Terms of Service
These Terms of Service ("Terms") govern your access to and use of the website https://it.tivaniaou.com and the services provided by Tivania OÜ, a company duly incorporated under the laws of Estonia with registered address at Pae tn 21-25, Lasnamäe linnaosa, Tallinn, 11415, Estonia ("Tivania"). For the purposes of these Terms, references to "Client" and "you" mean any individual or legal entity accessing or using the website and/or ordering Tivania's services.
Tivania provides commercial Infrastructure-as-a-Service ("IaaS") — including bare-metal and virtualized GPU and CPU compute capacity rental — to business customers (the "Services"). The Services may be provided on hardware that is subject to U.S. export controls, including the Export Administration Regulations ("EAR"), and to sanctions and export control laws of the European Union, the Republic of Estonia, the Republic of Finland, the United Kingdom, the United Nations, and other applicable jurisdictions (collectively, "Applicable Export Laws"), wherever the Client is located and however the Services are accessed.
By accessing or using the website, or by ordering or using the Services, you acknowledge that you have read, understood, and agreed to be bound by these Terms. If you do not agree to these Terms, you must discontinue use of the website and the Services.
1. Use of the Website and Services
1.1. Tivania's website and Services may be used solely for lawful purposes, in good faith, and in a manner consistent with these Terms, applicable law, generally accepted standards of conduct in the technology and infrastructure sector, and any separate written agreement entered into between the parties.
1.2. The Client shall not, directly or indirectly:
• interfere with, disrupt, or attempt to disrupt the operation, availability, performance, or security of the website or the Services, including by introducing malicious code, denial-of-service activities, or any form of system abuse;
• attempt to gain unauthorized access to any part of the website, the Services, underlying infrastructure, servers, networks, databases, or systems connected to or used in connection with the foregoing, whether through hacking, credential harvesting, vulnerability scanning, or other unauthorized means;
• use any automated tools, scripts, bots, crawlers, scrapers, or similar technologies to access, monitor, copy, or extract data from the website or the Services without Tivania's prior written consent;
• circumvent, disable, or otherwise interfere with security-related features, access controls, rate limits, authentication mechanisms, or usage restrictions implemented by Tivania;
• engage in any activity that may impair, degrade, or compromise the functionality, stability, integrity, or reliability of the website, the Services, or Tivania's technical infrastructure;
• use the website or the Services in a manner that infringes intellectual property rights, confidentiality obligations, or other proprietary rights of Tivania or third parties;
• use the website or the Services for the purpose of developing, testing, or operating competing services, or for reverse engineering, benchmarking, or security testing without explicit authorization;
• upload, transmit, or otherwise make available any content that is unlawful, harmful, misleading, or intended to facilitate fraudulent, abusive, or malicious activity.
1.3. Tivania reserves the right to implement technical and organizational measures necessary to protect the website, the Services, and its infrastructure, including monitoring, access controls, traffic management, geo-fencing, and temporary restrictions.
1.4. Any violation of this Section may result in immediate suspension or termination of access to the website and the Services, without prejudice to Tivania's right to seek legal remedies or damages permitted by applicable law.
2. Information Provided on the Website
2.1. All information, materials, descriptions, technical references, and other content made available on the website are provided for general informational purposes only and are not intended to constitute professional, technical, legal, regulatory, or compliance advice.
2.2. The website is not intended to create, and shall not be deemed to create, any partnership, joint venture, agency, fiduciary, or other special relationship between Tivania and the Client.
2.3. Nothing on the website shall be interpreted or relied upon as a binding offer, public offer, guarantee, warranty, or commitment to provide any Services, infrastructure, hardware, or technical resources, or as a representation regarding availability, performance, capacity, or suitability.
2.4. Any engagement for Services is subject to (i) successful completion of Tivania's onboarding and compliance procedures and (ii) a separate written agreement, duly executed by the parties, which shall exclusively govern the scope of Services, technical specifications, commercial terms, service levels, responsibilities, and liability. In the event of any inconsistency or conflict between such agreement and these Terms, the provisions of the separate written agreement shall prevail, save that any provision in these Terms relating to export control, sanctions, or AML obligations shall not be reduced in scope or strictness by any separate agreement.
2.5. Tivania may modify, update, suspend, or remove any information on the website at its discretion and without prior notice, and does not undertake any obligation to ensure that website content remains current, complete, or applicable to any specific use case.
2.6. While reasonable efforts may be made to present accurate and reliable information, Tivania makes no representations or warranties, express or implied, as to the accuracy, completeness, or continued validity of the content published on the website.
2.7. Any reliance by the Client on information obtained from the website is undertaken entirely at the Client's own risk. Tivania shall not be responsible for any decisions, actions, or omissions taken based on such information.
2.8. For any legally binding information, technical confirmations, or service-related inquiries, the Client is encouraged to contact Tivania directly through the contact details provided on the website.
2.9. The website and the Services are intended solely for use by individuals and legal entities acting in a professional or business capacity. The website is not directed to, and is not intended for use by, minors. Individuals under the age of eighteen (18) are not permitted to access or use the website or the Services. Tivania does not knowingly collect or solicit information from minors. If Tivania becomes aware that information has been provided by a minor, such information may be removed without notice.
3. Intellectual Property Rights3.1. All materials made available on the website, including but not limited to text, graphics, images, logos, trademarks, software elements, technical layouts, design elements, and other content (collectively, the "Content"), are the exclusive property of Tivania or its licensors and are protected by applicable intellectual property laws and international treaties.
3.2. Nothing in these Terms or on the website shall be construed as granting the Client any license, right, or interest in the Content, except for a limited, non-exclusive, non-transferable right to access and view the website for lawful purposes.
3.3. The Client shall not, without Tivania's prior written consent, copy, reproduce, modify, distribute, transmit, publicly display, commercially exploit, or otherwise use any Content, in whole or in part, for any commercial or competitive purpose.
3.4. Any unauthorized use of the Content may result in civil or criminal liability under applicable law and entitle Tivania to seek injunctive relief, damages, and any other remedies available.
3.5. All intellectual property rights not expressly granted under these Terms are expressly reserved by Tivania.
4. Submission of Information4.1. By submitting any information to Tivania through the website, including via contact forms, by email, or by postal correspondence using the contact details published on the website, the Client represents and warrants that such information is accurate, complete, and provided voluntarily.
4.2. The submission of information constitutes the Client's acknowledgement that Tivania may collect, store, and process such information solely for the purposes of responding to inquiries, communicating with the Client, evaluating potential cooperation, and, where applicable, performing compliance, legal, or contractual assessments.
4.3. Tivania processes information provided by the Client in a manner consistent with the General Data Protection Regulation (GDPR) and generally accepted data protection principles, including limitation of purpose, data minimization, and reasonable security measures, and does not use such information for unrelated purposes.
4.4. The Client acknowledges that the transmission of information via the website, email, or postal services may not be fully secure and submits such information at its own risk.
4.5. The Client shall not submit confidential, sensitive, or proprietary information unless expressly requested or agreed by Tivania in writing.
4.6. Where required by applicable law, Tivania may retain submitted information for compliance, record-keeping, or legal purposes for a minimum period of five (5) years from the end of the business relationship, in line with applicable AML and export-control recordkeeping requirements.
4.7. Tivania does not knowingly collect information from minors. Any information submitted in violation of this provision may be removed without notice.
5. Compliance, Onboarding, and Sanctions5.1. Access to the website and any subsequent engagement with Tivania in relation to the provision of Services is subject to compliance with these Terms, applicable law, and Tivania's internal compliance policies. Any interaction regarding potential or actual Services may include preliminary communications, onboarding procedures, compliance checks, sanctions and restricted-party screening, and ongoing monitoring.
