# Welcome to USD.AI

The dollar that builds AI, wherever it forms.

## Welcome to USD.AI

USD.AI provides AI infrastructure operators with strategic, non-dilutive financing facilities structured to meet institutional scale requirements. The protocol originates non-recourse loans secured by GPU infrastructure and asset-level cashflows, enabled by onchain credit instruments that give capital providers liquid, transparent exposure to income-producing compute assets.&#x20;

The result is a two-sided credit market: **Borrowers** access the capital they need to build and scale, and **Depositors** access yield that reflects the actual economics of AI infrastructure rather than token subsidies or trading fees.

<table data-view="cards"><thead><tr><th></th><th></th><th data-hidden data-card-target data-type="content-ref"></th><th data-hidden data-card-cover data-type="image">Cover image</th></tr></thead><tbody><tr><td><h4>For Depositors</h4></td><td>Capital providers seeking yield-bearing exposure to GPU-backed credit through liquid, composable onchain instruments.</td><td><a href="/pages/Iky63qUnLPvdtS9MGYCi">/pages/Iky63qUnLPvdtS9MGYCi</a></td><td><a href="/files/ddpfr9DvCvpS8Qq6aJNi">/files/ddpfr9DvCvpS8Qq6aJNi</a></td></tr><tr><td><h4>For Borrowers</h4></td><td>AI infrastructure operators looking to finance GPU acquisitions or data center buildouts. </td><td><a href="/pages/U4OtFXGrMAoHEO0Ufhmu">/pages/U4OtFXGrMAoHEO0Ufhmu</a></td><td><a href="/files/vkL4WolGZ7Qd4e2pUSAQ">/files/vkL4WolGZ7Qd4e2pUSAQ</a></td></tr><tr><td><h4>For Developers</h4></td><td>Technical readers evaluating the protocol architecture, smart contract design, or integration surface. </td><td><a href="/pages/vIHaSVFWVPwEjSnDZOvQ">/pages/vIHaSVFWVPwEjSnDZOvQ</a></td><td><a href="/files/IVsc2aicG0tO2WK6Bzl8">/files/IVsc2aicG0tO2WK6Bzl8</a></td></tr></tbody></table>

## How the Protocol Works

Operators apply for financing facilities secured by their GPU fleet and the cashflows those assets generate. Loans are non-recourse: recourse is limited to the collateral itself, not the operator's broader balance sheet, but have springing recourse to the operator's corporate entity in the event of fraud or other malicious behavior. Eligibility and loan-to-value parameters are set by the protocol and evaluated at the asset level.

Depositors deposit stablecoins in order to mint USDai, a fully-backed synthetic dollar redeemable at any time. Yield seekers stake USDai in order to mint sUSDai, which captures yield from both GPU loans (active deployments) and Treasury bills (idle reserves), with the yield reflected in the exchange ratio between USDai and sUSDai.

## The Instruments

### USDai

USDai is a fully-backed synthetic dollar collateralized by PYUSD, which is in turn collateralized by US Treasuries and cash equivalents. USDai does not accrue yield. It is designed as a liquid, composable instrument: a stable unit of account and medium of exchange across DeFi protocols and centralized markets, and the entry point through which capital enters the protocol.

### sUSDai

sUSDai is the yield-bearing counterpart to USDai and the protocol's primary credit instrument for capital providers. It accrues yield as the underlying loan book and Treasury bills generate yield, which is reflected in the exchange ratio of USDai : sUSDai.&#x20;

Yield comes from two sources: interest paid by GPU infrastructure borrowers on outstanding loan facilities, and Treasury bill yield earned on capital held in reserve between deployments. Both streams accrue automatically and continuously into the sUSDai exchange rate.&#x20;

Depositors holding sUSDai are earning from the protocol's loan book without originating, underwriting, or managing individual loans.

## Governance

USD.AI is governed by CHIP, the protocol's governance token. CHIP enables voting on the parameters that determine how the protocol operates: which hardware qualifies as collateral, how interest rate tiers are structured across asset classes, how protocol fees are set and allocated, and how the collateral universe expands over time.&#x20;

For borrowers, governance determines the terms under which their assets qualify for financing.&#x20;

For capital providers, it determines the risk parameters and yield structure of the instruments they hold.&#x20;

Both sides of the protocol have a direct stake in how governance decisions are made.

## Community

* Website: <https://usd.ai>
* Telegram: <https://t.me/usdaiofficial>
* Twitter: <https://x.com/USDai\\_Official>

<br>


# How It Works

High level summary of USD.AI, with detailed sections following throughout the rest of the docs.

USD.AI is a two-sided credit protocol that connects AI infrastructure operators who need capital with depositors who want yield exposure to compute-backed lending. The protocol originates GPU-secured loans, funds them through onchain deposits, and distributes yield through a tokenized instrument stack; all while maintaining a traditional, legally enforceable lending structure off-chain.

The system operates across three layers: a depositor layer where capital enters, a lending layer where loans are originated and serviced, and a governance layer where protocol parameters are set by CHIP token holders.

### Capital In: USDai and sUSDai

Capital enters the protocol when depositors deposit PYUSD (PayPal's regulated, dollar-backed stablecoin) in exchange for USDai, a synthetic dollar pegged 1:1 and fully backed by the underlying PYUSD. USDai itself does not generate yield; it is a stable, composable asset designed for holding, transferring, or use across DeFi.

To earn yield, depositors stake USDai in exchange for sUSDai, the protocol's yield-bearing token. sUSDai captures income from two sources: interest payments on active GPU-backed loans, and Treasury bill yield earned on idle reserves. This yield accrues continuously and is reflected in a rising exchange rate between USDai and sUSDai - holders do not need to claim anything manually.

Direct minting and redemption of USDai at the smart contract level is currently permissionless, but will be restricted to whitelisted, KYC-verified market makers and institutions in Q2 2026. However, USDai and sUSDai are always permissionless to hold, transfer, stake, and trade on secondary markets.

### Loans Out: GPU Infrastructure Financing

On the borrowing side, AI infrastructure operators — neoclouds, data center companies, and compute providers — apply for financing to acquire GPU hardware. Loans are non-recourse and secured by the physical GPU assets themselves along with their contracted cashflows, structured similarly to traditional equipment finance.

Every loan follows a four-phase process. First, an escrow is established and funded (held by Wilmington Trust). Second, the OEM builds and ships the servers. Third, hardware is installed, tested, and verified at the datacenter, and a permanent lien is filed. Fourth, escrow is released, bridge lenders (or the OEM, if providing net terms) are repaid, and the borrower enters standard repayment — interest and principal due every 30 days over a 3-year amortization schedule.

Each borrower operates through a bankruptcy-remote Delaware SPV, legally isolating the GPU collateral from the operator's broader balance sheet. A comprehensive legal package — including a Loan and Security Agreement, UCC-1 filings, pledge agreements, and datacenter lien waivers — ensures enforceable collateral rights in the real world.

### The Hybrid Structure: Onchain Meets Offchain

USD.AI operates simultaneously across two record systems. Offchain, the legal infrastructure provides real-world enforceability: perfected liens, SPV structures, bank accounts, escrow, and insurance. Onchain, the protocol provides transparency and programmability: Loan NFTs represent collateral positions, the Onchain Record serves as the authoritative lender register, and smart contracts automate the payment waterfall and reserve drawdowns.

These two layers are synchronized at every material event. The Loan NFT is only minted once all off-chain conditions are met (servers delivered, installed, verified, liens filed) and all on-chain conditions are satisfied (wallet provisioned, record updated). Escrow cannot release until the NFT exists. In default, enforcement runs on both layers simultaneously — the on-chain NFT freezes and the waterfall shifts to acceleration, while off-chain the Agent exercises UCC remedies and can physically repossess hardware.

### Risk Mitigation and Collateral Protection

Loans are originated at 70–80% loan-to-value ratios. Borrowers fund a Debt Service Reserve Account (DSRA) at closing, covering approximately three months of peak debt service. The protocol maintains layered protections including property insurance (via Alliant), value reinsurance against hardware depreciation (via Barkr), real-time hardware monitoring (via Aravolta), and partnerships with ITAD firms for physical retrieval and resale in default scenarios.

Borrowers who hold their DSRA in USDai receive a rate compression benefit: the yield generated by that USDai (from the PayPal PYUSD incentive and T-bill income) flows back into their interest rate, reducing their effective borrowing cost.

### Redemptions and Liquidity

Because the protocol's capital is deployed into illiquid, amortizing GPU loans, sUSDai redemptions operate on a 30-day epoch cycle using a FIFO queue. Available USDai is distributed to queued redemptions at each epoch close. During periods of high utilization, redemption queues may extend across multiple epochs. The protocol does not prematurely liquidate loans to satisfy withdrawals.

A future mechanism called Queue Extractable Value (QEV) will introduce auction-based priority bidding for redemption positioning, allowing depositors to pay for faster exits while redistributing those fees to passive stakers.

### Governance: CHIP

CHIP is the protocol's governance token. CHIP holders vote on the parameters that shape how the system operates: which GPU hardware qualifies as eligible collateral, how interest rates are tiered across different offtake qualities, what borrower eligibility criteria apply, how protocol fees are set and routed, and when smart contract upgrades or new integrations are approved. CHIP can also be staked for sCHIP, which serves a backstop function — in the event of a shortfall, staked CHIP may be used to cover the deficit, making stakers active participants in the protocol's risk framework.

### The Sections That Follow

The pages that follow provide detailed documentation for each side of the protocol. The **Borrower** section covers the full loan lifecycle, legal structure, onchain/offchain mechanics, and partner ecosystem. The **Depositor** section covers USDai, sUSDai, yield mechanics, redemption processes, and QEV. The **Governance** section covers CHIP utility, staking, and tokenomics. The **Technical Overview** provides smart contract architecture, audit reports, and deployed contract addresses.


# InfraFi Market

InfraFi: Financing the Infrastructure Golden Age

<figure><img src="/files/vpJinwhji9J5Xyg1sh4W" alt=""><figcaption></figcaption></figure>

The primary trade in the emerging AI economy centers on financing the development of infrastructure and the enormous capital expenditures required over the next few years. Currently, this financing is dominated by tradfi yield-based products such as loans, bonds, and convertible preferred equity.

Elon Musk has underscored the critical gap in financing for these projects, estimating a $490 billion shortfall in capital vs the announced $500bn for Stargate. This gap represents a monumental opportunity for new players to emerge, including crypto participants. USD.AI is uniquely positioned to address this challenge by providing a financial layer tailored to the AI supercycle. Much like how Tether leveraged its role in stablecoin markets to become one of the largest holders of U.S. Treasury securities or how Bitcoin mining debt scaled to $20-50bn with niche hardware collateral, USD.AI may evolve into a dominant participant in the Golden Age of AI infrastructure by bridging the intersection of crypto, DeFi structuring, and hardware.

{% hint style="info" %}
**Tether:** Became one of the largest holders of U.S. Treasuries by leveraging its dominance in stablecoins.

**Bitcoin Mining:** Established one of the largest crypto-related debt markets, with $20–50 billion in financing, entirely related to **niche hardware**

**USD.AI:** Combines both strategies, aiming to become a leading supporter of AI infrastructure by bridging the gap between crypto-native liquidity, DeFi structuring, and hardware underwriting.
{% endhint %}

## RWAs tokenizes the past. We should use onchain protocols to solve for the capex-heavy industries of the future.&#x20;

Outside of riskless T-bill adoption, RWAs have largely failed as a category for nearly a decade. Most attempts at tokenizing real-world assets have focused on assets that are already well-collateralized and have access to robust capital markets. These tokenization efforts lack a compelling reason to move on-chain, except for adverse selection: projects or borrowers that struggle to secure traditional financing often turn to these platforms. One can view the challenges faced by many established web3 protocols, but even web2 platforms such as YieldStreet and Lending Club - these platforms have faced tremendous adverse selection when competing with traditional debt capital markets.

Contrast this with compute assets, and the largest global capex build out in modern history, which also have useful lives of 3 to 6 years. These assets borrow on-chain for a clear reason: traditional debt sources are at a structural disadvantage, with underwriting and structuring timelines precluding the creation of liquid debt markets for these assets (it takes longer to structure and resell than there is tenor of the underlying loans). This creates the opposite dynamic. On-chain private credit, properly designed, serves strong on-chain cash flows that lack off-chain financing options, flipping the adverse selection critique. The challenge lies in structuring the market to ensure robust collateralization and risk management while avoiding the pitfalls seen in other RWA initiatives.

## USD.AI: The "petrodollar" for the AGI future

The evolution of cryptocurrency is deeply tied to the story of hardware. By 2010, miners turned to GPUs for greater processing power amid competition. The real shift came in 2013 with the introduction of ASICs—hardware built specifically for mining—which transformed Bitcoin mining into a large-scale, capital-driven industry. This period saw the rise of industrial mining operations and significant investments from institutions, setting the stage for Bitcoin’s growth into a network worth trillions today.

Bitcoin’s rapid acceleration was underpinned by its ability to tap into global debt markets, often overlooked but critical to scaling the hardware ecosystem. ASIC manufacturers and large mining operators needed substantial upfront capital to produce and deploy cutting-edge machines. Companies like [21.co](http://21.co/) attempted to capitalize on this demand early on but struggled due to poor structuring (Permian Labs’ CTO, Ivan Sergeev, saw this happen live.) Their challenges highlighted the complexity of aligning hardware financing with operational scalability, eventually leading to the company’s pivot under Balaji Srinivasan and Lily Liu. Balaji's experience with Bitcoin fueled his concept for the Network State, where the unit of a “node” is the original economically productive unit. Physical nodes are hardware, and hardware scales with capital markets.

Bitcoin’s success shows how hardware and access to capital fuel each other. Before DeFi existed, Bitcoin relied on international debt markets to expand its infrastructure, stunting its expediency due to sluggish traditional processes. The network’s value grew because it could secure the physical resources—the chips—needed to operate and scale.

Now consider the rise of AGI. If it happens, AGI will depend on its infrastructure to survive and grow. It will also need a currency tied to that infrastructure, much like the U.S. dollar and the petrodollar linked oil to economic dominance in the 1970s. Such a currency wouldn’t be human-made in the traditional sense. It would arise out of necessity, built to secure the systems that AGI relies on. That currency is USDai.

The question isn’t whether a currency like USDai will emerge. It’s whether it will arrive in time to meet the demands of AI, crypto, and the next generation of decentralized infrastructure. USD.AI isn’t a speculative idea. It’s the next step.


# Risks & Mitigants

USD.AI is a balance between risk mitigation in the pursuit of yield capture. By orienting risk mitigation towards asset productivity, USD.AI will facilitate growth by focusing on the asset underwriting process.

<table><thead><tr><th width="128.79296875">Risk Category</th><th>Mitigant</th><th>Details</th></tr></thead><tbody><tr><td>ECONOMIC</td><td>Equity Buffer</td><td>70-80% Loan-to-Value (LTV) ratio provides a safety margin against asset value fluctuations and default risks.</td></tr><tr><td>ECONOMIC</td><td>Debt Service Reserve Account</td><td>~3 months of peak debt service held in a restricted cash account (or in USDai directly) to cover potential ramp up delays, cash flow lumpiness of borrower. Structural protection to ensure borrower maintains healthy cash reserves</td></tr><tr><td>ECONOMIC</td><td>Amortization</td><td>Regular principal repayment schedule reduces exposure over time, with first successful implementation complete.</td></tr><tr><td>ECONOMIC</td><td>Queue Extractable Value</td><td>A market-based pricing mechanism for liquidity bottlenecks for each amortization loan repayment.</td></tr><tr><td>ECONOMIC</td><td>Value Insurance</td><td>Value insurance policy placed to provide insurance coverage over the life of the loan. In the event of default, GPUs are sold in the secondary market, if sale price is under the insured amount, insurer pays out the delta.</td></tr><tr><td>LEGAL</td><td>Bankruptcy Remote SPV</td><td>Clear legal structure secures asset ownership and collateral rights throughout the financing period, assets and contractual revenue split from parent corporate balance sheet prevents other creditors from attempting to claim rights to assets in event of default. </td></tr><tr><td>LEGAL</td><td>Onboarding Diligence</td><td>Thorough vetting of counterparties' financial status and compliance requirements before participation.</td></tr><tr><td>LEGAL</td><td>Software Oversight</td><td>Ongoing software oversight into machine usage, uptime and location</td></tr><tr><td>MODULAR</td><td>Underwriting Process</td><td>Comprehensive system including asset appraisal, default handling, and flexible amortization options.</td></tr><tr><td>MODULAR</td><td>Risk Incentive</td><td>Interest rates range based on cash flow qualities (ie, on demand rentals charged higher rate than contractual multi year offtake agreements). Higher yield compensates underwriter economic interests, which align with platform success.</td></tr><tr><td>MODULAR</td><td>Controls</td><td>Built-in safeguards include auction repurchase guarantees and robust appraisal systems.</td></tr><tr><td>TOKENOMIC</td><td>Governance Whitelist</td><td>Community oversight of loan terms and asset selection promotes long-term sustainability.</td></tr><tr><td>TOKENOMIC</td><td>Last line of defense</td><td>Token functions as ultimate risk buffer in case of major depeg, similar to Aave and Maker models.</td></tr></tbody></table>


# Media Coverage

USD.AI's digital footprint

### Fundraising

* **Bullish Investment |** `September 22, 2025` <https://www.bullish.com/us/news-insights/bullish-makes-4-million-investment-into-usd-ai-its-first-since-ipo>
* **YZi Labs Investment |** `August 26, 2025` <https://www.yzilabs.com/blog/yzi-labs-invests-in-usd-ai-to-back-the-yield-bearing-stablecoin-for-scaling-ai-infrastructure>
* **Framework Ventures leads Series A |** `Aug 14, 2025` <https://www.coindesk.com/business/2025/08/13/usd-ai-raises-usd13m-to-expand-gpu-backed-stablecoin-lending>

### Partnership

* **USDAI Selected for Obex’s Inaugural $1B Cohort |** `Mar 25, 2026` <https://thedefiant.io/news/defi/obex-starts-deploying-usd1b-in-usds-into-mortgages-ai-hardware-and-solar-energy>
* **Sharon AI $500M Facility |** `Jan 22, 2026` <https://www.datacenterdynamics.com/en/news/sharon-ai-secures-500m-debt-facility-from-usdai/>
* **PayPal/PYUSD Integration |** `Dec 18, 2025` <https://www.coindesk.com/business/2025/12/18/paypal-s-pyusd-stablecoin-tapped-for-ai-infrastructure-financing>
* **QumulusAI $500M Facility |** `Oct 9, 2025` <https://www.qumulusai.com/articles/qumulusai-secures-500m-non-recourse-financing-facility-through-usdai-to-accelerate-ai-infrastructure-growth>
* **Arbitrum** on [USD.AI](http://USD.AI) | `Aug 13, 2025`

  <https://blog.arbitrum.io/usd-ai-accessible-ai-infra-financing/>

### Research Report

* **Messari Report on CHIP |** `Mar 2, 2026`

  <https://messari.io/report/a-valuation-of-usdai-chip>
* **Messari** | **The Crypto Theses 2026 |** `Dec 18, 2025`

  <https://messari.io/report/the-crypto-theses-2026>
* **Delphi Digital | 2026 Infra Year Ahead Report |** `Dec 17, 2025`

  <https://members.delphidigital.io/reports/the-year-ahead-for-infra-2026#key-takeaways>
* **StableWatch on USD.AI** | `Oct 23, 2025`

