Terms of Service

1. Acceptance of Terms; Eligibility

1.1. Binding Agreement. These Terms of Service (the “Terms”) constitute a legally binding agreement between you and TokenOS AI, LLC, a limited liability company organized in the United States, together with its parents, subsidiaries and affiliates (“TokenOS,” “we,” “us” or “our”). By accessing or using the TokenOS.ai platform, compute.TokenOS.ai, the TokenOS IDE, the DeAI compute network, the x402 facilitator, the agent marketplace, or any associated websites, tools, APIs, node-provisioning systems and smart contracts (collectively, the “Platform” or the “Services”), by connecting a Solana, EVM or other supported cryptographic wallet, by deploying any application or AI agent, or by provisioning, connecting or operating any compute node, you acknowledge that you have read, understood and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, you must not access or use the Platform.

1.2. Eligibility. You must be at least eighteen (18) years of age (or the age of majority in your jurisdiction, if higher) and have the legal capacity to enter into a binding contract. If you access the Platform on behalf of a company, partnership, trust or other legal entity, you represent and warrant that you are duly authorized to bind that entity to these Terms, in which case “you” refers to that entity. You may not access or use the Platform, and you represent that you are not, a Prohibited Person (as defined in Section 2) and that you are not located in, organized under the laws of, or ordinarily resident in a Restricted Jurisdiction.

1.3. Additional Terms. Certain Services are subject to additional terms, including node lease and provisioning agreements, enterprise order forms and master services agreements, compute-buyer acceptable-use terms, third-party model provider policies, the Verification Provider's terms presented in the verification flow, and the Permitted Countries List, Counterparty Standard and compliance procedures referenced in these Terms (collectively, “Additional Terms”). Additional Terms are incorporated by reference and, in the event of an irreconcilable conflict, prevail over these Terms solely with respect to the Service to which they apply.

2. Definitions

Capitalized terms used in these Terms have the meanings set forth below or where first defined.

“Node Operator (or Node Runner)”

any person or entity that leases, provisions, connects, hosts or operates hardware on the DeAI compute network, whether TokenOS-provisioned (Section 4.1) or user-owned external hardware (“BYOG” — bring your own GPU, Section 4.2), including any co-location provider or operator acting on its behalf.

“Compute Buyer”

any person or entity that purchases, schedules, submits or consumes compute capacity, inference or training workloads through the Platform, including through the A²E arbitrage engine, the API or any reseller.

“Enterprise Customer”

any Compute Buyer, Node Operator or other user that has executed an order form, master services agreement or enterprise plan with TokenOS.

“Covered Personnel”

the officers, directors, managers, employees, contractors, agents, authorized representatives, beneficial owners, controlling persons and authorized users of a Node Operator, Compute Buyer or Enterprise Customer.

“Covered Hardware”

graphics processing units, AI accelerators, servers, racks and related items classified under Export Control Classification Number (ECCN) 3A090, 4A090, 3A001.z or 4A003.z of the Export Administration Regulations, or any successor or substantially similar classification, including without limitation NVIDIA H100, H200, B200, B300, GB200 and GB300 systems.

“Sanctions”

all economic, trade and financial sanctions laws, regulations, embargoes and restrictive measures administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the U.S. Department of Commerce, Global Affairs Canada, the United Nations Security Council, the European Union, His Majesty's Treasury of the United Kingdom, or any other relevant sanctions authority.

“Sanctions Lists”

OFAC's Specially Designated Nationals and Blocked Persons List (“SDN List”); OFAC's Consolidated Sanctions List (including the Sectoral Sanctions Identifications, Foreign Sanctions Evaders, Non-SDN Menu-Based Sanctions, Non-SDN Chinese Military-Industrial Complex Companies and CAPTA lists); the Bureau of Industry and Security (“BIS”) Entity List, Denied Persons List, Unverified List and Military End-User List; the U.S. Department of State's Nonproliferation Sanctions and Debarred Parties lists; the Consolidated Canadian Autonomous Sanctions List maintained under the Special Economic Measures Act and the Justice for Victims of Corrupt Foreign Officials Act; and, where applicable, the UN Security Council Consolidated List, the EU Consolidated Financial Sanctions List and the UK OFSI Consolidated List.

“Restricted Jurisdiction”

Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People's Republic and Luhansk People's Republic regions of Ukraine, and any other country, region or territory that is or becomes the target of comprehensive Sanctions, together with any additional jurisdiction that TokenOS designates as prohibited (Tier A) under its Counterparty Standard.

“Prohibited Person”

any person or entity that (a) is listed on, or is owned fifty percent (50%) or more, directly or indirectly, individually or in the aggregate, by one or more persons listed on, any Sanctions List; (b) is located in, organized under the laws of, ordinarily resident in, or the government (or an agency or instrumentality of the government) of a Restricted Jurisdiction; (c) is headquartered in, or whose ultimate parent company is headquartered in, a country in Country Group D:5 of the Export Administration Regulations or Macau, to the extent a license or other authorization would be required for the relevant activity; (d) is otherwise the subject or target of Sanctions; or (e) is acting on behalf of, or for the benefit of, any of the foregoing.

“Export Control Laws”

the U.S. Export Administration Regulations, 15 C.F.R. Parts 730–774 (the “EAR”), the International Traffic in Arms Regulations, 22 C.F.R. Parts 120–130, and all other applicable export, re-export, transfer and import control laws and regulations of the United States and any other relevant jurisdiction.

“Permitted Countries List”

the list, published and updated by TokenOS from time to time, of countries and territories in which Covered Hardware may lawfully be located and connected to the network and from which Node Operators and Compute Buyers may participate.

“Counterparty Standard”

TokenOS's Restricted Jurisdiction and Counterparty Standard, as amended from time to time, which assigns every applicant, beneficial owner, wallet and node to a risk tier (Tier A – prohibited; Tier B – restricted, released only on written approval of counsel; Tier C – enhanced review; Tier D – standard) on the basis of country of residence or incorporation, hardware location and Sanctions List results, and which determines the depth of verification that applies.

“Verification Provider”

the third-party identity and business verification service engaged by TokenOS, currently Didit Identity, Inc. and its affiliate Didit Identity Spain, S.L. (“Didit”), together with any blockchain-analytics, geolocation, device-intelligence, hardware-attestation or accredited-investor verification service TokenOS engages from time to time.

“Verified Status”

the status assigned by TokenOS, in its sole determination, to a Node Operator that has completed the verification, screening and attestation requirements of Section 5 and whose screening result is clear. A result returned by a Verification Provider is evidence only; Verified Status is conferred solely by TokenOS.

“Verification Effective Date”

the date on which TokenOS implemented the verification requirements of Section 5 on the Platform; payouts accruing on or after that date are subject to Section 5, and payouts that had accrued and were pending before that date are not (Section 5.8).

“Payout Wallet”

the single blockchain address, on a chain supported by TokenOS, to which a Node Operator's service fees are paid, control of which has been proven and which has passed screening in accordance with Section 5.5.

3. Description of Services

TokenOS is a unified Web3 operating system and agentic build platform operating on the v5 architecture. The Services encompass:

• The Context & Intent Engine (CIE): our proprietary orchestration layer for building dApps, smart contracts and AI agents using third-party and proprietary large language models.
• The DeAI & A²E Neocloud: a decentralized AI compute network that routes compute jobs to Node Operators through the A²E arbitrage engine and Intel TDX confidential-computing enclaves.
• The x402 Protocol: a native, multi-chain agent-to-agent payment facilitation layer providing non-custodial USDC settlement.
• Token Launch Platform: self-service tools for users to deploy their own tokens through external decentralized launch protocols, including Pump.fun (Solana) and pons v2 (Robinhood Chain). The user who launches a token is its issuer; TokenOS is neither issuer nor promoter of any user token (Section 12.2).
• VentureOS & Staking: ecosystem acceleration and governance participation through staking the $TOS token (Sections 8.2 and 8.6).

TokenOS may add, modify, suspend or discontinue any Service or feature at any time. Certain Services are available only to users who have completed the verification procedures described in Sections 5, 6 and 7.

4. DeAI Compute Network & Node Deployment

The TokenOS DeAI network allows Node Operators to provide hardware to power compute markets via our proprietary A²E arbitrage engine.

