1. DATA SECURITY AND PRIVACY

PayAiro provides Services through the internet and any PayAiro application. You are responsible for preparing all personal devices necessary to connect to our Services, including ensuring that software on your devices is updated and that reasonable security measures are taken to protect your information and data.

Please review our Privacy Policy at payairo.com/privacy to understand how we collect, use, share, and otherwise process your information. By using the Services, you consent to the practices described in our Privacy Policy as it may be updated from time to time.

PayAiro maintains administrative, technical, and physical safeguards appropriate to protect the confidentiality, integrity, and security of your nonpublic personal financial information in compliance with the FTC Safeguards Rule (16 CFR Part 314) and the Gramm-Leach-Bliley Act (15 U.S.C. §§ 6801–6827). Our Privacy Policy constitutes the mandatory GLBA privacy notice required for financial institutions.

You agree to accept notifications from PayAiro sent through email, text message, push notification, or mail, and not to disregard such communications.

2. TERMS OF SERVICE

To use any of our Services, you must:

• Be at least eighteen (18) years of age and of legal age to form a binding agreement in the jurisdiction where the Service is accessed and in your jurisdiction of residence;
• Be a citizen, permanent resident, or lawful resident of the United States and reside in a state where our Licensed Partner is authorized to provide money transmission or virtual currency exchange services;
• Not previously have been suspended or removed from using any Services provided by PayAiro or our Licensed Partner;
• Not be identified as a Specially Designated National by the Office of Foreign Assets Control (OFAC) or subject to any similar designation by any governmental authority, including the U.S. Commerce Department's Denied Persons List; and
• Not be a citizen or resident of any country or region to which the U.S. has embargoed goods or services.

By using the Services, you represent and warrant that you satisfy all criteria above, that you have full power and authority to agree to these Terms, and that you are using the Services only for your own benefit and not for, or on behalf of, any other person or entity without prior written approval from PayAiro.

If PayAiro or its Licensed Partner discovers that you have violated these Terms, your account may be closed and your relationship with PayAiro terminated. Upon account closure, any remaining fiat balance will be returned and any digital asset balance will be liquidated and returned upon your written request and completion of the applicable reimbursement process. PayAiro is not responsible for returned funds that are undeliverable due to inaccurate address information you have provided. If your account is closed and terminated, you may not open another account.

PAYAIRO OR ITS LICENSED PARTNER MAY SUSPEND OR CLOSE AN ACCOUNT AT ANY TIME IN THEIR RESPECTIVE SOLE DISCRETION. PAYAIRO IS NOT REQUIRED TO PROVIDE ANY EXPLANATION TO THE USER OR ANY OTHER PARTY BEYOND WHAT IS REQUIRED BY APPLICABLE LAW.

3. REGULATORY LICENSING AND PARTNER DISCLOSURE

A. PayAiro's Role

PayAiro is a financial technology infrastructure company. PayAiro does not itself hold an MSB registration with FinCEN or a state-level MTL. PayAiro provides the technology platform, user interface, and related infrastructure through which users access money transmission and digital asset exchange services. Those regulated services are provided by our Licensed Partner.

B. Licensed Partner

All regulated money transmission and virtual currency exchange services accessible through the PayAiro platform are provided by our Licensed Partner, Coinme Inc., NMLS# 1185542. Our Licensed Partner is registered with FinCEN as an MSB and holds state-level money transmitter licenses in the jurisdictions where it is authorized to operate. A full list of the Licensed Partner's state licenses and applicable regulatory disclosures is available at help.coinme.com/en/articles/9039706-licensing and upon request from PayAiro at grievance@payairo.com.

By using the Services, you acknowledge and agree that:

• The regulated money transmission and digital asset exchange components of your transactions are facilitated by the Licensed Partner and not by PayAiro directly;
• The Licensed Partner's own terms of service, AML/BSA compliance programme, KYC/CDD procedures, and regulatory obligations apply to the money transmission and virtual currency exchange services component of your use of the platform;
• PayAiro's obligations to you are limited to the provision of the technology platform and do not extend to obligations that vest in a licensed money transmitter under applicable law, which obligations remain with the Licensed Partner;
• PayAiro is not responsible for any act, omission, regulatory action, or service disruption attributable to the Licensed Partner.

C. Geographic Restrictions

Services are available only to residents of, and entities located in, jurisdictions where our Licensed Partner holds a valid MTL or equivalent authorization. It is your responsibility to confirm that Services are available in your jurisdiction. A list of authorized states is available on request. Use of the Services from unauthorized jurisdictions is prohibited.

