Terms of Service

This PADO Services Agreement, together with the Acceptable Use Policy in Part B, the Privacy Notice in Part C, the Supplier Schedule in Part D, the Documentation, and any Order Form (collectively, this “Agreement”), forms a legally binding and enforceable agreement between PADO AI Orchestration, Inc., a Delaware corporation having a business address at 23465 Civic Center Way, Building 9, Malibu, CA 90265 (“PADO”, “we”, “us”) and the customer accessing or using the Services (“Customer”, “you”). If you are entering into this Agreement on behalf of a company or other legal entity, you represent that: (i) you have full legal authority to bind that entity to this Agreement; and (ii) having read and understood this Agreement, you agree to it on behalf of that entity, and its terms bind that entity. Each of you and PADO is a “Party” and together the “Parties”.

BY CLICKING TO ACCEPT, OR BY OTHERWISE AGREEING TO THIS AGREEMENT, OR BY ACCESSING OR USING THE SERVICES, YOU AGREE — ON BEHALF OF YOURSELF AND YOUR ORGANIZATION — TO BE BOUND BY THIS AGREEMENT WITH IMMEDIATE EFFECT.

YOU FURTHER ACKNOWLEDGE THAT PADO DOES NOT OWN OR OPERATE THE INFRASTRUCTURE ON WHICH THE SERVICES RUN. THE SERVICES ARE PROVISIONED THROUGH PADO’S COMMERCIAL ARRANGEMENT WITH A THIRD-PARTY SUPPLIER, AND MANY OF YOUR OBLIGATIONS UNDER THIS AGREEMENT MIRROR OBLIGATIONS PADO OWES TO THAT SUPPLIER.

PART A — SERVICES AGREEMENT

1. DEFINITIONS

“Applicable Data Protection Laws” means all data protection and privacy laws and regulations applicable to a Party in its role in the processing of Personal Data under this Agreement, which may include Regulation 2016/679 (the “EU GDPR”). The terms “data subject”, “controller”, “processor”, “process” and “processing” have the meanings given to them in Applicable Data Protection Laws.

“Arrears” means a negative balance of the Customer Account at the end of a Reporting Period.

“Authorized User” means a User designated by you and granted administrative rights to manage the Services.

“Billing Threshold” means a maximum negative balance of the Customer Account which, if exceeded, entitles PADO to charge you automatically for Services consumed.

“Console” means the closed section of the PADO portal through which you administer the Services, order resources, view Statistics and the status of the Customer Account, manage Quotas, Limits and Grants, view the Supplier Schedule and the identity of the applicable Supplier, and exchange notices with PADO.

“Content” means data, text, programs, databases, audio, images, video, messages and other materials.

“Customer Account” means the unique record created for you that provides access to the Services and records the financial relationship between PADO and you, including payments made and amounts payable.

“Customer Data” means Content uploaded, submitted, generated or stored by you or your Users through the Services, and includes your models, model weights and Outputs.

“Documentation” means the technical, billing, support and user documentation for the Services that PADO makes available in the Console, together with any Supplier documentation identified there.

“Grant” means promotional or bonus credit PADO makes available to you.

“Limits” means technical limitations on usage of the Services arising from the architecture of the Platform or imposed by a Supplier.

“Order Form” means a written or electronic document issued by PADO specifying the Services to be provided, whether on an on-demand or committed basis, the fees, and any other applicable terms. Each Order Form incorporates and is governed by this Agreement unless it expressly states otherwise.

“Outputs” means the results generated by your workloads running on the Services.

“Payment Method” means the method by which you make payments to PADO, including wire transfer, ACH or credit card, as approved by PADO and displayed in the Console.

“Personal Data” means any information relating to a directly or indirectly identified or identifiable individual, as defined by Applicable Data Protection Laws.

“Platform” means, collectively, the PADO portal and Console and the Supplier Infrastructure through which the Services are made available.

“Quotas” means organizational limitations on your usage of the Services which PADO establishes for you, visible in the Console.

“Reporting Period” means a calendar month unless otherwise agreed in writing. The first Reporting Period runs from the Effective Date to the last day of that calendar month (UTC).

“Service Fees” means the aggregate fees determined by PADO based on your usage of the Services and the Service Rates.

“Service Rates” means the fees for each billing unit of a Service, as set out in an Order Form or published in the Console.

“Services” means the cloud compute services and related resources PADO makes available to you through the Platform.

“Statistics” means the records of PADO’s automated systems containing information on the amount of Services used, Service Fees and related information, available in the Console.

“Supplier” means the third party that provides the Supplier Infrastructure on which a given Service operates. The identity of the Supplier applicable to your Services, and the terms specific to that Supplier, are set out in the Supplier Schedule and in the Console.

“Supplier Infrastructure” means the GPUs, servers, networking, storage, facilities, operational software and associated infrastructure operated by a Supplier on which the Services physically run.

“Supplier Terms” means the terms, policies and documentation that a Supplier applies to use of its infrastructure, as identified in the Supplier Schedule and made available in the Console, as amended by that Supplier from time to time.

“User” means any individual who directly or indirectly through you accesses or uses the Services under the Customer Account.

2. SCOPE; HOW THE SERVICES ARE PROVIDED

2.1. PADO provides you access to and the right to use the Services on an on-demand basis, and you shall use and pay for the Services in accordance with this Agreement and any Order Form.

2.2. PADO does not own or operate the infrastructure. PADO does not own, operate, host or physically control the Supplier Infrastructure or any GPU, server, network, storage system or data centre. PADO provisions the Services to you through PADO’s commercial account and arrangement with the applicable Supplier, in a tenant established for you as described in Section 6.8. PADO’s obligations are limited to those expressly set out in Section 10.1.

2.3. Suppliers. The Supplier applicable to a given Service is identified in the Console and in the Supplier Schedule. PADO may add, change or substitute Suppliers, and may allocate or reallocate your workloads between Suppliers, in each case on notice to you in the Console. Where a change of Supplier would move your workloads or Customer Data to a different country or region, PADO will not make that change without your consent.

2.4. Supplier Terms; flow-down. Your use of the Services is subject to the Supplier Terms applicable to the Supplier serving your workload. You shall comply with those Supplier Terms as if you were the customer named in them, and PADO may enforce them against you. PADO will make the applicable Supplier Terms available in the Console. Where a Supplier requires you to accept its terms in your own name, you must do so before compute is provisioned to you, and PADO will record your acceptance, including the identity of the accepting person, the date and time, and the version accepted, and may provide that record and information about you and your use to that Supplier.

2.5. Consent to future Suppliers. You agree in advance that PADO may make the Services available through additional Suppliers, and that the Supplier Terms for any such Supplier will apply to your use of Services provisioned through it from the date PADO makes them available in the Console and gives you notice under Section 19. Your continued use of the Services after that date constitutes acceptance. If you do not accept, you may terminate under Section 19.3.

