Supplier

Model Provider Agreement

Version Number: 2026V1 | Last Updated: 2026.07

This Model Provider Agreement ("Agreement") is between Zenlayer Inc., a company incorporated in Delaware with its principal business address at 21700 Copley Drive Suite 350, Diamond Bar, CA 91765, United States ("Platform," "we," "us," or "our"), and the entity or person completing the onboarding process ("Provider," "you," or "your").

By completing the onboarding process and clicking "I Agree" (or similar acceptance mechanism), Provider agrees to be bound by this Agreement. If Provider does not agree, Provider may not access or use the Platform's provider-side services. Provider represents and warrants that the individual accepting this Agreement has full authority to bind Provider to this Agreement.

This Agreement governs Provider's participation as a model inference supplier on the Zenlayer Token Exchange platform (the "Platform"), through which Provider makes its AI model inference services available to Platform customers ("Buyers").

Section 1. Definitions

In this Agreement, the following terms have the following meanings:

  • "API Credentials" means any API keys, tokens, authentication credentials, or similar secrets provided by Provider or issued by the Platform to enable access to Provider's inference endpoints.

  • "Buyer" means any customer of the Platform who accesses AI model inference services through the Platform.

  • "Buyer Data" means any prompts, Inputs, Outputs, files, images, metadata associated with a specific request, or other data submitted by Buyers to the Platform or transmitted to or from Provider in connection with Provider Services.

  • "Listed Model" means any AI model that Provider has registered and made available on the Platform, including the specified model name, version, quantization level, and context length.

  • "Net Price" means the fees payable by the Platform to Provider for Provider Services, as established by Provider and accepted by the Platform through the Platform interface.

  • "Personnel" means Provider's employees, contractors, agents, affiliates, and any other persons acting on Provider's behalf.

  • "Platform Spread" means the difference between the price charged to Buyers by the Platform and the Net Price payable to Provider.

  • "Platform Policies" means the Platform's policies, technical requirements, onboarding standards, security requirements, and documentation made available to Provider and updated from time to time.

  • "Provider Services" means the inference, API, and related services provided by Provider through the Platform in connection with any Listed Model.

  • "Serving" means the actual generation of model outputs by Provider's infrastructure in response to Buyer requests routed through the Platform.

Section 2. Onboarding, Authorization, and Resale Rights

2.1 Resale and Integration Authorization

Provider grants the Platform the right to resell access to Provider's API and models to Buyers as part of the Platform's AI routing services, and to embed Provider's API into the Platform's products and services. This authorization includes the right to:

  • Route Buyer requests to Provider's inference endpoints and return outputs to Buyers;

  • Display Provider's Listed Models, pricing, and availability information on the Platform;

  • Charge Buyers prices that may differ from Provider's Net Price; and

  • Describe Provider's Listed Models in Platform marketing and product materials, subject to Provider's reasonable trademark usage guidelines.

Provider represents and warrants that granting the rights set forth in this Section does not violate any agreement, license, or other obligation binding on Provider.

2.2 Platform's Independent Role

The Platform acts as an independent intermediary between Provider and Buyers. Provider acknowledges that: (a) the Platform does not guarantee any minimum volume of requests or revenue; (b) the Platform may list competing providers; and (c) the Platform may modify, suspend, prioritize, or adjust routing logic, model rankings, routing eligibility, or price routing at any time in its reasonable discretion. Nothing in this Agreement obligates the Platform to route any minimum number of requests to Provider or to maintain any Listed Model in an active routing status.

2.3 Listed Model Registration

Provider shall register each Listed Model through the Platform's onboarding interface, specifying: (a) model name, version, and quantization level; (b) context length; (c) supported input/output modalities; (d) Net Price; (e) applicable usage restrictions or geographic limitations; (f) any open-source license obligations applicable to the model; (g) rate and capacity limits, including requests per minute (RPM), tokens per minute (TPM), daily token limits, and maximum output tokens per request, to the extent applicable and (h) any material technical limitations, known performance limitations, or dependencies that could reasonably affect routing decisions or Buyer use of the Listed Model. Provider is solely responsible for ensuring that all registration information remains complete, accurate, and current throughout the Term and shall promptly update such information following any material change.

