAULT AND THOSE PERSONS FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SITES OR THE WEBSITE TERMS WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100). CLAIMS ABOUT A PURCHASE ARE GOVERNED BY PART B. SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS; IN THOSE JURISDICTIONS VAULT’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

You will defend, indemnify and hold harmless Vault and its Affiliates, officers, directors, employees, agents, suppliers and licensors from and against all claims, liabilities, damages, losses, costs and expenses, including reasonable attorneys’ fees, arising out of or related to: (a) your breach of the Website Terms; (b) your use or misuse of the Sites; (c) your Submissions; or (d) your violation of any law or any right of a third party. Vault may assume the exclusive defense and control of any matter subject to indemnification, at your expense, and you will cooperate with that defense. For a public entity, this Section applies only to the extent the Vault Public Sector Addendum allows.

The Website Terms and any dispute arising out of or related to them or the Sites are governed by the laws of the State of Minnesota, without regard to its conflict of laws rules.

Before bringing a claim, you will first contact Vault at support@vaultaisystems.com and attempt in good faith for at least 30 days to resolve the dispute informally. Any claim that is not resolved must be brought exclusively in the state or federal courts located in Hennepin County, Minnesota. You consent to the personal jurisdiction of, and venue in, those courts and waive any objection based on inconvenient forum. Vault may seek injunctive or other equitable relief in any court of competent jurisdiction.

YOU MAY BRING CLAIMS ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

To the fullest extent permitted by law, any claim arising out of or related to the Sites or the Website Terms must be filed within one (1) year after it arose, or it is permanently barred.

You may access and use the Sites only in compliance with United States and other applicable export control and sanctions laws. You represent that you, and anyone using the Sites on your behalf, are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive United States sanctions, and are not identified on any United States government list of prohibited or restricted parties, including the Specially Designated Nationals List, the Denied Persons List and the Entity List.

Entire agreement. The Website Terms are the entire agreement between you and Vault concerning the Sites and supersede all prior or contemporaneous understandings on that subject.

Assignment. You may not assign or transfer the Website Terms or any right under them. Vault may assign them without restriction.

Severability; waiver. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in full force. No failure or delay by Vault in exercising a right is a waiver of it, and no waiver is effective unless in a writing signed by Vault.

Interpretation. “Including” means “including without limitation”. Headings are for convenience only. The Website Terms will not be construed against Vault as drafter.

Contact. Questions about the Website Terms may be sent to support@vaultaisystems.com.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership or control of more than 50% of the voting interests of the entity.

“Agreement” means, together, the Order, these Terms of Sale, Part C (Limited Warranty), Part D (VaultOS Software License), Part E (Platform Guidelines), Part F (Acceptable Use Policy) and, where it applies, the Vault Public Sector Addendum.

“Authorized User” means an employee or individual contractor of Customer or its Affiliates whom Customer permits to use a Cube.

“Confidential Information” means all non-public information disclosed by or on behalf of a party (the “Discloser”) to the other party (the “Recipient”), orally or in writing, that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Vault’s Confidential Information includes the Vault Software, the Documentation, non-public product, security and roadmap information, pricing, quotes and the terms of each Order. Confidential Information does not include information that the Recipient can show: (a) is or becomes generally known to the public without breach of any obligation owed to the Discloser; (b) was known to the Recipient before disclosure; (c) was independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information; or (d) was received from a third party without breach of any obligation owed to the Discloser.

“Cube” or “Hardware” means an Alpha Cube, an Alpha Cube Ion, an Alpha Cube Pro, and any other computer hardware, component, peripheral or accessory sold by Vault.

“Customer Data” means all data, documents, files, prompts, embeddings, indexes, logs, fine-tuned weights and other content that Customer or its Authorized Users store, create or process on a Cube, and all Output.

“Customer Models” means any AI model, adapter, weights or other software that Customer or its Authorized Users load onto a Cube and that Vault did not supply.

“Delivery” means the carrier’s tender of the Products at the ship-to address in the Order.

“Documentation” means the user guides, quick-start materials, datasheets, site readiness checklists and other instructional material that Vault makes generally available for the Products, as updated from time to time.

“Order” means a Vault quote or invoice accepted by Customer, a Customer purchase order that references a Vault quote or invoice, or another ordering document, in each case once accepted by Vault under Section 3.

“Output” means any text, image, code, data or other content generated by an AI model running on a Cube.

“Products” means the Hardware, the license to the Vault Software, and any Services identified in an Order.

“Services” means onboarding, training, Support Services and any other services Vault agrees to provide in an Order.

“Specifications” means the hardware configuration stated in the Order.

“Support Services” means the Vault Concierge support plan and any other maintenance and support offerings, which are governed by the Vault Support Services Terms (the “Support Terms”).

“Third-Party Materials” means all open-source software, device drivers, firmware, operating-system components, AI models (including Validated Models), data sets and other software or content not owned by Vault, whether or not Vault installed, configured, tested or recommended them.

“Update” means any update package, patch, fix, new version or new Validated Model that Vault makes available for a Cube.

“Validated Model” means a third-party open-weight AI model that Vault has tested to load and run on a Cube.

“Vault Software” means VaultOS, GEM, VaultLink, VaultShield and all other software, firmware, configurations, prompts, agents, interfaces and utilities owned by Vault that are installed on a Cube or otherwise supplied by Vault, including Updates to them, but excluding Third-Party Materials.

“Warranty Period” has the meaning given in Part C.

The Agreement applies to each Order. Each Order is a separate contract. If there is a conflict among the documents that make up the Agreement, the order of precedence in Section 32.9 applies.

Customer accepts the Agreement by the earliest of: signing or otherwise accepting a quote or invoice; paying a Vault invoice; issuing a purchase order that references a Vault quote; paying any amount for the Products; or taking Delivery.

Sales consultation, quotes and invoices. Vault does not sell through an online store. Customer schedules a sales consultation with Vault, after which Vault issues a quote or an invoice that identifies the Products, the Vault Concierge support plan, the price and the Agreement. Customer places an Order by accepting the quote or invoice and paying it in full. Quotes are invitations to order, not offers. A quote is valid until the expiration date stated on it or, if none is stated, for 30 days from its date. Vault may withdraw or revise a quote at any time before it accepts an Order.

Purchase orders. A Customer purchase order must reference the Vault quote number. Vault is not responsible for typographical, pricing or product errors in a Customer purchase order. Any terms on a purchase order are rejected under Section 32.10.

Acceptance by Vault. All Orders are subject to acceptance by Vault. Vault accepts an Order only by sending written confirmation of acceptance or by shipping the Products. Receipt of payment or an automated payment receipt is not acceptance. Vault may decline or cancel any Order, in whole or in part, at any time before shipment and for any reason, including credit, fraud or export screening, eligibility, component availability, or an error in price or description. If Vault declines or cancels a paid Order, its sole obligation is to refund the amount paid for the cancelled Products within 10 business days.

Orders are firm. Once accepted, an Order is binding on Customer and may not be changed, rescheduled or cancelled by Customer, except as Section 9.2 provides.

Where Customer buys through an authorized reseller, price, payment, delivery and return terms are solely between Customer and the reseller. All other provisions of the Agreement apply between Customer and Vault.

