NEWIntroducing USD.infra Vault
On-chain capital for digital infrastructure.Learn More
Effective Date: September 10, 2026 · Governing Law: British Virgin Islands

USD.infra Vault Terms & Disclosures

Important Notice

USD.infra Vault involves access to experimental software systems, protocol interfaces, smart contract systems, informational dashboards, infrastructure-related data systems, and related technologies that may reference infrastructure activity, network performance metrics, servicing activity, or infrastructure-related operational data.

Certain USD.infra Vault Features may involve interaction with blockchain systems, third-party protocols, infrastructure coordination systems, liquidity systems, or financing-related arrangements subject to separate terms, eligibility requirements, onboarding procedures, gating restrictions, or supplemental agreements.

Participation in USD.infra Vault is highly experimental and involves substantial technical, operational, regulatory, legal, economic, and cybersecurity risks, including the potential for partial or total loss of value, restricted access, illiquidity, system failures, or regulatory restrictions.

You should carefully review these Terms and all applicable disclosures before accessing or using USD.infra Vault Features.

1. Overview

USD.infra Vault provides access to certain software interfaces, dashboards, APIs, smart contract systems, informational systems, protocol tools, and infrastructure-related coordination systems (collectively, the “USD.infra Vault Features”) that may reference, display, process, facilitate, or interact with infrastructure deployment activity, telecommunications systems, network performance metrics, infrastructure servicing activity, protocol-related activity, system-level operational data, blockchain-related activity, or infrastructure-related informational metrics.

Certain USD.infra Vault Features may involve interaction with blockchain systems, smart contracts, decentralized protocols, third-party infrastructure operators, liquidity systems, financing arrangements, servicing systems, or independent infrastructure-owning entities.

USD.infra Vault is part of the broader DAWN ecosystem but is governed separately from the DAWN Terms of Use and may be subject to additional eligibility requirements, onboarding procedures, compliance controls, supplemental agreements, or separate participation terms. By accessing USD.infra Vault Features, you agree to these Terms.

2. Entity Structure

2.1 Separation

These Terms govern your access to and use of the USD.infra Vault interfaces made available through infrastructure.finance, app.infrastructure.finance, and any successor domains, applications, dashboards, APIs, smart contracts, or related interfaces designated by DAWN from time to time. USD.infra Vault may involve interaction with multiple legally separate and operationally independent entities that may perform different governance, operational, technical, servicing, administrative, deployment, infrastructure ownership, financing, or support functions. Such entities may include:

  • DAWN Foundation, which acts as the issuer of sUSD.infra and as originator and lender of record on loans extended to SPVs, and which supports protocol governance, ecosystem coordination, and strategic stewardship;
  • DAWN Ops Ltd., which operates the Vault's technical and software layer and provides interfaces, integrations, dashboards, APIs, or operational support systems;
  • DAWN Mint / TokenCo, which is responsible for token minting, issuance mechanics, and distribution of USD.infra and sUSD.infra;
  • independent infrastructure deployment, servicing, maintenance, telecommunications, or operational providers;
  • independent infrastructure-owning entities, including SPVs or series entities;
  • and third-party protocols, vendors, contractors, operators, or infrastructure participants.

Different entities may operate independently and may maintain separate governance structures, operations, contractual arrangements, liabilities, obligations, accounts, books, and records.

2.2 Infrastructure Ownership and Contractual Structures

Certain infrastructure assets, telecommunications systems, deployment arrangements, receivables, servicing arrangements, or contractual rights referenced by USD.infra Vault may be owned, operated, administered, financed, serviced, or supported by one or more independent SPVs, infrastructure-owning entities, operators, or third parties.

Ownership structures, servicing arrangements, financing arrangements, operational structures, and contractual relationships may evolve over time.

2.3 No Ownership or Governance Rights

Except pursuant to separate written agreements expressly governing a specific financing arrangement or participation structure, including the creditor claim against DAWN Foundation represented by sUSD.infra, access to USD.infra Vault does not provide users with ownership of infrastructure assets, ownership of SPVs, equity interests, governance rights, partnership interests, voting rights, direct ownership interests in receivables or contracts, or direct legal claims against infrastructure assets or infrastructure-owning entities.

