Legal
Master Legal Agreement & Compliance Framework.
Institutional & Bank-Grade Edition (Version 3.4) – Incorporating Master Terms & Conditions, Tiered Monthly Target Yield Structure (15%–25% Per Month), Principal Redemption & 35% Early Withdrawal Penalty Framework, 30-Day Distribution Cycle, Acceptable Use Policy, On-Chain KYT Framework, Risk Disclosure (Annex I), and Execution Schedule (Schedule 1).
Document control & summary specifications
| Parameter | Specification / Legal Standard |
|---|---|
| Governing Law & Jurisdiction | British Virgin Islands (BVI) |
| Dispute Resolution & Litigation | Confidential Arbitration seated in the BVI; English language; Single Arbitrator; Strict Class Action Waiver |
| Restricted Jurisdictions | United States, Canada, People's Republic of China, Russian Federation, Sanctioned Territories |
| Legal Nature of Offer | Commercial Infrastructure Lease & Computing Allocation (No Securities / No CIS / No Fiduciary Duty) |
| Target Yield Range (Indicative) | 15% to 25% Monthly Range (Per Month) based on selected package tier and lease commitment duration (Non-binding commercial objective; not guaranteed) |
| Revenue Distribution & Account Balance Withdrawals | Credited to User Dashboard Account Balance upon completion of each 30-day period; withdrawable within 5 day period without yield deduction; up to 5 business days processing time due to banking/payment gateway schedules |
| Principal Withdrawal & Early Redemption Penalty | Penalty-free withdrawal permitted after 30 days from initial deposit and once every 30 days thereafter within 5 days; withdrawals at any other time incur a 35% Early Withdrawal Penalty and yield deduction; up to 5 business days processing time |
| Payment & Wallet Address Allocation | Dynamically Generated & Provided Exclusively inside the Authenticated User Dashboard / Personal Cabinet |
| Compliance & Regulatory Standards | KYC/AML/CTF, KYT On-Chain Screening, CRS/FATCA Tax Reporting, BVI Data Protection Act 2021 |
Important legal notice
These Master Terms and Conditions, together with the Risk Disclosure and Regulatory Compliance Framework (Annex I) and Execution Schedule (Schedule 1), constitute a legally binding contract (collectively, the "Agreement") between Node Union Data Solutions (BVI) Ltd (including its affiliates, operating entities, and successors, collectively referred to as the "Company", "we", or "us") and each individual or legal entity accessing, registering on, or using the Platform (hereinafter, the "User", "you", or "your").
By accessing the Platform, opening an account, completing KYC/AML/KYT verification, transferring funds or digital assets, purchasing AI Computing Capacity, or otherwise engaging with any Services provided by the Company, the User irrevocably acknowledges, accepts, and agrees to be bound by all terms, conditions, policies, and risk disclosures set forth herein.
Part A — Master Terms and Conditions
Section 1 — Definitions
1.1 "Account Balance" means the accrued, withdrawable balance of revenue distributions and funds displayed inside the User's authenticated User Dashboard / Personal Cabinet.
1.2 "AI Computing Capacity" means computational resources, processing power, memory, storage, networking, and associated infrastructure allocated through graphics processing units (GPUs), tensor processing units (TPUs), central processing units (CPUs), and related hardware infrastructure managed or operated by the Company.
1.3 "Clean Digital Assets" means cryptocurrencies or tokens that have undergone transaction screening and are verified to have no provenance or historical connection to mixers, sanctioned wallets, darknet markets, or illicit financial activities.
1.4 "Platform" means the web applications, APIs, interfaces, infrastructure, and digital ecosystem operated by Node Union Data Solutions (BVI) Ltd.
1.5 "Principal" / "Deposit Body" means the initial capital commitment, deposit, or funding amount transferred by the User to acquire or lease AI Computing Capacity on the Platform.
1.6 "Restricted Jurisdiction" includes, without limitation, the United States of America, Canada, the People's Republic of China, the Russian Federation, and any country or territory subject to comprehensive financial or trade sanctions imposed by OFAC, the UN, the EU, or the UK, as well as any other jurisdiction designated by the Company from time to time.
1.7 "Services" means all services made available by the Company on or through the Platform, including the allocation, leasing, or utilization of AI Computing Capacity and associated revenue distribution mechanisms.
1.8 "Target Yield" means a non-binding, indicative monthly commercial objective range of 15% to 25% per month communicated by the Company regarding potential revenue distributions, which varies based on the selected package tier and commitment duration, and does not constitute a guarantee, promise, or financial return.
1.9 "User Dashboard" / "Personal Cabinet" means the secure, individual, authenticated online portal provided by the Company to each User for managing account settings, viewing computing allocations, accessing assigned payment wallet addresses, and submitting distribution or redemption requests.
Section 2 — Interpretation
2.1 These Terms shall be interpreted to maximize enforceability under the applicable laws of the British Virgin Islands. Headings are inserted for convenience of reference only and shall not affect the construction or legal interpretation of this Agreement.
