SambaStack On-Premises Terms of Service

Updated: June 1, 2026

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT FOR AN ENTITY, SUCH AS THE COMPANY YOU WORK FOR, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO SIGN FOR AND BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT.

This SambaStack On-Premises Terms of Service (“Agreement”) is entered into by SambaNova Systems, Inc., a Delaware corporation, with offices at 2460 North First Street, Suite 100, San Jose, CA 95131, United States (“SambaNova”, “us” or “we”), and the entity or person agreeing to these terms (“Customer” or “you”). This Agreement includes any attachments, addenda or exhibits referenced in the Agreement, and any Order Forms that reference this Agreement, and governs your purchase, access to and use, as applicable, of SambaNova’s Products and Services set forth in the applicable Order Forms. The “Effective Date” of this Agreement is the date of the first Order Form referencing this Agreement.

We may modify this Agreement from time to time. Unless otherwise specified by us, such changes become effective for you upon renewal of a Subscription Term or entry into a new Order Form, which renewal or Order Form may require you to accept or otherwise agree to the most recent version of this Agreement.

1. SALE & PURCHASE OF HARDWARE AND SOFTWARE LICENSES; USE OF SERVICE

1.1. Purchase of Products & Software Licenses. Subject to the terms and conditions of this Agreement, Customer agrees to purchase from SambaNova the applicable hardware (the “Products”) and licenses to software incorporated in the Products (the “Software”) set forth in the applicable Order Form(s) in the quantities, for the terms, and at the prices set forth therein. SambaNova grants to Customer a nonexclusive license to use the Software for the Subscription Term specified in the Order Forms.

1.2. Service Provision and Access; Client Software. SambaNova will make the Software available for Customer to download and install during the Subscription Term and solely for use by Customer, including its authorized Users, in accordance with this Agreement, the Documentation, and the Order Forms. Any use of the Service by a User must be solely for the benefit of Customer, and Customer shall be responsible for each User’s compliance with this Agreement. In the event that Customer does not renew its Software Subscription at the end of the applicable Term, Customer must cease immediately at the end of the paid Subscription Term. If SambaNova discovers continued use beyond the paid Subscription Term, SambaNova has a right to invoice Customer for any additional usage and back-date any charges to the last valid paid Subscription Term plus additional interest charges.

1.3. Hardware. The Service(s) will be hosted from the Products purchased and owned by you pursuant to the Order Forms. SambaNova will make the Products available for collection by the Customer or customer’s agents (e.g., freight handler, shipping company, etc.) from a site advised by SambaNova. Unless otherwise specified or provided for in an Order Form, (a) Customer will cover freight charges for the Products, and (b) Customer shall be the importer of record and be responsible for all import duties and taxes. Shipping and importation logistics will be reviewed with Customer prior to shipping, and Customer agrees to cooperate with SambaNova as is necessary for shipping and delivery of the Products. If no Installation Fees are stated on the applicable Order Form, Customer will be solely responsible for Installation in accordance with the Documentation, as well as any damages that may occur resulting from Customer’s own installation.

1.4. Site and Environmental Surveys. Before or immediately following the execution of an Order Form, Customer will be asked to provide certain information about the site or the environment where the SambaNova Products will be deployed and or information required for export control or logistic purposes and Customer shall provide such information in a timely manner. Unless otherwise agreed between the Parties under the terms of an Order Form, failure of Customer to provide this information within sixty (60) days from the Order Form Effective Date will be deemed a material breach of the terms of this Agreement. SambaNova’s termination rights are as set out in Section 4 below and all invoices stated in an Order Form will be immediately issued and become due from the date of invoice.

1.5. Title & Risk of Loss. Title and risk of loss to Products passes to Customer upon collection of the hardware at the Collection Site. As collateral security for the payment of the purchase price of the Products, Customer hereby grants to SambaNova a lien on and security interest in and to all of the right, title and interest of Customer in, to and under the Products, wherever located, and whether now existing or hereafter arising or acquired from time to time. The security interest granted is a purchase money security interest under the California Uniform Commercial Code.

1.6. Compliance with Applicable Laws. As a generally available compute service, we will provide the Services in accordance with our obligations under laws and government regulations applicable to our Services generally, and without regard to your specific and particular use of the Services.

1.7. General Restrictions. Customer, including any User, will not (and will not permit any third party to): (a) copy, modify, or create a derivative work of the Services, Software or Products; (b) reverse engineer, disassemble or decompile any Service, Software or Product or otherwise seek to obtain the source code of any software included in the Service, Software or the Products (except to the extent such restriction is prohibited by applicable law); (c) sell, resell, rent, sublicense, lease, transfer or otherwise make available any Service to a third party or in a service bureau or outsourcing offering; (d) remove or obscure any proprietary or other notices or labels contained in any Service, Software or Products; or (e) use the Services or Software in violation of the EULA.

