Terms of Service

These Terms of Service (the “Terms”) govern your use of the GPUPilot software, agent, dashboard, documentation and related services (collectively, the “Service”) made available by Bynet (“we”, “us”, “Bynet”) to you or the entity you represent (“Customer”, “you”).

1. Acceptance

By installing the GPUPilot agent, signing in to the dashboard, or otherwise using the Service, you accept these Terms and the Privacy Policy. If you do not accept them, do not use the Service. If you accept on behalf of an organisation, you represent that you have authority to bind that organisation.

2. The Service

GPUPilot is a Kubernetes GPU observability and AI-assisted investigation tool. The agent you install in your cluster collects telemetry (described in our Privacy Policy), the Service analyses it, and the dashboard surfaces findings and suggested remediations. The Service is offered in two deployment forms:

• Connected. The agent streams telemetry to the GPUPilot service hosted by Bynet.
• Air-gapped / On-premises (sovereign). The entire stack runs inside your perimeter and does not transmit telemetry to Bynet. The air-gap product is governed by a separate written agreement between you and Bynet; sections of these Terms that depend on a hosted service (for example sections 4.2, 7 and 9) apply only where consistent with that separate agreement.

3. Eligibility and account

You may use the Service only if (a) you can form a binding contract under applicable law, (b) you are authorised by your organisation to install the agent and to grant it read-only access to the Kubernetes cluster you connect, and (c) your use does not violate sanctions or export-control law. You are responsible for the security of your install tokens, sign-in credentials, and any API keys you provide.

4. Customer responsibilities and acceptable use

4.1 Authority

You represent and warrant that you have all rights and permissions necessary to allow the agent to collect the telemetry described in the Privacy Policy from each cluster you connect.

4.2 Acceptable use

You will not, and will not permit a third party to:

• use the Service to violate any law, infringe third-party rights, or transmit unlawful content;
• copy, modify, distribute, sell, lease, sub-license, or create derivative works of the Service;
• reverse-engineer, decompile, disassemble, or otherwise attempt to discover the source code, structure or underlying algorithms of the Service, except to the limited extent applicable law expressly permits this notwithstanding a contractual prohibition;
• remove or alter any proprietary notice;
• use the Service to build a competing product or to benchmark for the purpose of public comparison without our prior written consent;
• probe, scan or test the security of the Service beyond your own tenant, or interfere with the integrity or performance of the Service;
• upload viruses or other malicious code, or use the Service to do so;
• resell access to the Service without a separate written agreement with us.

5. Our responsibilities

• We will provide the connected Service on a commercially reasonable basis and continue to improve it.
• We will notify you of planned maintenance when practical.
• We will not access your data except as necessary to operate, secure, support or improve the Service, or where you ask us to help debug an issue, or where required by law.
• We handle personal data as described in the Privacy Policy.

6. Intellectual property

6.1 Our IP

The Service, including the agent, the dashboard, the documentation, all software, all models, prompts, fine-tunes and configurations, all telemetry-processing logic, all derived analytics, and all trade marks (including “GPUPilot”) are and remain the exclusive property of Bynet and its licensors. No rights are granted to you except the limited licence in section 6.2.

6.2 Your licence to use the Service

Subject to your compliance with these Terms and payment of any applicable fees, Bynet grants you a non-exclusive, non-transferable, non-sublicensable, revocable licence, during the subscription term, to install and use the agent in your cluster and to access the dashboard, solely for your internal business operations.

6.3 Customer Data

“Customer Data” means the cluster telemetry collected by the agent and any account-level data you provide. As between Customer and Bynet, Customer owns all Customer Data. You grant Bynet a worldwide, royalty-free, limited licence to host, process, transmit and display Customer Data solely as necessary to provide, secure and support the Service.

6.4 Aggregated and de-identified data

Bynet may generate aggregated and de-identified statistics and operational data from Customer Data (for example, the percentage of GPUs across the customer base reporting a given XID code) and may use such data to operate, improve and support the Service. Bynet will not use Customer Data to train any general-purpose AI model. Aggregated and de-identified data will not identify you, any individual, or any specific cluster.

6.5 Feedback

If you submit suggestions or feedback about the Service, you grant Bynet a perpetual, irrevocable, royalty-free, worldwide licence to use it for any purpose, without obligation to you.

7. AI features and AI output disclaimer

The Service uses third-party large-language-model providers (such as Anthropic Claude, by default) or, if you configure it, a Bring-Your-Own-Key (BYOK) provider or a self-hosted model. AI features include the “Ask Anything” chat, automated investigations, and suggested remediations.

• AI-assisted, not autonomous. The AI assists your human operators. Suggested remediations are not executed automatically; an authorised user in your organisation must review and approve any action. You remain the sole operator of your cluster and are solely responsible for what is executed against it.
• No warranty on AI output. AI output may be incorrect, incomplete or out of date. You will not rely on AI output as the sole basis for a decision with material safety, security, financial, legal or operational impact without independent verification.
• BYOK. If you configure your own AI provider key, your own contract with that provider governs the use of that key and the prompts and context sent to it. Bynet stores the key encrypted at rest and uses it only to call the provider you selected.
• Air-gap. In the air-gap product, AI inference runs against the model endpoint you operate inside your perimeter; no AI inference traffic leaves your network.

