SparkPipe 2-Year Reserved Fleet Service Agreement

Version of 25 October 2026

Signed individually after business verification; each clause may be negotiated. The Korean text prevails (clause 14.3).

Parties and definitions

This Agreement is made on the Signature Date between:

• Supplier: HYOR AI Tech, Ltd., a company organised under the laws of the Republic of Korea, business registration number 641-87-03809, with its registered office in Yongsan-gu, Seoul, Republic of Korea, whose full address we give on request and in the signed Agreement ("we", "Supplier"); and
• Customer: [legal name], a company organised under the laws of [jurisdiction], registration number [number], registered address [address] ("Customer").

In this Agreement:

• Signature Date means the date of the last signature below. The Term begins on it, and the Tranches, Phase A and every payment deadline run from it.
• KST means Korea Standard Time (UTC+9). All times and days in this Agreement are KST.
• Day N means the Nth calendar day counting the Signature Date as Day 1.
• Fleet means a group of computing machines that we operate as a single unit and list on our Fleet List, published at sparkpipe.ai/fleets.html.
• Fleet-hour or hour means the use of one entire Fleet for sixty minutes.
• Rate means the number of hours that one hour on a Fleet consumes, as published on our Fleet List; 1 unless the Fleet List states otherwise. The Rate of each Fleet listed at the Signature Date is fixed for the Term.
• East Window and West Window mean the two 12-hour periods of each day defined in the Schedule.
• Tranche means the hours of one calendar month within the Term, as set out in clause 3.
• Reservation means the booking of one or more hours on a selected Fleet through our system under clause 8. Reserve has a matching meaning.
• Phase A means Day 1 to Day 30 inclusive.
• Full Prepayment means our receipt, in cleared funds, of the price of every Tranche in the Term.
• Key means the private key held by Customer under clause 8.5.

1. Subject

1.1. We provide Customer the SparkPipe reserved fleet service for the Term: reserved capacity on our Fleets, the guaranteed models in clause 10, the interconnect that joins the machines of each Fleet, and operation and support. The fleet-hour is the unit in which the service is measured, reserved and paid for. Customer selects the Fleet at each Reservation from the Fleets we operate at that time, current or future, subject to availability under clause 8.8.

1.2. We provide a service, not hardware. We keep ownership, possession and operation of every Fleet.

2. The hour and the price

2.1. The price of each fleet-hour is the Hour Price stated in the Schedule, fixed for the Term.

2.2. The Hour Price is a single all-in price. It covers the Fleet and its interconnect, the models in clause 10, and operation and support. No other fee, surcharge or charge applies during the Term. The Hour Price is exclusive of value-added tax (VAT). We charge VAT at the statutory rate (10% at the Signature Date) on every payment and show it separately on our invoice, except a payment that the Schedule states is zero-rated and that Customer makes in the way the Schedule states. Any amount charged as VAT that is not owed is an overpayment, and we refund it to Customer. If a payment Customer made as zero-rated is held subject to VAT because Customer's information was incorrect or Customer did not pay in the way the Schedule states, Customer pays us that VAT, with any additional tax and penalty, on demand.

2.3. The Term contains 24 hours for every day in it: 17,520 hours, or 17,544 hours where 29 February falls within the Term. The price of the Term is the Hour Price multiplied by those hours.

2.4. All balances, refunds and claims are counted in hours, valued at the Hour Price.

2.5. Customer pays every amount in full, in cleared funds, without set-off, deduction or withholding. If a law requires Customer to withhold or deduct any tax from a payment, Customer pays an additional amount so that we receive what we would have received without the withholding or deduction. Customer bears its own and any intermediary bank, transfer and currency conversion charges, so that we receive the full amount invoiced.

3. Term and Tranches

3.1. The Term starts at 00:00:00 on the Signature Date and ends at 23:59:59 on the day before the date 24 calendar months later. Where the Signature Date is 29 February, the Term ends at 23:59:59 on 28 February two years later.

3.2. Each calendar month within the Term is one Tranche. Tranche 1 runs from the Signature Date to the end of that month. The final Tranche runs from the first day of its month to the end of the Term. There are 24 Tranches where the Signature Date is the first day of a month, and 25 otherwise.