2.6. Conflicts. Where a Supplier Term and this Agreement conflict, this Agreement prevails, except that where the Supplier Term imposes a stricter obligation on you, or a shorter period for you to act, the Supplier Term prevails as to that obligation or period.

2.7. Availability. For on-demand Services, PADO may refuse to provide the Services where PADO determines, or a Supplier determines, that the volume of resources available is limited or insufficient. PADO bears no responsibility or liability for any inability to provide, or delay in providing, requested Services due to resource constraints or technical limitations.

2.8. No resale. You may not resell, sublicense, rent or otherwise make the Services available to any third party, or use the Services to operate a service bureau, time-sharing or similar service.

2.9. Except as expressly set out here, this Agreement grants neither Party any rights, implied or otherwise, to the other’s Content or intellectual property.

3. BETA STATUS

3.1. The Services are currently offered as a beta release. Beta Services are made available for evaluation, development and testing. You should not use them for production workloads, for anything safety-critical, or for anything where interruption, unavailability or loss of data would cause you material harm.

3.2. During the beta, PADO may change, limit, suspend or withdraw the Services or any feature at any time, and may impose or vary Quotas, Limits and caps without notice.

3.3. You shall not publicly disclose non-public information about the performance, errors or defects of the beta Services without PADO’s prior written consent.

3.4. PADO will replace this Agreement with its general terms following the beta. PADO will give you notice under Section 19 before the replacement takes effect.

4. YOUR WARRANTIES AND REPRESENTATIONS

4.1. Each Party warrants that it has all right, power and authority to enter into this Agreement and to perform its obligations.

4.2. You warrant and represent that:

1. all details you provide are accurate and complete, and you will keep them current throughout the term;
2. your engagement with PADO is not and will not be in breach of any agreement to which you are a party;
3. you and all of your Users have provided all necessary notices, made all necessary registrations, and obtained all necessary rights, licences, consents, releases and permissions, and legally hold all necessary rights, title and interest in the Customer Data, to process it under this Agreement and to grant the rights granted here;
4. the Customer Data and your use of it does not and will not: (i) infringe, violate or misappropriate any third-party right, including copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity or other intellectual property or proprietary right; (ii) slander, defame, libel or invade a right of privacy, publicity or other property right of any person; or (iii) cause PADO or any Supplier to violate any law, regulation, rule or right of a third party;
5. you have reviewed the Services, the Documentation, this Agreement and the applicable Supplier Terms and have found the Services suitable for your needs, and you waive any claim against PADO in that regard;
6. you are solely responsible for the development, content, operation, maintenance and use of the Customer Data;
7. the Customer Data does not and will not violate the Acceptable Use Policy in Part B or any Supplier acceptable use policy;
8. you are not the subject or target of any sanctions, trade embargo or restrictive measure administered or enforced by the UN Security Council, the US Government (including OFAC, BIS or the US Department of State), the European Union or any Member State, His Majesty’s Treasury, or any other relevant sanctions authority (together, “Sanctions Authorities”). This includes designation on any list maintained by a Sanctions Authority, including the US Denied Persons List, the US Unverified List, the US Military End-Users List, the US Specially Designated Nationals and Blocked Persons List, the US Foreign Sanctions Evaders List and the US Entity List, and includes location, organization or nationality in a country or region subject to comprehensive sanctions or a comprehensive US embargo (currently Cuba, Iran, North Korea, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic of Ukraine and the so-called Luhansk People’s Republic of Ukraine). You are not owned or controlled, directly or indirectly, by any party on any such list, and are not designated as a Specially Designated Global Terrorist or a Foreign Terrorist Organization;
9. neither you, nor any person acting for or on your behalf, nor any of your ultimate beneficial owners, is incorporated, registered, located or resident in Russia or Belarus, and you will not use or integrate the Services in any activity related to Russia or Belarus;
10. you, your operations, the Customer Data and your use of the Services comply with all applicable law; and
11. your purchase and use of the Services is strictly for commercial purposes and not for personal, family or household purposes.

4.3. If you have a reasonable basis to believe that any warranty in Section 4.2 may no longer be true or has been breached, you shall notify PADO in writing immediately, and in any event within seventy-two (72) hours. You agree that PADO may pass any such notice, and the information in it, to the applicable Supplier.

4.4. You shall re-certify the warranties in Sections 4.2(h), (i) and (j) in writing within ten (10) business days of PADO’s request, or within any shorter period a Supplier requires.

5. YOUR UNDERTAKINGS

5.1. You undertake that:

5.1.1. you shall pay for the Services in accordance with this Agreement and any Order Form;

5.1.2. you shall comply with all applicable laws and regulations, and with the Acceptable Use Policy in Part B and the applicable Supplier Terms;

5.1.3. you shall promptly notify PADO of any technical problem with the Services;

5.1.4. you shall ensure the safe storage of, and prevent the compromise of, the credentials used to access the Services;

5.1.5. you shall inform PADO of any relevant change in your details no later than five (5) calendar days after the change;

5.1.6. you shall not include sensitive personal data in the Customer Data, including medical records and other information protected under HIPAA, biometric data, genetic data, financial information as defined under the Gramm-Leach-Bliley Act or Articles 9 and 10 of the GDPR, Social Security Numbers, personal information concerning minors, or geolocation data, and shall not introduce any category of data that the applicable Supplier Schedule identifies as prohibited;

5.1.7. you shall not transfer or assign your rights or obligations under this Agreement without PADO’s prior written consent;

5.1.8. you shall not reverse engineer, decompile, disassemble, translate, create derivative works from, or evade the technical constraints of the Services, the Platform, or the intellectual property or software of PADO or any Supplier, nor attempt to extract source code, except to the extent permitted by mandatory applicable law and then only as necessary and within the intended purpose of the Services;

5.1.9. you shall not disable, distort or otherwise circumvent any billing, metering or accounting mechanism;

5.1.10. you shall follow the Documentation when using the Platform, and shall observe the Quotas and Limits applicable to your account;

5.1.11. where a security incident occurs as a result of your acts or omissions and compromises the security of the Platform, of PADO’s account with a Supplier, or of another PADO customer, you shall cooperate fully with PADO and the applicable Supplier in the investigation and remediation, including timely reporting, provision of relevant logs and compliance with forensic investigation;

5.1.12. you shall not store Personal Data, confidential information or sensitive information in resource identifiers, metadata tags, labels, URLs, access rules or similar management fields, which do not constitute Customer Data;

5.1.13. neither you nor any User will use the Services in any manner or for any purpose other than as expressly permitted by this Agreement; and

5.1.14. you shall provide the information PADO reasonably requests to identify you — legal name, jurisdiction of organization, principal place of business, intended end use and, where applicable, beneficial ownership — and you consent to PADO and any applicable Supplier screening you and your Users against restricted-party lists before provisioning and periodically thereafter.

6. ACCOUNT, ACCESS AND MANAGEMENT

6.1. To access the Services you must create a Customer Account associated with a valid e-mail address, complete the identification requirements in Section 5.1.14, and accept any Supplier Terms required under Section 2.4.