Section 3 — Scope
3.1 This Agreement governs all aspects of User interaction with the Platform, including account creation, KYC/AML/KYT verification, purchase and allocation of AI Computing Capacity, fiat and digital asset payment processing, revenue distributions, principal redemptions, and all ancillary Platform services.
Section 4 — Eligibility
4.1 By accessing the Services, the User represents and warrants that they:
- Are of legal age and capacity to enter into a binding contract in their jurisdiction of residence;
- Are not located in, organized under the laws of, or a resident of any Restricted Jurisdiction;
- Are not an individual or entity named on any government sanctions or designated persons list; and
- Provide accurate, truthful, and complete onboarding and identity verification information.
Section 5 — Acceptance
5.1 Electronic acceptance checkboxes, cryptographic wallet signatures, authenticated account logins, API transmissions, or comparable electronic evidence shall constitute valid, legally binding execution of these Terms.
Section 6 — Corporate Status and Operational Strategy
6.1 The Company acts as an infrastructure manager and operator. The Company may acquire, manage, lease, operate, upgrade, and replace computational infrastructure and may outsource operational, data center, maintenance, and technical functions to qualified third-party contractors at its sole discretion.
Section 7 — Nature of AI Computing Capacity, No Securities & No Fiduciary Duty
7.1 Contractual Right of Access: The purchase or allocation of AI Computing Capacity represents a contractual right to access and utilize computational resources. Unless expressly agreed in a separate, duly signed written instrument, the acquisition of AI Computing Capacity does not convey, transfer, or vest in the User any legal, beneficial, or equitable ownership of physical hardware, servers, data center facilities, or corporate equity of the Company.
7.2 No Securities or Investment Contract Classification: The User explicitly acknowledges and agrees that:
- AI Computing Capacity, Target Yields, and associated revenue distribution mechanisms do NOT constitute securities, collective investment schemes, mutual funds, deposit-taking instruments, or investment contracts under the BVI Securities and Investment Business Act (SIBA), the U.S. Securities Act of 1933 (or the Howey Test), EU MiCA regulations, or any other applicable financial services legislation;
- The User is entering into a commercial infrastructure leasing and computing utilization agreement, and any revenue distributed by the Company represents payment for the commercial exploitation of allocated computational processing power rather than a dividend, interest payment, or return on passive capital;
- The Company is not registered, licensed, or supervised as a financial institution, investment advisor, broker-dealer, or collective investment fund manager in any jurisdiction.
7.3 No Fiduciary Duty or Trust Relationship: The Company operates strictly as an independent contractor and commercial counterparty. Nothing in this Agreement, nor the receipt of User funds or payment of revenue distributions, shall create or imply any partnership, joint venture, agency, trust, or fiduciary relationship between the Company and the User. No funds, digital assets, or infrastructure balances held by the Company shall be deemed trust property or subject to any fiduciary obligation.
Section 8 — Account Registration, Source of Funds & CRS/FATCA Tax Exchange
8.1 To use the Services, Users must register an account and complete all required due diligence procedures. The Company reserves the right to require government-issued identity documents, proof of residential address, source-of-funds and wealth documentation, and enhanced due diligence (EDD) materials prior to activating any account or processing any transaction.
8.2 Automatic Tax Exchange (CRS & FATCA): In accordance with the British Virgin Islands' statutory obligations under the Common Reporting Standard (CRS) and the U.S. Foreign Account Tax Compliance Act (FATCA), the User explicitly acknowledges and agrees that the Company may be legally obligated to report account holdings, computing capacity valuations, and revenue distributions to the BVI Inland Revenue Department. The BVI authorities may automatically exchange such tax information with the tax authorities of the User's jurisdiction of tax residence.
Section 9 — KYC / AML / CTF / KYT On-Chain Monitoring & Clean Wallet Warranty
9.1 The Company maintains a robust Anti-Money Laundering (AML) and Counter-Terrorist Financing (CTF) program. The Company may conduct sanctions screening, Politically Exposed Person (PEP) screening, adverse media investigations, and transaction monitoring. The Company reserves the right to suspend account functions, block transactions, or freeze disbursements pending completion of compliance verification to the Company's satisfaction.
9.2 On-Chain KYT Screening & Anti-Mixing Warranty: The User warrants and represents that all digital assets transferred to the Platform consist strictly of Clean Digital Assets. The User expressly covenants that no funds shall originate from, pass through, or be associated with cryptocurrency mixing services (including Tornado Cash, Blender, or similar protocols), darknet markets, illicit ransomware wallets, or non-compliant/sanctioned exchanges.
9.3 Right to Freeze Illicit Assets: The Company deploys institutional Know-Your-Transaction (KYT) blockchain analytical tools (such as Chainalysis, Elliptic, or equivalent providers). If an incoming transaction generates a high risk-score or triggers illicit provenance alerts, the Company reserves the absolute right to freeze the transaction, reject account activation, report the wallet address to international financial intelligence units, and forfeit the associated funds without any refund or liability to the User.
