These Terms of Service ("Terms") govern your access to and use of the website located at gpuloans.com (the "Site") and any related services provided through the Site (collectively, the "Services"). The Site and Services are operated by USD.AI Foundation, a Cayman Islands foundation company ("Foundation," "we," "us," or "our").

By accessing or using the Site or Services, you agree to be bound by these Terms. If you do not agree to these Terms, do not access or use the Site or Services.

1. DESCRIPTION OF SERVICES

   The Site provides information about GPU-backed financing arrangements facilitated through the USD.AI Protocol. The Services include intake, due diligence coordination, structuring support, and ongoing servicing for such financing arrangements.

   GPU Loans is a service brand operated by the Foundation. The Foundation is not a bank, licensed lender, broker-dealer, or investment adviser. The Foundation does not provide loans directly. Rather, the Foundation facilitates access to the USD.AI Protocol, a decentralized structured credit protocol through which users may post collateral and draw liquidity.

2. ELIGIBILITY

   The Services are available only to businesses and individuals who can form legally binding contracts under applicable law. By using the Services, you represent and warrant that:

   • You are at least 18 years of age;
   • If acting on behalf of a business entity, you have the authority to bind that entity to these Terms;
   • You are not located in, or a resident of, any jurisdiction where the Services would be prohibited by applicable law;
   • You are not subject to economic sanctions or designated on any prohibited party list maintained by any governmental authority; and
   • Your use of the Services will comply with all applicable laws and regulations.
3. NO OFFER; NO COMMITMENT

   Nothing on the Site or in any communication from the Foundation or its service providers constitutes an offer to provide financing, a commitment to provide financing, or investment advice. All financing arrangements are subject to satisfactory completion of due diligence, execution of definitive documentation, and availability of protocol liquidity. Any term sheets, indicative terms, or other preliminary materials provided through the Services are non-binding and for discussion purposes only unless and until definitive agreements are executed by all parties.

4. RELATIONSHIP WITH USD.AI PROTOCOL

   The USD.AI Protocol is a decentralized protocol operating on public blockchain infrastructure. The Foundation facilitates access to the Protocol but does not control the Protocol's smart contracts or guarantee their performance. Your interaction with the Protocol is governed by the Protocol's terms and the smart contract code.

   You acknowledge and agree that:

   • Blockchain-based systems involve inherent risks, including smart contract vulnerabilities, network congestion, and market volatility;
   • The Foundation is not responsible for the operation, security, or performance of the Protocol;
   • Draws from the Protocol are denominated in USDC or other stablecoins, which may fluctuate in value relative to fiat currencies; and
   • You are solely responsible for understanding and evaluating the risks associated with your use of the Protocol.
5. USER OBLIGATIONS

   In connection with your use of the Services, you agree to:

   • Provide accurate, complete, and current information as requested;
   • Promptly update any information that becomes inaccurate or incomplete;
   • Cooperate with all due diligence and know-your-customer (KYC) procedures;
   • Comply with all applicable laws and regulations, including anti-money laundering and sanctions laws;
   • Not use the Services for any unlawful purpose or in violation of these Terms; and
   • Not attempt to circumvent any security measures or access controls.

   Users seeking financing through the USD.AI Protocol and GPU Loans may need to create a separate special purpose legal entity ("SPV") for the purpose of holding collateral and transacting with the Protocol.

   By accepting these Terms and utilizing the Protocol, each User (and any SPV established for the purpose of holding collateral) represents, warrants, and covenants as follows:

   Acknowledgment of Lender Reliance on SPV Structure:

   User acknowledges that:

   • Lenders and liquidity providers to the Protocol are relying on the bankruptcy-remote status of any SPV established to hold collateral
   • Such reliance is a material inducement to lenders' provision of funds
   • User is entering into this financing arrangement with the intent that the SPV will remain bankruptcy remote from User and User's other affiliates

   True Sale:

   To the extent User transfers any assets (including but not limited to GPU equipment, tokenized warehouse receipts, or other collateral) to an SPV:

   • Such transfer constitutes an absolute sale and transfer of all right, title, and interest in such assets
   • User has transferred all economic risk of ownership to the SPV
   • The transfer is not intended as, and shall not be recharacterized as, a secured financing, loan, or pledge by User to the SPV

   Separateness Covenants:

   User shall cause any SPV to:

   • Maintain separate books, records, and accounts from User and all affiliates
   • Hold itself out to the public as a separate legal entity
   • Maintain separate bank accounts and not commingle funds with User or affiliates
   • Observe all organizational formalities including maintaining an Independent Manager (where applicable)
   • Not guarantee or become liable for obligations of User or any affiliate
   • File separate tax returns (or be included in consolidated returns with appropriate notation of separate existence)

   No Petition Covenant:

   User covenants that it shall not, directly or indirectly:

   • File, or cause to be filed, any bankruptcy, insolvency, or similar petition against any SPV
   • Take any action with intent to hinder, delay, or defraud creditors of any SPV
   • Prior to the expiration of one (1) year and one (1) day after payment in full of all obligations secured by the SPV's assets, commence or support any involuntary bankruptcy proceeding against the SPV
6. INTELLECTUAL PROPERTY

   The Site and its contents, including text, graphics, logos, images, and software, are the property of the Foundation or its licensors and are protected by copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, or create derivative works from any content on the Site without our prior written consent.

   "GPU Loans" and "USD.AI" are trademarks of the Foundation. You may not use these marks without our prior written consent.

7. DISCLAIMERS

   THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

   THE FOUNDATION DOES NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. THE FOUNDATION DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION PROVIDED THROUGH THE SITE OR SERVICES.

   THE FOUNDATION IS NOT A FIDUCIARY WITH RESPECT TO ANY USER. NOTHING IN THESE TERMS OR ON THE SITE CREATES A FIDUCIARY RELATIONSHIP BETWEEN THE FOUNDATION AND ANY USER.

8. LIMITATION OF LIABILITY

   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE FOUNDATION, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

   THE FOUNDATION'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SITE OR SERVICES SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).

9. INDEMNIFICATION

   You agree to indemnify, defend, and hold harmless the Foundation and its directors, officers, employees, agents, and service providers from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Site or Services; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; or (d) your violation of any rights of a third party.

10. GOVERNING LAW AND DISPUTE RESOLUTION

    These Terms shall be governed by and construed in accordance with the laws of the Cayman Islands, without regard to its conflict of laws principles.

    Any dispute arising out of or relating to these Terms or your use of the Site or Services shall be resolved exclusively in the courts of the Cayman Islands, and you consent to the personal jurisdiction of such courts.

    Notwithstanding the foregoing, the Foundation may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

11. MODIFICATIONS

    The Foundation reserves the right to modify these Terms at any time. If we make material changes, we will update the "Last Updated" date at the top of these Terms and, where appropriate, provide additional notice. Your continued use of the Site or Services after any modification constitutes your acceptance of the modified Terms.

12. GENERAL PROVISIONS

    Entire Agreement.

    These Terms, together with any applicable Customer Services Agreement and Protocol terms, constitute the entire agreement between you and the Foundation regarding the subject matter hereof.

    Severability.

    If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

    Waiver.

    The Foundation's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

    Assignment.

    You may not assign these Terms or any rights hereunder without the Foundation's prior written consent. The Foundation may assign these Terms without restriction.

    No Third-Party Beneficiaries.

    These Terms do not create any third-party beneficiary rights.

13. 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