4.1. TokenOS-Provisioned Nodes. Node Operators may, for a fixed provisioning fee, have enterprise-grade nodes (including NVIDIA H100, H200, B200, B300 Blackwell Ultra and GB300X full-rack NVL72 systems) provisioned, hosted and allocated to them for a fixed period (a “node term”) through the TokenOS provisioning system, subject to the eligibility, verification and attestation requirements of Sections 5 and 6, to Section 4.6 and to any applicable node agreement.

4.2. Bring Your Own GPU (BYOG). Node Operators may connect and integrate privately owned external hardware—including user-owned GPUs, Mac Minis and other capable computing devices—into the network to supply computing capacity in exchange for service fees, subject to TokenOS verification and compatibility protocols and to the hardware provenance, location and export-control requirements of Section 5.9. Eligibility to “plug in your own GPU” depends not only on the hardware's capability but on where the hardware lawfully sits, how it was acquired and who owns and controls it.

4.3. Protocol Economics & Net Fee Allocation. All nodes operating on the TokenOS v5 network are subject to standard protocol economics. The net service fees generated by any node (whether provisioned or BYOG)—meaning the service fees credited to the node after its provisioning fee has been recovered—are allocated automatically—to Node Operators who hold Verified Status under Section 5 (for net service fees accruing on or after the Verification Effective Date, Section 5.8), to a Payout Wallet verified under Section 5.5, and in accordance with the payout terms of the applicable node agreement—as follows:

• 50% to the Node Operator, as service fees for compute delivered.
• 25% to the $TOS staking distribution pool, allocated to stakers pro rata by stake weight; this allocation is variable, depends on compute actually sold, may be zero and is not guaranteed, and is not a dividend, interest or a return on any investment.
• 25% allocated to the TokenOS Treasury.

4.4. Independent Contractor Relationship. Each Node Operator is an independent business that supplies computing services to the network. Nothing in these Terms creates an employment, partnership, joint venture, franchise, fiduciary or agency relationship between any Node Operator and TokenOS. Node Operators are solely responsible for their own power, connectivity, co-location, insurance, licenses, permits, personnel and taxes, and have no authority to bind TokenOS.

4.5. Hardware Standards & Integrity. Node Operators shall keep node firmware, drivers and operating systems patched and secure, shall not disable, bypass or tamper with Intel TDX (or equivalent) attestation, telemetry agents or hardware-verification protocols, and shall promptly remediate any integrity failure identified by TokenOS. TokenOS may de-list, throttle or quarantine any node that fails attestation, exhibits anomalous telemetry or does not meet published performance and security standards.

4.6. Nature of Node Deployment; No Investment Contract. (a) Contribution of Compute. A Node Operator deploys a node for one purpose: to contribute computing capacity to a decentralized AI inference network. Whether the hardware is TokenOS-provisioned or operator-owned, the Node Operator is a supplier of computing services to that network and is compensated, as provided in Section 4.3, for the compute its node actually delivers to Compute Buyers.

(b) No Purchase of an Asset. Payment of a provisioning fee for a node term purchases computing time, hosting and provisioning services for a fixed period and nothing more. The Node Operator does not acquire, and TokenOS does not sell, title to or any ownership interest in any hardware, facility, software, token, intellectual property or other asset; any equity, membership, profit, revenue or debt interest in TokenOS or any affiliate; any right to participate in the management of TokenOS; or any instrument capable of appreciating in value. A node term is personal to the Node Operator, is not transferable, has no resale value and cannot be traded on any secondary market. Operators of external hardware (BYOG) supply equipment they already own; TokenOS sells them nothing.

(c) Compensation for Services, Not Return on Investment. Amounts paid to Node Operators are service fees for compute delivered, calculated as the Node Operator's allocation of the net service fees generated by its node under Section 4.3. Such fees are not dividends, interest, profit distributions or returns on an investment. They depend on demand from Compute Buyers, prevailing market prices for compute, the node's uptime and performance, and the Node Operator's continued compliance with these Terms, each of which varies and none of which TokenOS controls. TokenOS does not guarantee any minimum service fees, utilization, “return on investment,” payback period or recovery of any provisioning fee, and a node may generate little or no service fees.

(d) For-Profit Business Activity. Node deployment is participation in a for-profit commercial business activity—the supply of computing services—conducted by the Node Operator as an independent business under Section 4.4. Although the A²E engine routes workloads to nodes automatically and the Node Operator is not required to manage individual workloads, the Node Operator remains responsible for the eligibility, lawful location, connectivity, integrity, uptime and compliance of its hardware, and its compensation depends on those factors. Node service fees are business income to the Node Operator, who is responsible for its own taxes, licences and permits.

(e) Not a Security or Investment Contract. TokenOS does not offer, and a node deployment is not, a security, investment contract, note, evidence of indebtedness, profit-sharing agreement, commodity interest, deposit, loan or interest in a pooled investment vehicle under the laws of any jurisdiction. TokenOS does not pool Node Operators' funds, does not invest them and does not promise appreciation of anything. The accredited-investor attestations in Section 5.2 are protective measures adopted in an evolving regulatory environment; they do not constitute an admission that any node deployment is a security and shall not be construed to alter the commercial, fee-for-service nature of the relationship described in this Section 4.6.

(f) Acknowledgment. By deploying a node you acknowledge that you have read this Section 4.6; that you are deploying the node solely to contribute compute to the network and to be paid for the compute it delivers; that you are not relying on any statement regarding profits, yields, returns or appreciation made by TokenOS, its personnel or any third party; and that any yield or revenue figures displayed on the Platform are historical or algorithmic estimates governed by Section 8.1.

5. Node Operator Verification, Eligibility & Attestations

5.1. Verify Before Pay; Two Gates. TokenOS pays service fees to Node Operators it has not met, in digital assets, to self-custodied wallets. Accordingly, for payouts accruing on or after the Verification Effective Date (Section 5.8), TokenOS will not issue a node entitlement, register external hardware, treat an order for a node term as final, or release any service-fee allocation or other payout to any person who has not been identified, screened and approved under this Section 5. Verification proceeds through two gates: Gate 1 (identity) — completion of individual verification (Section 5.3(b)) or business verification (Section 5.3(c)), Sanctions and politically-exposed-person screening and tier assignment under the Counterparty Standard, which must be complete before any entitlement is issued or hardware registered; and Gate 2 (payout) — proof of control and screening of the Payout Wallet (Section 5.5), approval of the node or hardware by TokenOS, any enhanced-review approval required by the operator's tier, receipt of required tax documentation, and completion of the attestations in Sections 5.2 and 5.9, which must be complete before payouts are enabled. This Section 5 applies to every Node Operator and to the authorized representative, beneficial owners and controlling persons of any Node Operator that is an entity.

5.2. Accredited Investor Attestation (Regulation D, Rule 506(c)). (a) Each Node Operator represents, warrants and attests to TokenOS, as of the date of onboarding and on a continuing basis, that it is either (i) an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) participating in the DeAI network solely as an independent company or independent contractor that supplies computing services in exchange for service fees and is not otherwise subject to Regulation D with respect to its participation. Node Operators shall indicate which basis applies during onboarding and shall promptly notify TokenOS if that basis ceases to be accurate.

(b) To the extent that any node lease, node participation interest, revenue-share arrangement or other instrument offered through the Platform is or may be deemed to be a “security” under the Securities Act or applicable state law, such instrument is offered and sold solely in reliance on Rule 506(c) of Regulation D (and, in the case of non-U.S. persons, Regulation S), has not been and will not be registered under the Securities Act or the securities laws of any state, is available only to purchasers whose accredited-investor status TokenOS has verified, and may not be offered, resold, pledged or otherwise transferred except pursuant to an effective registration statement or an available exemption from registration. You acknowledge that TokenOS may engage in general solicitation and general advertising in reliance on Rule 506(c).

