Master Services Agreement

This Master Services Agreement (the MSA) governs an organisation's use of the GPU SLAX exchange, the wallet and escrow facilities, and every SLA issued to or by that organisation through the exchange.

By creating an organisation on the exchange the person doing so confirms they are authorised to bind it.

An organisation holds one account type: Provider, Buyer or Trader. Buyers post bids, including bids created from a request for quote, and take asks. Providers post asks once the Exchange has whitelisted them after know-your-business review and proof of GPU capacity or funds. Traders bid and may resell SLAs they hold.

An organisation may post orders as soon as it holds an account. An order is verified when the Exchange has verified the organisation's funds against supporting proof and recorded the amount; unverified orders are shown on the book as such and are excluded from matching until they are verified. Asks are accepted only from the house and from whitelisted sellers. The Exchange may re-verify at any time and may suspend an account pending review.

Each organisation has an exchange wallet with three balances: available, locked and escrow. Funds arrive through the bank rail described in the Deposit and Escrow Terms. Every movement writes a row in the public hash-chained ledger.

Placing a bid locks 20 percent of its notional. Cancelling a bid unlocks the remainder. A fill moves the locked deposit into escrow and charges the exchange fee to the taker.

Orders are firm. A bid that crosses the best ask fills at the resting price. Partial fills settle in lot increments. Orders never fill against the same organisation.

Organisations shall not post orders they do not intend to honour, coordinate with others to move the printed price, or misrepresent capacity, funds or identity. The Exchange may cancel orders and unwind trades that breach this section and will record every such action in the audit log.

The exchange fee is 50 basis points of notional charged to the taker at fill. The fee is shown before confirmation and recorded in the ledger. The Exchange may change the fee for future trades with 30 days notice on the site. Referral credit is a fixed share of collected fees and is shown on the referrals page.

On fill the Exchange generates the standard document bundle for the SLA: buy-side SLA, sell-side SLA, this MSA and the Deposit and Escrow Terms. The bundle is versioned and stored with the SLA.

At activation the bundle is executed through the e-signature provider. Until real signature rails are connected the Exchange records mock execution and marks it as such.

Resting orders and listings show the counterparty as an anonymised vetted handle. Identities are revealed to the two sides of a trade after settlement and to the Exchange at all times.

Each party keeps the other's non-public commercial information confidential and uses it only to perform under this MSA and the SLAs.

The Exchange operates the venue, holds escrow and issues paper. It does not operate hardware and does not guarantee delivery of capacity beyond the escrow and remedy mechanics described in the SLA.

Neither party is liable to the other for indirect or consequential loss. Each party's aggregate liability under this MSA is capped at the fees paid to the Exchange in the twelve months before the claim, except for fraud, wilful default or breach of confidentiality.

Governing law and venue are to be confirmed by counsel. The working draft proposes the laws of the State of Delaware and binding arbitration seated in New York under commercial rules, with the ledger record admissible as evidence of every balance movement.

The Exchange may update this MSA with 30 days notice on the site. Updates apply to orders placed after the effective date. Existing SLAs stay on the version attached to them.

This is a draft template for discussion. It has not been reviewed by counsel and is not legal advice.