3.3. Each Tranche holds 24 hours for each of its days within the Term: 672 hours for February (696 in a leap year), 720 for a 30-day month, 744 for a 31-day month, and proportionally fewer for a partial first or final Tranche.

3.4. Example, signed on 15 December 2026:

3.5. An hour expires at 23:59:59 on the last day of its Tranche unless consumed. Expired hours do not carry forward, convert, accumulate or have any cash value.

4. Timezone election

4.1. Each day consists of 12 East Window hours and 12 West Window hours. East and West are periods of the day. They are not separate pools of capacity or separate machines.

4.2. Customer makes one timezone election in the Schedule at signing: 50/50, 100% East or 100% West. The election is fixed for the Term and may be changed only on renewal.

4.3. A 100% election needs our written approval and is subject to availability. We allocate 100% capacity in each window in the order customers sign. Where 100% capacity in a window is fully allocated on a Fleet, Customer reserves on another Fleet where it is available. Availability is decided at each Reservation, from the live capacity in clause 8.8.

4.4. The election sets how many of Customer's hours may fall in each window each day:

"2×" means twice as many hours per day in the elected window as a 50/50 election gives. It does not change the price per hour or the total hours in clause 2.3.

4.5. The election applies only from Full Prepayment (clause 7). Until then Customer reserves its paid hours within the daily limits of a 50/50 election.

5. Phase A and withdrawal

5.1. No payment is due during Phase A. Customer may pay any amount at any time, and each cleared payment issues hours under clause 5.5.

5.2. Customer may withdraw from this Agreement during Phase A only, by making no payment under it by the end of Day 30. If no payment has been made by then, this Agreement ends at 23:59:59 on Day 30, with no payment or liability owed by either party, except under the confidentiality terms in clause 13. We may extend the Gate 1 deadline in writing.

5.3. Once Customer pays any amount under this Agreement, the withdrawal right in clause 5.2 ends.

5.4. There are no unpaid hours: until Customer pays, no hour is issued or served under this Agreement. Until Full Prepayment, Customer reserves its paid hours at times of its choosing under clause 8, within the Tranche each hour belongs to and the daily limits of a 50/50 election (12 East Window and 12 West Window hours per day).

5.5. Each cleared payment issues hours equal to the amount paid, net of VAT, divided by the Hour Price, to the earliest Tranches not yet fully paid. Hours that occur before they are paid for are counted as consumed: the price of the Term does not change.

6. Prepayment gates

6.1. Customer prepays in whole Tranches, in cleared funds, by these deadlines:

6.2. Customer may pay any amount early, including Full Prepayment at signing. Fungibility and the elected rate start only on Full Prepayment. The Term runs from the Signature Date regardless, so hours that occur before they are paid for are consumed under clause 5.5 and are not restored.

6.3. Paying a gate does not oblige Customer to pay the next gate. No unpaid amount is ever overdue: there is no interest, acceleration, suspension or default for a missed gate.

6.4. If Customer misses a gate after making any payment:

• Customer keeps every hour already paid for and may reserve it until the end of its Tranche, and this Agreement expires at the end of the last Tranche with paid hours;
• Customer may make no further prepayment and can never reach Full Prepayment, so clause 7 never applies; and
• no amount becomes due, and neither party may terminate this Agreement because of the missed gate.

6.5. Hours are issued only on cleared payment, under clause 5.5. Hours not paid for are not issued.

6.6. Example, signed on 15 December 2026. The amount due at each gate is the hours due multiplied by the Hour Price:

7. Full Prepayment

7.1. On Full Prepayment, for all hours remaining in the Term:

• Fungibility. Hours may be reserved in either window up to the daily limits of Customer's election in clause 4.4.
• Elected rate. A 100% election takes effect, giving up to 24 hours per day in the elected window.
• Spending ahead. Customer may reserve more hours in a period than its current Tranche holds. As each reserved hour occurs it is drawn from the unexpired Tranche nearest to expiry, so the excess comes from future Tranches. Hours of a future Tranche consumed early do not reappear in their own month.
• Concurrency. Customer may hold Reservations on several Fleets at the same time, limited only by the Fleets we operate and their availability.

