1. Eligibility, agreement and mandatory rightsYou must be at least 18 and legally capable of entering this agreement. An individual accepting for an organization represents that they have authority to bind it. The organization, rather than that individual merely acting as its authorized representative, is the Customer. A Business Customer uses the Services for business or professional purposes; a Consumer uses them for personal purposes and benefits from applicable consumer law. Actual circumstances determine that status.The order details accepted before deployment form part of this agreement. A separately signed agreement overrides conflicting provisions of these Terms only to the extent it expressly addresses them. An applicable data processing agreement (DPA) controls conflicts concerning processing of Customer personal information. Your purchase-order boilerplate does not modify this agreement without our written acceptance. The Privacy Policy explains our information practices; accepting these Terms is not blanket consent to optional processing.Mandatory law prevails throughout. In particular, the Business Customer indemnity and contractual liability restrictions below do not apply to Québec Consumers. No provision removes a non-waivable warranty, refund, cancellation, chargeback, privacy, language or court remedy. Where required by Québec law, the French version and related documents are provided before an express choice to contract in English; a browser-language setting alone is not that choice.
2. Service scope and third-party infrastructureWe provide our Qritical platform using underlying GPU infrastructure supplied through Targon, operated by Manifold Labs, Inc., and associated suppliers. You select configurations, images, models and available locations. Dedicated GPU allocation does not mean a dedicated physical server, network or facility unless the accepted order expressly says so. Hardware descriptions identify the purchased configuration, not a guarantee of application compatibility, throughput, training results or profitability.Capacity, drivers, images and third-party services may change or become unavailable. No uptime percentage, recovery objective, support response time or service credit applies unless expressly agreed in writing. We may maintain, repair or replace infrastructure and make reasonable changes to the Services, subject to your accepted order and section 16. We remain responsible for obligations that applicable law places on us despite using suppliers.You operate your workloads. Unless expressly purchased, the Services do not include application administration, cybersecurity supervision, disaster recovery, legal compliance advice or recovery of deleted resources. Preview or experimental features may be unstable, change or end; do not use them as the only environment for critical work.
3. Accounts, teams and shared security responsibilitiesProvide accurate contact and billing information and keep it current. Protect passwords, API keys, connection tokens and authentication factors. Do not share individual logins. Notify support promptly of suspected compromise and revoke affected credentials. Follow the authentication controls required by the platform.You authorize your designated team administrators to manage members, access and resources within their permissions. You are responsible for authorized users and their charges and for unauthorized use attributable to your failure to meet these security obligations. This does not transfer to you responsibility for our own breach or liability imposed on us by law. Removing a member or changing a password does not necessarily terminate resources that member created.We manage security of the platform components under our control. You manage the software, dependencies, patches, access controls, public endpoints, secrets, encryption settings and lawful content of your workloads. Do not expose an unauthenticated notebook, terminal, database or model endpoint. Keep independent backups and review permissions before connecting data sources or third-party tools.
4. Acceptable use and restricted workloadsYou must have all rights, permissions and lawful grounds required for your content and use. You may not use the Services for unlawful activity, infringement, privacy violations, fraud, impersonation, phishing, unsolicited bulk communications, malware distribution, unauthorized access or scanning, denial-of-service attacks, credential theft, evasion of security controls, or interference with other users or infrastructure. Authorized security testing requires our advance written approval when it affects our or our suppliers' systems.You may not create, store or distribute child sexual exploitation material, unlawful non-consensual intimate imagery, unlawful threats, or content facilitating terrorism or unlawful violence. Cryptocurrency mining, circumvention of quotas or billing, exploitation of pricing errors, promotional-credit abuse and resale of raw compute without our written agreement are prohibited. Hosting your own lawful application for its end users is permitted unless it is effectively unauthorized resale of raw compute.Comply with applicable sanctions, export controls and end-use restrictions. Do not conceal identity or location to bypass eligibility controls or provide access to a person or use prohibited by applicable law. We may request reasonably necessary compliance information and decline a deployment where we cannot lawfully supply it.Do not use the Services as a safety-critical control system where failure could foreseeably cause death, physical injury or severe environmental damage. Do not upload payment-card authentication data, classified information, or data requiring a specific certification, contractual safeguard, residency commitment or regulated hosting arrangement unless that requirement is satisfied and we have expressly agreed in writing. No HIPAA business associate agreement or other specialized compliance commitment is implied. Ordinary personal information is subject to the Privacy Policy, any required DPA and applicable law.For Targon-backed workloads, you must not submit sensitive personal data, financial information, medical information, defamatory content, or obscene or pornographic content. These additional restrictions apply unless we expressly confirm in writing that a different supplier agreement permits the specific use and all applicable legal requirements have been met. Review connected folders before synchronization; connecting an entire cloud drive can import prohibited material unintentionally. Any additional supplier-specific eligibility restriction must be disclosed before the affected order is accepted.We may investigate reasonably suspected violations using proportionate access permitted by law and the Privacy Policy, restrict affected resources, request corrective action, preserve relevant evidence and respond to lawful requests. This does not create a duty to review every workload or a right to inspect content for unrelated purposes.