6.2. You are solely responsible for all activity under the Customer Account, whether by you, your employees, representatives, agents or any third party under your control or using your credentials, and shall notify PADO immediately of any suspected or confirmed unauthorized access. You are solely responsible for identifying and authenticating all Users, approving their access, and controlling unauthorized use. You shall periodically review your list of Users, remove access from anyone who should not have it, implement strong access management controls, and force credential rotation when needed. PADO is not responsible for harm caused by Users, including individuals who gained access because credentials or accounts were not terminated on a timely basis.

6.3. You are responsible for properly configuring and using the Services in accordance with the Documentation, and for maintaining appropriate security measures in addition to those taken by PADO and the applicable Supplier.

6.4. You are responsible for assigning and managing the roles of Authorized Users, maintaining an up-to-date list, and promptly revoking rights no longer required.

6.5. You access the Platform via your own internet connection and are solely responsible for arranging it. PADO excludes all responsibility and warranties for transmission or receipt of data over your connection, and does not provide telecommunications or internet access services.

6.6. You may order, configure and manage the Services via the Console, a command-line interface, or the APIs of the Services.

6.7. If you authorize a third party to manage the Services on your behalf, you shall ensure that the third party accepts this Agreement and the applicable Supplier Terms. All acts and omissions of such third parties are attributed to you as if they were your own.

6.8. Separation between customers. Each PADO customer is provisioned in its own separate tenant on the applicable Supplier’s platform. Your workloads, Customer Data, storage and network resources reside within your own tenant. The credentials issued to you are scoped to your tenant alone, and no credential, key or service account is shared between PADO customers. Another PADO customer cannot list, view, access or reach your virtual machines, storage or network resources, whether through the Supplier’s console, its APIs or the network fabric, and storage is separate for each customer with its own access policy. PADO holds administrative access to your tenant and uses it only to operate the Services, to respond to a security or availability issue, or where required by law or by the Supplier. The separation described in this Section is implemented using the tenancy and access-control features the Supplier’s platform provides. PADO does not independently audit or verify the Supplier’s implementation of those features, and gives no representation as to the security of the Supplier Infrastructure beyond what is stated in Section 12.5 and the Supplier Schedule.

6.9. Interruption caused by others. A Supplier may suspend, restrict or withdraw capacity in respect of PADO’s commercial account with it, or in respect of the arrangement under which PADO procures capacity, including as a result of the conduct of another PADO customer. Any such action may interrupt your access even though your tenant is separate. PADO is not liable for any interruption caused by the act or omission of another customer or by a Supplier’s action against PADO’s account or arrangement.

6.10. Support access. Where you request support that requires investigation of your environment, you approve access by PADO and, where necessary, by the applicable Supplier’s support personnel to your Customer Account, Customer Data, logs and metrics, to the extent necessary to diagnose and resolve the issue.

7. QUOTAS, LIMITS, CAPS AND SUSPENSION

7.1. PADO may establish, impose, adjust, raise, lower and remove Quotas, Limits, Billing Thresholds and spending caps applicable to the Customer Account, including in response to non-payment, risk to PADO’s account with a Supplier, or constraints imposed by a Supplier. These may vary between categories of customer.

7.2. On reaching a spending cap, or on exhaustion of your prepaid balance, PADO may pause the Services, block the creation of new resources, and suspend or terminate running workloads, in each case without notice and without liability for any resulting loss of your work in progress or data. Charges accrued before that remain payable.

7.3. Suspension. In addition to its rights under applicable law, PADO may suspend or limit your access to the Services where:

1. you fail to comply with the Acceptable Use Policy or any Supplier acceptable use policy;
2. you breach any warranty, representation or undertaking;
3. payment is delayed, or your prepaid balance is exhausted;
4. a force majeure event occurs;
5. PADO is obliged to do so by law, governmental regulation, court order, subpoena, warrant, regulatory or agency request, or other valid legal authority or process;
6. PADO suspects that the Customer Account is fraudulent;
7. a Supplier suspends, limits, restricts or withdraws capacity in respect of you or PADO, or directs or requires PADO to suspend you;
8. your acts or omissions create a risk to PADO’s account with a Supplier, to the Supplier Infrastructure, or to another PADO customer;
9. PADO receives an allegation, complaint, claim or demand from a third party that your Content infringes its rights or applicable law, or your Content threatens the normal operation of the Platform;
10. PADO or a Supplier has reasonable grounds to believe that you or your directors, officers, employees or affiliates are in violation of sanctions or are, or are likely to become, a sanctions target; or
11. you fail to provide information requested under Section 10.2.4 within three (3) calendar days.

Where PADO has a reasonable doubt that any of the above may exist, it may suspend or limit access for a reasonable period while it investigates. Where the ground is (g) or (h), PADO may suspend immediately and without notice.

8. SERVICE RATES

8.1. Unless specific Service Rates are agreed in an Order Form, the applicable Service Rates are those published in the Console. A Service Rate unit not fully used will be charged as a complete unit unless the terms for a specific Service state otherwise. Service Rates exclude taxes.

8.2. You are solely responsible for the payment of all applicable taxes, fees and duties (“Taxes”) associated with the Services. Each Party is responsible for identifying and paying Taxes imposed on it. Where PADO is legally obliged to collect or pay Taxes, they will be invoiced to you.

8.3. You shall provide any information PADO reasonably requires to determine whether it must collect Taxes, including tax identification information. You are liable to pay or reimburse PADO for any taxes, interest, penalties or fines arising from misdeclaration or misinformation you provide.

8.4. Fees payable to PADO are exclusive of Taxes and are payable free and clear of any deduction or withholding. If a deduction or withholding is required, you will pay such additional amount as is necessary to ensure PADO receives the amount otherwise due.

8.5. You represent that you are acquainted with and agree to the Service Rates in effect. PADO may change the Service Rates on notice under Section 19. Updated Service Rates take effect from the date specified, and in any event no earlier than the start of the next Reporting Period.

8.6. PADO may at its discretion provide discounts, Grants or promotional pricing.

9. PAYMENT

9.1. Advance payment. To obtain access to the Services after creating the Customer Account, you shall make an advance payment in the amount indicated in the Console. That amount is set off against amounts payable for the Services. If you do not make the advance payment, access will not be granted.

9.2. Nature of the prepaid balance. The prepaid balance is a deposit made by you to PADO against amounts you owe PADO under this Agreement. It is not a segregated or trust fund, PADO is not required to hold it separately from its other funds, and the relationship between PADO and you in respect of it is that of debtor and creditor and not that of trustee or fiduciary. PADO may apply the prepaid balance to any amount due from you.

9.3. You shall pay the Service Fees based on your usage and the Service Rates. You may access the Services unless you have reached the Billing Threshold, which may be granted at PADO’s discretion after the first Reporting Period.