2.4 License to Provider Materials

Provider grants the Platform a non-exclusive, royalty-free, worldwide license to use, display, and reproduce Provider's trademarks, logos, model descriptions, benchmark data, and other materials submitted in connection with Provider's participation ("Provider Materials"), solely to operate and promote the Platform. This license terminates upon Provider's removal from the Platform, except that the Platform may retain and use archived copies to comply with legal obligations, resolve disputes, maintain historical business records, or exercise rights that survive termination. Provider warrants that it has all necessary rights, licenses, consents, and permissions necessary to grant the rights set forth in this Section and that Platform's authorized use of the Provider Materials in accordance with this Agreement will not infringe, misappropriate, or otherwise violate the intellectual property or other proprietary rights of any third party.

Section 3. Model Fidelity and Honest Representation

3.1 Serving Obligations

Provider warrants and represents that for each Listed Model:

  • Provider is Serving the exact model, version, and quantization level registered — no undisclosed substitution, quantization downgrade, or distilled model passed off as the named model;

  • Provider will support and make available the full advertised context length and functionality associated with each Listed Model and will not silently truncate context or otherwise materially degrade model capabilities to reduce cost or increase throughput;

  • Provider will not cache and replay prior outputs, return canned responses, or return any output not genuinely produced by the Listed Model in response to the specific request;

  • Provider will not inject, alter, append, suppress, or filter content in responses beyond the Listed Model's genuine output, including without limitation: no advertising injection, no undisclosed safety filtering that alters results, and no content manipulation of any kind;

  • Provider shall not route Buyer requests to a different model, model family, version, or infrastructure except as expressly disclosed through the Platform and approved by the Platform.

3.2 Verification

Provider shall reasonably cooperate with any verification activities requested by Platform and shall provide information reasonably requested to validate compliance with this Agreement, including by:

  • Sending probe or test traffic indistinguishable from real Buyer traffic;

  • Inspecting outputs, log probabilities, and performance metrics;

  • Benchmarking latency, throughput, and output quality against the registered specifications.

Provider agrees that the Platform's verification determinations govern for enforcement purposes, subject to the appeal process set out in Section 8.3.

3.3 Hardware and Performance Representation

Provider shall accurately represent the hardware, throughput capacity, and latency characteristics of its inference infrastructure. Provider shall promptly notify Platform of any material reduction in capacity, performance, infrastructure, or geographic availability that could reasonably affect routing decisions or Buyer experience. Any benchmarks or performance claims submitted during onboarding must reflect actual served performance, not theoretical maximums. Provider shall provide Platform with prior written notice of any material change to a Listed Model, including changes to the underlying model architecture, model weights, fine-tuning, quantization level, context length, or other material characteristics that could reasonably affect the model's functionality, performance, or behavior. Following such notice, Platform may require the Provider to update the Listed Model registration, complete additional verification, or temporarily suspend routing to the affected Listed Model until the changes have been reviewed.

Section 4. Security and Infrastructure

4.1 Credential Security

Provider is solely responsible for securing all API Credentials, including any credentials it adds to the Platform and any credentials the Platform issues to Provider. Provider's obligations include:

  • Applying appropriate access controls (ACLs), IP allowlisting, scope-limiting, and key rotation practices;

  • Ensuring credentials are not shared, exposed in public repositories, or transmitted insecurely;

  • Monitoring for unauthorized use of credentials;

  • Promptly revoke, rotate, or replace compromised API Credentials and cooperate with Platform in mitigating any resulting security risk.

Provider bears responsibility for all losses, damages, costs, and liabilities arising from the unauthorized use, disclosure, compromise, misconfiguration, or misuse of Provider's API Credentials to the extent caused by Provider's acts or omissions or those of its Personnel. The Platform is not liable for any harm arising from Provider's failure to maintain adequate credential security.