5. Charges, metering and payment authorizationThe deployment confirmation must identify the applicable price, currency, billing unit, chargeable lifecycle states and separately charged resources before you order. Unless it expressly states otherwise, compute is metered per second and an hourly display is the equivalent reference rate. USD is the charge currency; other currency displays are estimates. Applicable taxes and any separately charged storage, network or other services are disclosed before purchase. Your bank may separately apply conversion charges.Resource allocation can be chargeable while an application is idle or installing, downloading or loading a model, and during an application failure, where the accepted order identifies that state as billable. An application's failure to produce a useful result does not by itself mean compute was not supplied. We will correct erroneous charges and provide remedies required by law for service we failed to supply.Closing a browser, disconnecting a session or stopping an application process does not necessarily release its compute. Charges end when the resource reaches the non-billable state identified in the order. Storage is billed for as long as the volume exists, including while detached or compute is stopped, unless the order states otherwise. Check termination confirmation and delete unwanted persistent volumes.The Services are prepaid unless separately agreed. You authorize deduction of valid charges from your balance and charges to your payment method for purchases you approve. Automatic top-ups or recurring charges require a separate authorization describing their amount or calculation and trigger; accepting these Terms alone does not enable them. A balance display may lag metering. You remain liable for valid usage already supplied in excess of available prepaid funds, but this does not authorize unrelated or unapproved card debits.Billing records are evidence of usage, subject to correction and your right to dispute them. Report suspected errors promptly with the affected resource and period. You need not surrender statutory dispute or chargeback rights. We may restrict new deployments for failed payments or reasonable evidence of payment fraud, subject to applicable law. A good-faith billing dispute is not itself prohibited conduct.
6. Prepaid balances, refunds and depletionPaid balances are advance payments for Services, are not transferable or interest-bearing, and are not a bank account. They do not expire merely through inactivity. Promotional credits have no cash value; any expiry or eligibility restriction must be disclosed when offered. We may reverse credits obtained through fraud or clear error, subject to applicable law.Properly supplied and correctly billed Services are non-refundable except as required by law or an express written commitment. On account closure, we return the unused paid balance after deducting undisputed amounts properly due; disputed amounts are resolved separately. We do not forfeit unused paid funds as a penalty. Refunds use the original payment method where practicable, subject to fraud checks and any shorter statutory deadline.Insufficient funds may cause suspension or termination and loss of data. Balance alerts and automatic shutdown are aids, not guarantees of a spending ceiling, timely delivery of notice or preservation of work. We will attempt advance notice where practicable; notice is not a condition to urgent protective action where law permits it. You must monitor usage and export important data. Charges for resources retained during suspension continue only as disclosed in the order and permitted by law; deleted resources do not continue accruing usage charges.
7. Storage, backups and deletionContainer-local storage is temporary. Termination by you, auto-shutdown, non-payment or another permitted reason can permanently delete the workload and its container-local data. Separately created persistent volumes remain billable until deleted. Volumes automatically created by the Cowork wizard are deleted with their workload unless the deployment confirmation expressly provides otherwise. Stopping, terminating and deleting are different operations; read the resource-specific confirmation.Any platform snapshots or periodic copies are operational recovery measures, not a backup service or a guaranteed recovery point. They may be incomplete, delayed, unavailable or unusable. A recent copy does not establish that every write was committed or can be recovered. Maintain and test independent backups outside these Services. We make no promise to restore a deleted resource or retain a recoverable copy for a grace period unless expressly agreed.Deletion from active systems may precede expiry of residual backup copies and legally retained records, as described in the Privacy Policy. Such residual copies are not customer-accessible recovery storage. The foregoing does not excuse our failure to meet non-waivable duties or an expressly purchased backup commitment.
8. Customer content and limited operational permissionAs between you and Qritical, you retain your existing rights in your data, code, inputs, model weights and outputs (Customer Content), subject to third-party rights and the law. We do not promise that AI outputs are unique, protectable or free of third-party rights.You grant us a non-exclusive, limited permission to host, copy, transmit, process and, where necessary to provide the Services you request, display Customer Content. We may extend that permission to suppliers only as needed to perform those functions under appropriate obligations. It lasts for service delivery and any restricted retention permitted by the Privacy Policy, an applicable DPA or law. It does not authorize advertising use, sale of your content or training of our or third parties' general-purpose models.We do not use Customer Content to train our own models. Running or training a model at your instruction is your workload processing. Access by personnel is limited to authorized support, necessary security or abuse investigation, service operations requiring that access, and legal obligations, in accordance with applicable law and the Privacy Policy. Diagnostics may include console excerpts containing personal information or secrets; avoid printing secrets to logs. We do not undertake general manual review of workload content.You warrant that your instructions and Customer Content can lawfully be processed as requested, including at your chosen location. You must give required notices and obtain required permissions from affected people. These responsibilities do not replace our independent obligations as a service provider.