Section 10 — Restricted Jurisdictions & Sanctions
10.1 The Services are explicitly not offered, marketed, or made available to persons or entities located in, incorporated in, or otherwise subject to the jurisdiction of the United States, Canada, the People's Republic of China, the Russian Federation, or any other jurisdiction designated by the Company. Any attempt to circumvent geographical restrictions through virtual private networks (VPNs), proxy servers, or false declarations shall result in immediate account termination and forfeiture of eligibility for Services.
Section 11 — Export Control & Dual-Use Compliance
11.1 Semiconductor and AI Hardware Export Laws: The User acknowledges that the high-performance computing hardware (including advanced GPUs and TPUs) utilized to deliver AI Computing Capacity is subject to international export controls, dual-use technology restrictions, and semiconductor trade regulations, including those administered by the U.S. Department of Commerce (Export Administration Regulations / EAR), the European Union, and relevant international bodies.
11.2 User Restrictions: The User strictly covenants that it shall not, directly or indirectly, resell, sub-lease, transfer, export, re-export, or make available any AI Computing Capacity, model inference, or computational workloads to any individual, entity, or military organization located in a Restricted Jurisdiction or subject to international sanctions. Any suspected violation of dual-use export controls will result in immediate termination of Services and disclosure to international regulatory authorities.
Section 12 — Purchase of AI Computing Capacity & Dynamic Wallet Allocation
12.1 Users may acquire AI Computing Capacity by submitting a purchase order through the Platform and completing payment in approved currencies. Payments may be accepted in USDT, Bitcoin (BTC), Ethereum (ETH), other supported cryptocurrencies designated by the Company, or approved fiat currency payment channels.
12.2 Individual Dashboard Wallet Allocation (No Static Global Address): The User acknowledges and agrees that the Company does not publish, embed, or utilize any static, general, or global payment wallet address within this Agreement or on public web pages. To protect against phishing and intermediary fraud, each investor/User is assigned an individual, unique, cryptographically generated deposit wallet address provided exclusively within their authenticated User Dashboard (Personal Cabinet) after successful KYC/AML verification. The User is solely responsible for verifying the payment address inside their secure User Dashboard prior to initiating any transaction.
12.3 Blockchain Irreversibility: The User acknowledges that blockchain transactions are inherently irreversible. The User assumes all operational, network, and security risks associated with digital asset transactions, including but not limited to erroneous wallet addresses, network congestion, gas fee fluctuations, protocol forks, and smart contract vulnerabilities.
Section 13 — Capital Commitment Redemption, Principal Withdrawal & Early Termination Penalty
13.1 Penalty-Free Principal Withdrawal Windows: Withdrawal of the User's initial capital commitment or principal allocation (hereinafter, the "Principal" or "Deposit Body") without any penalty, fee, or administrative deduction is permitted exclusively upon the expiration of thirty (30) calendar days from the date of initial deposit/funding, and subsequently at recurring thirty (30) calendar day intervals thereafter (e.g., on day 30, day 60, day 90, etc.). The User shall have a five (5) calendar day window following each thirty (30) day period expiration (e.g., from day 30 to day 35, from day 60 to day 65, etc.) during which the Principal may be withdrawn without incurring any penalty or loss of accumulated dividends.
13.2 Early Principal Withdrawal Penalty (35% Fee): If a User initiates a request to withdraw or redeem their Principal at any other time outside of the authorized penalty-free thirty (30) day interval windows plus the additional five (5) day withdrawal period, such early redemption shall be subject to a mandatory Early Withdrawal / Termination Penalty equal to thirty-five percent (35%) of the total Principal amount requested. The Company shall deduct the 35% penalty at source to cover immediate infrastructure decommissioning, hardware re-allocation, and administrative settlement costs, and shall disburse the remaining sixty-five percent (65%) to the User.
13.3 Principal Withdrawal Processing Timeline (Up to 5 Days): Due to payment gateway clearing schedules, banking operational hours, cryptographic wallet security protocols, and liquidity management procedures, the processing and execution of any Principal withdrawal request (whether penalty-free or early/off-cycle) may require up to five (5) business days from the date of formal request submission in the User Dashboard.
13.4 Anti-Chargeback Provision: The User agrees not to initiate any chargeback, dispute, or payment reversal through their bank, credit card issuer, or fiat payment provider for any transaction executed on the Platform. If the User initiates an improper chargeback or payment reversal, the Company reserves the right to:
- Immediately terminate the User's account and revoke all allocated AI Computing Capacity;
- Withhold and forfeit any pending or accrued revenue distributions; and
- Recover from the User all fees, penalties, administrative costs, and legal expenses incurred in disputing the chargeback.
Section 14 — Target Yield Policy (Tiered Monthly Structure: 15%–25% per Month)
14.1 Indicative Monthly Yield Range based on Package and Duration: In connection with the commercial utilization and leasing of AI Computing Capacity, the Company may communicate an indicative monthly Target Yield range of 15% to 25% per month. The applicable monthly Target Yield objective within this range is determined dynamically by the specific computing package tier selected by the User (e.g., standard vs. enterprise-grade GPU clusters) and the contractual duration of the lease commitment (e.g., short-term vs. multi-year infrastructure lock-in periods).