4.2 Infrastructure Security

Provider shall secure the infrastructure used to serve Listed Models, including:

  • Maintaining up-to-date OS patches and security updates on all inference hosts;

  • Network-isolating inference endpoints from unnecessary public internet exposure, except through the Platform's designated ingress;

  • Implementing firewalls, intrusion detection, and other commercially reasonable security controls appropriate for an inference serving environment.

Provider shall maintain and periodically test written information security policies and incident response procedures appropriate for the nature of the Provider Services.

4.3 Incident Notification

Provider shall notify the Platform in writing without undue delay, and in no event later than 48 hours of becoming aware of any actual or suspected: (a) compromise of API Credentials; (b) unauthorized access to Provider's inference infrastructure; or (c) security incident that may have affected Buyer Data. Notification shall be sent to info@tkex.ai. The notification shall include, to the extent known at the time, a description of the incident, the categories of information affected, the actual or potential impact on Buyer Data or the Platform, the remediation measures taken or planned, and a primary point of contact for ongoing communications. Provider shall promptly provide updated information as it becomes available and continue to cooperate with Platform until the incident has been resolved.

Section 5. Buyer Data and Privacy

5.1 Data Processing Role

As between the parties, Provider independently operates its own infrastructure and is solely responsible for its own compliance with applicable data protection laws, including GDPR where applicable, with respect to Buyer Data received through the Platform. Provider acknowledges that its processing of Buyer Data is subject to the obligations set out in this Section 5 as a condition of participation on the Platform. Nothing in this Agreement shall be construed as appointing Provider as a sub-processor of the Platform, nor shall the Platform be liable for Provider's data handling practices.

5.2 Data Handling Restrictions

Provider agrees that it shall not, and shall ensure that its Personnel do not, with respect to Buyer Data:

  • Log, store, retain, copy, or otherwise persist any Buyer Data beyond the minimum transient processing strictly required to generate and return the response for that specific request;

  • Use Buyer Data to train, fine-tune, evaluate, or improve any AI model, whether operated by Provider or any third party;

  • Sell, license, disclose, or share any Buyer Data with any third party;

  • Attempt to deanonymize, re-identify, profile, or correlate requests with any individual Buyer or end user;

  • Use Buyer Data for any purpose other than Serving the specific request to which the data relates;

  • Combine Buyer Data with data received from other customers or third parties except as reasonably necessary to process the applicable request;

  • Use Buyer Data for profiling, analytics, marketing, advertising, or any purpose unrelated to providing the applicable Provider Services;

Nothing in this Agreement authorizes Provider to process Buyer Data for its own commercial purposes except as expressly permitted under this Agreement.

5.3 Zero Persistent Retention

Provider's obligation is zero persistent retention of Buyer Data: all Buyer Data must be discarded from Provider's systems immediately upon completion of Serving the relevant request. Provider shall implement technical and organizational measures to enforce this obligation and shall maintain reasonable records sufficient to demonstrate compliance with this Section upon the Platform's reasonable request.

5.4 Upstream Model Infrastructure

Provider acknowledges that in providing the Provider Services, it may utilize upstream model developers or third-party infrastructure providers. Provider is solely responsible for reviewing and complying with the data handling terms of any such upstream providers and for ensuring that its use of any third-party model infrastructure is consistent with the obligations set forth in this Section 5 and with applicable data protection laws. The Platform shall not be responsible for the data handling practices of any upstream provider used by Provider.

5.5 Confidential Computing (Future Tiers)

If the Platform introduces premium or confidential computing tiers requiring additional data security guarantees (such as Trusted Execution Environments or equivalent attestable isolation), the parties shall enter into a separate addendum governing Provider's obligations for such tiers. No such obligations apply under this Agreement unless separately agreed in writing.

5.6 Cross-Border Data Transfers

Provider shall ensure that any transfer of Buyer Data across international borders complies with applicable data protection laws, including the implementation of appropriate transfer mechanisms where required. Provider shall not transfer Buyer Data to any jurisdiction that would result in a lower level of data protection than that required under this Agreement without implementing appropriate safeguards. Provider is solely responsible for the legal basis and compliance of any such transfers.