9.4. PADO will provide an invoice no later than ten (10) business days after the end of each Reporting Period, based on the Services used. Statistics are available in the Console. If PADO suspects the Customer Account is fraudulent or at risk of non-payment, or the Billing Threshold is reached, PADO may bill more frequently.

9.5. Objections. If you do not provide written objections to an invoice within ten (10) calendar days of the invoice date, you waive all claims relating to the Statistics and the Service Fees for that Reporting Period. An objection must identify the invoice and the specific line items disputed, state the amount in dispute and set out the basis in reasonable detail. A dispute does not relieve you of the obligation to pay undisputed amounts when due.

9.6. You shall pay Arrears within ten (10) calendar days of the invoice date at the latest.

9.7. Payment authorization. You authorize PADO to charge the Payment Method associated with the Customer Account for all fees and charges due. You shall ensure a valid and sufficient Payment Method remains on file at all times. On a failed transaction PADO may retry the charge or require an alternative method. Failure to maintain a valid Payment Method may result in suspension or termination.

9.8. Late charges. Late payments accrue interest at 1.5% per month, or the highest rate permitted by law if lower, from the due date until paid in full. You are responsible for all reasonable expenses, including attorneys’ fees, incurred by PADO in collecting outstanding amounts. PADO may suspend access for late payment and may cancel any discount or promotional pricing.

9.9. Statistics are the controlling record. PADO’s Statistics are the sole and controlling basis for computing all charges. Any usage data, dashboard, meter, console or statement made available by a Supplier is maintained for that Supplier’s own purposes, may differ from the Statistics, and does not govern the charges payable by you. Absent manifest error demonstrated by you under Section 9.5, the Statistics are conclusive.

10. PADO’S OBLIGATIONS AND RIGHTS

10.1. PADO shall, and its obligations under this Agreement are limited to the following:

10.1.1. create and administer the Customer Account, issue access credentials scoped to you, and revoke them on termination;

10.1.2. meter your usage, apply the Service Rates, invoice you, and settle the corresponding charges on PADO’s own account with the applicable Supplier;

10.1.3. make available technical support on a commercially reasonable efforts basis during PADO’s business hours, without commitment as to response or resolution times;

10.1.4. use the Customer Data solely for the purposes of this Agreement;

10.1.5. identify the applicable Supplier in the Console and make the applicable Supplier Terms available to you; and

10.1.6. pass on to you notices PADO receives from a Supplier that affect you, when PADO receives them.

PADO does not own, operate or control the Supplier Infrastructure and gives no undertaking as to its availability, uptime, throughput, capacity, performance, data durability or security.

10.2. PADO may:

10.2.1. set and change Limits, Quotas, Billing Thresholds and caps;

10.2.2. scan publicly available resources of the Platform to verify compliance with safety and legal requirements and to detect prohibited Content. Customer Data will not be harmed or deleted in the process unless it breaches this Agreement or the Acceptable Use Policy;

10.2.3. take preventive maintenance measures that result in temporary interruption, with prior notice where practicable, and pass through maintenance carried out by a Supplier;

10.2.4. request additional information or documents confirming the reliability of the details you provided, and suspend access if you do not provide them within three (3) calendar days;

10.2.5. engage third parties to provide the Services. PADO remains responsible for the acts and omissions of any such party it engages, except for Suppliers and any other provider of the underlying infrastructure, for which PADO’s responsibility is as set out in Sections 2.2, 10.1 and 11;

10.2.6. limit or block access to Customer Data, or suspend your access, on any ground in Section 7.3; and

10.2.7. refuse to transfer resources to another contract while there are Arrears on the Customer Account.

10.3. Supplier rights. Each Supplier holds rights equivalent to those in Section 10.2 in respect of the account through which the Services are provisioned, and may exercise them in a manner that affects you. PADO will pass on notice of any such exercise when it receives it.

11. SERVICE LEVELS AND REMEDIES

11.1. No independent service level. PADO does not own or operate the Supplier Infrastructure and gives no independent service level, uptime commitment, availability target or performance guarantee of any kind. For the avoidance of doubt, your acceptance of the Supplier Terms under Section 2.4 establishes compliance obligations between you and the Supplier but does not make you the Supplier’s customer of record for the Services and does not give you a direct service level claim against the Supplier. PADO is the Supplier’s customer of record and the service level runs to PADO, as described in the Supplier Schedule.

11.2. Pass-through. The service level applicable to the Services, if any, is the service level PADO holds from the applicable Supplier in respect of PADO’s account, as identified in the Supplier Schedule. Your sole and exclusive remedy for any failure to meet it is whatever remedy PADO actually recovers from that Supplier in respect of your affected usage, prorated as applicable and delivered in the same form in which PADO recovers it.

11.3. Claims. To pursue a pass-through remedy you must submit a written claim within ten (10) calendar days of the end of the Reporting Period in which the failure occurred, or within any shorter period the applicable Supplier imposes, identifying the affected Services, the service level alleged to have been missed and the basis for the claim. A remedy is available only where the failure is substantiated under, and qualifies for a remedy under, the applicable Supplier terms. The most restrictive timing, notice, exclusion and substantiation requirements imposed by the Supplier apply to your claim, and you acknowledge that these may be shorter or more restrictive than you would otherwise expect.

11.4. Floor remedy. Where no remedy is recoverable from the Supplier and Services for which you have been charged were materially unusable for a continuous period, PADO will credit to the Customer Account the Service Fees metered for the affected resources for that period. This credit is your sole and exclusive remedy in those circumstances.

11.5. All compensation for underperformance or non-compliance of the Services is determined solely by Sections 11.2 to 11.4 as the sole remedy, and other statutory claims, including damages and step-in rights, are excluded to the maximum extent permitted by applicable law.

11.6. Backups. The Services are not a backup or archive service. You are solely responsible for maintaining your own backups of the Customer Data and assume all risk of loss of data.

12. DATA PROTECTION

12.1. You are responsible for ensuring that a lawful basis for processing exists and for obtaining any permission or approval required for PADO’s and the applicable Supplier’s processing of Personal Data as part of the Services.

12.2. Roles. In respect of Personal Data contained in the Customer Data, PADO acts as a processor on your behalf and the applicable Supplier acts as a sub-processor. You remain solely responsible for ensuring that any Personal Data provided or uploaded to the Services has been collected, processed and transferred in compliance with Applicable Data Protection Laws.

12.3. Instructions and scope. PADO processes Personal Data contained in the Customer Data only to provide the Services and on your documented instructions, which are given by your use of the Services and by this Agreement. PADO will not sell such Personal Data or use it for its own purposes.

12.4. Sub-processors. The Supplier for your Services is a sub-processor. The current list of sub-processors is published in the Console. PADO will give notice in the Console before adding or replacing a sub-processor, and you may object by terminating under Section 19.3.