2. CUSTOMER CONTENT

2.1. Customer Content. As between the parties, Customer or its licensors retain all right, title and interest in and to the Customer Content. You will ensure that Customer Content and its use in our Services do not violate any applicable law. Subject to the terms of this Agreement, you hereby grant to SambaNova and its Affiliates a non-exclusive, worldwide, royalty-free right to process the Customer Content solely to the extent necessary to provide the Services to you or as may be required by law. You represent and warrant to us that you have all rights in Customer Content necessary to grant the rights contemplated herein.

2.2. Customer is responsible for any consents and notices required to permit Customer’s use and receipt of the Services and our accessing, storing and processing of any content or data provided by you under this Agreement.

3. PRICES, FEES & PAYMENT; TAXES

3.1. Fees & Payment. All prices for Products, Services, Software licenses and other Fees and payment terms are as set forth herein or in the applicable Order Form. Except as expressly set forth in this Agreement, all payment obligations are non-cancelable, and prices and Fees are non-refundable. Any purchase orders issued by you are for your internal purposes only, and SambaNova rejects any such purchase orders. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until fully paid. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by us in collecting any delinquent amounts.

3.2. Taxes. Prices and Fees do not include Taxes. Customer is responsible for paying all Taxes associated with its purchases and use of Services, and will pay SambaNova for the Products, Software licenses and Services without any reduction for Taxes. If SambaNova is obligated to pay or collect Taxes, the Taxes will be invoiced to Customer and Customer will pay such Taxes, unless Customer provides SambaNova with a timely and valid tax exemption certificate. If required under applicable law, Customer will provide SambaNova with applicable tax identification information to ensure its compliance with applicable laws and regulations.

4. TERM; TERMINATION; SUSPENSION

4.1. Term of Agreement. The “Term” of this Agreement begins on the Effective Date and will remain in effect until terminated in accordance with the terms herein. If there is no Order Form in effect, either party may terminate this Agreement upon written notice to the other party. Each Order Form containing Services or Software licenses for a Subscription Term will terminate upon expiration of the applicable Subscription Term, unless expressly stated otherwise in the Order Form or this Agreement.

4.2. Term of Order Form. The initial term of an Order Form containing Services or Software licenses for a Subscription Term begins on its subscription start date, as indicated in the Order Form, and ends on the last day of the subscription duration.

4.3. Termination for Cause. Either party may terminate this Agreement (including all related Order Forms) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay Fees or other amounts due) within 30 days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party and is not dismissed within 60 days.

4.4. Effect of Termination. Upon termination or expiration of this Agreement or an applicable Order Form, (a) all rights and access to the Software and Services shall cease and terminate, and (b) all amounts owed by you to SambaNova are immediately due upon receipt of the final invoice by Customer.

4.5. Survival. The following Sections will survive any expiration or termination of this Agreement: 1.7 (General Restrictions), 3 (Prices, Fees & Payment; Taxes), 4 (Term, Termination & Suspension), 5 (Intellectual Property), 6 (Confidential Information), 7.2 (Disclaimer), 9 (Indemnification), 10 (Limitation of Liability), 11 (General Terms), and 13 (Definitions).

4.6. Suspension of Services. We may suspend provision of Services if (a) you are 30 days or more overdue on a payment, (b) we deem such suspension necessary as a result of your breach of the terms of this Agreement, (c) we reasonably determine suspension is necessary to avoid material harm to us or our other customers, or (d) such action is required by law or at the request of governmental entities.

5. INTELLECTUAL PROPERTY

5.1. SambaNova Technology. Except for the express limited rights set forth in this Agreement, no right, title or interest in any SambaNova intellectual property is granted to Customer, implied or otherwise. Customer acknowledges that the Services are offered as a software solution running on the Products, and that Customer has no right to obtain a copy of the underlying computer code for any Product or Service. Customer acknowledges that the Software is the property of SambaNova and is being licensed to Customer pursuant to the terms and conditions herein. We appreciate your feedback on our services, and if you provide any feedback or suggestions to us, we may use such feedback and suggestions without restriction or obligation to you.

5.2. Service Usage Data. We may collect and use query logs, and any data (but not Customer Content) relating to the operation, support and/or use of the Services (“Service Usage Data”) to provide administration services, develop, improve, support, and operate our products and services, or to investigate fraud, abuse or violations of this Agreement.