  <https://www.stablewatch.io/research/usd-ai-deep-dive>
* **Delphi Digital on USD.AI** | `May 06, 2025`

  <https://members.delphidigital.io/reports/usd-ai-financing-the-future-of-ai-infra>

### Risk Analysis

* **LlamaRisk on Onboarding USDai/sUSDai to Aave V3 Arbitrum Instance |** `Apr 3, 2026`

  <https://governance.aave.com/t/arfc-onboard-usdai-susdai-to-aave-v3-arbitrum-instance/23260/9>
* **Chaos Labs on Onboarding USDai/sUSDai to Aave V3 Arbitrum Instance |** `Apr 1, 2026`

  <https://governance.aave.com/t/arfc-onboard-usdai-susdai-to-aave-v3-arbitrum-instance/23260/7>

### General

* **Milk Road** on USD.AI | `Mar 6, 2026`

  <https://milkroad.com/crypto/the-hottest-yield-trade-in-crypto-right-now/>
* **The Defiant** on USD.AI’s upcoming token launch | `Jan 27, 2026`

  <https://thedefiant.io/news/defi/usdai-gears-up-for-token-launch-and-airdrop>

### Interviews and Podcasts

* CoinDesk Live at Consensus Miami 2026 Day 3 | `May 7, 2026`

  <https://www.youtube.com/live/LkR92epQnU4?si=KJo5t7-wmnXpJTn-&t=16996>
* Fraction AI | `May 6, 2026`

  <https://x.com/i/broadcasts/1lJQRvrNmdZxE>
* The Modern Market Show | `Apr 29, 2026`

  <https://www.youtube.com/watch?v=7EoalppG4aU>
* Sunrise Defi | `Apr 23, 2026`

  <https://x.com/i/broadcasts/1RJZzjryoWXJB>
* ThreadGuy | `Apr 23, 2026`

  <https://www.youtube.com/watch?v=fmnTwBg3UbY>
* More than Speculation | `Apr 21, 2026`

  <https://www.youtube.com/watch?v=c81c5RGNhuc>
* 11AM w/ Seed Club | `Mar 3, 2026`

  <https://www.youtube.com/watch?v=K8i8y6N8EbA>
* Fluence | `Feb 19, 2026`

  <https://www.youtube.com/watch?v=4W7u1NftYak>
* DeFi Dad | `Feb 8, 2026`

  <https://www.youtube.com/watch?v=8gj0HkpSbZc&t=1173s>
* Scenius Studio | `Nov 5, 2025`

  <https://podcasts.apple.com/us/podcast/the-use-case-usd-ai-david-choi-episode-57/id1663011413?i=1000735389392>
* Block by Block | `Sep 29, 2025`

  <https://podcasts.apple.com/no/podcast/usd-ai-and-the-future-of-infrafi-with-david-choi/id1788783689?i=1000729062724>
* ThreadGuy | `Sep 12, 2025`

  <https://www.youtube.com/watch?v=YNipNCnmfC0>
* Leviathan News | `Aug 18, 2025`

  <https://www.youtube.com/watch?v=K8i8y6N8EbA>
* Delphi Digital | `May 21, 2025`

  <https://www.youtube.com/watch?v=x9GLWWKqHhE>


# Overview

GPU financing through USD.AI is available via GPUloans.com, a dedicated borrower-facing portal powered by the USD.AI protocol. USD.AI provides institutional-grade GPU financing for neoclouds and AI infrastructure operators. The full loan process, from purchase order through funding, hardware delivery, installation, and ongoing repayment, is structured through a pre-closing flow of funds designed for security and clarity.

Financing availability and parameters are determined programmatically, and funds are only released upon auditable satisfcation upon all conditions precedent. Each loan will have an applicable conformity certificate describing relevant details and evidencing relevant loan closing requirements.

### **Loan Process - Flow of Funds**

From purchase order to permanent debt, every USD.AI loan moves through a structured four-phase flow of funds designed to protect all parties and ensure clean legal title at every step.

<figure><img src="/files/I7bQNYgj4qXHACZuiqvM" alt=""><figcaption></figcaption></figure>

#### Phase 1 — PO Funding & Escrow Setup&#x20;

Before any hardware is shipped and installed, USD.AI establishes a secure funding structure, to protect both the borrower and lender throughout the transaction. Typically, USD.AI uses escrow to safely fund every loan. Wilmington Trust, National Association serves as the independent Escrow Agent, holding loan proceeds in segregated, per-loan accounts. At the moment of escrow funding, yield begins accruing on the loan, at a lower rate than the drawn rate (typically 5-7%), adequately covering carry costs of capital during the escrow period. Funds are only released once all required parties have authorized the disbursement in writing, ensuring no single party can move capital unilaterally. In some cases, borrowers who have existing net 30 terms with their OEM or who are working directly with a bridge lender may not require escrow.

Where escrow is used, the borrower deposits their equity contribution directly to the Ordinary Equipment Manufacturer (OEM). The lender (GPU Finance Ltd.) then funds the escrow, which is held until hardware delivery and verification are confirmed.  A digital record of the loan terms is created in a pending state before any hardware ships, ensuring all borrowing terms are documented and locked in from the outset.

#### Phase 2 — Server Build & Shipping

OEM builds and prepares the servers for delivery. During transit, the Bridge/OEM files a lien against the server assets, securing the lender’s interest in the hardware before it arrives at the datacenter. Lender provides a guarantee to release escrow upon successful installation and verification.

#### Phase 3 — Install & Verification

Servers arrive at the datacenter, and are installed, tested, and verified as operational through an independent hardware monitoring provider. The Permanent Loan Agreement is executed. The transit lien is released, and the lender simultaneously files a new permanent lien against the installed hardware, establishing clean, senior collateral rights before the escrow is closed out.

#### Phase 4 — Escrow Release & Fund Routing

Once all required parties have authorized the release, escrow is closed out and funds are disbursed. Net proceeds are routed either directly to the Bridge Lender or to the Borrower for direct payment, depending on the deal structure. A Debt Service Reserve Account (DSRA), approximately 10% of the gross loan amount, is retained from escrow at closing as a repayment buffer.

**Net Proceeds = Gross Loan Amount – Closing Fees – DSRA Reserve**

Post-closing, the bridge is fully repaid, the lender holds a permanent lien against the hardware, and the loan enters standard ongoing operations. Borrowers who fund their DSRA in USDai are eligible for a reduced interest rate. See the DSRA & Rate Compression section below.

### Interest Rates

All USD.AI loans carry fixed rates. There are no floating rates, no SOFR-linked pricing. Rates are programmatically set at origination based on two variables: the quality of the offtake contract (a binding agreement where a counterparty commits to purchasing compute capacity at defined terms) and the loan-to-value ratio, not the creditworthiness of the borrower.

<table><thead><tr><th width="164">Offtake Type</th><th width="172.666748046875">Interest Rate Band</th><th>Description</th></tr></thead><tbody><tr><td>Tier 1: Investment-grade</td><td>7% - 9% p.a.</td><td>Applies where the offtake counterparty carries an investment-grade credit rating (BBB-/Baa3 or above from S&#x26;P or Moody's), or where the borrower holds a customer default insurance policy covering the contract.</td></tr><tr><td>Tier 2: Non-investment-grade multi-year contracted offtake</td><td>10% - 12% p.a.</td><td>Applies where the counterparty is not investment-grade but has executed a binding multi-year agreement with documented payment history.</td></tr><tr><td>Tier 3: On-demand or spot rental</td><td>12% - 15% p.a.</td><td>Applies where compute is sold without a multi-year contract. Revenue is real but uncontracted; the rate reflects that variability</td></tr></tbody></table>

Tier 1 and Tier 2 pricing require a minimum 24-month remaining offtake term at origination.

Interest rate within the band is determined by LTV, which is capped at 80%. A 70% LTV falls at the bottom of the interest band, while 80% LTV is at the top of the band; in-between LTVs fall at the proportionally equivalent interest rate.

Borrowers who integrate USDai into their treasury or operations are eligible for a rate reduction. Specifically, holding holding DSRA in USDai results in a 0.5% interest rate decrease. Further information is in the DSRA section below.

### Pre-Closing Timeline

<figure><img src="/files/MNw9iBGAygJbokqswURg" alt=""><figcaption></figcaption></figure>

### Illustrative Sources & Uses at Closing

<figure><img src="/files/krXbXqBcpNyVKXJEE30g" alt=""><figcaption></figcaption></figure>

### Key Parties

<table><thead><tr><th width="209.75390625">Party</th><th>Role</th></tr></thead><tbody><tr><td>USD.AI Foundation</td><td>Cayman Islands Foundation Company. Parent entity of the protocol; acts as Tokenizing Agent for GPU loans and manages ecosystem partnerships that expand borrower access to hardware, financing, and infrastructure networks.</td></tr><tr><td>GPU Finance Ltd.</td><td>Subsidiary of the USD.AI Foundation. Acts as Administrative Agent and Lender on all loan agreements; enforces events of default and manages collateral on behalf of protocol depositors.</td></tr><tr><td>Permian Labs</td><td>Delaware corporation. Technical and operational service provider to the Foundation; built the original protocol and provides day-to-day engineering, deal origination, and operational support. </td></tr><tr><td>Bridge</td><td>Gap financing provider. Funds the purchase order period and is fully taken out upon escrow release at closing.</td></tr><tr><td>Independent Custodian</td><td>Third escrow signatory. Provides independent oversight of the escrow release process.</td></tr><tr><td>OEM</td><td>Original equipment manufacturer. Receives the borrower's equity deposit directly and builds/ships the servers.</td></tr><tr><td>Datacenter</td><td>Warehouses and custodies the GPUs; provides power, cooling, connectivity, and security.</td></tr><tr><td>PayPal / Paxos Trust Company</td><td>PayPal provides the payment infrastructure and lending currency used across USD.AI loans. Paxos Trust Company (NYDFS-regulated) ensures the currency is fully backed 1:1 by U.S. dollar deposits and short-term Treasuries, with monthly third-party attestations, giving borrowers confidence that the funds they receive and repay are stable and fully redeemable.</td></tr><tr><td>Borrower</td><td>Bankruptcy-remote Delaware LLC SPV; sole purpose is to own the GPU collateral and borrow under the loan</td></tr><tr><td>Parent / Operator</td><td>Operating company that contributes the servers to the SPV and acts as Limited Guarantor</td></tr><tr><td>Independent Manager</td><td>Third party service provider required to consent to Material Actions taken by the SPV (ie, blocks consolidation efforts)</td></tr></tbody></table>

### Legal Structure

Every USD.AI loan is supported by a complete, traditionally structured legal package. This includes:

* **Loan and Security Agreement** — governs all economic terms, repayment obligations, collateral rights, and default provisions between the borrower SPV and GPU Finance Ltd.
* **UCC-1 Financing Statement** — filed against the hardware assets, establishing the lender's priority security interest
* **SPV LLC Agreement** — the borrower holds GPU assets through a Special Purpose Vehicle, legally separating the collateral from the borrower's broader balance sheet.&#x20;
* **Sale & Contribution Agreement** — formally transfers the GPU assets from the operating company into the SPV, establishing clean legal title in the entity that holds the collateral.
* **Pledge Agreement** — pledges the equity interests of the borrower SPV to the lender as additional collateral, giving the lender recourse to the entire SPV if needed.
* **Limited Guaranty** — the borrower's parent entity provides a limited guaranty of the loan obligations, adding a layer of recourse beyond the hardware collateral itself.
* **Master Services Lien Waiver** — the datacenter operator formally acknowledges the lender's senior security interest in the hardware and waives any competing lien claims.
* **Customer Services Agreement** — governs the ongoing relationship between the borrower and GPU Finance Ltd. across loan administration, SPV setup, and operational support.

This infrastructure ensures that if enforcement is ever required, all legal rights are already documented, properly structured, and ready to act on.

### Loan Execution

Once the closing process is complete, the borrower receives loan proceeds and enters the standard repayment period. Repayments are due every 30 days in accordance with the loan terms, with a mid-teens APR and 3-year principal amortization.

### Conditions Precedent to Closing & Funding

<figure><img src="/files/tkjdivwOXiZqoP5GZHg1" alt=""><figcaption></figcaption></figure>

### DSRA & Rate Compression

All borrowers are required to maintain a **Debt Service Reserve Account (DSRA)** — a reserve funded at closing, sized to cover a defined number of interest payments in the event of a shortfall.

Borrowers who elect to hold their DSRA in **USDai** unlock a rate compression benefit: the protocol redistributes the passive yield generated by that USDai (via the PayPal 4.5% PYUSD incentive and T-Bill income) back into the interest rate calculation, reducing the effective borrowing cost. This mechanism is the foundation of the broader USD.AI payments vision — the more of the compute stack that settles on USDai rails, the lower the effective interest rate becomes across the network.

This is the first step toward a future in which GPU financing, counterparty settlement, and end-user compute payments all operate on a single, yield-generating rail.

### In the Event of Default

If a borrower fails to meet their payment obligations, (interest and principal every 30 days, with one 30-day grace period at an accelerated APR), or fails any other non-financial covenant, an event of default is triggered. USD.AI works collaboratively with the borrower to find a buyer for the hardware, drawing on partnerships with IT Asset Disposition (ITAD) firms who can physically retrieve and resell the GPUs if needed. If market conditions have compressed the hardware's value, Barkr's value reinsurance coverage activates to protect against unexpected depreciation, ensuring recovery value is preserved for all parties. This combination of ITAD operational capability and Barkr coverage means that default recovery is a structured, practical process rather than a theoretical one.

### In the Event of Borrower Bankruptcy

If the Borrower's parent entity enters bankruptcy, the assets backing the loan are fully walled off from other creditors. The SPV structure provides complete legal separation, the tokenized GPUs cannot be collapsed back into the Borrower's estate or claimed by other creditors as part of the bankruptcy process.

### Getting Started

Borrowing via USD.AI is not publicly available. Reach out to the USD.AI team through the following if you would like to inquire or get more information:

1. Visit [**GPUloans.com**](https://gpuloans.com) to review the borrower overview and submit an [initial inquiry](https://www.gpuloans.com/contact).
2. The USD.AI team will conduct preliminary diligence on your business, assets, and legal structure.
3. Upon approval, loan terms are presented and the four-phase closing process begins.

If you have any questions, please reach out to <originations@usd.ai>.

\
\&#xNAN;*\*\* Note: earlier iterations of the USD.AI design leveraged warehouse receipts in lieu of loan NFTs for asset tokenization. In all cases, bankruptcy remote SPVs are used to ensure asset isolation from parent, and financial loan terms are established via smart contract logic.*&#x20;

<br>

<br>

\ <br>


# Onchain / Offchain Interplay

Mapping legal contracts and enforcements with onchain representation and structural rights

USD.AI's core innovation is a hybrid legal-and-technical structure that operates simultaneously across two record systems. Neither is complete on its own, and the form documents are engineered so that the two systems remain synchronized at every material event.

#### The Two Layers

**The offchain layer** consists of real-world legal, banking, and physical infrastructure:

* The Delaware SPV (a registered legal entity)
* UCC filings at state filing offices
* Deposit accounts at regulated U.S. banks
* The escrow account at a qualified trust company
* Physical GPU servers in data center facilities
* Insurance policies, tax filings, regulatory compliance
* Executed hard-copy legal contracts with Parent, lenders, data center operators, and service providers

This is where the loan is actually legally enforceable. The offchain layer gives lenders real rights in a real court: perfected liens, priority in bankruptcy, the ability to take possession of servers, the ability to sue for breach.

**The onchain layer** consists of the USD.AI Protocol smart contracts:

* Loan NFTs, Lender NFTs, and Participation NFTs
* The Borrower's onchain smart account wallet (used for all stablecoin inflows and outflows)
* The Onchain Record (the authoritative ledger of loan positions, balances, and payment history)
* The automated payment waterfall and reserve-drawdown logic
* Default freeze and NFT lifecycle controls (mint / freeze / burn)

This is where the loan is transparent, programmable, and composable. The onchain layer gives depositors real-time visibility into performance, automated execution of the waterfall, and a tokenized position that can be held, transferred, or composed into other onchain products.

#### Why Both Layers Are Necessary

The offchain layer exists because:

* GPU servers are physical property; only UCC filings and a true-sale structure can give the SPV enforceable title and the Agent an enforceable first lien
* Bankruptcy remoteness requires a Delaware LLC with an Independent Manager and real-world separateness covenants
* Customer revenue often arrives in U.S. dollars via traditional banking rails; control agreements and a bank-held collection account are how you capture that revenue before it commingles with operator funds
* Real-world compliance (insurance, tax, anti-terrorism, securities law) requires real-world actors
* Smart contracts cannot physically enter a data center; only legal process and executed lien waivers do

The onchain layer exists because:

* Depositors need a liquid, transparent, composable instrument to hold
* Lender position tracking (the "lender register") in a syndicated loan is traditionally a bottleneck; onchain, it becomes a public, tamper-evident record
* Automated waterfall execution and reserve drawdowns remove administrative friction and operational risk from payment processing
* Payment status, collateral status, and default status become publicly verifiable in real time, rather than sitting in private agent reports
* A tokenized collateral position (the Loan NFT) allows onchain parties to interact with a verifiable representation of a real, perfected, legally enforceable loan

#### The Loan NFT: The Bridge Between the Two Layers

The Loan NFT represents:

* The specific GPU collateral securing a given series
* The Agent's first-priority lien on that collateral
* The rights of the lenders and participants to receive payment

The Loan NFT is only minted once every offchain condition is satisfied (servers delivered, installed, tested, liens released) and every onchain condition is satisfied (wallet provisioned, Onchain Record populated). The minting is itself a **closing condition**: escrowed funds cannot be released to pay the Parent until the Loan NFT exists and is recorded. This ensures the onchain and offchain pictures of the deal snap into place at the same instant.

Throughout the life of the loan, the Loan NFT is held and controlled by the Agent, so that onchain control mirrors the offchain collateral agent relationship.

#### Capital Flow: End-to-End

The structure is cleanest when viewed as a sequence of flows that cross the onchain / offchain boundary multiple times:

1. **Depositor capital in (onchain)**: Lenders deposit stablecoin into the USD.AI Protocol. The Protocol mints a Participation NFT and deposits it into the sUSDai vault, representing the pro rata claim to cash flows generated from the relevant financing.
2. **Funding (onchain → offchain)**: The Agent applies the capital onchain to pay closing fees and fund the Reserve Account. The remainder is transferred into an **offchain escrow account** at the Escrow Agent, where it earns a reduced rate pending release.
3. **Escrow release (dual-layer)**: When both sets of conditions are satisfied (offchain: servers delivered, installed, tested, third-party-verified, prior liens released; onchain: Loan NFT minted and Onchain Record updated), the Agent delivers a release instruction. The Escrow Agent releases the escrowed funds offchain to pay the parent for the servers.
4. **Revenue generation (either layer, depending on the customer)**: End customers pay the SPV for use of the servers. Cash payments go to the collection account (offchain); the Borrower is obligated to convert collection account cash into stablecoin and deposit it into the digital wallet in advance of each payment date.
5. **Distribution to lenders (onchain)**: Stablecoin distributions flow through to lenders via the Protocol, verifiable onchain in real time.