5.2. Prior to commencing any Services, and at any time during the course of the relationship, Tivania may conduct compliance, onboarding, and due diligence procedures, including:
• anti-money laundering (AML) and know-your-customer (KYC) verification, conducted through a third-party identity verification provider (such as Sumsub or equivalent), including government-issued ID verification, liveness check, proof of address, email and phone verification;
• sanctions and restricted-party screening against the lists referenced in Section 5.4 below, on initial onboarding and on a continuing basis (no less than once every six (6) months);
• politically exposed person (PEP) screening and adverse media checks;
• for legal entity Clients, ultimate beneficial ownership (UBO) verification and corporate ownership-structure due diligence;
• for advanced compute Services (as defined in Section 6 below), enhanced due diligence including project description, source-of-funds declaration, and end-use representations;
• such additional verification of payment instruments and source of funds as Tivania may consider necessary in light of the applicable AML and sanctions framework.
5.3. Tivania conducts its activities in full compliance with applicable international sanctions, export controls, and restrictive measures, and does not provide Services, directly or indirectly, to individuals, legal entities, or jurisdictions subject to sanctions or restrictions imposed by, including but not limited to:
• the European Union, including all measures issued under Council Regulations and CFSP Decisions;
• the United States, including (i) sanctions administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury, including the Specially Designated Nationals and Blocked Persons List (SDN); (ii) the Bureau of Industry and Security (BIS) Entity List, Military End-User (MEU) List, and Denied Persons List (DPL); and (iii) the U.S. Department of State Debarred Parties List;
• the United Kingdom, including sanctions administered by HM Treasury / Office of Financial Sanctions Implementation (OFSI);
• Canada, Australia, Japan, Switzerland, and other jurisdictions whose sanctions or restrictive measures may from time to time apply to Tivania's activities;
• the United Nations Security Council;
• any other competent authority of the Republic of Estonia or the Republic of Finland.
5.4. Tivania does not provide Services to any individual or entity that is, or is acting on behalf of or for the benefit of, any person or entity that is:
• located, ordinarily resident, organized, or headquartered in any country or territory subject to comprehensive sanctions at the time of the Services, including (without limitation) Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, and the so-called Donetsk, Luhansk, Kherson, and Zaporizhzhia regions of Ukraine, the Russian Federation, and the Republic of Belarus;
• listed on, or owned (directly or indirectly, individually or in the aggregate, fifty percent (50%) or more) by parties listed on, any of the lists referenced in Section 5.3 above, or otherwise controlled by such parties;
• designated as high-risk or non-cooperative by the Financial Action Task Force (FATF), including jurisdictions on the FATF black list or grey list, or subject to equivalent restrictive, high-risk, or increased-monitoring designations issued by competent authorities.
5.5. The Client represents and warrants on a continuous basis that:
• it is not subject to sanctions, restrictive measures, or asset-freeze regimes under any of the authorities or lists referenced in Sections 5.3 and 5.4;
• it is not owned or controlled by, nor acting on behalf of, any sanctioned or restricted person or entity;
• it does not operate in, from, or for the benefit of any sanctioned or high-risk jurisdiction;
• if the Client is a legal entity, neither the Client, nor any of its parents, nor its ultimate parent entity, is headquartered in any of the following jurisdictions: Afghanistan, Belarus, Burma (Myanmar), Central African Republic, China (including Hong Kong), Congo (Democratic Republic of), Cuba, Eritrea, Haiti, Iran, Iraq, Lebanon, Libya, Macau, Nicaragua, North Korea, Russia, Somalia, South Sudan, Sudan, Syria, Venezuela, or Zimbabwe;
• the source of funds used to pay for the Services is lawful and is not derived from illegal, fraudulent, or sanctioned activities.
5.6. The Client agrees not to use, transfer, export, re-export, sublicense, or otherwise make available any Services, technologies, materials, or deliverables provided by Tivania in violation of sanctions, export-control laws, or restrictive measures, whether directly or indirectly. The Client further agrees to flow down the obligations of this Section 5 and Sections 6, 7, and 8 of these Terms to any of its end users or customers who obtain access to the Services through the Client (in accordance with Section 8.4 below).
5.7. Tivania performs sanctions and restricted-party screening on the Client and, where applicable, on its identifiable end users and beneficial owners, at the time of onboarding and on a continuing basis. Tivania may also monitor aggregate usage patterns of the Services for compliance purposes, subject to Applicable Export Laws and data protection law.
5.8. For AML/KYC and related compliance purposes, Tivania may request identification documents, corporate records, ownership and control information, beneficial ownership disclosures, financial-statement excerpts evidencing source of funds, project descriptions, end-use declarations, or any other information reasonably necessary to verify the Client's identity, legal status, financial standing, and compliance profile. The Client shall promptly provide all requested information and documentation, and shall ensure that such information remains accurate, complete, and up to date throughout the course of the relationship.
5.9. All information and documents provided by the Client, whether during onboarding or at any later stage, are and shall remain true, accurate, complete, up to date, and free from the omission of any material information. The Client agrees to promptly notify Tivania, and in any event within five (5) business days, of any change that may render any representation in these Terms or in the Customer Compliance Declaration referenced in Section 5.13 below inaccurate, including any change in residence, citizenship, beneficial ownership, parent entity, or use of the Services. Tivania relies on the accuracy and completeness of the information provided and shall not be responsible for any consequences arising from the submission of false, misleading, outdated, or incomplete information.
5.10. The Client represents and warrants that it is solvent on a statutory basis in all jurisdictions in which it conducts business or is licensed and undertakes to promptly notify Tivania of any material adverse change in its financial condition. The Client further represents that all fees paid or payable under these Terms and any separate agreement with Tivania are derived exclusively from lawful sources and do not originate from illegal, fraudulent, or prohibited activities.
5.11. Tivania may, at its sole discretion, refuse to commence Services, suspend ongoing Services, or terminate an existing relationship if:
• the Client fails or refuses to satisfy AML/KYC, sanctions, or export-control requirements;
• inaccurate, misleading, or incomplete information has been provided;
• elevated risk indicators or compliance concerns arise during due diligence or ongoing monitoring;
• a payment received or proposed cannot be cleared through Tivania's AML and source-of-funds procedures referenced in Sections 5.2 and 7 of these Terms;
• Tivania reasonably believes that continued provision of Services may expose it to legal, regulatory, compliance, or reputational risk.
5.12. Tivania shall not be obliged to disclose the reasons for any decision taken under this Section, to the extent permitted by applicable law.
5.13. In addition to these Terms, the Client may be required to execute a separate Customer Compliance and End-Use Declaration, and (for advanced compute Services) an Annex thereto, in the form provided by Tivania. Such declaration is incorporated by reference into the Client's relationship with Tivania, and any breach thereof shall constitute a material breach of these Terms.
5.14. The Client acknowledges that compliance-related measures taken by Tivania under this Section do not constitute a breach of these Terms and shall not give rise to any liability on the part of Tivania.
5.15. Any breach of this Section, including misrepresentation regarding sanctions status, headquarters location, beneficial ownership, compliance, solvency, or source of funds, shall constitute a material breach of these Terms and may result in immediate suspension or termination of Services without prior notice and without liability on the part of Tivania. The Client shall indemnify and hold harmless Tivania from any losses, penalties, claims, damages, or liabilities arising out of or related to violations attributable to the Client.
6. Advanced Compute Services and U.S. Export Controls
6.1. This Section 6 applies whenever the Services include the use of hardware classified as a "Restricted IC Product" under EAR §744.23 and related provisions, including (without limitation) servers and computing components incorporating NVIDIA H100, H200, B100, B200, GB200, or comparable accelerators (collectively, "Advanced Compute Services"). The Client acknowledges that, even though the Services are provided in the European Union, the underlying hardware originated in the United States and remains subject to the EAR throughout its lifecycle.
