Individual Participation Agreement

This Individual Participation Agreement (the “Agreement”) is entered into between Onysoft Veri Merkezi Sistemleri Yazılım Sanayi ve Ticaret A.Ş. (“Onysoft”), located at İTOB OSB Mah. 10032 Sk. No: 2 İç Kapı No: Z13, 35470 Menderes / İzmir, tax office Menderes Vergi Dairesi, tax ID 6440947328, and the natural person whose individual application to the Onysoft GPU Sharing Program has been approved by Onysoft (the “Participant”). Onysoft and the Participant are together referred to as the “Parties” and each as a “Party”.

The Participant is a natural person who is at least 18 years old, has full legal capacity and holds a valid Onysoft AI Gateway account opened in their own name at https://api.onysoft.com. The Participant declares that the application is made on their own behalf and from their own account.

Participation on behalf of a company, public body, university, foundation, association or other legal entity, or with such an entity's devices, is only possible under the Corporate Participation Agreement, not under this Agreement.

Unless expressly stated otherwise, the following terms used in this Agreement and its accompanying documents have the meanings given below:

1. (a)Program: the Onysoft GPU Sharing Program operated by Onysoft, which enables participants to run open-source AI models on their own computers.
2. (b)Program Software: the Onysoft AI Gateway Node desktop program developed and distributed by Onysoft, including its updates.
3. (c)Device: the computer on which the Participant installs the Program Software and which is paired with the Account.
4. (d)Account: the Participant's Onysoft AI Gateway user account at https://api.onysoft.com.
5. (e)Dashboard: the user dashboard accessed by signing in to the Account.
6. (f)Pairing: linking a Device to the Account by confirming, in the Dashboard, the one-time device code displayed by the Program Software.
7. (g)Device Access Key: the secret key issued to the Device upon Pairing, which allows the Device to identify itself to Onysoft servers.
8. (h)Model: an open-source or open-weight AI model developed by third parties and subject to its own licence, run on the Device by the Program Software.
9. (i)Runtime: the open-source llama.cpp software that runs Models on the Device.
10. (j)Sharing: the Program Software keeping the Device's hardware resources available to run Jobs.
11. (k)Sharing Intensity: the Low, Balanced or High resource usage level selected by the Participant in the Program Software.
12. (l)Job: a single AI request processed by a Model on the Device, and the response produced for it.
13. (m)Own Use: Jobs that the Participant sends from their own Account to their own Device through the Onysoft AI Gateway web chat or API.
14. (n)Test Job: a Job sent to the Device by Onysoft for verification, quality measurement or troubleshooting.
15. (o)Customer Routing: routing requests of Onysoft customers to participant devices. This feature is disabled on the effective date of this Agreement.
16. (p)Additional Protocol: a separate agreement that the Parties may accept in the future to govern Customer Routing, revenue sharing or similar matters.
17. (q)Program Documents: this Agreement together with the GPU Sharing Program Privacy Notice (KVKK), the Acceptable Use Policy and the Technical Conditions and Security Policy.

The subject of this Agreement is to set out the conditions under which the Participant uses the Program Software on their Device, shares the Device's hardware resources within the Program and benefits from Own Use, and the rights and obligations of the Parties.

The Acceptable Use Policy and the Technical Conditions and Security Policy form an integral part of this Agreement. The GPU Sharing Program Privacy Notice (KVKK) is informative and explains how the Participant's personal data is processed.

The Terms of Use at https://api.onysoft.com/terms also apply to the Participant's Account and to the general use of Onysoft AI Gateway services. In matters concerning the Program, this Agreement prevails over the Terms of Use in case of any discrepancy.

This Agreement does not create an employment, partnership, joint venture, agency, dealership or representation relationship between the Parties. The Participant has no authority to act on behalf of Onysoft or to bind Onysoft towards third parties.

Applications are made through the application form in the Dashboard after signing in to the Account. The Participant agrees that the information provided in the form is accurate, complete and up to date, and that they will inform Onysoft via the Dashboard or e-mail of any change.

During the application, the Participant is asked to confirm this Agreement and the Program Documents. At the moment of confirmation, the identifier and version of each confirmed document, the date and time, the IP address and the browser information are recorded electronically. The Parties agree that these records may be used as evidence of the conclusion of the Agreement and of the confirmed text.

Onysoft reviews the application within a reasonable period and may request additional information or documents. The status of the application (pending, under review, information requested, approved or rejected) is shown in the Dashboard, and status changes may be notified to the e-mail address registered in the Account.

Onysoft has the right not to accept an application for reasons such as the Program's capacity, security and quality. If an application is rejected, Onysoft shares the reason where possible. A rejected applicant may reapply if circumstances change.

The Agreement is concluded when Onysoft approves the application. Approval authorises the Participant to download the Program Software from the Dashboard and to pair their Device with their Account. Accounts without an approved application cannot pair Devices.