#### The Onchain Record as the Authoritative Ledger

The Onchain Record is not a mirror or reporting layer; it is the **authoritative lender register** for the loan. It records:

* Each lender's share of the loan
* Principal outstanding
* Interest accrued and paid
* Required payments due and due dates
* Aggregate outstanding amount across all series
* Payment performance and delinquency status

Absent manifest error, the Onchain Record is determinative evidence of payment status. This replaces the paper lender register that traditionally sits with the agent in a syndicated loan and that historically has been opaque to anyone outside the lender group.

#### Enforcement: Dual-Track Default

On an Event of Default, enforcement runs on both layers simultaneously:

**Onchain (immediate, automatic):**

* The Loan NFT is automatically frozen on the USD.AI Protocol. It cannot be transferred, pledged, or encumbered except as directed by the Agent.
* The Onchain Record is updated to reflect the default and to accrue interest at the default rate.
* The Protocol's automatic distribution logic shifts from the standard waterfall to the acceleration waterfall, with all Collections directed to lenders pro rata until the loan is repaid.

**Offchain (agent-driven, real-world remedies):**

* The Agent accelerates the loan and declares all obligations immediately due.
* The Agent exercises UCC remedies: foreclosure sale, taking possession, private sale.
* The Agent uses the data center lien waivers to enter the facility, disconnect, and remove the servers (or assume the master services agreement in place of the Borrower).
* The Agent can foreclose on the parent's equity in the SPV, taking direct control of the entire enterprise rather than having to enforce against each asset individually.
* The Agent directs all bank accounts (collection account, reserve account) via the control agreements.

**Convergence (onchain reflection of offchain outcome):**

* Once an offchain foreclosure, sale, or other disposition is complete, the Agent permanently burns the Loan NFT on the Protocol by deposting the proceeds from the sale or insurance claim (or combination thereof) to the sUSDai vault.

#### Why This Works

The offchain layer provides enforceability in the real world. The onchain layer provides transparency, programmability, and composability for depositors. The documents are engineered so that:

* Every major state change (funding, release, payment, default, enforcement, close-out) happens in both layers at the same time
* Onchain events are conditioned on offchain performance, and vice versa, so the two records cannot drift apart
* The Agent is a single counterparty with authority in both layers, preventing coordination failure between the legal and technical sides
* Lenders can rely on the onchain record for day-to-day interaction with their position, without giving up any of the protections that come from a real, legally enforceable, first-priority-secured GPU loan


# Partners

USD.AI has built a holistic ecosystem of partnerships and risk management tools that work together to protect lenders and ensure loan performance. These are not simply vendor relationships; they represent a productized approach to credit risk mitigation for AI infrastructure.

***

#### PayPal & Paxos Trust Company — Lending Currency & Payment Rails

All USD.AI loans are denominated in PYUSD, PayPal USD, a fully-backed stablecoin issued by Paxos Trust Company on behalf of PayPal. PYUSD enables the protocol's smart contract escrow, automated payment waterfalls, and on-chain transparency, all while maintaining full dollar backing. For borrowers, this means institutional-grade payment infrastructure without the friction of traditional wire-based settlement.

**The 4.5% Customer Incentive Program**

PayPal provides a 4.5% annual incentive on PYUSD held in the protocol, on up to $1 billion in loan backing for 2026. This incentive accrues at the protocol level and flows through to sUSDai yield, creating a mechanism to compress borrower rates across the network. Borrowers who elect to hold their Debt Service Reserve Account (DSRA) in USDai are eligible to receive a reduced effective borrowing rate as a result of this arrangement.

Looking ahead, PayPal's payment rail infrastructure provides the foundation for USD.AI's broader payments vision: a settlement layer where GPU financing, counterparty payments, and end-user compute billing all operate on a single, yield-generating rail.

More information about this partnership can be found [here](https://usd.ai/insights/pyusd-paypal-usdai-integration).&#x20;

***

#### Aravolta — Hardware Monitoring

Aravolta provides real-time hardware monitoring for all collateralized GPU assets in the USD.AI portfolio. This includes continuous software-level oversight of machine usage, uptime, and physical location,  giving the protocol ongoing visibility into the health and productivity of its collateral base throughout the life of each loan.

For borrowers, Aravolta's integration is a standard component of the loan onboarding process. The monitoring layer supports the protocol's underwriting standards and provides the operational data needed for ongoing loan servicing and, where necessary, enforcement.

***

#### Alliant Insurance Services — Cluster Insurance

Alliant Insurance Services is USD.AI's insurance provider for GPU cluster coverage. One of the largest insurance brokers in the world, Alliant sources and places property and casualty insurance on the collateralized hardware underlying every USD.AI loan, covering physical GPU clusters against loss, damage, and other insurable events throughout the life of the financing. This coverage is a standard requirement for all collateralized loans.

***

#### Barkr — Value Reinsurance

Barkr provides value reinsurance for GPU collateral, a dedicated form of hardware insurance that protects against unexpected depreciation or loss events beyond what standard insurance covers. This adds a protection layer on top of collateral value in the event of a default or liquidation scenario, preserving recovery value for the protocol and its depositors.

Barkr coverage is part of the standard collateral protection stack embedded in every USD.AI loan, not an optional add-on. More information can be found on our [blog](https://usd.ai/insights/usdai-barker-insured-gpu-loan-coverage).&#x20;

***

#### ITAD Partners — Hardware Retrieval & Resale

USD.AI maintains partnerships with IT Asset Disposition (ITAD) firms who provide the operational capability to physically retrieve and resell GPU hardware in the event of a default. This ensures that recovery value is realizable in practice, not merely theoretical, a critical distinction when collateral consists of physical infrastructure distributed across datacenters.

ITAD partnerships complement the on-chain auction mechanism: once an NFT is sold at auction, ITAD partners provide the logistical infrastructure for the new owner to take physical possession of the underlying hardware if needed.

***

#### Wilmington Trust — Escrow Agent

Wilmington Trust, National Association serves as the independent Escrow Agent for all USD.AI loan transactions, holding loan proceeds in segregated per-loan sub-accounts from purchase order funding through to hardware installation and escrow release. Disbursements require Joint Written Instructions from at least two of three authorized signatories, the Lender, the Bridge, and the Independent Custodian, ensuring no single party can unilaterally release funds. Wilmington Trust provides the neutral, institutionally credible custody layer that sits between capital commitment and verified hardware deployment.

***

#### Real-Time Financial Verification - Coming Soon

USD.AI is integrating a real-time financial verification partner to provide independent, cryptographically-backed confirmation that loan funds are properly escrowed throughout the pre-closing process. This verification layer will give the protocol and its depositors continuous assurance that escrowed capital is accounted for at every stage and will sit alongside Wilmington Trust's custodial role as a complementary, independent data source supporting USD.AI's broader commitment to on-chain transparency and proof of reserves.

***

#### Regional Origination Partner

USD.AI works with regional origination partners across select jurisdictions to identify prospective borrowers, conduct initial screening, and refer qualified opportunities to the USD.AI underwriting team for approval. Transactions originated through these partnerships follow the same loan process, legal architecture, and underwriting standards as all other USD.AI loans.

***

#### iDenfy — Identity Verification & Compliance

iDenfy is USD.AI's identity verification partner, powering the KYC and KYB compliance layer for all borrower onboarding. Every prospective borrower must complete identity and business verification before accessing GPU financing. iDenfy handles this end-to-end, verifying government-issued documents, running biometric face matching, and screening against global sanctions lists and PEP databases.

***

#### Bridge Lenders — Purchase Order & Gap Financing

USD.AI works with a network of bridge lenders who provide short-term gap financing during the period between purchase order placement and permanent debt takeout. Bridge lenders fund the OEM directly during the server build and shipping period, taking an interim UCC-1 security interest in the hardware during transit. Upon installation, verification, and escrow release, the bridge is fully repaid from loan proceeds and their security interest is released.&#x20;

This structure allows borrowers to move quickly on hardware procurement without waiting for the full permanent financing close, a meaningful operational advantage in a market where GPU availability and delivery timelines are competitive.


# FAQ

### Getting Started & Eligibility

<details>

<summary>Who is eligible to borrow?</summary>

USD.AI lends to neoclouds and AI infrastructure operators with installed, revenue-generating GPU hardware. The protocol does not finance speculative hardware, purchase orders alone, or general business loans. All loans are collateralized directly against the physical assets.

</details>

<details>

<summary>How do I get started?</summary>

Visit [GPUloans.com](https://gpuloans.com) and fill out our [intake form](https://www.gpuloans.com/contact). Borrowing is not publicly self-serve. The team will conduct initial diligence before presenting loan terms.

</details>

<details>

<summary>How long does the loan process take?</summary>

The full process, from initial inquiry through purchase order, hardware build, shipping, installation, and escrow release, typically takes several weeks to a few months depending on deal complexity and hardware lead times.

</details>

<details>

<summary>Why aren't there more loans?</summary>

The loan process takes from a few days to several months depending on complexity. In these early stages, the protocol is being deliberately prudent to ensure robust underwriting. The process involves two main stages: (1) Underwriting — evaluating the business, assets, and legal structure; (2) Install — receiving hardware, installing, and verifying.

</details>

### Loan Structure & Risk

<details>

<summary>What is an SPV and why do I need one?</summary>

A Special Purpose Vehicle (SPV) is a bankruptcy-remote legal entity that holds your GPU assets separately from your operating company. This is a standard requirement for all USD.AI loans; it protects the collateral from your broader balance sheet and is a core part of what makes the loan structure enforceable.<br>

</details>

<details>

<summary>How many loans are live?</summary>

Check the current status of all loans at [app.usd.ai/reserves](https://app.usd.ai/reserves).

</details>

<details>

<summary>What happens to my operations if I default?</summary>

In the event of default, USD.AI works collaboratively with the borrower to find a buyer for the hardware. This process is supported by partnerships with IT Asset Disposition (ITAD) firms who can physically retrieve and resell the GPUs if needed, and Barkr's value reinsurance coverage protects against unexpected hardware depreciation. Your datacenter operations are not automatically disrupted.

</details>

<details>

<summary>What is a DSRA and how much do I need to fund it?</summary>

A Debt Service Reserve Account is a reserve retained at closing, typically around 10% of the gross loan amount, to cover interest payments in the event of a shortfall. Borrowers who fund their DSRA in USDai are eligible for a reduced interest rate.

</details>

<details>

<summary>GPUs depreciate fast. How is that risk handled?</summary>

Through conservative credit structuring: \~75% LTV (25% equity cushion), amortizing loan structures (\~36 months), focus only on installed revenue-generating GPUs (not speculative hardware), and the existence of an active secondary market supporting recovery in liquidation scenarios. The protocol underwrites GPUs as productive infrastructure with near-term cash flow, not as long-duration assets held for appreciation.

</details>

### Legal, Structure & Partners

<details>

<summary>Who is behind USD.AI?</summary>

USD.AI is governed by the USD.AI Foundation, a Cayman Islands Foundation Company that holds the protocol's intellectual property and represents all stakeholder interests. The Foundation is the shepherd of governance and the parent entity of GPU Finance Ltd. USD.AI Foundation is also the current approved Tokenizing Agent for GPU loans.

Permian Labs is the technical and operational service provider — the team that built the original protocol and continues to provide engineering, deal origination, and operational services.&#x20;

</details>

<details>

<summary>Why is my hardware being monitored by Aravolta?</summary>

Aravolta's real-time hardware monitoring is a standard component of every USD.AI loan. It provides the protocol with ongoing visibility into collateral health  (usage, uptime, and location) throughout the life of the loan. This is required as part of the underwriting and servicing infrastructure, not optional.

</details>

<details>

<summary>What is the role of Wilmington Trust in my loan?</summary>

Wilmington Trust acts as the independent Escrow Agent, holding your loan proceeds in a segregated sub-account until hardware is installed, verified, and all escrow conditions are met. They provide a neutral, regulated custody layer between capital commitment and fund disbursement.

</details>

<details>

<summary>What is a bridge lender and do I need one?</summary>

A bridge lender provides short-term gap financing between your purchase order and the permanent USD.AI debt takeout. Not all borrowers require a bridge — it depends on your hardware procurement timeline and equity structure. The USD.AI team will advise on whether a bridge is needed during the underwriting process.

</details>


# Overview

## Depositor Overview

USD.AI facilitates yield bearing tokenized credit instruments that provide users with access to cash flows tied to compute hardware. Mint USDai, stake for sUSDai, and collect yield generated by the protocol's infrastructure lending book.&#x20;

The protocol has three native tokenized instruments. USDai, a non-yield bearing synthetic dollar, sUSDai, its yield bearing counterpart, and CHIP, the governance token of the protocol

### USDai

USDai is a stablecoin backed 1:1 by US Treasuries and cash equivalents. Mint it by depositing PYUSD. Redeem it for PYUSD at any time.&#x20;

USDai does not accrue yield on its own, but it is the entry point to everything else in the protocol. Use it to move between DeFi positions, settle transactions, or hold before converting to sUSDai.

### sUSDai

sUSDai is the yield-bearing version of USDai. Deposit USDai into the staking module and receive sUSDai in return.&#x20;

As the protocol's underlying loans and Treasury bills generate yield, that yield is reflected in the sUSDai token through its exchange ratio with USDai. Users do not claim yield manually, rather, yield compounds into the token's underlying NAV reflected in the exchange ratio.&#x20;

sUSDai yield comes from two sources.&#x20;

1. **GPU loan interest:** borrowers pay interest on hardware-backed loans
2. **Treasury yield:** USDai reserves are backed by US Treasuries, and that yield also accrues to sUSDai holders, as well as the Treasuries behind undeployed sUSDai backing

#### USDai/sUSDai use cases throughout DeFi

USDai and sUSDai are composable across DeFi. Holding it is the simplest option, but there are several ways to put it to work:

* **Mint & Hold:** sUSDai accrues yield automatically with no staking, claiming, or active actions required.&#x20;
* **Supply as collateral:** Deposit on Morpho, Fluid, or Euler to borrow stablecoins against your position while continuing to earn the base yield.
* **Trade fixed yield:** Use Pendle to lock in a fixed APY on your assets via PTs, or take leveraged exposure to the variable rate via YT.
* **Provide liquidity:** Add assets to Curve, Fluid DEX, or Uni V4 pools to earn trading fees on top of base yield.
* **Loop for amplified yield:** Use either as collateral to borrow stablecoins, convert back to sUSDai, and redeposit, compounding your yield exposure. See loops.gpu.credit for current APYs across available strategies.
* **Earn Allo Points:** All sUSDai activity earns Allo Season 2 points. Multipliers vary by protocol and strategy.

### CHIP

CHIP is the governance token of the [USD.AI](http://usd.ai) protocol. CHIP holders vote on the parameters that determine sUSDai yield and borrower rates and loan terms: hardware approval criteria, interest rate ranges, and overall protocol requirements.&#x20;

The yield sUSDai holders earn is a direct output of decisions made through CHIP governance.

### Getting Started

New to the protocol? The sections below walk through each asset and how to use them:

* [USDai](/depositor/usdai) — how to mint, redeem, and use the base stablecoin
* [sUSDai](/depositor/susdai) — how to stake, yield ranges, and DeFi composability
* [CHIP](/governance/chip) — governance, staking, and the Allo Points program


# USDai

**USDai** is the primary synthetic dollar of the USD.AI ecosystem. It's designed to function as a highly liquid, 1:1 USD-pegged asset that serves as the "base layer" for onchain financing.

While the broader protocol enables the tokenization and financing of AI infrastructure (GPUs), **USDai** itself remains a pure stablecoin. It is built for maximum composability across DeFi protocols, providing a stable medium of exchange without the volatility or hardware-linked risks associated with yield-bearing derivatives.

### Collateral & Backing

USDai is fully backed by highly-liquid treasuries, cash, and other cash-like instruments. Currently USDai is 100% backed by PayPal's PYUSD stablecoin.&#x20;

{% hint style="info" %}
**USDai** carries no exposure to GPUs or any loans originated by the protocol. It is strictly isolated from GPU depreciation, AI infrastructure credit risk, or hardware performance. These variables are contained exclusively within the **sUSDai** (Staked USDai) token.
{% endhint %}

**USDai** is backed by a regulated stablecoin (PYUSD), the protocol supply is verifiable on-chain at all times. Minting is programmatically restricted; tokens can only enter circulation when the equivalent PYUSD is locked in the protocol.

### Minting and Redemption

In Q2 2026, USD.AI will [transition to a Whitelisted Market Model](https://usd.ai/insights/usdai-mint-redeem-upgrade) for direct protocol interactions. This structure prioritizes security and institutional compliance.

Direct minting and redemption at the smart contract level are restricted to:

* **Authorized Market Makers:** KYC-verified partners who manage primary liquidity.
* **Institutional Depositors:** Large-scale participants who have cleared the USD.AI Foundation’s compliance onboarding.

#### Why Whitelisting?

**Compliance**: Direct counterparty relationships ensure strict source-of-funds clarity for institutional partners.

**Security**: Restricting contract-level minting to verified entities effectively closes the attack surface for "infinite mint" and other common DeFi protocol exploits.

#### Market Access & Liquidity

USDai remains a permissionless asset. Any wallet can hold, transfer, stake, and unstake USDai without restriction. Secondary market access through DEXs and CEXs is unaffected. Staking USDai for sUSDai on app.usd.ai, QEV redemptions, Pendle integrations, and bridging all continue to work exactly as before.

For non-whitelisted participants: acquire USDai on a DEX or CEX, then stake on app.usd.ai to receive sUSDai and begin earning yield.

To support secondary market liquidity for USDai, $5M from Permian Labs (developer of USD.AI) will be used to seed a USDC-USDai liquidity pool on Arbitrum at launch as an interim measure, the pool will transition to protocol owned liquidity over time.

Unlike other stablecoin structures, USDai has no private key minting. Every unit is fully backed 1:1 by PYUSD.


# sUSDai

**sUSDai** is the yield-bearing token of the USD.AI protocol.&#x20;

{% hint style="warning" %}
**sUSDai** is not a stablecoin. It is not instantly redeemable at par value. It represents a claim on underlying assets that include illiquid GPU-collateralized loans, and redemptions are subject to epoch-based timing constraints.
{% endhint %}

### Token Mechanics

**USDai** is staked to mint **sUSDai,** which captures yield from the underlying protocol activities in the exchange ratio between USDai and sUSDai . This appreciation mechanism means that **sUSDai** is not pegged 1:1 to any other asset.

#### **Conversion Rate Formula:**

The amount of **sUSDai** received from staking is determined by the current conversion ratio.

> sUSDai received = USDai deposited × (Total sUSDai Supply / Total USDai in Vault)

The amount of **USDai** received from unstaking:

> USDai received = sUSDai redeemed × (Total USDai in Vault / Total sUSDai Supply)

At protocol launch, the conversion rate was 1:1. Staking 100 USDai minted 100 **sUSDai**. As yield accumulates in the vault, the conversion rate shifts. If the vault holds 110 **USDai** backing 100 **sUSDai**, the rate becomes 1.10 **USDai** per **sUSDai**. Staking an additional 100 **USDai** would mint yield approximately 90.9 **sUSDai**.

#### Exchange Ratio

**sUSDai** employs a rebasing-by-price model rather than a rebasing-by-supply model. The number of **sUSDai** tokens a holder owns does not change; instead, each **sUSDai** token becomes redeemable for an increasing amount of **USDai** as yield accrues.&#x20;

### Yield Generation

Yield accrues continuously as:

* Interest payments are received from active AI infrastructure loans
* Idle capital generates returns from Treasury Bill allocations

Capital inflows, or borrower ordinary-course payments, are routed automatically and programatically:

1. Borrowers make payment into the relevant wallet. The protocol recognizes that as a loan payment.
2. Capital follows the defualt Loan Router waterfall distributions.
3. Relevant yield is attributed to the Participation NFT and overall NAV is updated.