(c) Verification. Before accepting any subscription described in Section 5.2(b), TokenOS will take reasonable steps to verify the purchaser's accredited-investor status in accordance with Rule 506(c)(2)(ii). Such steps may include, at TokenOS's election: (i) review of Internal Revenue Service forms, bank or brokerage statements, appraisal reports and consumer credit reports; (ii) written confirmation, dated within the preceding three (3) months, from a registered broker-dealer, an SEC-registered investment adviser, a licensed attorney or a certified public accountant; (iii) for entities, formation documents, ownership records and financial statements; or (iv) the minimum-investment method described in the SEC Division of Corporation Finance no-action letter to Latham & Watkins LLP dated March 12, 2025, pursuant to which a purchaser that commits to invest at least $200,000 (for a natural person) or $1,000,000 (for a legal entity) provides written representations that it is an accredited investor and that its investment is not financed, in whole or in part, by a third party for the specific purpose of making the investment, provided that TokenOS has no actual knowledge of facts indicating otherwise. Where permitted, verification may be evidenced by programmatic on-chain or digital attestations retained by TokenOS.

(d) Bad-Actor Disqualification. Each Node Operator represents that neither it nor any of its “covered persons” (as defined in Rule 506(d)) is subject to any disqualifying event described in Rule 506(d)(1), and agrees to notify TokenOS immediately if any such event occurs.

(e) Re-attestation; Consequences. Node Operators shall re-attest to the representations in this Section 5.2 at least annually and upon any material change in their financial condition, ownership or status, and shall furnish updated supporting documentation upon request. Any false or misleading attestation constitutes a material breach of these Terms and may result in rescission, suspension, termination, forfeiture of accrued payouts and referral to the relevant authorities.

(f) No Advice. Nothing on the Platform constitutes investment, legal, tax or accounting advice or a recommendation to acquire any node, token or other interest. You should consult your own professional advisers before participating.

5.3. Identity and Business Verification (KYC/KYB). (a) Provider-Hosted Flow. Verification is performed through the Verification Provider's hosted flow, under the Verification Provider's own terms of service and privacy notice, which are presented to you in that flow and which you must accept to proceed. TokenOS does not build its own document-capture screens, does not accept identity documents by email, support ticket, chat or messaging application, and does not receive or store copies of your identity documents, selfies, liveness recordings, biometric data or full document numbers. TokenOS receives the outcome of the verification, reference identifiers and the limited profile attributes described in our Privacy Policy. Every document request will be made through the Verification Provider's secure link only; TokenOS personnel will never ask you for identity documents, seed phrases or private keys, and will never ask you to change a payout destination, by email, ticket, telephone or Telegram.

(b) Individuals. An individual Node Operator shall complete: (i) verification of a valid, unexpired, government-issued passport, national identity card or driver's licence that passes the Verification Provider's authenticity, tamper and template checks (paper copies, photocopies, screenshots and handwritten documents are not accepted); (ii) a live selfie with presentation-attack (liveness) detection and biometric face-match to the document portrait (recorded video or a photograph of a photograph fails); (iii) screening of name, date of birth and country against the Sanctions Lists and against politically-exposed-person, watchlist and, where applicable, adverse-media sources; (iv) a jurisdiction check comparing declared residence with document country and network location; and (v) where required as a step-up—for Tier C applicants, on any residence mismatch, on a fraud indicator or where an enterprise contract requires it—proof of address by bank statement, utility bill, government letter or tax document in the applicant's name dated within the preceding three (3) months. You must verify your own identity; verification on behalf of another person is not accepted, and each natural person may hold one operator identity only. Applicants are allowed three (3) automated attempts per check, after which the application is routed to manual review with prior captures attached; five (5) failed attempts within thirty (30) days suspend the application pending review.

(c) Entities. An entity Node Operator shall complete: (i) verification of legal name, registration number, jurisdiction of formation, active status and registered address against the official registry (or, where registry data is unavailable, by certificate of incorporation or good standing, register extract or shareholder register dated within the preceding three (3) months, and proof of business address, reviewed manually); (ii) full individual verification under Section 5.3(b) of its authorized representative, together with evidence of that person's authority (registry officer listing, board resolution or power of attorney); (iii) disclosure of a complete ownership and control structure chart to the natural persons at the top, with supporting documents for each layer of any layered, trust or nominee structure; (iv) full individual verification and screening of every natural person who directly or indirectly owns twenty-five percent (25%) or more of the entity (a threshold TokenOS applies as a matter of policy consistent with 31 C.F.R. § 1010.230, without conceding that it is subject to that rule) or, where no person reaches that threshold, of the senior managing official or other controlling persons, and, for Tier C applicants, a complete ownership map regardless of percentage; (v) screening of the entity itself against the Sanctions Lists; and (vi) computation by TokenOS of the fifty-percent rule described in Section 6.2 across all owners. Entities are never approved automatically; every entity application is decided by a named TokenOS compliance reviewer.

(d) Consent; Reliance. You consent to the collection, processing, transfer to and retention in the United States of your information by TokenOS and its Verification Providers for the purposes of this Section 5 and Section 6, as further described in our Privacy Policy. TokenOS may rely on the results returned by Verification Providers but makes every approval, entitlement, node-binding, workload-placement and payout decision itself and records each decision together with the policies then in force.

(e) Failure or Refusal. Failure or refusal to complete verification, or the provision of false, incomplete or misleading information, entitles TokenOS to decline onboarding, suspend or terminate access, delist nodes and withhold payouts. Confirmed identity fraud—including use of another person's document, a synthetic identity or a repeated face across accounts—results in rejection and the addition of the associated wallet and device to TokenOS's internal deny list.

(f) Tax Documentation. U.S. Node Operators shall furnish a completed IRS Form W-9, and non-U.S. Node Operators shall furnish a completed IRS Form W-8BEN or W-8BEN-E (or other applicable Form W-8), before any payout is released. Tax forms and taxpayer identifiers are held separately from verification records with access restricted to TokenOS's finance and legal functions. TokenOS may apply backup withholding, withholding under Chapter 3 or Chapter 4 (FATCA) of the Internal Revenue Code or other withholding required by law where valid documentation is not provided, and may issue information returns (including Form 1099 series or Form 1042-S) where required. Node Operators are solely responsible for determining and paying all taxes arising from their participation in the network.

5.4. Risk Tiers, Screening Results and Decisions. (a) Tiers. Every applicant, beneficial owner, wallet and node is assigned a tier under the Counterparty Standard. Residence or incorporation country and hardware location set the tier; document country is informational except where the Counterparty Standard provides otherwise (including for North Korean nationals). A Node Operator's effective tier is the more restrictive of its person tier and its hardware tier. Tier A (prohibited): the application is rejected or the operator blocked, and no payout is made under any condition. Tier B (restricted): the application is held in manual review and may be released only on a written decision of TokenOS's legal counsel; no entitlement, node binding or payout occurs until that decision is recorded. Tier C (enhanced review): proof of address, a complete ownership map, adverse-media screening, politically-exposed-person review and manual compliance approval are mandatory before payouts are enabled. Tier D (standard): the standard checks in Sections 5.3 and 5.5 apply.

(b) List Results. A confirmed match to the SDN List, OFAC's Consolidated Sanctions List, any BIS list, the Consolidated Canadian Autonomous Sanctions List, or a determination under the fifty-percent rule results in rejection or blocking. Matches to UN, EU or UK lists, politically-exposed-person or adverse-media sources, and fraud or device-risk signals route the case to manual review and are never, on their own, an automatic rejection. A potential match will be cleared as a false positive only where at least two independent identifiers (such as date of birth, residence, document number, photograph, address or ownership) contradict the listing and the contradiction is recorded; a match is never cleared on name alone. Any new match on an active Node Operator places an automatic hold on payouts before the next release.

(c) Service Levels; Communication; Appeal. TokenOS aims to decide standard cases within two (2) business days and Tier C cases within five (5) business days of receiving complete information; Tier B cases are decided as counsel requires. You will be told your status and what, if anything, is required from you. You will not be told which list produced a match, the match score or TokenOS's internal reasoning. Following a rejection for document quality or a data mismatch you may resubmit once with corrected evidence, which will be reviewed where possible by a different reviewer. A rejection following a confirmed Sanctions match is final and is not subject to appeal within TokenOS.

5.5. Payout Wallet Verification. (a) Proof of Control. A Node Operator cannot receive payouts merely by supplying an address. Payouts are made only to a Payout Wallet whose control you have proven by signing, with that wallet's private key, a unique challenge message issued by TokenOS that names your operator identifier, the chain, the address, the purpose and the time of issue and that contains a single-use cryptographic nonce expiring ten (10) minutes after issue. The wallet that made the on-chain payment of the provisioning fee for your node term has already proven control of that address and may be adopted as your initial Payout Wallet, once screened, without a further challenge.

