> For the complete documentation index, see [llms.txt](https://docs.usd.ai/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://docs.usd.ai/terms-of-service/usd.ai-terms-of-service.md).

# USD.AI Terms of Service

*Last Modified: June 4, 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, lenders, participants, assignees, transferees 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 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, draw liquidity from the Protocol after executing relevant transaction documents and successful completion of specified conditions precedent;

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

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

For purposes of these Terms, the following capitalized terms have the meanings set forth below. Unless the context otherwise requires, words importing the singular include the plural and vice versa, references to any gender include all genders, and references to “persons” include natural persons, entities, DAOs, smart contracts, and any other participants in the Protocol. Headings are for convenience only and do not affect the interpretation of these Terms. Any reference to an action taken or prohibited includes such action whether taken directly or indirectly, including through automated means, smart contract interactions, or protocol-level operations.

“Agent” means GPU Finance Ltd., a BVI business company and wholly owned
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subsidiary of USD.AI Foundation, acting in the dual capacity of (a) administrative agent,
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responsible for the day-to-day administration, servicing, and coordination of each loan
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series originated through the Protocol on behalf of the lenders, including the receipt and
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application of payments, the maintenance of the Lender Register, the direction of
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enforcement actions upon the occurrence and during the continuation of an event of
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default, and the exercise of such other powers and duties as are delegated to the
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administrative agent under the applicable loan agreement, and (b) collateral agent of
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record for the secured parties, responsible for holding, perfecting, maintaining,
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protecting, and enforcing the security interests and liens granted by borrowers and their
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parent entities in favor of the secured parties in and upon all collateral, including physical
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GPU servers and related equipment, deposit accounts, equity interests in borrower
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entities, assigned rights under master services agreements, and all other collateral
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described in the applicable loan documents. Agent exercises enforcement rights
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programmatically through the Protocol’s smart contracts and, where required, through
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applicable offchain legal process, including judicial and non-judicial foreclosure, the
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exercise of rights under deposit account control agreements or the foreign-jurisdiction
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equivalent thereof, the enforcement of equity pledges, the enforcement of guaranty
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agreements, and the pursuit of all other remedies available to a secured lender under
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applicable law, in each case subject to the terms and conditions of the applicable loan
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agreement and loan documents. Any reference in these Terms to the “administrative
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agent” or “collateral agent” shall include Agent in such capacity.

“Depositor NFT” means, with respect to each loan series originated through the Protocol,
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a non-fungible token minted as a function of the execution of such loan through the
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Protocol that constitutes the digital representation of the loans and participations in such
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loans under the applicable loan agreement with respect to such series.

“Digital Currency” means only those particular digital currencies listed as available on the Service from time to time. 

“Lender NFT” means, with respect to each loan series originated through the Protocol, a non-fungible token minted as a function of the execution of any assignment or transfer through the Protocol that constitutes the digital representation of any lender’s or transferee’s rights under the applicable loan agreement with respect to such series.

“Loan NFT” means, with respect to each loan series originated through the Protocol, a non-fungible token minted as a function of the execution of such loan through the Protocol that constitutes the digital representation of any portion of the collateral for such series or any rights therein or thereto or to any proceeds thereof and any amounts paid or payable by the applicable borrower in relation thereto.

“NFTs” means each Loan NFT, each Lender NFT, and each Depositor NFT.

“On-Chain Record” means the verifiable transaction record on the applicable blockchain evidencing, among other things, (a) the transfer of Digital Currency in relation to the financing of collateral assets by borrowers, (b) the rights of lenders as pledgees of assets represented by Digital Currency, (c) the rights of lenders to receive required payments on applicable payment dates, (d) the pledge by borrowers of collateral to secure payment and performance of obligations as embodied by the Loan NFTs, (e) the transfer of Digital Currency or cash by borrowers to lenders in satisfaction of obligations, (f) the transfer of funds into and out of applicable accounts on any date and any application of such funds, (g) any declaration of any event of default and related termination of rights to transfer, assign, or pledge Loan NFTs, (h) the remaining obligations payable to lenders, (i) any transfers, assignments, or pledges of Loan NFTs prior to the burning thereof upon payment in full and satisfaction of obligations, (j) the transfer of lender interests to participants by way of transfer of Depositor NFTs, (k) the transfer of lender interests to transferees by way of transfer of Lender NFTs, (l) the mint, redemption, burn, or destruction of any NFTs, and (m) the rights of each participant under any Depositor NFT, including the right to receive distributions and payments.

“USDai” is a synthetic dollar token issued by the Protocol.

“sUSDai” is the yield-bearing staked version of USDai. Yield on sUSDai is generated
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indirectly through interest payments and other amounts paid by borrowers under the
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applicable loan agreements originated through the Protocol, which loans are
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collateralized by physical AI infrastructure assets, including GPU servers and related
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equipment. Such borrower payments flow through the Protocol and accrue, on a pro rata
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basis, to the Depositor NFTs held in the sUSDai vault. The Depositor NFT is the
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exclusive onchain mechanism through which depositors to sUSDai receive yield,
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distributions, and any enforcement proceeds attributable to Protocol loan transactions.
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Yield is not guaranteed and is dependent upon the timely payment by borrowers of
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interest and principal under the applicable loan agreements; any failure by a borrower to
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make required payments, any event of default, or any decline in the value or
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recoverability of the underlying collateral may reduce or eliminate the yield otherwise
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payable to sUSDai holders.

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;

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

(i) Any Digital Currency deposited or transferred by you through the Service is not directly or indirectly derived from any activity that would violate any applicable law, including anti-money laundering, counter-terrorist financing, or sanctions laws, and you are the lawful owner of all Digital Currency you deposit or transfer;

(j) You are not acting as a nominee, agent, or intermediary for any person or entity that would be prohibited from using the Service under these Terms or under any applicable law, rule, or regulation;

(k) You are not using any virtual private network, proxy service, or other means to disguise or misrepresent your location, identity, or eligibility to access the Service;

(l) You have obtained all necessary governmental, regulatory, and other approvals, licenses, and registrations required in connection with your use of the Service, and will maintain such approvals, licenses, and registrations in full force and effect throughout your use of the Service; and

(m) You acknowledge and agree that USD.AI Foundation does not provide investment advice, tax advice, legal advice, or any other professional advice, and that no communication from USD.AI Foundation or its representatives shall be construed as such advice.