7.2. Customer's hours may be reserved on any Fleet we operate, current or future, subject to availability. This Agreement does not set the price of any further capacity Customer buys later.

8. Reservation, consumption, use and responsibility

8.1. Customer reserves hours through our website or API by a message signed with its Key, naming the Fleet, the start time and the number of hours. A Reservation exists once our system confirms it. A reserved hour on a Fleet consumes as many hours as that Fleet's Rate.

8.2. A Reservation is final once confirmed: it cannot be cancelled, moved or refunded, except under clause 11.3. Customer may not reserve more hours than its paid balance not already consumed or reserved. A reserved hour is consumed when that hour occurs, whether or not it is used, and not before. Our technical records of payments, Reservations and consumption are kept in an append-only, hash-chained ledger whose daily roots we publish, and Customer may obtain its own entries with proof that they were recorded and not altered. These records are conclusive, except for manifest error.

8.3. Customer has the exclusive right to use each reserved hour. Customer may use it, or let others use it by resale, transfer or gift through its Key and the access it controls, and may run any lawful workload on it, subject to clauses 8.9 to 8.12. Any such arrangement is made outside our system and is out of our control (clause 8.6).

8.4. We do not move, reassign, displace or interfere with a reserved hour, except under clause 8.11. A Reservation is delivered on the Fleet it was made on.

8.5. Access is by a private key held by Customer: the key of the Ethereum address Customer registers with us. It authorises Reservations and the use of each reserved hour, and Customer may issue access tokens and add signers under it. Access is automated: no notice to us, approval or waiting period. We set the technical mechanism and may change it without amending this Agreement, provided equivalent access continues. Customer bears all risk of loss or compromise of its Key; any use under the Key is Customer's use.

8.6. We keep no register of, and are not a party to, any resale or transfer of hours. We do not match, price, clear or settle such transactions, have no liability for their price or counterparties, and are never obliged to buy any hour. We do not buy back, credit or pay cash for any expiring or unused hour, at any time, for any reason.

8.7. Hours give the right to use the service only. They give no ownership of, or rights in, our company, hardware, software, models or intellectual property. They are not a deposit, loan, security or investment, and carry no expectation of profit from our efforts.

8.8. We publish live capacity in machine-readable form at the address stated in the Schedule, regenerated at least every 30 seconds. It lists each Fleet we operate, whether it is serving, and the hours open for Reservation in each window. Wherever this Agreement makes anything subject to availability, availability means the capacity that publication shows when Customer makes the Reservation.

8.9. We provide capacity only. Customer alone decides what runs on its hours. Customer is solely responsible for its workloads, the data and content it processes, the outputs it obtains, and every use made of them. We do not monitor, review or control workloads, data or outputs, and we are not responsible for them. Customer is responsible for every person who uses hours under its Key or this Agreement, including its end users, as if their acts were its own. Customer must bind anyone it resells or transfers hours to by terms no less protective of us than clauses 8.9 to 8.12, and remains responsible to us for that person's compliance.

8.10. Lawful use. Customer must comply, and must ensure that every user of its hours complies, with every law that applies to the use, including laws on export control and sanctions, personal data, intellectual property and computer misuse, and with the licence terms of any model it uses. In particular, no hour may be used to: (a) create, store or distribute unlawful content, including child sexual abuse material; (b) attack, probe or disrupt any system or network, or distribute malicious code; (c) infringe the rights of any person; (d) benefit any person, entity or country subject to sanctions of the United Nations, the Republic of Korea, the United States or the European Union, or serve any end use that export control laws prohibit, including weapons of mass destruction; or (e) interfere with a Fleet or with other customers. Customer represents that neither it nor any person that owns or controls it is subject to those sanctions. Where Customer uses its hours to provide generative AI products or services to others, Customer is their provider and bears the duties that apply to them, including the transparency and labelling duties of the Korean Framework Act on the Development of Artificial Intelligence and Establishment of Trust.

