Corporate Participation Agreement

1. Parties

1.1

This Corporate 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 legal entity or public body whose corporate application to the Onysoft GPU Sharing Program has been approved by Onysoft (the “Organisation”). Onysoft and the Organisation are together referred to as the “Parties” and each as a “Party”.

1.2

The Organisation may be a commercial company, a public institution, a university or research institution, a foundation, an association or another legal entity. The Organisation's name, tax number, tax office and address are as declared in the application form.

1.3

The natural person who makes the application on behalf of the Organisation through the Dashboard (the “Authorised Person”) is the person who uses the Organisation's Onysoft AI Gateway account and is authorised to bind the Organisation to this Agreement.

2. Definitions

2.1

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: each computer or server on which the Organisation installs the Program Software and which is paired with the Organisation Account.
4. (d)Organisation Account: the Onysoft AI Gateway account at https://api.onysoft.com from which the application was made.
5. (e)Dashboard: the user dashboard accessed by signing in to the Organisation Account.
6. (f)Organisation Staff: the Organisation's employees, interns, consultants and contractors who install or manage the Program Software or use the Devices for Own Use.
7. (g)Pairing: linking a Device to the Organisation Account by confirming, in the Dashboard, the one-time device code displayed by the Program Software.
8. (h)Device Access Key: the secret key issued to the Device upon Pairing, which allows the Device to identify itself to Onysoft servers.
9. (i)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.
10. (j)Runtime: the open-source llama.cpp software that runs Models on the Device.
11. (k)Sharing: the Program Software keeping the Device's hardware resources available to run Jobs.
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 sent from the Organisation Account to the Organisation's own Devices 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 written agreement that the Parties may accept in the future to govern Customer Routing, service levels, revenue sharing, invoicing 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.

3. Subject and Scope

3.1

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

3.2

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.

3.3

The Terms of Use at https://api.onysoft.com/terms also apply to the Organisation 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.

3.4

Requests by the Organisation to connect graphics card infrastructure in its own data centre directly to the Onysoft infrastructure as an endpoint are outside the scope of this Agreement; such requests are assessed separately and are subject to a separate written agreement signed by the Parties.

3.5

This Agreement does not create a partnership, joint venture, agency, dealership, exclusivity or representation relationship between the Parties, and does not oblige Onysoft to route any minimum volume of work.

4. Authority to Represent and Application

4.1

The Authorised Person declares that they are making the application on behalf of the Organisation, that they are authorised to bind the Organisation to this Agreement, and that the Organisation information provided in the application is accurate, complete and up to date.

4.2

During the review of the application or during the term of the Agreement, Onysoft may request documents evidencing the authority to represent, such as a signature circular, letter of authority, power of attorney or, for public bodies, an assignment letter. If the documents are not provided within a reasonable time, Onysoft may reject the application or suspend access to the Program.

4.3

If it turns out that the Authorised Person lacked authority to represent, the Authorised Person is personally liable, under general provisions of law, for damage arising from this.

4.4

During the application, confirmation of this Agreement and of the Program Documents is requested. 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.

4.5

Onysoft reviews the application within a reasonable period; it may request additional information, documents or a technical meeting and may decline the application for reasons such as the Program's capacity, security and quality. The status of the application is shown in the Dashboard.

4.6

The Agreement is concluded when Onysoft approves the application. The Organisation may request a copy of the Agreement bearing wet-ink or secure electronic signatures; if a signed copy is issued, it prevails over this text in case of discrepancy.

4.7

Approval is specific to the Organisation Account and cannot be transferred to another account or person.

5. How the Program Works

5.1

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. Other operating systems are not supported. Hardware and connection requirements are described in the Technical Conditions and Security Policy.

5.2

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.

5.3

The Device does not open any port for incoming connections; no inbound rule needs to be defined in the Organisation's firewall. The Program Software only establishes encrypted (HTTPS) connections from the Device to Onysoft servers.

5.4

Each Device is paired separately. The Device Access Key issued upon Pairing is stored in the operating system's secure store on the Device; Onysoft servers only keep an irreversible hash of this key.

5.5

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 HTTPS and verifies every downloaded file against the SHA256 hash published by Onysoft. The Organisation is responsible for allowing access to these addresses on its network.