The representations and warranties set forth in this Section 1.4 shall be deemed repeated by you on each occasion you access or use the Service. You agree to promptly notify USD.AI Foundation in writing if any representation or warranty set forth herein becomes untrue, inaccurate, or misleading in any respect.

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; (xiii) attempting to manipulate or exploit the Protocol, including through flash loan attacks, oracle manipulation, or other exploit mechanisms; (xiv) attempting to circumvent or evade any identity verification, know-your-customer, anti-money laundering, or sanctions screening procedures implemented by USD.AI Foundation or any service provider; or (xv) reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code, object code, or underlying structure, ideas, know-how, or algorithms of the Service or the Protocol. Any violation of the foregoing prohibited activities shall constitute a material breach of these Terms and shall entitle USD.AI Foundation, in its sole discretion, to immediately terminate your access to the Service without notice or liability. USD.AI Foundation reserves the right to report any suspected violations of law to applicable regulatory authorities and to cooperate with such authorities in connection with any investigation or prosecution thereof, without notice to you.

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. Without limiting the foregoing, USD.AI Foundation reserves the right, in its sole and absolute discretion and without liability to any User, to modify the Protocol at any time, including changes to fee structures, reward rates, yield parameters, supported Digital Currency, collateral requirements, or any other Protocol parameter. Any such modification may affect the value of your tokens, the yield generated, or your ability to access certain features. 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. If any law, regulation, or governmental order makes the Protocol or the Service illegal, impractical, or inadvisable in any jurisdiction, USD.AI Foundation may immediately suspend or terminate Service to Users in such jurisdiction without notice or liability. Upon termination for any reason or no reason, you continue to be bound by these Terms, including Sections 6, 7, 8, 9, and 10.

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. Without limiting the foregoing, USD.AI Foundation shall have no obligation to act as a mediator, arbitrator, or intermediary between Users or between you and any borrower, depositor, or other Protocol participant, and you hereby irrevocably waive and release any claim against USD.AI Foundation, the Protocol, and their respective officers, directors, employees, and agents arising from or relating to any dispute with any other User or Protocol participant.

1.8 NFTs; On-Chain Records; Smart Accounts; Registry

The Protocol utilizes NFTs to create digital representations of loans, collateral, lender rights, and participation interests originated through the Service. Users acknowledge and agree that the minting, transfer, freeze, burn, and retirement of NFTs on the Protocol are governed by the applicable loan documents and smart contracts, and that such actions are recorded on the applicable blockchain as part of the On-Chain Record. EACH USER ACKNOWLEDGES AND AGREES THAT NEITHER USD.AI FOUNDATION, THE PROTOCOL, NOR ANY AGENT ACTING UNDER THE PROTOCOL SHALL HAVE ANY FIDUCIARY DUTY, ADVISORY OBLIGATION, OR OTHER IMPLIED DUTY OF ANY KIND TO ANY USER, LENDER, PARTICIPANT, TRANSFEREE, OR OTHER HOLDER OF ANY NFT IN CONNECTION WITH THE MINTING, TRANSFER, CUSTODY, FREEZE, BURN, RETIREMENT, OR ANY OTHER ACTION RELATING TO ANY NFT OR THE ON-CHAIN RECORD, EXCEPT AS EXPRESSLY SET FORTH IN THE APPLICABLE LOAN DOCUMENTS.

(a) Minting Process. Upon the execution of a loan through the Protocol and the purchase of collateral assets by the applicable borrower, the Protocol shall cause a Loan NFT to be minted, which Loan NFT shall represent such collateral, the pledge thereof for the benefit of the secured parties, and the rights of the holder thereof as a lender or participant, as applicable. Loan NFTs shall serve as a digital representation and record of the specific collateral subject to the pledge thereof and security interest therein granted to the secured parties and of the rights of the holders thereof to receive payments in respect of the applicable obligations. Upon a participant’s deposit of Digital Currency to fund or otherwise contribute to a loan, a Depositor NFT shall be minted on the Protocol pursuant to the applicable depositor contract to reflect such participant’s pro rata interest in the loan and the rights of such participant under the applicable loan agreement, including the right to receive distributions and payments. Lender NFTs shall be minted and recorded on the On-Chain Record in connection with any assignment or transfer of lender interests through the Protocol. The Loan NFTs shall be held, transferred, or otherwise managed in accordance with the terms of the applicable loan documents by or at the direction of the applicable administrative agent, and the Protocol shall cause the On-Chain Record to properly reflect the existence and status of such Loan NFT at all times.

(b) Smart Accounts and On-Chain Tracking. Borrowers utilizing the Protocol shall maintain smart account wallets (“Smart Accounts”) solely for purposes of making payments required under the applicable loan documents. The performance of payment obligations shall be recorded and tracked via the Protocol and the On-Chain Record. To the extent any payment information is recorded on the On-Chain Record, such record shall (absent manifest error) constitute determinative evidence of payment status. USD.AI Foundation, the Protocol, and any administrative agent acting under the Protocol shall have no liability to any User, lender, participant, transferee, or other person for damages of any kind, including direct or indirect, special, punitive, incidental, or consequential damages, costs, losses, or expenses (whether in tort, contract, or otherwise and whether at law or in equity), for any error in, delay of, or discrepancy in any On-Chain Record, payment status, or determination made by the Protocol, except to the extent resulting from such party’s gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and non-appealable basis.

(c) Maintenance of Loan NFTs and On-Chain Record. The Protocol shall facilitate the minting and burning of any Loan NFT such that the outstanding Loan NFTs properly reflect all of the collateral pledged by borrowers, and shall update the On-Chain Record to reflect all filings, registrations, recordings, security interests, and other matters necessary to create, maintain, perfect, preserve, validate, or otherwise protect the interests of lenders in the collateral and the secured parties’ perfected liens thereon.

(d) NFT Freeze; Custody, Disposition and Retirement. Upon the occurrence and during the continuation of any event of default with respect to any loan series originated through the Protocol, the applicable Loan NFT shall, without further action by any person, be deemed automatically “frozen” on the Protocol. During any such freeze, the Loan NFT may not be transferred, pledged, or otherwise encumbered except as directed by the applicable administrative agent. The administrative agent (for the benefit of the secured parties) shall have the exclusive right during any event of default to maintain custody and control of the Loan NFT, direct that the Loan NFT be transferred to a designated digital wallet, and take all actions on-chain or off-chain necessary to evidence, protect, and enforce the liens on, and the agent’s control over, the Loan NFT and the related collateral. Following any foreclosure, sale, or other disposition of all or any portion of the collateral, the Loan NFT shall, at the administrative agent’s election, be permanently retired or destroyed promptly after the consummation of such disposition.