2.4 Servicing Fees and Payment Priority

Revenue collected from an underlying building or customer flows first to the relevant Series SPV collection account, then through the Vault's smart-contract waterfall in the following order: (i) a servicing fee to Andrena, Inc., the network's operating service provider; (ii) debt payments to investors holding sUSD.infra; and (iii) any residual amounts to equity. The servicing fee to Andrena is paid ahead of the debt payments that service sUSD.infra, which is a related-party fact relevant to how you should evaluate the priority of amounts payable to you relative to Andrena's compensation.

Andrena also provides advisory, technical, administrative, and business-development services to DAWN Foundation under a separate services agreement, structured as an independent-contractor engagement under which Andrena has no authority to bind DAWN Foundation, and compensated on a cost-plus, fair-market-value basis (a fixed monthly advisory fee). Separately, Andrena or its Affiliates may serve as a borrower, or an Affiliate of a borrower, under financing arrangements with one or more SPVs.

3. Regulatory Positioning; No Offer; No Securities

3.1 No Offer or Sale

Nothing contained in the USD.infra Vault Features, any interface, communication, dashboard, metric, protocol interaction, whitepaper, presentation, social media communication, or related documentation constitutes or shall be construed as an offer to sell or solicitation of an offer to buy any security, note, swap, derivative, or financial instrument, an offer to participate in any investment opportunity, a public offering, investment advice, financial advice, legal advice, tax advice, or a recommendation to engage in any investment strategy or transaction.

Certain features or systems may be subject to separate agreements, onboarding procedures, eligibility requirements, compliance requirements, or gated participation terms.

3.2 Regulatory Intent

USD.infra Vault is intended to operate as a software and infrastructure coordination system and not as a securities exchange, broker-dealer, investment company, commodity pool, investment adviser, banking platform, custodial platform, money transmission platform, or regulated financial institution.

DAWN does not intend for the USD.infra Vault Features (the software interfaces, dashboards, APIs, and protocol tools described in this document) to constitute securities offerings or regulated financial products under applicable law. This positioning does not extend to USD.infra, sUSD.infra, or the Bytes program, whose regulatory characterization is addressed in Sections 3.5 through 3.9 below, including the conditional reliance on Regulation S Category 1 to the extent any such instrument constitutes a security.

3.3 No General Solicitation; No Directed Selling Efforts

DAWN does not intend to engage in general solicitation, public securities offerings, or directed selling efforts into restricted jurisdictions.

Access to USD.infra Vault Features may be restricted, conditioned, limited, or disabled based on jurisdiction, user status, wallet screening, compliance requirements, sanctions restrictions, onboarding status, or applicable law.

3.4 Informational Nature of Interfaces

Metrics, dashboards, infrastructure indicators, protocol metrics, servicing information, deployment information, performance indicators, or infrastructure-related data displayed through USD.infra Vault Features are provided solely for informational and operational purposes and do not constitute guarantees, financial projections, promises of performance, investment recommendations, valuations, or assurances of economic outcomes.

3.5 Nature of USD.infra

USD.infra is a digital-infrastructure-native stablecoin used as the settlement and accounting unit within USD.infra Vault. USD.infra is minted on a 1:1 basis against USDC, not directly against U.S. dollars, and is issued on M0, a stablecoin infrastructure protocol, with backing that includes short-duration U.S. Treasuries. Token minting and issuance mechanics for USD.infra are handled by DAWN Mint / TokenCo. DAWN does not represent that USD.infra is, or is not, a “covered stablecoin,” payment stablecoin, or security under any applicable law, including the GENIUS Act or the SEC/CFTC's March 2026 joint interpretive release, and the classification of a token minted and redeemed against another stablecoin (rather than directly against U.S.

dollars) has not been finally determined.

3.6 Nature of sUSD.infra; Debt Characterization

sUSD.infra is structured as a debt obligation of DAWN Foundation: a par-redeemable note, issued upon deposit of USD.infra into the Vault, and serviced by the cash flows of the pool of loans originated and held by DAWN Foundation as lender of record and funded through SPVs.

sUSD.infra represents a fixed creditor claim against DAWN Foundation - redeemable at par plus accrued amounts - rather than a proportional share of the Vault's net asset value, and DAWN does not describe sUSD.infra using net-asset-value, proportional-share, or portfolio-style language. To the extent sUSD.infra constitutes a security, DAWN's position is that this debt characterization is central to the regulatory analysis in Section 3.7 and Section 3.8 below; DAWN does not represent that sUSD.infra is a security, and no court or regulator has passed on this characterization.