(b) Screening. Every Payout Wallet is screened against blockchain-analytics and crypto-address watchlist sources before activation and on the recurring schedule described in Section 5.6. A direct listing of the address blocks activation; exposure to a listed address, a mixing service or a sanctioned service routes the wallet to manual review.

(c) One Wallet; Controlled Change. Each Node Operator may have one active Payout Wallet at a time, on a chain that TokenOS supports for payouts and that its screening provider covers (Solana is the primary supported chain). A change of Payout Wallet requires an authenticated session with step-up authentication, a new signed challenge, screening of the new address and a hold on payouts until the change is complete. A forty-eight (48) hour hold applies after any change before the first payout to the new address, with notice sent to your verified email address. Manual approval is required where your lifetime payouts exceed US$25,000 (or equivalent) or where the change follows a sign-in from a new device or country. The prior wallet and every change event are retained in your record. TokenOS personnel will not change a Payout Wallet on request by ticket, email, telephone or messaging application; you will be directed to the authenticated flow.

5.6. Payout Gate; Holds; Ongoing Screening and Re-verification. (a) The Gate. Every payout accruing on or after the Verification Effective Date (Section 5.8) is authorized only after a fresh evaluation, at the time of release and never on a cached result, of six conditions: operator status active; identity or business verification current and Verified Status held; Sanctions screening clear; Payout Wallet verified; node or hardware approved; and payouts enabled. If any condition fails, the payout is held, routed to a named reviewer and recorded with the reason and the policy version applied. The gate fails closed. No Verification Provider result, webhook or automated signal can enable payouts; only TokenOS can.

(b) A Hold Is Not a Forfeiture. Except where these Terms expressly provide for forfeiture, or where applicable law requires property to be blocked (Section 6.4), a hold placed under this Section 5 does not extinguish amounts otherwise due to you under the applicable node agreement. Held amounts are released when the condition giving rise to the hold is resolved.

(c) Ongoing Screening. Every Node Operator, beneficial owner and Payout Wallet with payouts enabled is rescreened against the Sanctions Lists and politically-exposed-person sources at least every thirty (30) days and whenever a Sanctions List is updated (list-delta rescreening). Verification is otherwise event-driven rather than periodic: TokenOS will require re-verification or a refresh, and may hold payouts pending completion, upon expiry of your identity document; a change of residence, place of incorporation or the country in which your hardware operates; a change of twenty-five percent (25%) or more in the ownership or control of an entity Node Operator or a change of its authorized representative or registration status; a new screening match; indicators of account compromise (including credential reset, a new device combined with a wallet change, or attempted social engineering of TokenOS personnel); a risk signal from a Verification Provider; or twenty-four (24) months of inactivity. You must keep your verification information current and notify TokenOS of any such change within five (5) business days.

5.7. Funds Received Before or Without Verification; Refunds. Provisioning fees for node terms are paid in digital assets when the node term is ordered, and payment may arrive before Gate 1 is complete. Until you hold Verified Status no entitlement is issued, no term begins and your funds are held unapplied. If you do not start or complete verification, TokenOS will remind you and, thirty (30) days after payment, will cancel the order and return your funds to the originating wallet, net of network fees, after that wallet has been screened, unless a screening match is pending. If your application is rejected for an identity failure without a Sanctions match, your funds will be returned to the originating wallet only after TokenOS confirms that neither you nor the wallet is the subject of a match. If a Sanctions match on you or your wallet is confirmed, your funds constitute blocked property, will not be returned or applied to any node, and will be handled in accordance with Section 6.4. If you are assigned Tier B, your funds are held unapplied pending the written decision of counsel and returned if that decision is negative and no match exists. Refunds are made only to the originating wallet and never to any third address, however the request is framed.

5.8. Existing Node Operators; Verification Effective Date. (a) Prospective Application. The verification requirements of this Section 5 apply from the date on which TokenOS implemented them on the Platform (the “Verification Effective Date”). Payouts that accrue on or after the Verification Effective Date—whether under a node term that began before or after that date—are subject to this Section 5, and no such payout is released until Gate 1 and Gate 2 are complete.

(b) Payouts Pending Before the Verification Effective Date. Payouts that had accrued and were pending as of the Verification Effective Date are not subject to the verification requirements, Verified Status condition or payout gate of this Section 5. Such payouts are released in accordance with the payout terms of the applicable node agreement to the wallet designated under that agreement, subject only to holds or blocks that applicable law requires (including Sanctions screening under Sections 6.4 and 8.4).

(c) Verification Invitation. Existing Node Operators whose terms are running, or whose payouts accrue on or after the Verification Effective Date, will receive a verification invitation through the authenticated Platform and to their verified email address stating a deadline of not less than fourteen (14) days, with reminders before the deadline. Verification conditions the release of payouts that accrue on or after the Verification Effective Date; it does not change the amounts owed under the node agreement you accepted. A Node Operator who does not respond by the deadline is placed in a re-verification-required state: its node continues to run for the remainder of its term and service fees accruing on or after the Verification Effective Date are held, not forfeited, until verification is completed. The invitation is a program-wide control applied to every Node Operator and is not a response to any individual claim.

5.9. Hardware Provenance, Location & Export-Control Attestations. (a) Provenance Representations. Each Node Operator represents and warrants, with respect to all hardware it connects to the network, that: (i) the hardware was lawfully acquired from an authorized manufacturer, distributor or reseller and is not stolen, diverted or smuggled; (ii) the hardware was not exported, re-exported or transferred (in-country) in violation of any Export Control Laws and is not subject to any unfulfilled license condition; (iii) the Node Operator is not aware of any pending or threatened inquiry by BIS or any other authority relating to the hardware; and (iv) the hardware does not incorporate advanced-computing integrated circuits developed or produced in violation of the EAR, including the Huawei Ascend 910B, 910C and 910D, the use of which BIS has advised may constitute a violation of General Prohibition 10 (BIS guidance dated May 13, 2025).

(b) Location Requirements; BIS Licensing. You acknowledge that the export, re-export or in-country transfer of Covered Hardware to certain destinations, end users or end uses, and the operation of Covered Hardware in or from certain destinations, requires a license or other authorization from BIS under the EAR (including 15 C.F.R. §§ 742.6, 744.11, 744.21, 744.22 and 744.23), and that hardware located in or moving to a restricted destination may require a BIS license before it may be moved or operated. Accordingly, all Covered Hardware must be physically located in a country or territory on the Permitted Countries List at all times while connected to the network; may never be located in a Restricted Jurisdiction; and may not be located in, or operated for the benefit of any entity headquartered (or whose ultimate parent is headquartered) in, a Country Group D:5 country or Macau, or any other destination for which a license would be required, unless a valid BIS license covering the hardware, location and end use has been furnished to and accepted by TokenOS in advance. You are solely responsible for identifying and obtaining any required license or authorization.

(c) Technical Verification of Location. TokenOS does not accept self-reported hardware location. The location, identity and integrity of Covered Hardware are verified technically, without reliance on Node Operator statements, through a combination of: (i) Intel TDX (or equivalent) remote attestation that cryptographically binds each workload to specific, enumerated hardware; (ii) network telemetry, including IP address and autonomous-system analysis, multi-vantage-point latency measurement (ping-based location verification) and routing analysis; (iii) hardware serial-number and device-fingerprint inventory; and (iv) periodic and event-driven re-attestation. Any inconsistency between attested, telemetered and declared location or identity constitutes grounds for immediate suspension, payout hold and investigation.

(d) Relocation. Node Operators shall provide TokenOS at least thirty (30) days' prior written notice before relocating any Covered Hardware, shall not relocate Covered Hardware to any country or territory that is not on the Permitted Countries List, and shall complete any re-verification that TokenOS requires before reconnecting relocated hardware. TokenOS may update the Permitted Countries List at any time in response to changes in law, Sanctions, licensing policy or risk assessment and may suspend nodes located in a country removed from the list, providing reasonable notice where practicable.

