Terms of Use

Last updated: [Nov 20, 2025]

These Terms of Use (“Terms”) govern your access to and use of RAX Layer and related interfaces, smart contracts, and documentation (collectively, the “RAX Protocol” or “Services”). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

1

Definitions

• RAX Layer: a specialized blockchain for AI compute RWA that provides the canonical registry, metering/oracle gateway, settlement engine, compliance and governance modules.

• RAX AI Compute Pool: on-chain market for AI compute RWA series (buy/sell exposure; stake series tokens for pro-rata revenue share).

• USDR / sUSDR: receipt and staking tokens for the stablecoin lending vault; stablecoins are lent to approved providers under on-chain terms; sUSDR accrues base interest plus a portion of metered compute revenue.

• RAX Token: governance and value-alignment token, enabling proposals/voting, staking rewards, and potential boosts per DAO policy.

• You / User: any person or entity accessing or using the Services.

2

Nature of the Services (Non-Custodial; Protocol, Not a Bank)

The Services are non-custodial and operate via smart contracts on RAX Layer and approved cross-chain adapters. The Protocol does not take possession of user assets; you control your wallets and private keys. The Services are not a bank, broker, investment adviser, exchange, or custodian. No returns, listings, or liquidity are guaranteed.

3

Eligibility

You represent and warrant that you:

• are at least 18 years old and have legal capacity to agree to these Terms;

• are not located in, incorporated in, or a resident/citizen of any sanctioned or restricted jurisdiction and are not subject to trade or financial sanctions;

• are not a prohibited person under applicable KYC/AML/sanctions laws;

• will use the Services in compliance with all applicable laws and regulations. Certain products/series may be restricted based on eligibility, KYC/KYB results, jurisdiction, or DAO policy.

4

Compliance; KYC/KYB; Screening

RAX Layer may enforce eligibility, KYC/KYB, wallet screening, and jurisdictional gating at the chain/module level. You agree to provide accurate information if required and to undergo ongoing sanctions/AML monitoring. Access may be denied or limited where required by law or DAO policy.

5

Product Overview (High Level)

• Compute RWA market (RAX AI Compute Pool): buy/sell compute RWA series; stake to receive pro-rata revenue share based on metered throughput.

• Stablecoin lending (USDR/sUSDR): deposit stablecoins, receive USDR, stake to sUSDR, and earn base interest plus a portion of compute revenue.

• Governance (RAX Token / RAX DAO): propose/vote on listings, fees, risk parameters, oracle/registry standards, treasury policy, and upgrades, subject to quorum/thresholds and timelocks.

6

No Advice; No Solicitation

All content is informational and does not constitute investment, legal, tax, or accounting advice, or an offer or solicitation of any kind. You are solely responsible for your decisions and should consult professional advisers.

7

Risks You Accept

By using the Services, you acknowledge substantial risks, including but not limited to:

• Market & Liquidity Risk (price volatility, thin markets, slippage, failed liquidations, redemption cooldowns).

• Smart-Contract / Protocol Risk (bugs, exploits, economic attacks, governance errors, parameter misconfiguration).

• Oracle/Metering Risk (incorrect, delayed, or manipulated data; disputes; clawback/adjustment events).

• Counterparty/Operational Risk (provider outages, power/cost shocks, hardware failure, insurance/depreciation assumptions).

• Stablecoin/Bridge Risk (de-peg, custody/issuer risk, bridge failures).

• Regulatory/Policy Changes (access restrictions, compliance actions, tax implications).

• Network/Fork Risk (congestion, reorgs, forks; incompatibilities).

You may lose part or all of your assets. Past results do not guarantee future performance.

8

User Responsibilities

You are solely responsible for:

• securing your wallets and private keys;

• verifying contract addresses and interfaces;

• understanding protocol mechanics, redemption rules, and fees;

• your taxes and filings arising from your activity;

• complying with all applicable laws (including staking/lending restrictions in your jurisdiction).

9

Prohibited Conduct

You may not:

• use the Services for illegal purposes, sanctions evasion, money laundering, or terrorist financing;

• circumvent eligibility or geofencing controls;

• perform wash trading, market manipulation, oracle manipulation, or exploit attempts;

• use bots or Sybil activity to game distributions, points, boosts, or governance;

• interfere with or disrupt the Services or related networks.

10

Fees; Reserves; Taxes

Protocol fees (e.g., origination/line fees, routing/settlement fees, governance fees) and reserve buffers may apply and are encoded on-chain or published in docs/UI. You are responsible for any taxes related to your activity.

11

No Warranties; Service Levels

The Services are provided “as is” and “as available.” No warranty of any kind (express or implied), including merchantability, fitness for a particular purpose, non-infringement, uptime, or error-free operation. Beta/experimental modules may be offered without notice.

12

Limitation of Liability

To the maximum extent permitted by law, RAX-related contributors, developers, validators, governors, affiliates, and service providers shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, data, goodwill, or other intangible losses, arising out of or related to your use of the Services.

13

Indemnification

You agree to indemnify, defend, and hold harmless RAX-related contributors, developers, validators, governors, affiliates, and service providers from and against any claims, liabilities, damages, losses, and expenses (including legal fees) arising from your use of the Services or violation of these Terms.

14

Intellectual Property

The Protocol’s code, documentation, brand elements, and content are protected by applicable IP laws. Subject to these Terms, you may access and use the Services as intended. No license or ownership is transferred to you except as expressly granted.

15

Privacy & Data

RAX Layer minimizes data collection and may use third-party compliance providers. See the Privacy Notice for details. By using the Services, you consent to processing consistent with the Privacy Notice and applicable law.

16

Modifications; Upgrades; Governance Changes

The Protocol may evolve via governance. Timelocks and public proposals/votes are used for parameter changes and upgrades where applicable. These Terms and docs may change at any time; updated versions are effective upon posting. Continued use constitutes acceptance.

17

Suspension & Termination

Access may be limited, suspended, or terminated for any reason, including compliance, security, or governance decisions. You remain responsible for obligations incurred prior to suspension/termination.

18

Third-Party Services

Links to third-party sites, bridges, wallets, custodians, or DeFi venues are provided for convenience only. RAX does not control and is not responsible for third-party services. Your use of them is at your own risk and subject to their terms.

19

Governing Law; Dispute Resolution

[To be confirmed with counsel.] Specify governing law and dispute forum (e.g., arbitration rules, seat/venue, language). Class-action waivers and jury trial waivers may be included where lawful.

20

Entire Agreement; Severability

These Terms constitute the entire agreement between you and RAX with respect to the Services. If any provision is held invalid, the remaining provisions will remain in full force and effect.

Important Note: In any conflict between these Terms and on-chain state (smart-contract logic, parameterization, and executed governance actions on RAX Layer), the on-chain state prevails.