Supplier Terms of Service

English version

1. Agreement

This Supplier Terms of Service (the "Agreement") is entered into between you ("you" or "Supplier") and CloudGPU ("we" or "Platform"). By clicking "I agree" during signup, you confirm that you have read, understood, and accepted the entirety of this Agreement.

2. Partnership model

You will install our open-source client, cloudgpu-agent, on one or more of your existing NVIDIA-GPU-equipped servers. When our customers place an order, the agent will, only while your GPUs are currently idle, pull our pre-built container image and run it on your machine to serve the customer.

This partnership is non-exclusive. You may list the same machines on any other rental platform simultaneously. Our agent claims a GPU atomically only when it observes no other process using it.

3. Revenue share and payouts

• Default split: you receive 75%, we receive 25%, of every successful order. Future tiered splits based on reliability may be introduced and will be disclosed in an updated version of this Agreement.
• Billing cycle: monthly calendar period, reconciled within 7 days after month-end.
• Minimum payout threshold: ¥500. Balances below this carry over to the next cycle.
• Payout currency: CNY (bank transfer, Alipay, or WeChat Pay for small amounts). Cross-border payouts are negotiated separately.
• Disputed orders (customer complaints or obviously abnormal usage) are held for up to 7 days before being added to the withdrawable balance.

4. Your commitments

• You have the legal right to use and dispose of the machines you connect to us.
• You will not modify, substitute, or otherwise tamper with the container images we dispatch, and you will not inject any unauthorised code, environment variables, or hooks.
• You will not intercept, copy, forward, or retain any customer data that passes through the container. Data uploaded by a customer into the container is the customer's private data and you owe them a data-protection duty.
• You will provide stable network and power, and will not voluntarily terminate an active customer workload without prior notice.
• You will not use cloudgpu-agent for any activity that violates applicable law, including but not limited to cryptomining inside our containers, data theft, DDoS, fraud, or illicit content.

5. Our commitments

• We will only dispatch workloads through the cloudgpu-agent channel you authorise.
• All container images are sourced from our auditable public Harbor (cloudgpu.app/public/*) and all cloudgpu-agent source is open.
• We make commercially reasonable efforts to keep the Platform operational. Service interruptions caused by force majeure or third-party outages are not a breach.
• We display real-time order, settled, and unsettled balances, and disputed-order details, in the supplier dashboard.

6. Suspension and termination

You may leave this partnership at any time by running systemctl stop cloudgpu-agent on each machine and clicking "Close account" in the supplier dashboard. Completed orders continue to settle under the terms in force when they were placed.

We may suspend or terminate your account immediately upon any breach of Section 4, or upon a material incident impacting customer experience (heartbeat gap > 5 minutes during an active lease, voluntary termination of an in-progress customer workload, etc.). Unsettled balances on affected orders are frozen pending dispute resolution.

7. Limitation of liability

This partnership is fundamentally about renting out your idle compute. Except where mandatory law says otherwise, we are not liable for any indirect loss arising from your participation (lost expected revenue, equipment depreciation, electricity, bandwidth charges). Our total liability for any single order is capped at the revenue share actually earned on that order.

8. Changes to these Terms

We may update this Agreement from time to time. Material changes will be notified to the email you provided at signup and shown prominently in the supplier dashboard. Continuing to run cloudgpu-agent after a change is in effect constitutes acceptance of the updated Agreement. If you do not agree, please terminate the partnership per Section 6.

9. Governing law and dispute resolution

This Agreement is governed by the laws of the People's Republic of China (excluding Hong Kong, Macau, and Taiwan). Any dispute arising out of this Agreement shall first be settled through good-faith negotiation; failing that, the parties submit to the jurisdiction of the competent courts at the Platform's registered location.

10. Contact

Supplier support email: suppliers@cloudgpu.app