(e) Permanent Retirement and Burning. Following the release of collateral in connection with a termination of the applicable loan agreement other than as a result of an event of default, the applicable borrower may elect to have the relevant NFTs permanently retired, destroyed, or burned, and the administrative agent shall reasonably cooperate to implement such election at the borrower’s expense. Similarly, following full performance and satisfaction and payment in full of all obligations under an applicable loan agreement, the applicable borrower may elect to have the relevant Loan NFTs permanently retired, destroyed, or burned, and the administrative agent shall reasonably cooperate to implement such election at the borrower’s expense.

(f) Assignments and Transfers. A lender may, with the consent of the applicable administrative agent (such consent not to be unreasonably withheld or delayed), transfer or assign all or a portion of its rights and obligations with respect to any loan series to one or more eligible transferees. Any such permitted transfer or assignment shall be accomplished by delivery of the Lender NFT recorded on the On-Chain Record, and the applicable administrative agent shall record delivery thereof and consummation of any such permitted transfer or assignment in the On-Chain Record. Upon such recording, the transferee shall be deemed to have the same rights, benefits, and obligations as a lender under the applicable loan documents with respect to the transferred portion. No assignment shall relieve the assigning lender of its obligations under the applicable loan documents unless such assignment covers all of such lender’s remaining rights and obligations thereunder. USD.AI Foundation and the Protocol shall have no liability whatsoever for any loss, claim, or damage arising from any assignment or transfer of a Lender NFT, including any dispute between the assigning lender and the transferee, and neither USD.AI Foundation nor the Protocol shall be required to verify the identity, authority, or eligibility of any transferee.

(g) Participations. Lenders may at any time sell participations in all or any part of their rights and obligations under the applicable loan documents to one or more participants without the prior written consent of any borrower or other person. Each participant’s interest in any loan series shall be reflected in a Depositor NFT. In the event of any such sale of a participation, (i) such lender’s obligations under the applicable loan agreement shall remain unchanged, (ii) such lender shall remain solely responsible for the performance thereof, and (iii) borrowers and the applicable administrative agent shall continue to deal solely and directly with such lender in connection with such lender’s rights and obligations. USD.AI Foundation and the Protocol shall have no obligation to verify, monitor, or enforce the terms of any participation arrangement and shall have no liability whatsoever to any participant, lender, borrower, or other person in connection with any participation, including any failure by a lender to remit distributions or payments to a participant.

(h) Registers. The applicable administrative agent shall maintain, via the On-Chain Record, a register for the recordation of the names and addresses of the lenders and the loan and obligations allocated to and owing to such administrative agent from time to time with respect to each loan series (the “Lender Register”) and (i) with respect to each Series, the portion of the applicable loan for such series funded by each lender on the applicable funding date or later received by such lender via permitted transfer, assignment or participation, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable borrower to each applicable lender or participant hereunder with respect to each series, (iii) the amount of any sum received by the applicable agent thereunder for the account of applicable lenders and applicable participants and the portion thereof payable to each applicable lender and applicable participant on any applicable payment date with respect to each series, and (iv) the amount of remaining required payments payable to each applicable lender and applicable participant on subsequent payment dates with respect to each Series. Each lender that sells a participation shall maintain a register on which it enters the name and address of each participant and the aggregate principal balance of each participant’s interest in any series (the “Participant Register”). The entries in the Lender Register and the Participant Register shall be conclusive and binding for all purposes, absent manifest error. USD.AI Foundation and the Protocol shall have no responsibility for maintaining any Participant Register. The foregoing is intended to cause each loan, and any assignments and participations thereof, to be in “registered form” as defined in Sections 163(f), 871(h)(2), and 881(c)(2) of the U.S. Internal Revenue Code.

(i) Independent Credit Decision; No Reliance. Each lender, participant, and transferee holding or acquiring any interest in any NFT acknowledges and agrees that (i) it has, independently and without reliance upon USD.AI Foundation, the Protocol, the applicable administrative agent, or any other lender, participant, or transferee, and based on such documents, information, and analyses as it has deemed appropriate, made its own independent credit analysis, appraisal of, and investigation into the business, operations, property, financial and other condition, and creditworthiness of the applicable borrower and the collateral, and its own independent assessment of the applicable loan documents and the transactions contemplated thereby, and made its own decision to acquire such interest, and (ii) it will, independently and without reliance upon USD.AI Foundation, the Protocol, the applicable administrative agent, or any other lender, participant, or transferee, and based on such documents, information, and analyses as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon the applicable loan documents, any related agreement, or any document furnished thereunder. Neither USD.AI Foundation, the Protocol, nor any administrative agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any lender, participant, or transferee with any credit or other information with respect to the business, operations, property, financial or other condition, or creditworthiness of any borrower or the value of any collateral.

(j) Taxes; Responsibility of Lenders and Participants. Each lender, participant, and transferee holding or acquiring any interest in any NFT shall be solely responsible for the determination and assessment of any and all taxes, levies, imposts, duties, deductions, or withholdings (including backup withholdings), assessments, fees, or other charges imposed by any governmental authority (“Taxes”), including any interest, additions to tax, or penalties applicable thereto, that may be imposed on or with respect to any payments or distributions received or receivable by such lender, participant, or transferee under or in connection with the applicable loan documents or the Protocol. Without limiting the foregoing, each lender, participant, and transferee shall (i) timely deliver to the applicable administrative agent and any applicable withholding agent such properly completed and executed tax documentation (including IRS Forms W-9, W-8BEN, W-8BEN-E, W-8ECI, W-8IMY, or any successor forms, as applicable) as may be reasonably required to establish an exemption from or reduction of withholding tax and to enable the applicable withholding agent to determine whether or not such lender, participant, or transferee is subject to backup withholding or information reporting requirements, (ii) promptly update such documentation if any form or certification previously delivered expires or becomes obsolete or inaccurate in any respect, and (iii) comply with all applicable tax laws and regulations in connection with its acquisition, holding, transfer, or disposition of any NFT. USD.AI Foundation, the Protocol, and any administrative agent acting under the Protocol shall have no liability whatsoever to any lender, participant, transferee, or other person for any Taxes imposed on or with respect to any payments or distributions, and no obligation to gross up, indemnify, or otherwise hold harmless any lender, participant, or transferee for any Taxes, except to the extent expressly set forth in the applicable loan documents.

