Terms of Use

These Terms of Use (the “Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and CapaCloud Inc., a Wyoming company (“CapaCloud,” “Company,” “we,” “our,” or “us”), governing your access to and use of the CapaCloud platform, including the website, applications, APIs, smart contracts, decentralized network infrastructure, and all associated services (collectively, the “Platform”).

CapaCloud operates a decentralized GPU rental marketplace that connects users who require compute power (“Renters”) with GPU owners (“Providers”) through a peer-to-peer neocloud network. The Platform enables pay-per-use GPU rentals with USDT (Tether) and Solana-based wallet payments, offering a sustainable, carbon-neutral cloud alternative for artificial intelligence, rendering, and high-performance computing workloads.

By accessing, browsing, or using the Platform in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms and all applicable laws and regulations. If you do not agree with any provision of these Terms, you must immediately cease all use of the Platform.

Your continued use of the Platform following the posting of any changes to these Terms shall constitute acceptance of such changes. We reserve the right to modify these Terms at any time, with or without prior notice, effective upon posting the updated Terms on the Platform.

To use the Platform, you must:

• Be at least eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater;
• Have the legal capacity to enter into a binding contract under applicable law;
• Not be a resident of, or located in, any jurisdiction where the use of the Platform or cryptocurrency transactions is prohibited by law;
• Not have been previously suspended or removed from the Platform.

You may be required to register an account and connect a compatible Solana-based cryptocurrency wallet to access certain features of the Platform. You agree to provide accurate, current, and complete information during registration and to update such information as necessary. You are solely responsible for maintaining the confidentiality of your account credentials, private keys, and wallet access, and you accept full responsibility for all activities conducted through your account.

CapaCloud operates as a decentralized marketplace that facilitates peer-to-peer connections between Renters and Providers. The Platform provides the technology infrastructure, matching algorithms, and payment facilitation to enable GPU rental transactions. CapaCloud does not own, operate, or control the GPU hardware listed on the Platform and does not directly provide compute services.

CapaCloud acts solely as an intermediary platform facilitating transactions between Renters and Providers. CapaCloud is NOT a party to the rental agreements between Renters and Providers, is NOT responsible for the quality, availability, or performance of any GPU resources listed on the Platform, does NOT guarantee any specific level of uptime, throughput, or computational performance, and does NOT provide any warranties regarding the hardware, software, or services offered by Providers.

The Platform supports payments in USDT (Tether, ERC-20 and SPL variants as applicable) and native SOL tokens via Solana-compatible wallets. All payment processing occurs on-chain and is subject to the inherent characteristics of the respective blockchain networks, including transaction finality, network fees (gas), and processing times. CapaCloud does not hold, custody, or control User funds except as necessary to facilitate escrow services as described herein.

All Users agree to use the Platform in compliance with all applicable federal, state, local, and international laws, regulations, and ordinances, including those of the State of Wyoming and the United States.

You shall not, and shall not permit any third party to, use the Platform to:

• Engage in any illegal, fraudulent, deceptive, or harmful activity, including money laundering, terrorist financing, sanctions evasion, or tax evasion;
• Process, store, or transmit any material that infringes upon intellectual property rights, trade secrets, or proprietary rights of any third party;
• Distribute malware, ransomware, viruses, or any other harmful code or conduct cyberattacks, penetration testing of third-party systems (without authorization), or denial-of-service attacks;
• Mine cryptocurrency using rented GPU resources unless expressly permitted by the applicable Provider listing and disclosed at the time of rental;
• Generate, store, or process child sexual abuse material (CSAM) or any other content exploiting minors;
• Attempt to reverse engineer, decompile, or disassemble any portion of the Platform's proprietary software or infrastructure;
• Circumvent, disable, or otherwise interfere with any security, rate-limiting, or access-control features of the Platform;
• Use automated means (bots, scrapers, crawlers) to access the Platform except through officially sanctioned APIs;
• Engage in market manipulation, including artificial inflation of Provider ratings or sham transactions;
• Sublicense, resell, or redistribute access to rented GPU resources to third parties without prior written consent of CapaCloud;
• Use the Platform in connection with high-risk activities where failure of GPU resources could lead to death, personal injury, or severe environmental damage (e.g., real-time medical device control, nuclear facility operations) without prior written authorization from CapaCloud.

Providers who list GPU resources on the Platform additionally agree to:

• Provide accurate and complete descriptions of the GPU hardware, including make, model, VRAM, and expected performance specifications;
• Maintain hardware in proper working condition and ensure reasonable uptime consistent with the terms of their listings;
• Not list any hardware that has been stolen, obtained through fraud, or that is subject to any lien, encumbrance, or third-party claim;
• Comply with all applicable electrical, safety, and environmental regulations governing the operation of computing equipment in their jurisdiction;
• Promptly notify CapaCloud of any security breaches, hardware failures, or other events that may affect service availability or data integrity.

Renters who utilize GPU resources on the Platform additionally agree to:

• Ensure that all workloads comply with these Terms, Sections 4.1 and 4.2, and applicable law;
• Not attempt to access, modify, or exfiltrate data from the Provider's underlying system beyond the scope of the rented resources;
• Promptly remove all data from rented resources upon expiration or termination of the rental period;
• Bear sole responsibility for the security and backup of their own data, models, and workloads.

Providers set their own pricing for GPU rentals. All transactions are denominated and settled in USDT or SOL as selected by the parties. Users acknowledge that the value of cryptocurrency assets may fluctuate significantly and that CapaCloud bears no responsibility for any losses arising from such fluctuations.

CapaCloud charges a service fee (the “Platform Fee”) on each completed transaction. CapaCloud reserves the right to modify the Platform Fee at any time upon reasonable notice. The Platform Fee is non-refundable and is deducted automatically from the transaction amount prior to disbursement to the Provider.