Prices are those stated in the Order, in United States dollars. Prices shown on the Sites or in any other material may change at any time before Vault accepts an Order.

Component markets, in particular for GPUs and memory, are volatile. If, after acceptance and before Vault begins the build, Vault’s cost for the components in an Order rises by more than 5%, Vault may notify Customer of an adjusted price. Customer may then accept the adjusted price or cancel the Order for a full refund, as its sole remedy. If Customer does not respond within 2 days, Vault may cancel and refund the Order.

Payment in full. Customer will pay the full price of the Order, with applicable taxes and charges, when the Order is placed. Vault does not accept deposits or reservations, does not extend credit, and does not offer payment terms. Vault has no obligation to begin a build or allocate components, and will not ship any Product, until it has received cleared funds in full.

Payment methods. Vault accepts payment only by ACH debit and by wire transfer. Vault does not accept payment cards, checks or any other method, unless the Order or the Public Sector Addendum provides otherwise. Customer authorizes Vault and its payment processor to debit the bank account that Customer designates for all amounts due under the Order. Customer will provide complete and accurate billing and bank account information, keep it current, and ensure that sufficient funds are available. Customer bears its own bank’s wire and transfer fees.

Payment disputes. Customer will raise any billing concern with Vault in writing and allow Vault at least 15 business days to resolve it before instructing its bank to return, reverse or dispute a payment. Customer will reimburse Vault for all return, reversal and processor fees arising from a returned, rejected or disputed payment, other than a dispute finally resolved in Customer’s favor. Vault may suspend shipment, Support Services and Updates while a payment return or dispute is pending.

Invoices. Where Vault issues an invoice for Products, for example for payment by wire transfer or against a purchase order, the invoice is due on receipt and must be paid in full before shipment. No Order provides for payment after shipment. Any other amount that becomes payable under the Agreement is due on the date stated in Vault’s invoice for it. Amounts not paid when due bear a finance charge of 1.5% per month or the maximum rate permitted by law, whichever is lower, from the due date until paid. Customer will also pay all costs of collection, including reasonable attorneys’ fees. Finance charges do not accrue on amounts that Customer disputes reasonably and in good faith by written notice before the due date.

Security interest. Until Vault has received payment in full, Vault retains, and Customer grants, a purchase-money security interest in the Products and their proceeds. Vault may file financing statements to perfect that interest.

No set-off; non-refundable. Customer will pay all amounts without set-off, counterclaim or deduction. Payment obligations are non-cancellable and amounts paid are non-refundable, except as the Agreement expressly provides.

Prices exclude all sales, use, excise, value-added and similar taxes, and all tariffs, duties and governmental fees (“Taxes”). Customer is responsible for all Taxes arising from the Order, other than taxes on Vault’s net income. Vault will collect Taxes on the invoice where it is required to do so. If Vault is later required to pay Taxes that were Customer’s responsibility, Customer will reimburse Vault promptly on request. A tax-exempt Customer must provide a valid exemption certificate before payment; Vault will not refund Taxes already remitted.

Each Cube is built to order. Vault may substitute any component with one that Vault reasonably determines to be of equivalent or better specification and function, including a different manufacturer, board partner, model number or revision, without notice to Customer.

Vault will not, without Customer’s consent, deliver fewer GPUs, less total GPU memory, less system memory or less storage capacity than the Specifications state. If Vault cannot meet those minimums, it may cancel the Order and refund the amount paid, which is Customer’s sole remedy.

Vault may change the design, components, features and software of its products, and may discontinue any product, at any time. Vault has no obligation to make any change to Products already delivered. Vault will make spare parts and hardware service available only as Part C and the Support Terms provide.

Estimates. Each Order states an estimated ship date or ship window. If an Order states none, the estimated ship date is 30 days after Vault accepts the Order and receives payment in full. Ship and delivery dates are estimates based on current lead times. They are not guaranteed, and time is not of the essence.

Delay by Vault. If Vault will not ship by the estimated ship date, Vault will notify Customer, provide a revised estimated ship date, and offer Customer the choice to consent to the delay or to cancel the delayed Products for a full refund of the amount paid for them. If the revised date is more than 30 days after the original estimated ship date, or Vault cannot provide a revised date, Vault will cancel and refund the delayed Products unless Customer expressly consents to the further delay.

Sole remedy. THE RIGHT TO CANCEL AND RECEIVE A REFUND UNDER SECTION 9.2 IS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY DELAY IN SHIPMENT OR DELIVERY. VAULT IS NOT LIABLE FOR ANY LOSS, DAMAGE, PENALTY OR EXPENSE ARISING FROM DELAY.

Partial shipments. Vault may ship an Order in more than one shipment.

Once Customer has paid for an Order, Customer may not cancel or reschedule it, and amounts paid are non-refundable, except as Section 9.2 provides. Vault has no obligation to consider or accept a request to cancel an Order.

If Customer asks to delay shipment, or is not ready to receive the Products, for more than 30 days after Vault notifies Customer that they are ready to ship, Vault may: (a) ship the Products; (b) store them at Customer’s risk and charge reasonable storage fees; or (c) reallocate them to another order and assign Customer a new estimated ship date. Title and risk of loss for stored Products pass to Customer when storage begins.

Shipment. Vault ships by UPS or FedEx, or by a comparable parcel carrier that Vault selects, to the ship-to address in the Order in the United States, in Vault’s standard commercial packaging and with an adult signature required on delivery. Shipping is free to Customer and includes shipping insurance. If Customer asks for expedited or special delivery service, Vault will quote any additional charge before it ships.

Title and risk of loss. Title to the Hardware and risk of loss or damage pass to Customer when Vault hands the Products to the carrier, subject to Section 6.5. Title to the Vault Software and Third-Party Materials does not pass; they are licensed. If Products are lost or damaged in transit, Vault will, on Customer’s timely notice under Section 12, file and pursue a claim under that shipping insurance and will apply the proceeds to repair or replace the Products. That is Vault’s only obligation for loss or damage in transit.

Customer’s carrier. If Customer elects to use its own carrier or shipping account, Customer bears all shipping cost and all risk of loss or damage from tender to that carrier, and Vault has no obligation under Section 11.2 to pursue a claim.

Customer will have an authorized adult available to receive and sign for the shipment. Customer bears any carrier charge for address correction, redelivery, storage or return that arises from an incorrect address or from missed delivery attempts.

On Delivery, Customer will inspect the packaging, photograph any visible damage to the packaging and the shipping label before unpacking further, and report the damage to the driver where the carrier allows. Customer will notify Vault in writing of any visible transit damage or shortage within 2 business days after Delivery and will retain all packaging for inspection by the carrier. Failure to notify Vault within that period, or to retain the packaging, waives any claim for visible transit damage or shortage.

Customer will inspect and power on the Products promptly after Delivery. The Products are deemed accepted 5 business days after Delivery unless, within that period, Customer gives Vault written notice describing in reasonable detail how the Products fail to conform to the Specifications. After acceptance, Customer’s remedies for any defect or nonconformity are solely those in Section 14 and Part C.