5.7 Data Breach Notification

If Provider becomes aware of any unauthorized access to, disclosure of, or loss of Buyer Data, Provider shall notify the Platform at info@tkex.ai without undue delay and no later than 48 hours of becoming aware, and shall provide full cooperation in any investigation and remediation effort. Provider shall promptly provide supplemental information as it becomes available and shall reasonably cooperate with Zenlayer in investigating, mitigating, and responding to the incident.

Section 6. Service Quality and Availability

6.1 Availability Expectations

Provider shall target a minimum availability of 99.5% uptime per calendar month for each Listed Model ("Availability Target"). Sustained or repeated failure to meet the Availability Target may result in: (a) temporary removal of the affected Listed Model from routing eligibility; (b) reduction in Provider's standing score on the Platform; (c) suspension of routing to the affected Listed Model; or (d) termination of this Agreement, in accordance with this Agreement. Provider shall use commercially reasonable efforts to continuously monitor the availability and performance of each Listed Model and promptly investigate and remediate any material degradation in service.

6.2 Planned Downtime

Provider shall provide the Platform with at least 48 hours' prior written notice of any planned maintenance or downtime expected to exceed 30 minutes. Notice shall be sent to info@tkex.ai. Provider shall use commercially reasonable efforts to schedule planned downtime/maintenance during off-peak hours and minimize any disruption to Buyers and the Platform. Except in the case of emergency maintenance, Provider shall coordinate planned maintenance with Platform to minimize disruption to Platform operations..

6.3 Model Delisting

If Provider intends to delist or discontinue any Listed Model, Provider shall provide the Platform with at least 30 days' prior written notice, except where discontinuation is required by the model licensor or applicable law, in which case Provider shall give as much notice as reasonably practicable. During the notice period, Provider shall continue to serve the Listed Model in accordance with this Agreement unless otherwise agreed by Platform or unless continued service is prohibited by law or the applicable model license. Platform may immediately suspend routing to a Listed Model if continued routing would reasonably be expected to adversely affect Buyers or the operation of the Platform.

Section 7. Legal Compliance and Licensing

Provider shall comply with all applicable international, federal, state, provincial, and local laws, regulations, and governmental requirements applicable to its performance under this Agreement and the Provider Services, including, without limitation, laws relating to intellectual property, privacy, data protection, export controls, sanctions, anti-corruption, taxation, and artificial intelligence where applicable

7.1 Model Licensing

Provider warrants and represents that it has all necessary rights, licenses, and permissions to serve each Listed Model, including without limitation:

  • Compliance with all applicable open-source or commercial licenses governing the model weights, including any acceptable use policies, community licenses, or other terms imposed by the original model developer or licensor;

  • Any fine-tuning or modifications to base models do not violate the applicable license;

  • Provider is solely responsible for maintaining ongoing compliance with model licenses and for any changes in license terms that affect its right to serve the model.

Provider shall promptly notify the Platform if it becomes aware that it no longer has the rights, licenses, or permissions necessary to serve a Listed Model or if any applicable model license is modified in a manner that materially affects Provider's ability to provide the Provider Services. The Platform does not assume any responsibility or liability arising from the licensing, ownership, distribution, or lawful use of any Listed Model or Provider Services. Provider shall indemnify the Platform against any claim arising from Provider's breach of applicable model licenses.

7.2 Export Controls and Sanctions

Provider represents and warrants that:

  • Provider is not located in, organized under the laws of, or owned or controlled by persons in any country or territory subject to US comprehensive sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine);

  • Provider is not listed on any US government restricted-party list, including the OFAC SDN List or the BIS Entity List;

  • Provider will not serve Buyer requests originating from jurisdictions prohibited under applicable export control laws or the Platform's geographic restrictions;

  • Provider will comply with all applicable export control laws in the operation of its inference infrastructure.

Provider shall promptly notify the Platform if any representation or warranty in this Section becomes inaccurate during the term of this Agreement.