Further detail can be found in the Technical Protocol Overview.

#### GPU-Collateralized Loans

The USD.AI protocol generates yield primarily through asset backed, secured loans to AI infrastructure operators, typically data center operators acquiring GPU hardware. These loans are structured as follows:

* **Collateral:** Physical GPU hardware (NVIDIA B300, B200, H200, RTX Pro 6000, and other enterprise-grade high performance computing hardware)
* **Borrowers:** Data center operators, cloud compute providers, and AI infrastructure companies
* **Loan Purpose:** Hardware acquisition financing, analogous to equipment financing or secured asset-based lending
* **Interest Rates:** Variable based on LTV and offtake type, ranging from 7-15% APR

The loans function similarly to traditional equipment financing or mortgage structures, borrowers make periodic payments covering principal and interest, with the underlying hardware serving as collateral.

#### Secondary Source: Treasury Bill Floor

Capital not actively deployed in GPU loans is allocated to short-term U.S. Treasury Bills. This creates a yield floor for idle capital, minimizing any cash drag caused by timing gaps between deposit / staking events and loan originations.&#x20;

The T-Bill allocation serves two purposes:

1. Yield continuity: Depositors earn baseline returns regardless of loan deployment timing
2. Liquidity buffer: T-Bill positions can be liquidated to service redemptions without forcing premature loan terminations

### sUSDai Redemption Mechanics

Redemptions operate on a global 30-day epoch cycle. This is a protocol-wide timer, not a per-user countdown. Current withdrawal mechanics use a FIFO queue, with plans to transition to [QEV](/depositor/susdai/queue-extractable-value) in the future.&#x20;

**Timeline within each epoch:**

| Period               | Action                                                                    |
| -------------------- | ------------------------------------------------------------------------- |
| Day 1–29             | Users may queue unstake requests at any time                              |
| Day 29 (cutoff)      | Queue closes; no new requests accepted for current epoch                  |
| Day 30 (epoch close) | Protocol processes queued redemptions from available cash, USDai returned |

#### Queue Processing: FIFO with Cash Constraints

At epoch close, redemptions are processed as follows:<br>

1. **Available USDai is calculated:** This is **USDai** held in the vault that is not actively deployed in loans or reserved for imminent loan funding
2. **Queue is processed FIFO:** Redemption requests are serviced in the order they were submitted (first-in, first-out)
3. **Full USDai release:** The protocol releases all available free **USDai** to service the queue. There is no throttling or partial release mechanism
4. **Scenario A—Sufficient USDai:** If available **USDai** covers all queued redemptions, every request in the queue is fulfilled in full
5. **Scenario B—Insufficient USDai:** If available **USDai** is insufficient to cover all queued redemptions:
   1. Requests are fulfilled FIFO until **USDai** is exhausted
   2. Partially fulfilled requests receive their partial amount; the remainder carries forward
   3. Unfulfilled requests carry to the next 30-day epoch
   4. No priority is given except queue position

#### Critical Constraints

The protocol does not prematurely terminate or liquidate active GPU loans to satisfy redemptions. Loans run to maturity or scheduled paydown. This means:

* During periods of high utilization (most capital deployed in loans), available cash may be limited
* Redemption queues may extend across multiple epochs during high-utilization periods
* Users cannot force immediate liquidity from the protocol

#### QEV

A Queued Redemption Engine with auction-based priority (see: [QEV](/depositor/susdai/queue-extractable-value)) is planned but not yet implemented as of April 2026. QEV will allow users to bid for priority in the redemption queue, providing a mechanism for time-sensitive exits at a cost. Implementation timeline and specifications are not finalized.

<br>


# Queue Extractable Value

Queue Extractable Value is a novel DeFi Primitive for Long-Dated Redemptions and Low-Liquidity Collateral

## Introduction to Queue Extractable Value (QEV)

QEV is a DeFi primitive designed to address liquidity challenges associated with long-dated redemptions and low-liquidity collateral within the USD.AI protocol. By introducing a market-driven mechanism for pricing and sequencing redemptions, QEV enables depositors to access liquidity more efficiently while mitigating the risks of illiquid assets and extended lockup periods. This section provides an in-depth explanation of QEV’s purpose, mechanics, and implementation within USD.AI, focusing on its role in optimizing capital efficiency for amortizing assets such as high performance compute hardware loans.

## Motivation and Background

In traditional DeFi systems, liquidity is often assumed to be readily available through automated market makers (AMMs) or secondary markets. However, assets with long maturities or low liquidity —such as tokenized real-world assets (RWAs) or fixed-income instruments — present unique challenges. Rigid redemption mechanisms can lead to liquidity mismatches, forcing participants into disorderly exits via secondary markets at steep discounts, as observed in events like the [USDO++ depeg](https://leviathannews.substack.com/p/collateral-damage-usd0-depeg-leaves?r=1yj9r\&utm_campaign=post\&utm_medium=email\&triedRedirect=true). These mismatches echo historical financial crises, such as the 2023 regional banking crisis, where liquidity constraints, rather than asset quality, precipitated systemic instability.

The USD.AI protocol addresses these issues by integrating QEV as a core mechanism to dynamically price liquidity and manage redemption queues. QEV is inspired by Flashbots’ MEV-Boost (or proposer-builder separation) design. Just as Flashbots abstracted away MEV extraction from miners and validators by introducing a structured market for transaction inclusion, QEV applies the same principle to redemption sequencing in loan repayments for amortizing assets.

Instead of treating liquidity constraints as a passive problem, QEV pre-solves the issue by embedding an auction-based prioritization mechanism directly into the system at launch, integrating it seamlessly into the cash flow & loan repayment stream. A transparent and demand-driven market determines queue positioning, preventing opaque or unfair liquidity bottlenecks.

Passive stakers also benefit, as queue priority is priced into an open auction model rather than being dictated by rigid withdrawal rules. This makes liquidity access more flexible and market-efficient, while still maintaining predictable “amortization” epoch schedules.

By defining Queue Extractable Value as an expected problem to solve for, QEV aligns liquidity optimization with the native constraints of long-maturity/amortizing assets, ensuring structured, scalable and frictionless capital deployment & withdrawal.

## Mechanism Design

### Amortization as "block production"

<figure><img src="/files/xODpZ8Utucujar4K5oR2" alt=""><figcaption></figcaption></figure>

QEV relies on a structured liquidity scheduling system for yield-bearing assets with predefined repayment cycles, operating in a synchronous manner similar to how blockchains process transactions at each block. Liquidity is released in scheduled increments, ensuring controlled capital flow and sustainable redemptions. This structured unlocking follows predefined amortization schedules, providing a predictable framework for liquidity distribution, ensuring:

* Predictable liquidity distribution, preventing sudden supply shocks.
* Queue-based sequencing, similar to epoch-based unlocking in PoS staking systems.
* Capital commitment enforcement, reducing speculative volatility and premature exits

Amortization is a result of various protocol mechanics to empower the borrower while protecting the lender, but there are two mechanisms that enable the situation:

1. **Lumping streaming yield distributions from long-dated yields (T-bills, veCRV, etc)**: primarily relates to riskless yield assets like T-bills or zero-coupon loans or any naturally yield streaming asset.
2. **Principal repayment (all other loans)**: representing the majority of “RWA” loans, these loans naturally amortize through monthly repayments. USD.AI has monthly rollovers of 30-day zero-coupon loans to mimic a “perpetual fixed income loan” but with loan amortization increasing the size of the cash-up events / size of each auction.

{% hint style="info" %}
**Synchronous blind bid auction maturity + asynchronous borrow repayments**

Given the asynchronous nature of borrower/lender liquidity patterns, QEV is synchronized to every 30 days to sum all the distributions until the next auction as there is clear visibility on repayment patterns every forward 30 days:

*Example of auctions given repayment visibility:*

Jan 1: First auction for ($250 liquidity)

Jan 2: Borrower A repays $100 (last) +

Jan 4: Borrower C starts new loan

Jan 15: Borrower B repays $150

Feb 1: Second auction ($170 liquidity)

Feb 4: Borrower C repays $20 (first) +

Feb 15: Borrower B repays $150
{% endhint %}

### The Redemption Queue as a Market

<figure><img src="/files/kMgIw0qudgkfDRYAUt1D" alt=""><figcaption></figcaption></figure>

Each epoch presents a limited supply of liquidity for redemption. As demand for exits fluctuates, a natural competition for queue positioning emerges. Instead of an inefficient first-come-first-served system, QEV structures priority access based on market-driven pricing.

* Queue positions become market-based mechanism, allowing users to bid for faster redemptions.
* A secondary market for liquidity sequencing ensures fair, transparent capital allocation.
* Demand-based pricing for redemptions optimizes efficiency in amortizing asset withdrawals.
* If no one bids, the queue enters into a FIFO distribution should anyone enter redeem. If no one redeems, all proceeds are rolled over to potentially new loans or stay in T-bills (”basic redemption / reinvests”).

### QEV zkAuctions: Market-Driven Liquidity Unlocks

Rather than rigid queue lockups, QEV enables structured priority bidding through epoch-based auctions.

1. Stakers enter a redemption queue, receiving amortized liquidity over time.
2. Users bid for priority access to unlock liquidity faster.
   * Bids scale queue movement proportionally, avoiding all-or-nothing distribution situations.
   * Passive stakers receive rewards through bribe redistribution.
   * All bids are done privately via zero-knowledge proofs to avoid MEV for QEV scenarios (last block bids)
3. Winning bidders move up in the queue, while non-bidders remain in amortized scheduling.

### QEV-Boost & QEV-smoothening: Structured Liquidity Optimization

Queue extractable value is inspired by Flashbots' approach to Miner Extractable Value (MEV), particularly the way MEV-Boost and smoothing mechanisms optimize transaction inclusion. Just as Flashbots introduced structured auction markets for MEV extraction, QEV brings a similar structured approach to redemption sequencing in long-dated assets.

#### **QEV-Boost vs. MEV-Boost** (aka. Blind Bid Auction)

* **MEV-Boost (Flashbots):** Enables market-driven block building, where validators can extract MEV while optimizing inclusion fairness.
* **QEV-Boost (USD.AI):** Enables market-driven redemption sequencing, allowing users to bid for priority in liquidity exits.

#### **QEV-Smoothing vs. MEV-Smoothing (aka. whale mgmt)**

* **MEV-Smoothing (Flashbots):** Distributes extracted MEV across validators to prevent centralization and unfair advantages.
* **QEV-Smoothing (USD.AI):** Redistributes liquidity access based on bids to prevent whale dominance, ensuring fair allocation.

By applying the structured auction principles of MEV-Boost, QEV ensures that liquidity allocation in long-dated assets follows an open, transparent market process rather than arbitrary or rigid redemption rules.

QEV-smoothening is solve through **Allocated Liquidity**: the portion of available liquidity (Δ₁) distributed to depositors based on their bid strength relative to total bids.

$$
\text{Allocated Liquidity} = \left( \frac{\text{Absolute Bid}}{\sum \text{Absolute Bids}} \right) \times \Delta\_1
$$

{% hint style="info" %}
**\[NOTE]** This formula may be subject to governance updates as depositor and borrower behaviors evolve. All formulas involve trade-offs between:

• Managing small vs. large depositor interests.

• Ensuring borrowers’ liquidity needs align with depositor expectations.

The smart contracts are modular and allow onchain formula swapping via droplets, ensuring governance can optimize liquidity dynamics over time.
{% endhint %}

To prevent inefficiencies, QEV-Boost introduces an optimized auction layer for queue positioning:

* Private matching: Ensures fair, efficient queue bidding execution.
  * Given the privacy, bidders can bid at anytime for the full 30 days leading up to the next auction. The only data visibility will be the # of bidding participants relative to the # of total depositors.
* Proportional Queue Movement: Adjusts positions dynamically rather than granting full priority to the highest bidder.
* Protocol yield source: The protocol earns from these “queue bribes” or auction bids, while reducing forced early exits and volatility.

### Example Scenarios

The following two diagrams are illustrations of redemption queue processes with Alice, Bob and Charlie with different deposit values & different bids. Once their priority is placed, their redemption values are calculated in proportion to their priority through the smoothening formula.

What if someone doesn’t bid into their redemption request, while other participants have? If a depositor bids 0, their absolute bid is 0, meaning:

$$
\frac{0}{\sum \text{Absolute Bids}} \times \Delta\_1 = 0
$$

Here are two different amortization scenarios with different liquidity totals ($100k vs $250k) but the same deposit values ($950k TVL):

* Example 1 (Δ = $100,000):The largest depositor (Alice) minimally participates with a very low value bid.
* Example 2 (Δ = $250,000): The largest depositor (Alice) bids the highest absolute bid.

<figure><img src="/files/syjm4Bs620JOksJy9X03" alt=""><figcaption></figcaption></figure>

<figure><img src="/files/eVySPPY8zF0yzCQtgcZD" alt=""><figcaption></figcaption></figure>

**Example 1 (Δ = $100,000)**

| Depositor | Total Deposit | Absolute Bid ($) | Allocated Liquidity ($) | % of Total Liquidity Won | Original bps | Relative bps |
| --------- | ------------- | ---------------- | ----------------------- | ------------------------ | ------------ | ------------ |
| Alice     | $750,000      | $75              | $5,660.38               | 5.66%                    | 1            | 7.5          |
| Bob       | $50,000       | $125             | $9,433.96               | 9.43%                    | 25           | 12.5         |
| Charlie   | $150,000      | $1,125           | $84,905.66              | 84.91%                   | 75           | 112.5        |

**Example 2 (Δ = $250,000)**

| Depositor | Total Deposit | Absolute Bid ($) | Allocated Liquidity ($) | % of Total Liquidity Won | Original bps | Relative bps |
| --------- | ------------- | ---------------- | ----------------------- | ------------------------ | ------------ | ------------ |
| Alice     | $750,000      | $6,000           | $234,375                | 93.75%                   | 80           | 240          |
| Bob       | $50,000       | $250             | $9,765.63               | 3.91%                    | 50           | 10           |
| Charlie   | $150,000      | $150             | $5,859.38               | 2.34%                    | 10           | 6            |

### **Economic Implications**

#### Market-Driven Queue Optimization

By transforming queue sequencing into a liquidity market, QEV unlocks new financial primitives:

* Liquidity as a tradable asset → Queue positions can be priced, exchanged and eventually tokenized
* Dynamic pricing of redemption slots → Demand-sensitive capital allocation
* Arbitrage opportunities for strategic bidders → Optimized exit strategies create new yield mechanics

#### **Stability & Peg Enforcement**

While QEV is not designed for assets, such as a traditional stablecoin (backed by fully liquid assets), it can calibrate low-liquidity repayment schedules into a 1:1 liquid asset that enables re-pegging via market-based mechanisms that monetize redemption traffic (hence “synthetic dollar”).

Structured amortization schedules & queue sequencing improve liquidity stability:

* Prevents mass liquidity shocks.
* Reduces volatility in redemption pricing.
* Minimizes systemic risk from capital flight.

In addition to instant auctions, collateral guarantees and token + cash insurance fund, QEV will be the core dampener of volatility for USD.AI depegging.

#### **Digesting data for rapid decision making**

The user interface will be similar to gas costs exposed in the UI in EVM wallets, including data streams of previous performances such as “QEV gas” UI charts over time.

A simple 3-tiered module could appear as:

| **Buttons**                          | **Suggested BPS Range** | **Expected Liquidity Wait Time** | **Chance of Winning Liquidity** | **Best for**                         |
| ------------------------------------ | ----------------------- | -------------------------------- | ------------------------------- | ------------------------------------ |
| **🐢 Low BPS (Slow Redemption)**     | 0-10 bps                | 2-5 epochs (longest wait)        | Low (\~25%)                     | Passive long-term lenders            |
| **🦊 Mid BPS (Balanced Redemption)** | 10-50 bps               | 1-2 epochs (moderate wait)       | Moderate (\~60%)                | Balanced risk-tolerant lenders       |
| **🦍 High BPS (Instant Redemption)** | 50-100+ bps             | Same epoch (immediate)           | High (\~95%)                    | Whales & immediate liquidity seekers |

## **Summary**

Queue Extractable Value (QEV) represents a necessary evolution in DeFi liquidity design. It treats redemption liquidity as an auction-based resource rather than a fixed discount function, ensuring that exits are dynamically priced according to real-time liquidity availability. Instead of relying on reactive interventions, QEV enables liquidity providers to be compensated based on queue depth, automatically adjusting incentives in response to redemption demand. This prevents reflexive depegging, ensures fair pricing, and eliminates the need for unsustainable liquidity incentives. Unlike utilization-based models, which work for short-term money markets but fail for fixed-duration assets, QEV directly prices liquidity at the protocol level, making redemptions predictable, fair, and resistant to shock events.

If low-liquidity crypto assets were to scale into DeFi capital markets & form factors, they must move beyond static liquidity assumptions and adopt market-driven mechanisms that dynamically price exit liquidity under all conditions.


# FAQ


# USDai & sUSDai 101

Questions about USDai and sUSDai, their differences, and how to mint, redeem, or swap them in the app.

### USDai and sUSDai

<details>

<summary>What is USDai and sUSDai? What’s the difference?</summary>

**USDai** is a synthetic dollar token backed by short dated Treasury bills, cash and cash equivalents. **sUSDai** is the staked, yield-bearing version of USDai. Staking USDai mints sUSDai, which accrues yield represented through the exchange ratio between USDai and sUSDai.

* **USDai** = liquid, non-yielding, eligible for rewards
* **sUSDai** = staked, yield-bearing, withdrawable after an unstaking period, eligible for rewards

</details>

<details>

<summary>How do I get USDai or sUSDai?</summary>

* **USDai** can be minted on the USD.AI app at <https://app.usd.ai/buy>.
* **sUSDai** can be obtained by staking existing USDai at <https://app.usd.ai/buy> or buy direct via stables (contract will stake it for you) at <https://app.usd.ai/?tab=allo&alignment=airdrop&strategy=basic>.

</details>

<details>

<summary>What does it mean to redeem USDai?</summary>

Redeeming means burning USDai directly via the protocol’s smart contracts to withdraw stablecoin (e.g., PYUSD). This is the protocol-native exit path and provides near-instant conversion with no exchange rate impact.

You can redeem USDai at <https://app.usd.ai/redeem>

</details>

<details>

<summary>What does it mean to swap USDai?</summary>

Swapping USDai means exchanging it for another token (e.g., USDC or USDT) via a liquidity pool on a DEX. This provides near-instant conversion, but the rate depends on current market conditions and pool liquidity.

