GPU Service Level Agreement

This Service Level Agreement (the SLA) is issued by GPU SLAX Exchange (the Exchange) in two mirrored instruments for each filled trade: a buy-side SLA in favour of the organisation that holds the contract (the Holder) and a sell-side SLA binding the organisation that committed the capacity (the Provider).

The Exchange sits between the two sides. The Holder's counterparty on paper is the Exchange, and the Exchange's counterparty is the Provider. The commercial terms of both instruments are identical apart from the exchange fee, which is shown before confirmation and is the margin between the two.

Each SLA carries a public identifier, the ticker it was traded on, the quantity in GPUs, the contract price in USD per GPU-hour, the term in whole years, and the notional and deposit amounts computed at fill.

A ticker is a GPU model paired with a term, for example GB300-1Y. Each ticker specifies the GPU model, the form factor (for NVL72 tickers a full liquid-cooled rack of 72 GPUs), the lot size and minimum quantity in GPUs, and a short specification sheet.

Quantity is quoted in GPUs. Seventy-two GPUs equals one NVL72 rack. Smaller tickers trade in blocks of eight.

Hours for the term are fixed at 8,760 per GPU per contract year. Notional equals price multiplied by quantity multiplied by hours. The per-day cost of the block equals price multiplied by quantity multiplied by 24.

From the Active Date the Provider shall make the contracted GPUs available to the Holder as dedicated bare-metal capacity meeting the specification sheet of the ticker.

Target monthly availability is 99.5 percent measured per rack over each calendar month, excluding scheduled maintenance windows notified at least 72 hours in advance and capped at eight hours per month.

Interconnect, storage and power characteristics are those stated on the specification sheet and confirmed in the Holder's deployment requirements at activation. Where a value on the specification sheet is a range, the Provider commits to the lower bound.

• Availability below 99.5 percent but at or above 99.0 percent in a month: service credit of 10 percent of that month's charge for the affected rack.
• Availability below 99.0 percent but at or above 95.0 percent: service credit of 25 percent.
• Availability below 95.0 percent: service credit of 50 percent and a right for the Holder to escalate under section 8.

The term is the number of whole years stated in the ticker. It starts on the Active Date, which is the date the Exchange records proof of SSH access under section 6, and ends on the anniversary matching the term.

Before the Active Date the SLA is a contract right held on the Exchange. It can be resold under section 7 or activated under section 6. It does not accrue charges until the Active Date.

The contract price is fixed in USD per GPU-hour for the whole term. Billing is take-or-pay on all contracted GPU-hours from the Active Date, invoiced monthly in arrears, payable within 30 days.

At the time of the trade the Holder's deposit, equal to 20 percent of notional, moved from the Holder's exchange wallet into escrow. The deposit is governed by the Deposit and Escrow Terms and is released to the Provider on the Active Date. It is applied against the final invoices of the term unless the parties agree otherwise in the activation documents.

The exchange fee of 50 basis points of notional was charged to the taker at fill and is not part of this SLA.

The Holder requests activation through the Exchange, confirming region and deployment requirements. The Exchange reviews the account, verification status and funds, then sends the document bundle for execution.

After execution the Provider deploys the capacity. The expected deployment window is stated in the activation record and is typically eight to ten weeks for a full rack.

The Active Date is the date the Holder's authorised engineer confirms interactive SSH access to every contracted node and the Exchange records that confirmation. Escrow is released on that record. Every step is logged and visible to both sides.

While the SLA is in the Issued state it can be listed as an ask on the same ticker. A fill transfers the SLA to the new holder, moves the escrowed deposit accordingly and prints the trade in the public ledger.

The Provider's obligations are unchanged by a resale. The Provider is notified of the new holder's identity after the transfer settles.

Service credits under section 3 are the Holder's primary remedy for availability shortfalls. Credits are applied to the next invoice.

If availability falls below 95.0 percent in two consecutive months, or if the Provider fails to reach the Active Date within 60 days of the expected date, the Holder may terminate the SLA on notice. On termination for Provider default the escrowed deposit, if not yet released, returns to the Holder in full.

If the Holder fails to pay an undisputed invoice within 30 days of a second notice, the Provider may suspend service. Suspension does not stop the take-or-pay obligation.

This SLA is read together with the Master Services Agreement and the Deposit and Escrow Terms. Where they conflict, the SLA governs on service levels and price, the MSA governs on everything else.

Governing law, venue and dispute resolution are set out in the MSA.

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