14.2 No Guarantee of Monthly Yield: ANY COMMUNICATED TARGET YIELD (WHETHER AT 15% PER MONTH, 25% PER MONTH, OR ANY INTERMEDIATE TIER) IS AN INTERNAL COMMERCIAL OBJECTIVE ONLY AND DOES NOT CONSTITUTE A GUARANTEED RETURN, FINANCIAL PROMISE, INTEREST RATE, OR DEBT OBLIGATION. The Target Yield may be reduced, suspended, modified, or discontinued at any time due to operational performance, regulatory changes, market demand, hardware efficiency, electricity costs, liquidity constraints, force majeure, or other commercial circumstances.
Section 15 — Revenue Distribution Policy & Account Balance Withdrawals
15.1 Commercial Revenue Generation: Subject to these Terms, applicable laws, and operational feasibility, the Company may distribute revenue generated from the commercial utilization of AI Computing Capacity. Distributions may derive from commercial leasing of AI Computing Capacity, cloud computing services, AI inference and model training services, enterprise computing agreements, infrastructure licensing, managed services, and ancillary lawful commercial activities.
15.2 30-Day Accrual Cycle & Crediting to Account Balance: Any indicative yield or revenue distribution ("%") is calculated and credited directly to the User’s authenticated User Dashboard Account Balance upon the expiration of each thirty (30) day operational period following the activation of the computing package.
15.3 Account Balance Withdrawal & 5-Day Processing Timeline: Funds accrued and credited to the User's Dashboard Account Balance may be requested for withdrawal at any time without restriction or penalty. Upon submission of a valid distribution withdrawal request, the User acknowledges and agrees that the disbursement of funds may take up to five (5) business days due to international banking operation schedules, payment gateway settlement times, blockchain network confirmations, and mandatory AML/KYT security checks.
15.4 Eligibility Prerequisites: No distribution or withdrawal shall be payable or processed unless:
- KYC/AML verification is fully completed and up to date;
- The User remains eligible under Section 4;
- No regulatory, statutory, or sanctions restriction applies;
- Sufficient operational liquidity exists; and
- The User is not in breach of any provision of this Agreement.
15.5 Disbursement Currencies: Approved distributions may be disbursed in USDT, Bitcoin (BTC), Ethereum (ETH), other accepted digital assets, or supported fiat payment channels at the Company's discretion.
Section 16 — Right of Set-Off & Retention
16.1 Without prejudice to any other legal or equitable remedies available to the Company, the Company shall have the absolute right to unilaterally set off, retain, or deduct from any revenue distributions, wallet balances, or amounts payable to the User any liabilities, unpaid fees, chargeback penalties, indemnification obligations, regulatory fines, or damages incurred by the Company as a result of the User's breach of this Agreement, unlawful conduct, or violation of the Acceptable Use Policy.
Section 17 — Fees & Taxes
17.1 The Company reserves the right to charge onboarding, processing, blockchain transaction, payment provider, infrastructure management, administrative, compliance, and legal enforcement fees. Unless explicitly stated otherwise in writing, all fees and schedules are exclusive of applicable taxes, duties, and levies.
17.2 Each User is solely and independently responsible for determining, reporting, and paying all taxes, duties, and assessments arising from their use of the Services, purchase of AI Computing Capacity, and receipt of any distributions. The Company reserves the right to withhold any taxes or levies from distributions where mandated by applicable law or regulatory authorities.
Section 17A — Referral Program
17A.1 The Company may make available a referral program under which eligible Users may receive bonuses or other rewards for qualifying referrals. Participation is optional and is governed by the separate Referral Program Terms available at registering in the Referral Program, which specify the applicable eligibility requirements, qualifying referrals, reward calculation and payment conditions, restrictions, and termination rules. In the event of any conflict, the Referral Program Terms shall prevail solely with respect to the Referral Program.
Section 18 — Acceptable Use Policy (AUP) & Prohibited AI Activities
18.1 Prohibited Computational Uses: Where the User utilizes, directs, or interfaces with AI Computing Capacity or Platform infrastructure, the User strictly agrees that it shall not use such computational resources for any of the following activities:
- Malicious AI Development: Training, fine-tuning, deploying, or hosting generative AI models designed to create autonomous weapons, malware, ransomware, exploit kits, or cyberattack automation tools;
- Illegal Content & Deepfakes: Generating, hosting, or distributing child sexual abuse material (CSAM), non-consensual sexually explicit imagery ("deepfakes"), fraudulent identity spoofs, or content violating intellectual property rights;
- Network Abuse: Launching Distributed Denial-of-Service (DDoS) attacks, brute-force hacking, network scanning, scraping, or sending unsolicited bulk commercial spam;
- Unauthorized Crypto Mining: Utilizing AI Computing Capacity for proof-of-work (PoW) cryptocurrency mining without the Company's express prior written consent;
- Sanctioned Workloads: Processing computational tasks on behalf of any entity or individual subject to international sanctions.
18.2 Enforcement: Any breach of this Acceptable Use Policy shall result in immediate account termination, forfeiture of all allocated computing capacity and pending distributions without compensation, and reporting to relevant law enforcement agencies.