5.6

The Organisation decides which Models to install; Model files are not downloaded without the Organisation's approval.

5.7

The Organisation may use the Models ready on its Devices 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 Devices linked to the Organisation Account and are not charged. Requests and responses are relayed through Onysoft servers and recorded as described in the GPU Sharing Program Privacy Notice (KVKK).

5.8

Onysoft may send Test Jobs to the Devices 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.

5.9

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 levels and any revenue sharing will be governed by a separate Additional Protocol. No customer request will be routed to the Organisation's Devices unless the Organisation has accepted the Additional Protocol in writing.

5.10

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.

5.11

The Organisation may choose the sharing intensity for each Device, turn Sharing off at any time, or remove a Device's link with the Organisation Account using the sign-out function in the Program Software.

5.12

Program Software updates are not installed automatically. On versions below the minimum supported version announced by Onysoft, Sharing is not started and no Jobs are assigned to such devices.

5.13

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 other files on the Device and does not give Onysoft the ability to run remote commands on, or access files of, the Device.

6. Multiple Devices, Data Centre and Hosting Conditions

6.1

The Organisation may link more than one Device to the Organisation Account. Onysoft may limit the number of Devices that can be linked to an Organisation Account for reasons of Program capacity and security.

6.2

The Organisation keeps an up-to-date inventory of the Devices linked to the Organisation Account (Device name, location and responsible Organisation Staff member) and shares it upon Onysoft's reasonable request.

6.3

The Organisation is responsible for all Devices linked to the Organisation Account and for all activities carried out through them.

6.4

If Devices are located in a data centre, colocation space or on a rented server, the Organisation ensures that its contract with the hosting provider permits use within the Program (intensive compute usage, outbound internet connections, large file downloads), that the necessary power and cooling capacity is available, and that physical access is restricted to authorised persons.

6.5

The Organisation declares in the application the country and city where the Devices are located. It notifies Onysoft in advance if Devices are located outside Türkiye or if their location changes.

6.6

The Organisation ensures that Devices are not run on operating system versions whose support has ended and that the Organisation's network is protected by reasonable security measures.

7. Service Level

7.1

Under this Agreement, neither Party gives the other any service level commitment such as availability, uptime, response time or capacity.

7.2

The Organisation may, for information purposes, declare in the application or in the Dashboard the time windows during which Devices will be sharing. Onysoft may measure the connection status, speed and Test Job results of the Devices for the purpose of operating the Program.

7.3

If Customer Routing is enabled, the availability level expected from the Organisation, planned maintenance notices, measurement methods and related consequences will be governed by the Additional Protocol.

8. Organisation's Obligations

8.1

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

1. (a)install the Program Software only on Devices it owns or has the right to use;
2. (b)use the Program Software and the Organisation Account in accordance with applicable law, this Agreement and the Acceptable Use Policy;
3. (c)keep the Devices' operating systems and security updates current and fulfil the security responsibilities set out in the Technical Conditions and Security Policy;
4. (d)not modify, decompile (except where mandatory law permits) or repackage the Program Software, 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 Device Access Keys, device codes and Organisation Account credentials confidential, restrict access to the Organisation Account to authorised Organisation Staff and enable two-step verification;
7. (g)comply with the licence terms of the Models run on its Devices;
8. (h)inform Onysoft without delay of any change in the information provided in the application, the Authorised Person or the technical contact;
9. (i)report to info@onysoft.com without delay if a Device is lost, stolen or falls into the hands of unauthorised persons.

9. Compliance of Organisation Staff

9.1

The Organisation ensures that Organisation Staff comply with this Agreement, the Acceptable Use Policy and the Technical Conditions and Security Policy. The Organisation is liable to Onysoft for the acts and omissions of Organisation Staff as for its own.

9.2

The Organisation designates the Organisation Staff who will install and manage the Program Software, informs them as necessary, and removes the access of staff whose duties have ended from the Organisation Account and the Devices.

9.3

Where content sent for Own Use contains personal data of Organisation Staff or third parties, the Organisation is the data controller with respect to the notice and other obligations relating to that processing. The Organisation informs Organisation Staff that Device information and Own Use records are processed by Onysoft within the Program.