Approval is specific to the Account that applied; it cannot be transferred, rented out or made available to another account or person.

On the effective date of this Agreement, the Program Software runs on Windows 10 and Windows 11 (64-bit) and on macOS computers with Apple Silicon processors. Hardware and connection requirements are described in the Technical Conditions and Security Policy.

The Program Software runs Models on the Device through the Runtime. Models serve only on a local address (127.0.0.1) that is reachable from within the Device itself.

The Device does not open any port for incoming connections; no modem or firewall configuration is required. The Program Software only establishes encrypted (HTTPS) connections from the Device to Onysoft servers and receives Jobs over that connection.

Pairing is performed by confirming in the Dashboard the device code shown by the Program Software, which is valid for a limited time. The Device Access Key issued upon Pairing is stored in the operating system's secure store on the Device (Keychain on macOS, the per-user data protection facility on Windows); Onysoft servers only keep an irreversible hash of this key.

The Runtime is downloaded from GitHub and Models from Hugging Face directly to the Device, without passing through Onysoft servers. The Program Software downloads only over encrypted connections (HTTPS) and verifies every downloaded file against the SHA256 hash published by Onysoft; if the hash does not match, the file is not used.

The Program Software may suggest Models suited to the Device's hardware. The Participant decides which Models to install; Model files are not downloaded without the Participant's approval.

The Participant may use the Models ready on their Device for Own Use through the Onysoft AI Gateway web chat or API with a model name of the form “node/<device id>”. Such requests are routed only to the Participant's own Device and are not charged. Requests and responses are relayed through Onysoft servers and recorded as described in the GPU Sharing Program Privacy Notice (KVKK).

Onysoft may send Test Jobs to the Device to verify that the Program works correctly, to measure performance or to troubleshoot. The content of Test Jobs is determined by Onysoft and prepared so as not to contain personal data.

On the effective date of this Agreement, requests of Onysoft customers are not routed to any participant device. If Onysoft decides to enable Customer Routing in the future, content safety, confidentiality, personal data protection, service terms and any revenue sharing will be governed by a separate Additional Protocol. No customer request will be routed to the Participant's Device unless the Participant has expressly accepted the Additional Protocol.

Devices running only on the processor (CPU) instead of a graphics card may be used for Own Use and Test Jobs; even if Customer Routing is enabled, no customer requests are sent to such devices.

The Participant may set the Sharing Intensity to Low, Balanced or High, turn Sharing off in the Program Software at any time, close the Program Software, or remove the Device's link with the Account using the sign-out function in the Program Software. On sign-out the Device Access Key is deleted from the Device and the Program Software asks for the key to be invalidated on the Onysoft side; if there is no internet connection at the time of sign-out, this request may not reach Onysoft. In that case the Participant may request the removal of the Device from the account by writing to info@onysoft.com.

To start Sharing, the Device's hardware tier and internet connection must meet the minimum conditions set out in the Technical Conditions and Security Policy. Connection measurement (speed test) is performed only against Onysoft's own servers.

Program Software updates are not installed automatically; the Program Software notifies the Participant of a new version and updates are made by downloading from the Dashboard. On versions below the minimum supported version announced by Onysoft, Sharing is not started and no Jobs are assigned to such devices.

The Program Software only reads the hardware and system information necessary for its operation and keeps its data in its own folder. It does not access documents, photos or similar personal files on the Device and does not send them to Onysoft; it does not give Onysoft the ability to run remote commands on, or access files of, the Device.

The Participant agrees and undertakes, throughout the term of the Agreement, to:

1. (a)install the Program Software only on Devices they own or have the right to use, and not on devices belonging to their employer, school, a public body or another person without the owner's express permission;
2. (b)use the Program Software and their Account within the Program in accordance with applicable law, this Agreement and the Acceptable Use Policy;
3. (c)keep the Device's operating system and security updates current, protect the Device against malware with reasonable measures and fulfil the security responsibilities set out in the Technical Conditions and Security Policy;
4. (d)not modify, decompile (except where mandatory law permits), repackage or distribute the Program Software to third parties, and use only the version downloaded from the Dashboard;
5. (e)not send Onysoft false information about hardware, connection speed, Model status or Job results, and not attempt to detect, block or treat Test Jobs differently;
6. (f)keep the Device Access Key, device codes and Account credentials confidential, and not copy them to another device or share them with third parties;
7. (g)comply with the licence terms of the Models run on their Device;
8. (h)operate the Device under the conditions recommended by its manufacturer with adequate ventilation, and choose a Sharing Intensity appropriate to the Device's thermal and power condition;
9. (i)check that their contract with their internet service provider, including quota and fair use terms, permits the data usage involved in the Program;
10. (j)sign out of the Program Software before selling, transferring or disposing of the Device, and report the loss or theft of the Device to info@onysoft.com without delay.