12.5. Security. PADO maintains reasonable and appropriate administrative, technical and physical safeguards for its own systems and for its administration of the Supplier account, including access controls limiting access to authorized personnel with a legitimate business need, credential management, logging, and incident response. PADO does not hold any security certification or audit report, does not certify compliance with any security framework or standard, and makes no representation about the security of the Supplier Infrastructure. Any security standard or certification maintained by a Supplier is as stated in the Supplier Schedule, applies at the infrastructure level, and does not extend to your workloads, configurations or data-handling practices.

12.6. Security incidents. PADO will notify you without undue delay after becoming aware of a security incident affecting your Personal Data, and will provide the information reasonably available to it. Where PADO receives a notification from a Supplier that relates to you, PADO will relay it to you promptly.

12.7. Data subject requests. If PADO receives a request from a data subject relating to Customer Data, PADO will forward it to you. You are solely responsible for responding.

12.8. Prohibited data. You shall not use the Services in connection with Protected Health Information or electronic Protected Health Information as defined under HIPAA, or with any other category of data prohibited under Section 5.1.6 or the Supplier Schedule.

12.9. Location. Your Customer Data resides in the region identified in the Supplier Schedule. PADO will not move your Customer Data to a different country or region without your consent.

12.10. Deletion and export. You may export the Customer Data at any time during the term. Deletion following suspension or termination is governed by Section 18.

12.11. Account information. PADO acts as an independent controller in respect of Personal Data processed for account sign-up, billing and support, as described in the Privacy Notice in Part C. Each Supplier likewise acts as an independent controller in respect of equivalent data it processes, under its own privacy policy identified in the Supplier Schedule.

12.12. You shall indemnify, defend and hold harmless PADO, each applicable Supplier and their respective representatives from and against any third-party claim, damage, loss, liability, cost or expense, including reasonable attorneys’ fees, arising out of or related to any alleged infringement of Applicable Data Protection Laws by you or any party acting on your behalf.

13. CONFIDENTIALITY

13.1. “Confidential Information” means any information of the disclosing Party, including scientific, technical, technological, production, financial, economic or other information, information on information security, identification, authentication and authorization tools, software and hardware and their principles of operation, source code, statistics, and information on customers, products, services or research findings. PADO’s Confidential Information expressly includes the Service Rates, the terms on which PADO procures capacity from any Supplier, and the contents of any Order Form and Supplier Schedule. Your Confidential Information expressly includes the Customer Data, and your models, model weights and Outputs.

13.2. The receiving Party shall maintain the confidentiality of the disclosing Party’s Confidential Information, shall not disclose or transfer it to any third party except as permitted here, by applicable law or as agreed in writing, and shall not use it for purposes contrary to this Agreement. The receiving Party shall use no lower degree of care than it uses for its own information of like sensitivity, and in no event less than reasonable care, and on discovery of any unauthorized disclosure shall use best endeavours to prevent further disclosure or use.

13.3. These obligations do not apply to information that is in the public domain at the time of disclosure or later enters the public domain through no fault of the receiving Party, was already known to the receiving Party free of obligation, is received from a third party free of obligation, or is independently developed without reference to the Confidential Information.

13.4. The Parties acknowledge that unauthorized disclosure may cause injury for which there may be no adequate remedy at law, and that the disclosing Party may seek immediate injunctive and other equitable relief in addition to any other remedy. The receiving Party shall notify the disclosing Party immediately if it believes any person with access has violated or intends to violate these terms.

13.5. These obligations bind the Parties for three (3) years from the date of disclosure and survive termination. On expiry of that term the receiving Party shall, on written request, promptly deliver, return or destroy all Confidential Information at the disclosing Party’s election.

13.6. The following disclosures are not a breach: (a) disclosure required by applicable law or by regulatory, legal or administrative process or an order of a court or governmental authority, to the minimum extent required and, where not prohibited, after notice to the disclosing Party and reasonable assistance at its expense in seeking a protective order; (b) disclosure to auditors or external consultants under equivalent confidentiality obligations; (c) disclosure to a Party’s affiliates where reasonably needed to discharge contractual obligations and under equivalent obligations; and (d) disclosure to a Supplier or to other third parties involved in providing the Services, under equivalent obligations. You acknowledge that PADO is required to provide certain information about you and your use of the Services to the applicable Supplier.

13.7. You shall not publish or communicate to third parties or the public any reference to PADO or to any Supplier, or the fact or details of the cooperation under this Agreement, without PADO’s prior written consent, except where applicable law obliges you to.

14. INTELLECTUAL PROPERTY AND FEEDBACK

14.1. PADO’s rights. PADO and its licensors retain all right, title and interest in the PADO portal, the Console, PADO’s software, methodologies and Documentation, and all intellectual property rights in them. You receive only a limited, non-exclusive, non-transferable, revocable right to access and use them during the term, solely in connection with your use of the Services. No rights are granted by implication or estoppel. The Supplier Infrastructure and the Supplier’s software remain the property of the applicable Supplier.

14.2. Your rights. You retain all right, title and interest in the Customer Data, including your models, model weights and Outputs. You grant PADO a limited, non-exclusive licence to host, process and transmit the Customer Data solely to provide the Services and to fulfil PADO’s obligations under this Agreement.

14.3. Service data. PADO may collect and process information about how you use and interact with the Services — including usage patterns, metering data and aggregate operational statistics — to operate, secure, support and improve the Services. This does not give PADO any right to use the Customer Data, your models, model weights or Outputs for any purpose other than providing the Services.

14.4. Feedback. If you provide feedback, suggestions or bug reports, PADO may use them without restriction or obligation to you. This grants PADO no rights in the Customer Data, your models, model weights or Outputs, and no licence under any patent you own.

14.5. Third-party components. The Services may include or make available third-party components and services, including applications, software, AI models, container images and links to third-party sites (“Third-Party Services”). Third-Party Services are offered by third parties under separate notices or agreements, and those terms govern your use of them. You shall comply with the terms applicable to any third-party component identified in the Supplier Schedule. Neither PADO nor any Supplier is responsible or liable for Third-Party Services or for their availability, and PADO’s indemnity, warranty and support obligations do not apply to them.

15. INDEMNIFICATION

15.1. Your indemnity. You will defend, hold harmless and indemnify PADO and each applicable Supplier, and their respective affiliates, agents, subcontractors, partners, licensors and each of their respective employees, officers and directors, from any and all losses, damage, liability, cost or expense, including attorneys’ fees, arising out of or relating to any third-party claim concerning: (a) the Customer Data and any infringement of third-party rights by you; (b) your use of the Services, including any activity under the Customer Account and use by your employees and personnel; (c) your breach of this Agreement or of any applicable Supplier Terms, or your violation of applicable law; (d) any dispute between you and your end users; or (e) any suspension, restriction, limitation or termination of PADO’s account with a Supplier, or of any other PADO customer’s access, caused by your acts or omissions.