3.7 Regulation S Category 1; SUSMI

To the extent that sUSD.infra or any other instrument described in these Terms constitutes a “security” under the U.S. Securities Act of 1933, as amended (the “Securities Act”), it is offered only in reliance on Regulation S Category 1, available to debt securities of a foreign issuer, such as DAWN Foundation, that has no substantial U.S. market interest (“SUSMI”) in its debt securities. DAWN does not represent that sUSD.infra or any other instrument described in these Terms constitutes a security, and reliance on Regulation S is not an admission that it does - Regulation S is a safe harbor that is only relevant if such an instrument is a security.

DAWN Foundation's debt issuance currently remains below the regulatory thresholds that would change this treatment. DAWN monitors this on an ongoing basis as issuance scales. Any transfer restrictions described in these Terms are contractual rather than a fixed regulatory holding period. USD.infra's regulatory status is addressed separately in Section 3.5 above.

3.8 Investment Company Act and CFIUS Positioning

DAWN's position is that DAWN Foundation operates as a finance company, originating and holding loans tied to specific infrastructure deployments, rather than as an investment company. This position continues to be assessed as the program develops.

DAWN Foundation's relationship to SPVs and underlying borrowers is that of a lender, not an owner or operator. DAWN Foundation does not have operational control over the underlying digital infrastructure assets.

3.9 Investment Advisers Act; Money Transmission and BSA

Andrena's role in identifying, evaluating, and recommending infrastructure deployments could be viewed as investment advice in some circumstances. This continues to be assessed as the program develops. Entities that issue and redeem USD.infra may also be subject to money-transmission and anti-money-laundering registration requirements in certain jurisdictions, which DAWN monitors as transaction volume grows.

3.10 Vault Discretion; Forward-Looking Statements; Past Performance

The Vault operates under fixed, mechanical, disclosed eligibility criteria for capital deployment. No party, including DAWN governance, exercises deal-level discretion over asset selection;

assets enter the pool because they meet disclosed criteria and exit upon defined credit events. Eligibility criteria may be amended only through DAWN's governance procedures, subject to a time lock, and material changes to credit standards carry noteholder protections.

These Terms and DAWN's related documentation may contain forward-looking statements regarding anticipated infrastructure deployments, revenue, vault performance, or product features; these are based on current expectations and assumptions, are subject to risks and uncertainties, and actual results may differ materially. References to Andrena's historical deployment footprint describe past operational activity only and are not indicative of future returns; any target IRR, yield target, or other illustrative figures are operating-model assumptions only, not guarantees, and past performance is not a guarantee of future results.

4. User Acknowledgments and Regulatory Disclaimers

By accessing or using USD.infra Vault Features, you expressly acknowledge, represent, and agree:

4.1 No Expectation of Profits from Efforts of Others

Except with respect to the par-plus-accrued amounts payable on sUSD.infra described in Section 3.6 above, you are not acquiring any right or expectation of profits derived predominantly from the managerial, entrepreneurial, operational, servicing, governance, or technical efforts of DAWN, any infrastructure operator, any SPV, or any third party.

4.2 No Common Enterprise

Your use of USD.infra Vault Features does not create a common enterprise, partnership, joint venture, collective investment scheme, or pooled investment arrangement. Except pursuant to separate written agreements expressly governing specific financing arrangements, including the sUSD.infra participation terms described in Section 3.6 above, there is no pooling of user assets, pro-rata sharing of profits or losses, collective ownership structure, or joint participation in enterprise profits.

4.3 Independent Decision-Making

You are acting independently, for your own account, and based solely on your own assessment of risks, suitability, legality, and appropriateness.

4.4 No Reliance

You are not relying upon statements, projections, forward-looking information, infrastructure metrics, protocol metrics, servicing information, marketing materials, economic indicators, or representations made by DAWN or any third party in deciding to access or use USD.infra Vault Features.