(e) Anti-Circumvention. Node Operators shall not use virtual private networks, proxies, tunnels, relays, satellite backhaul, location or latency spoofing, nested virtualization or any other technique to disguise, misrepresent or obscure the physical location, identity, ownership or configuration of any hardware, and shall not tamper with or attempt to defeat any attestation, telemetry or verification mechanism.

(f) Audit Rights. TokenOS and its designees may, at any time, audit a Node Operator's compliance with this Section 5.9 remotely and, upon ten (10) business days' notice (or immediately where TokenOS reasonably suspects a violation or is required to do so by a governmental authority), on-site at any facility housing Covered Hardware. Node Operators shall, within five (5) business days of request, produce purchase invoices, shipping, customs and import records, co-location or data-center agreements, serial-number inventories, licenses and any other records reasonably requested, and shall retain all such records for not less than five (5) years in accordance with 15 C.F.R. Part 762 or such longer period as applicable law requires.

(g) Reporting; Cooperation. Node Operators shall notify TokenOS within twenty-four (24) hours of becoming aware of any actual or suspected diversion, theft, tampering, unauthorized relocation or unlawful export of Covered Hardware. You acknowledge and agree that TokenOS may report any such matter, and any credible information concerning it, to BIS, OFAC or other competent authorities, and may cooperate fully with any resulting inquiry. To the extent the Chip Security Act or any similar law or regulation is enacted or promulgated, Node Operators shall implement and shall not interfere with any location-verification or reporting mechanism mandated thereunder.

6. Sanctions, Export Controls & Financial-Crime Compliance

This Section 6 applies to all users of the Platform, including Node Operators, Compute Buyers, Enterprise Customers, agent creators, token launchers, stakers and their Covered Personnel.

6.1. Sanctions Screening at Onboarding and Continuously. All Node Operators, operators, Compute Buyers, Enterprise Customers and their Covered Personnel and beneficial owners agree to be screened, and consent to the screening of their names, aliases, dates of birth, nationalities, addresses, identification numbers, IP geolocation and connected wallet addresses, against the SDN List, OFAC's Consolidated Sanctions List and all other Sanctions Lists (i) at onboarding, before any Service is activated or any payout released, and (ii) continuously thereafter, including automated list-delta rescreening each time any Sanctions List is amended and periodic full-portfolio rescreening. Screening may be performed by TokenOS or by Verification Providers. Which lists block and which route to review is fixed by TokenOS under the Counterparty Standard and is not left to any provider default.

6.2. Fifty-Percent Ownership Rule. Consistent with OFAC's Revised Guidance on Entities Owned by Persons Whose Property and Interests in Property Are Blocked (August 13, 2014), TokenOS treats any entity that is owned fifty percent (50%) or more, directly or indirectly, individually or in the aggregate, by one or more blocked persons as itself blocked, whether or not the entity appears on any Sanctions List. TokenOS computes this rule itself across the complete ownership structure disclosed under Section 5.3(c). Each entity user shall disclose its complete direct and indirect ownership and control structure at onboarding and shall notify TokenOS within five (5) business days of any change that results in a change of ten percent (10%) or more in the ownership of the entity or in any ownership interest, of any size, held by a blocked person. TokenOS applies the same aggregation analysis, as a matter of policy, to entities owned by parties on the BIS Entity List and Military End-User List (the BIS “Affiliates Rule,” 15 C.F.R. Part 744, as amended and as it may be reinstated).

6.3. Restricted Jurisdictions — Hard Block. TokenOS prohibits, and technically blocks, all access to and use of the Platform from, in, or for the benefit of any Restricted Jurisdiction, including Iran, North Korea, Cuba, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine. This prohibition is enforced through a layered combination of (i) KYC/KYB residency, nationality and address verification; (ii) IP-address geoblocking with VPN, proxy, Tor and hosting-provider detection; (iii) blockchain and wallet analytics that identify direct and indirect exposure of connected wallets to Sanctions List addresses, Restricted Jurisdiction services, mixers, darknet markets and other high-risk counterparties; and (iv) device-intelligence and behavioral signals. You represent and warrant that you are not located in, ordinarily resident in, organized under the laws of, or acting on behalf of any person in, a Restricted Jurisdiction, and that you will not access the Platform from a Restricted Jurisdiction. Any attempt to circumvent these controls constitutes a material breach of these Terms. TokenOS may, in its discretion, restrict or apply enhanced due diligence to additional high-risk jurisdictions under the Counterparty Standard.

6.4. Blocking, Rejection and Reporting. If TokenOS determines, or has reasonable grounds to suspect, that any user, Covered Personnel, beneficial owner or wallet is a Prohibited Person or is otherwise the subject of Sanctions, TokenOS may, without notice or liability: refuse, suspend or terminate access; block (freeze) any property or interests in property—including funds received for node terms, accrued payouts, credits, staked assets and any digital assets within TokenOS's control—and hold such property in accordance with applicable OFAC regulations without returning, transferring or otherwise processing it; reject any transaction; and file any required or voluntary report with OFAC (including reports of blocked property within ten (10) business days and annual reports of blocked property pursuant to 31 C.F.R. § 501.603), Global Affairs Canada, FinCEN or other authorities. You waive any claim against TokenOS arising from actions taken in good-faith compliance with Sanctions.

6.5. Export Controls — Platform, Compute and Output. You shall comply with all Export Control Laws in connection with your use of the Platform. Without limitation, you shall not (i) export, re-export, transfer or provide access to the Platform, its software or technology, model weights, or the output of any compute workload to any Restricted Jurisdiction or Prohibited Person; (ii) use, or permit the use of, any compute capacity for any end use prohibited by Part 744 of the EAR, including the design, development, production or use of nuclear, chemical or biological weapons or missiles, military end uses or military end users in Country Group D:5, military-intelligence end users, or the development or production of supercomputers or advanced-node integrated circuits in a Country Group D:5 country or Macau (15 C.F.R. § 744.23); or (iii) obtain or provide compute capacity for the benefit of any entity headquartered, or whose ultimate parent is headquartered, in a Country Group D:5 country or Macau where a license would be required. You acknowledge BIS guidance dated May 31, 2026 confirming that license requirements for ECCN 3A090 and 4A090 items with respect to such entities remain in force irrespective of the entity's physical location and notwithstanding the non-enforcement of the January 2025 “AI Diffusion” rule. TokenOS may refuse, suspend or terminate any account or workload that it reasonably believes would require a license or authorization that has not been obtained.

6.6. IaaS Customer Identification Program (Executive Order 13984). TokenOS is a United States provider of Infrastructure-as-a-Service products. Pursuant to Executive Order 13984 and the implementing regulations proposed by the Department of Commerce (89 Fed. Reg. 5698, January 29, 2024), as proposed and as they may be finally adopted, TokenOS maintains a written Customer Identification Program under which it (i) verifies the identity of foreign persons that obtain IaaS accounts or capacity, including legal name, address, nationality or jurisdiction, means and source of payment, email address, telephone number and IP addresses used to access the Service; (ii) conducts due diligence on the beneficial owners of foreign entity customers; (iii) requires any foreign reseller of TokenOS compute capacity to maintain an equivalent program; (iv) retains records of the foregoing; and (v) reports to the Department of Commerce, within the time required by law, any transaction by, for or on behalf of a foreign person that involves training a large AI model with potential capabilities that could be used in malicious cyber-enabled activity, as defined by the technical thresholds designated by the Secretary of Commerce from time to time (currently proposed at greater than 10²⁶ integer or floating-point operations, or 10²³ operations for models trained primarily on biological sequence data). Each Compute Buyer shall disclose to TokenOS, accurately and in advance, any workload that constitutes or may constitute the training of such a model, together with the identity of the model developer and the intended end users, and shall update such disclosures as circumstances change. You consent to such verification and reporting and acknowledge that TokenOS may implement any special measure the Secretary of Commerce may impose prohibiting or conditioning the accounts of specified foreign persons or jurisdictions.

