1.1. Parties. These global terms and conditions (the "Terms") form a legally binding agreement between (i) the Sesterce entity identified as supplier/provider in the applicable agreement, order form, statement of work, purchase order, quote, or similar commercial document (the "Sesterce Contracting Entity", "Sesterce", "we", "us"), and (ii) the customer party identified in that document ("Customer", "you").
1.2. Purpose and scope. The Terms apply to access to and use of Sesterce websites, platforms, products, services and solutions (the "Services"), including on-demand compute, reserved capacity, bulk credits, and large/dedicated GPU cluster contracts (the "Large Cluster Services").
1.3. Applicability across affiliates and partners. Where Services are provided, resold, or supplied through a Sesterce affiliate/subsidiary and/or a Sesterce-authorized partner/reseller: (i) the "Sesterce Contracting Entity" remains the entity named in the relevant Customer agreement, and (ii) these Terms govern use of the Services under that agreement. If a partner/reseller is the customer of record for ordering and/or billing, references to "Customer" may include that partner/reseller for ordering and billing purposes, and any service credits apply only to the impacted order(s).
2.1. "Large Cluster Services." Large/dedicated GPU cluster contracts, provided only under a signed order form.
2.2. "SLO." Service level objective as defined in Section 5.
2.3. "Service Credits" / "Financial Credits." Non-cash credits issued under Section 6 as the exclusive remedy for SLO failure.
2.4. "Customer Data." Data owned or controlled by Customer as further described in Section 9.
2.5. "KYC / Compliance Screening." Know-your-customer, sanctions/embargo, anti-money laundering (AML), export control, and other compliance screenings and related due diligence.
3.1. Acceptance. By creating an account, executing any agreement with a Sesterce Contracting Entity, or using any Services, Customer confirms it has read, understood, and agrees to be bound by these Terms.
3.2. Authority and capacity. Customer represents that (i) its use of the Services complies with applicable law; (ii) if acting as an individual, Customer is at least 18 years old and has legal capacity; and (iii) if acting on behalf of an entity, the signatory has authority to bind that entity.
3.3. KYC / Compliance screening; ongoing obligation. Customer acknowledges and agrees that Sesterce may, at any time (including prior to activation, during provisioning, during the term, and prior to any renewal, expansion, delivery, shipment, or transfer), conduct KYC / Compliance Screening on Customer and, where applicable, Customer's end user(s), beneficial owner(s), affiliates, intermediaries, and any permitted third parties involved in ordering, payment, hosting, shipping, delivery, access, or use of the Services. Customer shall promptly provide all information and documents reasonably requested by Sesterce to complete such screenings (including corporate documents, beneficial ownership information, identification documents, proof of address, and any additional compliance attestations).
4.1. Contract documents. These Terms apply in addition to any signed order form, statement of work, master agreement, or similar customer agreement (the "Order Documents") between Customer and the Sesterce Contracting Entity.
4.2. Order of precedence. If there is a conflict between these Terms and the applicable signed Order Documents, the signed Order Documents prevail solely for the conflicting terms, and these Terms govern the remainder.
5.1. Monthly uptime objective. Sesterce targets a Monthly Uptime Percentage of ≥ 99% for the Services expressly designated as SLO-covered in the applicable Order Documents (the "SLO").
5.2. "Downtime." "Downtime" means loss of external connectivity or loss of persistent storage access attributable to the Services, measured in one-minute increments. Downtime excludes outages caused by factors outside Sesterce's reasonable control, including upstream carrier/transit outages where connectivity is pass-through.
5.3. "Downtime Period." "Downtime Period" means one or more consecutive minutes of Downtime. Partial minutes or intermittent downtime lasting less than one minute are not counted.
5.4. "Monthly Uptime Percentage." (Total minutes in the month minus Downtime minutes) divided by total minutes in the month.
6.1. Exclusive remedy. If Sesterce fails to meet the SLO and Customer is otherwise in good standing, Customer may be eligible for non-cash service credits ("Financial Credits") as described below. Financial Credits are Customer's sole and exclusive remedy for an SLO failure.