4.5 No Fiduciary or Advisory Relationship

No fiduciary, advisory, brokerage, custodial, agency, banking, partnership, investment management, or trust relationship is created between you and DAWN or any related entity.

5. No Ownership; Limited Nature of Access

5.1 No Ownership Interest

Except pursuant to separate written agreements expressly governing specific financing arrangements, including the creditor claim against DAWN Foundation represented by sUSD.infra, as described in Section 3.6 above, use of USD.infra Vault Features does not provide any ownership, equity, creditor, governance, partnership, membership, beneficial, or legal interest in infrastructure assets, SPVs, receivables, deployment contracts, telecommunications systems, servicing arrangements, infrastructure revenues, or related assets or contractual arrangements.

5.2 No Automatic Economic Rights

Access to USD.infra Vault Features alone does not create any automatic right, entitlement, or claim to revenues, profits, distributions, cash flows, servicing income, infrastructure proceeds, or financial returns, except for the par-plus-accrued amounts payable on sUSD.infra as described in Section 3.6 above.

Any separate financing arrangements, participation structures, or contractual rights, if offered, shall be governed exclusively by separate written agreements, onboarding procedures, eligibility requirements, and supplemental disclosures.

5.3 Informational Nature of Metrics

Any data, metrics, dashboards, indicators, servicing information, protocol metrics, deployment information, or operational information displayed through USD.infra Vault Features are provided solely for informational purposes and do not create legal rights or economic entitlements.

5.4 Bytes Rewards Program

Bytes are a non-transferable participation-tracking mechanism and are not a token, security, or financial instrument. Bytes have no monetary value and are not redeemable for cash or any other token or asset; are not transferable, tradable, or sellable; are provided as a limited, revocable license and are not property and are not owned by users; and do not represent ownership in DAWN or any SPV. Bytes are not, and are not intended to function as, interest, yield, or any other form of return on USD.infra or sUSD.infra balances. You should not participate in the Bytes program with an expectation of profit. The Bytes program may be modified, suspended, or terminated by DAWN Ops at any time, without notice or liability.

6. Functional Nature of USD.infra Vault

6.1 Software and Protocol Interfaces

USD.infra Vault provides access to software interfaces, APIs, informational systems, smart contracts, dashboards, and protocol tools that may display, process, transmit, facilitate or reference infrastructure-related information, blockchain-related information, protocol activity, deployment data, servicing information, or operational metrics.

6.2 Experimental and Evolving Features

USD.infra Vault Features are experimental, evolving, and subject to modification, replacement, suspension, restriction, or discontinuation at any time without notice. DAWN makes no commitment regarding continued availability, functionality, compatibility, feature continuity, or future development.

6.3 Third-Party Systems

USD.infra Vault Features may interact with public blockchain networks, smart contracts, third-party APIs, wallet providers, oracles, validators, cloud systems, telecommunications systems, or third-party protocols that are not controlled by DAWN. DAWN is not responsible for third-party systems, outages, exploits, failures, delays, or security incidents.

7. Entity Separation

7.1 Independent Entities

Entities associated with USD.infra Vault may operate independently and are not agents, partners, fiduciaries, alter egos, or representatives of one another. Operational roles, servicing arrangements, infrastructure ownership structures, governance structures, and financing arrangements may differ among participating entities.

7.2 No Agency or Partnership

Nothing in these Terms creates any partnership, joint venture, agency relationship, fiduciary relationship, investment relationship, or common enterprise between DAWN and users, users and SPVs, users and infrastructure operators, or among any participating entities.

7.3 No Consolidated Enterprise

The existence of references to multiple entities, operators, infrastructure systems, or SPVs within USD.infra Vault Features does not create a consolidated enterprise or unified legal entity.

8. No Fiduciary Duties

No entity associated with USD.infra Vault acts as an investment adviser, broker-dealer, fiduciary, trustee, financial adviser, custodian, banking institution, or investment manager. No entity owes users any fiduciary obligations, duties of loyalty, duties of care, or similar duties arising from access to USD.infra Vault Features.

Users remain solely responsible for evaluating risks, legality, appropriateness, technical considerations, financial considerations, and tax consequences associated with use of USD.infra Vault Features.