6. CONFIDENTIAL INFORMATION

Each party (as “Receiving Party”) will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the other party (“Disclosing Party”) for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. If Receiving Party is required by law or court order to disclose Confidential Information, then Receiving Party shall, to the extent legally permitted, provide Disclosing Party with advance written notification and cooperate in any effort to obtain confidential treatment of the Confidential Information. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such violative disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to any other remedies available at law.

7. REPRESENTATIONS & WARRANTIES

7.1. Mutual Representations & Warranties. Each party represents and warrants that (a) it has validly entered into this Agreement and has the legal power to do so; and (b) it will comply with all laws and regulations applicable to its provision, receipt, or use of the Products and Services, as applicable.

7.2. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SAMBANOVA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ERROR-FREE OR UNINTERRUPTED USE OF THE PRODUCTS AND SERVICES.

8. SUPPORT

During a Subscription Term, we will provide Customer the level of support for the Service specified in the applicable Order Form. Details of support can be found in Exhibit A to this Agreement.

9. INDEMNIFICATION

9.1. SambaNova Indemnification Obligations. We will defend Customer against any third party claim alleging that any Service, when used in accordance with this Agreement and the Documentation, infringes any intellectual property right of such third party, and will indemnify and hold harmless Customer from and against any damages and costs (including reasonable attorneys’ fees) resulting from such claim, except where such claim, damages or costs are based upon, or result from, Customer Content or Customer specifications and requirements. If Customer’s use of the Service results or may result in an infringement claim, we may either: (a) substitute similar products or services; (b) procure for Customer the right to continue using the Service; or if we believe that (a) and (b) are not commercially reasonable, (c) terminate this Agreement, or the applicable Order Form and refund to Customer any unused Fees that Customer has pre-paid for the applicable Service. This Section states the Customer’s sole and exclusive remedy under this Agreement for any third-party allegations of infringement of intellectual property rights.

9.2. Customer Indemnification Obligations. Customer will defend SambaNova against any third party claim arising from or relating to (a) Customer’s use of the Products and Services, (b) any Customer Content or Customer specifications and requirements used in connection with the Service, (c) any breach by Customer of the terms of this Agreement, and (d) any negligence or willful misconduct of Customer, and will indemnify and hold harmless SambaNova from and against any damages and costs (including reasonable attorneys’ fees) resulting from such claim.

9.3. Indemnification Procedures. In the event of a potential indemnity obligation under this Section 9, the indemnified party will: (a) promptly notify the indemnifying party in writing of the claim; (b) allow the indemnifying party the right to control the investigation, defense and settlement (if applicable) of such claim at the indemnifying party’s sole cost and expense; and (c) upon request of the indemnifying party, provide all necessary cooperation at the indemnifying party’s expense. Any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent.

10. LIMITATION OF LIABILITY

10.1. EXCEPT AS TO “EXCLUDED CLAIMS” (DEFINED IN SECTION 10.2), TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY NOR ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES OF ANY KIND, OR LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, COSTS OF DELAY, OR LOST PROFITS, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; (B) EACH PARTY’S AND ITS AFFILIATES’ TOTAL AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO SAMBANOVA DURING THE 12 MONTH PERIOD BEFORE THE EVENT GIVING RISE TO LIABILITY AND; (C) THIS SECTION 10 WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

10.2. EXCLUDED CLAIMS. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION; BREACH OF ITS PAYMENT, CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS HEREIN; INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; OR MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW (“EXCLUDED CLAIMS”).

11. GENERAL TERMS

11.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that either party may assign this Agreement in its entirety in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party’s assets or voting securities to such party’s successor; and SambaNova may assign this Agreement in its entirety to any Affiliate. Each party shall promptly provide notice of any such assignment. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section will be null and void.

11.2. Severability. If any provision of this Agreement is deemed to be unenforceable or invalid, the rest of the Agreement will remain in effect.

11.3. Governing Law; Dispute Resolution. This Agreement will be governed by California law, without regard to its conflicts of law rules. The parties agree to use the dispute resolution procedures set forth in this section to resolve any claim, dispute, or controversy arising from or related to this Agreement (each, a “Dispute”).

(a) Informal Resolution. Before initiating any formal proceeding, the party asserting a Dispute must provide the other party written notice describing the Dispute in reasonable detail. The parties will negotiate in good faith to resolve the Dispute for a period of thirty (30) days following receipt of such notice (the “Negotiation Period”). If the parties do not resolve the Dispute within the Negotiation Period, either party may pursue its remedies as set forth below.