Section 19 — EU AI Act & General Purpose Compute Disclaimer
19.1 Bare Metal / General Purpose Compute Provider: The User acknowledges that the Company acts strictly as a provider of "general purpose compute infrastructure" and bare-metal processing capacity. The Company does not design, train, supervise, curate, or exercise editorial control over any artificial intelligence models, datasets, weights, or software applications deployed by Users or enterprise lessees.
19.2 User Statutory Liability: The User shall bear sole, exclusive legal responsibility for ensuring that any AI models, algorithms, or automated systems operated on the Company's infrastructure comply fully with the European Union Artificial Intelligence Act (EU AI Act), U.S. AI Executive Orders, intellectual property laws, and global data ethics standards. The User shall indemnify the Company against any regulatory penalties, copyright claims, or statutory fines arising from the User's AI workloads.
Section 20 — Service Level (SLA), Scheduled Maintenance & Downtime
20.1 "As Is" and "As Available" Basis: All AI Computing Capacity, cloud interfaces, and Platform Services are provided strictly on an "AS IS" and "AS AVAILABLE" basis without any warranties of uninterrupted availability, zero latency, or 100% network uptime.
20.2 Scheduled and Emergency Maintenance: The Company and its data center operators reserve the right to perform scheduled technical maintenance, hardware upgrades, cooling system overhauls, and emergency repairs. Temporary service interruptions, reduced compute efficiency, or downtime resulting from maintenance, grid power fluctuations, or hardware replacement shall not constitute a breach of this Agreement and shall not entitle the User to any refund, penalty, or indemnity.
Section 21 — API Integration Terms, Rate Limiting & Scraping Ban
21.1 API License and Rate Limiting: Where the Company provides application programming interfaces (APIs) for accessing the Platform, querying capacity metrics, or managing distributions, such API access is subject to strict automated rate limiting. The User agrees not to exceed published API call limits or use automated scripts that degrade server performance.
21.2 Scraping and Reverse Engineering Ban: The User is strictly prohibited from scraping, crawling, reverse engineering, decompiling, or deploying unauthorized spiders or bots against the Platform. The Company reserves the right to revoke API credentials, throttle connections, and blacklist IP addresses without prior warning if automated abuse is detected.
Section 22 — Dormant Accounts & Unclaimed Balances
22.1 Inactivity Threshold: If a User fails to log into their User Dashboard, initiate any transaction, or respond to official compliance communications for a continuous period of twelve (12) months, the User's account shall be classified as a "Dormant Account."
22.2 Dormant Maintenance Fee and Escheatment: The Company reserves the right to deduct a reasonable monthly Dormant Account Maintenance Fee from any accrued revenue distributions or wallet balances of a Dormant Account to cover administrative, compliance, and infrastructure custody costs. If an account remains dormant for thirty-six (36) months and the User cannot be contacted, any unclaimed balances may be forfeited or processed in accordance with applicable abandoned property and escheatment regulations.
Section 23 — Operational Risks & Third-Party Services Disclaimer
23.1 The User acknowledges and accepts all operational and technical risks associated with the Services, including without limitation: hardware failures, supply-chain disruptions, electricity cost volatility, cyberattacks, software defects, cloud outages, blockchain network congestion, digital asset price volatility, regulatory changes, sanctions regimes, natural disasters, and events beyond the Company's reasonable control.
23.2 Third-Party Infrastructure and Gateways: The Company integrates and relies upon third-party payment gateways, fiat banking partners, crypto liquidity providers, KYC/AML verification vendors, cloud hosting services, and external data center facilities. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY EXPLICITLY DISCLAIMS ANY LIABILITY FOR LOSSES, TRANSFER DELAYS, ASSET FREEZES, OR SERVICE OUTAGES CAUSED BY THE INSOLVENCY, BREACH, COMPLIANCE RESTRICTIONS, OR TECHNICAL FAILURE OF ANY THIRD-PARTY PROVIDER OR BANKING GATEWAY.
Section 24 — Limitation of Liability
24.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, LOSS OF PROFIT, LOSS OF REVENUE, BUSINESS INTERRUPTION, LOSS OF DATA, OR MARKET LOSSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE PLATFORM. WHERE LIABILITY CANNOT BE STRICTLY EXCLUDED BY LAW, THE COMPANY'S AGGREGATE LIABILITY TO ANY USER FOR ALL CLAIMS ARISING DURING ANY TWELVE (12) MONTH PERIOD SHALL BE STRICTLY LIMITED TO THE NET FEES ACTUALLY RECEIVED BY THE COMPANY FROM THAT SPECIFIC USER IN THE PRECEDING TWELVE (12) MONTHS.
Section 25 — User Indemnification
25.1 The User agrees to defend, indemnify, and hold harmless the Company, its licensors, service providers, officers, and directors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to:
- The User's breach of these Terms;
- Any unlawful or fraudulent conduct by the User;
- Inaccurate, false, or misleading representations or KYC information;
- Any sanctions, export control, or dual-use violations caused by the User;
- Violation of the Acceptable Use Policy; or
- Non-compliance with the EU AI Act or intellectual property laws in connection with User workloads.