(k) Agent Exculpation and Limitation of Liability. Neither USD.AI Foundation, the Protocol, any administrative agent, nor any of their respective officers, directors, managers, members, equity owners, employees, attorneys, or agents shall be liable to any lender, participant, transferee, or other person for any action lawfully taken or omitted by them in connection with the Protocol, any loan, any NFT, or the On-Chain Record; provided that the foregoing shall not prevent any such party from being liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and non-appealable basis. Without limiting the foregoing, (i) neither USD.AI Foundation nor the Protocol shall be responsible to any lender, participant, or transferee for any recitals, statements, representations, or warranties made by any borrower in any loan document or for the execution, effectiveness, genuineness, validity, enforceability, collectability, or sufficiency of any loan document, (ii) neither USD.AI Foundation nor the Protocol shall be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of any loan document or the financial condition of any borrower, or the existence or possible existence of any default or event of default, and (iii) neither USD.AI Foundation nor the Protocol shall have any obligation to assure that any collateral exists or is owned by any borrower or is cared for, protected, or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected, enforced, or maintained or are entitled to any particular priority.

(l) Indemnification by Lenders and Participants. Each lender and participant, severally and not jointly, agrees to indemnify, defend, and hold harmless USD.AI Foundation, the Protocol, and any administrative agent acting under the Protocol, and their respective officers, directors, managers, members, equity owners, employees, attorneys, and agents (to the extent not reimbursed by any borrower and without limiting any obligation of any borrower to do so), ratably according to such lender’s or participant’s respective pro rata share of the applicable outstanding obligations (or, if indemnification is sought after the date upon which such obligations shall have been paid in full, ratably in accordance with such lender’s or participant’s pro rata share immediately prior to such date), from and against any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever which may be imposed on, incurred by, or asserted against USD.AI Foundation, the Protocol, or any administrative agent in any way relating to or arising out of the Protocol, any loan document, any NFT, or any action taken or omitted under the Protocol or any loan document; provided that no lender or participant shall be liable for any portion of such amounts to the extent resulting from the gross negligence or willful misconduct of USD.AI Foundation, the Protocol, or the applicable administrative agent, as determined by a court of competent jurisdiction on a final and non-appealable basis. The obligations of lenders and participants under this subsection shall survive the termination of these Terms and any payment in full of the applicable obligations.

(m) No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated by the applicable loan documents (including in connection with any amendment, waiver, or other modification thereof), each User, lender, participant, and transferee acknowledges and agrees that: (i) the services provided by USD.AI Foundation, the Protocol, and any administrative agent are arm’s-length commercial transactions, and no fiduciary, advisory, or agency relationship exists between any of them and any User, lender, participant, transferee, borrower, or any of their respective affiliates; (ii) each User, lender, participant, and transferee has consulted its own legal, accounting, regulatory, and tax advisors to the extent it has deemed appropriate, and is capable of evaluating, and understands and accepts, the terms, risks, and conditions of the transactions contemplated hereby; and (iii) USD.AI Foundation, the Protocol, and any administrative agent may each be engaged in a broad range of transactions that involve interests that differ from those of any User, lender, participant, transferee, or borrower, and none of USD.AI Foundation, the Protocol, or any administrative agent has any obligation to disclose any of such interests. To the fullest extent permitted by law, each User, lender, participant, and transferee hereby waives and releases any claims that it may have against USD.AI Foundation, the Protocol, and any administrative agent with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated by the applicable loan documents or these Terms.

1.10 Enforcement

In addition to the onchain actions described in the foregoing, upon the occurrence and
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continuation of an event of default under any applicable loan series, Agent is granted
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authority by the lenders party to the applicable loan agreement to exercise any and all
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rights, options, and remedies available to a secured party under the applicable loan
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agreement and loan documents, applicable law, and equity, against the applicable credit
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parties to the loan, including without limitation:

(i) accelerating the applicable loan and declaring all outstanding obligations immediately
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due and payable, without presentment, demand, protest, or further notice of any kind, all
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of which are expressly waived by the applicable borrower under the applicable loan
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agreement;

(ii) exercising foreclosure and other secured-party remedies with respect to all collateral,
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including the physical GPU servers and related equipment, all deposit accounts, all
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contract rights, all accounts receivable, all general intangibles, all investment property,
\
and any other collateral subject to the applicable security interests, whether by public or
\
private sale (with or without judicial process), strict foreclosure, collection, or any other
\
method permitted under applicable law, including the right to (A) realize upon, take
\
possession of, and sell any collateral, (B) exercise all rights and powers with respect to
\
the collateral as the borrower might exercise, (C) collect and send notices regarding the
\
collateral, (D) enter any premises at which collateral is located or dispose of collateral on
\
such premises, and (E) require that collateral be assembled and made available to Agent
\
at any place designated by Agent;

(iii) enforcing any applicable colocation provider master lien services agreement waiver
\
and assignment to (A) gain physical access to the relevant data center facility or facilities,
\
subject to the colocation provider’s reasonable security and access protocols, to inspect,
\
disconnect, take possession of, remove, and transport the applicable GPU servers and
\
related collateral, (B) assume the applicable master services agreement or other data
\
center contract in place with the applicable credit party or parent thereof for continuation
\
of services by delivering an assumption notice to the applicable colocation provider,
\
thereby succeeding to the borrower’s position under such agreement, and (C) exercise
\
any and all rights and remedies available under such lien waiver and assignment,
\
including directing the colocation provider to perform its obligations directly to or as
\
directed by Agent, collecting any payments, credits, or refunds due thereunder, and
\
commencing and prosecuting legal proceedings to enforce the terms of such agreement;

(iv) foreclosing on the equity interests in the applicable special purpose vehicle borrower
\
held by the parent entity thereof pursuant to the applicable parent pledge agreement,
\
including (A) exercising all voting, consent, and other governance rights attached to such
\
equity interests, (B) electing, removing, and replacing the managers, directors, or other
\
members of the governing body of the borrower, thereby assuming control of the
\
borrower’s management, governing board, and day-to-day operations, (C) receiving all
\
dividends, distributions, and other amounts payable in respect of such equity interests,
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(D) transferring, registering, or re-registering such equity interests in the name of Agent
\
or its nominee, (E) selling all or any portion of such equity interests at one or more public
\
or private sales, and (F) taking any other action Agent deems necessary to protect and
\
enforce its rights under the applicable pledge agreement, such that Agent effectively steps
\
into the shoes of the parent, gains control of the borrower entity, and directs the
\
operations and affairs of the borrower for the benefit of the secured parties;