(b) Binding Arbitration (Disputes Under $1,000,000). If the amount in controversy for a Dispute (as calculated pursuant to (d) below) is less than $1,000,000, the Dispute will be resolved by final and binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures then in effect (the “JAMS Rules”), except as modified herein. The arbitration will be conducted by a single neutral arbitrator selected in accordance with the JAMS Rules. The seat of the arbitration will be Santa Clara County, California, and the language of the proceedings will be English. The arbitrator’s award will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

(c) Litigation (Disputes of $1,000,000 or More). If the amount in controversy for a Dispute is $1,000,000 or more, either party may elect to have the Dispute resolved by litigation in the state or federal courts located in Santa Clara County, California, and each party hereby submits to the exclusive personal jurisdiction of such courts for such purpose.

(d) General. The agreement to arbitrate is mutual and applies equally to SambaNova and Customer. For purposes of determining the amount in controversy, any damages that are excluded or barred under Section 10 of this Agreement (including any indirect, consequential, special, incidental, or punitive damages) shall not be counted, regardless of whether such damages are asserted as part of a claim or counterclaim. Arbitration proceedings and all related filings, orders, and awards shall be maintained in confidence by the parties to the fullest extent permitted by law.

11.4. Notice. Any notice or communication required or permitted under this Agreement will be in writing to the parties at the addresses set forth in this Agreement or at such other address as may be given in writing by either party to the other in accordance with this Section and will be deemed to have been received by the addressee: (a) if given by hand, immediately upon receipt; (b) if given by overnight courier service, the first business day following dispatch; (c) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail; or (d) if given by email, immediately upon receipt. Notwithstanding the foregoing, except for notices pertaining to non-payment and except as otherwise expressly permitted in this Agreement or in an Order Form, notices related to termination of this Agreement or any claims (including without limitation breach, warranty or indemnity) may not be given via email.

11.5. Amendments; Waivers. No supplement, modification, or amendment of this Agreement will be binding unless executed in writing by a duly authorized representative of each party to this Agreement, except as otherwise expressly set forth in this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative of the party providing the waiver.

11.6. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.

11.7. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

11.8. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) if the delay or failure results from any cause beyond such party’s reasonable control, including but not limited to acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, public health emergencies (pandemics and epidemics), acts or orders of government, acts of terrorism, or war.

11.9. Independent Contractors. The parties to this Agreement are independent contractors. No agency, partnership, or joint venture is created between the parties under this Agreement.

11.10. Export Control. Customer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, (i) Customer represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (ii) Customer will not (and will not permit any third parties to) access or use any Service in violation of any U.S. export embargo, prohibition or restriction, and (iii) Customer will not submit to any Service any information that is controlled under the U.S. International Traffic in Arms Regulations.

12. Rack Collection; Site Readiness; Deemed Acceptance; Transfer of Title and Risk; Charges

SambaNova shall notify Customer in writing when the physical products are ready for collection (“Availability Notice”). Customer warrants and represents on an ongoing basis that it has met, and shall continue to meet, all prerequisites set out in Exhibit B, including (without limitation) that the installation site is fully prepared and ready to receive and configure the racks and Customer has all applicable cables etc.

Subject only to the prerequisites expressly set out in Exhibit B (to the extent applicable and within SambaNova’s control), Customer shall, at its sole cost and risk, arrange for collection of the racks by an authorized freight forwarder within fifteen (15) days of the date of the Availability Notice. Time for collection is of the essence.

Customer shall ensure that the site is fully ready in accordance with Exhibit B at the time the products are collected from SambaNova and importantly before SambaNova personnel attend to configure the racks. If the site is not ready, or if SambaNova is unable to perform configuration due to any failure by or on behalf of Customer to meet the Exhibit B prerequisites, SambaNova shall be entitled to charge Customer for all resulting costs, including (without limitation) aborted visit fees, personnel time, travel costs, rescheduling fees, and any additional handling or logistics costs, at SambaNova’s then current rates.

Notwithstanding anything else to the contrary in this Agreement, if Customer fails, refuses, or is unable to collect the racks within such thirty (30) day period for any reason (including any act, omission, or delay by or on behalf of Customer or its agents), then, without prejudice to any other rights or remedies available to SambaNova, the following shall apply automatically and without further notice as of the first day following the Availability Notice:

(a) the racks shall be deemed accepted by Customer in all respects;

(b) legal and beneficial title to, and all risk of loss, damage, theft, or deterioration of, the racks shall irrevocably pass to Customer, whether or not delivery or physical possession has occurred;

(c) all amounts sold under the applicable Order Form (including, without limitation, any fees, charges, or amounts that would otherwise be payable upon delivery or acceptance) shall become immediately due and payable, notwithstanding anything to the contrary in any Order Form, or other agreement between the Parties;

(d) SambaNova may, at its sole discretion, store the racks at Customer’s risk and expense and charge storage, insurance, handling, and related fees at its then current rates, accruing daily until final collection; and

(e) SambaNova shall have no liability whatsoever for any loss, damage, delay, or degradation occurring on or after such transfer of risk, and may, upon written notice, arrange shipment, relocation, or disposal of the racks at Customer’s sole cost and expense if collection is further delayed.