9. Third-party software and connected accountsModels, images, packages and integrations may have separate licenses, usage restrictions and charges. Their inclusion in a catalogue is not a grant of rights we do not own or a guarantee of security, suitability or commercial-use permission. Review their terms and configure them safely. We do not grant an IP infringement indemnity unless separately signed.Connecting a cloud account authorizes access within the scopes and selected folders shown in the connection flow to perform the requested synchronization. Our source synchronization is read-only; this does not limit what other software or credentials you separately enable may do. You must have authority over the connected data and account. Revoking a connection stops future authorized access but does not automatically erase files already copied into workloads, their backups or copies you made elsewhere.Customer-configured software may send data to external APIs or model providers under their own terms and charge separately. Review destinations, network settings and credentials before enabling it. Our own suppliers remain subject to our applicable privacy and contractual obligations; they are not treated as your independent providers merely because they are third parties.
10. AI features and autonomous actionsAI may produce false, biased, unsafe, incomplete or infringing output, including plausible but fabricated references and incorrect answers about your own documents. Verify material output independently before relying on it. It is not legal, medical, financial or other professional advice.Where you enable tools or autonomous execution, software may execute code, alter workload files, disclose data to configured destinations or consume substantial compute. Review permissions, supervise consequential actions and set appropriate limits. Malicious instructions embedded in external content can influence a model. You are responsible for authorized configuration and use, subject to our own obligations and liability under law. No promise of accuracy or successful completion is made beyond an express contractual commitment.
11. Suspension, termination and service withdrawalYou may stop ordering, terminate resources or close your account through available controls or support. Account closure does not erase valid accrued charges. Export data first. Mandatory cancellation rights remain available.We may proportionately suspend affected access where reasonably necessary to address a material breach, security threat, unlawful use, payment failure or binding legal or supplier restriction. Where practicable and lawful, we give the reason and a reasonable opportunity to correct a remediable breach. We may act immediately if delay would increase risk or breach a legal requirement. Restoration depends on resolving the cause and available capacity.We may terminate for a serious or unremedied material breach where law permits. For withdrawal of an ongoing service without Customer default, we give at least 60 days' written notice and any longer notice required by law, with a reasonable opportunity to export data. A fixed-term commitment may be ended early by us only on a contractual and legally valid ground. Urgent protective restrictions may still apply under the preceding paragraph.At termination, access ends and affected resources may be deleted under section 7. Unused paid balances are handled under section 6. Rights and obligations intended to continue, including accrued payments, IP ownership, restricted retention, indemnity, liability and disputes, survive to the extent applicable. Termination does not retroactively change the terms of completed usage.
12. Warranties and allocation of riskFOR BUSINESS CUSTOMERS, AND ONLY TO THE EXTENT PERMITTED BY LAW: except for express commitments in the applicable agreement, the Services are supplied as available, without implied warranties or conditions of merchantability, fitness for a particular purpose, non-infringement or uninterrupted or error-free operation. We do not guarantee any workload outcome, compatibility, capacity or recovery of data. These exclusions do not cancel an express specification or commitment we accepted.For Consumers, statutory warranties and remedies apply and are not excluded by these Terms. All Customers benefit from any non-waivable protection. Nothing excludes or limits liability for bodily or moral injury, material injury caused by intentional or gross fault, fraud, or any other liability that cannot lawfully be excluded or limited.
13. Liability — Business CustomersSUBJECT TO SECTION 12 AND MANDATORY LAW, our total aggregate liability to a Business Customer arising from the Services and this agreement, across all claims and legal grounds, is limited to the service fees actually paid or applied from a paid balance for that Customer's Services during the three months immediately preceding the first event giving rise to the claims. Unused wallet deposits, taxes and free promotional credits are not service fees. Related events are treated as one event for this calculation; additional claims do not multiply the cap. This is one aggregate cap for Qritical and the protected persons below together, not a separate cap for each.To the same lawful extent, we are not liable to a Business Customer for indirect, consequential, special, exemplary or punitive damages, or loss of profits, revenue, business opportunity, goodwill or data, or the cost of reconstructing lost data or procuring replacement services, whether characterized as direct or indirect and even if foreseeable. Mandatory refunds and repayment of unused paid balances under section 6 are not reduced by this cap.These protections also benefit our officers, directors, employees and service suppliers in connection with the Services, to the extent law permits. They do not impose a contractual cap on amounts you properly owe for Services or on your indemnity under section 14. The allocation reflects a self-service compute offering; any increased contractual protection must be expressly agreed. This section applies only to Business Customers; Consumer liability and remedies remain governed by applicable law.