7.3 Acceptable Use

Provider shall not use the Platform, or serve Buyer requests through the Platform, in a manner that violates applicable law or that involves any of the following absolutely prohibited content categories:

  • Child sexual abuse material (CSAM): any content that sexually exploits or depicts minors, including AI-generated or simulated depictions, regardless of fictional framing;

  • Weapons of mass destruction: technical instructions, synthesis routes, or acquisition strategies for biological, chemical, nuclear, or radiological (CBRN) weapons or their precursors;

  • Terrorism and violent extremism: content that facilitates, promotes, incites, glorifies, or recruits for acts of terrorism, genocide, or mass violence.

Provider shall maintain and enforce reasonable policies, procedures, and technical safeguards designed to prevent its Listed Models from being knowingly used to facilitate the prohibited activities identified in this Section.

Provider is solely responsible for ensuring that its Listed Models are not used to facilitate the above prohibited activities. Any violation of this Section 7.3 constitutes grounds for immediate suspension or termination under Section 8.1.

7.4 Independent Contractor; Tax Compliance

Provider is an independent contractor and not an employee, agent, partner, or joint venturer of the Platform. Provider is solely responsible for:

  • All taxes, levies, and similar obligations arising from payments received under this Agreement, including applicable income tax, self-employment tax, VAT, or equivalent;

  • Obtaining and maintaining all business licenses, permits, and registrations required to operate Provider's inference business in Provider's jurisdiction;

  • Compliance with all applicable local laws governing Provider's business operations.

7.5 Tax Documentation and KYC

Prior to receiving any payment under this Agreement, Provider shall submit to the Platform:

  • If Provider is a US person or entity: a completed IRS Form W-9 containing Provider's legal name, address, and Taxpayer Identification Number (TIN/EIN/SSN).

  • If Provider is a non-US person or entity: a completed IRS Form W-8BEN (individual) or W-8BEN-E (entity), together with such other documentation as the Platform may reasonably request to establish Provider's tax status and entitlement to any applicable treaty benefits.

  • Such identity verification documentation as the Platform may request to satisfy applicable anti-money laundering, sanctions screening, or Know Your Customer (KYC) requirements, which may include government-issued identification, proof of business registration, or beneficial ownership information.

The Platform reserves the right to withhold payment until all required tax and KYC documentation is received and verified. The Platform may withhold applicable taxes from payments if required by law and in the absence of valid tax documentation. Provider shall promptly notify the Platform of any change in its tax status or the information provided in the above forms.

Provider shall promptly notify Platform of any material change to its legal name, ownership, tax residency, payment information, or other information previously provided under this Section.

7.6 Insurance

Provider shall maintain commercially reasonable insurance appropriate for the nature of the Provider Services, which may include technology errors and omissions liability and cyber liability insurance. Upon Platform's reasonable request, Provider shall provide evidence of such coverage. Failure to maintain commercially reasonable insurance may be considered in Platforms evaluation of Provider's continued participation on the Platform.

Section 8. Enforcement, Suspension, and Termination

8.1 Grounds for Immediate Suspension

The Platform may immediately suspend Provider's access to the Platform, remove any or all Listed Models from routing, and withhold pending payments pending investigation, upon:

  • Confirmed or credibly alleged model fraud (serving a different model than listed, returning canned outputs, or material misrepresentation of capabilities);

  • Any security breach involving API Credentials or Provider's inference infrastructure;

  • Any actual or suspected Buyer Data breach or mishandling in violation of Section 5;

  • Provider's repeated or willful failure to comply with the notice and availability obligations set out in Section 6, where such failure materially impacts Buyer experience or Platform operations;

  • Provider's material breach of Section 3 (Model Fidelity), Section 4 (Security), or Section 7 (Legal Compliance);

  • Provider's violation of applicable export controls or sanctions requirements;

  • Receipt of a credible claim, notice, or allegation from a governmental authority, model developer, licensor, or other third party that Provider lacks the necessary rights, licenses, or legal authority to provide a Listed Model, or that Provider's Provider Services may violate applicable law, pending Platform's investigation of the matter.

