Terms of Service

These Terms of Service (the "Terms") govern your use of the website at useavior.com and related sites, the Avior mobile application, and related services offered by Avior Technology, Inc. ("Avior", "we", "us", or "our"), a corporation incorporated under the laws of the State of Delaware, United States (and our subsidiaries and affiliates) (collectively, the "Services"). "Users" means any individual or entity that accesses or uses the Services.

BY USING OR ACCESSING THE SERVICES, CREATING AN ACCOUNT, CONNECTING A DIGITAL WALLET, DOWNLOADING OR USING THE APPLICATION, OR BROWSING THE WEBSITE, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND REPRESENT THAT: (1) YOU HAVE READ AND UNDERSTAND THEM; (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT; (3) YOU HAVE AUTHORITY TO ENTER INTO THEM PERSONALLY OR ON BEHALF OF AN ENTITY; AND (4) YOU ARE RESPONSIBLE FOR ENSURING YOUR USE OF THE SERVICES COMPLIES WITH THE LAWS OF YOUR JURISDICTION. IF YOU DO NOT AGREE, YOU MAY NOT USE THE SERVICES.

Avior is not a bank. Avior is a financial technology company, not a regulated bank, financial institution, money services business, exchange, broker-dealer, virtual asset service provider, or investment, tax or legal advisor. Avior provides software that lets you manage self-custodial wallets and access regulated third-party providers for accounts, payments, card issuance, and identity verification. Before making financial decisions, consult an appropriate professional.

These Terms may be changed by Avior. When we make material changes, we will update the "Last updated" date and notify you by appropriate means. Continued use after changes take effect constitutes acceptance.

1. Description of the Services

The App. Avior is an application that provides a user-friendly interface to manage money across fiat and stablecoins, send and receive payments, create invoices, manage accounting and tax workflows, and (where available) hold balances in named local accounts.

Self-custodial wallets. Individual wallet accounts in Avior are self-custodial smart wallets provided through a third-party provider (Dfns) using multi-party computation (MPC) technology. You, and not Avior, control your wallet. Avior cannot access your private key material and cannot unilaterally move your assets.

Accounts, pay-in and payout. On- and off-ramp, virtual accounts, and fiat payment services are provided by regulated third-party providers, including Due (and, where applicable, Bridge and other partners). Avior does not itself provide these regulated services. Your use of a partner's services is governed by that partner's own terms.

Card program. Avior may provide access to a card program under which a third-party issuer (Rain / Signify Holdings, Inc., a Visa Principal Member) issues cards that let you make fiat payments funded by stablecoin balances in your wallet. Avior is not the program manager or issuer of the card. Card use is subject to the applicable cardholder agreement and Card Terms.

Cross-chain transfers. The App may let you move assets between supported blockchains. Avior does not operate or control any bridge protocol and does not custody assets during such transfers; they execute on third-party protocols and infrastructure at your own risk.

Treasury / yield (where offered). Any earn or treasury feature facilitates access to third-party providers and DeFi protocols. It is not a bank account, deposit, or savings product, is not insured or guaranteed, and may lose value.

KYC/AML. Access to certain Services requires identity verification. You authorise us and our partners (e.g., Sumsub) to collect and verify your information and to share verification results with relevant providers solely to deliver the Services.

2. Eligibility and your account

Sanctions and compliance. You represent that you and any beneficial owner are not on any OFAC, EU, UK (OFSI) or UN sanctions list, and that you have complied with all applicable AML and anti-terrorist-financing laws.

3. Recovery, passkeys and account security

You are solely responsible for the security of your recovery method and/or passkeys for any self-custodial wallet you access through Avior. Anyone with access to your recovery method can access your assets. If you lose your recovery method, passkeys, or other authentication, you may permanently lose access to your wallet and assets. Avior does not store your recovery material and cannot recover it for you, and is not liable for any resulting loss. If you suspect your recovery method is compromised, move your assets to a new wallet immediately.

4. Your assets; authorized actions

You represent that you own or are authorised to use the wallets and assets you connect, and that your assets were acquired lawfully and have not been through any mixing or obfuscation process. You are solely responsible for any authorized action (any transaction, transfer, permission grant or verification you approve). Avior may rely on authorized actions and has no duty to investigate them. Avior is not your broker, agent, advisor or custodian and owes you no fiduciary duty.

5. Taxes

You are solely responsible for determining and paying any taxes that apply to your transactions and use of the Services. Avior's accounting and tax features are tools to assist you and do not constitute tax advice.

6. Fees

Access to the website and certain Services is free. Avior may charge fees for certain Services, disclosed at the time of the transaction. You are responsible for network/"gas" fees, which are set by the relevant blockchain and not by Avior. Fees are non-refundable except where required by law.