D. Virtual Currency Exchange

To the extent our Licensed Partner facilitates fiat-to-digital asset or digital asset-to-fiat conversions through the PayAiro platform, such activities are subject to FinCEN's guidance on convertible virtual currencies (March 2013 and May 2019) and all applicable federal and state law. PayAiro does not issue, administer, or endorse any proprietary virtual currency or digital token.

4. PARTNER TERMS AND CONDITIONS

As part of the Services, you may have access to services or products (collectively, the "Coinme Services") offered by Coinme Inc. or one of its affiliates (collectively, "Coinme"). By accessing or using the Coinme Services, you specifically acknowledge and agree:

• (a) to be bound by and comply with the Coinme Terms of Service (available at coinme.com/legal), Coinme's Privacy Policy (available at coinme.com/privacy), and such other terms which Coinme designates as terms and conditions for the Coinme Services (all of which together are referred to as the "Coinme Terms");
• (b) that to the extent of any conflict between the Coinme Terms and any other provision of these Terms of Service, the Coinme Terms shall apply with respect to your use of the Coinme Services; and
• (c) that Coinme does not have any responsibility or liability related to compliance or non-compliance by PayAiro with its obligations, or your obligations (or those of any other user), under these Terms of Service or the Coinme Terms.

Additional disclaimers, limitations of liability, and indemnification obligations applicable to your use of the Coinme Services are set forth in the Coinme Terms. PayAiro encourages you to review the Coinme Terms carefully before accessing or using any Coinme Services.

5. MODIFICATION OF TERMS

PayAiro may modify these Terms at any time. Updated Terms will be published on the PayAiro website and application. We may also prompt you to affirmatively accept modified Terms. Your continued access to or use of the Services after updated Terms take effect constitutes your acceptance of them. If you do not agree to any modification, you must stop using the Services. We encourage you to review these Terms regularly.

6. PAYAIRO ACCOUNT

5.1 Registration

To use certain Services, you must register for and maintain an account ('PayAiro Account'). During registration, you agree to provide complete and accurate information for the purposes of identity verification and fraud detection. You will: (a) provide complete and accurate information; (b) promptly update any information that becomes inaccurate; (c) promptly notify PayAiro of any unauthorized access to your account or security breaches; and (d) be responsible for all activity that occurs under your account credentials. We may, in our sole discretion, refuse to open a PayAiro Account or limit the number of accounts you may hold.

5.2 Identity Verification

PayAiro and its Licensed Partner require you to complete identity verification and screening procedures before creating your account or accessing certain Services. These procedures may include checking your information against the OFAC SDN List, the U.S. Commerce Department Denied Persons List, and any similar governmental lists. You are required to provide personal information including, but not limited to, your full legal name, address, telephone number, email address, date of birth, government identification number, and information regarding your financial accounts. PayAiro and its Licensed Partner may engage third-party verification providers for this purpose, and you authorize the sharing of your information with such providers. Neither PayAiro nor its Licensed Partner will have any liability for any inability to access or use Services resulting from identity verification or screening procedures.

5.3 Access and Availability

Access to particular Services may be subject to additional onboarding requirements. You must have the necessary equipment and telecommunications subscriptions to access the Internet. We do not guarantee that the Services will be available without interruption. We will have no liability if the Services are inaccessible for any reason, including equipment malfunctions, maintenance, or causes beyond our control.

5.4 Account and Transaction Limitations

Coinme Inc., as our Licensed Partner, applies state-based transaction limits where applicable. PayAiro and its Licensed Partner reserve the right to place additional transaction limits and account restrictions at any time and in their respective sole discretion. Depending on the type of transaction and other account factors, funds may be held for a period of up to 60 days. These limits and holds are in place to protect your account and to reduce the risk of fraud and unauthorized transactions.

7. BIOMETRIC DATA

6.1 Consent

In connection with the creation of your PayAiro Account or the use of certain Services, PayAiro or its authorized subcontractors may collect, store, use, and transmit biometric data from or about you solely for identity verification and fraud prevention purposes. By creating an account, you authorize this collection and processing.

6.2 Protection and Disclosure

PayAiro will protect your biometric data from unauthorized disclosure using reasonable measures consistent with industry standards. PayAiro will not disclose your biometric data to any person or entity other than its affiliates, Licensed Partner, and authorized subcontractors for the purposes described in these Terms, unless: (a) you have provided written consent; (b) disclosure is necessary to complete a transaction you have authorized; or (c) disclosure is required by applicable state or federal law. PayAiro will not sell, lease, or trade your biometric data.