Customer will keep the original shipping carton and packing materials for at least 30 days after Delivery. Vault may decline or charge for any return that is not shipped in the original packaging or packaging that Vault supplies.

Customer is solely responsible, at its own expense, for preparing and maintaining a site that meets the Documentation, including: an electrical circuit, receptacle and power quality that match the datasheet for the model ordered (every Cube model operates on a 120 volt circuit); ventilation, clearance and ambient temperature and humidity within the published ranges; a network connection; a level, stable surface rated for the weight of the Cube; physical security; and enough trained people and equipment to lift and move the Cube safely.

Vault may require Customer to complete a site readiness checklist and may withhold shipment until Customer confirms in writing that the site is ready. Vault may rely on that confirmation without investigation.

Customer is responsible for unpacking, placement, connection and physical installation, and for any electrical work, which must be performed by a qualified electrician. Vault is not liable for personal injury or property damage arising from the handling, lifting, moving, unpacking, installation or electrical connection of the Products by anyone other than Vault’s own personnel.

Damage, malfunction or loss of performance caused by a site that does not meet this Section is excluded from the Limited Warranty and from Support Services. Onboarding and training are provided only as the Order or the Support Terms state, and remotely unless the Order states otherwise.

If, within 5 days after Delivery, Customer notifies Vault that the Hardware has concealed transit damage, is defective, fails to conform to the Specifications, or is inoperable on arrival, and Vault confirms the condition, Vault will, at its option and expense, repair the Hardware or replace it or the affected component. If Vault determines that it cannot do so within a reasonable time, Vault will accept return of the Hardware and refund the price paid for it.

As conditions of Section 14.1, Customer must: (a) contact Vault support and obtain a return merchandise authorization (“RMA”) number before returning anything; (b) cooperate with remote diagnosis; (c) where a return is authorized, have the Hardware in transit to the Vault-designated facility within 30 days after Delivery, in its original packaging and condition; and (d) comply with Part C, Section 5 regarding data. Replacements may be new or refurbished, and will not include any component, customization or software added by Customer.

This Section, with Part C, states Customer’s sole and exclusive remedies for defective, damaged or nonconforming Products.

No returns. All sales are final. Vault does not accept returns of Products for change of mind or for any other reason, and amounts paid are non-refundable, except as Sections 3.3, 5.2, 8.2, 9.2 and 14 and Part C expressly provide. Products bought through a reseller are subject to the reseller’s terms.

The only warranties for the Products are those in Part C. The Vault Software is licensed, not sold, under Part D. Third-Party Materials are licensed to Customer by their respective owners under their own terms, and Vault provides them “as is”.

Support plans. Support Services are governed exclusively by the Support Terms. Every Cube is sold with a Vault Concierge support plan, which is required with every Order and is billed monthly at the fee stated in the Order. The plan continues, and may be ended, only as the Support Terms provide. Fees paid for the plan are non-refundable. Coverage begins on the Activation Date defined in the Support Terms.

Every Cube. Vault will make security patches and updated Validated Models available for every Cube, with or without a support plan and at no charge, as and when Vault determines they are needed, for as long as Vault supports the Cube model under Section 17.4. Vault decides the content and timing of these releases.

With a support plan. Customers with an active support plan receive more frequent Updates and model updates, and previews of upcoming models, as the Support Terms and the plan description state. On-site service by a Vault technician is included only to the extent the Support Terms describe. Except as Part C and Section 17.2 provide, Vault has no obligation to provide technical assistance or other services for a Cube without an active plan.

Service life. Vault expects to make hardware service and spare parts available for a Cube model for three (3) years after the model’s last date of sale, subject to component availability, and only under Part C or an active support plan. After that period Vault may decline to service the model.

Customer Data is stored and processed on the Cube, at Customer’s premises and under Customer’s control. Vault does not host, access, monitor, retrieve, back up or process Customer Data, and Customer will not provide Customer Data to Vault. Vault has no liability for the security, integrity, loss, corruption, disclosure or unavailability of Customer Data.

By selling Products or providing Services, Vault does not act as, and does not agree to become, Customer’s data processor, service provider, business associate, subcontractor, school official or other regulated party with respect to Customer Data. Vault does not enter into business associate agreements, data processing agreements or similar instruments. A Customer that cannot lawfully acquire or use the Products without such an instrument must not place an Order.

Customer acknowledges that Vault has made no representation that the Products, or any configuration of them, satisfy any legal, regulatory, professional or security requirement applicable to Customer.

AI models are probabilistic. Output may be inaccurate, incomplete, outdated, biased, offensive, infringing or entirely fabricated, including fabricated facts, quotations, citations and legal or medical authorities. The same input may produce different Output. Output is not legal, medical, financial or other professional advice and is not a substitute for the judgment of a qualified professional.

As between the parties, Customer is solely responsible for all Output and for every decision made, action taken and document produced using it. Vault does not review Output and has no liability for it.

THE PRODUCTS ARE NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN ANY ENVIRONMENT OR APPLICATION IN WHICH A FAILURE, ERROR OR INACCURATE OUTPUT COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE, INCLUDING THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION, AIR TRAFFIC CONTROL, LIFE SUPPORT, MEDICAL DEVICES OR WEAPONS SYSTEMS (“HIGH-RISK ACTIVITIES”). VAULT SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH-RISK ACTIVITIES.

Statements on the Sites, in datasheets, white papers, one-page summaries, presentations, calculators, demonstrations, benchmarks and sales communications about performance, capacity, the number of users served, savings, payback, model compatibility, power use, acoustics, security or ship dates are estimates and descriptions for general information. They are not Specifications, warranties or terms of the Agreement.

Customer acknowledges that, in entering into the Agreement, it has not relied on any statement, representation, demonstration or sample that is not expressly set out in the Order or the Agreement. Vault’s only commitment as to conformity is that the Hardware will materially conform to the Specifications, as Part C provides.

The Recipient will use the Discloser’s Confidential Information only to exercise its rights and perform its obligations under the Agreement, and will protect it with at least the same degree of care it uses for its own similar information, and no less than reasonable care. The Recipient may disclose Confidential Information only to its Affiliates, employees, contractors, advisers and agents who need to know it for those purposes and who are bound by obligations of confidentiality at least as protective.

These obligations apply during the term of the Agreement and for three (3) years after, and for as long as any Confidential Information remains a trade secret.

If the Recipient is compelled by law, court order or governmental authority to disclose Confidential Information, it will, where legally permitted, give the Discloser prompt prior notice and reasonable assistance, at the Discloser’s expense, to contest or limit the disclosure, and will disclose only what is legally required. Where Vault is compelled to respond to a request concerning Customer, Customer will reimburse Vault’s reasonable costs, including attorneys’ fees, of responding.

Because Customer must not provide Customer Data to Vault, any Customer Data that Vault receives is not Confidential Information. Vault may delete it, and Vault’s only obligation is not to use it for any purpose other than responding to the request in which it was received.

Vault may identify Customer as a customer and may use Customer’s name and logo in customer lists, sales materials and on the Sites, in accordance with any trademark guidelines Customer provides. Customer may opt out at any time by written notice to support@vaultaisystems.com, and Vault will stop new uses within 30 days. Vault will not issue a press release or publish a case study naming Customer without Customer’s written approval. Customer will not use Vault’s name or marks without Vault’s prior written consent.