No failure or delay by SambaNova in exercising any right under this clause shall operate as a waiver of such right.

13. DEFINITIONS

Terms not otherwise defined in this Agreement shall have the following meanings:

“Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by, or is under common ownership or control with a party.

“Confidential Information” shall mean all information that is identified as confidential at the time of disclosure by the Disclosing Party or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. All Customer Content will be deemed Confidential Information of Customer without any marking or further designation. All SambaNova Technology will be deemed Confidential Information of SambaNova without any marking or further designation. Confidential Information shall not include information that the Receiving Party can demonstrate: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the Receiving Party who had no access to such information.

“Customer Content” means software, data, text, audio, video or images that you or any User transfers to us for processing, storage or hosting by the Services and any computational results that you or your Users derive from the foregoing through their use of the Services.

“Documentation” means our technical documentation for the applicable Service.

“EULA” means SambaNova’s End User License Agreement, made available at https://sambanova.ai/software-end-user-license-agreement.

“Fees” means the fees payable by Customer for the applicable Service, as set forth in an Order Form.

“Order Form” means the SambaNova ordering document (and/or an SOW, if applicable) executed by the parties, which specifies the Services being provided by us and is governed by this Agreement.

“Service” means SambaNova software-as-a-service subscription ordered by Customer, and/or installation, maintenance and/or support services provided by SambaNova related to the Products, and as set forth in an Order Form.

“Subscription Term” means the set time period designated on an Order Form for the provision of a Service and/or license to Software.

“Taxes” means taxes, levies, duties or similar governmental assessments of any nature, including, for example, any sales, use, GST, value-added, withholding, or similar taxes, whether domestic or foreign, or assessed by any jurisdiction, but excluding any taxes based on net income, property, or employees of SambaNova.

“User” means the persons designated and granted access to the Service by or on behalf of Customer.

 

Exhibit A

Support Schedule

SambaNova Support Overview

SambaStack on-premises software

December 2025

Support Offerings

Standard Support (Included)

Standard product support for SambaNova SambaStack on-premises software is included with the subscription. Any additional support or services may be provided to Customers under a separate written agreement between Customer and SambaNova. With a valid support contract, the Customer will receive access to the SambaNova Support portal, the latest software updates, expert knowledge, and technical support from SambaNova support experts. The goal of SambaNova support is to make sure our solutions operate as expected in the Customer environment and to minimize any impact if an issue occurs.

As part of the onboarding process and handover of the proposed solution, the Customer will be provided access to the SambaNova Support portal, knowledge base, product documentation, and support telephone number. SambaNova will provide training to the end user and operations staff, which also includes written documentation of how to interact with SambaNova support. Additionally, the personnel will be shown how to raise a service call with our support team via the SambaNova Support portal (preferred), slack (if applicable), email, or telephone.

Before opening a case, the Customer can check to see if the answer to the question is in the SambaNova knowledge base, which is in the secure support cloud. The knowledge base streamlines access to information and provides answers to common questions and describes how to resolve problems quickly and efficiently. If the Customer encounters an issue that cannot be resolved, however, the Customer should then open a support case online in the support portal, by email, by shared Slack channel (if applicable), or by calling SambaNova’s dedicated support hotline. We recommend reviewing the article “SambaNova Systems Support File Upload Procedures and Policies” before submitting support cases.

Support Case Information

Once a support case is opened, the information that the Customer provides will allow the case to be routed to the appropriate support expert that can quickly find a solution. Some of the information that the Customer will be asked to enter includes:

• Product
• Problem Description
• Priority
• P1: Critical Service Disruption: A critical issue causing significant disruption to business operations, resulting in complete loss of service or severe impact on functionality.
• P2: Significant Service Impairment: A major issue causing substantial impairment to business operations, resulting in partial loss of service or considerable impact on functionality.
• P3: Moderate Service Issue (default): A moderate issue or technical question that may or may not be causing some disruption to business operations, but with no impact on overall functionality.
• P4: Feature Request or Enhancement: A request for a new feature, enhancement, or improvement to an existing product or service.
• P5: General Inquiry or Information Request: A non-technical inquiry or request for information, such as billing, licensing, or general product information.