6.2. The Client acknowledges and agrees that:
• Restricted IC Products and the technical data associated with them are subject to the requirements of the EAR, including the applicability of the EAR to certain items produced outside of the United States (e.g., through the Foreign Direct Product Rules of the EAR or the De Minimis provisions of the EAR);
• any change of end user or end use within the same country in which the Services are provided constitutes a "transfer (in-country)" of the relevant items for the purposes of the EAR, and accordingly the Client undertakes to comply with the obligations in this Section 6 on a continuing basis throughout the term of the Services;
• Tivania, as the lawful purchaser and operator of the underlying hardware, has executed Advanced IC and Computing & Headquarters certifications with its hardware suppliers, the obligations of which are passed through to the Client by virtue of these Terms.
6.3. The Client represents, warrants, and undertakes that the Advanced Compute Services, alone or in combination with the Client's other resources, shall not, without first obtaining all required authorizations from the U.S. Government and any other applicable government:
• be exported, re-exported, or transferred (in-country) to or within China, Hong Kong, Macau, Russia, Belarus, or any other country listed in Country Group D:5 of the EAR or otherwise subject to comprehensive U.S. sanctions;
• be made available, directly or indirectly, to any entity headquartered in, or whose parent or ultimate parent is headquartered in, any of the following countries or regions: Afghanistan, Belarus, Burma (Myanmar), Central African Republic, China (including Hong Kong), Congo (Democratic Republic of), Cuba, Eritrea, Haiti, Iran, Iraq, Lebanon, Libya, Macau, Nicaragua, North Korea, Russia, Somalia, South Sudan, Sudan, Syria, Venezuela, or Zimbabwe;
• be made available to any party subject to the U.S. Entity List, Military End-User List, Denied Persons List, the OFAC SDN List, or any equivalent restricted-party list referenced in Section 5.3 of these Terms, including any party owned (directly or indirectly, individually or in the aggregate, fifty percent (50%) or more) by one or more such parties;
• be used in relation to any "supercomputer" (as defined in EAR §772.1 — that is, a computing system having a collective maximum theoretical compute capacity of 100 or more double-precision (64-bit) petaflops, or 200 or more single-precision (32-bit) petaflops, within a 41,600 ft³ or smaller envelope) where any component of that system is located in, or accessed by any person located in, China, Hong Kong, Macau, or any other destination in Country Group D:5 of the EAR.
6.4. The Client further represents, warrants, and undertakes that the Advanced Compute Services shall not be used, alone or in combination with other resources, for any of the following prohibited end uses:
• the design, development, production, testing, stockpiling, deployment, or use of nuclear weapons, missiles, rockets, unmanned aerial vehicles (UAVs), chemical or biological weapons, or their delivery systems;
• any military end use in a country or territory subject to an arms embargo under EU, U.S., U.K., or U.N. regulations;
• the development, training, fine-tuning, or operation of artificial intelligence models the primary purpose of which is to enable: (i) mass surveillance, arbitrary or unlawful monitoring of populations, social scoring, or predictive policing; (ii) the creation of cyber-offensive tools or means of bypassing information-security controls; (iii) any other activity facilitating serious human rights violations;
• the training of foundation or general-purpose AI models with cumulative training compute exceeding 10²⁵ floating-point operations (FLOPs) (the threshold defined under Article 51 of Regulation (EU) 2024/1689 (the "AI Act")), unless the Client has notified Tivania in writing in advance and provided evidence of compliance with all notification obligations under the AI Act and Applicable Export Laws.
6.5. The Client undertakes to implement and maintain internal controls reasonably designed to ensure that none of its end users, customers, employees, contractors, or other persons accessing the Advanced Compute Services through the Client violate the obligations set out in this Section 6, including (without limitation) IP geo-filtering, access controls, and identity verification of any third party to whom access is granted.
6.6. The Client acknowledges that, in connection with regulatory developments affecting Infrastructure-as-a-Service providers (including without limitation the U.S. Cloud Infrastructure KYC Rule and equivalent EU and Estonian regulatory measures), Tivania may from time to time impose additional obligations or request additional information from the Client necessary to maintain compliance with Applicable Export Laws. The Client agrees to cooperate in good faith with such requests.
6.7. The Client acknowledges that:
• there may be future disruptions to the availability of advanced integrated circuits, and there is no guarantee that identical or compatible replacements will be available under any warranty claim or support service if a Restricted IC Product becomes unavailable or sanctioned in the country where the Services are provided;
• Tivania is required to retain, for a minimum period of five (5) years from the end of the business relationship, all records relating to compliance with Applicable Export Laws, and the Client consents to such retention.
7. Fees and Payment Compliance
7.1. Fees for the Services and the applicable payment schedule shall be set out in the separate written agreement, order form, or invoice issued by Tivania. Unless otherwise specified, all fees are exclusive of applicable taxes.
7.2. The accepted methods of payment, the corresponding payment instructions, and any associated currency or settlement requirements shall be communicated to the Client by Tivania in connection with the relevant order or invoice. Tivania may, at its sole discretion, accept or decline particular methods of payment, and may modify the available methods at any time in light of regulatory developments, AML considerations, or operational constraints.
7.3. Regardless of the method used, all payments must be made through traceable channels and must originate from a payment source held by the Client in the Client's own name. Payments from third parties whose name does not match the name of the Client are not accepted unless such third party has been disclosed to and approved by Tivania in writing in advance, in which case Section 7.6 below shall apply.
7.4. Tivania may, at any time before or after a payment is received, request that the Client provide reasonable documentary evidence of (i) the identity of the payer, (ii) the lawful origin of the funds used, and (iii) the absence of any sanctions, AML, or other compliance concern in respect of the payment. The Client shall promptly provide such evidence and shall ensure that the information provided is accurate, complete, and up to date.
7.5. Tivania reserves the right to refuse, return, or hold any payment that, in its reasonable assessment, presents AML, sanctions, export-control, or other compliance risk, or that does not satisfy the requirements of Sections 7.3 or 7.4 above. Where a payment has already been received and subsequently fails Tivania's compliance review, Tivania may, at its sole discretion, suspend the Services pending resolution, retain the payment under Section 5 of these Terms, or initiate a refund subject to applicable AML, sanctions, and tax obligations. Any refund shall be returned only to a verified payment source held by the Client in the Client's own name.
7.6. Where a third party makes a payment to Tivania on the Client's behalf with Tivania's prior written approval, the Client must proactively disclose the third party's full legal name, country of registration or residence, registration number (if applicable), authorized representatives, beneficial ownership structure, and a representation that the third party complies with all sanctions and AML requirements applicable to it. The Client remains fully responsible for ensuring that any such third party meets the requirements of these Terms, and the indemnification obligations in Section 13 extend to any payment made on the Client's behalf.
7.7. Late payments may, in addition to other remedies available to Tivania under these Terms or applicable law, result in suspension of the Services and the application of statutory default interest under Estonian law.
8. Restrictions on Resale, Sub-leasing, and Onward Provision
8.1. The Client shall not resell, sublease, redistribute, or otherwise grant access to the Services, in whole or in part, to any third party without Tivania's prior written consent.
8.2. Where Tivania consents in writing to such resale or sub-leasing, the Client undertakes to:
• perform reasonable KYC, sanctions, and restricted-party screening of each end user before granting access, equivalent in substance to the procedures applied by Tivania under Section 5;
• flow down to each end user, by way of a binding written agreement, all relevant obligations contained in Sections 5, 6, and 7 of these Terms, including without limitation the prohibitions on transfer to restricted countries, restricted parties, and prohibited end uses;
• retain primary responsibility for the compliance of each end user with such obligations, including liability for any breach by an end user;
• maintain records of each end user and their compliance status for a minimum of five (5) years and make such records available to Tivania upon reasonable request;
• notify Tivania promptly of any actual or suspected breach of these obligations by an end user.
8.3. The Client acknowledges that, under U.S. EAR §744.23 and related provisions, each change of end user within the same country in which the Services are provided constitutes a "transfer (in-country)" of the underlying Restricted IC Product. The Client further acknowledges that the obligations in this Section 8 are essential to maintaining compliance with Applicable Export Laws.
8.4. Any breach of this Section shall constitute a material breach of these Terms and may result in immediate suspension or termination of the Services without notice.