14. Customer indemnity — Business Customers onlyA Business Customer must defend and indemnify Qritical and its officers, directors and employees against third-party claims, resulting judgments, approved settlements and reasonable defense costs, to the extent caused by that Customer's or its users' unlawful or prohibited use, infringement or privacy violation in Customer Content, lack of required rights or permissions, or material breach of these Terms. This does not cover the portion caused by our breach, negligence, intentional or gross fault, or other conduct for which indemnification is prohibited by law. It is not a general right to shift every operating cost or regulatory penalty to you.We will give reasonably prompt notice and reasonable cooperation at your expense; delay reduces your obligation only to the extent it materially prejudices your defense. You may control the defense with competent counsel reasonably acceptable to us. You may not settle by admitting fault on our behalf, imposing a non-monetary obligation on us, or failing to give us a full release without our prior written consent, not unreasonably withheld. We may participate at our expense; if you fail to defend after reasonable notice, we may defend and recover reasonable covered costs. Applicable law governs any fine's indemnifiability.
15. Platform rights, confidentiality and feedbackWe and our licensors retain rights in the platform, interfaces, documentation and branding. We grant you a limited, non-exclusive, non-transferable right to use them for the Services during this agreement. Do not copy, commercially exploit or reverse engineer our proprietary components except as applicable law or an applicable open-source license permits. Customer Content remains governed by section 8.Each party must protect non-public confidential information received from the other using reasonable care, use it only for this relationship, and disclose it only to people who need it and are under appropriate obligations, or as law permits or requires. This does not cover information independently developed, lawfully obtained without restriction, already known without restriction, or public without breach. Customer Content is confidential; personal information remains governed by applicable privacy requirements. Compelled disclosure is limited to what is required, with notice where lawful and practicable.You may voluntarily provide suggestions. We may use non-confidential feedback without payment, but this does not grant rights to your Customer Content, personal information or confidential information embedded in a submission. We may not use your name or logo as a public customer endorsement without permission.
16. Changes and noticesWe may propose changes to pricing for future usage, service features, security and acceptable-use requirements, payment procedures, and these contractual provisions to address changes in costs, technology, law or operations. Changes are prospective. For existing Customers, material changes receive at least 30 days' advance written notice identifying the change and effective date. We obtain renewed acceptance when required; continued use has effect only where legally sufficient. A fixed-term price or essential commitment cannot be changed contrary to applicable law or the accepted order.For a Québec Consumer, any unilateral amendment must meet section 11.2 of the Consumer Protection Act: the separate notice states the new provision, or the old and amended provisions, the effective date and the right to refuse and cancel without cost, penalty or cancellation indemnity by notice sent no later than 30 days after effectiveness if obligations increase or ours decrease. Essential elements of a fixed-term consumer contract are not unilaterally amendable. Where amendment is not legally permitted, express agreement is required. Immediate security measures permitted by section 11 do not themselves amend the contract.Keep your account email current. We send contractual notices there or by another legally valid method; dashboard notices may supplement them. Legal or privacy notices to us may be sent to the contacts given here. Notice is effective in accordance with applicable law, not automatically deemed received merely because an email was sent.
17. Governing law and general provisionsQuébec law and applicable Canadian federal law govern, without displacing mandatory protections applicable to a Consumer elsewhere. Subject to mandatory jurisdiction rules, courts in the judicial district of Montréal have jurisdiction over disputes. Consumers retain any right to sue in another competent court. These Terms impose no mandatory arbitration or class-action waiver. Either party may seek urgent judicial relief.Business Customers may not transfer this agreement without our reasonable consent. We may transfer it with a merger, reorganization or sale of the relevant business if the successor assumes our obligations and the transfer complies with privacy and other applicable law. Consumer transfers remain subject to mandatory law. Neither party is the other's agent or partner.Neither party is responsible for delay caused by an event beyond its reasonable control that it could not reasonably prevent or overcome, to the extent applicable law excuses performance. The affected party must reasonably mitigate and notify the other. Supplier failure is not automatically such an event. This provision does not erase accrued payment obligations, mandatory refunds or independent privacy duties.If a provision cannot lawfully apply, it is ineffective to that extent and the remainder continues where legally possible. No waiver arises merely from delay in enforcement. This agreement and its expressly incorporated documents state the parties' agreement about the Services without excluding liability for misrepresentation or mandatory legal protections.