9. Regulatory Gating; User Status

9.1 Restricted Jurisdictions

USD.infra Vault Features may not be available in all jurisdictions and may be restricted based on securities laws, sanctions restrictions, telecommunications regulations, export controls, anti-money laundering obligations, operational considerations, or legal risk assessments. You may not access or use the Services if you are located in, resident in, organized in, or ordinarily resident in a jurisdiction subject to comprehensive sanctions or embargoes; you are identified on sanctions or prohibited-party lists maintained by the United States, United Nations, European Union, United Kingdom, or other applicable governmental authority; your access or use would violate applicable law, or you are otherwise prohibited from using the USD.infra Vault Features. DAWN may permit limited informational or read-only access to certain interfaces while restricting wallet connectivity, protocol interactions, transaction functionality, participation features, or access to specific systems or services.

9.2 U.S. Persons

If you are a “U.S. person” as defined under Regulation S, access to certain USD.infra Vault Features may be prohibited, restricted, limited to informational functionality, or subject to additional onboarding requirements. For purposes of participation in USD.infra, sUSD.infra, or the Bytes program specifically, eligibility is further restricted to “Eligible Non-U.S. Persons” as defined in Section 9.6 below.

9.3 Accredited or Qualified Participants

Certain features, financing arrangements, or participation structures, if enabled, may be limited to accredited investors, qualified purchasers, institutional participants, or verified users subject to additional verification procedures and separate agreements.

9.4 Compliance Controls

DAWN may implement IP geo-blocking, geofencing, wallet screening, sanctions screening, KYC/AML procedures, identity verification, transaction monitoring, risk scoring, access restrictions, and other compliance controls.

9.5 No Circumvention

You agree not to circumvent restrictions through VPNs, proxies, spoofing, false information, anonymization tools, or other methods intended to evade compliance controls.

9.6 Eligible Non-U.S. Persons; EU and UK Exclusion

For purposes of participation in USD.infra, sUSD.infra, or the Bytes program, an “Eligible Non-U.S. Person” means a person who: (a) is not a “U.S. person” as defined in Rule 902(k) of Regulation S; and (b) is physically located outside the United States at the time of accessing, depositing into, or otherwise participating in such programs. Persons in the European Union or the United Kingdom are not excluded from this definition; participation from those jurisdictions is addressed below.

By participating in USD.infra, sUSD.infra, or the Bytes program, you represent and warrant on an ongoing basis that you meet the Eligible Non-U.S. Person definition above, that you are not a Sanctioned Person as described in Section 9.1, and, if you are located in, or are a citizen or national of, the European Union or the United Kingdom, that you acknowledge DAWN does not currently onboard participants from those jurisdictions, as described below.

9.7 EU and UK Participation

The EU's Markets in Crypto-Assets Regulation (MiCA) imposes authorization and disclosure requirements on crypto-asset issuers and service providers offering to persons in the EU. The UK has a similar regime restricting the promotion of cryptoassets to UK persons unless the promotion is approved by an authorized firm or an exemption applies. EU and UK persons are not excluded from the Eligible Non-U.S. Person definition above. DAWN's position is that onboarding EU participants would require MiCA authorization (or confirmation that USD.infra and sUSD.infra fall outside MiCA's scope, given their debt characterization - see Section 3.6), and onboarding UK participants would require an approved promotion or an applicable exemption.

Until these conditions are satisfied, DAWN does not onboard participants located in, or who are citizens or nationals of, the European Union or the United Kingdom for USD.infra, sUSD.infra, or the Bytes program. This is an operational restriction pending completion of the compliance work described above, not a categorical exclusion from eligibility.

10. Fees; Blockchain Costs

Use of USD.infra Vault Features may involve protocol fees, blockchain transaction fees, gas fees, smart contract execution costs, bridge fees, validator fees, infrastructure-related fees, servicing fees, liquidity fees, or third-party network fees.

Applicable fees may fluctuate, be dynamically determined, be automatically deducted, or be imposed by third-party systems not controlled by DAWN. DAWN is not responsible for third-party fees, failed transactions, gas volatility, or blockchain execution costs.

