1. Structure
This agreement sets the standing terms below plus the Service Levels summary (Appendix A). It sets the rules but commits no capacity on its own. Each actual purchase is documented in a separate Order Form that states product, quantity, term, and price. If an Order Form conflicts with these terms, the Order Form controls.
2. Services
Ito will make available the compute capacity described in each Order Form. A product is fixed basket capacity, meaning a defined allocation of GPU or compute resources at one price for the agreed term.
Services may include reserved, dedicated, marketplace, or basket capacity; a fixed term of 30 or 90 days or 3 to 12 months; availability commitments; draw-on-demand access within the Order Form’s maximum concurrent capacity and notice window; optional buyback or reallocation; usage and incident reporting; and onboarding and interruption support.
Ito may source from any third-party infrastructure, cloud, bare-metal, marketplace, reserved, spot, or OTC arrangement, and may reserve capacity, rent idle inventory on a preemptible basis, source replacements, or hedge residual exposure. Those mechanics are Ito’s own. They give no interest in Ito’s capacity, hedges, rental revenue, margin, or basis unless an Order Form says otherwise. Ito remains responsible for the customer-facing commitments in this agreement, subject to the exclusions in Section 8.
3. Pricing
pays a fixed contract price for the agreed product over the agreed term. The price is set before the term begins and does not change during the term for ordinary movement in spot, reserved, forward, or indexed compute costs.
Fixed Contract Price = Reference Capacity Cost + Ito Premium + Basis/Hedge Reserve + agreed pass-throughs.
Ito sets the Premium and Reserve for each Order Form based on term, capacity type, basket composition, provider concentration, volatility, draw flexibility, substitution constraints, payment terms, hedge cost, and target margin. Ito is not required to disclose its procurement, hedging, supplier, or pricing model unless an Order Form says so.
Before a price is locked by written confirmation, Ito may refresh these inputs until 72 hours before the start date. Once locked, the price holds for the term except for: customer-requested changes; usage outside the Order Form; draw above the maximum or outside the window; narrowing an any-chip sleeve to specific SKUs; reserved taxes or pass-throughs; force majeure or provider restrictions; or mutual written amendment.
Renewal is not automatic and reprices at the then-current Reference Capacity Cost, Premium, and Reserve. The Premium and Reserve are not reduced because Ito later sources cheaper, rents idle inventory, or hedges favorably, unless the Order Form provides a sharing mechanism.
4. Availability and delivery
Ito will use commercially reasonable efforts to provide the contracted product during the service period, targeting 99.99% monthly availability unless the Order Form states otherwise.
Availability means the contracted product is materially available to access and use after any applicable draw-notice, provisioning, or access window, excluding the events in Section 9. For a fixed-SKU order, availability is measured against the specified SKU and capacity. For an any-chip order, it is measured against Ito’s ability to provide materially usable capacity from the eligible sleeve. The SLA does not require that every request be served by the newest, cheapest, or customer-preferred type in the sleeve unless the Order Form says so.
Substitution. Where an order permits any-chip delivery, Ito may satisfy a request with any eligible type materially compatible with the workload constraints stated in the Order Form, and may rotate across types, route to lowest cost, or source spot, reserved, or term capacity. A later requirement for a specific SKU, region, provider, tenancy, compliance posture, or performance profile not stated in the Order Form may require repricing or a new Order Form. If exact capacity becomes unavailable, Ito may provide materially comparable substitute capacity; a material change in type, region, capacity, or performance will be documented in writing, and materially worse substitution with no exclusion may trigger a refund under Section 6.
Draw and idle recall. If Ito has rented idle capacity preemptibly, it must preserve the ability to recall or substitute within the Order Form’s window. No SLA failure occurs merely because capacity was idle, rented, or reallocated before a valid draw request, provided Ito delivers within the agreed window. A failure may occur if, after a valid request and the window, Ito does not deliver and no exclusion applies.
Maintenance. Ito will use commercially reasonable efforts to give 48 hours notice of scheduled maintenance likely to affect . Emergency maintenance may proceed without notice where needed for security, provider requirements, or workload protection.