8.11. Suspension. We may suspend a Reservation or access under the Key, at once and without prior notice, where (a) a law, court or competent authority requires it, (b) we reasonably believe clause 8.10 is being breached, or (c) the use threatens the security or integrity of a Fleet or of others. We tell Customer as soon as practicable and lift the suspension when its cause ends. Hours lost to a suspension caused by the use of Customer's hours are consumed and are not credited under clause 9.2.

8.12. Customer data. Customer keeps all rights in its data and outputs. We access them only as needed to operate and secure the service, or where the law requires. Customer is responsible for the lawfulness of any personal data it processes and for keeping its own copies: we keep no backups of Customer data. We handle Customer data as stated in our published privacy policy. The Fleets and our servers are located in Seoul, Republic of Korea. We hold no Customer data beyond transient caches, which we delete within 24 hours, so nothing is returned when this Agreement ends. We tell Customer without delay of any intrusion, any leak of its information and any unannounced interruption of the service.

8.13. Priority over hourly use. Customer may reserve an hour that another customer holds under our hourly terms, if that hour starts more than 6 hours later; the hour then becomes Customer's Reservation. Customer's own Reservations are never displaced (clause 8.4).

9. Delivery obligation

9.1. This is our only performance commitment. Each reserved hour will deliver materially the same performance as measured on Customer's own workload in the 30 days that begin with Customer's first reserved hour (the Baseline). We record the Baseline at the end of that period and give Customer a copy.

9.2. Automatic credit. If a reserved hour is unavailable, or the Fleet it was reserved on is unreachable for more than 15 consecutive minutes, every reserved hour in which any part of that period falls is credited back to Customer in full and is not counted as consumed. The same applies to any period of more than 15 consecutive minutes in which Customer's workload runs below the Performance Threshold stated in the Schedule. No claim is needed: we credit from our own records. Where Customer's records show such a period and ours do not, Customer may send its records within 7 days, and we credit the hours unless our records show the Fleet was available and at or above the Performance Threshold throughout that period.

9.3. Credits are made in hours, never in cash: each affected hour is credited as one hour. We credit within 24 hours after the end of the period, to the Tranche current at that time, or to the next Tranche where fewer than 7 days remain in the current one. Credited hours expire with the Tranche they are credited to.

9.4. Credited hours are Customer's sole and exclusive remedy for any failure of performance, subject to clause 12.5.

10. Models

10.1. We offer only open-source models whose availability cannot be withdrawn by any third party. We publish the available models on the Fleet List.

10.2. The models Customer chooses from the Fleet List and names in the Schedule (the Chosen Models) remain available to Customer, on at least one Fleet, for the whole Term. Other models on the Fleet List are available while they are listed.

10.3. Model licences and outputs. Each model is third-party open-source software provided under its own licence, which Customer must comply with. Outputs are generated automatically from Customer's inputs: we do not author, review or endorse them, and we give no warranty that any output is accurate, complete, lawful, safe or fit for any purpose. Customer is responsible for evaluating outputs before relying on, publishing or acting on them.

11. No refunds and termination

11.1. Every amount paid is non-refundable and non-cancellable, except under clause 11.3. Customer may not set off, deduct, counterclaim or withhold against any amount.

11.2. Customer has no right to terminate or rescind this Agreement, for convenience or for any other reason, except the withdrawal right in clause 5.2. If a court or tribunal holds that Customer has a termination right that cannot lawfully be excluded, Customer may exercise it only if we fail to deliver reserved hours for 60 consecutive days after Customer's written notice identifying the failure, and Customer's only financial remedy is the refund in clause 11.3(c).

11.3. We may terminate this Agreement by written notice (a) if Customer materially breaches it and does not remedy the breach within 30 days after our written notice, or (b) at once, where a breach of clause 8.10 cannot be remedied, where Customer or a person that owns or controls it becomes subject to the sanctions in clause 8.10(d), or where a law, court or competent authority requires us to stop serving Customer. We may not terminate because of a missed gate.