(v) enforcing Agent’s rights with respect to the applicable borrower’s deposit accounts,
\
collection accounts, reserve accounts, and any other bank accounts, including (A)
\
delivering notices of exclusive control (or the equivalent thereof) to the depository bank
\
or financial institution holding such accounts pursuant to the applicable deposit account
\
control agreement or the foreign-jurisdiction equivalent thereof, (B) directing the
\
disposition of all funds on deposit therein, (C) applying all amounts on deposit to satisfy
\
the outstanding obligations, and (D) with respect to borrower accounts maintained in
\
foreign jurisdictions, exercising equivalent rights to assume control of deposit accounts
\
under the laws of such jurisdictions, including under the Monetary Authority of
\
Singapore regime for accounts in Singapore, the Japanese Civil Code and related banking
\
regulations for accounts in Japan, the Personal Property Securities Act 2009 (Cth) for
\
accounts in Australia, the Financial Collateral Arrangements (No 2) Regulations 2003
\
and related English law for accounts in the United Kingdom, and the Swedish Pledge of
\
Receivables Act (Lag om skuldebrev, SFS 1936:81) and related Swedish law for
\
accounts in Sweden;

(vi) enforcing all rights and obligations under any limited guaranty agreement or other
\
guaranty or credit support delivered by the parent entity or any other guarantor in
\
connection with the applicable loan series, including demanding and collecting payment
\
of all guaranteed obligations, exercising rights of setoff, and pursuing any and all
\
remedies available under such guaranty agreement, including commencing legal
\
proceedings against the guarantor for payment of the guaranteed obligations;

(vii) exercising Agent’s irrevocable power of attorney granted by the borrower under the
\
applicable loan agreement, including endorsing instruments, directing payors, executing
\
financing statements, and taking any other action necessary to protect and realize upon
\
Agent’s lien in the collateral;

(viii) applying for and having a receiver appointed by a court of competent jurisdiction to
\
manage, protect, and preserve the collateral and continue the operation of the borrower’s
\
business, and to collect all revenues and profits thereof and apply the same to the
\
payment of the obligations;

(ix) exercising all rights of setoff, applying any and all deposits and other obligations at
\
any time owing by any secured party to or for the credit of the borrower against the
\
outstanding obligations; and

(x) taking any and all other actions granted to Agent as a secured lender under the
\
Uniform Commercial Code (as in effect in the State of New York or any other applicable
\
U.S. jurisdiction) (the “UCC”), the Personal Property Security Act (Canada) (“PPSA”),
\
the Movable Property (Security Interest) Act 2017 of Singapore, the Act on Perfection of
\
Security Interests in Movable Property (Doosan Tanpo Ho) and the Japanese Civil Code,
\
the Personal Property Securities Act 2009 (Cth) (Australia), the Law of Property Act
\
1925 and the Financial Collateral Arrangements (No 2) Regulations 2003 (United
\
Kingdom), the Swedish Commercial Pledge Act (Lag om företagshypotek, SFS
\
2008:990) and related Swedish secured transactions law, the BVI Business Companies
\
Act 2004 and related BVI law, the French Civil Code (Code civil) provisions governing
\
security interests (nantissement and gage) and the Ordonnance No. 2006-346 of March
\
23, 2006, and the equivalent secured transactions and personal property security
\
legislation of any and all other jurisdictions in which GPU Finance Ltd. has extended a
\
loan to a borrower or in which any collateral is located or any credit party is organized,
\
in each case of the foregoing clauses (i) through (x) subject to the terms and conditions of
\
the applicable loan agreement and all related loan documents, certificates, and
\
agreements executed in connection therewith.

Following the consummation of any such offchain enforcement action, Agent shall cause
\
the net proceeds thereof (after deduction of all reasonable costs, fees, and expenses of
\
enforcement, including reasonable attorneys’ fees) to be deposited onchain to the sUSDai
\
vault for distribution to Depositor NFT holders in accordance with the applicable
\
waterfall provisions, and shall cause the applicable Loan NFT to be permanently burned
\
on the Protocol upon completion of payment in full of the applicable obligations,
\
reflecting the final resolution of such loan series on the On-Chain Record. Agent will use
\
commercially reasonable efforts to ensure that the On-Chain Record is promptly updated
\
to reflect all material enforcement events to evidence the foregoing repayment after such
\
events occur. The enumeration of any rights and remedies herein is not intended to be
\
exhaustive, and all rights and remedies of Agent described herein are cumulative and not
\
alternative to or exclusive of any other rights or remedies which Agent may otherwise
\
have under the applicable loan documents, at law, or in equity.

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 gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and non-appealable basis. You acknowledge and agree that such third-party service providers are independent contractors, that USD.AI Foundation does not control and is not responsible for the services provided by such third parties, and that your sole recourse for any claim arising from the acts or omissions of any such service provider shall be against such service provider directly.

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. USD.AI Foundation has no duty to monitor, curate, verify, or update any third-party content, and makes no representations or warranties with respect to the accuracy, reliability, completeness, or timeliness of any third-party content. 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, the Protocol, and their respective officers, directors, employees, and agents from any and all liability arising from your use of any third-party website, service, or content, including any loss of Digital Currency, tokens, or other assets resulting therefrom.

6\. Indemnity

You agree to defend, indemnify and hold harmless USD.AI Foundation, the Protocol, and their respective successors, assigns, directors, officers, managers, members, equity owners, employees, contractors, agents, licensors, service providers, and affiliates (collectively, the “Indemnified Parties”), from and against any and all claims, demands, actions, suits, proceedings, investigations, damages, obligations, losses, liabilities, penalties, fines, costs, debts, and expenses of any kind (including but not limited to reasonable attorney’s fees, expert witness fees, court costs, and costs of investigation and enforcement) arising from or relating to: (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, including any anti-money laundering, counter-terrorist financing, or sanctions law; (v) any content that is submitted via your account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct or negligence; (vii) any other party’s access and use of the Service with your credentials, including any unauthorized access resulting from your failure to safeguard your private keys, wallet credentials, or account information; (viii) any regulatory investigation, enforcement action, subpoena, civil investigative demand, or proceeding initiated by any governmental authority arising from or relating to your use of the Service or your violation of applicable law; (ix) any claim by any third party arising from your interactions with borrowers, depositors, or other Protocol participants; or (x) any tax liability, penalty, or assessment imposed on any Indemnified Party as a result of your failure to comply with applicable tax laws or to provide required tax documentation.