Vault and its licensors own and retain all right, title and interest in the Vault Software, the Documentation, the design of the Products, and all related intellectual property, including all modifications, improvements and derivative works, whoever makes them. No rights are granted to Customer except as the Agreement expressly states. As between the parties, Customer owns Customer Data.

If Customer or any Authorized User provides suggestions, ideas or other feedback about the Products or Services, Customer assigns all rights in that feedback to Vault and, to the extent assignment is ineffective, grants Vault a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use it for any purpose without compensation or attribution.

By Vault. Vault will defend Customer against any claim brought by an unaffiliated third party alleging that the Hardware as delivered by Vault, or the Vault Software as delivered by Vault, directly infringes a United States patent or copyright or misappropriates a trade secret (an “Infringement Claim”), and will pay the damages and costs finally awarded against Customer by a court of competent jurisdiction, or agreed by Vault in settlement, for that Infringement Claim.

Vault’s options. If an Infringement Claim is made or, in Vault’s opinion, is likely, Vault may at its option and expense: (a) procure for Customer the right to continue using the affected item; (b) replace or modify it so that it is non-infringing and substantially equivalent in function; or (c) if Vault determines that neither is commercially reasonable, terminate Customer’s rights in the affected item, accept its return, and refund the price Customer paid for it less depreciation on a straight-line basis over 36 months from Delivery.

Exclusions. Vault has no obligation under this Section 25 for any claim to the extent it arises from: (a) Third-Party Materials, including any AI model, its training or its Output; (b) Customer Data or Customer Models; (c) any component in the form supplied by its manufacturer, except to the extent that manufacturer indemnifies Vault and permits Vault to pass the indemnity through; (d) use of a Product in combination with any hardware, software, data or process not supplied by Vault; (e) any modification not made by Vault; (f) use of other than the most current Update that Vault has made available; (g) continued use after Vault has notified Customer to stop; (h) use in breach of the Agreement or the Documentation; or (i) compliance with Customer’s designs, specifications or instructions (together, “Excluded Claims”).

By Customer. Customer will defend, indemnify and hold harmless Vault and its Affiliates, officers, directors, employees, agents, suppliers and licensors from and against all claims, demands, proceedings, liabilities, damages, fines, penalties, losses, costs and expenses, including reasonable attorneys’ fees, arising out of or related to: (a) Customer Data, Customer Models or Output, including any claim by Customer’s clients, patients, students, employees or other third parties; (b) Customer’s or any Authorized User’s use of the Products, other than an Infringement Claim that Vault must defend under Section 25.1; (c) any breach of Part D, Part E, Part F or Section 28; (d) Customer’s violation of any law or of any third party’s rights; (e) the condition of Customer’s site, or the handling, installation or electrical connection of the Products; or (f) any Excluded Claim. For a public entity, this Section applies only to the extent the Public Sector Addendum allows.

Procedure. The indemnified party must give the indemnifying party prompt written notice of the claim, sole control of its defense and settlement, and reasonable cooperation at the indemnifying party’s expense. Failure to give prompt notice relieves the indemnifying party to the extent it is prejudiced. The indemnifying party will not settle a claim in a way that admits fault by, or imposes non-monetary obligations on, the indemnified party without that party’s consent, which will not be unreasonably withheld.

Exclusive remedy. SECTIONS 25.1 THROUGH 25.3 STATE VAULT’S ENTIRE LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY THE PRODUCTS, AND ARE SUBJECT TO THE LIMITS IN SECTION 26.

Excluded damages. TO THE FULLEST EXTENT PERMITTED BY LAW, VAULT AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS (THE “VAULT PARTIES”) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF USE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF DATA, COST OF RECREATING DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, REGULATORY FINES OR PENALTIES, OR COSTS OF INVESTIGATING, NOTIFYING OR REMEDIATING ANY SECURITY OR DATA INCIDENT, ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE PRODUCTS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE VAULT PARTIES ARISING OUT OF OR RELATED TO AN ORDER, THE AGREEMENT OR THE PRODUCTS WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAID TO VAULT UNDER THAT ORDER FOR THE SPECIFIC PRODUCT THAT GAVE RISE TO THE CLAIM. THIS CAP APPLIES TO ALL CLAIMS IN THE AGGREGATE, INCLUDING VAULT’S OBLIGATIONS UNDER SECTION 25, AND THE EXISTENCE OF MORE THAN ONE CLAIM DOES NOT ENLARGE IT.

Basis of the bargain. THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. CUSTOMER ACKNOWLEDGES THAT VAULT HAS SET ITS PRICES IN RELIANCE ON THESE LIMITATIONS AND THAT THEY ARE AN ESSENTIAL BASIS OF THE BARGAIN. NOTHING IN THE AGREEMENT LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

Time limit. To the fullest extent permitted by law, any claim or cause of action arising out of or related to an Order or the Products must be commenced within one (1) year after it accrues, or it is permanently barred.

Customer’s liability. Nothing in this Section limits Customer’s obligation to pay amounts due, Customer’s obligations under Section 25.4, or Customer’s liability for breach of Part D, Part F or Section 28.

The Agreement applies to each Order from Vault’s acceptance and continues as long as Customer uses the Products.

Vault may suspend shipment, Services and Updates, and may terminate any unfulfilled Order, immediately on written notice if Customer: (a) fails to pay any amount when due; (b) breaches Part D, Part F or Section 28; (c) provides false or misleading information; or (d) ceases business, becomes insolvent or becomes subject to bankruptcy or similar proceedings. On termination for these reasons, amounts paid for the terminated Order are not refundable, except to the extent applicable law requires.

Customer may terminate an unfulfilled Order only as Section 9.2 provides or if Vault materially breaches the Order and fails to cure within 30 days after written notice describing the breach.

Sections 1, 6, 7, 11.2, 12 through 16, and 18 through 32, and Parts C through F, survive delivery, termination and expiration.

The Products contain advanced computing components, software and technology subject to United States export control and sanctions laws, including the Export Administration Regulations. Customer will not, directly or indirectly, export, re-export, transfer, divert or release any Product outside the United States, or to any person, destination or end use that is prohibited or that requires a license, without first obtaining every required government authorization and Vault’s prior written consent.

Customer represents and warrants that neither it nor any Authorized User, owner or controlling person is located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive United States sanctions, or is identified on, or owned or controlled by a party identified on, any United States government restricted-party list, including the Specially Designated Nationals List, the Sectoral Sanctions Identifications List, the Denied Persons List, the Entity List and the Military End User List.

Customer will not use the Products for any purpose prohibited by United States law, including the design, development, production or use of nuclear, chemical or biological weapons, missiles, or other weapons of mass destruction, or for any prohibited military or military-intelligence end use. Vault may cancel any Order and suspend any Services, without liability, if it believes that performance could violate these laws.

Where Customer is a public entity, the Vault Public Sector Addendum applies and controls over these Terms of Sale to the extent of any conflict.