Section 26 — Force Majeure
26.1 The Company shall not be liable or responsible for any failure or delay in fulfilling its obligations, including distribution processing or computing allocation, where such failure or delay is caused by force majeure events. Force majeure events include, without limitation, acts of God, war, riot, terrorism, civil unrest, natural disasters, severe data center failures, grid-scale power outages, government action, sanctions enforcement, or systemic blockchain failures. The Company may suspend services, postpone distributions, or relocate infrastructure while such events continue.
Section 27 — Intellectual Property
27.1 All intellectual property rights in and to the Platform, underlying software, hardware architecture, AI infrastructure, documentation, trade names, trademarks, and related technology remain the sole and exclusive property of the Company or its licensors. Users are granted a limited, non-exclusive, non-transferable, revocable license solely to access and use the Platform in accordance with these Terms.
Section 28 — Data Protection & Privacy
28.1 Compliance with BVI Data Protection Laws: The Company collects, stores, and processes User personal data (including KYC documents, UBO registers, wallet addresses, and IP logs) in compliance with the BVI Data Protection Act, 2021, and applicable data privacy frameworks. The User explicitly consents to the processing and international transfer of their personal data to licensed third-party verification providers, KYC/AML agencies, and banking partners solely for the purpose of regulatory compliance, contract execution, and platform security.
Section 29 — Confidentiality
29.1 Users shall maintain the confidentiality of all proprietary, technical, and commercial information disclosed by the Company and shall use such information exclusively in connection with the Services. The confidentiality obligations set out herein shall survive the termination or expiration of this Agreement.
Section 30 — Suspension of Services
30.1 The Company reserves the right to immediately suspend or restrict a User's access to the Platform, computing allocation, or distributions without prior notice for compliance, AML/CTF/KYT screening, sanctions screening, cybersecurity protection, fraud investigation, or urgent operational reasons.
Section 31 — Termination
31.1 The Company may terminate a User's account and cancel this Agreement immediately upon written notice if the User commits a material breach, fails KYC/AML/KYT verification, becomes subject to sanctions, violates the Acceptable Use Policy, or where required by legal or regulatory orders. Users may request account closure subject to the settlement of all outstanding obligations and operational decommissioning procedures.
Section 32 — Governing Law
32.1 This Agreement, and any dispute, controversy, or claim arising out of or relating to it, shall be governed by, construed, and enforced in accordance with the laws of the British Virgin Islands, without regard to its conflict of law rules.
Section 33 — Dispute Resolution, Confidential Arbitration & Class Action Waiver
33.1 Negotiation and Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall first be subject to good-faith negotiations between the parties for a period of thirty (30) days. If the dispute remains unresolved, it shall be referred to and finally resolved by confidential arbitration seated in the British Virgin Islands. The arbitration shall be conducted in the English language before a single arbitrator appointed in accordance with the applicable BVI arbitration rules. The arbitral award shall be final, binding, and enforceable in any court of competent jurisdiction.
33.2 Strict Class Action and Collective Arbitration Waiver: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE USER IRREVOCABLY WAIVES ANY RIGHT TO COMMENCE, JOIN, OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE PROCEEDING, OR CLASS ARBITRATION AGAINST THE COMPANY. All disputes and claims must be brought and resolved solely on an individual basis, and the arbitrator shall have no authority to consolidate claims of multiple Users.
Section 34 — Miscellaneous
34.1 Entire Agreement: This Agreement, together with Annex I and Schedule 1, constitutes the entire agreement between the parties.
34.2 Severability: If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary, and remaining provisions shall remain in full force.
34.3 No Waiver: No failure or delay by the Company in exercising any right shall operate as a waiver.
34.4 Assignment: Users may not assign their rights or obligations without prior written consent. The Company may freely assign its rights.
34.5 Survival: Sections 1, 2, 7, 8, 9, 11, 13, 16, 18, 19, 21, 22, 23, 24, 25, 27, 28, 29, 32, 33, 34, and all risk disclosures shall survive termination.
34.6 Amendments: The Company reserves the right to amend this Agreement at any time by posting the revised version on the Platform.