9. Suspension and Termination
9.1. Tivania may, at its sole discretion, suspend access to the website, restrict the Client's use of the website or the Services, and/or refuse, suspend, or terminate the provision of any Services, with immediate effect, without prior notice and without liability on the part of Tivania, if:
• the Client breaches these Terms or any separate agreement with Tivania;
• the Client fails to comply with AML, KYC, sanctions, export-control, or other compliance requirements set out in Sections 5, 6, 7, or 8 of these Terms;
• inaccurate, misleading, or incomplete information has been provided;
• Tivania determines that continued cooperation may expose it to legal, regulatory, compliance, or reputational risk;
• required by applicable law or competent authorities;
• the Client is, or becomes, involved in unlawful activities, including suspected violations of applicable law, criminal investigations, enforcement actions, or judicial proceedings, which, in Tivania's reasonable opinion, may adversely affect Tivania;
• the Client fails to pay any fees or charges when due, or otherwise breaches its payment obligations under Section 7.
9.2. The Client may discontinue use of the website at any time. Termination or discontinuation of Services shall be governed by the terms of the applicable separate agreement, if any.
9.3. Upon termination or suspension of the Client's access to the website and/or termination or suspension of the provision of any Services (as applicable):
• the Client's right to access or use the website and the Services shall immediately cease;
• any licenses or permissions granted under these Terms shall automatically terminate;
• Tivania may block access, deactivate credentials, or take other reasonable technical measures, including the immediate isolation of any Client environment to prevent further use;
• termination shall not affect any accrued rights or obligations of either party, including payment obligations of the Client and compliance representations that survive termination by their nature.
9.4. Sections relating to intellectual property rights, compliance and sanctions (Sections 5 and 6), payment compliance (Section 7), restrictions on resale and sub-leasing (Section 8), disclaimers, limitation of liability, indemnification, governing law, dispute resolution, recordkeeping, and any other provisions which by their nature are intended to survive termination shall remain in full force and effect for the period required by applicable law (and in any event for a minimum of five (5) years).
9.5. Termination or suspension in accordance with these Terms shall not give rise to any liability on the part of Tivania, except to the extent such liability shall be imposed under applicable law.
10. Third-Party Websites and Services
10.1. The website may contain links to third-party websites, platforms, or services provided for convenience or informational purposes only.
10.2. Tivania does not control, operate, endorse, or assume any responsibility for the content, availability, security, accuracy, or practices of any third-party websites or services, including (without limitation) third-party identity verification, blockchain analytics, or payment processing providers used by Tivania for compliance purposes.
10.3. Access to and use of any third-party websites or services is undertaken entirely at the Client's own risk. The Client is solely responsible for reviewing and complying with the applicable terms, policies, and practices of such third parties.
10.4. Tivania shall not be liable for any loss, damage, or harm arising from or related to the Client's access to or use of third-party websites or services, including any transactions conducted therewith.
11. Disclaimer of Warranties
11.1. The website, the Services, and all Content made available are provided on an "as is" and "as available" basis, without any representations or warranties of any kind, whether express, implied, statutory, or otherwise.
11.2. To the fullest extent permitted by applicable law, Tivania expressly disclaims all warranties, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, non-infringement, and availability.
11.3. Tivania does not warrant that:
• the website or the Services will operate uninterrupted, timely, secure, or error-free;
• the information provided on the website is accurate, complete, reliable, or current;
• the website, the Services, or its servers are free from viruses, malware, or other harmful components.
11.4. Any use of the website and the Services and reliance on its Content is undertaken at the Client's own discretion and risk.
12. Limitation of Liability
12.1. To the fullest extent permitted by applicable law, Tivania shall not be liable for any direct, indirect, incidental, consequential, special, or punitive damages, including loss of profits, loss of data, business interruption, or reputational damage, arising out of or relating to:
• access to or use of, or inability to access or use, the website or the Services;
• reliance on any information or materials made available on the website;
• errors, omissions, interruptions, delays, or technical failures affecting the website or the Services;
• access to or use of any third-party websites or services;
• suspension or termination of the Services pursuant to Sections 5, 6, 7, 8, or 9 of these Terms.
12.2. This limitation of liability applies regardless of the legal theory under which such damages are claimed, whether in contract, tort, negligence, strict liability, or otherwise.
12.3. Nothing in these Terms shall exclude or limit liability to the extent such exclusion or limitation is not permitted under applicable law.
13. Indemnification
13.1. The Client shall indemnify, defend, and hold harmless Tivania, its directors, officers, employees, shareholders, and affiliates (the "Indemnified Parties") from and against any and all third-party claims, investigations, enforcement actions, fines, penalties, damages, settlements, and reasonable legal costs arising out of or in connection with:
• the Client's breach of these Terms or any separate agreement with Tivania;
• the Client's violation of any Applicable Export Laws, sanctions, or restrictive measures, whether directly or through any of the Client's end users, customers, employees, or contractors;
• the Client's misuse of the Services or any inaccuracy in any representation made by the Client herein or in any Customer Compliance and End-Use Declaration;
• any payment received from the Client that is later determined to be derived from illegal, fraudulent, or sanctioned sources.
14. Amendments
14.1. Tivania reserves the right to update, amend, or modify these Terms at its discretion, in particular to reflect changes in Applicable Export Laws, sanctions regimes, AML legislation, or industry compliance practices.
14.2. Any changes to the Terms shall become effective upon publication on the website, unless otherwise stated. For changes that materially affect the Client's compliance obligations, Tivania will use reasonable efforts to notify the Client by email.
14.3. Continued access to or use of the website or the Services following the publication of amended Terms constitutes acceptance of such amended Terms.
15. Governing Law and Jurisdiction
15.1. These Terms shall be governed by and construed in accordance with the laws of the Republic of Estonia, without regard to its conflict-of-laws rules.
15.2. Tivania and the Client shall use reasonable efforts to resolve any dispute, controversy, or claim arising out of or relating to these Terms, including their validity, interpretation, or performance, through good-faith negotiations.
15.3. If the dispute is not resolved through negotiations within a reasonable period of time, either party may submit the dispute to the exclusive jurisdiction of the Harju County Court (Harju Maakohus), Estonia, save that Tivania may bring proceedings in any other jurisdiction where the Client is domiciled or holds assets.
16. Force Majeure
16.1. Tivania shall not be liable for any failure or delay in the performance of its obligations under these Terms to the extent such failure or delay results from events beyond Tivania's reasonable control, including but not limited to acts of God, natural disasters, war, armed conflict, terrorism, civil unrest, governmental actions, sanctions, export-control restrictions, hardware-supply disruptions caused by changes in U.S. or EU export controls, labour disputes, failures of utilities or telecommunications, cyber incidents, or interruptions of third-party infrastructure ("force majeure event"). The affected obligations shall be suspended for the duration of the force majeure event, provided that Tivania uses reasonable efforts to mitigate its effects.
17. Miscellaneous
17.1. Survival. Sections 3 (Intellectual Property), 5 (Compliance), 6 (Advanced Compute and Export Controls), 7 (Payments), 8 (Resale Restrictions), 9 (Termination), 12 (Limitation of Liability), 13 (Indemnification), 15 (Governing Law), and this Section 17 survive termination of these Terms.
17.2. Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
17.3. No waiver. No failure or delay by Tivania in exercising any right under these Terms shall operate as a waiver of such right.
17.4. Entire understanding. These Terms, together with any separate written agreement, the Customer Compliance and End-Use Declaration, and any applicable Annex thereto, constitute the entire agreement between the parties regarding the subject matter hereof. In the event of conflict between these Terms and any separate agreement in respect of export-control or sanctions matters, the stricter provision shall prevail.
17.5. Assignment. The Client may not assign these Terms or any rights hereunder without Tivania's prior written consent. Tivania may assign these Terms to an affiliate or successor in connection with a merger, acquisition, or transfer of substantially all of its business.