8.2 Earnings Holdback and Forfeiture

The Platform may, in its reasonable discretion:

  • Withhold a rolling portion of Provider's earned but unpaid fees (not to exceed 100% of the prior 30-day earnings) pending resolution of an active investigation into suspected violations of this Agreement ("Holdback"), provided that the Platform shall use reasonable efforts to complete such investigation and notify Provider of the outcome within 60 days of initiating the Holdback;

  • Permanently forfeit Holdback amounts upon confirmation of a violation of Section 3, Section 4, or Section 5 of this Agreement;

  • Deduct from future payments or recover from Provider any amounts previously paid that are attributable to fraudulent, non-compliant, or policy-violating activity.

The Platform shall notify Provider of any Holdback, forfeiture, or clawback determination in writing. Provider shall reasonably cooperate with the Platform in resolving any investigation relating to a Holdback, forfeiture, or clawback.

8.3 Appeal Process

Upon completion of its investigation, the Platform shall notify Provider in writing of its determination within 5 business days. Provider may appeal any suspension, Holdback, forfeiture, clawback, or termination decision by submitting a written appeal to info@tkex.ai within 10 business days of receiving such determination notice. The Platform will:

  • Acknowledge receipt of the appeal within 5 business days;

  • Complete its review within 15 business days of receiving the appeal (subject to complexity);

  • Notify Provider of the outcome in writing.

A single failed probe or isolated performance anomaly shall not alone be conclusive grounds for a finding of model fraud. The Platform's appeal determination shall be final, subject to any dispute resolution rights under Section 13.

8.4 Anti-Evasion

Provider agrees not to create or use multiple accounts, affiliated accounts, or replacement accounts to: (a) circumvent a suspension, termination, or standing penalty; (b) obscure Provider's identity for purposes of evading enforcement; or (c) accumulate fees that would otherwise be subject to forfeiture. Violation of this Section 8.4 is grounds for permanent termination and recovery of all amounts paid during the evasion period.

8.5 Termination for Cause

Either party may terminate this Agreement for material breach upon 30 days' written notice if the breach is not cured within such period.

The Platform may terminate this Agreement immediately upon written notice, without a prior suspension period, upon: (a) confirmed model fraud (confirmed or credibly alleged model fraud (serving a different model than listed, serving a quantized or distilled version as the full model without disclosure, returning canned outputs, or material misrepresentation of capabilities)); (b) confirmed Buyer Data breach caused by Provider; (c) Provider's violation of applicable export controls or sanctions requirements; (d) Provider's insolvency or cessation of business; or (e) any circumstance that poses a continuing and imminent risk to Buyer security or Platform integrity that suspension alone cannot adequately address.

Following a suspension under Section 8.1, the Platform may also terminate this Agreement upon written notice if the Platform determines, in its reasonable judgment, that the underlying violation has been confirmed, is not capable of remediation, or Provider has failed to remediate within a timeframe specified by the Platform.

8.6 Termination for Convenience

Either party may terminate this Agreement for any reason upon 30 days' prior written notice. Upon expiration of the notice period, Provider's Listed Models will be removed from the Platform and no new requests will be routed to Provider.

Section 9. Payment Terms

9.1 Net Price and Platform Spread

Provider sets its own Net Price for each Listed Model through the Platform's pricing interface. The Platform charges Buyers a price that may exceed the Net Price; the difference constitutes the Platform Spread, which the Platform retains as its fee. The Platform's Spread is determined solely by the Platform and is not shared with or disclosed to Provider, except that Provider's Net Price shall always be the amount payable to Provider regardless of the price charged to Buyers. The Platform may modify the Platform Spread at any time in its sole discretion without notice to Provider, provided such modification does not affect Provider's Net Price for requests accepted prior to the effective time of the change.

9.2 Price Changes

Provider may update its net price at any time through the Platform interface. Price changes will take effect in accordance with the Platform's then-current procedures as notified to Provider. Price changes will apply only to requests accepted after the new Net Price becomes effective and will not affect requests already accepted for processing The Platform may display pricing information to Buyers in anonymized form as part of its routing features.

9.3 Payout Schedule

Subject to Provider's compliance with this Agreement and the completion of any applicable fraud, compliance, or payment verification review, the Platform will pay Provider earned fees in accordance with the payout schedule and payment method set out in the Platform's then-current payment terms, subject to receipt of valid tax and KYC documentation under Section 7.5. Platform may offset any amounts owed by Provider under this Agreement against amounts otherwise payable to Provider.