6.7. Bulk Sensitive Personal Data (DOJ Data Security Program). You shall not use the Platform to engage in any transaction prohibited or restricted by the U.S. Department of Justice Data Security Program, 28 C.F.R. Part 202, implementing Executive Order 14117, including any data brokerage, vendor, employment or investment transaction that would give a country of concern (currently the People's Republic of China, including Hong Kong and Macau, Russia, Iran, North Korea, Cuba and Venezuela) or a covered person access to bulk U.S. sensitive personal data or government-related data. Node Operators that are, or are owned or controlled by, covered persons may not be routed workloads involving such data. Any Compute Buyer that processes bulk U.S. sensitive personal data through the network shall comply with the security requirements published by the Cybersecurity and Infrastructure Security Agency for restricted transactions and, where applicable, the annual reporting and ten-year recordkeeping obligations of 28 C.F.R. Part 202. TokenOS may restrict the routing of designated workloads to nodes operated by non-covered persons in permitted locations.

6.8. Anti-Money Laundering and Counter-Terrorist Financing. The Platform is non-custodial: TokenOS does not accept, hold or transmit funds or digital assets on behalf of users, and the rental of computing capacity is not money transmission. Nevertheless, TokenOS maintains risk-based controls designed to detect and prevent money laundering, terrorist financing and other financial crime. You represent and warrant that no funds or digital assets used on or derived from the Platform constitute the proceeds of crime, and you shall not structure transactions or otherwise act to evade any reporting or recordkeeping requirement. TokenOS may screen for politically exposed persons and adverse media, apply enhanced due diligence to higher-risk users and jurisdictions, request information regarding source of funds or source of wealth where a profile warrants it, and file reports with FinCEN or other authorities where required or permitted by law.

6.9. Anti-Corruption. You shall comply with the U.S. Foreign Corrupt Practices Act, the Corruption of Foreign Public Officials Act (Canada), the UK Bribery Act 2010 and all other applicable anti-bribery and anti-corruption laws, and shall not offer, promise, give or authorize anything of value to any government official or other person to improperly influence any act or decision in connection with the Platform.

6.10. Records; Cooperation; Changes in Law. TokenOS retains verification outcomes, screening results, tier decisions, holds, wallet proofs, payout evidence and related audit events for not less than ten (10) years after the end of the relevant relationship in accordance with 31 C.F.R. § 501.601, export-control records for not less than five (5) years, and other compliance records as required by law; a litigation hold or preservation demand suspends deletion. You agree to cooperate promptly and truthfully with any compliance inquiry by TokenOS or any governmental authority. TokenOS may amend its compliance requirements, procedures, the Counterparty Standard and the Permitted Countries List at any time and without prior notice to the extent required by any change in applicable law, regulation, Sanctions, license condition or governmental guidance.

7. Compute Buyers, Enterprise Customers & Acceptable Use

7.1. Verification of Enterprise Customers and Compute Buyers. Enterprise Customers complete business verification, beneficial-ownership disclosure and Sanctions screening under their order form or master services agreement, which shall contain representations, warranties and audit rights no less protective than Sections 5.3(c), 6 and 7 of these Terms. Compute Buyers are subject to Sanctions screening and IP geoblocking under Sections 6.1 and 6.3 and to the IaaS Customer Identification Program in Section 6.6, and Compute Buyers that exceed usage, spend or risk thresholds established by TokenOS may be required to complete verification equivalent to Section 5.3 before access is continued. TokenOS may condition or limit access to compute capacity pending completion of verification.

7.2. Workload Acceptable Use. You shall not submit, schedule or run any workload that: (i) generates, stores or distributes child sexual abuse material or non-consensual intimate imagery; (ii) develops, tests or deploys malware, ransomware, botnets or tools for unauthorized access to computer systems; (iii) is directed at the design, development, production or acquisition of chemical, biological, radiological or nuclear weapons or their means of delivery; (iv) targets, disrupts or degrades critical infrastructure; (v) conducts unlawful surveillance, mass biometric identification or the profiling of individuals on the basis of protected characteristics in violation of applicable law; (vi) infringes third-party intellectual-property, privacy or publicity rights, or trains on data you have no lawful right to use; (vii) produces deceptive synthetic media for fraud, election interference or impersonation; (viii) processes export-controlled technical data or classified information without authorization; or (ix) violates the usage policies of any third-party model provider whose models are accessed through the Platform. TokenOS may suspend or terminate any workload that it reasonably believes violates this Section.

7.3. Data and Confidentiality. You are solely responsible for establishing a lawful basis for, and for obtaining all consents required in connection with, any data you process through the network. Workloads are executed within Intel TDX confidential-computing enclaves where supported; however, TokenOS does not guarantee the confidentiality, integrity or availability of any workload, data or output and disclaims liability for any unauthorized access except to the extent caused by its gross negligence or willful misconduct.

7.4. Flow-Down. Enterprise Customers shall flow down obligations equivalent to Sections 5, 6 and 7 to any affiliate, reseller or end customer that accesses compute capacity through them and remain responsible for their compliance.

8. Financial Terms, Staking, Rates & Taxes

8.1. Rates, Estimates & Historical Data Disclaimer. TokenOS utilizes the A²E arbitrage engine to optimize job routing. Any service rates, historical fee totals, net service fee figures, completed-term ratios or other metrics displayed for compute nodes or DeFi strategies are live rates, cumulative historical data or algorithmic estimates based on prevailing network conditions and are not forecasts, projections or guarantees. Historical performance is not indicative of future results. TokenOS does not guarantee any specific financial return, utilization rate or payout, and Node Operator compensation is a fee for compute delivered as described in Section 4.6.

8.2. Staking Mechanics. Staking $TOS to participate in governance and in the protocol fee allocation under Section 4.3 requires mandatory 30-day warm-up and 30-day cooldown periods. Staking distributions are a variable allocation of protocol fees and SOL fee streams; they depend on the volume of compute actually sold on the network and on other network activity, vary over time, may be zero and are not guaranteed. They are payments for participation in governance and network operation, not dividends, interest, profit-sharing or a return on an investment, and TokenOS does not undertake, and has not represented or promised, to manage the network or take any other action for the purpose of increasing the amount of distributions or the value of $TOS. Deposits to the staking distribution pool are made under a fixed, published rule—25% of each node's net service fees (in USDC) under Section 4.3, deposited automatically when that node completes its node term, and 50% of the $TOS creator-fee and liquidity-pool fee streams received by TokenOS (in SOL), deposited as those fees are collected. TokenOS does not exercise discretion over the timing or the amount deposited, and each deposit is an on-chain transaction. Unstaking prior to the completion of these periods will result in the forfeiture of all associated distributions. Staking is not available to Prohibited Persons or from Restricted Jurisdictions.

8.3. x402 Settlements. TokenOS facilitates wallet-to-wallet USDC settlements via the x402 protocol with approximately 400 ms finality. TokenOS does not hold custody of user funds at any time and is not a party to any payment between a payer and a payee. Stablecoins accepted through the x402 facilitator are limited to those TokenOS designates from time to time in light of applicable law, including the GENIUS Act.

8.4. Compliance Holds. In addition to the holds described in Section 5.6, TokenOS may withhold, delay or block any payout, distribution, refund or credit where a user has not completed required verification or attestations, where a Sanctions or export-control review is pending, where TokenOS is required to do so by law or legal process, or where TokenOS reasonably suspects fraud, circumvention or breach of these Terms. Every hold is recorded with its reason and is visible to TokenOS's finance and compliance functions; nothing is held silently.

8.5. Taxes. You are solely responsible for determining, reporting and paying all taxes, duties and governmental charges arising from your use of the Platform, including income taxes on node service fees, staking distributions and agent payments. Amounts payable to you may be reduced by any withholding required by law. TokenOS does not provide tax advice.

8.6. Nature of the $TOS Token. (a) Utility and Governance. $TOS is intended to function as a utility and governance token within the TokenOS ecosystem: it is accepted as payment for the platform credits that meter builds, iterations and deployments in the Development Workspace and runs in the Agent Builder, it is used to participate in governance votes and, when staked, in the protocol fee allocation described in Sections 4.3 and 8.2. Holding $TOS is not required to use the Platform (credits may also be purchased in SOL), and $TOS is not offered to Prohibited Persons or in Restricted Jurisdictions.