The Products are “commercial products” and the Vault Software and Documentation are “commercial computer software” and “commercial computer software documentation”, as those terms are used in FAR 2.101, FAR 12.211 and 12.212, and DFARS 227.7202 and 252.227-7015. Government end users acquire them with only the rights set out in the Agreement. If a government agency needs rights not granted under the Agreement, it must negotiate a written addendum with Vault.

Vault is not liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, fire, flood, earthquake, severe weather, epidemic, war, terrorism, civil disturbance, labor dispute, governmental action, embargo, tariff or trade restriction, export or import control, utility or telecommunications failure, cyberattack, carrier delay, unavailability of transportation, shortage or allocation of components (including GPUs, memory and storage), supplier default, or the acts or omissions of third parties. Vault’s time for performance is extended for the duration of the event. This Section does not limit Customer’s right under Section 9.2 and does not excuse any payment obligation.

Informal resolution. Before commencing any proceeding, a party will give the other written notice describing the dispute and the relief sought. Senior representatives of the parties will attempt in good faith to resolve the dispute within 30 days after the notice.

Binding arbitration. Any dispute, claim or controversy arising out of or related to the Agreement, an Order or the Products, including its formation, interpretation, breach or termination, that is not resolved under Section 31.1 will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect, before a single arbitrator, seated in Minneapolis, Minnesota, and conducted in English. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitrator has exclusive authority to resolve all issues, except that a court will decide the scope and enforceability of this Section 31.2 and of Section 31.3. The arbitrator has no authority to award damages excluded by, or in excess of the limits in, Section 26. Judgment on the award may be entered in any court of competent jurisdiction. The arbitration, all submissions and the award are Confidential Information, except as needed to enforce the award or as the law requires.

Class action and jury waiver. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE CUSTOMER. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY.

Exceptions. Despite Section 31.2, Vault may bring an action in court to collect amounts due or to recover Products, and either party may seek temporary, preliminary or permanent injunctive relief in court to protect its intellectual property rights or Confidential Information. Customer acknowledges that a breach of Part D, Part F, Section 22 or Section 28 would cause Vault irreparable harm for which damages are inadequate, and that Vault is entitled to injunctive relief without posting a bond.

Governing law; venue. The Agreement and all related disputes are governed by the laws of the State of Minnesota, without regard to its conflict of laws rules, except to the extent preempted by federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply. For any matter not subject to arbitration, the state and federal courts located in Hennepin County, Minnesota have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there and waives any objection based on inconvenient forum.

Fees. In any action to collect amounts due or to enforce Part D, Part F, Section 22 or Section 28, Vault is entitled to recover its reasonable attorneys’ fees and costs if it prevails.

Public entities. Where the Public Sector Addendum applies, its governing law and dispute resolution provisions control.

Relationship. The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship.

Affiliates. An Affiliate of Customer may purchase Products by placing an Order under these Terms of Sale, and by doing so agrees to be bound by the Agreement as Customer. Customer is jointly and severally liable for its Affiliates’ Orders.

Assignment. Customer may not assign, delegate or transfer the Agreement or any right or obligation under it, by operation of law or otherwise, without Vault’s prior written consent, and any attempt to do so is void. Vault may assign, delegate or subcontract the Agreement, in whole or in part, without consent. The Agreement binds and benefits the parties and their permitted successors and assigns. This Section does not restrict Customer’s sale or transfer of a Cube that it owns, which Part D, Section 15 and Part C, Section 8 govern.

Notices. Notices to Customer may be sent to the email or postal address in the Order and are effective when sent. Notices to Vault must be in writing, in English, and sent to Vault AI Systems, LLC, Attn: Legal, by email to support@vaultaisystems.com, and are effective on receipt. Vault may provide operational, product and security communications by email, by posting on the Sites or by other electronic means.

Anti-corruption. Customer represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value from any Vault employee or agent in connection with the Agreement, and will notify Vault promptly if it learns of any.

Changes to these terms. Vault may revise these Terms of Sale at any time by posting a revised version. The version in effect when an Order is placed governs that Order. No other modification of the Agreement binds Vault unless it is in a writing signed by an authorized signatory of Vault. No sales representative, reseller or agent has authority to vary the Agreement or to make any representation or warranty on Vault’s behalf.

Waiver; severability. No failure or delay by Vault in exercising any right is a waiver of it. A waiver is effective only if in a writing signed by the waiving party. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

Third parties. There are no third-party beneficiaries of the Agreement, except that the Vault Parties may enforce Sections 20, 25 and 26 and the disclaimers in Part C.

Order of precedence. If the documents conflict, the following order applies: (a) a written agreement signed by an authorized signatory of Vault and by Customer; (b) the Public Sector Addendum, where it applies; (c) the Order, but only as to price, quantity, Specifications, ship-to address and payment method; (d) these Terms of Sale and Parts C through F; and (e) the Documentation.

Customer terms rejected. All terms and conditions on or referenced in any Customer purchase order, vendor registration form, portal, questionnaire or other Customer document are rejected, are not part of the Agreement and are void, even if Vault signs or does not object to the document, except to the extent the Public Sector Addendum provides otherwise. Vault’s acceptance of an Order is expressly conditioned on Customer’s assent to the Agreement.

Entire agreement. The Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous proposals, quotes, marketing materials, negotiations, representations and communications, written or oral, on that subject, including any earlier reservation or deposit terms.

Interpretation; electronic acceptance. “Including” means “including without limitation”. Headings are for convenience only. The Agreement will not be construed against Vault as drafter. The Agreement may be accepted electronically, and electronic records and signatures have the same effect as originals.

Hardware. Vault warrants to Customer that, during the Warranty Period, the Hardware, including the system as built and configured by Vault and the components installed by Vault, will under normal use and with the maintenance the Documentation recommends be free from material defects in materials and workmanship and will materially conform to the Specifications.

Vault Software. Vault warrants that for ninety (90) days after Delivery the Vault Software, as delivered and when used in accordance with the Documentation, will perform substantially as the Documentation describes. Vault does not warrant that the Vault Software is free of errors or will operate without interruption.

Services. Vault warrants that it will perform Services in a professional manner. Support Services are warranted only as the Support Terms provide.

The “Warranty Period” for Hardware begins on Delivery and continues for one (1) year, or for a longer period only if the Order expressly includes an extended hardware warranty. A repaired or replacement item is warranted for the remainder of the original Warranty Period or ninety (90) days from its shipment, whichever is longer. Repair or replacement does not otherwise extend or restart the Warranty Period.

Hardware. If Customer reports a defect covered by Section 1.1 during the Warranty Period and Vault confirms it, Vault will, at its option and as Customer’s sole remedy: (a) repair the Hardware; (b) replace the defective component or the Hardware with a new, refurbished or reconditioned item of equivalent or better specification and function; or (c) if Vault determines that neither is commercially reasonable, accept return of the Hardware and refund the price paid for it less depreciation on a straight-line basis over 36 months from Delivery. Replaced items become Vault’s property.

Vault Software. For a breach of Section 1.2 reported during the period stated there, Vault will, at its option and as Customer’s sole remedy, use commercially reasonable efforts to correct the nonconformity, provide a workaround, or supply a replacement version.