</details>

<details>

<summary>What are the token contracts?</summary>

* USDai: 0x0A1a1A107E45b7Ced86833863f482BC5f4ed82EF
* sUSDai: 0x0B2b2B2076d95dda7817e785989fE353fe955ef9\
  View

View on browser:

* [Arbitrum USDai](https://arbiscan.io/token/0x0A1a1A107E45b7Ced86833863f482BC5f4ed82EF)
* [Plasma USDai](https://plasmascan.to/token/0x0A1a1A107E45b7Ced86833863f482BC5f4ed82EF?type=erc20\&chainid=9745)
* [Base USDai](https://basescan.org/token/0x0A1a1A107E45b7Ced86833863f482BC5f4ed82EF)
* [Arbitrum sUSDai](https://arbiscan.io/token/0x0B2b2B2076d95dda7817e785989fE353fe955ef9)
* [Plasma sUSDai](https://plasmascan.to/token/0x0B2b2B2076d95dda7817e785989fE353fe955ef9?type=erc20\&chainid=9745)
* [Base sUSDai](https://basescan.org/token/0x0B2b2B2076d95dda7817e785989fE353fe955ef9)

</details>

<details>

<summary>Where can I buy USDai/sUSDai?</summary>

[app.usd.ai](https://app.usd.ai)

</details>

<details>

<summary>What happens if my wallet is hacked or compromised? Can the team stop or reverse it?</summary>

No. The protocol cannot pause, freeze, reverse, or redirect funds for individual wallets. All contracts execute strictly based on **current on-chain ownership and predefined rules**, and do not distinguish between an original user and a new holder. This means the team cannot intervene in cases of lost keys, compromised wallets, or unauthorized transfers.

</details>

<details>

<summary>Where does USD.AI’s yield come from?</summary>

USD.AI's yield comes from GPU backed loans and Treasury bills.

</details>

***

### Unstaking & Withdrawals

<details>

<summary>How do I unstake sUSDai?</summary>

1. Navigate to <https://app.usd.ai/unstake> on the USD.AI app
2. Your request enters the redemption queue.
3. Redemptions are **automatically processed on fixed dates that occur every 30 days.**
4. When the window executes, go to **Pending Transactions** and click **Withdraw** to receive your USDai + accrued yield.

Upcoming redemption dates are displayed in the app.

</details>

<details>

<summary>How long is the unstaking period?</summary>

Redemptions are processed in **fixed windows every 30 days**, so your actual wait time will depend on when you submit your request relative to the next window.

</details>

<details>

<summary>Why is the unstaking period variable?</summary>

USD.AI batches redemptions every 30 days.

* If you unstake 1 day before the redemption window, your redemption will be available in 1 day.
* If you unstake 15 days before the redemption window, your redemption will be available in 15 days.&#x20;

In all cases, redemptions are subject to redemption liquidity.

</details>

<details>

<summary>Is there a withdrawal queue? Where does instant liquidity come from?</summary>

Yes, there is a defined redemption mechanism with:\
• A limited instant liquidity buffer (visible on-chain)\
• Additional redemptions handled via the protocol’s standard redemption flow

The instant liquidity is pre-funded protocol liquidity.

</details>

<details>

<summary>How does USDai redemption actually work?</summary>

Redemption is governed entirely by on-chain contracts with predefined rules. There is no discretionary approval, no manual intervention, and no ability for the team to selectively process or block redemptions. If redemption conditions are met, the transaction is processed.

</details>


# TVL, Liquidity & Bridging

Questions about liquidity, TVL changes, and moving assets across chains.

<details>

<summary>Why are there fluctuations in USD.AI TVL?</summary>

USDai and sUSDai holders can mint and redeem at will.

</details>

<details>

<summary>What is the best bridge to move USDai or sUSDai between chains?</summary>

The official bridge is available directly on the USD.AI app:  <https://app.usd.ai/bridge>&#x20;

<figure><img src="/files/Myjl4ZCekDcifoKB8Qy7" alt=""><figcaption></figcaption></figure>

</details>


# Allo Points & Alignment

Questions about Allo Points, multipliers, and alignment.

### Allo™ Points

<details>

<summary>What is Allo™?</summary>

Allo™ is USD.AI’s rewards system designed to reward ecosystem participation. Read more about it on the ICO [blog post.](https://usd.ai/stories)\
\
Allo™ is represented visually by this logo: <img src="/files/eNLTJLhme9GuRfFtO0OR" alt="" data-size="line">

</details>

<details>

<summary>How can I earn Allo™?</summary>

You can earn Allo™ by participating in the USD.AI ecosystem through:

* Buy and hold USDai or sUSDai
* Stake USDai
* Provide liquidity (LP)
* Participate in DeFi integrations
* Refer others using your unique link (you earn 10% of the Allo™ they generate from eligible actions)

Check out the [Allo sheets](https://docs.google.com/spreadsheets/d/1lI8-9RrVP-FcmlUytJG1x8yIg-9IZMn1b_t9PqRAzGQ/edit?gid=1294412414#gid=1294412414) for more details.

</details>

<details>

<summary>What actions qualify for Allo™?</summary>

Check the [Allo Sheets](https://docs.google.com/spreadsheets/d/1lI8-9RrVP-FcmlUytJG1x8yIg-9IZMn1b_t9PqRAzGQ/edit?gid=1294412414#gid=1294412414) for a full list of eligible activities.

Bonus multipliers may apply during special campaigns or promotions.

</details>

<details>

<summary>How often do Allo Points update?</summary>

Points update every \~1 hour. Any change in holdings is reflected in the next cycle.

</details>

<details>

<summary>If I transfer tokens to a new wallet, will points start accumulating in the new one?</summary>

Yes, but only on the next 1h update cycle. The old wallet stops earning and the new wallet starts earning.

</details>

<details>

<summary>How do multipliers work when I lock or transfer locked-YTs among different wallets?</summary>

There are two factors that determine a user's Allo Rate (or multiplier) for locked-YTs

1. **Rate Decay** - Locked YT Allo Rates decrease over time, so every deposit will use the current multiplier, which you can find at <https://app.usd.ai/?strategy=lock>&#x20;
2. **Blended Rate** - Every deposit is then blended as a weighted average (based on Amount and Rate), which yields the overall multiplier for a specific user

Multipliers are applied at the **wallet level**, not per individual locked YT, so once a wallet has locked-YTs at different multipliers, the wallet uses a **blended multiplier** as the user's Rate.

#### **Scenario 1: Locking YTs at different times in the same wallet**

{% hint style="info" %}
Once multipliers are blended in a wallet, **they stay blended**.
{% endhint %}

**Example:**

* You lock **500k YTs at 22×** in Wallet A
* Later, you lock another **500k YTs at 20×** in the same wallet

**Result:** Wallet A’s multiplier becomes **21×**

***

#### **Scenario 2: Transferring locked YTs to a wallet with no locked YTs**

* The **receiving wallet** applies the **current multiplier** at the time of transfer
* The **sending wallet** keeps its original multiplier based on what remains

***

#### **Scenario 3: Transferring locked YTs to a wallet that already has locked YTs**

* The receiving wallet **blends**:
  * its existing locked YTs
  * the transferred locked YTs at the **current multiplier**

The wallet’s multiplier is recalculated as a **weighted average**, and once blended, **it does not revert**.

</details>

<details>

<summary>Can I move USDai to another wallet but keep points in the original?</summary>

Points earned stay in the original wallet and cannot be transferred. If you move USDai then the new wallet will start earning from that point forward.

</details>

<details>

<summary>Why are Allo multipliers changing?</summary>

Multipliers are adjusted for a variety of reasons (i.e. direct liquidity where it’s needed). These changes are always announced publicly ahead of time, and are always visible on the [Allo Sheet](https://docs.google.com/spreadsheets/d/1lI8-9RrVP-FcmlUytJG1x8yIg-9IZMn1b_t9PqRAzGQ/edit?gid=1294412414#gid=1294412414) for the latest multipliers.

</details>

<details>

<summary>I can't see my tokens in my wallet, what do I do?</summary>

You will need to add a custom token, which differs for each wallet and add the contract address for the token you would like to add. You can find all of the relevant contract addresses [here](https://docs.google.com/spreadsheets/d/1lI8-9RrVP-FcmlUytJG1x8yIg-9IZMn1b_t9PqRAzGQ/edit?gid=1294412414#gid=1294412414) in the `Contract` column.

</details>

<details>

<summary>Do I earn yield and Allo Points during the unstaking period?</summary>

**Yield:** Yes. Your sUSDai continues to earn yield **until the scheduled unstaking date**. Can check here: <https://app.usd.ai/unstake>.

**Allo Points:** **No.** Allo Points **stop accruing** once you **submit an unstaking request.**

</details>

<details>

<summary>Are Allo points wallet-based or email-based?</summary>

Allo points and alignment are wallet-based. Emails are only used for UI or communication purposes and have no bearing on allocation, eligibility, or alignment.

</details>


# Pendle (Yield, YT, Locks)

Questions about YTs, Lock YTs, and how yield and pricing behave.

### Yield & YT Basics

<details>

<summary>Does USDai earn yield?</summary>

**No.** USDai is not a yield-bearing token. However, it earns Allo™ and other partner incentives through ecosystem activity and participation.

</details>

<details>

<summary>What yield does sUSDai earn?</summary>

sUSDai earns yield from GPU-backed loans and Treasury bills.&#x20;

</details>

<details>

<summary>How is the yield delivered when holding sUSDai?</summary>

Yield accrues to via the exchange ratio between sUSDai and USDai. &#x20;

</details>

<details>

<summary>Why does APR for YT positions look “inflated,” especially near maturity?</summary>

APR shown on Pendle and dashboards rises as maturity approaches because YT value trends toward 0. This makes any remaining rewards divided by a very small denominator → APR spikes.

“The closer to maturity, the higher the APR displayed will be pretty meaningless. What matters is IY(Implied Yield), true economic cost of entering YT.”

</details>

<details>

<summary>Why is Pendle APY different from the APY shown on USD.AI’s dashboard?</summary>

Pendle uses a backward-looking formula based on realized yield over a sample period. USD.AI’s dashboard APY shows real-time yield, not historical averages.

Thus, the numbers will always differ.

</details>

<details>

<summary>What is the correct way to calculate “earnings” from YT?</summary>

APR should be calculated as: **APR = rewards / YT notional (the yield you're entitled to).**

If you divide by the market price, APR looks unrealistically high, especially near maturity, because YT prices naturally fall toward zero.

</details>

<details>

<summary>Do YTs for USDai go to zero at maturity?</summary>

**Yes. YT goes to zero at maturity.**\
YT only gives you the right to earn yield **until** the maturity date.\
Once that date arrives, there is **no more future yield to claim**, so the YT has no remaining value.

</details>

<details>

<summary>Does <a href="https://usd.ai/stories/pyusd-paypal-usdai-integration">PayPal’s 4.5% incentive</a> apply to PT holders?</summary>

Not directly. PayPal’s 4.5% incentive is applied at the **protocol level**, not paid out separately to PT holders. As incentives contribute to the protocol’s overall yield, they are **gradually reflected in the implied APY and PT pricing through the market**, rather than being distributed as a standalone reward to PT holders.

</details>

***

### Locked YTs

<details>

<summary>Does locking YT earn Pendle-side APY or USDai-side APY?</summary>

YT earns Pendle yield, not USDai dashboard yield.\
YT ≠ holding USDai or sUSDai, so holders benefit from Pendle yield mechanics.

</details>

<details>

<summary>Where/How do I claim yield from my locked YT?</summary>

You don’t need to claim it manually.\
Yield from locked YT is **automatically distributed to lockers in batches (about every 20 days)**. When a distribution happens, the rewards are sent to your wallet.

</details>

<details>

<summary>If I lock my YT USDai from Pendle into the USDAI Lock YT program, do I still receive Pendle yield?</summary>

Once you lock your YT into the USDai **Lock YT program**, you **stop receiving any yield on Pendle**.

All yield from your locked YT is instead **accumulated inside the USD.AI's Lock YT contract** and then **automatically distributed** to your wallet.

Distributions happen in **batches roughly every 20 days**, and the yield is **sent directly to your wallet—no manual claiming needed**.

</details>

<details>

<summary>How do multipliers work when I lock or transfer YTs among different wallets?</summary>

There are two factors that determine a user's Allo Rate (or multiplier) for locked-YTs

1. **Rate Decay** - Locked YT Allo Rates decrease over time, so every deposit will use the current multiplier, which you can find at <https://app.usd.ai/?strategy=lock>&#x20;
2. **Blended Rate** - Every deposit is then blended as a weighted average (based on Amount and Rate), which yields the overall multiplier for a specific user

Multipliers are applied at the **wallet level**, not per individual locked YT, so once a wallet has locked-YTs at different multipliers, the wallet uses a **blended multiplier** as the user's Rate.

#### **Scenario 1: Locking YTs at different times in the same wallet**

{% hint style="info" %}
Once multipliers are blended in a wallet, **they stay blended**.
{% endhint %}

**Example:**

* You lock **500k YTs at 22×** in Wallet A
* Later, you lock another **500k YTs at 20×** in the same wallet

**Result:** Wallet A’s multiplier becomes **21×**

***

#### **Scenario 2: Transferring locked YTs to a wallet with no locked YTs**

* The **receiving wallet** applies the **current multiplier** at the time of transfer
* The **sending wallet** keeps its original multiplier based on what remains

***

#### **Scenario 3: Transferring locked YTs to a wallet that already has locked YTs**

* The receiving wallet **blends**:
  * its existing locked YTs
  * the transferred locked YTs at the **current multiplier**

The wallet’s multiplier is recalculated as a **weighted average**, and once blended, **it does not revert**.

</details>

<details>

<summary>How yield was calculated?/Is the yield amount correct? I think I received less than expected.</summary>

{% hint style="info" %}

* **Yield / APY is NOT fixed.** The displayed APY is an estimate and can change over time depending on yield conditions and when rewards are claimed.
* **Allo™ rate IS locked per deposit**. Once you lock YTs, your Allo™ earning rate is fixed for that deposit and does not change.
  {% endhint %}

Yield is not calculated using a fixed APY or a simple deposit × days formula. Instead:&#x20;

* Yield was claimed on-chain at a specific block&#x20;
* Rewards were distributed pro-rata based on time-weighted locked YT ownership&#x20;

From deposit start to the claim block, every minute you held locked YTs counted equally toward your share of total yield. For example:&#x20;

*1 locked YT for 20 days = 20 locked YTs for 1 day*

Because yield rates fluctuate and rewards are claimed at a specific point in time, the effective APY you experience may differ from what you initially saw.

Additionally, 5% of yield / points from Pendle YT markets go to the Pendle Treasury, which is standard across all Pendle markets.

If this still doesn’t explain your payout, please open a support ticket via @usdai\_support\_bot for individual review.

</details>


# GPU Loans

Questions about USD.AI's GPU financing service, how they work, and how they generate yield.

<details>

<summary>How many loans are live?</summary>

You can check can the status of all the loans on the “Reserves” page of the USD.AI app [https://app.usd.ai/reserves ](https://app.usd.ai/reserves)

</details>

<details>

<summary>Why aren't there more loans?</summary>

The loan process can take as little as a few days or as long as a few months depending on its complexity and in these early stages, the protocol is being more prudent to ensure users and USD.AI is not negatively impacted.&#x20;

The 2 main stages of a loan are:

1. Underwriting = evaluating business, assets, legal, etc
2. Install = receiving hardware, installing, verifying

</details>

<details>

<summary>GPUs depreciate fast. How is that risk handled?</summary>

See [Risks & Mitigants](/usdai/risks-and-mitigants) section

</details>


# CHIP

CHIP is the utility and governance token of USD.AI. It coordinates the standards, risk parameters, revenue fee streams, and market plumbing that enable the standardization of GPU-backed loans, which then become liquid and continuously priced.

## Governance

CHIP Holders use CHIP to vote on the rules that determine how the protocol operates, what collateral is accepted, how loans are priced, and how the system evolves over time.

Every core parameter of the protocol is subject to CHIP governance, making token holders collectively responsible for the integrity and direction of the system.

The decisions made through CHIP governance have real consequences: they determine the quality of assets backing USDai, the rates paid by borrowers, and the long-term sustainability of the protocol.

### Collateral Standards

CHIP governance controls which assets can enter the protocol as collateral and on what terms.

Not all compute is equal collateral.

The USD.AI Protocol currently accepts only enterprise grade GPUs, specifically current-generation and second-generation hardware, as eligible collateral for loans. This is a deliberate standard: resale liquidity and established pricing make hardware the most defensible for asset-backed GPU loans.

CHIP governance controls these collateral standards and can, over time, extend eligibility to other hardware types or manufacturers if holders determine the risk parameters can be met. Every expansion of the collateral universe requires a governance vote, ensuring that any new asset class is subject to the same scrutiny applied to approved hardware today.

The collateral standards CHIP holders govern include:

* **GPU hardware eligibility:** currently spanning RTX Pro 6000, H200, B200 / B300, and GB200 / GB300 hardware. As new generations come to market, CHIP governance determines how they are onboarded.
* **Risk parameters:** including maximum loan-to-value ratios and interest rate ranges.
* **Hardware depreciation schedules:** applied when valuing collateral over the life of a loan, reflecting the real-world decline in resale value of GPU hardware.
* **Meta-governance:** for adding new collateral tiers or sunsetting existing ones, ensuring changes are deliberate, transparent, and subject to holder approval.

### Interest Rate Parameters

​The USD.AI Protocol is the reference interest rate for GPU-backed credit, an onchain benchmark that does not yet exist in traditional or decentralized finance.

Every major credit market scaled when a standard rate emerged: mortgage credit found its benchmark through standardized MBS, and corporate credit became liquid when spreads were made visible and tradable. GPU infrastructure is at that same inflection point.

CHIP holders govern the parameters that produce this rate, shaping the cost of capital for AI infrastructure and connecting borrower rates directly to the yield environment for sUSDai holders.

The interest rate parameters CHIP holders govern include:

* **​Base reference rate:** applied to GPU-backed loans, which serves as the protocol's equivalent of a policy rate - the starting point from which all loan pricing derives.
* **​Tier-specific rate adjustments:** differentiate pricing between offtake types and qualities (ie, investment grade offtake, non investment grade multi-year offtake, and on-demand spot rental).
* **​Rate adjustment mechanisms:** allow the protocol to respond to changing market conditions, including utilization-based adjustments and governance-triggered adjustments voted on by CHIP holders.

### Loan Eligibility Criteria

​CHIP governance determines which borrowers can submit collateral to the protocol for tokenization.

This is the intake gate for the system. Before any GPU asset can back USDai, it must meet criteria established through governance, criteria that define what qualifies as a USD.AI loan and who is eligible to borrow.

CHIP holders set these standards collectively, ensuring that only properly structured, creditworthy facilities enter the pool and that the protocol's underwriting standards remain consistent and defensible.

The eligibility controls CHIP holders govern include:

* **​Minimum collateral coverage requirements:** establishes the floor for how well-covered each loan must be relative to the value of the underlying hardware.
* **​Acceptable offtake contract structures:** defines minimum contract length, acceptable counterparty types, and the revenue coverage standards that make a contract sufficient to service the loan.
* **​Geographic and jurisdictional restrictions:** determine which markets the protocol accepts collateral from and which it excludes, accounting for legal enforceability, regulatory clarity, and collateral recoverability.
* **​Borrower profile criteria:** defines which categories of operators are eligible - currently neoclouds, data center operators, hyperscalers, and co-location providers with established infrastructure and revenue profiles.

### Protocol Upgrades & Integrations

​As the AI infrastructure market evolves, new hardware generations emerge, new lending markets develop, and the onchain ecosystem expands.

CHIP governance is the mechanism through which the protocol adapts, authorizing changes to its technical architecture, expanding its asset universe, and integrating with the broader DeFi ecosystem.

No material change to the protocol's infrastructure can proceed without a governance vote, ensuring that upgrades reflect the considered judgment of CHIP holders rather than unilateral decisions by any single party.