(b) No Investment Representation. TokenOS does not offer or sell $TOS as an investment and makes no representation or promise—on the Platform, in documentation, on social media or otherwise—that it will undertake any managerial, entrepreneurial, development, marketing, listing, liquidity, buyback, burn or other effort for the purpose of increasing the value of $TOS or the amount of any staking distribution. Statements about the current capabilities of the Platform describe existing utility; statements about possible future features are aspirational, may never be realized and are not commitments of essential managerial effort. Any repurchase or burn of $TOS that TokenOS may carry out from time to time is treasury management, is not a promise of yield or return and may be discontinued at any time.

(c) Functionality and Decentralization. For purposes of any assessment under the U.S. Securities and Exchange Commission's interpretive framework for crypto assets, TokenOS defines the thresholds at which the TokenOS crypto system is “functional” and “decentralized” in the $TOS Functionality & Decentralization Statement published on the Platform, as updated from time to time, and not by reference to any general market conception of those terms.

(d) Characterization. TokenOS makes no representation regarding the characterization of $TOS under the securities, commodities or other laws of any jurisdiction, which remain subject to change, including the SEC's Interpretive Release No. 33-11412, any final Regulation Crypto Assets and pending U.S. digital-asset market-structure legislation. You acquire, hold and stake $TOS solely for its utility and governance functions and in reliance on your own assessment, and not in reliance on any statement by TokenOS regarding profits, yields, returns or appreciation.

9. Intellectual Property & AI-Generated Output

9.1. Platform IP. The Platform, including the CIE, the A²E arbitrage engine, the x402 protocol implementation, all software, models, documentation, trademarks and content provided by TokenOS, is owned by TokenOS or its licensors and protected by intellectual-property laws. Except as expressly permitted, you may not copy, modify, reverse-engineer, decompile, create derivative works of, or otherwise exploit any part of the Platform.

9.2. Your Content and Output. As between you and TokenOS, you retain ownership of the prompts, code, data and configurations you submit and, to the extent permitted by applicable law, of the applications, smart contracts and other output generated for you through the Platform (“Output”). You grant TokenOS a non-exclusive, worldwide, royalty-free license to host, store, process, transmit and display your content and Output solely as necessary to provide, secure and improve the Services. You acknowledge that Output is generated by probabilistic AI systems, may be inaccurate, incomplete or insecure, may be similar to output generated for other users, and is provided without warranty. You are solely responsible for reviewing, testing and auditing any Output before deploying it.

9.3. Third-Party Models. Models made available through the Platform are provided by third parties (including OpenAI, Anthropic and Google) and are subject to their respective terms and usage policies, which you agree to comply with.

9.4. Copyright Complaints. TokenOS responds to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act. Notices may be sent to info@tokenos.ai. TokenOS may remove or disable access to allegedly infringing material and terminates the accounts of repeat infringers in appropriate circumstances.

9.5. Feedback. Any suggestions or feedback you provide may be used by TokenOS without restriction or compensation.

10. Limitation of Liability & Compute Usage (Critical Exclusion)

10.1. Agnostic Infrastructure. TokenOS operates strictly as an agnostic infrastructure and orchestration layer. We do not monitor, control, or endorse the intent, legality, or content of the smart contracts built, tokens launched, or compute jobs executed by end-users or Compute Buyers, except to the limited extent required by Sections 6 and 7.

10.2. Complete Release of Liability. To the maximum extent permitted by applicable law, TokenOS, its parent corporate entities, affiliates, officers, and developers shall not be held liable for any direct, indirect, incidental, special, consequential, or punitive damages arising out of or related to how users utilize the Platform or deployed compute nodes. This includes, but is not limited to:

• The generation, distribution, or hosting of illegal, copyrighted, or malicious content.
• The execution of cyberattacks, hacking, or unauthorized cryptographic operations.
• Financial losses incurred through AI trading agents, smart contract vulnerabilities, or decentralized finance (DeFi) protocols built using the CIE.
• Violations of any local, state, national, or international laws by Compute Buyers or platform users.
• Any hold, suspension, blocking, withholding, delisting, refund delay or reporting undertaken in good-faith compliance with Sections 5 and 6, Sanctions, Export Control Laws or other applicable law.

10.3. Operator Acknowledgment. As a Node Operator, you acknowledge that your compute power is rented dynamically on an open marketplace. You agree to hold TokenOS harmless from any claims, regulatory actions, or damages arising from the end-use of your node's processing power.

10.4. Force Majeure; Banking, Custodial & Third-Party Events. Notwithstanding anything to the contrary contained herein, neither TokenOS.ai nor TokenOS AI, LLC, nor any of their respective parents, subsidiaries, affiliates, members, managers, officers, directors, employees, contractors, licensors, or agents (collectively, the “TokenOS Parties”), shall be liable or responsible for any delay or failure of performance, or for any delay, diminution, inaccessibility, or loss of funds, digital assets, or other property, in whole or in part, arising out of, relating to, or attributable to causes or events beyond their reasonable control, including, without limitation: (i) the closure, suspension, freezing, restriction, insolvency, receivership, or failure of any account maintained with any bank, credit union, trust company, money services business, payment processor, exchange, custodian, or other financial institution, including, for the avoidance of doubt, any such event in which the institution fails, refuses, or is otherwise unable to return funds to the TokenOS Parties; (ii) hacks, exploits, phishing, ransomware, malware, denial-of-service attacks, security breaches, theft, or other malicious acts or omissions of third parties; (iii) seizure, confiscation, forfeiture, garnishment, attachment, escheatment, sanction, or any other governmental, regulatory, judicial, or law-enforcement action or order; (iv) acts of God, natural disasters, catastrophes, fires, floods, earthquakes, storms, epidemics, pandemics, war, hostilities, terrorism, civil unrest, insurrection, riots, embargoes, or labor disputes; (v) failures, congestion, forks, reorganizations, or outages of any blockchain network, validator set, smart contract, oracle, bridge, internet infrastructure, electrical grid, or telecommunications system; and (vi) any enactment of, or change in, any law, regulation, or governmental policy (each, a “Force Majeure Event”). The occurrence of a Force Majeure Event shall excuse the affected performance of the TokenOS Parties for so long as, and to the extent that, such event persists, and in no event shall the TokenOS Parties be obligated to reimburse, indemnify, restore, or otherwise compensate any user, Node Operator, or other party for any loss, delay, or damage arising therefrom.

10.5. Insurance; No Assumption of Liability. The TokenOS Parties may, where commercially reasonable, possible, and applicable, procure and maintain one or more insurance policies intended to mitigate certain losses of the nature described in Section 10.4. You acknowledge and agree, however, that any such policies, if and where maintained, may not extend to, cover, or fully compensate all losses, categories of loss, or amounts; that the existence or maintenance of any such policy shall not constitute, and shall not be construed as, a guarantee, warranty, undertaking, or assumption of liability by any of the TokenOS Parties; that no user is, or shall be deemed to be, a third-party beneficiary of any such policy; and that, whether or not any such insurance is maintained or any claim thereunder is honored in whole or in part, the TokenOS Parties assume no liability whatsoever, and expressly disclaim all liability, for any losses described in Section 10.4, to the maximum extent permitted by applicable law.

10.6. Aggregate Cap. To the maximum extent permitted by law, the aggregate liability of the TokenOS Parties to you for all claims arising out of or relating to these Terms or the Platform shall not exceed the greater of (i) the fees paid by you to TokenOS in the twelve (12) months preceding the event giving rise to the claim and (ii) one hundred U.S. dollars (US$100).

11. Indemnification

You agree to defend, indemnify and hold harmless the TokenOS Parties from and against any and all claims, demands, investigations, penalties, fines, damages, liabilities, losses, costs and expenses (including reasonable attorneys' fees and the costs of responding to governmental inquiries) arising out of or relating to: (i) your breach of these Terms or any Additional Terms; (ii) any inaccurate, false or misleading attestation, representation or information provided under Sections 5, 6 or 7, including in any verification flow; (iii) any violation by you or your Covered Personnel of Sanctions, Export Control Laws, securities laws, tax laws, data-protection laws or any other applicable law; (iv) the acquisition, location, relocation, operation or end use of any hardware you connect to the network; (v) any workload you submit, any Output you deploy, any token you launch or any agent you publish; (vi) your interactions with any blockchain, wallet, smart contract or third party; and (vii) any tax, withholding, interest or penalty assessed against a TokenOS Party by reason of payments made to you.