Payments from Renters may be held in an on-chain or hybrid escrow mechanism managed by CapaCloud or its designated smart contracts until the rental period is completed or a dispute is resolved. The escrow is designed to protect both parties but is provided on an “AS-IS” basis, and CapaCloud disclaims all liability for losses arising from smart contract vulnerabilities, blockchain network failures, or oracle malfunctions.

Due to the decentralized and on-chain nature of transactions, all payments are generally final and non-refundable. Refunds may be issued at CapaCloud's sole discretion through the Platform's dispute resolution process. CapaCloud shall not be liable for any transaction fees, gas fees, or network costs incurred in connection with any refund.

Users acknowledge and accept the inherent risks associated with blockchain-based transactions, including but not limited to: irreversibility of confirmed transactions, smart contract bugs or exploits, network congestion and delayed transaction confirmations, hard forks or protocol changes affecting the Solana or Ethereum/Tether networks, and regulatory actions that may affect the legality or availability of USDT or SOL in certain jurisdictions.

All intellectual property rights in and to the Platform, including but not limited to the software, algorithms, matching engines, user interfaces, designs, trademarks, trade names, logos, and documentation, are and shall remain the exclusive property of CapaCloud or its licensors. Nothing in these Terms grants you any right, title, or interest in the Platform's intellectual property except for the limited license to use the Platform as expressly set forth herein.

You retain all ownership rights in any data, models, code, or other content you upload, process, or store through the Platform (“User Content”). By using the Platform, you grant CapaCloud a non-exclusive, worldwide, royalty-free license to host, store, transmit, and process your User Content solely as necessary to provide the Platform services. This license terminates upon deletion of your User Content or account, subject to reasonable backup retention periods.

If you provide CapaCloud with any feedback, suggestions, or recommendations regarding the Platform (“Feedback”), you hereby assign to CapaCloud all rights in such Feedback and agree that CapaCloud may use, reproduce, modify, and commercialize the Feedback without restriction or compensation to you.

The Platform and all services are provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind, whether express, implied, statutory, or otherwise. To the fullest extent permitted by applicable law, CapaCloud expressly disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade.

CapaCloud does not warrant that the Platform will be uninterrupted, error-free, secure, or free of viruses or other harmful components. CapaCloud does not guarantee the availability, performance, or reliability of any GPU resources listed on the Platform, nor does it guarantee that any specific hardware configuration will be available at any given time.

The Platform may integrate with or rely upon third-party services, wallet providers, and oracle services. CapaCloud disclaims all liability arising from the acts, omissions, failures, or unavailability of such third-party services.

The regulatory landscape for cryptocurrency, decentralized computing, and related technologies is evolving and uncertain. CapaCloud makes no representation that the Platform's services comply with all laws in all jurisdictions. Changes in law or regulation may materially affect the availability, legality, or terms of the Platform's services. Users assume all regulatory risk associated with their use of the Platform.

To the maximum extent permitted by applicable law, in no event shall CapaCloud, its officers, directors, employees, agents, affiliates, successors, or assigns be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, revenue, data, goodwill, business opportunities, or cryptocurrency assets, regardless of whether such damages were foreseeable and whether or not CapaCloud has been advised of the possibility of such damages.

To the maximum extent permitted by law, CapaCloud's total aggregate liability arising out of or relating to these Terms or your use of the Platform shall not exceed the greater of: (A) the total amount of Platform Fees paid by you to CapaCloud during the twelve (12) months immediately preceding the event giving rise to the claim.

Any disputes or claims arising out of or in connection with these Terms, its subject matter, or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Wyoming, United States of America, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or relating to these Terms, including its interpretation, validity, performance, breach, or termination, shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Wyoming. By accessing or using our website or services, you irrevocably consent and submit to the personal jurisdiction and venue of such courts and waive any objection based on inconvenient forum or lack of jurisdiction.

You may terminate your account at any time by following the account closure procedures on the Platform. Termination does not relieve you of any obligations accrued prior to termination, including outstanding payments and indemnification obligations.

CapaCloud may, in its sole and absolute discretion, suspend or terminate your account and access to the Platform, with or without cause and with or without prior notice, for any reason, including but not limited to:

• Violation of these Terms or any applicable Policy;
• Suspected fraudulent, abusive, or illegal activity;
• Failure to comply with applicable sanctions or anti-money laundering requirements;
• Extended inactivity;
• Requests by law enforcement or government agencies;
• Discontinuation or material modification of the Platform.

Upon termination, your right to access the Platform immediately ceases. CapaCloud may, but is not obligated to, provide a grace period for you to retrieve User Content. Any funds held in escrow at the time of termination shall be handled in accordance with the applicable escrow procedures and these Terms. Sections that by their nature should survive termination shall survive, including Sections 6 (Intellectual Property), 7 (Disclaimers), 8 (Limitation of Liability), 9 (Indemnification), 10 (Dispute Resolution), and 12 (General Provisions).

These Terms constitute the entire agreement between you and CapaCloud regarding the Platform and supersede all prior or contemporaneous agreements, communications, and proposals, whether oral or written.

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect.

The failure of CapaCloud to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms shall be effective only if in writing and signed by an authorized representative of CapaCloud.

You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of CapaCloud. CapaCloud may assign these Terms freely, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

CapaCloud shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, cyberattacks, government actions, blockchain network outages, sanctions, embargoes, power failures, internet service provider failures, or labor disputes.

CapaCloud may give notice by means of a general notice on the account or Website, or by electronic mail to User's email address or contact number, or by written communication sent by regular mail to User's address on record in the account. The User may contact Company by electronic mail or by written communication sent by regular mail to the address provided below.

These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms.

The headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.