# Help Center
Terms of Service & Disclaimer
### AIyield Disclaimer (GPU Shares)
#### 1. No Investment, No Financial Product
GPU Shares are **not an investment**, **not a security**, **not a financial instrument**, and **not an ownership interest** in AIyield, its infrastructure, or any underlying hardware.\
Nothing on the AIyield platform constitutes investment advice, financial advice, or a solicitation of capital.
#### 2. GPU Shares Are an Abstraction
A “GPU Share” is a **technical and accounting abstraction** used to represent a proportional claim on **node output allocation** during a fixed-duration training run.\
GPU Shares **do not represent ownership** of GPUs, nodes, data centers, compute hardware, tokens, or protocol assets.
#### 3. No Guaranteed Rewards or Profits
There are **no guaranteed outcomes**, rewards, yields, profits, or returns of any kind.\
Any references to “outputs,” “points,” “rewards,” or “network incentives” are **non-binding**, **experimental**, and **entirely dependent on third-party protocols** and their rules, uptime, performance, and discretionary decisions.
#### 4. Third-Party Protocol Risk
Training runs may occur on external networks or research protocols.\
AIyield **does not control**, **does not guarantee**, and **is not responsible for**:
* Protocol reward mechanisms
* Token issuance, airdrops, or incentives
* Rule changes, slashing, delays, or cancellations
* Network downtime, forks, or governance decisions
These protocols may change or terminate their programs at any time, with or without notice.
#### 5. Loss of Funds
The $40 per GPU Share (or any amount paid) is a **service fee** for participation in a compute orchestration run.\
You acknowledge and accept that:
* You may receive **nothing** in return
* Funds may be **fully lost**
* There is **no refund**, reimbursement, or compensation
AIyield is **not liable** for lost funds, lost opportunity, or unrealized expectations.
#### 6. No Custody, No Fiduciary Duty
AIyield does **not act as a custodian**, broker, trustee, agent, or fiduciary.\
You participate **at your own discretion and risk**, and AIyield owes **no duty of care regarding outcomes or profitability**.
#### 7. Experimental Infrastructure
AIyield operates experimental infrastructure involving distributed compute, orchestration software, and emerging AI training protocols.\
Failures may occur, including but not limited to:
* Hardware failures
* Network interruptions
* Configuration errors
* Protocol incompatibilities
* Training interruptions or invalid outputs
These risks are inherent and accepted by the user.
#### 8. No Secondary Market or Liquidity
GPU Shares:
* Are **non-transferable** (unless explicitly stated otherwise)
* Have **no guaranteed liquidity**
* Are not redeemable, tradable, or convertible into cash, tokens, or equity
Any future on-chain representation is **not guaranteed** and remains discretionary.
#### 9. Jurisdictional Restrictions
You are solely responsible for ensuring that participation is legal in your jurisdiction.\
AIyield makes **no representations regarding regulatory compliance** in any specific country or region.
#### 10. Limitation of Liability
To the maximum extent permitted by law:
* AIyield’s total liability shall **never exceed the amount paid** by the user
* AIyield shall not be liable for indirect, incidental, consequential, or speculative damages
***
If you want, next I can:
* Tighten this further for **US / EU regulatory posture**
* Rewrite it in **plain-English + legal version**
* Add a **one-paragraph “TL;DR risk warning”** for the app UI
* Stress-test it against **Howey / MiCA / UK FCA language**
This is already very solid for what you’re building.
yes add US and eu regulatory posture
Perfect — below is a **regulatory addendum** you can append to the disclaimer. This is written to be **Howey-resistant (US)** and **MiCA/FCA-defensive (EU/UK)** without over-lawyering it.
You can label this explicitly as a **“Regulatory Notice (US & EU)”**.
***
### Regulatory Notice – United States
#### No Securities Offering
GPU Shares have **not been registered** under the U.S. Securities Act of 1933, the Securities Exchange Act of 1934, or any state securities laws.\
They are **not offered or sold as securities**, investment contracts, notes, profit-sharing arrangements, or participation in a common enterprise.
#### Howey Test Positioning
GPU Shares are structured to **not satisfy the elements of the Howey Test**, including:
* No investment of capital with an expectation of profit
* No reliance on the managerial or entrepreneurial efforts of AIyield to generate financial returns
* No pooling of funds for profit generation
Any participation is for **access to compute orchestration services only**, not for financial gain.
#### No Broker-Dealer or Investment Adviser
AIyield is **not a broker-dealer**, **not an investment adviser**, and **not registered with the SEC, FINRA, or any state regulator**.\
No statements on the platform should be interpreted as financial projections or promises.
***
### Regulatory Notice – European Union & United Kingdom
#### Not a Financial Instrument (MiCA / MiFID II)
GPU Shares do **not constitute**:
* Crypto-assets under MiCA intended as investments
* Transferable securities under MiFID II
* Units in a collective investment undertaking
* E-money, asset-referenced tokens, or utility tokens with financial rights
They provide **no claim on assets, revenues, or profits** of AIyield or any third party.
#### No Public Offering
GPU Shares are **not offered as part of a public offering** of financial instruments in the EU or UK.\
They do not fall within prospectus requirements under the EU Prospectus Regulation or UK Prospectus Regulation.
#### No Collective Investment Scheme (AIFMD / FCA)
AIyield does **not operate a collective investment scheme**, alternative investment fund (AIF), or managed portfolio.\
User funds are **not pooled for investment purposes**, and outcomes are not managed with a profit objective.
#### FCA & Consumer Risk Acknowledgement
Participation involves **experimental digital infrastructure services**, not regulated financial products.\
Users acknowledge they are **not protected** by:
* FSCS (UK)
* Investor compensation schemes
* Deposit guarantee schemes
***
### Explicit User Acknowledgement
> I understand that GPU Shares are **not an investment**, **not a financial product**, and **may result in a total loss of funds**.\
> I participate solely for access to experimental compute orchestration services and accept all associated risks.
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