Where this Agreement ends under clause 11.2 or 11.3:

• (a) we waive every unpaid amount, do not pursue the remainder of the Term, and cancel Reservations for hours that have not yet occurred, which count as unconsumed;
• (b) the refund basis is hours paid for minus hours consumed, at the Hour Price; and
• (c) we pay that refund within 60 days, without interest, net of any amount Customer owes us, except where a law prohibits the payment.

11.4. At the end of the Term, all unconsumed hours lapse without refund.

11.5. Clauses 2.2, 2.5, 8.6, 8.7, 8.9 to 8.12, 10.3, 11, 12, 13 and 14 survive the end of this Agreement.

12. Liability

12.1. Our aggregate liability for all causes combined is capped at the amounts we received from Customer under this Agreement in the 6 months before the event giving rise to the claim.

12.2. We are not liable for lost profit, lost data, lost opportunity, business interruption, or indirect or consequential loss, whether or not foreseeable.

12.3. Customer indemnifies us, our officers and our employees against any claim, loss, liability, fine, penalty or cost, including reasonable legal fees, arising from (a) the use of its hours by Customer, its end users or anyone it resells or transfers hours to, (b) its workloads, data, content and outputs, (c) any breach of clauses 8.9 to 8.12, or (d) any third-party claim, or investigation by an authority, connected with them. We give no reciprocal indemnity.

12.4. The service and the models are provided "as available". We give no warranty of merchantability, fitness for purpose, accuracy of outputs or uninterrupted service beyond clause 9.

12.5. Nothing in this Agreement limits or excludes liability for intentional misconduct or gross negligence, or any other liability that cannot lawfully be limited or excluded.

12.6. Clauses 12.1 and 12.2 limit our liability only. They do not limit Customer's payment obligations or its liability under clauses 2.2, 8.9 to 8.12 and 12.3.

12.7. Force majeure. Neither party is liable for a delay or failure caused by an event beyond its reasonable control, including natural disaster, fire, flood, war, terrorism, epidemic, action of a government or authority, or failure of public power or telecommunications networks. Clause 9.2 still applies to reserved hours lost to such an event and is Customer's only remedy for them.

13. General

13.1. Entire agreement. This Agreement is the whole agreement between the parties. Neither party relies on any pre-contractual statement, projection, benchmark or representation, including anything said in diligence or during Phase A, except the Baseline recorded under clause 9.1.

13.2. Amendment and waiver. Amendments must be in writing and signed by both parties. No conduct, delay or extension operates as a waiver.

13.3. Third parties. This Agreement gives no rights to anyone except the parties.

13.4. Publicity. Customer may not publicise this Agreement or our relationship without our written consent. We may refer to Customer by name and logo after Full Prepayment.

13.5. Confidentiality. Each party keeps the other's non-public information confidential for 3 years after this Agreement ends, and pricing and technical information indefinitely.

13.6. Assignment. Customer may not assign this Agreement without our written consent. Reselling or transferring hours under clause 8.3 is not an assignment. We may assign this Agreement freely, including to an acquirer or financier.

13.7. Notices. Notices under this Agreement, including any withdrawal, election or termination, must be in writing and sent to the notice address or email stated in the Schedule. Our notices may also be sent to the email address verified on Customer's account.

13.8. Business use. Customer enters into this Agreement in the course of its business and not as a consumer. Each party confirms that it has read every clause and had the opportunity to negotiate it.

13.9. Electronic signature. Either party may sign this Agreement electronically, including by a signature made with the Key, or with our signing key, over the hash of the final text. Such a signature has the same effect as a handwritten signature. The record of any negotiation of this Agreement is kept with the signed text.

14. Law, disputes and language

14.1. This Agreement is governed by the laws of the Republic of Korea.

14.2. Any dispute arising out of or in connection with this Agreement is finally settled by arbitration in Seoul under the Arbitration Rules of the Korean Commercial Arbitration Board, before a sole arbitrator, in the Korean language. Either party may apply to a competent court for interim measures.

14.3. This Agreement is executed in English and Korean. The Korean text prevails.

Schedule

Signatures

Supplier: HYOR AI Tech, Ltd.

Name: ______________________ Title: ______________________

Signature: ______________________ Date: ______________________

Customer

Name: ______________________ Title: ______________________

Signature: ______________________ Date: ______________________