15.2. PADO’s indemnity. PADO will defend and indemnify you against any third-party claim alleging that the PADO portal and Console infringe or misappropriate a third party’s intellectual property rights. In respect of any claim alleging that the Supplier Infrastructure infringes or misappropriates a third party’s intellectual property rights, PADO’s obligation is limited to passing through to you whatever indemnity, defence or recovery PADO actually obtains from the applicable Supplier, in the same form in which PADO obtains it. PADO gives no independent indemnity in respect of the Supplier Infrastructure.

15.3. PADO’s obligation under Section 15.2 applies only if you: (a) give PADO prompt written notice of the claim; (b) permit PADO to control the defence and settlement; and (c) reasonably cooperate. You may not agree to any settlement without PADO’s written consent.

15.4. Section 15.2 does not apply to the extent the allegation arises from: (a) your breach of this Agreement or violation of applicable law; (b) modification of the Services or the Platform by anyone other than PADO or the applicable Supplier; (c) use of the Services in combination with third-party hardware or software not authorized by PADO; (d) use of the Services for any purpose other than the intended purpose; (e) liability caused by your services, products, materials or data; or (f) any negligent act or omission by you or a third party.

16. LIMITATION OF LIABILITY

16.1. NO CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY, OR PADO’S OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS, BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, STATUTORY OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF ADVISED OF, OR AWARE OF, THE POSSIBILITY OF SUCH DAMAGES.

16.2. LIMITATION ON DIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PADO’S CUMULATIVE AGGREGATE LIABILITY TO YOU WILL NOT EXCEED THE GREATER OF (a) THE TOTAL AMOUNT RETAINED BY PADO IN RESPECT OF YOUR USAGE OF THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM — BEING THE SERVICE FEES YOU PAID TO PADO LESS THE AMOUNTS PADO PAID OR OWES TO THE APPLICABLE SUPPLIER IN RESPECT OF THAT USAGE — AND (b) ONE HUNDRED U.S. DOLLARS (US$100).

16.3. NO LIABILITY FOR THE INFRASTRUCTURE OR OTHER CUSTOMERS. PADO WILL HAVE NO LIABILITY FOR (a) ANY ACT, OMISSION, OUTAGE, DEGRADATION, SECURITY INCIDENT OR OTHER FAILURE OF A SUPPLIER OR THE SUPPLIER INFRASTRUCTURE; (b) ANY SUSPENSION, RESTRICTION OR WITHDRAWAL OF CAPACITY BY A SUPPLIER; OR (c) ANY INTERRUPTION CAUSED BY THE ACT OR OMISSION OF ANOTHER CUSTOMER. YOUR REMEDIES IN RESPECT OF ANY SUCH MATTER ARE LIMITED TO THOSE IN SECTION 11.

16.4. Section 16.2 does not apply to your payment obligations, your obligations under Section 15.1, your breach of Section 4.2(h), 4.2(i), 5.1.6 or Part B, or either Party’s fraud or wilful misconduct.

16.5. BASIS OF THE BARGAIN. YOU ACKNOWLEDGE THAT THE INDEMNITIES, WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

16.6. Any claim arising out of or relating to this Agreement must be brought within one (1) year after the cause of action accrues.

17. DISCLAIMERS

17.1. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, THE SERVICES, THE PLATFORM, THE CONTENT AND THE DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE”. EXCEPT TO THE EXTENT PROHIBITED BY LAW, PADO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND DISCLAIMS ALL WARRANTIES, INCLUDING: (I) MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; (II) THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT, DEVICE, SOFTWARE OR MATERIALS; OR (III) THAT ANY CUSTOMER DATA WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.

17.2. PADO is not responsible and cannot be held liable for claims relating to remote access to the Services, the quality of operation of telecommunications networks, traffic exchange policies of telecom operators, the operation of your equipment or software, connectivity issues, or circumstances beyond PADO’s control.

18. TERM AND TERMINATION

18.1. This Agreement takes effect when you accept it and continues for an indefinite period until terminated.

18.2. By you. You may terminate for convenience on ten (10) calendar days’ written notice, subject to surviving provisions and required payments.

18.3. By PADO for cause. PADO may terminate for cause, with the Services immediately disabled, without notice and with no expenses or damages reimbursed, if: (a) you repeatedly, meaning more than twice, violate any payment term; (b) you fail to remedy the breach that caused a suspension and the suspension has lasted more than seven (7) calendar days; (c) you fail to comply with Part B or any Supplier acceptable use policy, causing a violation of third-party rights or applicable law; (d) you fail to comply with Section 22.4; (e) you breach any warranty, representation or undertaking; (f) you become insolvent or file for bankruptcy; (g) you or your directors, officers, employees or affiliates become the subject of any sanctions; or (h) it is necessary for PADO to comply with applicable law or a governmental request.

18.4. By PADO for convenience. PADO may terminate without cause on fifteen (15) calendar days’ prior written notice.

18.5. Supplier failure. PADO may terminate immediately, with the Services disabled and with no expenses or damages reimbursed other than the refund in Section 18.6, if the agreement between PADO and a Supplier expires or terminates, if a Supplier suspends, restricts or withdraws capacity, or if a Supplier’s relationship with PADO changes in a way that requires PADO to change how it provides the Services and PADO cannot provide the Services through an alternative Supplier. PADO will give you as much notice as it receives.

18.6. Refund. If there are unused funds on the Customer Account, PADO will return them within forty-five (45) calendar days after termination, on your written application. PADO may withhold Service Fees payable by you and any losses PADO incurred as a result of your failure to perform. Grants and promotional credits are not refundable.

18.7. Data after suspension. Following suspension, PADO will retain the Customer Data for thirty (30) calendar days from the date access is suspended. PADO may then mark the Customer Data as deleted and delete it, together with the associated resources, within seventy-two (72) hours, if you have not remedied the violation that caused the suspension. Storage of Content during a period of suspension is chargeable at the applicable Service Rates.

18.8. Data after termination. On termination, the Customer Data and associated resources are deleted within seventy-two (72) hours unless applicable law requires otherwise. You are solely responsible for exporting the Customer Data before termination takes effect. PADO may delete the Customer Data earlier where a Supplier deletes it or where PADO terminates for cause.

18.9. Termination does not affect payment obligations accrued before it takes effect, nor payments made before it.

18.10. Sections 4, 5, 8, 9, 11.6, 12, 13, 14, 15, 16, 17, 18.6 to 18.10, 21 and 22 survive termination.

19. CHANGES

19.1. PADO may change this Agreement, the Services, the Service Rates, the Acceptable Use Policy, the Privacy Notice and the Supplier Schedule, including where necessary to reflect a change made by a Supplier or required by law. Where an Order Form conflicts with a change, the Order Form prevails.

19.2. PADO will give you at least seven (7) calendar days’ notice before a material change takes effect, except that: (a) changes applying to new technical functionality or new Services may be made without notice and take effect on posting; and (b) where PADO must implement a change on shorter notice to match a Supplier or comply with law, PADO will give as much notice as it reasonably can.