Part B — Risk Disclosure and Regulatory Compliance Framework (Annex I)
Comprehensive risk classification matrix
| Risk Domain | Nature of Risk & Commercial Impact | User Responsibility / Mitigation |
|---|---|---|
| Securities Recharacterization | Regulatory agencies may attempt to classify AI computing leases as collective investments or securities. | User acknowledges agreement is a commercial service/lease contract, not a financial security. |
| Monthly Target Yield Range (15%–25% Per Month) | 15%–25% monthly Target Yield range is indicative only and varies by tier/term; zero guaranteed return; distributions subject to commercial demand. | User must independently evaluate suitability; no reliance on promotional forecasts. |
| Early Principal Withdrawal Penalty (35%) | Withdrawing Principal outside the authorized 30-day interval windows triggers a mandatory 35% early redemption fee deducted at source. | User must align liquidity needs with the 30-day penalty-free windows to avoid the 35% early redemption deduction. |
| Withdrawal Settlement & Banking Schedules | Account balance and principal withdrawals require up to 5 business days for settlement due to banking and payment gateway operating schedules. | User acknowledges that instant withdrawals are not guaranteed and must plan cash flows accordingly. |
| On-Chain KYT & Asset Freezes | Cryptocurrency originating from mixers or sanctioned wallets is subject to immediate freeze and forfeiture. | User warrants that all digital assets are Clean Digital Assets with verifiable lawful provenance. |
| CRS / FATCA Tax Exchange | BVI tax authorities automatically exchange User account holdings and distribution data internationally. | User remains strictly responsible for local tax declarations and reporting. |
| Export Controls & Sanctions | AI chips are subject to dual-use export bans; violations trigger immediate account freezing. | Strict adherence to EAR/international semiconductor laws; no transfer to restricted regions. |
| AI Regulations (EU AI Act) | Stringent AI model liability laws apply to generative models and high-risk AI applications. | User assumes full legal responsibility for AI model compliance; Company provides bare compute only. |
| Dormant Account & Escheatment | Accounts inactive for >12 months incur monthly maintenance fees; unclaimed funds may be forfeited. | User must maintain active login or respond to annual compliance notifications. |
1. Purpose and Basis of Disclosure
1.1 This framework is designed to provide Users with comprehensive transparency regarding the legal, financial, technical, and regulatory risks associated with utilizing Node Union Data Solutions (BVI) Ltd’s Services and purchasing AI Computing Capacity. By accessing the Services, Users confirm that they independently assess the suitability of the Platform according to their own financial situation, risk tolerance, and technical sophistication.
2. No Guarantee of Profitability & Securities Recharacterization Risk
2.1 No Guarantee of Profit: The Company explicitly disclaims any representation, guarantee, or promise of profitability, financial return, capital preservation, or consistent revenue generation. The commercial performance of AI Computing Capacity is subject to unpredictable technological and market dynamics.
2.2 Securities Classification Risk: While the Company structures AI Computing Capacity as a commercial infrastructure leasing arrangement, regulatory authorities in certain jurisdictions may seek to recharacterize such transactions as securities, collective investment schemes, or financial products. Such regulatory action could result in service modifications, restrictions on revenue distributions, or mandatory regional exclusion.
3. Target Yield Range Disclosure (15%–25% per Month)
3.1 While the Company may reference an indicative monthly Target Yield range of 15% to 25% per month (dependent on the selected computing package tier and contractual term commitment), such figures represent purely operational commercial targets. The Target Yield is non-binding, is not an interest rate or dividend, and may be reduced to zero, suspended, or discontinued at the Company’s discretion based on market demand, electricity costs, or operational realities.
4. Principal Withdrawal & Early Redemption Penalty (35% Fee)
4.1 Penalty-Free vs. Early Withdrawal Windows: The User acknowledges that penalty-free redemption of their initial Principal commitment is permitted strictly after thirty (30) days from initial funding and at recurring thirty (30) day intervals thereafter. Any request to withdraw Principal at any other time is subject to a mandatory 35% Early Withdrawal Penalty deducted at source to compensate the Company for premature infrastructure decommissioning and liquidity disruption.
4.2 Settlement Timelines: Due to payment gateway settlement cycles, banking operation hours, and mandatory compliance verification, all account balance and principal withdrawals may take up to five (5) business days to execute.
5. Export Control and Semiconductor Sanctions Risk
5.1 Advanced GPU and AI acceleration hardware is subject to strict international export bans and dual-use technology controls. Geopolitical developments or tightening semiconductor trade restrictions may impact the Company's ability to procure replacement chips, expand infrastructure, or deliver services to Users connected to restricted regions.
6. Digital Asset, On-Chain KYT and Blockchain Risks
6.1 The use of USDT, BTC, ETH, and other digital assets involves significant risks, including extreme price volatility, smart contract bugs, network congestion, consensus failures, and protocol forks. Blockchain transactions are immutable and irreversible. Furthermore, institutional KYT screening may result in frozen deposits if an incoming transfer is linked to darknet mixers or high-risk wallets.
7. AI Infrastructure, Hardware Degradation and SLA Risks
7.1 AI computing infrastructure is subject to physical hardware degradation, obsolescence, component failures, cooling systems malfunction, data center outages, and third-party facility risks. Technological advancements in AI hardware may affect the commercial competitiveness and utilization rates of allocated capacity. Temporary maintenance downtime may affect short-term revenue generation without liability to the Company.
8. Third-Party Dependency and Gateway Risk
8.1 The Company relies on third-party banks, payment processors, crypto exchanges, and cloud hosting providers. Technical outages, banking compliance freezes, or insolvency of any third-party gateway may delay or impede the disbursement of distributions or processing of funds.
9. Cybersecurity Risks
9.1 Despite industry-standard security protocols, the Platform and data center infrastructure may be targeted by cyberattacks, distributed denial-of-service (DDoS) campaigns, malware, ransomware, cloud infrastructure outages, or insider threats, which may interrupt services or delay distributions.