7. Assumption of risk

You understand and accept the risks of using the Services, including: volatility and potential total loss of value of digital assets; cybersecurity risks; smart-contract, protocol and bridge risks; regulatory uncertainty; and the irreversibility of blockchain transactions. Avior does not guarantee that your assets will not lose value and makes no warranties about any blockchain network. You are responsible for independently evaluating these risks.

8. Use of the Services; restrictions

We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Services for their intended purpose. You may not: reverse engineer, scrape, or commercially exploit the Services; interfere with or circumvent security or access controls; use the Services for unlawful purposes; or violate the Prohibited Activities List (Appendix I).

9. Third-party services

Certain features rely on third-party services (blockchains, wallet technology, identity verification, payment and card partners). Avior is not liable for any loss or harm arising from your use of, or inability to access, any third-party service, and your relationship with those providers is governed by their own terms.

10. Ownership

Avior and its suppliers own all rights in the Services, including software, code, designs, trademarks and content. You may not remove or alter any proprietary notices. Feedback you submit may be used by Avior without obligation to you.

11. Disclaimer of warranties

TO THE EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AVIOR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, AND IS NOT AN INVESTMENT OR FINANCIAL ADVISOR. Nothing in these Terms excludes liability that cannot be excluded under applicable law (including, for consumers, mandatory statutory rights).

12. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, AVIOR WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR DIGITAL ASSETS, ARISING FROM YOUR USE OF THE SERVICES. [Liability cap and any consumer carve-outs to be set by counsel for the applicable jurisdiction.] Nothing limits liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot be limited under applicable law.

13. Indemnification

You agree to indemnify Avior and its affiliates from claims, losses and expenses arising out of your use of the Services, your violation of these Terms, your violation of others' rights, or your violation of applicable law, to the extent permitted by law.

14. Term and termination

These Terms apply while you use the Services. Avior may suspend or terminate access for breach or as required by law. You may stop using the Services at any time. Provisions that by their nature should survive termination will survive. Because wallets are self-custodial, terminating your Avior account does not remove your control of on-chain assets, but you may lose access to the Avior interface.

15. Governing law and dispute resolution

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. [Subject to counsel's final drafting] disputes will be resolved as follows: for users in the United States, by binding individual arbitration with a class-action and jury-trial waiver, with a 30-day right to opt out; for consumers in the EU and UK, nothing in these Terms removes mandatory statutory rights, and such consumers retain the right to bring claims in the courts of their place of residence and to use applicable consumer dispute-resolution bodies. [The specific arbitration administrator, seat, and consumer carve-outs must be confirmed by counsel.]

16. General

Independent contractors; electronic communications consent; assignment (you may not assign without consent; Avior may assign); force majeure; severability; waiver; export-control compliance; entire agreement; and notices to legal@useavior.com.

Contact: Avior Technology, Inc., [registered address], legal@useavior.com.

Appendix I: Prohibited Activities List

By using Avior you agree not to use the Services to engage in or facilitate:

Geographic restrictions. Access is prohibited for persons or wallet addresses located in, organised under, or connected to comprehensively sanctioned jurisdictions (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, Luhansk, Kherson and Zaporizhzhia regions of Ukraine) or otherwise subject to sanctions administered by OFAC, the EU, the UK (OFSI), or the UN. Additional jurisdictions may be restricted at Avior's discretion based on regulatory and risk considerations; this list may change without notice.

Prohibited conduct. Money laundering, terrorist or proliferation financing; sanctions evasion; sale or distribution of controlled substances, weapons, or illegal goods; child sexual abuse material; human trafficking or exploitation; fraud, Ponzi or pyramid schemes; tax evasion; intellectual-property infringement; sale of illegally obtained personal, medical or financial data; and funding or promoting violence, terrorism, or hateful or extremist content.

Platform integrity. Providing false identity, beneficial-ownership or source-of-funds information; transacting on behalf of undisclosed third parties; or impersonating or falsely claiming affiliation with Avior.

Digital-asset restrictions. Using mixing or tumbling services; transacting with sanctioned or flagged wallet addresses or protocols; or attempting to circumvent compliance, monitoring or security controls.

Enhanced due diligence. Certain activities (operating exchanges, MSBs or payment providers; high-value or structured transactions; transactions involving politically exposed persons; cash-equivalent or stored-value loading) are not prohibited outright but may require enhanced onboarding and prior authorization.

Violation may result in immediate suspension or termination, freezing of associated access, and reporting to authorities. Avior may update this list at any time in response to legal, regulatory, sanctions, or risk developments. Questions or reports: legal@useavior.com.