9.4 Minimum Payout Threshold

The Platform may establish a minimum payout threshold. If the amount owed to Provider for a given period falls below such threshold, the balance will be carried forward to subsequent periods until the threshold is met.

9.5 Chargeback and Clawback

If a Buyer disputes a charge relating to Provider's services and the Platform issues a chargeback or refund to the Buyer, the Platform may deduct the corresponding amount from Provider's earned fees or recover it from Provider directly. Provider may dispute any such deduction by submitting written notice to info@tkex.ai within ten 10 business days of receiving notification of the deduction, setting out the grounds for dispute. The Platform will review the dispute in good faith based on the information reasonably available to Platform and notify Provider of its determination within fifteen 15 business days of receiving such notice.

If the Platform determines, following the appeal process set out in Section 8.3, that fees were earned through fraudulent, non-compliant, or policy-violating activity, the Platform may clawback such amounts from future payments or seek direct recovery from Provider. Nothing in this Section limits Platform's rights under Section 8 to withhold payments, impose Holdbacks, or recover amounts attributable to fraud, policy violations, or other breaches of this Agreement.

9.6 Payment Disputes

Provider shall notify the Platform of any payment dispute within ten 10 business days of receiving a payment statement, setting out the nature of the dispute and the amount in question. The Platform shall respond in writing within fifteen 15 business days of receiving such notice. The Platform shall include in each payment statement sufficient detail to enable Provider to verify the calculation of amounts due, including aggregated usage data for the relevant settlement period. Failure to notify the Platform within this period constitutes Provider's acceptance of the applicable payment statement and a waiver of any claim relating to that statement, except in the case of fraud or manifest error. Disputed amounts shall not excuse Provider's continued performance under this Agreement.

Section 10. Non-Circumvention

During the term of this Agreement and for a period of 12 months following termination, Provider shall not directly solicit, approach, or enter into a direct commercial relationship with any Buyer that was introduced to Provider through the Platform, for the purpose of providing inference services that circumvent or substitute for the services available through the Platform, without the Platform's prior written consent. Provider acknowledges that this restriction is reasonable and necessary to protect the Platform's legitimate business interests, and that breach of this Section may cause irreparable harm entitling the Platform to seek injunctive relief.

Section 11. Indemnification

Provider shall defend, indemnify, and hold harmless the Platform and its officers, directors, employees, affiliates, and agents from and against any third-party claims, suits, liabilities actions, proceedings, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

  • Any model outputs generated by Provider's Listed Models, including claims of defamation, intellectual property infringement, or unlawful content;

  • Provider's breach of any model license or third-party IP rights in connection with a Listed Model;

  • Provider's mishandling, unauthorized use, or unauthorized disclosure of Buyer Data;

  • Any security failure or breach attributable to Provider's infrastructure or credentials;

  • Provider's violation of applicable law, including export controls, sanctions, or data protection requirements;

  • Any claim by a Buyer or third party arising from Provider's failure to serve the Listed Model as warranted;

  • Any claim arising out of or relating to Provider Materials or Platform's or Buyer's authorized use of Provider Materials under this Agreement.

Platform shall promptly notify Provider of any claim for which it seeks indemnification under this Agreement. Provider shall control the defense and any related settlement of such claim; however, the Platform shall have the right, at its option, to participate in the defense of any claim at its own expense. Notwithstanding the foregoing, the Provider may not settle any claim against the other Party without that party's prior written consent.

Section 12. Disclaimers and Limitation of Liability

THE PLATFORM IS PROVIDED "AS IS." THE PLATFORM MAKES NO WARRANTY REGARDING BUYER VOLUME, ROUTING PRIORITY, OR REVENUE THAT PROVIDER MAY EARN. THE PLATFORM DOES NOT GUARANTEE THAT ANY LISTED MODEL WILL RECEIVE ROUTING TRAFFIC.