8. Confidentiality

Each party will protect the other’s non-public information disclosed under these Terms with the same care it uses for its own confidential information of like importance (and in any event no less than a reasonable standard), and will use it only to perform under these Terms. This does not apply to information that is publicly known through no fault of the receiving party, was rightfully known before disclosure, is independently developed without use of the disclosing party’s information, or must be disclosed by law (with prompt notice to the other party where lawful).

9. Availability

We provide the connected Service on a commercially reasonable best-effort basis. We do not offer a formal service-level agreement under these Terms; any SLA must be set out in a separate signed agreement. If we miss a critical availability window, we will work with you in good faith on a reasonable remedy.

10. Fees and taxes

Pricing, payment terms, billing cycle and any auto-renewal are set out in your order form or subscription agreement with Bynet. Fees are exclusive of taxes, which you are responsible for if applicable. We do not process payments through this Service’s public site.

11. Warranties

Each party represents that it has the authority to enter into these Terms. Except as expressly stated in these Terms or in a signed agreement, the Service is provided “as is” and “as available”, and Bynet disclaims all warranties, whether express, implied, statutory or otherwise, including any implied warranty of merchantability, fitness for a particular purpose, accuracy of AI output, non-infringement or uninterrupted operation, to the maximum extent permitted by applicable law.

12. Indemnification

By you. You will defend and indemnify Bynet against any third-party claim arising out of (a) your unauthorised installation of the agent, (b) your use of the Service in violation of section 4, (c) Customer Data that infringes a third party’s rights, or (d) any unlawful action you take based on AI output without independent verification.

By Bynet. Bynet will defend you against any third-party claim that your authorised use of the Service in accordance with these Terms infringes that third party’s intellectual-property rights, and will pay amounts a court finally awards (or amounts in a settlement Bynet approves). Bynet’s indemnity does not cover claims arising from (i) Customer Data, (ii) any combination of the Service with anything not provided by Bynet, (iii) modifications to the Service made by anyone other than Bynet, or (iv) AI output, content of Customer prompts, or your reliance on AI output.

The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defence and settlement, and provide reasonable assistance.

13. Limitation of liability

To the maximum extent permitted by applicable law, neither party will be liable for indirect, incidental, consequential, exemplary or punitive damages, or for lost profits, lost revenues, lost data, lost goodwill, or cost of substitute services, arising out of or relating to these Terms, even if advised of the possibility.

Each party’s total aggregate liability arising out of or relating to these Terms is capped at the fees Customer paid Bynet for the Service in the twelve (12) months preceding the event giving rise to the claim. If no fees have been paid, the cap is one thousand US dollars (US$1,000).

The above limits do not apply to:

• amounts owed under section 12 (Indemnification);
• a party’s liability for fraud, wilful misconduct, or gross negligence;
• infringement by Customer of Bynet’s intellectual-property rights or breach of section 4 (Acceptable use);
• liability that cannot be limited or excluded under applicable mandatory law (including, where applicable, GDPR Art. 82 statutory damages to data subjects, and non-waivable rights under the Israeli Protection of Privacy Law and other consumer-protection laws);
• a party’s payment obligations.

14. Term and termination

These Terms start when you accept them and continue until terminated. Either party may terminate for convenience on 30 days’ written notice. Either party may terminate immediately on written notice if the other materially breaches and fails to cure within 30 days, or for the other’s insolvency. On termination, your right to use the Service ends, and we will delete Customer Data within the windows described in the Privacy Policy. Sections 6, 7, 8, 10, 11, 12, 13, 15 and 16 survive termination.

15. Force majeure

Neither party is liable for delay or failure to perform (other than payment obligations) caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, labour action, fire, flood, earthquake, epidemic, outage of upstream cloud, internet or telecommunications providers, or large-scale cyberattacks on third-party infrastructure.

16. Governing law and disputes

These Terms are governed by the laws of the State of Israel, without regard to its conflict-of-laws rules. The competent courts of Tel Aviv-Jaffa, Israel will have exclusive jurisdiction over any dispute arising out of or in connection with these Terms, except that Bynet may seek injunctive relief in any court of competent jurisdiction to protect its intellectual-property rights or confidential information. Nothing in this section deprives a consumer of any non-waivable right under the mandatory law of their habitual residence.

17. Miscellaneous

• Entire agreement. These Terms and the Privacy Policy (together with any signed order form or subscription agreement with Bynet, which prevails over these Terms in case of conflict) are the entire agreement between you and Bynet about the Service, and supersede all prior agreements on the same subject.
• Changes. We may update these Terms from time to time. Material changes will be notified to account holders by email before they take effect; continued use after the effective date means you accept the updated Terms.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition or sale of substantially all assets.
• Severability. If any provision is held unenforceable, the rest stays in effect and the unenforceable provision is reformed to the minimum extent necessary.
• No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.
• Notices. Notices to Bynet should be sent to computingIT@bynet.co.il. Notices to you may be sent to the email on your account.
• Relationship. The parties are independent contractors; nothing in these Terms creates a partnership, joint venture, agency or employment relationship.
• Export and sanctions. You will not use the Service in violation of applicable export-control or sanctions law.
• Language. The authoritative language of these Terms is English; any translation is provided for convenience only.

18. Contact

Questions about these Terms: computingIT@bynet.co.il.