6.2. Credit schedule (applied to the monthly fees for the impacted SLO-covered Service(s)).
6.3. Maximum credit cap. Total Financial Credits for a given billing month will not exceed 50% of the applicable monthly fees for the impacted covered Service(s).
6.4. Form of credit. Financial Credits are non-cash and are applied to future invoices/charges only.
6.5. Request window and evidence. To receive a Financial Credit, Customer must submit a request to Sesterce support within ten (10) days after becoming eligible and provide supporting evidence (including relevant logs and timestamps). Failure to comply forfeits the credit.
6.6. Exclusions. Financial Credits are not available for: (i) pre-release features unless explicitly stated; (ii) scheduled maintenance communicated in advance; (iii) Customer/third-party software or configurations; (iv) abuse or violations; (v) quota enforcement; or (vi) force majeure / factors outside Sesterce's reasonable control.
7.1. Prepayment. Unless expressly stated otherwise in signed Order Documents, all fees are due and payable in full in advance of service activation, provisioning, delivery, renewal, or continuation, and Sesterce may withhold performance until funds are received and cleared.
7.2. No refunds. All amounts paid are non-refundable, including prepaid balances, deposits, reserved capacity fees, bulk credits, setup fees, and Large Cluster Services payments, except to the extent non-refundability is prohibited by applicable law or expressly required by signed Order Documents. This includes any cancellation or termination under Section 10.2 (KYC / Compliance).
7.3. Large Cluster Services. Large Cluster Services are provided only under a signed order form. Unless that order form states otherwise: (i) Customer must pay 100% of the committed fees in advance; (ii) Sesterce has no obligation to begin procurement, staging, provisioning, or delivery until payment is received and cleared; (iii) Customer may not cancel for convenience; and (iv) early termination by Customer (or termination due to Customer breach) does not entitle Customer to any refund.
7.4. Late payment. Past-due amounts accrue interest at 1.5% per month (or the maximum permitted by law, if lower), plus reasonable collection costs (including attorneys' fees). Sesterce may suspend or terminate Services for nonpayment.
7.5. No setoff. Customer may not withhold or offset amounts due for any reason.
7.6. Taxes. Fees exclude taxes unless stated otherwise. Customer is responsible for applicable duties, customs fees, and taxes.
8.1. Ownership. Customer retains all rights in its Customer Data. Sesterce retains all rights in the Services, platform, and related software.
8.2. License grant. Subject to compliance with these Terms and payment of fees, Sesterce grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the applicable term.
9.1. Customer Data ownership. Customer retains all rights, title, and interest in and to Customer Data.
10.1. Suspension / termination for nonpayment. Sesterce may suspend or terminate Services for nonpayment in accordance with Section 7.4 and the applicable Order Documents.
10.2. Suspension or termination for KYC. If (i) Customer fails to provide requested KYC / compliance information within a reasonable time, (ii) the results of any KYC / Compliance Screening are negative or unsatisfactory in Sesterce's reasonable discretion, or (iii) Sesterce determines that providing the Services could cause Sesterce or any of its affiliates/partners to breach applicable laws or policies (including sanctions, AML, export controls, or other regulatory requirements), then Sesterce may, at its option and with immediate effect, refuse onboarding, withhold or stop provisioning, suspend access, cancel delivery/shipment/transfer, and/or terminate the Services (in whole or in part). In all such cases, and to the maximum extent permitted by law, all amounts paid remain non-refundable, and Customer shall have no right to any refund, chargeback, or compensation, except to the extent required by applicable law or expressly required by signed Order Documents.
11.1. Exclusion of certain damages. To the maximum extent permitted by law, Sesterce is not liable for indirect, incidental, special, consequential, or punitive damages.
11.2. Liability cap. Sesterce's aggregate liability is limited to the amounts paid by Customer for the impacted Services during the preceding twelve (12) months.
12.1. Governing law. These Terms are governed by the laws of the State of New York (excluding conflict-of-law principles), unless a signed order form states otherwise.
12.2. Jurisdiction. Exclusive jurisdiction lies in state and federal courts located in New York County, New York, unless a signed order form states otherwise.
13.1. Updates. Sesterce may update these Terms from time to time. Continued use of the Services after an update constitutes acceptance of the updated Terms.