The parameters CHIP holders govern include:

* **​Smart contract upgrade approvals:** covers changes to the core protocol logic, risk engine, and any other on-chain infrastructure that governs how loans are originated, managed, and settled.
* **​Oracle and data provider approvals:** determines which price feeds and data sources the protocol relies on for collateral valuation and rate-setting, including current integrations such as Chainlink.
* **​External protocol integrations:** authorizing connections/grants/rewards with lending markets, DEX liquidity pools, and other DeFi infrastructure that extend the utility and reach of USDai and sUSDai.​

### Protocol Fee Parameters

​CHIP governance sets the fee parameters that determine how the protocol charges for its services and how those fees are directed across the system.

​Every fee surface and every routing decision is subject to a governance vote, ensuring fee structures remain transparent, adjustable, and aligned with the long-term health of the protocol.

#### Fee Surfaces Governed

The USD.AI Protocol generates fees across four surfaces, each representing a distinct point in the loan lifecycle. CHIP holders govern the rate applied at each surface:

* **​Origination fee:** charged at loan closing as a percentage of principal. This fee reflects the cost of bringing a new facility onchain and compensates the protocol for underwriting activity at the point of issuance.
* **​Net interest margin:** the spread between the rate paid by borrowers and the rate passed through to USDai depositors. Governance sets the parameters that determine how wide this spread can be and how it adjusts with market conditions.
* **​QEV fee:** applied to QEV redemptions.​

## Staking Module

​CHIP can be staked for sCHIP for supplemental functions. The staking module is the mechanism through which sCHIP holders engage directly with the protocol's operations, not as passive holders, but as active participants with defined responsibilities and corresponding access to protocol activity.

### How Staking Works

Staking CHIP begins by depositing tokens into the staking module smart contract. Depositors receive sCHIP in return.

Unstaking is not immediate. Cooldown periods, set by governance, apply to all withdrawals from the module. These periods exist to ensure that the staking module maintains stability and that participants cannot frontrun shortfall events.

### The Backstop Function

​Staked CHIP serves a backstop function for the protocol. In the event of a shortfall, defined by governance as scenarios such as loan losses exceeding reserves or oracle failure, staked CHIP may be used to cover the deficit.

​The slash amount is capped by parameters established through governance vote, and governance itself defines what qualifies as a shortfall event, ensuring the backstop is invoked only under conditions that CHIP holders have explicitly anticipated and approved.

This backstop role is what gives the staking module structural significance: stakers are active participants in the protocol's risk framework, with real obligations that correspond to their participation.

### ​Staking Parameters Exploration

**NOTE:** the Foundation is actively exploring various upgrades to staked CHIP, so all the comments below are exploratory and are not definitive of what will be instated for CHIP utility, pending security, legal, and smart contract review.&#x20;

​Every operational parameter of the staking module is governed by CHIP holders and subject to change through a governance vote:

* **​Cooldown and unstaking period lengths:** determine how long a staker must wait after initiating a withdrawal before their CHIP is returned.
* **​Slash percentage:** caps establish the maximum portion of a staker's position that can be used to cover a shortfall event, bounding the downside of participation.
* ​**Module activation and deactivation conditions:** define the circumstances under which the staking module can be paused or shut down entirely, subject to a governance vote.

### Legal Disclaimer

​CHIP does not represent equity, ownership, or a claim on protocol assets. Holding or staking CHIP does not constitute an investment in the protocol. CHIP functionality is constrained to on-chain functions defined by smart contracts. Nothing on this page constitutes investment advice.


# Tokenomics

<figure><img src="/files/bxwsWUoKToaQxoquDCUg" alt=""><figcaption></figcaption></figure>

<figure><img src="/files/3PHpVUvZIaQ8SKQey2i2" alt=""><figcaption></figcaption></figure>

**Ecosystem Bootstrapping**\
27.5% of CHIP is reserved to bootstrap protocol liquidity across 2 core objectives: (a) yield origination and (b) capital formation. The first 10% was distributed during Season 1 (The Allo Game). The remaining allocation will fund [USD.AI](http://USD.AI) growth initiatives, including airdrops, upcoming incentive programs, and other targeted incentives for the "hard-to-bootstrap" parts of the protocol that is necessary to reach broader adoption

**Reserve**\
19.8% is the residual reserves for future grants, partnerships, research & development, that will benefit and establish [USD.AI](http://USD.AI) protocol as the interest rate of artificial intelligence.

**Core contributors**\
This allocation of CHIP is reserved for Permian Labs contributors who are responsible for building, launching, and operating the [USD.AI](http://USD.AI) Protocol. Vesting is structured to align long term execution: 0% vests before month 12, 33% vests at month 12, and the remaining 67% vests in equal monthly installments over the following 24 months. The allocation covers both current and future team members supporting the core workstreams that the Foundation mandates in service of the [USD.AI](http://USD.AI) Protocol, including technology development, deal origination, and protocol distribution.

**Investors**\
The investor allocation reflects CHIP commitments granted to early backers who financed the protocol’s technology build out and the initial capital required for launch readiness. These tokens are subject to a locked release schedule: 0% unlocks before month 12, 33% unlocks at month 12, and the remaining 67% unlocks in equal monthly increments over the subsequent 24 months.


# Borrower


# Navigation

How to Borrow against infrastructure assets and manage loan repayments

{% hint style="success" %}
Borrowing via USD.AI is not publicly available. Reach out to the USD.AI team through the following if you would like to inquire or get more information.

* [Intake Form](https://www.gpuloans.com/contact)
* Email us at <originations@usd.ai>
  {% endhint %}

## Navigation&#x20;

1. Select the Loans page in the Navigation Bar

This is a dashboard view of all your active and inactive loans.&#x20;

<figure><img src="/files/8wEVCaEfCJr3FeIeh2RI" alt=""><figcaption></figcaption></figure>

#### My Active Loans

<table><thead><tr><th width="216.875">Column</th><th>Description</th></tr></thead><tbody><tr><td>Collateral</td><td>The asset(s) securing the loan (e.g., NVIDIA B300s [20] — x20 Servers)</td></tr><tr><td>Loan Status</td><td>The current state of the loan (see statuses below)</td></tr><tr><td>Principal</td><td>The original loan amount borrowed</td></tr><tr><td>APR</td><td>Annual Percentage Rate applied to the loan</td></tr><tr><td>Payment Due</td><td>The date or frequency of the next payment</td></tr><tr><td>Payment Amt</td><td>The dollar amount due for the current payment period</td></tr><tr><td>Action</td><td><strong>View Borrow</strong> or <strong>View Payment</strong> depending on loan status</td></tr></tbody></table>

{% hint style="info" %}
Loan Statuses

* Lending - You have not completed the borrow process yet. Click on **View Borrow** to accept the terms and withdraw
* Pay Now - An upcoming payment is due. Click **View Payment** to pay
* Current - You have successfully repaid your loan for the current payment period
* Late - You missed the last payment and are at risk of default. <mark style="color:$danger;">Pay immediately</mark> — your APR increases immediately after you miss your due date
  {% endhint %}

#### My Inactive Loans

Loans that are no longer active appear here. Depending on their status, a message replaces the standard payment columns.

{% hint style="info" %}
Loan Statuses

* Closed - The loan has been fully repaid and closed
* Defaulted - The borrower failed to make payment. Collateral is being prepared for auction
* At Auction - Collateral is currently listed at auction. A countdown shows time remaining for bids
* Auctioned - The auction has closed and collateral has been claimed
  {% endhint %}

Click **View Details** on any inactive loan to see the full loan history.

2. Click the **View Borrow** or **View Payment** button to enter your loan.


# Borrow

How to Borrow against infrastructure assets and manage loan repayments

{% hint style="success" %}
Borrowing via USD.AI is not publicly available. Reach out to the USD.AI team through the following if you would like to inquire or get more information.

* [Intake Form](https://www.gpuloans.com/contact)
* Email us at <originations@usd.ai>
  {% endhint %}

## Borrowing&#x20;

This page appears once you click **View Borrow** from the dashboard page, allowing you to complete the initial borrow transaction. To access your funds, you must approve the loan terms, execute the borrow, and withdraw the available amount to your own wallet.

<figure><img src="/files/a7kFs3SIrbQmNiFEJQw6" alt=""><figcaption></figcaption></figure>

1. Review the Loan details and loan account at the top

{% hint style="info" %}
**Loan and Payment Method**

* Collateral Name - The asset bundle securing the loan
* Loan Account - The on-chain wallet address for this loan
* Reserve Acct - DSRA that holds cash amount as a repayment buffer.&#x20;
* PYUSD Balances - Your current PYUSD balance held in Ethereum.
* Withdraw - Initiates fund withdrawal after the borrow is executed
  {% endhint %}

2. Review the Collateral Details

{% hint style="info" %}
**Collateral Details**

* Loan NFT - A visual certificate representing the server bundle used as collateral
* Included Hardware - Specific server models in the bundle
* Description - Summary of the portfolio
* Collateral Value - Current appraised value of the hardware
  {% endhint %}

3. Review the Borrow Terms

{% hint style="info" %}
**Borrow Terms**

* Principal - Total amount borrowed for Loan
* Origination Fee - One-time fee deducted at origination
* Net Loan Proceeds - Principal minus origination fees and DSRA funding
* Available for Withdrawal - Amount you can immediately withdraw to your own wallet
* Initial Reserve Deposit - Amount held in the DSRA as a payment buffer
* Maturity Date - Final repayment deadline
* APR = Annual interest rate
* Default Grace Period APR - Elevated APR charged during the grace period after a missed payment
  {% endhint %}

4. Review the Payment Terms

{% hint style="info" %}
**Payment Terms**

* Payment Amount - The amount of principal and interest to be paid each period
* Payment Frequency - How often principal and interest payments must be made
* Default Grace Period - Days after a missed payment before default is triggered
* Total Loan Repayment - Total repaid over the life of the loan
* Exit Fee - Fee owed on early closure
  {% endhint %}

5. Complete all transactions to Borrow

{% hint style="info" %}
**Borrow**

* Approve - Approve the loan terms. This authorizes the transaction to proceed.
* Execute Borrow - Executes the borrow transaction, finalizing and activating the loan.
* Withdraw Funds - Transfers the available funds from the Privy wallet to your own wallet.&#x20;
  {% endhint %}


# Repayment

How to Borrow against infrastructure assets and manage loan repayments

{% hint style="success" %}
Borrowing via USD.AI is not publicly available. Reach out to the USD.AI team through the following if you would like to inquire or get more information.

* [Intake Form](https://www.gpuloans.com/contact)
* Email us at <originations@usd.ai>
  {% endhint %}

## Repayment

Click **View Payment** to see current loan details and make the recurring monthly payment.

<figure><img src="/files/l4eur3baS8bjX5BGLXJt" alt=""><figcaption></figcaption></figure>

1. Review Monthly Payment Details

{% hint style="warning" %}
**Loan Information**

* Payment due \[Date] - Total principal and interest amount due on \[Date]
* Default Grace Period Interest - Additional interest for late payments (when applicable)
* Prepayment - Pay down the balance faster by clicking the **Prepayment** tab to make an additional principal payment on top of your monthly payment.&#x20;
* Historical Payments Table - Running log of all past payment details including any late payments and prepayments.
  {% endhint %}

2. Complete Transaction and click Pay
   1. Approve PYUSD - Authorizes the PYUSD transfer from your wallet.
   2. Make Payment - Executes the payment transaction and updates your loan balance.


# Prepayment

How to Borrow against infrastructure assets and manage loan repayments

{% hint style="success" %}
Borrowing via USD.AI is not publicly available. Reach out to the USD.AI team through the following if you would like to inquire or get more information.

* [Intake Form](https://www.gpuloans.com/contact)
* Email us at <originations@usd.ai>
  {% endhint %}

### Prepayment

Borrowers who are *Current* on their loan can click **View Payment** from the dashboard to make additional principal payments at any time and in any amount. This reduces your remaining balance and lowers future interest charges.

<figure><img src="/files/83iCyo6BcXHtBycyEbKE" alt=""><figcaption></figcaption></figure>

1. Review Loan Details and Enter Prepayment Amount

{% hint style="warning" %}
**Prepayment View**

* Enter Amount - Input the prepayment amount you would like to pay on the principal
* Applied to Payment due \[Date] - Portion applied to the upcoming scheduled payment if the upcoming payment has not been paid in full already
* Prepayment of Principal - Amount applied directly to reducing your principal
* Total Principal Reduced - Resulting reduction in outstanding principal
* Future Interest Savings - Calculated interest saved over the life of the loan
  {% endhint %}

2. Complete Transaction and Prepay
   1. Approve PYUSD - Authorizes the PYUSD transfer from your wallet.
   2. Make Payment - Executes the payment transaction and to reduce your outstanding principal balance.


# Depositor


# Buy / Stake

How to Buy/Stake/Bridge USDai or sUSDai.

## Buying or Redeeming USDai

{% hint style="warning" %}
USDai does not accrue yield. Stake USDai to earn yield on deposits.
{% endhint %}

1. Select the [**BUY**](https://app.usd.ai/buy) tab in the transaction modal
2. Select the Currency and Network ($USDai for Redeem)
3. Enter the Amount
4. Review the Terms
5. Click `Approve` to allow the USDai contract to use your tokens
6. Click `Buy`

{% hint style="success" %}
USDai is 100% backed by yield bearing stablecoins, so it can always be instantly redeemed for any of the deposit currencies.&#x20;
{% endhint %}

***

## Staking your USDai

{% hint style="warning" %}
The USDai unstaking period is approximately 30 days.
{% endhint %}

1. Select the [**STAKE**](https://app.usd.ai/stake) tab in the transaction modal
2. Select the Amount of $USDai you want to stake
3. Review the Terms
4. Click `Approve` to allow the USDai contract to spend your $USDai
5. Click `Stake`

{% hint style="info" %}
USDai to sUSDai is not a 1:1 conversion as sUSDai is the yield-bearing token that passively earns income. When staking USDai, you will receive a lower amount of sUSDai and when unstaking sUSDai you should receive a higher amount of USDai.
{% endhint %}

## Unstaking your sUSDai

1. Select the [**UNSTAKE**](https://app.usd.ai/unstake) subtab within the **STAKE** tab in the transaction modal
2. Select the Amount of $sUSDai you want to unstake
3. Review the Terms
4. Click `Approve` to allow the USDai contract to spend your $sUSDai
5. Click `Unstake`
6. Go to Activity and click `Withdraw` USDai once the unstaking period ends

***

## Bridging your USDai or sUSDai

{% hint style="info" %}
USDai can be bridged to/from any chain

* Mint on Abritrum or Ethereum or any other EVM chain available in the future

sUSDai can be bridged to/from any chain

* Stake USDai for sUSDai on Arbitrum
* Mint on Ethereum or any other EVM chain available in the future
  {% endhint %}

1. Navigate to the [BRIDGE](https://app.usd.ai/bridge) page on the left sidebar
2. Select the token and network you want to bridge from
3. Select the Amount of USDai or sUSDai you want to bridge
4. Review the Terms

* Click `Approve` to allow the contract to spend your USDai or sUSDai
* Click `Bridge`


# Allo (Points)

How to earn Allo into the ICO or Airdrop

{% hint style="info" %}
Read the Allo<sup>TM</sup> blog post here: <https://usd.ai/stories>\
Click here to see the full [Allo rates and Alignment](https://docs.google.com/spreadsheets/d/1lI8-9RrVP-FcmlUytJG1x8yIg-9IZMn1b_t9PqRAzGQ/edit?gid=1294412414#gid=1294412414)
{% endhint %}

{% hint style="warning" %}
Few Key Reminders:

1. You cannot earn ICO and Airdrop. Your total Allo<sup>TM</sup> is assigned to ICO or Airdrop based on your final alignment. In order to earn BOTH, you will need 2 separate wallets participating.
2. Your Alignment is not your ICO / Allo points. The Alignment uses a different rate based roughly on $USD values. Refer to the [Master Sheet](https://docs.google.com/spreadsheets/d/1lI8-9RrVP-FcmlUytJG1x8yIg-9IZMn1b_t9PqRAzGQ/edit?gid=1294412414#gid=1294412414) to see how different activities affect Alignment.
   {% endhint %}

## Allo<sup>TM</sup> is the rewards system for the USD.AI protocol.

You can earn it in two ways:

1. Deposits = All of your on-chain activity based on 3 factors ([learn more](/app-guide/depositor/portfolio-+team#deposit-allotm))
   1. Alignment
   2. Strategy
   3. Amount
2. Team = 10% of all your referred team members' on-chain activity ([learn more](/app-guide/depositor/portfolio-+team#team-allotm))

## Alignment: ICO vs Airdrop

|                                                  | ICO                                                                   | Airdrop             |
| ------------------------------------------------ | --------------------------------------------------------------------- | ------------------- |
| Underlying Token                                 | USDai                                                                 | sUSDai              |
| % of Supply Given to each group of users         | 70%                                                                   | 30%                 |
| The base (minimum) rate for each alignment/token | 5x Allo                                                               | 2x Allo             |
| Redemption Time                                  | Instant                                                               | 30 days             |
| Native Yield                                     | None                                                                  | 7-15%               |
| KYC/Purchase Required                            | Yes, ICO allocation must be purchased like any other token investment | No, airdrop is free |

{% hint style="success" %}
**How to earn an Airdrop**

To receive an Airdrop, your Airdrop Alignmeent must be HIGHER than the average across all users. To guarantee an Airdrop, only participate in sUSDai activities. Remember, refer to the [Master Sheet](https://docs.google.com/spreadsheets/d/1lI8-9RrVP-FcmlUytJG1x8yIg-9IZMn1b_t9PqRAzGQ/edit?gid=1294412414#gid=1294412414) to see what the Alignment Rates are for each activity. Allo does NOT = Alignment.
{% endhint %}

## Strategy

Impacts to Allo and Alignment typically increase as risk increases. Always refer to the dashboard to find the current Allo Earning Rates.

<table><thead><tr><th width="87.36712646484375">Strategy</th><th width="94.979248046875" data-type="rating" data-max="3">Risk</th><th>Description</th></tr></thead><tbody><tr><td>Basic</td><td>1</td><td>Holding USDai or sUSDai</td></tr><tr><td>Auto</td><td>2</td><td>Depositing into a curated LP/MM vault (via <a href="https://www.concrete.xyz/">concrete.xyz</a>)</td></tr><tr><td>Boost</td><td>2</td><td>Providing Pendle liquidity (via <a href="https://www.pendle.finance/">pendle.finance</a>)</td></tr><tr><td>Max</td><td>3</td><td>Buying Allo via YT tokens  (via <a href="https://www.pendle.finance/">pendle.finance</a>)</td></tr><tr><td>Lock</td><td>3</td><td>Locking YT tokens for boosted Allo</td></tr></tbody></table>

{% hint style="success" %}
**How to change your Alignment faster**

Higher risk strategies will affect your Alignment rate more than lower risk strategies

**Basic < Auto < Boost < Max/Lock**
{% endhint %}

## Alignment Details

On the [ALLO](https://app.usd.ai/rewards?tab=allo) page, you can always view where you and the protocol stand to influence your future decisions on where to earn.

<figure><img src="/files/B9oZDKD8CUQkyDdyhwzC" alt=""><figcaption></figcaption></figure>

{% hint style="info" %}

* Total Allo<sup>TM</sup> = Sum of Deposit Allo<sup>TM</sup> and Team Allo<sup>TM</sup>
* Alignment Bubble = Your current alignment based on the Alignment Rates for activities
* % Bar = Your current breakdown by % between the two Alignments
* Protocol Alignment = The current average Alignment across all users
* Projection = 30 day projection of alignment %
  {% endhint %}


# Portfolio (+Team)

How to view current holdings, Allo, referrals, leaderboard, etc.