5. Support
Ito provides support for access, availability, and service-affecting incidents through Slack / email / portal.
| Tier | Example | Initial response | Update cadence | Workaround target |
|---|---|---|---|---|
| P1 Critical | Product unavailable for production after the draw/provisioning window | 30 min | 60 min | 4 hours |
| P2 Material degradation | Partial unavailability, instability, materially worse substitute | 2 hours | 4 hours | 1 business day |
| P3 Non-critical | Reporting, config, account, non-urgent support | 1 business day | as needed | reasonable efforts |
| P4 Admin/commercial | Renewal, buyback, basket or SKU change | 2 business days | — | — |
6. Refund for failure
If Ito fails to meet the availability target in a service period, gets its money back for that period. Ito will refund, or credit against the next invoice, the fees paid for the affected capacity for the service month / measurement period in which the target was missed. For any-chip orders, this applies only to the units or capacity that were unavailable after a valid draw request and the agreed window.
This refund is ’s sole and exclusive remedy for a missed availability target, except for confidentiality, payment, indemnity, fraud, willful misconduct, or liabilities that cannot be limited by law. It is limited to the fees paid for the affected capacity and does not reference Ito’s hedge, rental, basis, margin, or funding results, or ’s trading losses.
must claim within 30 days of the affected period, with dates, affected capacity, and evidence. Ito will refund or credit within 15 business days.
7. Payment
Per the Order Form: deposit on signature, balance by start date, remainder monthly / net 15. Late payment may suspend service after 5 business days notice. covers taxes and processing fees unless included in the price. Where Ito must prepay or reserve upstream capacity, the deposit will cover Ito’s committed exposure, including reservation, minimum-term, and unwind risk. is not responsible for Ito’s margin, option premia, hedge losses, or funding costs except as priced into the contract.
8. Exclusions and acceptable use
SLA commitments do not apply to: scheduled or emergency maintenance; customer software, model, workload, network, credential, or data issues; usage or capacity outside the Order Form; draw above the maximum or outside the agreed window; customer-requested SKU, provider, region, or compliance narrowing not in the locked Order Form; upstream provider outages beyond Ito’s reasonable control, except as covered by its substitution duty; force majeure; and suspension for nonpayment or prohibited use.
may not use the services for illegal or sanctioned activity, malware or network attacks, workloads that breach upstream provider policies, regulated or personal data unless approved in the Order Form, or resale outside the agreed process.
9. Data and confidentiality
Each party protects the other’s confidential information with at least reasonable care. Unless an Order Form says otherwise, Ito does not host or back up data, and will not place regulated, personal, or sensitive data in any environment unless the Order Form confirms the required compliance terms. Any DPA, HIPAA addendum, SOC 2 report, region, or tenancy requirement must be in the Order Form before start.
10. Term, termination, and liability
The agreement runs until all Order Forms end. Either party may terminate for material breach uncured within 15 days of written notice. Ito may suspend or terminate affected services for nonpayment after 5 business days notice.
Because Ito prepays and risk-manages capacity, may not terminate an Order Form for convenience unless the Order Form allows it. Where allowed, the termination payment covers used capacity, committed upstream and reservation costs, idle-rental or unwind costs, and Premium and Reserve earned through termination.
Except for excluded claims (payment, confidentiality, fraud, willful misconduct, indemnity, and liabilities that cannot be limited by law), each party’s total liability is capped at the fees paid under the affected Order Form in the prior 12 months. Neither party is liable for indirect, incidental, consequential, or punitive damages, or for lost profits, revenue, data, hedge losses, or trading profits.
11. General
The services are provided “as is” and “as available.” Ito does not warrant uninterrupted or error-free service. is responsible for validating workload fit.
Any material change to capacity, term, product type, SKU, sleeve, draw terms, price, premium, reserve, service level, or payment must be in writing; a signed Order Form or authorized email is sufficient.
Governing law: Delaware / New York. Notices: Ito, 85 Broad St, 17-071, New York, NY 10004.
Appendix A — Service levels
| Metric | Target | Measured by | Key exclusions |
|---|---|---|---|
| Availability of contracted product | 99.99%, monthly/term | Ito logs, provider logs, access logs, valid draw requests | maintenance, customer-caused issues, out-of-window or over-max draw, force majeure, capacity outside the Order Form |
| Basket fulfillment | Fixed basket capacity materially available within the agreed window | valid draw request, Ito allocation records, written substitution notices | undisclosed workload constraints, overdraw, provider restrictions outside Ito’s control |
| Support response | P1 30 min, P2 2 hours, P3 1 business day | first substantive response by qualified Ito personnel | — |
| Substitute capacity | Commercially reasonable substitute where exact capacity is unavailable and the Order Form permits it | written substitution notice, customer confirmation where practical | — |