19.3. If you do not agree with a change, you may terminate this Agreement by written notice within seven (7) calendar days after the change takes effect, and PADO will refund unused purchased funds under Section 18.6. After seven calendar days without notice, you are deemed to have accepted the change.

19.4. Suppliers may change their Supplier Terms. Those changes take effect according to their own terms and are outside PADO’s control.

20. NOTICES

20.1. PADO may send notices, messages and documents to you by e-mail or by posting them in the Console. Notices posted in the Console are effective on posting; notices sent by e-mail are effective when sent. It is your responsibility to keep your e-mail address current, and you are deemed to have received any e-mail sent to the address then associated with the Customer Account.

20.2. You may send notices to PADO at legal@pado.co or via the Console. Legal notices must be in writing and signed by your authorized representative.

20.3. The Parties confirm that documents exchanged in the ways described above have evidential significance and full legal force.

21. GOVERNING LAW AND DISPUTES

21.1. This Agreement is governed by and construed in accordance with the laws of the State of Delaware, exclusive of conflict or choice of law rules, unless otherwise agreed in writing in an Order Form.

21.2. Any dispute, claim or controversy arising out of or relating to this Agreement or its breach, termination, enforcement, interpretation or validity, including the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Wilmington, Delaware before one arbitrator, administered by JAMS under its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules, with any hearing conducted online by video conference. Judgment on the award may be entered in any court of competent jurisdiction. The Parties shall maintain the confidentiality of the proceeding and the award, except as necessary to conduct the arbitration, in connection with a court application for a preliminary remedy or a challenge to or enforcement of an award, or as required by law. The arbitrator shall award the prevailing Party its reasonably incurred costs and attorneys’ fees, and where a Party prevails on some but not all claims may award an appropriate percentage. The arbitrator shall not have power to award punitive damages.

21.3. YOU IRREVOCABLY WAIVE ANY RIGHT TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIM ARISING OUT OF, RELATING TO OR CONNECTED WITH THIS AGREEMENT MUST BE ASSERTED INDIVIDUALLY.

21.4. Nothing in this Section prevents either Party from seeking injunctive or other equitable relief in a court of competent jurisdiction in respect of a breach or threatened breach of Section 13.

22. MISCELLANEOUS

22.1. No agency. This Agreement creates no agency, partnership, joint venture, employment or other relationship not expressly stated. PADO is an independent contractor in relation to each Supplier, is not any Supplier’s agent, and has no authority to bind or make representations on behalf of any Supplier.

22.2. Assignment. You may not assign any part of this Agreement without PADO’s prior written consent. PADO may assign, transfer or delegate its rights, duties or obligations to another entity on at least ten (10) calendar days’ written notice; such assignment does not relieve PADO of its obligations, and the assignee assumes all rights, duties and obligations of PADO.

22.3. Publicity. You authorize PADO to use your name, logo, trademark, trade name and the name of your software product or website for informational, advertising and marketing purposes, including in customer lists, promotional materials, presentations, case studies and on PADO’s website. No additional consent is required. You may withdraw this authorization at any time by written notice to PADO.

22.4. Anti-corruption. The Parties adhere to applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010, and confirm that they have adopted a policy of zero tolerance to bribery and corruption, including a total ban on facilitation payments. Neither Party, nor their affiliates, employees, intermediaries or representatives involved in performance of this Agreement, shall accept, pay, offer to pay, allow or authorize the payment or acceptance of any funds or transfer of any benefit, directly or indirectly, to or from any person for the purpose of influencing any action or decision with the intention of obtaining an improper advantage. This clause constitutes the Parties’ representations. Either Party may withdraw from this Agreement if the other violates it, and shall notify the other immediately in writing if it suspects a violation.

22.5. Trade compliance. You shall comply with all applicable export, re-export, transfer, import, trade and economic sanctions laws and regulations, including the Export Administration Regulations and OFAC sanctions regulations (“Trade Laws”). You acknowledge that certain information, products or technologies may require a licence or other governmental approval for export or re-export, and you will notify PADO in advance of any project, technology or information that may require authorization or special handling. Neither PADO nor any Supplier pre-screens the Customer Data for adherence to Trade Laws. You are responsible for that adherence, and PADO and each Supplier will materially rely on your notifications regarding the control status of the Customer Data. You shall not use the Services to circumvent Trade Laws, in any manner that could reasonably be expected to trigger a licence requirement, prohibition or restriction, or for any weapons of mass destruction, military-intelligence or other prohibited end use. On written request, both Parties will provide reasonable assistance to support compliance.

22.6. Audit and telemetry for trade compliance. You consent to PADO and any applicable Supplier collecting, and where required disclosing to a competent governmental authority, such data and telemetry as is strictly necessary for export control and sanctions compliance, including compute job metadata, region and access data, and audit logs. You shall cooperate fully and promptly with PADO and any Supplier in responding to any governmental request relating to your use of the Services.

22.7. Force majeure. Each Party is released from liability for partial or full failure to discharge its obligations where caused by force majeure, including acts of God; natural or industrial disaster; epidemic or pandemic; act of terrorism; hostilities; civil unrest; governmental acts prohibiting or restricting the Parties’ activities; fire, flood or earthquake; warfare; interruption or failure of telecommunications networks or facilities, including the internet or either Party’s supply chain, or of a utility service including electricity; mandatory compliance with law; any act or omission of a Supplier; or other circumstances beyond the Parties’ reasonable control. A force majeure event does not excuse your obligation to pay amounts due or PADO’s obligation to refund unused funds under Section 18.6. Each Party shall notify the other of a force majeure event and its likely effect. If a force majeure event or its consequences last one (1) month or more, either Party may terminate for convenience.

22.8. Party details. If a Party changes its name, legal status, address or settlement details, or makes any other change that may affect performance, it shall notify the other within five (5) calendar days.

22.9. Severability, waiver, counterparts. If any provision is invalid, void, illegal or unenforceable, the remainder stays in effect. Neither Party is treated as having waived a right by not exercising, or delaying the exercise of, that right. This Agreement may be executed in counterparts, each of equal legal force.

22.10. Entire agreement; conflicts. This Agreement, including Parts B, C and D and any Order Form, is the entire agreement between the Parties on its subject matter and supersedes all prior representations and understandings. Where Part A conflicts with Part B, C or D, Part A prevails, subject to Section 2.6. If PADO provides this Agreement in more than one language and there is a discrepancy, the English text governs.

22.11. Third parties. Except for each Supplier’s rights under Sections 2.4, 12.12, 13.6(d) and 15.1, this Agreement creates no rights in any third party.

PART B — ACCEPTABLE USE POLICY

This Acceptable Use Policy applies to your use of the Services and to all Content you place on the Platform. It applies in addition to, and does not replace, any acceptable use policy of the applicable Supplier. PADO may suspend access and remove or block Content immediately and without prior notice for any violation.

