Host Agreement

1. Scope

1.1. This Host Agreement (“Agreement”) applies when you pair a machine with Node Lodge through the Node Lodge agent (a “Host Machine”) or list an offer on Community. It is part of the Terms of Service, whose definitions apply. “You” or the “Host” means the Organization that pairs the machine.

1.2. You accept this Agreement when you pair your first machine. If it conflicts with the Terms of Service, this Agreement prevails for Host Machines and payouts.

2. Eligibility

2.1. To host, you must:

• be at least 18 years old, or be a legal entity, and act for the purposes of your trade, business or profession;
• be established in a country where we offer payouts, as shown when you set up payouts;
• own the Host Machine or have the right to use it as described here, including any permission needed from a landlord, an employer, a hosting provider or an energy or network supplier;
• not be a Restricted Person under section 20 of the Terms of Service, nor operate the machine from a country or region subject to comprehensive sanctions.

2.2. We may accept or refuse a Host or a machine, including to manage the quality and security of the catalog.

3. Payments and identity verification

3.1. Stripe Connect. Payment processing services for Hosts on Node Lodge are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (together, the “Stripe Services Agreement”). By agreeing to this Agreement or continuing to operate as a Host on Node Lodge, you agree to be bound by the Stripe Services Agreement, as Stripe may modify it from time to time. As a condition of Node Lodge enabling payment processing services through Stripe, you agree to provide Node Lodge accurate and complete information about you and your business, and you authorize Node Lodge to share it and transaction information related to your use of the payment processing services provided by Stripe.

3.2. Verification. Stripe verifies your identity and, where applicable, your business and its owners (“KYC”). You must complete that verification before any payout, and keep it up to date. We do not receive copies of your identity documents.

3.3. Holds by Stripe. Stripe may delay, hold or refuse a payout under the Stripe Services Agreement. We are not responsible for Stripe’s decisions.

4. Pairing, review and listing

4.1. Pairing. You pair a machine with a one-time code from the console and the Node Lodge agent, which you run as a standard user. The agent’s private key never leaves the machine. Keep the machine and its key secure, and revoke the machine at once in the console if either may be compromised.

4.2. Requirements. A Host Machine must meet the published requirements, including: Ubuntu Server 24.04 with the HWE kernel (Linux 6.12 or newer) installed directly on the machine; a machine dedicated to Node Lodge; an NVIDIA GPU of the Ampere generation or newer with 12 GB of memory or more; virtualization and IOMMU enabled; a wired uplink meeting the published speeds.

4.3. Review. We review each machine before listing, from what the agent reports and from checks we may ask you to run. We may refuse, unlist or remove a machine, at any time, if it no longer meets the requirements, its reported hardware appears inaccurate, its availability is poor, or it creates a risk for renters or the Service.

4.4. Offer. You set the hourly rate renters pay, in US dollars, and you list or unlist your offer. Declare the country where the machine is located accurately and keep it up to date. Renters see your machine’s specifications, its declared country and the name you give it: do not put personal details in that name.

4.5. Catalog order. The catalog shows the offers that match the renter’s filters, sorted by price unless the renter chooses another order (such as GPU memory). Smart Launch keeps the machines that fit the renter’s workload and ranks them by measured performance per dollar when it is known, then by price and by how comfortably the workload fits. You cannot pay for a better position.

5. Commission and earnings

5.1. Your share. For each Community Session on your machine, you earn 85 percent of the amount charged to the renter for that Session. Node Lodge keeps a commission of 15 percent, from which it pays the payment processing and payout fees of the platform.

5.2. Time absorbed by Node Lodge. If a Session runs past the moment its Budget is reached because the stop came late on our side, we pay you your share of that time ourselves, although the renter is not charged. You earn nothing for time past the Budget when the delay comes from your machine or its agent.

5.3. No earnings. You earn nothing for a Session that failed to start, for time after your machine was lost or stopped answering, or for a Session ended because of your breach.

5.4. Ledger. Your earnings are recorded in an append-only ledger shown in the console.

6. Payouts

6.1. When earnings become payable. An earning becomes payable 7 days after the end of the Session, to allow for payment disputes and refunds.

6.2. Schedule and minimum. You choose weekly or monthly payouts. A payout is made when your payable balance reaches 25 USD. Smaller balances roll over to the next payout. Payouts are made in US dollars to the bank account of your Stripe connected account; conversion, if any, is done by Stripe.

6.3. Holds. We hold an earning, without paying it, while:

• the renter’s account is blocked for a refunded or disputed payment;
• we investigate in good faith a breach of this Agreement, of the Acceptable Use Policy or of law on your machine;
• your verification is incomplete, or Stripe holds your payouts.

We tell you of a hold and its reason. When the cause ends, the earning is released, or reversed under section 6.4.

6.4. Reversals and set-off. We may reverse an earning, or set it off against future earnings, when: it was paid by error; the renter’s payment for the Session is refunded or lost in a dispute; or the Session was affected by your breach. If your future earnings are not enough, you will repay the amount within 30 days of our request.

6.5. Statements. The console shows your earnings, holds, reversals and payouts. Report an error within 90 days of the payout concerned.

7. Taxes

7.1. You are responsible for declaring and paying the taxes on your earnings, and for registering for and charging any tax that applies to your services, such as GST/HST, QST, VAT or sales tax.

7.2. Stripe or Node Lodge may collect your tax information and report your earnings to tax authorities when the law requires it (for example, information returns in the United States, Canada or the European Union). You will provide accurate tax information when asked.