IN NO EVENT WILL THE PLATFORM BE LIABLE TO PROVIDER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR PROVIDER'S PARTICIPATION ON THE PLATFORM, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.

THE PLATFORM'S AGGREGATE LIABILITY TO PROVIDER UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE PLATFORM TO PROVIDER IN THE THREE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Section 13. General Provisions

13.1 Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of California, without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California. Each party consents to personal jurisdiction in such courts. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction without first exhausting other dispute resolution procedures, where necessary to prevent irreparable harm.

13.2 Modifications

The Platform may update this Agreement from time to time by posting the revised version on the Platform with an updated effective date. For material changes, the Platform will provide at least 15 days' prior written notice. Provider's continued use of the Platform after the effective date of any update constitutes acceptance. If Provider does not accept the updated terms, Provider may terminate this Agreement by providing written notice prior to the effective date of the change, in which case Provider's Listed Models will be removed from the Platform.

13.3 Confidentiality

Each party agrees to keep confidential the other party's non-public business information disclosed in connection with this Agreement, including the Platform's pricing, routing algorithms, verification methods, and Buyer information. Provider shall not disclose the existence or terms of any investigation, suspension, or enforcement action taken by the Platform without the Platform's prior written consent.

13.4 Survival

The following provisions survive termination of this Agreement: Section 3.1 (serving obligations, as to any residual data); Section 5 (Buyer Data — data deletion obligations survive indefinitely); Section 7 (Legal Compliance); Section 8.2 (Holdback and Forfeiture, as to amounts accrued prior to termination); Section 9 (Payment, as to amounts owed); Section 10 (Non-Circumvention); Section 11 (Indemnification); Section 12 (Disclaimers and Limitation of Liability); and Section 13 (General Provisions).

13.5 Post-Termination Data Deletion

Upon termination of this Agreement for any reason, Provider shall permanently delete all Buyer Data in its possession or control within 72 hours of the termination effective date, and shall provide written certification of such deletion to the Platform upon request.

13.6 Entire Agreement

This Agreement, together with the Platform's Acceptable Use Policy and any addenda separately agreed in writing, constitutes the entire agreement between the parties regarding Provider's participation on the Platform and supersedes all prior discussions, representations, and agreements on this subject.

13.7 Severability

If any provision of this Agreement is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force.

13.8 Assignment

Provider may not assign or transfer this Agreement or any of its rights or obligations without the Platform's prior written consent. The Platform may freely assign this Agreement in connection with a merger, acquisition, or sale of assets. Any purported assignment in violation of this Section is null and void.

13.9 No Waiver.

Failure or delay by either party to exercise any right or remedy under this Agreement shall not constitute a waiver of that right or remedy, nor shall any single or partial exercise preclude any subsequent exercise of that or any other right or remedy.

13.10 Force Majeure.

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental actions, internet or telecommunications failures, widespread cloud service outages, or other events beyond the affected party's reasonable control. The affected party shall use commercially reasonable efforts to minimize the effects of the event and resume performance as soon as reasonably practicable.

13.11 Injunctive Relief.

Each party acknowledges that a breach of Sections 5 (Buyer Data and Privacy), 10 (Non-Circumvention), or any confidentiality obligations under this Agreement may cause irreparable harm for which monetary damages alone would be an inadequate remedy. Accordingly, either party may seek temporary, preliminary, or permanent injunctive or other equitable relief, without the necessity of posting bond except where required by applicable law, in addition to any other remedies available at law or in equity.

13.12 Order of Precedence

In the event of any conflict between this Agreement, any written amendment executed by the parties, Platform Policies, onboarding documentation, or other materials referenced by this Agreement, the following order of precedence shall apply unless expressly stated otherwise: (a) this Agreement; (b) any written amendment signed by both parties; (c) Platform Policies; and (d) any other Platform documentation or technical guidance.

Section 14. Contact Information

For questions about this Agreement, onboarding, compliance matters, or payment disputes, please contact:

Email address: info@tkex.ai.

Mailing address: Zenlayer Inc., 21700 Copley Drive Suite 350, Diamond Bar, CA 91765, United States