B1. Illegal, harmful or fraudulent activity. You shall not use the Services for any activity that is illegal or that violates the rights of PADO, any Supplier or any third party. This includes disseminating child sexual abuse material or other illegal pornography; content depicting bestiality or non-consensual sexual acts; offering fraudulent goods, services, schemes or promotions; operating Ponzi or pyramid schemes; phishing or pharming; and interfering with any other user’s access to the Services.

B2. Intellectual property. You shall not place on the Platform any Content that infringes or misappropriates the intellectual property or proprietary rights of a third party.

B3. Objectionable content. You shall not place on the Platform Content that is defamatory, obscene, abusive, invasive of privacy, that promotes hatred or racial, ethnic, sexual, religious or social discrimination, or that is otherwise objectionable.

B4. Malicious code. You shall not create, distribute or enable malware, spyware, adware, viruses, Trojan horses, worms, time bombs, cancelbots or other malicious programs.

B5. Falsification and impersonation. You shall not impersonate any person or entity, including PADO or Supplier personnel, or use unlawful means of representing another person, or provide false identification details including names, addresses, contact information or credentials.

B6. Spam and unsolicited messaging. You shall not send unsolicited content without the addressee’s consent; post advertisements on third-party resources without permission; subscribe addresses to mailing lists without prior confirmation; fail to provide an unsubscribe mechanism or otherwise violate the CAN-SPAM Act or equivalent law; send to recipients who have declined communication; advertise restricted or prohibited materials; or distribute email lists, pyramid schemes or chain letters.

B7. Cryptocurrency mining. You shall not use the Services or any Platform resource for the mining or creation of cryptocurrency or any comparable activity.

B8. Network attack and abuse. You shall not attempt to interfere with, disrupt or attack any service or network, including through denial-of-service attacks, flooding, or bot-generated traffic; scan internet hosts without permission; take any action that disrupts the operation of the Platform; or access third-party data without authorization.

B9. Hacking and reverse engineering. You shall not mask or facilitate hacking attempts, or attempt to reverse engineer, decompile, disassemble or decipher the Services, the Platform or any related technology.

B10. Circumvention of metering. You shall not disable, distort or otherwise circumvent any billing, metering or accounting mechanism.

B11. Resale. You shall not resell or sublicense the Services or operate a service bureau.

B12. Legal compliance. Your use of the Services must comply with all applicable law, including law relating to conduct, content, privacy, data protection, financial services, consumer protection, competition and advertising, and with international trade law, export controls and economic sanctions.

B13. Prohibited AI practices. You shall not develop, deploy or use any AI system for a practice prohibited by Regulation (EU) 2024/1689 (the EU AI Act) — including manipulative or exploitative techniques, social scoring, untargeted scraping of facial images to build recognition databases, emotion inference in workplaces or educational institutions, biometric categorisation to infer protected characteristics, and real-time remote biometric identification in publicly accessible spaces for law enforcement — or by any equivalent law of another jurisdiction. PADO makes no determination of your role under the EU AI Act; classifying your own activity is your responsibility.

B14. Technical and operational requirements. You shall observe the technical and operational requirements set out in the Documentation and in the Supplier Schedule, including any requirement as to how operating systems may be launched, and any restriction on access to particular network resources. PADO or a Supplier may limit access to certain network resources and may require a request before granting access to them.

B15. Investigation. You acknowledge that PADO and any applicable Supplier may investigate suspected violations, including by examining Content and, where a Supplier’s terms permit it, by capturing memory or disk state of the affected resources.

PART C — PRIVACY NOTICE

This Privacy Notice describes how PADO handles Personal Data for which it acts as an independent controller — principally the business contact and account information of the individuals who register for and administer a Customer Account. It does not describe PADO’s handling of Personal Data contained in the Customer Data, for which PADO acts as a processor under Section 12.

C1. What we collect. Information you provide: name, business e-mail address, job title, organization name, business address, and payment details. Information we collect automatically when you use the Services: IP address, device and browser metadata, authentication and access logs, and usage and performance telemetry. Information we collect for compliance: the identification and beneficial-ownership information described in Section 5.1.14, and the results of restricted-party screening.

C2. Why we use it, and on what basis. To perform our contract with you — creating and administering the Customer Account, provisioning the Services, metering, billing and collecting payment, and providing support. To comply with legal obligations — know-your-customer and sanctions screening, export control and trade compliance, tax and accounting, and responding to lawful requests from authorities. For our legitimate interests — securing the Services, detecting and preventing fraud and abuse, analysing usage to operate and improve the Services, and managing our relationship with you. With your consent — marketing communications, which you may withdraw at any time.

C3. Who we share it with. The Supplier providing the infrastructure for your Services, for account administration, provisioning, billing, support, security monitoring, incident response and compliance, as identified in the Supplier Schedule and under that Supplier’s own privacy policy. Our service providers, including payment processors, hosting, support and analytics providers, under contract and only for the purposes we specify. Professional advisers, auditors and insurers. Governmental and regulatory authorities where required by law or where necessary for trade compliance. A successor entity in connection with a merger, acquisition or sale of assets. We do not sell Personal Data.

C4. International transfers. Personal Data may be transferred to and processed in countries other than the one in which you are located, including the United States. Where we transfer Personal Data out of the European Economic Area or the United Kingdom, we rely on an adequacy decision or on Standard Contractual Clauses, together with technical and organizational safeguards including encryption in transit and access restriction.

C5. Retention. We retain Personal Data only for as long as necessary for the purposes described here, and thereafter as required by law. Account and billing records are retained for the period required by applicable tax and accounting law. Identification documents collected for compliance are retained for no longer than eighteen (18) months except where a longer period is legally required. Access and security logs are retained for the period stated in the Documentation.

C6. Your rights. Depending on where you are located, you may have the right to access, correct, delete or receive a portable copy of your Personal Data, to restrict or object to processing, to withdraw consent, and to lodge a complaint with a supervisory authority. Residents of California and certain other U.S. states have additional rights and may submit a verifiable request. Contact us at privacy@pado.co. We will respond within thirty (30) days, and may need to verify your identity first.

C7. Cookies. The Console uses cookies and similar technologies necessary to operate the service and, where you consent, for analytics. You may manage your preferences in the Console.

C8. Changes. We may update this Privacy Notice under Section 19.

PART D — SUPPLIER SCHEDULE

This Schedule identifies the Supplier applicable to your Services and the terms specific to that Supplier, and forms part of this Agreement. The Supplier Schedule current at the Effective Date is set out below. PADO may publish an updated Supplier Schedule in the Console, including on adding or changing a Supplier, in which case the published version replaces the version below with effect from notice given under Section 19.

D1. Supplier Schedule — Schedule 1

PADO AI Orchestration, Inc. · 23465 Civic Center Way, Building 9, Malibu, CA 90265 · PADO Services Agreement, version 1.0, effective 9 September 2026

Acceptance of this Agreement is recorded at account creation, including the identity of the accepting person, the date and time, and the version accepted.