18. Contact Information
For inquiries, complaints, or compliance-related matters, please contact:
Tivania OÜ
Address: Pae tn 21-25, Lasnamäe linnaosa, Tallinn, 11415, Estonia
Email: tech@tivaniaou.com
Website: https://it.tivaniaou.com.
Tivania provides commercial Infrastructure-as-a-Service ("IaaS") — including bare-metal and virtualized GPU and CPU compute capacity rental — to business customers (the "Services"). The Services may be provided on hardware that is subject to U.S. export controls, including the Export Administration Regulations ("EAR"), and to sanctions and export control laws of the European Union, the Republic of Estonia, the Republic of Finland, the United Kingdom, the United Nations, and other applicable jurisdictions (collectively, "Applicable Export Laws"), wherever the Client is located and however the Services are accessed.
By accessing or using the website, or by ordering or using the Services, you acknowledge that you have read, understood, and agreed to be bound by these Terms. If you do not agree to these Terms, you must discontinue use of the website and the Services.
1. Use of the Website and Services
1.1. Tivania's website and Services may be used solely for lawful purposes, in good faith, and in a manner consistent with these Terms, applicable law, generally accepted standards of conduct in the technology and infrastructure sector, and any separate written agreement entered into between the parties.
1.2. The Client shall not, directly or indirectly:
• interfere with, disrupt, or attempt to disrupt the operation, availability, performance, or security of the website or the Services, including by introducing malicious code, denial-of-service activities, or any form of system abuse;
• attempt to gain unauthorized access to any part of the website, the Services, underlying infrastructure, servers, networks, databases, or systems connected to or used in connection with the foregoing, whether through hacking, credential harvesting, vulnerability scanning, or other unauthorized means;
• use any automated tools, scripts, bots, crawlers, scrapers, or similar technologies to access, monitor, copy, or extract data from the website or the Services without Tivania's prior written consent;
• circumvent, disable, or otherwise interfere with security-related features, access controls, rate limits, authentication mechanisms, or usage restrictions implemented by Tivania;
• engage in any activity that may impair, degrade, or compromise the functionality, stability, integrity, or reliability of the website, the Services, or Tivania's technical infrastructure;
• use the website or the Services in a manner that infringes intellectual property rights, confidentiality obligations, or other proprietary rights of Tivania or third parties;
• use the website or the Services for the purpose of developing, testing, or operating competing services, or for reverse engineering, benchmarking, or security testing without explicit authorization;
• upload, transmit, or otherwise make available any content that is unlawful, harmful, misleading, or intended to facilitate fraudulent, abusive, or malicious activity.
1.3. Tivania reserves the right to implement technical and organizational measures necessary to protect the website, the Services, and its infrastructure, including monitoring, access controls, traffic management, geo-fencing, and temporary restrictions.
1.4. Any violation of this Section may result in immediate suspension or termination of access to the website and the Services, without prejudice to Tivania's right to seek legal remedies or damages permitted by applicable law.
2. Information Provided on the Website
2.1. All information, materials, descriptions, technical references, and other content made available on the website are provided for general informational purposes only and are not intended to constitute professional, technical, legal, regulatory, or compliance advice.
2.2. The website is not intended to create, and shall not be deemed to create, any partnership, joint venture, agency, fiduciary, or other special relationship between Tivania and the Client.
2.3. Nothing on the website shall be interpreted or relied upon as a binding offer, public offer, guarantee, warranty, or commitment to provide any Services, infrastructure, hardware, or technical resources, or as a representation regarding availability, performance, capacity, or suitability.
2.4. Any engagement for Services is subject to (i) successful completion of Tivania's onboarding and compliance procedures and (ii) a separate written agreement, duly executed by the parties, which shall exclusively govern the scope of Services, technical specifications, commercial terms, service levels, responsibilities, and liability. In the event of any inconsistency or conflict between such agreement and these Terms, the provisions of the separate written agreement shall prevail, save that any provision in these Terms relating to export control, sanctions, or AML obligations shall not be reduced in scope or strictness by any separate agreement.
2.5. Tivania may modify, update, suspend, or remove any information on the website at its discretion and without prior notice, and does not undertake any obligation to ensure that website content remains current, complete, or applicable to any specific use case.
2.6. While reasonable efforts may be made to present accurate and reliable information, Tivania makes no representations or warranties, express or implied, as to the accuracy, completeness, or continued validity of the content published on the website.
2.7. Any reliance by the Client on information obtained from the website is undertaken entirely at the Client's own risk. Tivania shall not be responsible for any decisions, actions, or omissions taken based on such information.
2.8. For any legally binding information, technical confirmations, or service-related inquiries, the Client is encouraged to contact Tivania directly through the contact details provided on the website.
2.9. The website and the Services are intended solely for use by individuals and legal entities acting in a professional or business capacity. The website is not directed to, and is not intended for use by, minors. Individuals under the age of eighteen (18) are not permitted to access or use the website or the Services. Tivania does not knowingly collect or solicit information from minors. If Tivania becomes aware that information has been provided by a minor, such information may be removed without notice.
3. Intellectual Property Rights3.1. All materials made available on the website, including but not limited to text, graphics, images, logos, trademarks, software elements, technical layouts, design elements, and other content (collectively, the "Content"), are the exclusive property of Tivania or its licensors and are protected by applicable intellectual property laws and international treaties.
3.2. Nothing in these Terms or on the website shall be construed as granting the Client any license, right, or interest in the Content, except for a limited, non-exclusive, non-transferable right to access and view the website for lawful purposes.
3.3. The Client shall not, without Tivania's prior written consent, copy, reproduce, modify, distribute, transmit, publicly display, commercially exploit, or otherwise use any Content, in whole or in part, for any commercial or competitive purpose.
3.4. Any unauthorized use of the Content may result in civil or criminal liability under applicable law and entitle Tivania to seek injunctive relief, damages, and any other remedies available.
3.5. All intellectual property rights not expressly granted under these Terms are expressly reserved by Tivania.
4. Submission of Information4.1. By submitting any information to Tivania through the website, including via contact forms, by email, or by postal correspondence using the contact details published on the website, the Client represents and warrants that such information is accurate, complete, and provided voluntarily.
4.2. The submission of information constitutes the Client's acknowledgement that Tivania may collect, store, and process such information solely for the purposes of responding to inquiries, communicating with the Client, evaluating potential cooperation, and, where applicable, performing compliance, legal, or contractual assessments.
4.3. Tivania processes information provided by the Client in a manner consistent with the General Data Protection Regulation (GDPR) and generally accepted data protection principles, including limitation of purpose, data minimization, and reasonable security measures, and does not use such information for unrelated purposes.
4.4. The Client acknowledges that the transmission of information via the website, email, or postal services may not be fully secure and submits such information at its own risk.
4.5. The Client shall not submit confidential, sensitive, or proprietary information unless expressly requested or agreed by Tivania in writing.
4.6. Where required by applicable law, Tivania may retain submitted information for compliance, record-keeping, or legal purposes for a minimum period of five (5) years from the end of the business relationship, in line with applicable AML and export-control recordkeeping requirements.
4.7. Tivania does not knowingly collect information from minors. Any information submitted in violation of this provision may be removed without notice.
5. Compliance, Onboarding, and Sanctions5.1. Access to the website and any subsequent engagement with Tivania in relation to the provision of Services is subject to compliance with these Terms, applicable law, and Tivania's internal compliance policies. Any interaction regarding potential or actual Services may include preliminary communications, onboarding procedures, compliance checks, sanctions and restricted-party screening, and ongoing monitoring.
5.2. Prior to commencing any Services, and at any time during the course of the relationship, Tivania may conduct compliance, onboarding, and due diligence procedures, including:
• anti-money laundering (AML) and know-your-customer (KYC) verification, conducted through a third-party identity verification provider (such as Sumsub or equivalent), including government-issued ID verification, liveness check, proof of address, email and phone verification;
• sanctions and restricted-party screening against the lists referenced in Section 5.4 below, on initial onboarding and on a continuing basis (no less than once every six (6) months);
• politically exposed person (PEP) screening and adverse media checks;
• for legal entity Clients, ultimate beneficial ownership (UBO) verification and corporate ownership-structure due diligence;
• for advanced compute Services (as defined in Section 6 below), enhanced due diligence including project description, source-of-funds declaration, and end-use representations;
• such additional verification of payment instruments and source of funds as Tivania may consider necessary in light of the applicable AML and sanctions framework.