Support Case Data Types

Diagnostic Data:

This includes but is not limited to configuration , metadata and log files from the entire stack : switches, pdus, operating systems, XRDUs, Kubernetes control plane, and/or application. Any data that is considered required for a break/ fix triage.

Test Case Data:

If deemed necessary for defect or break/fix resolution a reproducible test case may be requested. This could include up to Customer checkpoints for triage of BYOC model issues.

Support Case Data Retention

SambaNova will remove any and all case-related data, from our secure servers, no later than 30 days following case closure.

Support Case Data Scrubbing Advisory

SambaNova requests that any and all sensitive information is scrubbed, by the Customer, prior to the data being uploaded unless said data is absolutely required for diagnostics or test case reproduction. If the data provided cannot be scrubbed, it is contingent upon the Customer to provide the list of files containing the sensitive data and classification of the same.

SambaNova requests that no HIPAA nor Payment Card data is provided unless previously negotiated as required with SambaNova leadership. SambaNova Support will broker that negotiation.

Service Level Agreement (SLA)

The Service Level Agreement (SLA) initially provided with SambaRack is standard level, which includes:

• Support Hours: Monday – Friday 9am-6pm local standard time
• Initial response times:
• P1: 2 hours
• P2: 3 hours
• P3: 4 hours
• P4: 24 hours
• P5: 24 hours

Software and Hardware Support

In software cases, the support expert will investigate and determine if a configuration change or software update is required and advise the Customer accordingly. Please note we will only support software that is one release back from current, commonly referred to as “N-1” where N is the latest software release. If you hit an issue that requires engineering while on an older release, we will ask you to bring the system to a compliant level before engaging engineering. Software updates will be delivered via a secure repository. End-to-end software issue resolution times are not provided as those are dependent on the specific case.

In hardware cases, the support expert will investigate and determine if reseating of hardware can fix the issue or a replacement is required.

• For Customer replaceable units (CRUs) that need reseating, the support expert will advise the Customer on the proper steps to follow.
• For CRUs that need replacing, SambaNova will ship the part to the Customer and the support expert will advise the Customer on the proper steps to follow to replace the part. SambaNova will ship the part to the Customer within 2 business days of the part replacement being agreed to with the Customer and support.
• If the support expert generates a return merchandise authorization (RMA), the Customer will ship the part back to SambaNova with the shipping authorization included in the RMA so that SambaNova can perform root cause analysis (RCA). The outcomes and any remedial action to prevent recurrences will be shared with the customer at the conclusion of RCA.
• For field replaceable units (FRUs) that need reseating, the support expert will coordinate with the customer a field visit by a SambaNova technician that will do the reseating.
• For FRUs that need replacing, SambaNova will ship the part to the Customer within 2 business days of the part replacement being agreed to with the Customer and support. The support expert will coordinate with the customer a field visit by a SambaNova technician that will do the replacement. If the support expert generates a return merchandise authorization (RMA), the SambaNova field technician or the customer will ship the part back to SambaNova with the shipping authorization included in the RMA so that SambaNova can perform root cause analysis (RCA).

All hardware and software products are offered subject to a defined product lifecycle, which includes an End of Sale (EOS) date and an End of Life (EOL) date, as determined by the Company in its sole discretion. The End of Sale date is the date after which the applicable product will no longer be made available for purchase. At EOS, hardware, software and models enter a maintenance window during which existing functionality is supported and no new enhancements are made. The End of Life date is the date on which all support, maintenance, updates, upgrades, models and other services for the product will be discontinued. Unless otherwise expressly agreed to in writing by the Company, the End of Life date shall occur no later than three (3) years following the applicable End of Sale date. The Company reserves the right to modify product lifecycle dates at any time.

Collaboration and Escalation

SambaNova commits to working in a collaborative fashion with the Customer to answer any question and solve any problems. To accomplish this collaboration, SambaNova requires the Customer to commit the case contact within the organization to respond to questions, diagnostic data requests, and solutions within a timely manner. Any case without a Customer response, with the status of "Solution Offered" or "Pending Customer", in over 3 of your organization's working days will be slated for automatic closure unless additional time has been previously discussed. Escalations may be directed to the Customer’s regional lead.

Exhibit B

Shipping and Deployment Prerequisite List

Trade Compliance

For shipments outside the United States (U.S.), shipping and trade compliance responsibility will be determined by the IncoTerm which is Ex-Works unless stated otherwise in the Order Form. All information is required to be provided to SambaNova prior to rack shipment. This detail includes, but not limited to:

• Importer of Record
• Customs Broker
• Freight Forwarder
• Ship to details (complete physical delivery address required)

For importing, Customers are required to comply with all country-specific import regulations.