Services. For a breach of Section 1.3 reported within 30 days after performance, Vault will re-perform the affected Services, as Customer’s sole remedy.

Contact support. Customer must contact Vault support by email at support@vaultaisystems.com, provide the serial number and a description of the problem, and obtain an RMA number before returning anything. Vault will respond to each support request within 24 hours after receiving it, and gives priority to requests from customers with an active support plan. A response is an initial reply from Vault support; it is not a commitment to diagnose or resolve the problem within that time. Vault may refuse any shipment that arrives without an RMA number.

Remote diagnosis. Vault will first attempt to diagnose and resolve the problem remotely. Customer will cooperate, perform the diagnostic steps Vault reasonably requests, and provide diagnostic information that contains no Customer Data. Any remote session is initiated, supervised and ended by Customer. Vault maintains no persistent remote access to any Cube.

Customer replaceable parts. For components that Vault designates as customer replaceable, Vault will ship a replacement part by ground service after it confirms the claim, and a Vault engineer will guide Customer’s representative through the replacement remotely. Vault may, at its option, require Customer either to return the failed part first or to provide a payment authorization for the replacement’s then-current price before Vault ships. Customer will return the failed part in the packaging provided within 10 business days after receiving the replacement. If Customer does not, Vault may charge Customer the then-current list price of the replacement.

Timing. Vault will use commercially reasonable efforts to complete warranty service promptly. Other than the response time in Section 4.1, Vault makes no commitment as to diagnosis, shipment, repair or turnaround times under this Limited Warranty. Prioritized response, advance replacement and priority allocation of scarce parts are available only under a Vault support plan, and on-site service by a technician only to the extent the Support Terms provide.

No fault found. If Vault determines that returned Hardware has no defect covered by this Limited Warranty, Vault may charge Customer its then-current diagnostic fee and the shipping in both directions.

Out of warranty service. After the Warranty Period, and for anything this Limited Warranty excludes, Vault may in its discretion offer repair at its then-current rates for parts, labor and shipping, with all shipping at Customer’s expense.

Before returning any Hardware or component, Customer must back up Customer Data and either perform a factory reset or remove all storage drives. Vault is not responsible for any Customer Data on anything returned to it, and warranty service may result in the erasure of all data and the restoration of the original software configuration. Vault will not attempt to access Customer Data and will erase any storage media it receives.

Customer may retain a failed storage drive instead of returning it, at no charge, if Customer certifies in writing that it has destroyed the drive.

This Limited Warranty is void if: a serial number, warranty seal or tamper-evident label has been removed, altered or defaced; the Hardware was obtained from anyone other than Vault or an authorized reseller; the Hardware has been exported or used outside the United States; Customer has not paid for the Products in full; or Customer is in material breach of the Agreement.

This Limited Warranty extends exclusively to the original Customer and is not transferable. It terminates automatically if title to the Hardware is transferred, unless Vault agrees otherwise in writing.

A Vault support plan or an extended hardware warranty applies only if an Order includes it. Hardware coverage under a support plan is governed by the Support Terms and is subject to the exclusions in Sections 6 and 7 of this Part C.

Vault is the sole point of contact for warranty service on the Hardware as built. Customer will not seek warranty service for a Vault-installed component directly from its manufacturer without Vault’s consent. To the extent a manufacturer’s warranty is broader than this Limited Warranty, Vault passes it through only to the extent the manufacturer permits, without any obligation on Vault’s part.

TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT AS EXPRESSLY STATED IN THIS PART C: (A) THE PRODUCTS, THE THIRD-PARTY MATERIALS AND ALL OUTPUT ARE PROVIDED “AS IS” AND WITH ALL FAULTS; (B) VAULT MAKES NO OTHER WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE; AND (C) VAULT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY OR SYSTEM INTEGRATION, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

VAULT DOES NOT WARRANT THAT THE PRODUCTS WILL MEET CUSTOMER’S REQUIREMENTS; THAT THEY WILL OPERATE WITHOUT INTERRUPTION OR ERROR; THAT THEY ARE SECURE AGAINST INTRUSION, MALICIOUS CODE OR DATA LOSS; THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE OR NON-INFRINGING; THAT ANY MODEL WILL REMAIN AVAILABLE OR COMPATIBLE; OR THAT THE PRODUCTS OR THEIR USE WILL COMPLY WITH ANY LAW, REGULATION, PROFESSIONAL RULE OR SECURITY FRAMEWORK. NO STATEMENT BY VAULT OR ITS REPRESENTATIVES CREATES A WARRANTY NOT EXPRESSLY STATED IN THIS PART C.

TO THE EXTENT ANY IMPLIED OR STATUTORY WARRANTY CANNOT LAWFULLY BE EXCLUDED, IT IS LIMITED IN DURATION TO THE WARRANTY PERIOD, AND VAULT’S LIABILITY UNDER IT IS LIMITED, AT VAULT’S OPTION, TO REPAIRING OR REPLACING THE PRODUCT, RE-SUPPLYING THE SERVICE, OR PAYING THE COST OF DOING SO.

THE REMEDIES IN SECTION 3 OF THIS PART C AND IN PART B, SECTION 14 ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, AND VAULT’S ENTIRE LIABILITY, FOR ANY DEFECT IN OR NONCONFORMITY OF THE PRODUCTS. THEY ARE SUBJECT TO THE LIMITATIONS IN PART B, SECTION 26.

The VaultOS Software is licensed for use with the Vault AI System. Customer’s purchase of a Cube transfers title to the Hardware only. Vault and its licensors retain all right, title and interest in the Vault Software and every copy of it.

Subject to Customer’s payment in full for the Cube, Vault grants Customer a perpetual, non-exclusive, non-sublicensable license to run the Vault Software, in object-code form, on the Cube on which Vault installed it, for Customer’s internal business operations and in accordance with the Documentation. The license is tied to that Cube and transfers with it under Section 15. It ends only as Section 16 provides.

Customer may use the Documentation internally in support of its licensed use of the Vault Software.

Only Authorized Users may use the Vault Software, and only for Customer’s benefit. Customer is responsible for each Authorized User’s compliance with the Agreement and is liable for their acts and omissions as if they were its own. Customer may permit its Affiliates’ personnel to be Authorized Users. There is no limit on the number of Authorized Users, and Vault does not charge per user or per seat.

The Cube is delivered as a managed system. Customer will not obtain or use root, superuser, recovery-console, firmware or management-controller access to a Cube, install operating-system packages, drivers or kernel modules, or alter partitions, the boot chain or system services, except through the interfaces and procedures the Documentation provides or under the real-time direction of Vault support.

Any such access or alteration not permitted by Section 5.1 is a modification for purposes of Part C, Section 6, relieves Vault of all warranty and support obligations for the affected Cube, and is at Customer’s sole risk.

Vault makes security patches and updated Validated Models available for every Cube as and when Vault determines they are needed, as Part B, Section 17.2 provides. Customers with an active support plan receive more frequent Updates and model updates, as the Support Terms provide. Each Update is licensed under this License as amended at the time of release, and installing an Update constitutes acceptance of the amended License.