5.3. Tivania conducts its activities in full compliance with applicable international sanctions, export controls, and restrictive measures, and does not provide Services, directly or indirectly, to individuals, legal entities, or jurisdictions subject to sanctions or restrictions imposed by, including but not limited to:
• the European Union, including all measures issued under Council Regulations and CFSP Decisions;
• the United States, including (i) sanctions administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury, including the Specially Designated Nationals and Blocked Persons List (SDN); (ii) the Bureau of Industry and Security (BIS) Entity List, Military End-User (MEU) List, and Denied Persons List (DPL); and (iii) the U.S. Department of State Debarred Parties List;
• the United Kingdom, including sanctions administered by HM Treasury / Office of Financial Sanctions Implementation (OFSI);
• Canada, Australia, Japan, Switzerland, and other jurisdictions whose sanctions or restrictive measures may from time to time apply to Tivania's activities;
• the United Nations Security Council;
• any other competent authority of the Republic of Estonia or the Republic of Finland.
5.4. Tivania does not provide Services to any individual or entity that is, or is acting on behalf of or for the benefit of, any person or entity that is:
• located, ordinarily resident, organized, or headquartered in any country or territory subject to comprehensive sanctions at the time of the Services, including (without limitation) Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, and the so-called Donetsk, Luhansk, Kherson, and Zaporizhzhia regions of Ukraine, the Russian Federation, and the Republic of Belarus;
• listed on, or owned (directly or indirectly, individually or in the aggregate, fifty percent (50%) or more) by parties listed on, any of the lists referenced in Section 5.3 above, or otherwise controlled by such parties;
• designated as high-risk or non-cooperative by the Financial Action Task Force (FATF), including jurisdictions on the FATF black list or grey list, or subject to equivalent restrictive, high-risk, or increased-monitoring designations issued by competent authorities.
5.5. The Client represents and warrants on a continuous basis that:
• it is not subject to sanctions, restrictive measures, or asset-freeze regimes under any of the authorities or lists referenced in Sections 5.3 and 5.4;
• it is not owned or controlled by, nor acting on behalf of, any sanctioned or restricted person or entity;
• it does not operate in, from, or for the benefit of any sanctioned or high-risk jurisdiction;
• if the Client is a legal entity, neither the Client, nor any of its parents, nor its ultimate parent entity, is headquartered in any of the following jurisdictions: Afghanistan, Belarus, Burma (Myanmar), Central African Republic, China (including Hong Kong), Congo (Democratic Republic of), Cuba, Eritrea, Haiti, Iran, Iraq, Lebanon, Libya, Macau, Nicaragua, North Korea, Russia, Somalia, South Sudan, Sudan, Syria, Venezuela, or Zimbabwe;
• the source of funds used to pay for the Services is lawful and is not derived from illegal, fraudulent, or sanctioned activities.
5.6. The Client agrees not to use, transfer, export, re-export, sublicense, or otherwise make available any Services, technologies, materials, or deliverables provided by Tivania in violation of sanctions, export-control laws, or restrictive measures, whether directly or indirectly. The Client further agrees to flow down the obligations of this Section 5 and Sections 6, 7, and 8 of these Terms to any of its end users or customers who obtain access to the Services through the Client (in accordance with Section 8.4 below).
5.7. Tivania performs sanctions and restricted-party screening on the Client and, where applicable, on its identifiable end users and beneficial owners, at the time of onboarding and on a continuing basis. Tivania may also monitor aggregate usage patterns of the Services for compliance purposes, subject to Applicable Export Laws and data protection law.
5.8. For AML/KYC and related compliance purposes, Tivania may request identification documents, corporate records, ownership and control information, beneficial ownership disclosures, financial-statement excerpts evidencing source of funds, project descriptions, end-use declarations, or any other information reasonably necessary to verify the Client's identity, legal status, financial standing, and compliance profile. The Client shall promptly provide all requested information and documentation, and shall ensure that such information remains accurate, complete, and up to date throughout the course of the relationship.
5.9. All information and documents provided by the Client, whether during onboarding or at any later stage, are and shall remain true, accurate, complete, up to date, and free from the omission of any material information. The Client agrees to promptly notify Tivania, and in any event within five (5) business days, of any change that may render any representation in these Terms or in the Customer Compliance Declaration referenced in Section 5.13 below inaccurate, including any change in residence, citizenship, beneficial ownership, parent entity, or use of the Services. Tivania relies on the accuracy and completeness of the information provided and shall not be responsible for any consequences arising from the submission of false, misleading, outdated, or incomplete information.
5.10. The Client represents and warrants that it is solvent on a statutory basis in all jurisdictions in which it conducts business or is licensed and undertakes to promptly notify Tivania of any material adverse change in its financial condition. The Client further represents that all fees paid or payable under these Terms and any separate agreement with Tivania are derived exclusively from lawful sources and do not originate from illegal, fraudulent, or prohibited activities.
5.11. Tivania may, at its sole discretion, refuse to commence Services, suspend ongoing Services, or terminate an existing relationship if:
• the Client fails or refuses to satisfy AML/KYC, sanctions, or export-control requirements;
• inaccurate, misleading, or incomplete information has been provided;
• elevated risk indicators or compliance concerns arise during due diligence or ongoing monitoring;
• a payment received or proposed cannot be cleared through Tivania's AML and source-of-funds procedures referenced in Sections 5.2 and 7 of these Terms;
• Tivania reasonably believes that continued provision of Services may expose it to legal, regulatory, compliance, or reputational risk.
5.12. Tivania shall not be obliged to disclose the reasons for any decision taken under this Section, to the extent permitted by applicable law.
5.13. In addition to these Terms, the Client may be required to execute a separate Customer Compliance and End-Use Declaration, and (for advanced compute Services) an Annex thereto, in the form provided by Tivania. Such declaration is incorporated by reference into the Client's relationship with Tivania, and any breach thereof shall constitute a material breach of these Terms.
5.14. The Client acknowledges that compliance-related measures taken by Tivania under this Section do not constitute a breach of these Terms and shall not give rise to any liability on the part of Tivania.
5.15. Any breach of this Section, including misrepresentation regarding sanctions status, headquarters location, beneficial ownership, compliance, solvency, or source of funds, shall constitute a material breach of these Terms and may result in immediate suspension or termination of Services without prior notice and without liability on the part of Tivania. The Client shall indemnify and hold harmless Tivania from any losses, penalties, claims, damages, or liabilities arising out of or related to violations attributable to the Client.
6. Advanced Compute Services and U.S. Export Controls
6.1. This Section 6 applies whenever the Services include the use of hardware classified as a "Restricted IC Product" under EAR §744.23 and related provisions, including (without limitation) servers and computing components incorporating NVIDIA H100, H200, B100, B200, GB200, or comparable accelerators (collectively, "Advanced Compute Services"). The Client acknowledges that, even though the Services are provided in the European Union, the underlying hardware originated in the United States and remains subject to the EAR throughout its lifecycle.
6.2. The Client acknowledges and agrees that:
• Restricted IC Products and the technical data associated with them are subject to the requirements of the EAR, including the applicability of the EAR to certain items produced outside of the United States (e.g., through the Foreign Direct Product Rules of the EAR or the De Minimis provisions of the EAR);
• any change of end user or end use within the same country in which the Services are provided constitutes a "transfer (in-country)" of the relevant items for the purposes of the EAR, and accordingly the Client undertakes to comply with the obligations in this Section 6 on a continuing basis throughout the term of the Services;
• Tivania, as the lawful purchaser and operator of the underlying hardware, has executed Advanced IC and Computing & Headquarters certifications with its hardware suppliers, the obligations of which are passed through to the Client by virtue of these Terms.
