What the filed contracts say
| Contract | What the filed wording says |
|---|---|
| Boost Run–Cohere service agreement | Payment of undisputed fees is absolute and unconditional. |
| Boost Run–Cohere service agreement | No set-off for amounts owed under any other agreement, including one where the provider buys from the customer. |
| Boost Run–Cohere service agreement | Service credits, contractual refunds and good-faith invoice disputes are kept, limited to the disputed part. |
| Boost Run–Cohere service agreement | The clause survives assignment and any financing party can enforce it. |
| Boost Run–Cohere service agreement | While a refund for late racks is pending, the customer keeps paying for accepted racks. |
| Anthropic / Nscale GPU order | Anthropic may not withhold payment, though it may dispute an invoice in good faith and pay only the undisputed part. |
| Anthropic / Nscale GPU order | Unpaid undisputed amounts let the provider suspend the related services after notice. |
| Anthropic / Nscale GPU order | Payments are non-refundable unless the agreement says otherwise. |
The filed wording
4.4 Independent Obligations. Customer’s obligation to pay undisputed Fees under this Agreement is absolute and unconditional, and shall not be subject to any abatement, reduction, set-off, counterclaim, recoupment, defence or deduction by reason of any amount owed or alleged to be owed by Boost Run or any of its Affiliates to Customer or any of its Affiliates under any other agreement, including any agreement under which Boost Run or any of its Affiliates procures products or services from Customer or any of its Affiliates; provided, however, that the foregoing shall not limit Customer’s right to (i) apply Service Credits earned under Exhibit F in accordance with its terms, or (ii) receive refunds or credits to which Customer is entitled under this Agreement, including under Section 10.6, Exhibit F, or Section 16 of Exhibit G; provided that any such dispute is raised in accordance with Section 6 of Exhibit G and any withholding or set-off is limited to the good-faith disputed portion of the applicable invoice. No such other agreement constitutes consideration for, or is conditioned upon, this Agreement or any Order, and neither Party shall net, offset, credit or apply amounts payable under any such other agreement against amounts payable under this Agreement. This Section 4.4 survives any assignment under Section 18.1 of Exhibit G and is enforceable by any Financing Party.