The Participant is responsible for the content they send for Own Use and for the lawful processing of any third-party personal data contained in it. The Participant is expected not to include special categories of personal data in such content unless necessary.

Throughout the term of the Agreement, Onysoft:

1. (a)provides the Program Software and its updates through the Dashboard, with the version, size and SHA256 hash of each file;
2. (b)takes technical and organisational measures considered reasonable in the industry for the security of the Program infrastructure;
3. (c)processes the Participant's personal data in accordance with Law No. 6698 on the Protection of Personal Data (“KVKK”) and the GPU Sharing Program Privacy Notice (KVKK);
4. (d)does not use personal data in Test Jobs;
5. (e)notifies changes to the Program Documents as provided in this Agreement;
6. (f)provides a contact channel for Program questions and support requests via the Dashboard and info@onysoft.com.

Onysoft does not undertake that the Program will be offered uninterrupted for any particular period, that the Program Software will be compatible with all hardware, or that any particular number of Jobs will be sent to the Device.

Participation in the Program is free of charge. Onysoft does not charge the Participant for the Program Software, Pairing or Own Use.

This Agreement provides no payment, revenue share, credit, balance, discount or other consideration to the Participant. Onysoft makes no promise of any earnings or income to the Participant within the Program.

If Onysoft decides in the future to offer participants revenue sharing or other consideration, its terms will be governed by a separate Additional Protocol and will apply only to Participants who expressly accept it. A Participant who does not accept the Additional Protocol may continue in the Program under the terms of this Agreement or terminate the Agreement.

The fact that Own Use is free of charge does not create any balance, credit or discount entitlement for other paid Onysoft AI Gateway services.

The Participant acknowledges the electricity consumption, internet and data usage, disk space required for Model files (from a few gigabytes to tens of gigabytes depending on the Model), and the heating, wear and performance degradation that may occur in the hardware within the Program, and accepts that the resulting costs and risks are their own. Onysoft does not bear these costs.

The Participant is advised to start Sharing at Low intensity, to keep laptops plugged in, not to block the Device's ventilation and to turn Sharing off if the Device's temperature rises abnormally.

The Participant is responsible for backing up important data before installing the Program Software. The Program Software does not write to files outside its own folder; however, as with any software, unexpected errors cannot be entirely excluded.

Because the Program Software does not carry an operating system code signature, the operating system may show a warning at first launch. The Participant should download the Program Software only from the Dashboard and compare the file's SHA256 hash with the value published in the Dashboard. Onysoft is not responsible for damage resulting from copies obtained from other sources.

All intellectual and industrial property rights in the Program Software belong to Onysoft. Onysoft grants the Participant a personal, non-exclusive, non-transferable and non-sublicensable licence to use the Program Software only during the term of this Agreement and for the purpose of the Program.

Open-source components included in the Program Software (including the Runtime) are subject to their own licences; this Agreement does not restrict rights arising from those licences.

Models are subject to the licences determined by their developers. Onysoft does not own the Models, and this Agreement grants the Participant no licence or other right in the Models. Model licence terms are further explained in the Acceptable Use Policy.

Onysoft does not claim ownership of the content the Participant sends or the outputs they receive in Own Use.

The Participant may not use Onysoft's trade name, trademarks or logos without Onysoft's written permission; stating that they participate in the Program is not covered by this restriction.

Onysoft is the data controller for the Participant's personal data within the Program. Which data is processed, for which purposes and on which legal grounds, to whom it is transferred, how long it is kept and the Participant's rights are explained in the GPU Sharing Program Privacy Notice (KVKK).

Participation in the Program is not conditional on explicit consent under KVKK. If Onysoft wishes to carry out processing based on explicit consent in the future, it will present this separately from the Agreement and on an optional basis; not giving consent does not affect participation in the Program.

If Customer Routing is enabled, the roles, responsibilities and security obligations regarding customer data processed on participant devices will be governed separately by the Additional Protocol.

The Participant keeps confidential the non-public technical information, configurations and commercial information of Onysoft learned within the Program and does not use them outside the Program.

If the Participant discovers a security vulnerability in the Program Software or the Program infrastructure, they report it to info@onysoft.com before disclosing it publicly and give Onysoft a reasonable period to fix it.

Onysoft keeps the Participant's information confidential in accordance with KVKK and this Agreement; requests of legally authorised persons and authorities are reserved.

The obligations in this section survive the termination of the Agreement.

The Program is provided free of charge and “as is”. Onysoft does not warrant that the Program Software will operate error-free or uninterrupted, that it will be fit for a particular purpose, or that the Participant will achieve any particular result.

