# 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.