Customer will obtain Updates only from Vault and will install them only by the procedure Vault provides. An Update may add, change or remove features, Validated Models or supported configurations. Vault may designate versions as no longer supported, and may condition warranty service and Support Services on installation of a current Update.

Vault may make features, models or tools available that are identified as beta, preview, experimental, early access or similar (“Preview Features”). Previews of upcoming models are offered to customers with an active support plan. Preview Features are optional, are provided “as is” without warranty, support or indemnity of any kind, may be changed or withdrawn at any time, and are not suitable for production use. Part C does not apply to Preview Features.

VaultLink may be used only to connect Cubes that Customer owns, that are located at Customer’s own premises in the United States, and that run versions Vault designates as compatible. Customer will not connect a Cube to any Cube or system owned or operated by another organization.

Open-source software. The Cube includes open-source software. Each open-source component is licensed to Customer under its own license, not this License, and nothing in this License limits Customer’s rights under, or grants rights that supersede, those licenses. License notices are provided with the Products or the Documentation. Where an open-source license requires Vault to make source code available, Vault will do so on written request to support@vaultaisystems.com.

Drivers, firmware and other components. GPU drivers, component firmware and other third-party software are licensed by their respective owners under their own end-user terms, which Customer accepts by using the Cube. Customer is responsible for determining whether its deployment and use comply with those terms.

No Vault warranty or indemnity. Vault provides all Third-Party Materials “as is”, without warranty, support commitment or indemnity, whether or not Vault selected, installed, configured, tested, validated or recommended them.

Validated Models. Validated Models are Third-Party Materials. They are created and licensed by third parties under their own licenses and acceptable-use policies, which bind Customer. Vault is not the developer or licensor of any Validated Model. “Validated” means only that Vault has tested that the model loads and runs on a Cube in a stated configuration. It is not a representation or warranty about the model’s accuracy, safety, bias, training data, intellectual property status, security, fitness for any purpose, or the suitability of its license for Customer’s use.

Availability. Vault may add, replace, re-quantize, deprecate or remove Validated Models at any time, including where a model’s owner changes its license or where Vault identifies a legal, security or quality concern. Vault has no liability for the unavailability or changed behavior of any model.

Customer Models. Customer may load Customer Models only in formats and by procedures the Documentation supports, and does so entirely at its own risk. Customer represents that it has all necessary rights in Customer Models and that they contain no malicious code. Vault has no obligation to support Customer Models and no liability for them, including for any damage they cause to a Cube, to the Vault Software or to Customer Data.

Part B, Section 20 applies to all Output. Vault makes no representation or warranty regarding Output, claims no ownership of it, and has no liability for it. Customer is responsible for determining whether it may lawfully use, disclose or claim rights in any Output.

The Vault Software is designed to operate without transmitting Customer Data to Vault. Vault has no remote access to a Cube except during a support session that Customer initiates and supervises.

If Customer provides Vault with a diagnostics bundle, log, screenshot, configuration file or other technical information (“Diagnostic Information”), Customer will first remove all Customer Data. Customer grants Vault a perpetual, irrevocable, worldwide, royalty-free license to use Diagnostic Information to provide Services and to develop, secure and improve Vault’s products and services.

Vault may compile aggregated or de-identified statistical and technical information derived from Diagnostic Information, support interactions and the operation of the Products generally (“Usage Information”). Vault owns all Usage Information and may use and disclose it for any lawful business purpose, provided that it does not identify Customer or any individual.

Vault and its licensors own all right, title and interest in and to the Vault Software, the Documentation, Usage Information and all related intellectual property rights, including all copies, modifications, improvements and derivative works, by whomever made. All rights not expressly granted in this License are reserved. No license is granted by implication or estoppel. As between the parties, Customer owns Customer Data, including its prompts, its Output, its embeddings and, subject to the license of the underlying model, any fine-tuned weights or adapters that Customer creates on a Cube. Vault claims no rights in them. Part B, Section 24.2 applies to feedback.

The license to the Vault Software delivered with a Cube is included in the price of the Cube. Vault charges no per-user, per-seat, renewal or transfer fee for it.

Vault will not require Customer to certify its compliance with this License or to submit to a license audit.

Customer may transfer this License only together with the Cube on which Vault installed the Vault Software, to a new owner located in the United States who agrees in writing to Parts D, E and F. Before the transfer Customer will perform a factory reset that removes all Customer Data, and will give Vault written notice of the new owner’s name and contact details so that Vault can send it security advisories. Vault charges no transfer fee. The transfer must comply with Part B, Section 28. Customer’s own license ends on transfer.

Part C, Section 8 governs whether the Limited Warranty continues after a transfer, and the Support Terms govern any support plan.

This License is effective from Delivery until terminated. Vault may terminate this License on written notice if Customer or any Authorized User breaches Section 4, 5, 8 or 15, Part F or Part B, Section 28, or fails to pay any amount when due, and may terminate it for any other material breach that remains uncured 30 days after written notice.

On termination, all rights granted under this License end immediately. Customer must stop all use of the Vault Software and perform a factory reset that removes it. Termination does not entitle Customer to any refund and does not limit any other right or remedy of Vault. Customer retains title to the Hardware and ownership of Customer Data. Sections 1, 4, 5.2, 9 through 14, and 16 through 19 survive.

THE ONLY WARRANTY FOR THE VAULT SOFTWARE IS IN PART C, SECTION 1.2, AND IT IS SUBJECT TO THE DISCLAIMERS IN PART C, SECTION 11. VAULT’S LIABILITY UNDER THIS LICENSE IS SUBJECT TO THE EXCLUSIONS AND LIMITATIONS IN PART B, SECTION 26.

The Vault Software and Documentation are commercial computer software and commercial computer software documentation. Government end users acquire them with only the rights set out in this License, consistent with FAR 12.212 and DFARS 227.7202. The Vault Software is subject to Part B, Section 28.

Part B, Sections 31 and 32 apply to this License. If any provision of this License conflicts with Part B, this License controls as to the Vault Software.

During first-run set-up Customer will create at least one administrator account with unique, strong credentials, and will enable multi-factor authentication where the Vault Software offers it. Customer will not share credentials among individuals, will limit administrator rights to trained personnel, and will promptly remove access for anyone who no longer needs it.

Customer is solely responsible for safeguarding all credentials, recovery codes and encryption keys, and for all activity under them. Vault does not hold Customer’s credentials or keys and cannot recover them. If administrator credentials or keys are lost, the only recovery path may be a factory reset that permanently erases all Customer Data. Vault may rely and act on instructions from any person who holds administrator credentials or who is an authorized requester under a support plan.

Customer alone decides who may use a Cube and what each person may see and do. Customer is solely responsible for configuring, testing and maintaining roles, groups, matter or client separations, document permissions and every other access setting, and for verifying that they operate as Customer intends before placing sensitive material on a Cube. Vault is not liable for any access, disclosure or loss resulting from Customer’s configuration choices or from the acts of Authorized Users.

