Founding Member Terms

Effective October 3, 2026

These Founding Member Terms are an agreement between Right Recruit LLC, doing business as Kilawatt Cloud ("Kilawatt"), and the company that accepts them at checkout ("Member"). They take effect when Member accepts them and pays. The tier Member selects at checkout, and its price, form part of this agreement.

1. 1. Purpose. Member purchases prepaid compute credit ("Credit") for use on the Kilawatt platform and receives recognition as a Founding Member ("Recognition"), on the terms below. This is a purchase of services and recognition. It is not a donation, a gift, a loan, a deposit, or an investment.
2. 2. Tier and price. Member selects one tier at checkout: Founding Member at $50,000, Strategic Member at $100,000, or Anchor Member at $250,000 (the "Price").
3. 3. Payment. Member pays the Price in US dollars through the bank transfer option offered at checkout. Credit is added only after Kilawatt has received cleared funds. Member bears its own bank and payment fees.
4. 4. Credit. Credit equals the Price, dollar for dollar. It may be spent on Kilawatt GPU compute and x402 agent-payment services at the rates published on Kilawatt's website at the time of use. Credit is drawn down as services are used. Member can see its remaining balance in its console.
5. 5. Credit does not expire. Credit remains available until it is used or refunded under clause 7.
6. 6. Limits on Credit. Credit is not money. It cannot be withdrawn, exchanged for cash, transferred, assigned, pooled with another company or resold. It may be used only by Member and its affiliates under Member's control, and only for lawful purposes under Kilawatt's Terms of Service and Acceptable Use Policy.
7. 7. Refunds. The Price is non-refundable, with these exceptions. (a) If Kilawatt permanently stops offering the services Credit is used for, or ends this agreement without cause, Kilawatt refunds the unused Credit balance within 30 days. (b) If a launch fails or a machine never becomes usable, the platform's automatic refund applies and the amount returns to Member's Credit balance. (c) If Member ends this agreement for Kilawatt's uncured material breach, Member may request a refund of unused Credit.
8. 8. Recognition. For 12 months from the date Credit is added, Kilawatt may list Member's name and logo on its Founding Members page. Member grants Kilawatt a limited, non-exclusive, revocable licence to use the name and logo only for that purpose. Kilawatt will not publish the listing until Member approves the exact wording and artwork in writing by email to hello@kilawattcloud.dev, and will remove it within 5 business days of Member's written request. A case study or joint announcement requires written approval from both sides.
9. 9. No endorsement. Recognition does not state or imply that Member endorses Kilawatt or that Kilawatt endorses Member.
10. 10. Early notice, support and roadmap sessions. Kilawatt will provide the named contact, summaries, support level and roadmap sessions listed for Member's tier on the Founding Members page. Roadmap sessions are for Member to share its views. Kilawatt alone decides what to build, and nothing Member says obliges Kilawatt to act. Early notice of capacity is a courtesy notice. It does not reserve, guarantee or allocate any machines, and capacity is sold subject to availability. Guaranteed capacity requires a separate written dedicated capacity agreement.
11. 11. No exclusivity, no discount. Nothing here gives Member exclusive rights, rate discounts, or any right to limit what Kilawatt offers others.
12. 12. No ownership, no investment. Member receives no equity, shares, membership interest, units, options, convertible rights, ownership, revenue share, profit share, voting right, board or observer seat, information or inspection right, or promise of any financial return in Kilawatt or Right Recruit LLC. Kilawatt remains solely owned and controlled by its existing owner. Member is not buying, and Kilawatt is not selling, any security.
13. 13. Not a partnership. Despite the word "Member" or any other label, Member is a customer. The sides are independent contractors. Nothing creates a partnership, joint venture, agency, employment or fiduciary relationship, and neither side may bind the other.
14. 14. Statements about the future. Kilawatt's website, letters and discussions may describe plans, roadmaps and expectations about the future of the platform and the market. These are expressions of intent and opinion, not promises or guarantees, and results may differ. Member confirms that it is buying prepaid services on the strength of the platform as it exists, that it has not relied on any statement about future results, and that no refund is owed because a plan changes, except as clause 7 provides.
15. 15. Taxes. Kilawatt is a for-profit company. No statement here is tax advice, and Kilawatt makes no promise about the tax treatment of the Price. Member is responsible for its own taxes. If sales or use tax applies to the Credit, Kilawatt will add it where the law requires and Member will pay it.
16. 16. Eligibility and verification. Member confirms that it is a business, that the person accepting has authority to bind it, and that the information it gives is accurate. Kilawatt may verify Member's identity and ownership and screen Member and its owners against sanctions lists. Kilawatt may decline or end the relationship and refund the Price, less any Credit already used, if verification fails or the law requires it.
17. 17. Platform terms. Use of the platform is governed by Kilawatt's published Terms of Service and Acceptable Use Policy, as updated from time to time. If they conflict with this agreement on the subjects covered here, this agreement controls.
18. 18. Service and disclaimers. Kilawatt provides services using infrastructure from third-party suppliers and does not control them. Services are provided as available, with the automatic routing, failover and refund protections described on Kilawatt's website. Kilawatt gives no other warranty, including of uninterrupted service or any particular result, to the extent the law allows. Kilawatt does not identify its suppliers to Member, and Member will not ask it to.
19. 19. Confidentiality. Each side keeps the other's non-public business information confidential and uses it only for this agreement, except where the law requires disclosure. The existence of the published Recognition is not confidential. This clause survives for 2 years after the agreement ends.
20. 20. Limit of liability. Neither side is liable to the other for indirect, special, incidental, consequential or lost-profit damages. Each side's total liability under this agreement is limited to the Price actually paid. This limit does not apply to a refund owed under clause 7, to Member's payment obligations, to misuse of the other side's name, logo or confidential information, or to liability the law does not allow to be limited.
21. 21. Indemnity. Member will defend and cover Kilawatt against third-party claims arising from Member's unlawful use of the services or from Member's name, logo or content infringing someone's rights. Kilawatt will do the same for claims that the Kilawatt platform, as provided, infringes someone's rights.
22. 22. Term and ending early. This agreement runs until the Credit balance has been used or refunded and the Recognition has ended. Either side may end it for the other's material breach that is not cured within 30 days of written notice. Kilawatt may remove the Recognition at any time if it reasonably believes it could harm either side's reputation or breach the law, and will tell Member promptly. Clauses 6, 7, 12 to 15, 18 to 21 and 23 survive ending.
23. 23. Governing law and disputes. California law governs, without regard to conflict-of-laws rules. The sides will first try to resolve a dispute by written notice and good-faith discussion for 30 days. After that, the courts in Los Angeles County, California have exclusive jurisdiction.
24. 24. General. These published Founding Member Terms are the complete agreement and replace earlier discussions and any website copy. No separate terms or amendments apply. Neither side may assign this agreement without the other's written consent, except to a successor of all or substantially all of its business. If a clause is unenforceable, the rest continues. Neither side is liable for delay caused by events beyond its reasonable control, but this does not excuse Member's payment obligation. Notices go by email to hello@kilawattcloud.dev for Kilawatt and to the account email for Member. Electronic acceptance is valid.