For re-exporting SambaNova racks, customers are to adhere to all U.S. export regulations.

Provide a contact who will be responsible for providing the above information in a timely manner (mandatory information which must be provided at the point of signing the Order Form and Terms and Conditions):

Data Center Readiness

Loading dock and access path to data center hall:

• Ramps and pathways do not exceed 10% grade.
• The Customer to coordinate the need for any rack or crate movement like floor coverings, pallet jacks, and transition plates, inline with Section 7 of the Order Form.
• Doorways and pathways should provide enough clearance for the delivered crates:
• 88.5” x 42” x 64” (HxWxD) / 2.25 m x 1.07 m x 1.63 m (HxWxD)
• If doorways / pathways are an issue, the racks can be uncrated but still require enough clearance for the following dimensions:
• 78.5” x 24” x 50” (HxWxD) / 2.00 m x 0.61 m x 1.27 m (HxWxD)
• If a rack needs to be uncrated due to hall / doorway clearance constraints, the racks must be uncrated in an area that protects the racks from environmental conditions.
• Pathways must be clear of obstructions, stairs, gaps, large cracks, or transitions.
• If gaps / transitions do exist, the customer is responsible for providing proper floor covers or transition plates to safely move the racks to the data hall.
• If pathways need to be protected due to rack weight, the customer is responsible for providing the proper floor coverings that are required by the data center.
• Ensure the packed crate or rack weights do not exceed pathway, elevator/lift ratings, or raised floor ratings:
• Packed crate (includes rack, cables, and accessories): 1527 lbs / 693 kg
• Individual racks only: 1146 lbs / 520 kg

Provide a contact for delivery details, data center readiness, and ongoing support in a timely manner (mandatory information which must be provided at the point of signing the Order Form and Terms and Conditions):

Data Center Hall Requirements

General Environmental:

• Each SambaNova rack max power rating is 16.4 kW. The data center must have sufficient spare A/C cooling capacity to satisfy the rack(s) being installed.
• 55,960 BTU / Hour
• 4.7 tons (refrigeration)
• Humidity must be maintained at non-condensing levels between 20% and 80% RH to ensure proper operation.
• SambaNova employs a front-to-back airflow cooling methodology, with cool air ingested at the front of the rack and hot air expelled at the rear of the rack. The data center must ensure airflow is adequate.
• Ambient (or ingested) air temperature should remain in the range 15 Celsius (59F) to 30 Celsius (86F) for proper operation.
• Operational altitude should not exceed 9,842 ft (3,000 m).

Power:

• Two power receptacles are to be provided to each SambaNova rack.
• Redundant power feeds (i.e. power feed A and power feed B) will be supplied to the SambaNova racks, as the racks are pre-cabled to ensure redundant power distribution units provide maximum uptime of servers and accelerators in the event of a power supply issue in the data center.
• Ensure that the correct type of power is available in the data center for the:
• 3-phase
• 208 VAC at 60 A or 415 VAC at 30/32 A
• SambaNova provides required power cables for the SambaNova racks. Select one of the two suitable power cable types that will match the outlet types in your data center (select one only):
• [Recommended] IEC 60309 3P+N+E, 6h receptacle for 30A/32A, 415V WYE input power (Vertiv FSC3U002)
• [Alternative] IEC 60309 3P+E, 9h receptacle for 60A, 208-240V DELTA input power (Vertiv FSC3N006)*

* In the event Customer selects 208-240 V at 60 A power, additional power capping may be required which will have a direct impact on performance.

• Power receptacles/connectors will be within reach of the power plugs exiting the SambaNova racks. These lengths are:
• SambaRack SN40L-16 rack has a 4 ft (1.2 m) cord power inlet cord exiting at the top or the bottom of the rack.
• The Core Services Rack has a 10 ft (3 m) power inlet cord exiting at the top of the rack and able to accommodate underfloor cabling placed within 1.5 ft (0.5 m) of the floor level.
• Power needs to be allocated to meet the potential power draw demand per SambaNova rack:
• SambaNova SN40L-16 rack: Max - 16.4 kW, Typical - 10 kW
• Core Services Rack: Max - 7 kW, Typical - 4.8 kW
• Grounding of the racks must be in place prior to energizing the SambaRack SN40L-16 rack.
• The network cables/connections must be commissioned and routed to the designated location before system installation. These networks are for management (RJ45/copper) and high-speed (fiber) user access.
• Racks will need to acclimatize for up to 24-hours in their final locations before closing the breakers and energizing the rack components. This prevents damage to the rack components from thermal shock or potential condensation.