6.3. The Client represents, warrants, and undertakes that the Advanced Compute Services, alone or in combination with the Client's other resources, shall not, without first obtaining all required authorizations from the U.S. Government and any other applicable government:
• be exported, re-exported, or transferred (in-country) to or within China, Hong Kong, Macau, Russia, Belarus, or any other country listed in Country Group D:5 of the EAR or otherwise subject to comprehensive U.S. sanctions;
• be made available, directly or indirectly, to any entity headquartered in, or whose parent or ultimate parent is headquartered in, any of the following countries or regions: Afghanistan, Belarus, Burma (Myanmar), Central African Republic, China (including Hong Kong), Congo (Democratic Republic of), Cuba, Eritrea, Haiti, Iran, Iraq, Lebanon, Libya, Macau, Nicaragua, North Korea, Russia, Somalia, South Sudan, Sudan, Syria, Venezuela, or Zimbabwe;
• be made available to any party subject to the U.S. Entity List, Military End-User List, Denied Persons List, the OFAC SDN List, or any equivalent restricted-party list referenced in Section 5.3 of these Terms, including any party owned (directly or indirectly, individually or in the aggregate, fifty percent (50%) or more) by one or more such parties;
• be used in relation to any "supercomputer" (as defined in EAR §772.1 — that is, a computing system having a collective maximum theoretical compute capacity of 100 or more double-precision (64-bit) petaflops, or 200 or more single-precision (32-bit) petaflops, within a 41,600 ft³ or smaller envelope) where any component of that system is located in, or accessed by any person located in, China, Hong Kong, Macau, or any other destination in Country Group D:5 of the EAR.
6.4. The Client further represents, warrants, and undertakes that the Advanced Compute Services shall not be used, alone or in combination with other resources, for any of the following prohibited end uses:
• the design, development, production, testing, stockpiling, deployment, or use of nuclear weapons, missiles, rockets, unmanned aerial vehicles (UAVs), chemical or biological weapons, or their delivery systems;
• any military end use in a country or territory subject to an arms embargo under EU, U.S., U.K., or U.N. regulations;
• the development, training, fine-tuning, or operation of artificial intelligence models the primary purpose of which is to enable: (i) mass surveillance, arbitrary or unlawful monitoring of populations, social scoring, or predictive policing; (ii) the creation of cyber-offensive tools or means of bypassing information-security controls; (iii) any other activity facilitating serious human rights violations;
• the training of foundation or general-purpose AI models with cumulative training compute exceeding 10²⁵ floating-point operations (FLOPs) (the threshold defined under Article 51 of Regulation (EU) 2024/1689 (the "AI Act")), unless the Client has notified Tivania in writing in advance and provided evidence of compliance with all notification obligations under the AI Act and Applicable Export Laws.
6.5. The Client undertakes to implement and maintain internal controls reasonably designed to ensure that none of its end users, customers, employees, contractors, or other persons accessing the Advanced Compute Services through the Client violate the obligations set out in this Section 6, including (without limitation) IP geo-filtering, access controls, and identity verification of any third party to whom access is granted.
6.6. The Client acknowledges that, in connection with regulatory developments affecting Infrastructure-as-a-Service providers (including without limitation the U.S. Cloud Infrastructure KYC Rule and equivalent EU and Estonian regulatory measures), Tivania may from time to time impose additional obligations or request additional information from the Client necessary to maintain compliance with Applicable Export Laws. The Client agrees to cooperate in good faith with such requests.
6.7. The Client acknowledges that:
• there may be future disruptions to the availability of advanced integrated circuits, and there is no guarantee that identical or compatible replacements will be available under any warranty claim or support service if a Restricted IC Product becomes unavailable or sanctioned in the country where the Services are provided;
• Tivania is required to retain, for a minimum period of five (5) years from the end of the business relationship, all records relating to compliance with Applicable Export Laws, and the Client consents to such retention.
7. Fees and Payment Compliance
7.1. Fees for the Services and the applicable payment schedule shall be set out in the separate written agreement, order form, or invoice issued by Tivania. Unless otherwise specified, all fees are exclusive of applicable taxes.
7.2. The accepted methods of payment, the corresponding payment instructions, and any associated currency or settlement requirements shall be communicated to the Client by Tivania in connection with the relevant order or invoice. Tivania may, at its sole discretion, accept or decline particular methods of payment, and may modify the available methods at any time in light of regulatory developments, AML considerations, or operational constraints.
7.3. Regardless of the method used, all payments must be made through traceable channels and must originate from a payment source held by the Client in the Client's own name. Payments from third parties whose name does not match the name of the Client are not accepted unless such third party has been disclosed to and approved by Tivania in writing in advance, in which case Section 7.6 below shall apply.
7.4. Tivania may, at any time before or after a payment is received, request that the Client provide reasonable documentary evidence of (i) the identity of the payer, (ii) the lawful origin of the funds used, and (iii) the absence of any sanctions, AML, or other compliance concern in respect of the payment. The Client shall promptly provide such evidence and shall ensure that the information provided is accurate, complete, and up to date.
7.5. Tivania reserves the right to refuse, return, or hold any payment that, in its reasonable assessment, presents AML, sanctions, export-control, or other compliance risk, or that does not satisfy the requirements of Sections 7.3 or 7.4 above. Where a payment has already been received and subsequently fails Tivania's compliance review, Tivania may, at its sole discretion, suspend the Services pending resolution, retain the payment under Section 5 of these Terms, or initiate a refund subject to applicable AML, sanctions, and tax obligations. Any refund shall be returned only to a verified payment source held by the Client in the Client's own name.
7.6. Where a third party makes a payment to Tivania on the Client's behalf with Tivania's prior written approval, the Client must proactively disclose the third party's full legal name, country of registration or residence, registration number (if applicable), authorized representatives, beneficial ownership structure, and a representation that the third party complies with all sanctions and AML requirements applicable to it. The Client remains fully responsible for ensuring that any such third party meets the requirements of these Terms, and the indemnification obligations in Section 13 extend to any payment made on the Client's behalf.
7.7. Late payments may, in addition to other remedies available to Tivania under these Terms or applicable law, result in suspension of the Services and the application of statutory default interest under Estonian law.
8. Restrictions on Resale, Sub-leasing, and Onward Provision
8.1. The Client shall not resell, sublease, redistribute, or otherwise grant access to the Services, in whole or in part, to any third party without Tivania's prior written consent.
8.2. Where Tivania consents in writing to such resale or sub-leasing, the Client undertakes to:
• perform reasonable KYC, sanctions, and restricted-party screening of each end user before granting access, equivalent in substance to the procedures applied by Tivania under Section 5;
• flow down to each end user, by way of a binding written agreement, all relevant obligations contained in Sections 5, 6, and 7 of these Terms, including without limitation the prohibitions on transfer to restricted countries, restricted parties, and prohibited end uses;
• retain primary responsibility for the compliance of each end user with such obligations, including liability for any breach by an end user;
• maintain records of each end user and their compliance status for a minimum of five (5) years and make such records available to Tivania upon reasonable request;
• notify Tivania promptly of any actual or suspected breach of these obligations by an end user.
8.3. The Client acknowledges that, under U.S. EAR §744.23 and related provisions, each change of end user within the same country in which the Services are provided constitutes a "transfer (in-country)" of the underlying Restricted IC Product. The Client further acknowledges that the obligations in this Section 8 are essential to maintaining compliance with Applicable Export Laws.
8.4. Any breach of this Section shall constitute a material breach of these Terms and may result in immediate suspension or termination of the Services without notice.
