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 embedded wallets provided through third-party wallet infrastructure (Privy), secured with passkeys. You, and not Avior, control your wallet, and Avior does not hold your private keys. Certain features (for example settling card transactions or paying your subscription from your balance) rely on narrowly scoped permissions that you explicitly grant in the app and can revoke at any time.

Accounts, pay-in and payout. On- and off-ramp, virtual accounts, currency conversion, and fiat payment services are provided by regulated third-party providers. Avior does not itself provide these regulated services. During onboarding you will be asked to review and accept the applicable provider's terms of service and privacy policy, and your use of a provider's services is governed by those terms. The categories of providers that receive your data are described in our Privacy Policy.

Card program. Avior may provide access to a card program. The Avior Card is issued by Third National pursuant to a license from Visa; Avior is not the issuer of the card. Card use is subject to the applicable Avior Card Terms and the related notices presented to you during card onboarding, which you must accept before a card is created.

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, subject to Section 12, 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 Avior Prohibited Activities list, which forms part of these Terms.

9. Third-party services

Certain features rely on third-party services (blockchains, wallet technology, identity verification, payment and card partners). Subject to Section 12, 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. EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF AVIOR, THE CARD ISSUER, AND THEIR RESPECTIVE AFFILIATES, TAKEN TOGETHER IN THE AGGREGATE, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO AVIOR IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). THESE LIMITATIONS DO NOT APPLY TO AVIOR'S FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE, OR TO DEATH OR PERSONAL INJURY CAUSED BY AVIOR'S NEGLIGENCE. Nothing in these Terms limits any right you have under mandatory consumer protection law, including your rights in respect of unauthorized card transactions and electronic fund transfers.

If you are a consumer resident in the EEA or the United Kingdom, the monetary cap above does not apply to you. Instead, Avior is liable for loss or damage you suffer that is a foreseeable result of Avior's breach of these Terms or its failure to use reasonable care, and Avior does not exclude or limit liability where it would be unlawful to do so.

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.

Users in the United States. Any dispute arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (for individual accounts) or its Commercial Arbitration Rules (for business accounts). This agreement to arbitrate is governed by the Federal Arbitration Act, notwithstanding the choice of law above. The arbitration will take place in Wilmington, Delaware, or in the county of your residence, at your election, and may be conducted by video or telephone where the AAA rules permit. Either party may instead bring an individual claim in small-claims court, and either party may seek injunctive relief in court to protect intellectual property or prevent misuse of the Services.

Class action and jury trial waiver. YOU AND AVIOR WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. This waiver is a separate agreement between you and Avior. It applies whether a dispute is heard in arbitration or in court, and it survives any determination that the arbitration agreement above is void, unenforceable, or inapplicable. If this waiver is held unenforceable as to a particular claim, that claim, and only that claim, will proceed in court.

Your right to opt out of arbitration. You may opt out of the arbitration agreement above by emailing legal@useavior.com within 30 days of first accepting these Terms, stating your name, your account email address, and that you are opting out of arbitration. Opting out applies only to the arbitration agreement; the class action and jury trial waiver above continues to apply. If you opt out, any dispute will be resolved by the state or federal courts located in Delaware or in the district where you reside, at your election, and you and Avior consent to the personal jurisdiction of those courts. Opting out does not affect any other part of these Terms, and we will not treat it as a reason to close or restrict your account.

Consumers in the EEA and the United Kingdom. Neither the arbitration agreement nor the class action and jury trial waiver above applies to you. You may bring proceedings in the courts of your country of residence, and nothing in these Terms removes the protection of the mandatory laws of that country or your access to applicable consumer dispute-resolution bodies.

All other users. Disputes will be resolved by binding individual arbitration as set out above or, where arbitration is unavailable or unenforceable in your jurisdiction, by the courts of the State of Delaware, United States.

16. General

Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect. The class action and jury trial waiver in Section 15 is governed by the survival rule stated in that section.

Survival. Without limiting the preceding sentence in Section 14, the following survive termination of these Terms: Sections 3 (Recovery, passkeys and account security), 6 (Fees), 8 (Use of the Services; restrictions), 9 (Third-party services), 10 (Ownership), 11 (Disclaimer of warranties), 12 (Limitation of liability), 13 (Indemnification), 15 (Governing law and dispute resolution), and this Section 16, together with any other provision that by its nature should survive.

Entire agreement; order of precedence. These Terms, together with the Privacy Policy, are the entire agreement between you and Avior regarding the Services and supersede any prior agreements or understandings on that subject. Your card agreements with the card issuer and your agreements with any payment or account provider are separate agreements; where they are referenced by or incorporated into these Terms, they remain governed by their own terms, including their own governing-law and dispute-resolution provisions, and in the event of a conflict with these Terms on a matter those agreements cover, those agreements control.

No waiver. Avior's failure to enforce any provision of these Terms is not a waiver of its right to enforce that provision later. A waiver is effective only if given in writing.

Assignment. You may not assign or transfer these Terms without Avior's prior written consent. Avior may assign these Terms to an affiliate or in connection with a merger, acquisition, financing, or sale of assets. Any attempted assignment in violation of this section is void.

Force majeure. Subject to Section 12, Avior is not liable for any delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, labour disputes, failures of public or third-party networks, blockchain network outages or forks, and acts of government.

Other. You and Avior are independent contractors, and these Terms do not create a partnership, joint venture, agency, or employment relationship. You consent to receive communications from Avior electronically, and you agree to comply with applicable export-control and sanctions laws. Notices to Avior may be sent to legal@useavior.com.

Contact: Avior Technology, Inc., c/o Entrepreneur First, 501 Folsom Street, Floor 1, San Francisco, CA 94105, United States, legal@useavior.com.

Appendix I: Prohibited Activities

The Avior Prohibited Activities list is incorporated into these Terms by reference and applies to your use of the Services, including any account and card. Violation may result in immediate suspension or termination of access and reporting to authorities where required. Avior may update the list at any time in response to legal, regulatory, sanctions, or risk developments. Questions or reports: legal@useavior.com.