1. Acceptance of Terms
These Terms of Use ("Terms") constitute a legally binding agreement between TheAI Ltd ("TheAI", "we", "us", or "our") — a private company registered in the Dubai International Financial Centre (DIFC) under DIFC Law No. 5 of 2018, with registered number 13561 and commercial license CL12361 — and the individual or legal entity ("User", "you", or "your") accessing or using our platform and services.
By creating an account, accessing our platform, or using any of our Services, you confirm that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of a legal entity, you represent and warrant that you have authority to bind that entity.
If you do not agree to these Terms, you must immediately cease all use of our Services.
2. Description of Services
TheAI Ltd provides the following cloud computing and artificial intelligence infrastructure services:
2.1. GPU Rental — Infrastructure as a Service (IaaS)
We provide access to bare, physical GPU hardware — including NVIDIA Blackwell B200 and B300 series GPUs — through unmanaged virtualized infrastructure or bare-metal server configurations. Users are solely responsible for all software configuration, maintenance, and workloads run on rented hardware. This service is billed on an hourly, weekly, or monthly basis as specified in the applicable Order Form.
2.2. Inference Rental — Platform as a Service (PaaS)
We provide serverless API endpoints that enable Users to run pre-trained AI model inference workloads without managing underlying infrastructure. Pricing is consumption-based and calculated per unit of computational volume used (e.g., per million tokens processed, per image generated, or equivalent metric). We do not access or store the content of inference inputs or outputs beyond what is strictly necessary for service delivery and security.
2.3. GPU Workload Management Software
We provide proprietary software tools for monitoring and managing GPU workloads and resolving operational issues, available on a 24/7 basis. This software is provided as part of the service subscription and is subject to the intellectual property provisions in Section 9 below.
We reserve the right to modify, suspend, or discontinue any Service (in whole or in part) at any time, with reasonable prior notice to Users where practicable, except where required for emergency security or legal compliance purposes.
3. Eligibility and Account Registration
To access our Services, you must:
- Be at least 18 years of age
- Be a duly incorporated business entity or a professional individual (our Services are not intended for personal or consumer use)
- Successfully complete our account registration and KYC/AML verification process
- Not be subject to any sanctions, export control restrictions, or legal prohibitions that would prevent you from entering into this agreement
You are responsible for maintaining the confidentiality of your account credentials. You must promptly notify us of any unauthorized access to your account. We are not liable for losses resulting from unauthorized account use where you have failed to take reasonable security measures.
4. Acceptable Use Policy
You agree to use our Services only for lawful purposes and in accordance with these Terms. You must not use the Services to:
- Train, develop, or deploy AI models or other software for purposes that are illegal, harmful, or in violation of applicable law in the UAE, DIFC, or any other applicable jurisdiction
- Conduct distributed denial-of-service (DDoS) attacks, penetration testing of third-party systems, or any form of cyberattack
- Store, process, or transmit malware, ransomware, or other malicious code
- Process, store, or transmit content that is illegal, defamatory, fraudulent, or that infringes third-party intellectual property rights
- Circumvent, disable, or interfere with security features of our platform or hardware
- Resell or sublicense access to our GPU resources without our express written consent
- Violate any UAE Federal laws, DIFC regulations, or international export control laws (including applicable U.S., EU, and UK sanctions regimes)
We reserve the right to immediately suspend or terminate access to any User who breaches the Acceptable Use Policy, without liability.
5. Fees, Billing, and Payment
Fees for the Services are as set out in the applicable pricing schedule, Order Form, or as displayed on our platform at the time of subscription.
- GPU Rental (IaaS): billed in advance on an hourly, weekly, or monthly basis
- Inference API (PaaS): billed in arrears based on actual consumption; a minimum credit top-up may be required
- All fees are exclusive of applicable taxes, including UAE Value Added Tax (VAT) at the prevailing rate
Payment is due within 30 days of invoice date, unless otherwise agreed in writing. Late payment may result in suspension of Services and interest charges at a rate per annum or the maximum rate permitted under applicable DIFC law, whichever is lower.
We reserve the right to modify pricing with 30 days written notice. Continued use of the Services after the effective date of a price change constitutes acceptance of the new pricing.