USD.AI Foundation shall have the right, in its sole discretion, to assume exclusive control of the defense of any matter subject to indemnification by you, including the selection of counsel, and you agree to cooperate fully with USD.AI Foundation in asserting any available defenses. You shall not settle any claim against any Indemnified Party without USD.AI Foundation’s prior written consent, which may be withheld in its sole discretion. Your indemnification obligations under this Section 6 shall survive the termination of these Terms and any cessation of your use of the Service.

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, THE PROTOCOL, AND THEIR RESPECTIVE AFFILIATES, LICENSORS, AND SERVICE PROVIDERS 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. USD.AI FOUNDATION MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE CREDITWORTHINESS, FINANCIAL CONDITION, OR PERFORMANCE OF ANY BORROWER, THE VALUE, EXISTENCE, CONDITION, OR SUFFICIENCY OF ANY COLLATERAL, THE ENFORCEABILITY OR COLLECTABILITY OF ANY LOAN, THE ACCURACY OF ANY YIELD ESTIMATE OR PROJECTION, OR THE SUITABILITY OF ANY INVESTMENT MADE THROUGH THE PROTOCOL. NO REPRESENTATION OR WARRANTY IS MADE THAT USDAI WILL MAINTAIN A STABLE VALUE OR ANY PARTICULAR EXCHANGE RATE WITH ANY FIAT CURRENCY OR DIGITAL CURRENCY.

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, the Protocol, and their respective affiliates, successors, assigns, directors, officers, managers, members, equity owners, employees, agents, and representatives related to any of the risks set forth in these Terms; (iv) USD.AI Foundation assumes absolutely no responsibility whatsoever in respect of any underlying software protocols, whether Forked or not; (v) you are solely responsible for the security and safekeeping of your private keys, wallet credentials, seed phrases, and passwords, and USD.AI Foundation shall bear no liability for any loss or theft of Digital Currency, tokens, or other assets resulting from your failure to properly secure such credentials; and (vi) transactions on the blockchain are irreversible, and USD.AI Foundation has no ability to reverse, cancel, or modify any transaction executed through the Protocol.

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 Protocol:

(a) Collateral and Loan Repayment Risk. The Protocol’s yield is derived primarily from loans collateralized by physical assets, including GPUs and other AI infrastructure equipment. TYou acknowledge and agree that the following material risks, among others, are inherent in the Protocol’s loan transactions and could result in partial or total loss of your deposited funds, reductions in yield, or reductions in the value of USDai or sUSDai.

Borrower Default Risk. A borrower may fail to make required interest or principal payments when due under the applicable loan agreement. Borrower payments and any enforcement proceeds flow to sUSDai holders exclusively through the Depositor NFT mechanism described in Section 1.8, and any failure by a borrower to make timely payments will directly reduce or eliminate the yield otherwise payable to depositors. There can be no assurance that any borrower will continue to generate sufficient revenue from its operations, including under any offtake agreement or customer term contract, to satisfy its payment obligations.

Bankruptcy and Automatic Stay Risk. Despite each borrower being structured as a bankruptcy-remote special purpose vehicle with an independent director or manager, a borrower or its parent entity may nonetheless file for protection under applicable bankruptcy, insolvency, or debtor relief laws. Upon the commencement of any such proceeding, the automatic stay provisions of the U.S. Bankruptcy Code (11 U.S.C. § 362) or analogous provisions under foreign insolvency laws may prevent or delay Agent from exercising its enforcement remedies, including foreclosing on collateral, directing the disposition of deposit accounts, or collecting amounts owed. The length and outcome of any such proceeding is uncertain, and the collateral and the secured parties’ claims may be subject to impairment, cramdown, avoidance, or subordination.

Payment Diversion Risk. A borrower may, in breach of its contractual obligations, redirect payments received under an offtake agreement, customer term contract, or other revenue-generating agreement to a bank account or digital wallet not subject to Agent’s control or security interest, thereby depriving the secured parties of collections to which they are entitled. While the applicable loan agreement requires borrowers to direct all collections to a designated collection account subject to Agent’s control, there can be no assurance that a borrower will comply with such requirements.

Collateral Liquidation and Recovery Risk. In the event of a foreclosure or other disposition of collateral, the net proceeds realized may be insufficient to repay in full the amounts owed to lenders, participants, Depositor NFT holders, or sUSDai holders. Collateral liquidation may take significant time, particularly for specialized AI infrastructure equipment for which there may be limited secondary markets, and enforcement costs (including legal fees, receiver fees, and remarketing expenses) will reduce the net recovery available for distribution to depositors.

Tax Risk. Changes in tax laws, regulations, or interpretations in any applicable jurisdiction may adversely affect the tax treatment of loan transactions, payments, or distributions under the Protocol, and may result in the imposition of withholding taxes, additional tax liabilities, or other charges that reduce the net yield payable to depositors. Each depositor is solely responsible for determining and satisfying its own tax obligations.

Timing and Enforcement Delay Risk. Even where Agent has valid and perfected security interests in the collateral, the enforcement of such security interests may be delayed, contested, or otherwise impeded by legal proceedings, cross-border jurisdictional issues, stays imposed by courts, the rights of third parties (including colocation providers, landlords, and governmental authorities), or the practical difficulties of locating, repossessing, and liquidating physical assets located in multiple jurisdictions. There can be no assurance as to the timing or ultimate success of any enforcement action.

Underwriting and Credit Risk. The creditworthiness and financial condition of borrowers are assessed at the time of loan origination, but may deteriorate over time due to changes in the borrower’s business, market conditions, competition, operational disruptions, loss of key customers, or other factors. Neither USD.AI Foundation nor Agent makes any representation or warranty regarding the creditworthiness of any borrower or the adequacy of the underwriting process.

Upon an event of default, Agent shall pursue enforcement as described in Section 1.10; however, there is no guarantee that the net proceeds of any such enforcement will be sufficient to repay in full the amounts owed to lenders, participants, Depositor NFT holders, or sUSDai holders. BY DEPOSITING FUNDS INTO THE PROTOCOL OR ACQUIRING USDAI OR SUSDAI, YOU ACKNOWLEDGE AND ACCEPT ALL OF THE FOREGOING RISKS AND AGREE THAT NEITHER USD.AI FOUNDATION, THE PROTOCOL, NOR AGENT SHALL HAVE ANY LIABILITY TO YOU FOR ANY LOSSES ARISING FROM THE REALIZATION OF ANY SUCH RISKS, EXCEPT TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PARTY AS DETERMINED BY A COURT OF COMPETENT JURISDICTION ON A FINAL AND NON-APPEALABLE BASIS.

