Effective Date: May 12, 2026 · Governing Law: British Virgin Islands

InfraFi Terms & Disclosures

Important Notice

InfraFi 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 InfraFi 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 InfraFi 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 InfraFi Features.

1. Overview

InfraFi provides access to certain software interfaces, dashboards, APIs, smart contract systems, informational systems, protocol tools, and infrastructure-related coordination systems (collectively, the “InfraFi 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 InfraFi 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.

InfraFi 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 InfraFi Features, you agree to these Terms.

2. Entity Structure

2.1 Separation

InfraFi 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 may support protocol governance, ecosystem coordination, or strategic stewardship;
  • DAWN Ops Ltd., which may provide interfaces, integrations, dashboards, APIs, or operational support systems;
  • 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 InfraFi 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, access to InfraFi does not provide users with ownership of infrastructure assets, ownership of SPVs, equity interests, governance rights, creditor rights, partnership interests, voting rights, direct ownership interests in receivables or contracts, or direct legal claims against infrastructure assets or infrastructure-owning entities.

3. Regulatory Positioning; No Offer; No Securities

3.1 No Offer or Sale

Nothing contained in the InfraFi 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

InfraFi 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 InfraFi Features to constitute securities offerings or regulated financial products under applicable law.

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 InfraFi 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 InfraFi 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.

4. User Acknowledgments and Regulatory Disclaimers

By accessing or using InfraFi Features, you expressly acknowledge, represent, and agree:

4.1 No Expectation of Profits from Efforts of Others

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 InfraFi 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, 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 InfraFi 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, use of InfraFi 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 InfraFi Features alone does not create any automatic right, entitlement, or claim to revenues, profits, distributions, cash flows, servicing income, infrastructure proceeds, or financial returns.

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 InfraFi Features are provided solely for informational purposes and do not create legal rights or economic entitlements.

6. Functional Nature of InfraFi

6.1 Software and Protocol Interfaces

InfraFi 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

InfraFi 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

InfraFi 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 InfraFi 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 InfraFi Features does not create a consolidated enterprise or unified legal entity.

8. No Fiduciary Duties

No entity associated with InfraFi 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 InfraFi Features.

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

9. Regulatory Gating; User Status

9.1 Restricted Jurisdictions

InfraFi 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 InfraFi 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 InfraFi Features may be prohibited, restricted, limited to informational functionality, or subject to additional onboarding requirements.

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.

10. Fees; Blockchain Costs

Use of InfraFi 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.

11. Risk Disclosure

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

You acknowledge that InfraFi 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 InfraFi 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 InfraFi 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

InfraFi 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

InfraFi 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 InfraFi 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 InfraFi 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 InfraFi 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 InfraFi Features.

14. Tax Responsibility

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

15. Disclaimer

InfraFi 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 InfraFi 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 InfraFi-related entities arising out of or relating to InfraFi Features or these Terms shall not exceed the greater of USD $10; or amounts paid directly by you to DAWN for access to InfraFi 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 InfraFi 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; Suspension

18.1 Access Restrictions

DAWN may restrict, suspend, condition, disable, or terminate access to InfraFi 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 InfraFi Features.

18.2 Force Majeure

DAWN shall not be liable for delays, interruptions, failures, losses, or inability to provide InfraFi 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 InfraFi 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 InfraFi 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 InfraFi 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 InfraFi Features constitutes acceptance of revised Terms.

21.2 Prior Agreements

These Terms constitute the complete and exclusive agreement between you and DAWN regarding InfraFi 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 InfraFi or these Terms may be directed to: [email protected]