A licence, not a lease: title and no customer liens
Does a GPU customer that prepays get any interest in the servers?
No. Boost Run’s agreement says the service is a licence to access and use the platform, not a lease or bailment of, or any interest in, the equipment or the facility. Title stays with Boost Run, its affiliates, lessors, vendors or financing parties. No prepayment, credit or refund right gives Cohere a lien, security interest, trust or other interest in the equipment, the facility or the fees. Cohere may not file any lien or financing statement, and must clear one arising through it within ten business days. For lenders: a prepaying customer is an unsecured creditor and cannot compete with the security over the GPUs.
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What the filed contracts say
Contract
What the filed wording says
Boost Run–Cohere service agreement
The service is a licence of access, not a lease, bailment or interest in the equipment or facility.
Boost Run–Cohere service agreement
Title stays with the provider, its affiliates, lessors, vendors or financing parties.
Boost Run–Cohere service agreement
Prepayments, credits and refund rights create no lien, security interest or trust in the equipment, facility or fees.
Boost Run–Cohere service agreement
The customer may not file any lien or financing statement, and must clear one within ten business days.
The filed wording
4.6 Title to Equipment; No Liens. The Services are provided as a licence of access to and use of the Infrastructure Platform and do not constitute a lease of, bailment of, or the grant of any interest in, any Equipment, hardware, real property or facility. Title to and ownership of all Equipment and other Boost Run Property remains at all times with Boost Run, its Affiliates, or its lessors, vendors or Financing Parties, and no prepayment, payment credit, refund entitlement or other right of Customer under this Agreement creates or is intended to create any lien, security interest, trust, escrow, purchase-money interest or other proprietary or equitable interest in any Equipment, in any facility at which the Services are delivered, or in any Fees or receivables arising under this Agreement. Customer shall not create, incur, assume or permit to exist, and shall not file or record, any lien, encumbrance, financing statement or notice of interest against any Equipment or any such facility or the Fees, and shall cause any such lien or filing arising by, through or under Customer or any User to be discharged or released within ten (10) business days after notice.
Boost Run–Cohere service agreement (GB300 NVL72), drafted for the provider’s lenders, section 4.6 · Boost Run 8-K, Exhibit 10.1
Each extract is quoted from the contract as filed with the SEC, checked against the filed text when it was added; “…” marks words left out. Filers redact commercial terms, so a [***] or [*] is the filer's, not ours. The summaries describe the wording, not how a court would read it, and each contract's defined terms and other clauses can change the effect. General information drawn from public filings. It is not legal advice on any transaction, and using this page does not create a lawyer-client relationship. Views are personal.
InfraCompute Weekly
The week in compute finance, read from the filings.
Deals, terms and the clauses behind them, for the people financing data centres, GPU clouds and the power behind them. By Randeep Bubbra.