10. Onysoft's Obligations

10.1

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 personal data of Organisation Staff in accordance with Law No. 6698 on the Protection of Personal Data (“KVKK”) and the GPU Sharing Program Privacy Notice (KVKK), and processes Own Use content only for providing the service, its security and legal obligations;
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.

10.2

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 Devices.

11. Fees, Tax and Invoicing

11.1

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

11.2

This Agreement provides no payment, revenue share, credit, balance, discount or other consideration to the Organisation. Onysoft makes no promise of any income or earnings within the Program; accordingly, no invoices are issued between the Parties under this Agreement.

11.3

If Onysoft decides in the future to offer revenue sharing or other consideration, the rate, calculation method, payment period and invoicing terms will be governed by the Additional Protocol. In that case, payments will be made in Turkish lira by bank transfer or EFT against an invoice issued by the Organisation; no payments are made in crypto assets.

11.4

The Organisation is responsible for the accuracy of the tax information it declared in the application. Any tax and other legal obligations arising from its activity within the Program belong to the Organisation.

11.5

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.

12. Costs, Hardware and Risks

warning

While sharing is on, graphics cards and processors run under heavy load; this increases electricity consumption and heat output, raises cooling needs and may slow down other workloads on the same devices. Sharing can be turned off for each device at any moment.

12.1

The Organisation acknowledges the electricity, cooling, internet and data usage, disk space required for Model files, 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 its own. Onysoft does not bear these costs.

12.2

The Organisation is responsible for assessing possible effects and making the necessary backups before installing the Program Software on devices running critical workloads.

12.3

Because the Program Software does not carry an operating system code signature, the operating system may show a warning at first launch. The Organisation should download the Program Software only from the Dashboard and compare the file's SHA256 hash with the value published in the Dashboard.

13. Intellectual Property

13.1

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

13.2

Open-source components included in the Program Software (including the Runtime) are subject to their own licences.

13.3

Models are subject to the licences determined by their developers. Onysoft does not own the Models, and this Agreement grants the Organisation no licence or other right in the Models. Compliance with Model licences containing additional conditions depending on the organisation's size or type of use (for example licences with a monthly user threshold) is the Organisation's responsibility.

13.4

Onysoft does not claim ownership of content sent or outputs received in Own Use.

13.5

Neither Party may use the other's trade name, trademarks or logos for promotional purposes without written permission.

14. Personal Data

14.1

With respect to personal data of the Authorised Person, the technical contact and Organisation Staff, Onysoft is the data controller to the extent it processes such data for its own purposes. Which data is processed for which purposes and the retention periods are explained in the GPU Sharing Program Privacy Notice (KVKK).

14.2

The Organisation confirms that it obtained lawfully the personal data of Organisation Staff that it provides to Onysoft in the application and within the Program, and that it will inform those persons of the GPU Sharing Program Privacy Notice (KVKK).

14.3

If Customer Routing is enabled, the Organisation's role as data processor for customer data processed on the Devices, instructions, confidentiality, use of sub-processors, breach notification and audit obligations will be governed separately by the Additional Protocol.

15. Confidentiality

15.1

The Parties keep confidential the non-public technical information, infrastructure details, configurations, work volumes and commercial information learned under this Agreement, use them only for the purpose of the Program and do not share them with third parties.

15.2

Confidential information may be shared only with employees who need to know it and with advisers bound by confidentiality obligations. Requests of legally authorised persons and authorities are reserved; in such cases, the other Party is informed in advance where possible.

15.3

If the Organisation discovers a security vulnerability in the Program Software or the Program infrastructure, it reports it to info@onysoft.com before disclosing it publicly and gives Onysoft a reasonable period to fix it.

15.4

The obligations in this section survive for two years after the termination of the Agreement and, for information constituting trade secrets, for as long as it retains that character.

16. Verification and Audit

16.1

Onysoft may send Test Jobs to the Devices and check the declared hardware information and Program Software versions of the Devices in order to verify that the Program is operated securely and in accordance with this Agreement.

16.2

Where there are reasonable grounds and with at least 10 days' prior written notice, Onysoft may request written information and documents from the Organisation about the Devices, configurations and security measures within the Program. In urgent cases involving a security incident or suspicion of a serious breach, this period may be shortened.