10.1 Protocol Fees

Protocol fees may support core protocol maintenance, treasury sustainability, and mint/burn or management functions.

10.2 Servicing and Operating Fees

Servicing and operating fees, including the Series-level servicing fee described in Section 2.4 above, may support Andrena's deployment and servicing costs, SPV administration, and reporting and attestations.

11. Risk Disclosure

Participation in USD.infra Vault involves substantial legal, technical, operational, cybersecurity, protocol, blockchain, economic, liquidity, telecommunications, servicing, and regulatory risks, including risks not specifically identified herein.

You acknowledge that USD.infra Vault is experimental, blockchain technologies are inherently risky, infrastructure systems may fail, smart contracts may malfunction, protocols may change unexpectedly, and regulatory treatment remains uncertain. Participation in USD.infra Vault involves substantial risks, including:

11.1 Total Loss Risk

You may experience partial or total loss associated with digital assets, protocol interactions, smart contract activity, blockchain transactions, infrastructure-related arrangements, or other activities connected to USD.infra Vault Features.

11.2 Infrastructure Risk

Infrastructure performance may fluctuate, degrade, or fail entirely.

11.3 SPV Risk

Series SPVs or infrastructure-owning entities may become insolvent, experience operational failures, experience servicing disruptions, fail to perform contractual obligations, become subject to legal or regulatory action, or otherwise fail to operate as intended.

11.4 Servicing Risk

Infrastructure servicing providers, operators, contractors, or maintenance providers may experience delays, outages, failures, operational issues, contractual disputes, insolvency events, or performance deficiencies that may adversely affect infrastructure systems or related operations.

11.5 Smart Contract Risk

Smart contracts may contain bugs, be exploited, or fail unexpectedly.

11.6 Oracle / Data Risk

Displayed data may be inaccurate, delayed, or manipulated.

11.7 Liquidity Risk

There may be no exit mechanism, no secondary market, and no redemption.

11.8 Regulatory Risk

Authorities may restrict access, impose penalties, or require shutdown of services.

11.9 Technology Risk

Includes blockchain failures, network congestion, and outages.

11.10 Cybersecurity Risk

USD.infra Vault Features, smart contracts, APIs, dashboards, wallets, blockchain systems, cloud environments, telecommunications systems, and related technologies may be vulnerable to cyberattacks, exploits, malware, phishing, ransomware, denial-of-service attacks, unauthorized access, or other security incidents.

11.11 Third-Party Dependency Risk

USD.infra Vault relies on third-party systems, operators, infrastructure providers, cloud providers, validators, wallet providers, blockchain networks, telecommunications providers, APIs, and other systems outside DAWN’s control.

11.12 Governance and Protocol Risk

Protocols, smart contracts, operational systems, governance systems, and infrastructure arrangements may change unexpectedly, be modified, forked, suspended, abandoned, or discontinued.

11.13 Legal and Regulatory Uncertainty

The legal and regulatory treatment of blockchain systems, protocol systems, digital assets, infrastructure-financing systems, and smart contract arrangements remains uncertain and may change rapidly.

11.14 Assumption of Risk

You knowingly and voluntarily assume all risks associated with access to and use of USD.infra Vault Features, including risks arising from blockchain systems, smart contracts, protocol interactions, telecommunications systems, infrastructure systems, cybersecurity incidents, operational failures, regulatory changes, and third-party dependencies. You acknowledge that DAWN cannot eliminate all risks associated with USD.infra Vault Features.

12. No Custody; User Control

Except pursuant to separate written custodial or administrative arrangements, DAWN does not hold custody of user assets, control user wallets, maintain possession of private keys, or operate custodial accounts on behalf of users.

Users interact with USD.infra Vault Features through self-custodied or third-party wallets under user control. Users are solely responsible for wallet security, private keys, seed phrases, access credentials, and transaction authorization.

13. User Responsibility

You remain solely responsible for evaluating risks, determining legality, assessing suitability, complying with applicable laws, securing wallets and credentials, and making independent decisions regarding use of USD.infra Vault Features.

14. Tax Responsibility

You are solely responsible for determining tax obligations, reporting any activity, and complying with applicable laws.