12. Prohibited Activities; Token Creators

12.1. Prohibited Activities. Users shall not:

• Attempt to bypass, disable or tamper with Intel TDX secure enclaves, attestation, telemetry or hardware-verification protocols on any deployment.
• Reverse-engineer the CIE, x402 protocol, or A²E arbitrage engine.
• Use the Platform to facilitate money laundering, terrorist financing, or the evasion or circumvention of Sanctions or Export Control Laws, or to deploy malicious smart contracts.
• Access or attempt to access the Platform from a Restricted Jurisdiction, or use VPNs, proxies or other means to disguise location, identity or the origin of funds or hardware.
• Provide false, misleading or incomplete information in any verification, accredited-investor, ownership, hardware, location or large-model-training disclosure; use another person's identity, documents or wallet; verify on behalf of another person; or fail to keep such information current.
• Attempt to receive payouts to a wallet you do not control, or request that TokenOS personnel change a payout destination outside the authenticated flow.
• Connect hardware that was unlawfully exported, diverted or acquired, or relocate Covered Hardware in violation of Section 5.9.
• Provide, resell or sublicense compute capacity to any Prohibited Person or for any prohibited end use.
• Interfere with the security, integrity or performance of the Platform, other users' nodes or workloads, or any blockchain network.
• Engage in market manipulation, wash trading, rug pulls, undisclosed insider allocations or other deceptive practices in connection with any token launched through the Platform.
• Use the Platform in violation of any applicable law or the rights of any third party.

12.2. Token Creators Are the Issuers. (a) Your Token, Your Responsibility. If you deploy a token through the Token Launch Platform (a “Creator”), you are the issuer of that token and the sole party responsible for its design, distribution, marketing and legal compliance in every jurisdiction in which it is offered, including compliance with the U.S. federal securities laws (including any determination that the token is offered as part of an investment contract), Regulation Crypto Assets or any successor exemption if applicable, commodities laws, consumer-protection laws, tax laws and Sanctions. TokenOS provides self-service software that submits transactions you author to third-party protocols and charges flat service fees for doing so (and may receive a share of protocol trading fees on certain launch protocols); TokenOS does not create, sponsor, endorse, underwrite, list, market or make a market in any Creator token, does not receive ten percent (10%) or more of any Creator token's supply or of the proceeds of the sale of that token in connection with its founding or organization, and is not an issuer, promoter, underwriter, broker, dealer, exchange or transfer agent of any Creator token.

(b) Prohibited Representations. In connection with any Creator token you shall not, on the Platform or elsewhere: (i) represent or promise that you or any other person will undertake managerial or entrepreneurial efforts to increase the token's price or value unless you have complied with all securities laws applicable to such an offering; (ii) present any buyback, burn, creator-tax or fee-redistribution feature as creating yield, income, dividends or a return for holders; (iii) state or imply that TokenOS has reviewed, approved, endorsed or is responsible for the token; (iv) advertise or imply any expected price, return, APY or profit; or (v) make any statement about the token that is false, misleading or inconsistent with its on-chain parameters. Optional protocol features that TokenOS surfaces for configuration (such as creator taxes or buyback flags) are mechanical parameters of the third-party launch protocol and are not recommended, promoted or characterized by TokenOS as value-support or return-generating mechanisms.

(c) Remedies. TokenOS may remove any Creator token from Platform displays, suspend or terminate the Creator's account and cooperate with regulators where it reasonably believes this Section 12.2 has been breached. You will indemnify TokenOS under Section 11 for any claim arising from a token you launch.

13. Compliance Monitoring, Suspension & Termination

13.1. Monitoring. You acknowledge that TokenOS monitors Platform activity, node telemetry, wallet interactions and compliance signals as described in these Terms and the Privacy Policy, and may investigate any suspected violation. Every verification, screening, tier, hold, wallet, node and payout decision is recorded with its time, originating system, actor, reason and the policy version applied, and the record is retained under Section 6.10.

13.2. Suspension and Termination. TokenOS may suspend, restrict or terminate your access to all or part of the Platform, delist nodes, cancel workloads and withhold or block payouts immediately and without prior notice if (i) you breach or TokenOS reasonably suspects you have breached these Terms; (ii) you are or become a Prohibited Person or fail any screening or verification; (iii) required by law, regulation, Sanctions, license condition or governmental order; or (iv) your continued access presents a legal, regulatory, security or reputational risk to TokenOS. You may stop using the Platform at any time; accrued obligations survive.

13.3. Effect of Termination. Upon termination, your right to use the Platform ceases. Sections 2, 4.6, 5.2(b), 5.6(b), 5.7, 5.9(f)–(g), 6, 8.4–8.6, 9, 10, 11, 13, 14, 15 and 16 survive termination, together with any other provision that by its nature is intended to survive.

14. Disclaimers & Risk Disclosures

14.1. As-Is. THE PLATFORM, ALL SERVICES AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OR UNINTERRUPTED OPERATION.

14.2. Digital-Asset and Compute-Market Risks. You acknowledge that digital assets are volatile and may lose all value; that blockchain transactions are irreversible; that smart contracts may contain defects or be exploited; that private keys lost or compromised cannot be recovered by TokenOS; that compute demand, pricing and utilization fluctuate and may fall to zero; that hardware may become obsolete or be rendered unusable by changes in law or licensing; and that the legal and regulatory treatment of digital assets, AI compute and decentralized networks is uncertain and evolving in the United States and elsewhere, including under pending market-structure legislation and export-control rulemaking.

14.3. No Fiduciary Duty; No Advice. TokenOS is not your broker, dealer, adviser, fiduciary or agent. Nothing on the Platform constitutes investment, financial, legal, tax or accounting advice.

14.4. Distributions Are Not Returns. Node service fees, $TOS staking distributions, referral credits and agent payments are compensation for compute delivered, governance and network participation, referrals made or services rendered. None of them is a dividend, interest, profit distribution or return on an investment, none is guaranteed, and none is derived from any promise by TokenOS to manage an enterprise for your benefit. Historical figures shown on the Platform are cumulative data, not projections.

15. Governing Law & Dispute Resolution

15.1. Governing Law. These Terms and any dispute arising out of or relating to them or the Platform are governed by the laws of the State of Delaware and the federal laws of the United States, without regard to conflict-of-laws principles.

15.2. Informal Resolution. Before commencing any proceeding, you agree to notify TokenOS in writing at info@tokenos.ai describing the dispute and to attempt in good faith to resolve it for a period of thirty (30) days.

15.3. Binding Arbitration; Class-Action Waiver. Except for claims that qualify for small-claims court and claims for injunctive relief to protect intellectual property or to enforce Sections 5, 6 or 12, any dispute not resolved informally shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules before a single arbitrator seated in Dover, Delaware (or conducted by video conference), applying the Federal Arbitration Act. YOU AND TOKENOS EACH WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN ANY CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING; the arbitrator may award relief only on an individual basis. Nothing in this Section prevents either party from seeking public injunctive relief where such a waiver is unenforceable under applicable law. You may opt out of this arbitration agreement by emailing info@tokenos.ai within thirty (30) days of first accepting these Terms.

16. General Provisions

16.1. Electronic Communications and Signatures. You consent to receive notices and disclosures electronically and agree that clicking to accept, connecting a wallet, completing a verification flow, submitting an attestation or signing a message with your wallet constitutes your electronic signature under the U.S. Electronic Signatures in Global and National Commerce Act and applicable state law.

16.2. Assignment. You may not assign or transfer these Terms or any rights hereunder without TokenOS's prior written consent. TokenOS may assign these Terms without restriction.

16.3. Severability; Waiver. If any provision of these Terms is held unenforceable, it shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force. No failure or delay in exercising any right constitutes a waiver.

16.4. Entire Agreement. These Terms, together with the Privacy Policy and any Additional Terms, constitute the entire agreement between you and TokenOS regarding the Platform and supersede all prior agreements and understandings.

16.5. Government End Users. The Platform is “commercial computer software” and “commercial computer software documentation” within the meaning of the Federal Acquisition Regulation and is provided to U.S. Government end users only with the rights granted to all other users under these Terms.

16.6. Contact. Questions about these Terms, compliance inquiries, Sanctions or export-control matters, copyright notices and arbitration opt-outs may be directed to info@tokenos.ai.