Onysoft is not liable for indirect damages, loss of profit, loss of data, business interruption, or electricity, internet and hardware expenses arising from the Participant's participation in the Program.

The limitations in this section do not apply to Onysoft's intent or gross negligence, to damage to life or health, or to cases in which mandatory rules of law do not permit limitation of liability.

The Participant is liable for third-party claims brought against Onysoft, and for damage suffered by Onysoft, due to the Participant's culpable conduct in breach of this Agreement, the Acceptable Use Policy or the law.

The Agreement is concluded for an indefinite term.

The Participant may terminate the Agreement at any time, without giving reasons and free of charge, by signing out of the Program Software and notifying info@onysoft.com or via the Dashboard. The Participant may also uninstall the Program Software from their Device.

Onysoft may terminate the Agreement or end the Program by giving at least 15 days' notice.

Onysoft may suspend the Participant's access to the Program without prior notice or terminate the Agreement with immediate effect in the following cases:

1. (a)breach of this Agreement, the Acceptable Use Policy or the Technical Conditions and Security Policy;
2. (b)reasonable suspicion that the security of the Device or the Account has been compromised;
3. (c)discovery that false information was provided in the application;
4. (d)a request of competent authorities or a legal requirement;
5. (e)closure or suspension of the Participant's Onysoft AI Gateway account.

Upon suspension or termination, the Device Access Key is invalidated, Sharing is stopped and no Jobs are sent to the Device. If the Participant's Onysoft AI Gateway account is closed, this Agreement ends automatically.

Upon termination, the licence to use the Program Software also ends and the Participant uninstalls it from the Device. Model files downloaded to the Device may remain with the Participant subject to their own licences. Onysoft keeps the Participant's personal data for the periods stated in the GPU Sharing Program Privacy Notice (KVKK) and deletes, destroys or anonymises it at the end of those periods.

Termination does not affect rights and obligations that arose before the termination date, or provisions that by their nature must survive termination (including confidentiality, liability and dispute resolution).

Onysoft may amend this Agreement and the Program Documents in line with technical, legal or commercial developments in the Program. With each change, the document's version number and effective date are updated and earlier versions are shown in the version history.

All changes unfavourable to the Participant are notified to the e-mail address registered in the Account and via the Dashboard at least 15 days before they take effect. For material changes, Onysoft may ask for the new version to be confirmed in the Dashboard and may stop Sharing until it is confirmed.

A Participant who does not accept a change may terminate the Agreement free of charge as provided in this Agreement.

In compelling cases such as fixing a security vulnerability or a change in legislation, a change may take effect immediately upon notification.

The document versions confirmed by each Participant are kept on record; publication of a new version does not change the fact that the earlier version was in force on the date it was confirmed.

Natural disasters, epidemics, war, terrorism, strikes, general power or internet outages, cyber attacks, outages caused by infrastructure or service providers, decisions of competent authorities and similar events beyond the reasonable control of the Parties constitute force majeure.

During force majeure, the affected obligations of the Parties are suspended. If force majeure lasts longer than 60 days, either Party may terminate the Agreement by notice.

Notices from Onysoft to the Participant are sent to the e-mail address registered in the Account or published in the Dashboard. Where an e-mail notice cannot be delivered, the notice is also published in the Dashboard. The Participant is responsible for keeping their e-mail address up to date.

Notices from the Participant to Onysoft are sent by e-mail to info@onysoft.com or in writing to İTOB OSB Mah. 10032 Sk. No: 2 İç Kapı No: Z13, 35470 Menderes / İzmir.

This Agreement is governed by the laws of the Republic of Türkiye.

Where the Participant qualifies as a consumer under Law No. 6502 on Consumer Protection, the Participant's right to apply, within the monetary limits, to the Consumer Arbitration Committees and Consumer Courts at their place of residence or where the transaction took place is reserved.

For other disputes, the competent courts and enforcement offices are determined under the general jurisdiction rules of the Code of Civil Procedure; where the Participant is a merchant, the Courts and Enforcement Offices of İzmir have jurisdiction.

If any provision of this Agreement is held invalid, the validity of the other provisions is not affected; the invalid provision is deemed replaced by the valid provision closest to its purpose.

The Participant may not assign their rights and obligations under this Agreement to third parties without Onysoft's written consent. Onysoft may assign the Agreement to its successor in cases such as merger, demerger or transfer of business, by notifying the Participant.

A Party's failure or delay in exercising a right does not constitute a waiver of that right.

This Agreement and the Program Documents constitute the entire agreement between the Parties on its subject matter. If an Additional Protocol is accepted, its provisions apply to the matters it governs.

This Agreement enters into force, in the confirmed version, on the date on which the Participant confirms it electronically in the Dashboard and Onysoft approves the application.

This Agreement has been drawn up in Turkish. Translations into other languages are for information only; in case of discrepancy the Turkish text prevails.