Customer will: keep each Cube in a physically secure location with controlled access; connect it only to a private network segment behind Customer’s firewall; not expose any Cube interface or port to the public internet, whether by port forwarding, reverse proxy, tunnel or otherwise, except as the Documentation expressly describes; keep the Cube’s management interfaces disabled or isolated as delivered; and maintain appropriate security on every device and network that can reach a Cube.

Customer is responsible for properly configuring and using the Products and for taking its own steps to secure and protect Customer Data. Customer is responsible and liable for the activities of any person who gains access to a Cube or to Customer Data as a result of Customer’s failure to comply with this Section.

Customer is solely responsible for the integrity, preservation and backup of Customer Data, regardless of whether the Vault Software includes any export, snapshot or backup feature. Customer will maintain current, tested backups on separate media, and will make a backup before every Update, repair, component replacement, model change, configuration change and factory reset.

To the fullest extent permitted by law, Vault has no liability for any loss, corruption, unavailability or reconstruction of Customer Data, however caused.

Customer will install Updates within a reasonable time after Vault releases them and, to remain eligible for Support Services and warranty service on software related issues, will not run a version more than two Update releases behind the current release. Customer is responsible for scheduling Updates, notifying its users, and backing up before installing.

Customer will obtain Updates only from Vault, will verify them by the method the Documentation describes, and will not alter, repackage or redistribute them.

Remote assistance occurs only in sessions that Customer initiates, supervises throughout and ends. Before and during any session Customer will close or hide Customer Data so that it is not visible to Vault personnel. Customer will not send Customer Data to Vault by any channel.

Because Cubes are designed to operate without an internet connection, Vault delivers security advisories, release notes, end-of-support notices and other product communications by email to the contacts on file and by posting on the Sites. Customer will keep those contacts current and will monitor them. Vault is not responsible for any consequence of Customer’s failure to receive or act on a communication sent to the contacts on file.

Customer will review and comply with the license and use policy of every model it uses, will evaluate each model’s suitability and accuracy for its intended use before relying on it, and will keep records sufficient to show which model and version produced any Output on which it relies. Customer will load Customer Models only as Part D, Section 10.3 permits.

Customer will connect Cubes through VaultLink only as Part D, Section 8 permits, over a dedicated or private network segment, and with all Cubes in a cluster on compatible versions. Customer is responsible for the network between Cubes. Access settings must be verified on every Cube in a cluster.

Customer will operate each Cube within the electrical and environmental parameters in the Documentation; keep vents clear; not stack objects on or enclose the Cube; use surge protection and, where continuity matters, an uninterruptible power supply of a type the Documentation lists as compatible; shut the Cube down through the Vault Software before disconnecting power; and move it only when powered off and, for any shipment, only in the original or Vault-supplied packaging.

Vault does not monitor any Cube. Customer will monitor the status display and administrator notifications and will act promptly on temperature, fan, power, storage, GPU and other fault alerts, including by shutting the Cube down and contacting Vault support where the alert so directs. Damage resulting from continued operation after an alert is excluded from the Limited Warranty.

Customer is solely responsible for obtaining, licensing, installing, operating and maintaining any third-party hardware, software, network, directory, storage or other product or service that it uses with a Cube (“Third-Party Products”), and for any exchange of data between a Cube and a Third-Party Product. Vault provides no warranty, support or indemnity for Third-Party Products, whether or not Vault has identified them as compatible, and is not liable if a change in a Third-Party Product affects a Cube.

Customer acknowledges that the Products include and depend on open-source software governed by its own license terms, which are presented with the Products or the Documentation or are available from public sources. Customer is responsible for reviewing and complying with those terms.

Customer acknowledges that the Products are tools with which Authorized Users have broad discretion to process Customer Data. Customer is solely responsible and liable for all activity on its Cubes, including the processing of Customer Data, everything any Authorized User inputs, generates, displays, discloses or publishes, and every use made of Output.

If Customer discovers a suspected security vulnerability in the Products, it will report it promptly and confidentially to support@vaultaisystems.com, will not disclose it to any third party for at least 90 days after the report or until Vault releases a fix, whichever is earlier, and will not exploit it except as needed to confirm that it exists. Customer will not perform or permit penetration testing or security testing of the Vault Software beyond its own Cubes, and will share the results of any such testing only with Vault.

Before selling, transferring, returning, recycling or disposing of a Cube or any storage device from it, Customer will perform a factory reset or cryptographic erase and confirm that no Customer Data remains. Any transfer is subject to Part B, Section 28, Part C, Section 8 and Part D, Section 15. Customer will dispose of Hardware in accordance with applicable electronic-waste laws.

Vault may suspend Support Services, Updates and warranty service for any Cube while Customer is in breach of these Guidelines, Part D or Part F, or has not paid any amount when due. Suspension does not extend any Warranty Period or support term and does not entitle Customer to any refund or credit.

Vault may update these Guidelines by posting a revised version or including it with an Update. The revised Guidelines apply from the date posted or, for a Cube, from installation of the Update that includes them.

Customer will not use the Products for High Risk Activities, as defined in Part B, Section 20.3.

Customer will not use Output as the sole basis for any decision that has legal or similarly significant effects on an individual, including medical diagnosis or treatment, legal advice or filings, employment, housing, credit, insurance, benefits, law enforcement, admission, grading or discipline decisions, without meaningful review by a qualified human who is accountable for the decision, and without complying with every law that governs automated decision-making.

Customer will comply with the license and acceptable-use policy of every model and other Third-Party Material it uses, including any restriction on using Output to develop or improve other models. Customer will not use the Products to generate content that the model’s owner prohibits, or remove or defeat any safety feature of the Vault Software.

Customer will not place on a Cube any data that it lacks the right, consent or authority to process there. Customer remains responsible for every professional, ethical and confidentiality duty it owes to its clients, patients, students and others, and will not represent to anyone that Vault has assumed any of those duties.

Customer will not use, export, re-export or transfer the Products in breach of Part B, Section 28, and will not permit their use by any person suspected of involvement in activities relating to terrorism, narcotics or arms trafficking, or the proliferation of nuclear, chemical or biological weapons or missiles.

Customer will not abuse, overload or misuse the Sites or Vault’s support channels, submit false or harassing requests, or send Customer Data, regulated data or malicious code to Vault.

Violations may be reported to support@vaultaisystems.com. Vault has the right, but no obligation, to investigate any suspected violation. Customer will cooperate with any investigation and will provide information Vault reasonably requests, other than Customer Data. Vault may report conduct that it suspects violates any law to law-enforcement authorities, regulators or other appropriate third parties, and may disclose related customer information consistent with applicable law.

If Vault determines, in its sole discretion, that Customer or any Authorized User has violated this AUP, Vault may, without liability and without refund or credit: (a) suspend or terminate Support Services, Updates and warranty service; (b) decline warranty service for any damage the violation caused; (c) terminate the license under Part D, Section 16; (d) suspend or terminate access to the Sites; (e) cancel unfulfilled Orders; and (f) pursue any other remedy available at law or in equity. These rights apply even if the violation was unintentional or was committed without Customer’s authorization. Vault’s right to act is not an obligation to act at any given time or with respect to any given customer.

Vault may modify this AUP at any time by posting a revised version on the Sites. By continuing to use the Products, the Sites or the Services, Customer agrees to the latest version.