(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 and Enforceability 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. In addition, the enforceability of the loan documents, security interests, and related agreements underlying the Protocol’s loan transactions may be affected by changes in applicable law, regulatory action, adverse court decisions, or defects in documentation. Cross-border loans involve additional legal complexity,
\
including potential conflicts of laws, differences in creditor rights regimes, and uncertainties in the recognition and enforcement of security interests and judgments across jurisdictions.

(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.

(i) Governance and Protocol Upgrade Risk. The Protocol may be subject to governance decisions, protocol upgrades, migrations, or parameter changes that could affect the operation of the Protocol, the terms of outstanding loans, the value of tokens, or your ability to access certain features. USD.AI Foundation shall have no liability for any losses arising from any such governance decision, protocol upgrade, migration, or parameter change.

(j) Sanctions and Regulatory Freeze Risk. USD.AI Foundation may be required by applicable law, regulation, or governmental order to freeze, restrict, or terminate your access to the Service or to freeze, seize, or restrict any Digital Currency, tokens, or other assets associated with your account or wallet. You acknowledge and agree that USD.AI Foundation shall have no liability for any losses arising from any such action taken in compliance with or in response to applicable law, regulation, or governmental order. In addition, an offtaker, customer, or other counterparty to a borrower may become subject to economic sanctions, trade restrictions, or other prohibitions under the laws of the
\
United States, the European Union, the United Kingdom, or any other applicable jurisdiction, which could prevent or prohibit such counterparty from making payments to the borrower, and a borrower or its affiliates may themselves become subject to sanctions or regulatory restrictions that impede the borrower’s ability to perform its obligations under the applicable loan agreement, any of which could reduce or eliminate yield payable to depositors.

(k) Technology and Infrastructure Risk. The Protocol depends on hardware, software, network, and other technology infrastructure that may experience failure, interruption, degradation, or obsolescence. The physical AI infrastructure assets serving as collateral may suffer damage, depreciation, technological obsolescence, or reduced market demand any of which could reduce the value of the collateral below the outstanding obligations secured thereby. USD.AI Foundation makes no warranty regarding the continued operability, market value, or technological relevance of any such assets and no assurance can be given that collateral values will be maintained at or above the levels assessed at the time of loan origination.

(l) No Securities Representation. NOTHING IN THESE TERMS, ON THE SERVICE, OR IN ANY MATERIALS PROVIDED BY OR ON BEHALF OF USD.AI FOUNDATION (COLLECTIVELY, “FOUNDATION MATERIALS”) SHALL BE CONSTRUED AS (A) AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY SECURITIES, INVESTMENT CONTRACTS, OR OTHER FINANCIAL INSTRUMENTS IN ANY JURISDICTION; (B) AN OFFER OR SOLICITATION TO INVEST IN, PURCHASE, OR OTHERWISE ACQUIRE ANY SECURITY, TOKEN, OR DIGITAL ASSET AS AN INVESTMENT; OR (C) A PROSPECTUS, OFFERING MEMORANDUM, OR ANY FORM OF OFFERING DOCUMENT UNDER APPLICABLE SECURITIES LAWS.

USDAI, SUSDAI, AND ANY NFTs OR OTHER DIGITAL ASSETS MADE AVAILABLE THROUGH THE SERVICE (COLLECTIVELY, “PROTOCOL TOKENS”) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH APPLICABLE EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS. NO REGULATORY AUTHORITY, INCLUDING THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, HAS REVIEWED, APPROVED, OR DISAPPROVED OF THE PROTOCOL TOKENS, NOR HAS ANY SUCH AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THESE TERMS OR ANY FOUNDATION MATERIALS.

THE PROTOCOL TOKENS ARE NOT INTENDED TO CONSTITUTE SECURITIES, INVESTMENT CONTRACTS, OR ANY OTHER FORM OF REGULATED FINANCIAL INSTRUMENT IN ANY JURISDICTION. USD.AI FOUNDATION MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT ANY PROTOCOL TOKEN CONSTITUTES OR DOES NOT CONSTITUTE A SECURITY, INVESTMENT CONTRACT, OR OTHER FINANCIAL INSTRUMENT UNDER THE LAWS OF ANY JURISDICTION, INCLUDING UNDER THE TEST SET FORTH IN SEC V. W\.J. HOWEY CO. OR ANY ANALOGOUS FOREIGN LEGAL STANDARD. THE CLASSIFICATION OF ANY PROTOCOL TOKEN MAY VARY BY JURISDICTION, AND APPLICABLE LAW MAY CHANGE OVER TIME.

THE PROTOCOL TOKENS ARE INTENDED TO FUNCTION SOLELY AS UTILITY TOKENS WITHIN THE PROTOCOL AND ARE NOT DESIGNED OR INTENDED TO REPRESENT (I) ANY EQUITY, DEBT, OR OTHER OWNERSHIP INTEREST IN USD.AI FOUNDATION OR ANY AFFILIATED ENTITY; (II) ANY ENTITLEMENT TO DIVIDENDS, DISTRIBUTIONS, OR OTHER INCOME FROM USD.AI FOUNDATION OR ANY AFFILIATED ENTITY; (III) ANY RIGHT TO PARTICIPATE IN THE PROFITS, LOSSES, OR GOVERNANCE OF USD.AI FOUNDATION; OR (IV) ANY EXPECTATION OF PROFIT DERIVED FROM THE ENTREPRENEURIAL OR MANAGERIAL EFFORTS OF USD.AI FOUNDATION OR ANY THIRD PARTY.

NOTHING IN THESE TERMS OR IN ANY FOUNDATION MATERIALS SHALL BE CONSTRUED AS INVESTMENT, LEGAL, FINANCIAL, TAX, OR OTHER PROFESSIONAL ADVICE. USD.AI FOUNDATION DOES NOT RECOMMEND THAT ANY PROTOCOL TOKEN BE PURCHASED, SOLD, EARNED, OR HELD BY ANY PERSON FOR INVESTMENT PURPOSES. YOU SHOULD CONSULT YOUR OWN LEGAL, FINANCIAL, TAX, AND OTHER PROFESSIONAL ADVISORS BEFORE ENGAGING WITH THE PROTOCOL OR ACQUIRING ANY PROTOCOL TOKENS.

YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER YOUR PARTICIPATION IN THE PROTOCOL, YOUR ACQUISITION, HOLDING, OR DISPOSITION OF ANY PROTOCOL TOKENS, AND ANY OTHER ACTION TAKEN IN CONNECTION WITH THE SERVICE COMPLIES WITH ALL APPLICABLE LAWS, INCLUDING APPLICABLE SECURITIES, COMMODITIES, TAX, AND OTHER REGULATORY REQUIREMENTS IN YOUR JURISDICTION OF RESIDENCE AND IN ANY OTHER JURISDICTION IN WHICH YOU MAY BE SUBJECT TO REGULATION. USD.AI FOUNDATION SHALL NOT BE LIABLE FOR ANY LOSSES, DAMAGES, OR PENALTIES ARISING FROM YOUR FAILURE TO COMPLY WITH APPLICABLE LAW.

8\. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL USD.AI FOUNDATION, THE PROTOCOL, OR ANY OF THEIR RESPECTIVE AFFILIATES, SUCCESSORS, ASSIGNS, AGENTS, DIRECTORS, OFFICERS, MANAGERS, MEMBERS, EQUITY OWNERS, EMPLOYEES, ATTORNEYS, SERVICE PROVIDERS, OR LICENSORS (COLLECTIVELY, THE “PROTECTED PARTIES”) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, DIGITAL CURRENCY, TOKENS, OR OTHER INTANGIBLE LOSSES OR DIGITAL ASSETS, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICE, THE PROTOCOL, ANY NFT, OR ANY ON-CHAIN RECORD, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY PROTECTED PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROTECTED PARTIES ASSUME 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; (viii) ANY LOSS OF YOUR DIGITAL CURRENCY, TOKENS, NFTS, OR OTHER ASSETS, WHETHER RESULTING FROM HACKING, SMART CONTRACT EXPLOIT, ORACLE FAILURE, PROTOCOL MALFUNCTION, USER ERROR, OR OTHERWISE; (ix) ANY LOSSES ARISING FROM YOUR FAILURE TO PROPERLY SECURE YOUR PRIVATE KEYS, WALLET CREDENTIALS, SEED PHRASES, OR PASSWORDS; (x) ANY LOSSES RESULTING FROM ANY FORK, UPGRADE, MIGRATION, OR OTHER CHANGE TO ANY BLOCKCHAIN NETWORK OR THE PROTOCOL; OR (xi) ANY ACTION TAKEN BY USD.AI FOUNDATION IN COMPLIANCE WITH OR IN RESPONSE TO ANY APPLICABLE LAW, REGULATION, GOVERNMENTAL ORDER, SUBPOENA, OR LEGAL PROCESS.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ALL PROTECTED PARTIES TO YOU FOR ALL CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, EXCEED THE LESSER OF (A) THE AMOUNT ACTUALLY PAID BY YOU TO USD.AI FOUNDATION IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE APPLICABLE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS ($100.00). THIS AGGREGATE CAP APPLIES TO ALL CLAIMS IN THE AGGREGATE AND NOT ON A PER-CLAIM BASIS.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF STATUTORY DUTY, OR ANY OTHER BASIS, EVEN IF ANY PROTECTED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

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, or to enforce any provision of these Terms relating to your obligations, representations, or warranties hereunder. You agree that USD.AI Foundation shall be entitled to seek temporary restraining orders, preliminary injunctions, and permanent injunctive relief in any court of competent jurisdiction, without the necessity of posting any bond or other security and without the need to prove actual damages or irreparable harm, in the event of any actual or threatened breach of these Terms by you.

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.

In any arbitration, litigation, or other proceeding to enforce any right or remedy under these Terms or to interpret any provision of these Terms, USD.AI Foundation shall be entitled to recover its reasonable attorney’s fees, costs, and expenses (including expert witness fees and costs of investigation) from you if USD.AI Foundation prevails on the merits of such proceeding.

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, and no waiver shall be effective unless in writing and signed by an authorized representative of USD.AI Foundation. No single or partial exercise of any right or remedy by USD.AI Foundation shall preclude any other or further exercise thereof or the exercise of any other right or remedy. If any provision of these Terms is found by an arbitrator or court of competent jurisdiction to be invalid, illegal, or unenforceable, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision to the maximum extent permitted by applicable law, and the other provisions of these Terms remain in full force and effect.&#x20;

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 Force Majeure

USD.AI Foundation shall not be liable for any delay or failure to perform any obligation under these Terms if such delay or failure results from any cause beyond USD.AI Foundation’s reasonable control, including but not limited to acts of God, fire, flood, earthquake, pandemic, epidemic, war, terrorism, civil unrest, government actions or orders, sanctions, embargoes, regulatory changes, blockchain network failures or congestion, smart contract exploits or vulnerabilities (unless resulting from USD.AI Foundation’s gross negligence or willful misconduct), oracle failures, distributed denial-of-service attacks, cyberattacks, failures of third-party service providers or infrastructure, power outages, internet service disruptions, changes to applicable law or regulation, or any other event beyond USD.AI Foundation’s reasonable control. During any such event, USD.AI Foundation’s obligations under these Terms shall be suspended to the extent affected, and USD.AI Foundation shall not be required to provide any alternative performance.

10.5 No Partnership or Joint Venture

Nothing in these Terms shall be construed to create any partnership, joint venture, agency, franchise, or employment relationship between you and USD.AI Foundation. You have no authority to bind USD.AI Foundation or to make any representation or warranty on behalf of USD.AI Foundation. These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms, except for the Indemnified Parties and Protected Parties expressly referenced herein, each of whom is an intended third-party beneficiary of the applicable provisions of these Terms.

10.6 Survival

The following provisions shall survive the termination or expiration of these Terms for any reason: Sections 1.4 (User Representations and Warranties), 1.8 (NFTs; On-Chain Records; Smart Accounts; Registry), 2 (Our Proprietary Rights), 6 (Indemnity), 7 (No Warranty and Disclaimers; Assumption of Risk), 8 (Limitation of Liability), 9 (Governing Law, Arbitration, and Class Action/Jury Trial Waiver), and 10 (General), and any other provisions of these Terms that by their nature should survive termination.

10.7 Cumulative Remedies; No Exclusive Remedy

All rights and remedies of USD.AI Foundation under these Terms are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law, in equity, or otherwise. No remedy conferred upon USD.AI Foundation by these Terms is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given under these Terms or now or hereafter existing at law, in equity, by statute, or otherwise.

10.8 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.

10.9 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


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