9. Suspension and Termination
9.1. Tivania may, at its sole discretion, suspend access to the website, restrict the Client's use of the website or the Services, and/or refuse, suspend, or terminate the provision of any Services, with immediate effect, without prior notice and without liability on the part of Tivania, if:
• the Client breaches these Terms or any separate agreement with Tivania;
• the Client fails to comply with AML, KYC, sanctions, export-control, or other compliance requirements set out in Sections 5, 6, 7, or 8 of these Terms;
• inaccurate, misleading, or incomplete information has been provided;
• Tivania determines that continued cooperation may expose it to legal, regulatory, compliance, or reputational risk;
• required by applicable law or competent authorities;
• the Client is, or becomes, involved in unlawful activities, including suspected violations of applicable law, criminal investigations, enforcement actions, or judicial proceedings, which, in Tivania's reasonable opinion, may adversely affect Tivania;
• the Client fails to pay any fees or charges when due, or otherwise breaches its payment obligations under Section 7.
9.2. The Client may discontinue use of the website at any time. Termination or discontinuation of Services shall be governed by the terms of the applicable separate agreement, if any.
9.3. Upon termination or suspension of the Client's access to the website and/or termination or suspension of the provision of any Services (as applicable):
• the Client's right to access or use the website and the Services shall immediately cease;
• any licenses or permissions granted under these Terms shall automatically terminate;
• Tivania may block access, deactivate credentials, or take other reasonable technical measures, including the immediate isolation of any Client environment to prevent further use;
• termination shall not affect any accrued rights or obligations of either party, including payment obligations of the Client and compliance representations that survive termination by their nature.
9.4. Sections relating to intellectual property rights, compliance and sanctions (Sections 5 and 6), payment compliance (Section 7), restrictions on resale and sub-leasing (Section 8), disclaimers, limitation of liability, indemnification, governing law, dispute resolution, recordkeeping, and any other provisions which by their nature are intended to survive termination shall remain in full force and effect for the period required by applicable law (and in any event for a minimum of five (5) years).
9.5. Termination or suspension in accordance with these Terms shall not give rise to any liability on the part of Tivania, except to the extent such liability shall be imposed under applicable law.
10. Third-Party Websites and Services
10.1. The website may contain links to third-party websites, platforms, or services provided for convenience or informational purposes only.
10.2. Tivania does not control, operate, endorse, or assume any responsibility for the content, availability, security, accuracy, or practices of any third-party websites or services, including (without limitation) third-party identity verification, blockchain analytics, or payment processing providers used by Tivania for compliance purposes.
10.3. Access to and use of any third-party websites or services is undertaken entirely at the Client's own risk. The Client is solely responsible for reviewing and complying with the applicable terms, policies, and practices of such third parties.
10.4. Tivania shall not be liable for any loss, damage, or harm arising from or related to the Client's access to or use of third-party websites or services, including any transactions conducted therewith.
11. Disclaimer of Warranties
11.1. The website, the Services, and all Content made available are provided on an "as is" and "as available" basis, without any representations or warranties of any kind, whether express, implied, statutory, or otherwise.
11.2. To the fullest extent permitted by applicable law, Tivania expressly disclaims all warranties, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, non-infringement, and availability.
11.3. Tivania does not warrant that:
• the website or the Services will operate uninterrupted, timely, secure, or error-free;
• the information provided on the website is accurate, complete, reliable, or current;
• the website, the Services, or its servers are free from viruses, malware, or other harmful components.
11.4. Any use of the website and the Services and reliance on its Content is undertaken at the Client's own discretion and risk.
12. Limitation of Liability
12.1. To the fullest extent permitted by applicable law, Tivania shall not be liable for any direct, indirect, incidental, consequential, special, or punitive damages, including loss of profits, loss of data, business interruption, or reputational damage, arising out of or relating to:
• access to or use of, or inability to access or use, the website or the Services;
• reliance on any information or materials made available on the website;
• errors, omissions, interruptions, delays, or technical failures affecting the website or the Services;
• access to or use of any third-party websites or services;
• suspension or termination of the Services pursuant to Sections 5, 6, 7, 8, or 9 of these Terms.
12.2. This limitation of liability applies regardless of the legal theory under which such damages are claimed, whether in contract, tort, negligence, strict liability, or otherwise.
12.3. Nothing in these Terms shall exclude or limit liability to the extent such exclusion or limitation is not permitted under applicable law.
13. Indemnification
13.1. The Client shall indemnify, defend, and hold harmless Tivania, its directors, officers, employees, shareholders, and affiliates (the "Indemnified Parties") from and against any and all third-party claims, investigations, enforcement actions, fines, penalties, damages, settlements, and reasonable legal costs arising out of or in connection with:
• the Client's breach of these Terms or any separate agreement with Tivania;
• the Client's violation of any Applicable Export Laws, sanctions, or restrictive measures, whether directly or through any of the Client's end users, customers, employees, or contractors;
• the Client's misuse of the Services or any inaccuracy in any representation made by the Client herein or in any Customer Compliance and End-Use Declaration;
• any payment received from the Client that is later determined to be derived from illegal, fraudulent, or sanctioned sources.
14. Amendments
14.1. Tivania reserves the right to update, amend, or modify these Terms at its discretion, in particular to reflect changes in Applicable Export Laws, sanctions regimes, AML legislation, or industry compliance practices.
14.2. Any changes to the Terms shall become effective upon publication on the website, unless otherwise stated. For changes that materially affect the Client's compliance obligations, Tivania will use reasonable efforts to notify the Client by email.
14.3. Continued access to or use of the website or the Services following the publication of amended Terms constitutes acceptance of such amended Terms.
15. Governing Law and Jurisdiction
15.1. These Terms shall be governed by and construed in accordance with the laws of the Republic of Estonia, without regard to its conflict-of-laws rules.
15.2. Tivania and the Client shall use reasonable efforts to resolve any dispute, controversy, or claim arising out of or relating to these Terms, including their validity, interpretation, or performance, through good-faith negotiations.
15.3. If the dispute is not resolved through negotiations within a reasonable period of time, either party may submit the dispute to the exclusive jurisdiction of the Harju County Court (Harju Maakohus), Estonia, save that Tivania may bring proceedings in any other jurisdiction where the Client is domiciled or holds assets.
16. Force Majeure
16.1. Tivania shall not be liable for any failure or delay in the performance of its obligations under these Terms to the extent such failure or delay results from events beyond Tivania's reasonable control, including but not limited to acts of God, natural disasters, war, armed conflict, terrorism, civil unrest, governmental actions, sanctions, export-control restrictions, hardware-supply disruptions caused by changes in U.S. or EU export controls, labour disputes, failures of utilities or telecommunications, cyber incidents, or interruptions of third-party infrastructure ("force majeure event"). The affected obligations shall be suspended for the duration of the force majeure event, provided that Tivania uses reasonable efforts to mitigate its effects.
17. Miscellaneous
17.1. Survival. Sections 3 (Intellectual Property), 5 (Compliance), 6 (Advanced Compute and Export Controls), 7 (Payments), 8 (Resale Restrictions), 9 (Termination), 12 (Limitation of Liability), 13 (Indemnification), 15 (Governing Law), and this Section 17 survive termination of these Terms.
17.2. Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
17.3. No waiver. No failure or delay by Tivania in exercising any right under these Terms shall operate as a waiver of such right.
17.4. Entire understanding. These Terms, together with any separate written agreement, the Customer Compliance and End-Use Declaration, and any applicable Annex thereto, constitute the entire agreement between the parties regarding the subject matter hereof. In the event of conflict between these Terms and any separate agreement in respect of export-control or sanctions matters, the stricter provision shall prevail.
17.5. Assignment. The Client may not assign these Terms or any rights hereunder without Tivania's prior written consent. Tivania may assign these Terms to an affiliate or successor in connection with a merger, acquisition, or transfer of substantially all of its business.
18. Contact Information
For inquiries, complaints, or compliance-related matters, please contact:
Tivania OÜ
Address: Pae tn 21-25, Lasnamäe linnaosa, Tallinn, 11415, Estonia
Email: tech@tivaniaou.com
Website: https://it.tivaniaou.com.