Networking Requirements:

Network connectivity is expected to be provided to the SambaNova SambaStack environment. The customer is to provide an appropriate subnet for management / out-of-band (OOB) network and a high-speed front-end data network. As part of the installation and configuration, the customer is responsible to set/configure appropriate customer specific details. Proper documentation for this will be provided by SambaNova.

Customer to ensure proper network downlink connections are made available to the Core Services Rack (CSR). The CSR is the centralized rack where all physical network connections are made. The following network connection needs are:

• Management: 3x RJ45 Copper ( CAT5e or higher) that are untagged/access mode.
• Front-end: 4x fiber (type to match selected transceiver type below) that are in a LAG (Link Aggregation Group) tagged/trunk mode.

SambaNova provides four uplink transceivers for the high-speed front-end network switches in the CSR. Select the appropriate transceiver type to be included for this deployment (select one only):

• Juniper compatible QSFP-100G-SR4: 100GBASE-SR4 QSFP28 4 x 25G NRZ 850nm 100m MPO-12/UPC MMF Transceiver Module
• Juniper compatible QSFP-BIDI-100G: 100GBASE-SR SWDM4 QSFP28 BiDi 4 x 25G NRZ 850/880/910/940nm 100m Duplex LC/UPC MMF Transceiver Module
• Juniper compatible QSFP-CWDM4-100G: 100GBASE-CWDM4 QSFP28 4 x 25G NRZ 1310nm 2km Duplex LC/UPC SMF Transceiver Module
• Juniper compatible QSFP-SR4-40G: 40GBASE-SR4 QSFP+ 850nm 150m MPO-12/UPC MMF Transceiver Module
• Juniper compatible QSFP-PLR4-40G: 40GBASE or 4 x 10GBASE-LR QSFP+ 1310nm 10km MPO-12/APC SMF Transceiver Module

SambaNova to provide four uplink transceivers between two of the high-speed data switches in the Core Services Rack (CSR), as well as Juniper compatible QDD-SR8-400G transceivers for interconnectivity between the CSR and SambaNova SambaRacks. For each SambaRack, eight transceivers will be provided and will be populated in the following:

• 4x QDD-SR8-400G transceivers in the CSR
• 4x QDD-SR8-400G transceivers in the SambaRack

The Customer is responsible for providing needed fiber and RJ45 copper cables between the CSR and each of the SambaRacks. The following quantity and type will need to be provided at a minimum:

• RJ45 Copper: CAT5e or higher. Cable jacket dependent on customer site requirements and cable length dependent on cable runs.
• Qty: 3 per SambaNova SN40L-16
• Fiber: MTP/MPO-16 APC (Female) to MTP/MPO-16 APC (Female), 16 Fibers, Multimode (OM4) 0.35dB, Crossover/Twisted/Type-B. Cable jacket dependent on customer site requirements and cable length dependent on cable runs.
• Qty: 4 per SambaNova SN40L-16

Service Infrastructure and Setup:

Customer to provide a Layer-4 load balancer to distribute service API requests across multiple end-points within the CSR. This load balancer should be capable of supporting greater than 100,000 requests per second.

For the API service portion of the SambaStack product, two URLs are required for the following:

• Service API Front-End: Used to send API inference requests to
• Administration UI: For custom bundle deployments and user management

These URLs need to resolve to the load balancer front-end virtual IP (VIP) address. Each of these URLs also requires a signed TLS certificate. Self-signed certificates are not supported. For more details on requirements, please refer to the SambaStack product documentation.

SambaStack requires a new Kubernetes Control Plane with Rancher Kubernetes Engine 2 (RKE2) to be installed and configured. SambaNova provides three x86 based systems in the CSR for this purpose and will provide documented best practices and reference architectures for this.

For deployments that are not considered disconnected/air-gapped, a minimum of 1 Gbps network ingress/download speed is required to download required packages and models. Documentation will be provided for required outbound URLs and ports that will need to be allowed through firewalls/proxies.

For deployments that are considered disconnected/air-gapped, a local repository (like JFrog Artifactory) and an OCI-compliant container registry (like Harbor) will be required and accessible from the high-speed front-end network, along with 15 TB+ of available storage to host the packages and containers.

Customer is responsible for the software installation and configuration of the SambaNova SambaStack platform. Proper documentation is provided for this operation. Alternatively, installation and configuration services are available at additional cost, and would require additional engagements to collect site specific configuration details.