7.3. Earnings are stated before any tax you owe. If the law requires us to withhold tax from a payout, we withhold it and tell you.

8. Your obligations as a Host

8.1. Machine. You will: keep the machine dedicated to Node Lodge; keep its system, firmware and drivers up to date with security patches; keep the agent at a supported version; protect the machine physically and against unauthorized access; and keep it powered and connected while your offer is listed.

8.2. Running Sessions. Do not stop, restart, unplug or reconfigure the machine during a running Session, except in an emergency that threatens people or property. To stop hosting, unlist your offer and wait for running Sessions to end.

8.3. Integrity. Do not modify, impersonate or interfere with the agent, the session daemon, the session image or their network rules, and do not report inaccurate hardware, location or performance.

8.4. Law and policy. Comply with the laws that apply to you and to the machine, including sanctions and export control laws, and with the Acceptable Use Policy.

8.5. Incidents. Tell us at security@nodelodge.com within 24 hours of becoming aware of an incident that may affect the security of the machine, of a Session or of the Service, including theft of the machine or of its disks.

9. Renters’ data

9.1. No access. You will not access, read, copy, inspect, record, modify or interfere with a Session, its memory (GPU memory included), its disk, its encryption keys or its network traffic, by any means, including memory dumps, debuggers, hypervisor or firmware tools, or packet capture. You will not try to identify renters.

9.2. Processing on our behalf. Your machine processes renters’ data on behalf of Node Lodge, which processes it for its customers. For that processing, you act as our sub-processor and you will:

• process it only to run the Sessions we send to your machine, under this Agreement;
• keep it confidential, and make sure anyone with access to the machine is bound to do the same;
• maintain the security measures of section 8;
• not engage anyone else to operate the machine without telling us;
• help us, on request, to answer an incident, an authority or a person exercising their rights;
• let us check your compliance, on reasonable notice, through the agent’s reports and the information we ask for.

9.3. Flow records. The session daemon keeps records of the connections opened by Sessions (time, protocol, destination address and port, volume), for 90 days, on your machine. You will not read, copy, alter or use them. We read them only to handle abuse reports and lawful requests.

9.4. End of hosting. When you stop hosting, delete everything the session daemon left on the machine with the agent’s forget command, and do not keep any copy.

9.5. Breach. A breach of this section 9 is a serious breach. We remove the machine at once, withhold the earnings of the Sessions concerned, and may report it to the competent authorities and claim damages.

10. Data about you

We process the information you give us and the information the agent reports (hardware inventory, heartbeats, speed tests, IP address of its requests) as described in our Privacy Policy. Renters do not receive your name or email address.

11. No guarantee of revenue

We do not guarantee that your machine will be listed, rented or used, nor any level of earnings. You bear your own costs, including hardware, electricity, cooling, network and taxes, and the wear of your hardware.

12. Suspension, removal and termination

12.1. By you. You may unlist an offer or revoke a machine at any time in the console, subject to section 8.2. You may end this Agreement by revoking all your machines.

12.2. By us. We may unlist, suspend or remove a machine, or suspend payouts under section 6.3, if you breach this Agreement, if the machine creates a risk for renters or the Service, or to comply with law. We may end this Agreement with 30 days’ notice, or at once for a serious or repeated breach.

12.3. Reasons. We tell you the reason of a restriction, suspension or termination, the facts relied on, and how to contest it, unless the law or an investigation prevents it. You can contest by writing to support@nodelodge.com; a person who did not take the decision reviews it.

12.4. After termination. Earnings that became payable before termination and are not subject to a hold or reversal are paid on the usual schedule, even below the minimum, once your verification is complete.

13. Hosts in the European Union and the United Kingdom

13.1. If you are established in the European Union or the United Kingdom and offer your machine to renters located there, Regulation (EU) 2019/1150 on platform-to-business relations, or its UK equivalent, applies to you, and this section completes this Agreement.

13.2. Changes. We give you at least 15 days’ notice of a change to this Agreement, unless the law requires otherwise or a longer period is needed to adapt your offer. You may end this Agreement before the change takes effect.

13.3. Restriction and termination. We give you a statement of reasons before or when we restrict or suspend your machine, and at least 30 days’ notice before we end this Agreement, except where the law, a serious breach or repeated breaches allow us to act at once. You can clarify the facts during an internal complaint.

13.4. Complaints and mediation. Send complaints to support@nodelodge.com. We handle them promptly, within a reasonable time, and tell you the outcome. We are willing to take part in good faith in a mediation to settle a dispute out of court.

13.5. Data access. You have access to the data about your machines, offers, Sessions and earnings shown in the console. Renters’ data is not shared with you.

13.6. Ranking. The main ranking parameters are described in section 4.5.

14. Liability and indemnity

14.1. The disclaimers and limitations of liability of the Terms of Service apply to this Agreement. In particular, we are not liable for wear, damage or loss of your machine, or for its energy or network costs.

14.2. You will defend and indemnify VDTI against third-party claims, and the resulting losses and reasonable costs, arising from your machine, your premises, your breach of this Agreement or your breach of law.

15. Independent parties

You act as an independent business. You are not our employee, agent or partner, and you may not bind us.

16. Governing law and language

Sections 21 (Consumers), 22 (changes), 24 (governing law and courts) and 25 (language) of the Terms of Service apply to this Agreement, subject to section 13.