16.3

Verification and audit are carried out without unnecessarily disrupting the Organisation's ordinary activities and with respect for the Organisation's trade secrets and its confidentiality obligations towards third parties. On-site audits may only take place if separately agreed in writing by the Parties.

17. Liability

17.1

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

17.2

Neither Party is liable to the other for indirect damages, loss of profit, loss of data or business interruption. Onysoft is not liable for electricity, cooling, internet and hardware expenses arising from the Organisation's participation in the Program.

17.3

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

17.4

The Organisation is liable for third-party claims, administrative fines and damage suffered by Onysoft arising from conduct of the Organisation or Organisation Staff in breach of this Agreement, the Acceptable Use Policy, Model licences or the law.

18. Term, Suspension and Termination

18.1

The Agreement is concluded for an indefinite term.

18.2

Either Party may terminate the Agreement without giving reasons by giving 30 days' written notice. The Organisation may also turn off Sharing on any Device or remove that Device's link at any time.

18.3

Onysoft may, without prior notice, suspend the Organisation's access to the Program or the link of the relevant Devices, or terminate the Agreement with immediate effect for just cause, in the following cases:

1. (a)material breach of this Agreement, the Acceptable Use Policy or the Technical Conditions and Security Policy;
2. (b)reasonable suspicion that the security of a Device or the Organisation Account has been compromised;
3. (c)discovery that false information was provided in the application or that the Authorised Person lacked authority to represent;
4. (d)a request of competent authorities or a legal requirement;
5. (e)bankruptcy, concordat, liquidation or cessation of activity of the Organisation;
6. (f)closure or suspension of the Organisation Account.

18.4

Upon suspension or termination, the relevant Device Access Keys are invalidated, Sharing is stopped and no Jobs are sent to the Devices.

18.5

Upon termination, the licence to use the Program Software ends; the Organisation uninstalls the Program Software from its Devices within 15 days. Model files downloaded to the Devices may remain with the Organisation subject to their own licences. Onysoft keeps personal data for the periods stated in the GPU Sharing Program Privacy Notice (KVKK).

18.6

Termination does not affect rights and obligations that arose before the termination date or provisions that by their nature must survive.

19. Changes to the Agreement and Program Documents

19.1

Onysoft may amend this Agreement and the Program Documents. With each change, the document's version number and effective date are updated.

19.2

Material changes unfavourable to the Organisation are notified to the e-mail address registered in the Organisation Account and via the Dashboard at least 30 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. An Organisation that does not accept a change may terminate the Agreement without waiting for the notice period.

19.3

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

19.4

Any copy signed by the Parties or any Additional Protocol remains valid as signed unless amended in writing by the Parties.

20. Force Majeure

20.1

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.

20.2

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.

21. Notices

21.1

Notices between the Parties are made in writing. Notices from Onysoft to the Organisation are sent to the e-mail address registered in the Organisation Account or to the technical contact address given in the application, or published in the Dashboard. If the Organisation has a registered electronic mail (KEP) address and has notified it to Onysoft, termination notices may also be sent to that address.

21.2

Notices from the Organisation 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.

21.3

Changes in contact details are notified to the other Party without delay; until notified, notices sent to the former address are deemed valid.

22. Governing Law and Jurisdiction

22.1

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

22.2

The Courts and Enforcement Offices of İzmir have jurisdiction over disputes arising from this Agreement. Where the Organisation is neither a merchant nor a public legal entity, jurisdiction is determined according to the general provisions of law.

23. Miscellaneous

23.1

If any provision of this Agreement is held invalid, the validity of the other provisions is not affected.

23.2

The Organisation may not assign its 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 Organisation.

23.3

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

23.4

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.

24. Entry into Force

24.1

This Agreement enters into force, in the confirmed version, on the date on which the Authorised Person confirms it electronically in the Dashboard on behalf of the Organisation and Onysoft approves the application.

24.2

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

Data controller and contact Onysoft Veri Merkezi Sistemleri Yazılım Sanayi ve Ticaret A.Ş.
Address: İTOB OSB Mah. 10032 Sk. No: 2 İç Kapı No: Z13, 35470 Menderes / İzmir
Tax office and number: Menderes Vergi Dairesi — 6440947328
E-mail: info@onysoft.com
Phone: 0850 302 3021