10. Sanctions and Compliance Risks
10.1 The Company strictly complies with global sanctions regimes (including OFAC, EU, UN, and UK designations). The Company reserves the right to reject onboarding, block transactions, or freeze accounts where sanctions or geopolitical compliance concerns arise.
11. AML & CTF Program
11.1 The Company implements a risk-based Anti-Money Laundering and Counter-Terrorist Financing program in accordance with applicable laws. Continuous monitoring is applied to detect suspicious transaction patterns.
12. KYC and Beneficial Ownership Standards
12.1 Users must provide complete Customer Due Diligence (CDD) documentation. Corporate Users must disclose Ultimate Beneficial Owners (UBOs) holding 25% or more of equity or control, alongside corporate registration certificates and director registers.
13. Source of Funds and Wealth Verification
13.1 Users must be prepared to demonstrate, upon request, the lawful origin of fiat funds and digital assets utilized on the Platform. Failure to provide satisfactory verification will result in immediate service restriction.
14. Anti-Fraud and Abuse Policy
14.1 The Company prohibits identity fraud, submission of altered or forged documents, payment fraud, chargeback abuse, and technical manipulation of the Platform. Any violation will result in immediate termination and legal reporting.
15. Anti-Bribery and Anti-Corruption
15.1 Users must strictly adhere to all applicable anti-bribery and anti-corruption laws and shall not offer, give, solicit, or accept improper incentives in connection with the Platform.
16. Business Continuity and Disaster Recovery
16.1 While the Company maintains backup systems, redundancy protocols, and disaster recovery procedures, extreme force majeure events may temporarily impair system availability.
17. Liquidity and Distribution Risk
17.1 Revenue distributions depend upon real-world commercial receipts from leasing and computing contracts. Liquidity constraints or delayed client payments may result in postponed distributions.
18. Tax Responsibility and CRS/FATCA Automatic Reporting
18.1 Users bear full responsibility for assessing and settling their tax liabilities arising from transactions on the Platform. The User acknowledges that international tax compliance frameworks (CRS and FATCA) require the Company to disclose account holdings to relevant tax authorities.
19. User Acknowledgements
19.1 By engaging with the Platform, each User acknowledges and declares that:
- They have independently evaluated the Services, reviewed the Master Terms and Conditions, and read this Risk Disclosure in its entirety;
- They fully understand that Target Yields, returns, and distributions are not guaranteed;
- They possess sufficient technical and commercial sophistication, or have obtained appropriate professional, legal, tax, and financial advice; and
- They enter into this Agreement voluntarily and with full awareness of all risks.
20. Limitation of Reliance
20.1 Marketing materials, commercial presentations, website promotional text, social media channels, roadmaps, and oral statements do not create contractual obligations unless explicitly incorporated into this written Agreement. In the event of any conflict, the Master Terms and Conditions and this Risk Disclosure shall strictly prevail over any promotional or external materials.
21. Regulatory Change Disclaimer
21.1 The Company reserves the right to amend compliance procedures, enforce renewed KYC/AML verifications, suspend services, prohibit access from specific jurisdictions, or delay transactions whenever required by legal or regulatory developments.
22. Survival of Terms
22.1 Provisions relating to confidentiality, intellectual property, limitation of liability, indemnification, taxes, governing law, dispute resolution, AML/CTF/KYT standards, export controls, and risk acknowledgements shall survive any termination of the User's account or this Agreement.
23. General Provisions
23.1 Electronic Records: Electronic records, blockchain transaction logs, and server timestamps shall be admissible as conclusive evidence of User instructions and transactions.
23.2 Language: This Agreement is executed in the English language, which shall be the authoritative language for all construction, interpretation, and arbitration proceedings.
23.3 Amendments: Continued access to or use of the Services following the publication of amendments to this Framework constitutes binding acceptance of the revised terms.
Part C — Execution and Acceptance (Schedule 1)
BY ACCESSING THE PLATFORM, PURCHASING AI COMPUTING CAPACITY, OR COMMENCING KYC ONBOARDING, THE USER AFFIRMS THAT THEY HAVE READ, UNDERSTOOD, AND IRREVOCABLY ACCEPTED THIS AGREEMENT, ACCEPTABLE USE POLICY, AND RISK DISCLOSURE FRAMEWORK IN ITS ENTIRETY.
Formal onboarding sign-off table (for VIP / corporate accounts)
| Field / Requirement | User / Corporate Information |
|---|---|
| User Legal Name / Corporate Entity: | [To be completed by User / Company Name] |
| Registration / Passport Number: | [ID / Commercial Registry Number] |
| Jurisdiction of Residence / Incorporation: | [Country / State] |
| Authorized Signatory Name & Title: | [Full Name, Title/Capacity] |
| Designated Deposit Wallet Address: | Allocated dynamically inside User Auth Dashboard / Personal Cabinet |
| User Authorized Signature & Date: | ___________________________ (Date: YYYY-MM-DD) |
| For and on behalf of Node Union Data Solutions (BVI) Ltd: | Approved via Platform Verification / Electronic Stamp |