## Deposit Allo<sup>TM</sup>

<sup>Earned from your on-chain strategy activity</sup>

<figure><img src="/files/rimFKGTAIJ1pTdtULTEZ" alt=""><figcaption></figcaption></figure>

<figure><img src="/files/OIr1OAIFD2QyVKsyuIOy" alt=""><figcaption></figcaption></figure>

{% hint style="info" %}

* Position = Asset or strategy
* Queued = When minting liquidity is low, your deposit will be held in a queue and processed within 6hr
* Balance = Token balance \[$USD value]
* Allo<sup>TM</sup> Network = Total earned to date \[Rate per token per day]
* APY = Yield from specific position
* Pending Withdrawals = View unstaking requests
  {% endhint %}

## Team Allo<sup>TM</sup>

<sup>Earned as a % of your invited team members' Allo</sup>

<figure><img src="/files/S5y5eDZXGZxdlttbolB9" alt=""><figcaption></figcaption></figure>

{% hint style="info" %}

* My Referral Code = Send it to friends to earn when they deposit
* Enter a Referral Code = Enter someone else's code at any point to give them a % of your Allo<sup>TM</sup>
* Members = # of people who have used your code
* Qualified Members = # of people who have used your code AND have made a deposit
  {% endhint %}


# Dashboards

How to view protocol level stats, information, prices, etc.

### Total Value Locked

> * Cumulative TVL over time
> * TVL is calculated as all stablecoin backing USDai and sUSDai plus all income generated

### Staking APY

> * The current and historical yield of staking USDai
> * sUSDai Staking Ratio = the % of USDai that is currently being staked

### Proof of Reserves

> * A summary view all of the underlying collateral reserves and loans powering sUSDai yield

### Key Ratios

> * USDai Reserve Ratio: The % of USDai that is backed by stablecoins (instantly redeemable).
> * USDai Staking Ratio: The % of USDai that is currently being staked
> * sUSDai Utilization: The % of sUSDai liquidity that is currently deployed to loans along with the expected change in Utilization assuming all Upcoming loans are funded


# Proof of Reserves

How to view all of the underlying collateral, details of loans, borrower health, and yield

<figure><img src="/files/sFZ1vJ1671aybzVcc5RQ" alt=""><figcaption></figcaption></figure>

### Summary

A summary view all of the underlying collateral reserves and source of yield of USDai

### Phyiscal Assets

A detailed table of all underlying infrastructure loans, details on collateral, borrower repayment history, and sources of yield

### Globe

An interactive way to view all underlying infrastructure loans globally


# Loans

Loan Information

<figure><img src="/files/utWBvXfaXR06E2rhgKMD" alt=""><figcaption></figcaption></figure>

Anyone can view the loans that are being funded by USD.AI by selecting View Loan on the [LOANS](https://app.usd.ai/loans) page.

{% hint style="info" %}
Active Loans = Loans that have been funded and are currently outstanding

Upcoming Loans = Loans in process of underwriting, shipping and installation
{% endhint %}


# Technical Protocol Overview

### USDai

USDai is an [$PYUSD](https://www.paypal.com/us/digital-wallet/manage-money/crypto/pyusd)-backed stablecoin. It is primarily used as the on and off ramp to Staked USDai (sUSDai), but may offer other incentives in the future.

#### Minting

KYC'ed institutions can mint USDai by depositing PYUSD.

```solidity
/**
 * @notice Deposit
 * @param depositAmount Deposit amount
 * @param recipient Recipient
 * @return USDai amount
 */
function deposit(
    uint256 depositAmount,
    uint256 usdaiAmountMinimum
) external returns (uint256);
```

```mermaid
sequenceDiagram
    actor Institution
    User->>+USDai: Deposit PYUSD
    USDai->>+User: Mint USDai token

```

#### Burning

KYC'ed institutions can burn USDai and withdraw to PYUSD.

```solidity
/**
 * @notice Withdraw
 * @param usdaiAmount USD amount
 * @param recipient Recipient
 * @return Withdraw amount
 */
function withdraw(
    uint256 usdaiAmount,
    address recipient
) external returns (uint256);
```

```mermaid
sequenceDiagram
    actor Institution
    User->>+USDai: Burns USDai
    USDai->>+User: Receives PYUSD

```

### Staked USDai

Staked USDai (sUSDai) is a yield bearing ERC4626 (ERC7540 redeem) vault token that earns yield from USDai PYUSD emissions and [LoanRouter](https://github.com/usdai-foundation/usdai-loan-router-contracts) loans. USDai can be staked for sUSDai, and later redeemed back for USDai. Unlike USDai, sUSDai is not a stablecoin, but is a free floating token, representing shares in an assortment of targeted lending positions and unallocated USDai.

#### Staking

Users can stake USDai to receive sUSDai at the current deposit share price. Staking is a synchronous ERC4626 deposit operation.

```solidity
function deposit(uint256 assets, address receiver) external returns (uint256 shares);
function mint(uint256 shares, address receiver) external returns (uint256 assets);
```

```mermaid
sequenceDiagram
    actor User
    User->>+sUSDai: Stake USDai (deposit()/mint())
    Note right of sUSDai: USDai transferred to sUSDai
    sUSDai->>+User: Mint sUSDai tokens

```

Overloads for `deposit()` and `mint()` are provided with slippage protections for EOAs.

#### Unstaking

Users can unstake sUSDai to receive USDai at the current redemption share price. Unstaking is an asynchronous ERC7540 redeem operation. Redemptions are are processed at the end of a fixed time window (e.g. 30 days).

```solidity
function requestRedeem(uint256 shares, address controller, address owner) external returns (uint256 requestId);
function redeem(uint256 shares, address receiver, address owner) external returns (uint256 assets);
function withdraw(uint256 assets, address receiver, address owner) external returns (uint256 shares);
```

```mermaid
sequenceDiagram
    actor User
    User->>+sUSDai: Unstake sUSDai (requestRedeem())
    Note right of sUSDai: sUSDai burned
    sUSDai->>+User: Redemption ID

```

#### Position Managers

The underlying asset held by the sUSDai vault is USDai, which is harvested for yield and deployed into loans with the help of position managers.

The `STRATEGY_ADMIN_ROLE` is required to interact with position managers. Currently, these operations are scheduled offchain and executed by a multisig, but in the future will be governance-driven.

The [`BasePositionManager`](https://github.com/usdai-foundation/usdai-contracts/blob/devel/src/positionManagers/BasePositionManager.sol) is responsible for harvesting base yield for the PYUSD held in the USDai contract. PYUSD base yield can be harvested with the `harvestBaseYield()` API:

```solidity
/**
 * @notice Harvest base yield
 * @return Harvested USDai amount
 * @return Admin fee
 */
function harvestBaseYield() external returns (uint256, uint256);
```

```mermaid
sequenceDiagram
    actor Strategy
    Strategy->>+sUSDai: Harvest Base Yield
    sUSDai->>USDai: Harvest
    USDai->>+Base Yield Escrow: Harvest
    Base Yield Escrow->>+USDai: PYUSD tokens
    USDai->>+sUSDai: Mint USDai tokens

```

The [`LoanRouterPositionManager`](https://github.com/usdai-foundation/usdai-contracts/blob/devel/src/positionManagers/LoanRouterPositionManager.sol) is responsible for deploying funds for loans and depositing loan repayments.

Loans are funded from deposits in the Deposit Timelock, which are released when a borrower executes a loan. Funds can be deposited into the Deposit Timelock for specific, predetermined loan terms with the `depositLoanTimelock()` API:

```solidity
/**
 * @notice Deposit loan timelock
 * @param loanTermsHash Loan terms hash
 * @param usdaiAmount USDai amount
 * @param expiration Expiration timestamp
 */
function depositLoanTimelock(bytes32 loanTermsHash, uint256 usdaiAmount, uint64 expiration) external;
```

```mermaid
sequenceDiagram
    actor Strategy
    Strategy->>+sUSDai: Deposit Loan Timelock
    sUSDai->>+Deposit Timelock: USDai tokens

```

In case of loan terms changes or expiration, funds can be withdrawn from the Deposit Timelock with the `cancelLoanTimelock()` API:

```solidity
/**
 * @notice Cancel loan timelock
 * @param loanTermsHash Loan terms hash
 */
function cancelLoanTimelock(
    bytes32 loanTermsHash
) external;
```

```mermaid
sequenceDiagram
    actor Strategy
    Strategy->>+sUSDai: Cancel Loan Timelock
    Deposit Timelock->>+sUSDai: USDai tokens

```

Principal and interest payments are automatically transferred to the sUSDai contract when a borrower makes a loan repayment. These repayments are then redeposited as USDai in the sUSDai contract with the `depositLoanRepayment()` API:

```solidity
/**
 * @notice Deposit loan repayment
 * @param currencyToken Currency token
 * @param depositAmount Deposit amount
 * @param usdaiAmountMinimum Minimum USDai amount
 * @param data Swap data
 */
function depositLoanRepayment(
    address currencyToken,
    uint256 depositAmount,
    uint256 usdaiAmountMinimum,
    bytes calldata data
) external;
```

```mermaid
sequenceDiagram
    actor Strategy
    Strategy->>+sUSDai: Deposit Loan Repayment
    sUSDai->>+External Swap: Swap Repayment for PYUSD (if repayment is not in PYUSD)
    External Swap->>+sUSDai: PYUSD tokens
    sUSDai->>+USDai: Deposit PYUSD for USDai
    USDai->>+sUSDai: USDai tokens

```

#### Share Pricing

The net asset value of sUSDai is the combined value of unallocated USDai and its loan positions. Loan positions are valued conservatively with the remaining balance of the loan, or optimistically with the remaining balance of the loan plus the interest accrued since last repayment.

The deposit share price is computed from the optimistic net asset value, while the redemption share price is computed from the conservative net asset value. In general, the deposit share price is greater than or equal to the redemption share price. If there are no active loans, they are equal.

Since the net asset value is denominated in USDai (backed by PYUSD), a price oracle is needed to convert the loan position value, denominated in the loan currency (e.g. USDC), back to USDai. [`IPriceOracle`](https://github.com/usdai-foundation/usdai-contracts/blob/devel/src/interfaces/IPriceOracle.sol) provides this interface. The current implementation, [`ChainlinkPriceOracle`](https://github.com/usdai-foundation/usdai-contracts/blob/devel/src/oracles/ChainlinkPriceOracle.sol), uses Chainlink to price the exchange rate of the loan currencies.

```solidity
/**
 * @notice Check if token is supported
 * @param token Token
 * @return True if token is supported, false otherwise
 */
function supportedToken(
    address token
) external view returns (bool);

/**
 * @notice Get price of token in terms of USDai
 * @param token Token
 */
function price(
    address token
) external view returns (uint256);
```

#### Redemption Queue

Redemptions in sUSDai are managed with a FIFO queue, which are collected throughout and processed at the end of fixed time windows (e.g. 30 days). In the future, the redemption queue will implement a built-in auction to bid on queue position.

Redemptions are serviced periodically by the `STRATEGY_ADMIN_ROLE`. When sufficient USDai is available, the strategy calls `serviceRedemptions()` to process redemptions in the queue:

```solidity
/**
 * @notice Service pending redemption requests
 * @param shares Shares to process
 * @return Amount processed
 */
function serviceRedemptions(
    uint256 shares
) external returns (uint256);
```

#### Participation NFT Description

The Participation NFT is the onchain instrument through which capital providers access yield from the GPU loan book. Minted at loan closing and deposited into the sUSDai vault, it simultaneously routes cashflows from borrowers to depositors, records the existence and status of a lender's position in the Onchain Register, and reflects the legal participation rights established in the underlying SPV documents. The matrix below maps each of these functions explicitly:

<table><thead><tr><th width="176.3333740234375">NFT Function</th><th width="163">Applicability to Participation NFT</th><th>Notes</th></tr></thead><tbody><tr><td>Routing Token</td><td>Yes</td><td>The Participation NFT is minted by the Protocol and deposited directly into the sUSDai vault, representing the pro rata claim to loan cashflows. It routes yield from the borrower's onchain wallet through the automated payment waterfall to sUSDai holders — the NFT's presence in the vault is what technically enables the distribution logic to fire.</td></tr><tr><td>Evidence of contractual participation</td><td>Yes</td><td>The Onchain Record (the authoritative lender register) tracks each lender's share of the loan, principal outstanding, interest accrued, and payment status. The Participation NFT is the onchain instrument that represents a lender's position in that register. It does not create the contractual right — the executed legal documents and SPV structure do — but it is the tamper-evident, publicly verifiable evidence that a participation exists and is in good standing.</td></tr><tr><td>Record of payment right</td><td>Indirect</td><td>The Participation NFT sits inside the sUSDai vault, which captures yield (yield on GPU loans plus T-bill yield or PYUSD incentives on idle reserves) and reflects it in the sUSDai exchange rate. The NFT's lifecycle — mint on loan closing, vault-lock on default (unitl sale proceeds compensate the position), nonfucntional artifact when the Agent deposits sale/insurance proceeds — tracks the existence and status of the underlying payment stream. When the NFT is live and unfrozen, the payment right is active. The NFT does not itself confer the right to sue for payment (the legal docs do that), but it is the onchain record that payments are due and flowing.</td></tr><tr><td>Transfer Instrument</td><td>Limited</td><td>The Participation NFT is deposited into the sUSDai vault at issuance — it does not circulate freely. What does transfer is sUSDai itself, which is a fungible ERC-20 token that can be held, traded, or composed into other onchain products. So the NFT provides the economic exposure that makes sUSDai transferable, but the NFT itself is vault-locked. </td></tr></tbody></table>

### Omnichain Support

USDai and sUSDai support `burn()`/`mint()`-style omnichain token transfers. This interface requires the `BRIDGE_ADMIN_ROLE`, which is granted to the token messaging contract.

Support for LayerZero is available with [`OAdapter`](https://github.com/usdai-foundation/usdai-contracts/blob/devel/src/omnichain/OAdapter.sol), which implements the messaging endpoint, and the [`OToken`](https://github.com/usdai-foundation/usdai-contracts/blob/devel/src/omnichain/OToken.sol), which implements an ERC20 of the bridged representation.\
\ <br>


# Audits

{% hint style="info" %}
Live Bug Bounty: <https://cantina.xyz/code/32e64f2e-5f01-4a0b-bbe3-76f32c17b99f/overview>
{% endhint %}

{% file src="/files/1l2SbEa2CBGsFdJh0e0g" %}

{% file src="/files/lTbePp15rQbeQOhhaeA4" %}

{% file src="/files/U5KmwUuUmLCMW7J3zbdG" %}

{% file src="/files/M6M9y0PnYR1lJBxqtSFu" %}

{% file src="/files/dZNttIbPZHxBnCuJudYn" %}

{% file src="/files/BdMxEuSRRvvpe6GZh4f9" %}

{% file src="/files/xbeROCkUSxUqVxBm85OQ" %}


# Contract Addresses

Addresses of deployed contracts.

## Arbitrum (Hub)

<table><thead><tr><th width="262.41796875">Contract</th><th>Address</th></tr></thead><tbody><tr><td>CHIP</td><td><a href="https://arbiscan.io/address/0x0C1c1C109FE34733fca54b82d7B46B75CFb71F6e">0x0C1c1C109FE34733fca54b82d7B46B75CFb71F6e</a></td></tr><tr><td>sCHIP</td><td><a href="https://arbiscan.io/address/0x0D2d2D20962F2468566F4D1a4DdeB482915C4D4A">0x0D2d2D20962F2468566F4D1a4DdeB482915C4D4A</a></td></tr><tr><td>USDai</td><td><a href="https://arbiscan.io/address/0x0A1a1A107E45b7Ced86833863f482BC5f4ed82EF">0x0A1a1A107E45b7Ced86833863f482BC5f4ed82EF</a></td></tr><tr><td>sUSDai</td><td><a href="https://arbiscan.io/address/0x0B2b2B2076d95dda7817e785989fE353fe955ef9">0x0B2b2B2076d95dda7817e785989fE353fe955ef9</a></td></tr><tr><td>USDai OAdapter</td><td><a href="https://arbiscan.io/address/0xffA10065Ce1d1C42FABc46e06B84Ed8FfEb4baE5">0xffA10065Ce1d1C42FABc46e06B84Ed8FfEb4baE5</a></td></tr><tr><td>sUSDai OAdapter</td><td><a href="https://arbiscan.io/address/0xffB20098FD7B8E84762eea4609F299D101427f24">0xffB20098FD7B8E84762eea4609F299D101427f24</a></td></tr><tr><td>OUSDaiUtility</td><td><a href="https://arbiscan.io/address/0x24a92E28a8C5D8812DcfAf44bCb20CC0BaBd1392">0x24a92E28a8C5D8812DcfAf44bCb20CC0BaBd1392</a></td></tr><tr><td>Price Oracle</td><td><a href="https://arbiscan.io/address/0xd40a5298c6fCeD81eB5da8bB1F9328b16f741EBc">0xd40a5298c6fCeD81eB5da8bB1F9328b16f741EBc</a></td></tr><tr><td>Loan Router</td><td><a href="https://arbiscan.io/address/0x0C2ED170F2bB1DF1a44292Ad621B577b3C9597D1">0x0C2ED170F2bB1DF1a44292Ad621B577b3C9597D1</a></td></tr><tr><td>Deposit Timelock</td><td><a href="https://arbiscan.io/address/0x0D710CC05f34d2eaD9fbA3c78d53d76a0623c9F8">0x0D710CC05f34d2eaD9fbA3c78d53d76a0623c9F8</a></td></tr><tr><td>Bundle Collateral Wrapper</td><td><a href="https://arbiscan.io/address/0x80E3146FB2328fE1b79f92F5a3a6bF35515AEe37">0x80E3146FB2328fE1b79f92F5a3a6bF35515AEe37</a></td></tr><tr><td>Simple Interest Rate Model</td><td><a href="https://arbiscan.io/address/0xEA0eae46bC15cd975F0545ba35584D96c7b35A1e">0xEA0eae46bC15cd975F0545ba35584D96c7b35A1e</a></td></tr><tr><td>Amortized Interest Rate Model</td><td><a href="https://arbiscan.io/address/0xe01520FD4F249efa4d905F60b6b54E2ade6fA18D">0xe01520FD4F249efa4d905F60b6b54E2ade6fA18D</a></td></tr><tr><td>Base Yield Escrow</td><td><a href="https://arbiscan.io/address/0x9Ddfd49AC4689CF894203794d792dcB38E4b1A9E">0x9Ddfd49AC4689CF894203794d792dcB38E4b1A9E</a></td></tr><tr><td>Timelock Controller</td><td><a href="https://arbiscan.io/address/0x0EEC1EE03ADD82342a6ac68A9C5cf62CB2398221">0x0EEC1EE03ADD82342a6ac68A9C5cf62CB2398221</a></td></tr><tr><td>Chip Governor</td><td><a href="https://arbiscan.io/address/0x0DDC1DD03C58E425f96567679b52F349dB847b26">0x0DDC1DD03C58E425f96567679b52F349dB847b26</a></td></tr></tbody></table>