6. Data Processing and Confidentiality
Processing of personal data in connection with the Services is governed by our Privacy Policy, incorporated herein by reference. Where you submit personal data of third parties through the Services, you are the Data Controller and we act as Data Processor. A separate Data Processing Agreement (DPA) may be required. Each party agrees to keep confidential any non-public information of the other party disclosed in connection with these Terms, using at least the same degree of care it uses for its own confidential information, and not to disclose such information to third parties without prior written consent, except as required by law. We do not access, view, or process the content of your workloads, datasets, or AI models except as strictly necessary to provide the Services, ensure security, or comply with legal obligations.
7. Service Level and Availability
We aim to maintain platform availability of 99% uptime per calendar month (excluding scheduled maintenance). Our GPU Workload Management Software provides 24/7 monitoring and incident response.
Scheduled maintenance windows will be communicated with at least 48 hours notice where practicable. We are not liable for outages caused by circumstances beyond our reasonable control, including third-party data centre failures, natural disasters, or force majeure events.
8. Disclaimers and Limitation of Liability
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THEAI EXCLUDES ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
IN NO EVENT SHALL THEAI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THEAI’S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS ARISING UNDER OR IN CONNECTION WITH THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO THEAI IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9. Intellectual Property
TheAI retains all intellectual property rights in and to the Services, platform, software, documentation, and related materials. These Terms do not transfer any ownership rights to you.
You retain ownership of all data, models, and workloads you upload or process through the Services ("User Content"). By using the Services, you grant TheAI a limited, non-exclusive license to process your User Content solely to the extent necessary to provide the Services.
You must not reverse engineer, decompile, disassemble, or attempt to derive the source code of any software forming part of our Services.
10. Indemnification
You agree to indemnify, defend, and hold harmless TheAI, its officers, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to (a) your use of the Services in violation of these Terms, (b) your breach of any applicable law or regulation, (c) any User Content you process through the Services, or (d) your infringement of any third-party rights.
11. Term and Termination
These Terms commence on the date you first access our Services and remain in effect until terminated.
- You may terminate your account at any time by providing 30 days written notice. Prepaid fees are non-refundable except where you have agreed in writing.
- We may suspend or terminate your access immediately upon written notice if you breach these Terms, fail to make payment, become insolvent, or where required by applicable law.
- Upon termination, you must cease all use of the Services. We will provide you with a reasonable opportunity to export your data within 30 days of termination, after which we may delete it.
Sections 4 (Acceptable Use), 6 (Confidentiality), 8 (Limitation of Liability), 9 (IP), 10 (Indemnification), and 13 (Governing Law) survive termination.
12. Export Controls and Sanctions Compliance
You represent and warrant that your use of the Services complies with all applicable export control laws and trade sanctions, including those administered by the UAE, the United States (OFAC/EAR/ITAR), the European Union, and the United Kingdom. You must not use the Services in any manner that would cause TheAI to violate such laws.
NVIDIA GPU hardware (including B200 and B300 series) is subject to US export control regulations. You acknowledge that access to our hardware may be subject to US BIS licensing requirements depending on your jurisdiction and end use.
13. Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of the Dubai International Financial Centre (DIFC), without regard to conflict of law principles.
Any dispute, controversy, or claim arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the DIFC Courts.
14. General Provisions
- Entire Agreement: These Terms, together with the Privacy Policy and any applicable Order Forms, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements and understandings.
- Amendments: We may update these Terms at any time. Material changes will be communicated with at least 30 days notice. Continued use after the effective date constitutes acceptance.
- Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.
- Waiver: Failure to enforce any provision shall not constitute a waiver of the right to enforce it in the future.
- Assignment: You may not assign or transfer any rights or obligations under these Terms without our prior written consent. We may assign our rights to an affiliate or in connection with a merger or acquisition.
- Force Majeure: Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control.
- Language: These Terms are executed in English. In case of any conflict between an English version and any translation, the English version shall prevail.
15. Contact Information
For questions about these Terms, please contact our Legal Department:
TheAI Ltd
Innovation One, Level 3, IH-00-01-03-OF-05
Dubai International Financial Centre (DIFC), Dubai, UAE