15. Disclaimer

USD.infra Vault Features are provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind. To the maximum extent permitted by law, DAWN disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, accuracy, reliability, compatibility, performance, security, or error-free operation.

DAWN does not guarantee protocol functionality, smart contract execution, infrastructure performance, data accuracy, economic outcomes, uptime, liquidity, or availability of any feature or system.

16. Limitation of Liability

To the maximum extent permitted by law, no entity associated with USD.infra Vault shall be liable for indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages, including lost profits, lost opportunity, lost digital assets, lost revenue, loss of access, protocol-related losses, infrastructure-related losses, telecommunications outages, blockchain failures, or cybersecurity incidents.

The total aggregate liability of all USD.infra Vault-related entities arising out of or relating to USD.infra Vault Features or these Terms shall not exceed the greater of USD $10; or amounts paid directly by you to DAWN for access to USD.infra Vault Features during the three (3) months preceding the applicable claim. These limitations apply regardless of the form of action and even if any remedy fails of its essential purpose.

17. Indemnification

You agree to defend, indemnify, and hold harmless DAWN, its affiliates, infrastructure operators, SPVs, contractors, service providers, licensors, officers, directors, employees, agents, and representatives from and against any claims, liabilities, damages, losses, judgments, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to your use of USD.infra Vault Features, your violation of these Terms, your violation of applicable law, your misuse of protocol systems, your wallet activity, your circumvention of compliance controls, your interactions with third-party systems, or your infringement of rights of any person or entity.

18. Termination

18.1 Access Restrictions

DAWN may restrict, suspend, condition, disable, or terminate access to USD.infra Vault Features at any time, with or without notice, for operational, legal, regulatory, technical, security, sanctions, compliance, commercial, or risk-management reasons.

DAWN may also restrict or terminate access where required by applicable law, necessary to protect infrastructure systems or protocol integrity, fraud, abuse, or suspicious activity is suspected, compliance concerns arise, or continued access presents operational, legal, or regulatory risk. DAWN shall not be liable for any losses, damages, costs, or claims arising from restriction, suspension, or termination of access to USD.infra Vault Features.

18.2 Force Majeure

DAWN shall not be liable for delays, interruptions, failures, losses, or inability to provide USD.infra Vault Features arising from events beyond its reasonable control, including blockchain failures, validator failures, protocol failures, smart contract exploits, cyberattacks, telecommunications outages, internet failures, utility failures, labor disputes, governmental actions, sanctions restrictions, acts of God, natural disasters, war, civil unrest, cloud provider outages, vendor failures, or failures of third-party systems or infrastructure.

19. Governing Law; Dispute Resolution

These Terms and any dispute arising out of or relating to these Terms or USD.infra Vault Features shall be governed by the laws of the British Virgin Islands, without regard to conflict of law principles.

Any dispute, controversy, or claim arising out of or relating to these Terms shall be resolved by binding arbitration administered by the BVI International Arbitration Centre (BVI IAC) in the British Virgin Islands before a single arbitrator in English.

Nothing herein prevents DAWN from seeking injunctive or equitable relief in any court of competent jurisdiction.

20. Class Action Waiver

To the maximum extent permitted by law, all disputes arising out of or relating to USD.infra Vault Features or these Terms shall be brought solely on an individual basis. You waive any right to participate in class actions, participate in representative actions, act as a private attorney general, or participate in collective proceedings. You further waive any right to trial by jury to the extent permitted by applicable law.

21. General Provisions

21.1 Modifications

DAWN may modify, update, suspend, replace, or discontinue USD.infra Vault Features or these Terms at any time for operational, legal, regulatory, technical, security, or commercial reasons. Updated Terms shall become effective upon posting unless otherwise stated. Continued access to USD.infra Vault Features constitutes acceptance of revised Terms.

21.2 Prior Agreements

These Terms constitute the complete and exclusive agreement between you and DAWN regarding USD.infra Vault Features and supersede all prior or contemporaneous understandings, communications, or representations relating thereto.

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Failure to enforce any provision of these Terms shall not constitute a waiver of any rights or remedies.

Except as expressly stated otherwise, all rights and remedies under these Terms are cumulative.

22. Contact

Questions regarding USD.infra Vault or these Terms may be directed to: [email protected]