## Ethereum

<table><thead><tr><th width="262.21484375">Contract</th><th>Address</th></tr></thead><tbody><tr><td>CHIP (OFT)</td><td><a href="https://etherscan.io/address/0x0C1c1C109FE34733fca54b82d7B46B75CFb71F6e">0x0C1c1C109FE34733fca54b82d7B46B75CFb71F6e</a></td></tr><tr><td>USDai (OFT)</td><td><a href="https://etherscan.io/address/0x0A1a1A107E45b7Ced86833863f482BC5f4ed82EF">0x0A1a1A107E45b7Ced86833863f482BC5f4ed82EF</a></td></tr><tr><td>sUSDai (OFT)</td><td><a href="https://arbiscan.io/address/0x0B2b2B2076d95dda7817e785989fE353fe955ef9">0x0B2b2B2076d95dda7817e785989fE353fe955ef9</a></td></tr><tr><td>CHIP OAdapter</td><td><a href="https://arbiscan.io/address/0xffC1002994B1e9A744036d0abDAefe8356B7cF4e">0xffC1002994B1e9A744036d0abDAefe8356B7cF4e</a></td></tr><tr><td>USDai OAdapter</td><td><a href="https://arbiscan.io/address/0xffA10065Ce1d1C42FABc46e06B84Ed8FfEb4baE5">0xffA10065Ce1d1C42FABc46e06B84Ed8FfEb4baE5</a></td></tr><tr><td>sUSDai OAdapter</td><td><a href="https://etherscan.io/address/0xffB20098FD7B8E84762eea4609F299D101427f24">0xffB20098FD7B8E84762eea4609F299D101427f24</a></td></tr></tbody></table>

## Base

<table><thead><tr><th width="262.0859375">Contract</th><th>Address</th></tr></thead><tbody><tr><td>CHIP (OFT)</td><td><a href="https://basescan.org/address/0x0C1c1C109FE34733fca54b82d7B46B75CFb71F6e">0x0C1c1C109FE34733fca54b82d7B46B75CFb71F6e</a></td></tr><tr><td>USDai (OFT)</td><td><a href="https://arbiscan.io/address/0x0A1a1A107E45b7Ced86833863f482BC5f4ed82EF">0x0A1a1A107E45b7Ced86833863f482BC5f4ed82EF</a></td></tr><tr><td>sUSDai (OFT)</td><td><a href="https://arbiscan.io/address/0x0B2b2B2076d95dda7817e785989fE353fe955ef9">0x0B2b2B2076d95dda7817e785989fE353fe955ef9</a></td></tr><tr><td>CHIP OAdapter</td><td><a href="https://arbiscan.io/address/0xffC1002994B1e9A744036d0abDAefe8356B7cF4e">0xffC1002994B1e9A744036d0abDAefe8356B7cF4e</a></td></tr><tr><td>USDai OAdapter</td><td><a href="https://arbiscan.io/address/0xffA10065Ce1d1C42FABc46e06B84Ed8FfEb4baE5">0xffA10065Ce1d1C42FABc46e06B84Ed8FfEb4baE5</a></td></tr><tr><td>sUSDai OAdapter</td><td><a href="https://arbiscan.io/address/0xffB20098FD7B8E84762eea4609F299D101427f24">0xffB20098FD7B8E84762eea4609F299D101427f24</a></td></tr></tbody></table>

## Plasma

<table><thead><tr><th width="262.08984375">Contract</th><th>Address</th></tr></thead><tbody><tr><td>USDai (OFT)</td><td><a href="https://arbiscan.io/address/0x0A1a1A107E45b7Ced86833863f482BC5f4ed82EF">0x0A1a1A107E45b7Ced86833863f482BC5f4ed82EF</a></td></tr><tr><td>sUSDai (OFT)</td><td><a href="https://arbiscan.io/address/0x0B2b2B2076d95dda7817e785989fE353fe955ef9">0x0B2b2B2076d95dda7817e785989fE353fe955ef9</a></td></tr><tr><td>USDai OAdapter</td><td><a href="https://arbiscan.io/address/0xffA10065Ce1d1C42FABc46e06B84Ed8FfEb4baE5">0xffA10065Ce1d1C42FABc46e06B84Ed8FfEb4baE5</a></td></tr><tr><td>sUSDai OAdapter</td><td><a href="https://plasmascan.to/address/0xffB20098FD7B8E84762eea4609F299D101427f24">0xffB20098FD7B8E84762eea4609F299D101427f24</a></td></tr></tbody></table>

## Solana

<table><thead><tr><th width="262.08984375">Contract</th><th>Address</th></tr></thead><tbody><tr><td>CHIP (NTT)</td><td><a href="https://solscan.io/token/chipCAT7vi5CZtbZsn9z7iMPXvFwyAnKz3QFu8XVuHm">chipCAT7vi5CZtbZsn9z7iMPXvFwyAnKz3QFu8XVuHm</a></td></tr></tbody></table>


# USD.AI Intro

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# Logo

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# Colors

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# Type

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# Brand Details

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# USD.AI Terms of Service

*Last Modified: January 12, 2026*

***

Welcome to USD.AI! These Terms of Service (these "Terms") are entered into between you and USD.AI Foundation, a Cayman Islands foundation company ("USD.AI Foundation," "we," "us," or "our"). USD.AI Foundation operates the USD.AI Protocol (the "Protocol") and related services. This page explains the terms by which you may access and use our online services, website located at usd.ai (the "Site"), application interface, software, and documentation provided on or in connection with the Protocol (collectively, the "Service").

By accessing or using the Service, or by clicking a button or checking a box marked "I Agree" (or something similar), you signify that you have read, understood, and agree to be bound by these Terms and to the collection and use of your information as described in our Privacy Policy located at usd.ai/privacy, whether or not you are a registered user of our Service. USD.AI Foundation reserves the right to modify these Terms and will provide notice of these changes as described below. These Terms apply to all visitors, users, and others who access the Service ("Users").

**PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 9.2 (THE "ARBITRATION AGREEMENT") AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 9.3 (THE "CLASS ACTION/JURY TRIAL WAIVER") THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 9.2, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.**

#### 1. Our Service

**1.1 Eligibility**

This is a contract between you and USD.AI Foundation. You must read and agree to these Terms before using the Service. If you do not agree, you may not use the Service. You may use the Service only if you can form a binding contract with USD.AI Foundation, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 18 is strictly prohibited and in violation of these Terms. The Service is not available to any Users previously removed from the Service by USD.AI Foundation.

**1.2 Limited License**

Subject to the terms and conditions of these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service as permitted by the features of the Service. USD.AI Foundation reserves all rights not expressly granted herein in the Service and the USD.AI Content (as defined below). USD.AI Foundation may terminate this license at any time for any reason or no reason.

**1.3 Description of the Service**

The USD.AI Protocol is a decentralized structured credit protocol designed to finance physical AI infrastructure assets. The Service provides a web-hosted user interface (the "App") that allows Users to interact with the Protocol. The Service enables Users to:

(a) Deposit supported Digital Currency (such as USDC) and receive USDai tokens in return;

(b) Stake USDai tokens to receive sUSDai tokens and earn yield generated by the Protocol;

(c) Redeem USDai or sUSDai tokens for supported Digital Currency, subject to Protocol liquidity and applicable redemption terms;

(d) For qualified borrowers, post eligible collateral (in the form of tokenized warehouse receipts representing physical assets) and draw liquidity from the Protocol;

(e) Connect compatible Digital Currency wallets to interact with the Protocol; and

(f) Access dashboards, documentation, and other information related to the Protocol.

"Digital Currency" means only those particular digital currencies listed as available on the Service from time to time. "USDai" is a synthetic dollar token issued by the Protocol. "sUSDai" is the yield-bearing staked version of USDai. Yield for sUSDai is primarily generated through loans to borrowers collateralized by AI infrastructure assets (such as GPUs), with idle capital held in low-risk instruments such as Treasury Bills.

**1.4 User Representations and Warranties**

By accessing the Site or using the Service, you represent and warrant that:

(a) You are at least 18 years of age and have the legal capacity to enter into these Terms;

(b) If acting on behalf of an entity, you have the authority to bind that entity to these Terms;

(c) You are not located in, under the control of, or a national or resident of any country subject to United States, Cayman Islands, United Nations, or other applicable sanctions or embargoes;

(d) You are not identified on any list of prohibited or restricted parties maintained by the United States (including OFAC), the Cayman Islands, or any other applicable jurisdiction;

(e) Your use of the Service will not violate any applicable law, rule, or regulation, including laws relating to anti-money laundering, counter-terrorist financing, or sanctions;

(f) You understand the risks associated with the Service, blockchain technology, smart contracts, and Digital Currency;

(g) You understand that you will be interacting with smart contracts and decentralized protocols, and that USD.AI Foundation does not control and cannot reverse transactions executed through the Protocol; and

(h) You will not use the Service to engage in any illegal activity, including money laundering, terrorist financing, tax evasion, or sanctions evasion.

**1.5 Service Rules**

You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated "scraping"; (ii) using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Service in a manner that sends more request messages to the USD.AI Foundation servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) transmitting spam, chain letters, or other unsolicited communications; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information from the Service; (viii) using the Service for any commercial solicitation purposes not authorized by USD.AI Foundation; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; (xii) bypassing the measures we may use to prevent or restrict access to the Service; or (xiii) attempting to manipulate or exploit the Protocol, including through flash loan attacks, oracle manipulation, or other exploit mechanisms.

**1.6 Changes to the Service**

We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms.

**1.7 Disputes with Other Users**

You are solely responsible for your interactions with other Users and with borrowers, depositors, or other participants in the Protocol. We reserve the right, but have no obligation, to monitor disputes between you and other Users. USD.AI Foundation shall have no liability for your interactions with other Users, or for any User's action or inaction.

#### **2. Our Proprietary Rights**

The Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the "USD.AI Content"), and all intellectual property rights related thereto, are the exclusive property of USD.AI Foundation and its licensors. Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any USD.AI Content. Use of the USD.AI Content for any purpose not expressly permitted by these Terms is strictly prohibited.

"USD.AI," "USDai," "sUSDai," and related logos and marks are trademarks of USD.AI Foundation. You may not use these marks without prior written consent from USD.AI Foundation.

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place USD.AI Foundation under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

#### 3. Service Providers

USD.AI Foundation engages third-party service providers to provide certain services in connection with the Protocol, including software development, maintenance, operational support, and borrower servicing. Your use of the Service may involve interactions with such service providers or their systems. USD.AI Foundation coordinates these service providers but is not liable for their independent acts or omissions except to the extent caused by USD.AI Foundation's own negligence or willful misconduct.

#### 4. Privacy

Please refer to our Privacy Policy at usd.ai/privacy for information about how we collect, use, and share your information. By using the Service, you consent to the collection, use, and sharing of your information as described in the Privacy Policy.

USD.AI Foundation cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

#### 5. Third-Party Links and Information

The Service may contain links to third-party materials that are not owned or controlled by USD.AI Foundation. USD.AI Foundation does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Service or share your personal information on or through any third-party website or service, you do so at your own risk, and you understand that these Terms do not apply to your use of such sites. You expressly relieve USD.AI Foundation from any and all liability arising from your use of any third-party website, service, or content.

#### 6. Indemnity

You agree to defend, indemnify and hold harmless USD.AI Foundation and its directors, officers, employees, contractors, agents, licensors, service providers, and affiliates, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of these Terms, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule or regulation; (v) any content that is submitted via your account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party's access and use of the Service with your credentials.

#### 7. No Warranty and Disclaimers; Assumption of Risk

**7.1 No Warranty and Disclaimers**

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM USD.AI FOUNDATION OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

WITHOUT LIMITING THE FOREGOING, USD.AI FOUNDATION, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES AGREE TO ELIMINATE ANY AND ALL FIDUCIARY DUTIES USD.AI FOUNDATION OR ANY RELATED ENTITIES AND AGENTS MAY HAVE TO YOU, OR YOUR AGENTS AND AFFILIATES, OR THE USERS OF THE SERVICE, PROVIDED THAT SUCH EXCLUSION OR LIMITATION OF LIABILITY SHALL NOT EXTEND TO MISAPPROPRIATION OF YOUR ASSETS OR FUNDS OR OTHER ACTS OR OMISSIONS THAT CONSTITUTE A BAD FAITH VIOLATION OF THE IMPLIED CONTRACTUAL COVENANT OF GOOD FAITH AND FAIR DEALING.

**7.2 Assumption of Risk - General**

By utilizing the Service or interacting with the USD.AI Content in any way, you represent that you understand the inherent risks associated with cryptographic systems and warrant that you have an understanding of the usage, intricacies, and difficulties of using native cryptographic tokens, smart contract based-tokens, and blockchain-based software systems.

You acknowledge and agree that: (i) USD.AI Foundation is not responsible for operation of the underlying blockchain networks and there exists no guarantee of functionality, security, or availability of such networks; (ii) the underlying protocols are subject to sudden changes in operating rules (known as "Forks"), and that such Forks may materially affect the Service; (iii) you hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against USD.AI Foundation, its affiliates and their respective directors, officers, employees, agents and representatives related to any of the risks set forth in these Terms; and (iv) USD.AI Foundation assumes absolutely no responsibility whatsoever in respect of any underlying software protocols, whether Forked or not.

You acknowledge and understand that cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to cryptocurrencies and the Service, which could result in the theft or loss of your cryptographic tokens or property.

You understand that blockchain technologies and associated currencies or tokens are highly volatile due to many factors including but not limited to adoption, speculation, technology and security risks. You also acknowledge that the cost of transacting on such technologies is variable and may increase at any time.

**7.3 Assumption of Risk - USD.AI Protocol Specific**

You acknowledge and understand the following risks specific to the USD.AI Protocol:

(a) Collateral Risk. The Protocol's yield is derived primarily from loans collateralized by physical assets, including GPUs and other AI infrastructure equipment. The value of such collateral may decline, borrowers may default on their obligations, and collateral liquidation may not fully recover amounts owed. Such events could result in losses to depositors and reductions in the value of USDai or sUSDai.

(b) Redemption Risk. Redemptions of USDai or sUSDai for underlying Digital Currency are subject to Protocol liquidity. During periods of high redemption demand, low Protocol liquidity, or market stress, redemptions may be delayed, restricted, or may not be possible at all. You may not be able to redeem your tokens when you want or at the value you expect.

(c) Smart Contract Risk. The Protocol operates through smart contracts deployed on public blockchains. Despite security audits, smart contracts may contain bugs, vulnerabilities, or errors that could result in loss of funds, including total loss of deposited assets.

(d) Oracle and Data Risk. The Protocol may rely on price oracles, data feeds, or other external data sources. Failure, manipulation, delay, or inaccuracy of such data sources could adversely affect Protocol operations and the value of your tokens.

(e) Regulatory Risk. The regulatory status of synthetic dollars, stablecoins, yield-bearing tokens, and decentralized finance protocols is uncertain and evolving in many jurisdictions. Regulatory developments could restrict or prohibit the use of the Protocol, require changes to Protocol operations, affect the value of tokens, or result in enforcement actions.

(f) Counterparty and Operational Risk. The Protocol relies on various counterparties and service providers, including data centers, warehouses, custodians, and independent managers. Failure, fraud, or default by any such counterparty could result in losses.

(g) No Deposit Insurance. USDai and sUSDai ARE NOT DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE SECURITIES INVESTOR PROTECTION CORPORATION, THE CAYMAN ISLANDS MONETARY AUTHORITY, OR ANY OTHER GOVERNMENTAL AGENCY. YOU MAY LOSE SOME OR ALL OF YOUR DEPOSITED FUNDS.

(h) No Guarantee of Yield or Value. Past yield performance is not indicative of future results. The yield generated by sUSDai may vary significantly, may be zero, or may be negative. The value of USDai and sUSDai may fluctuate and is not guaranteed to maintain any particular exchange rate with any fiat currency or other Digital Currency.

#### 8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL USD.AI FOUNDATION, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, USD.AI FOUNDATION ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (i) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (ii) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (iii) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY PERSONAL INFORMATION STORED THEREIN; (iv) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (v) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (vi) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT; (vii) THE CONDUCT OF ANY THIRD PARTY, INCLUDING BORROWERS, DEPOSITORS, OR OTHER PROTOCOL PARTICIPANTS; OR (viii) ANY LOSS OF YOUR DIGITAL CURRENCY, TOKENS, OR OTHER ASSETS.

IN NO EVENT SHALL USD.AI FOUNDATION, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SERVICE PROVIDERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE LESSER OF (A) THE AMOUNT YOU PAID TO USD.AI FOUNDATION IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF USD.AI FOUNDATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.

#### 9. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

**9.1 Governing Law**

These Terms shall be governed by and construed in accordance with the laws of the Cayman Islands, without regard to conflict of laws principles. Notwithstanding the foregoing, the Federal Arbitration Act (9 U.S.C. §§ 1-16) ("FAA") governs the interpretation and enforcement of the Arbitration Agreement in Section 9.2 and preempts all state laws to the fullest extent permitted by law.

You agree to submit to the exclusive personal jurisdiction of the courts of the Cayman Islands for any actions for which we retain the right to seek injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights.

**9.2 Arbitration**

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM USD.AI FOUNDATION.

This Section 9.2 (the "Arbitration Agreement") applies to and governs any dispute, controversy, or claim between you and USD.AI Foundation that arises out of or relates to, directly or indirectly: (i) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (ii) access to or use of the Service; (iii) any transactions through, by, or using the Service or Protocol; or (iv) any other aspect of your relationship or transactions with USD.AI Foundation (collectively, "Claims"). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your agreement to these Terms.

If you are a new USD.AI user, you can reject and opt-out of this Arbitration Agreement within 30 days of accepting these Terms by emailing USD.AI Foundation at <hello@usd.ai> with your first and last name and stating your intent to opt-out of the Arbitration Agreement. Opting out of this Arbitration Agreement does not affect any other part of these Terms.

For any Claim, you agree to first contact us at <hello@usd.ai> and attempt to resolve the dispute with us informally. In the unlikely event that USD.AI Foundation has not been able to resolve a Claim after sixty (60) days, we each agree to resolve any Claim exclusively through binding arbitration by AAA before a single arbitrator (the "Arbitrator"), under the Expedited Procedures then in effect for AAA (the "Rules"), except as provided herein. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement shall control.

The arbitration will be conducted in the U.S. county where you live or in New York, New York, unless you and USD.AI Foundation agree otherwise. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator may include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses.

Nothing in this Section shall be deemed as preventing USD.AI Foundation from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our intellectual property rights; or preventing you from asserting claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.

**9.3 Class Action/Jury Trial Waiver**

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS.

YOU AND USD.AI FOUNDATION AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USD.AI USERS.

YOU AND USD.AI FOUNDATION FURTHER AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND USD.AI FOUNDATION ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

#### 10. General

**10.1 Entire Agreement**

These Terms constitute the entire agreement between you and USD.AI Foundation regarding the use of the Service, superseding any prior agreements between you and USD.AI Foundation relating to your use of the Service.

**10.2 Waiver and Severability**

The failure of USD.AI Foundation to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.

**10.3 Assignment**

You may not assign or transfer these Terms or any rights hereunder without the prior written consent of USD.AI Foundation. USD.AI Foundation may assign these Terms without restriction.

**10.4 Notices**

Any notices or other communications provided by USD.AI Foundation under these Terms will be given by posting to the Service or by email to the address associated with your account. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

**10.5 Contact Information**

If you have any questions about these Terms, please contact us at:

USD.AI Foundation\
PO Box 10061\
George Town Financial Center\
90 Fort Street, Suite 306\
Grand Cayman, KY1-1001\
Cayman Islands

Email: <hello@usd.ai>