6.3 Retention

PayAiro will permanently destroy your biometric data when: (a) the initial purpose for collection has been satisfied; (b) within five (5) years after your last interaction with PayAiro; or (c) as otherwise required by applicable law, including the Illinois Biometric Information Privacy Act (BIPA), Texas Capture or Use of Biometric Identifier Act (CUBI), and the Washington Biometric Privacy Law (WFBPA) where applicable.

8. CONSUMER RISK DISCLOSURES AND ASSUMPTION OF RISK

You acknowledge and agree that there are significant risks associated with digital asset transactions and the Services that may cause you to incur financial losses, including but not limited to the following:

7.1 Material Risk Disclosures

1. Government Backing and Insurance: Virtual currency is not legal tender, is not backed by any government, and account balances are not subject to FDIC, NCUA, or SIPC protections.
2. Regulatory Risk: Legislative and regulatory changes at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of virtual currency.
3. Transaction Irreversibility: Transactions in virtual currency may be irreversible. Losses due to fraudulent or accidental transactions may not be recoverable.
4. Fraud Risk: Virtual currency transactions are used by persons seeking to defraud customers, including scams involving impersonation, false urgency, and social engineering. You should never purchase virtual currency in response to unsolicited requests.
5. Transaction Timing: Some virtual currency transactions are deemed made when recorded on a public ledger, which may not be the date or time you initiate the transaction.
6. Market Risk: The value of virtual currency depends on the continued willingness of market participants to exchange fiat currency for it, which may result in permanent and total loss of value.
7. Volatility Risk: The volatility and unpredictability of virtual currency prices relative to fiat currency may result in significant loss over a short period of time.
8. Cybersecurity Risk: The nature of virtual currency may lead to an increased risk of fraud or cyber attack, and assets may be irretrievably stolen.
9. Technology Risk: Technological difficulties experienced by PayAiro or its Licensed Partner may prevent access to or use of your digital assets.
10. Acceptance Risk: There is no assurance that any person who accepts virtual currency as payment today will continue to do so in the future.

7.2 General Terms and Conditions Disclosures

1. Account Statements: You may log into your PayAiro Account at any time to review account statements and valuations.
2. Transaction Evidence: You will receive a receipt or other record for each transaction.
3. Coverage Limitations: Any bond or trust account maintained by our Licensed Partner for the benefit of its customers may not be sufficient to cover all losses incurred by customers.
4. Market Volatility: The volatility and unpredictability of virtual currency prices may result in significant loss over a short period of time.

7.3 Transaction-Specific Disclosures

Prior to each virtual currency transaction, PayAiro will furnish you with a written disclosure containing:

• The transaction amount;
• Any fees, expenses, and charges borne by you, including applicable exchange rates;
• The type and nature of the transaction; and
• A warning that once executed the transaction may not be undone.

7.4 Assumption of Risk and Release

You assume full responsibility for all risks described above and agree that neither PayAiro nor its Licensed Partner will have any responsibility or liability for any losses, damages, or harm you may incur in connection with such risks.

You hereby irrevocably waive, release, and discharge any and all claims, whether known or unknown, against PayAiro, its Licensed Partner, their respective affiliates, officers, directors, employees, agents, and service providers related to any of the risks set forth in this Section.

9. SERVICE AVAILABILITY AND GEOGRAPHIC RESTRICTIONS

Services are provided on a state-by-state basis based on where our Licensed Partner holds valid MTLs. PayAiro may limit access to or use of particular Services based on the state in which you reside or from which you access the Services. If you reside in a state where certain Services are not available, you agree not to access or attempt to access those Services.

PayAiro makes no representation that the Services are appropriate or available for use outside of the United States or outside of states in which our Licensed Partner holds valid authorization.

10. AML/BSA COMPLIANCE

The Licensed Partner maintains a comprehensive Anti-Money Laundering (AML) compliance programme in accordance with the Bank Secrecy Act (BSA), 31 U.S.C. §§ 5311 et seq., applicable FinCEN regulations, and applicable state law. PayAiro cooperates with and supports that programme through its platform infrastructure. By using the Services, you acknowledge and agree:

A. Customer Obligations

• You must provide accurate, complete, and current identity and financial information as required.
• You must cooperate with all KYC and CDD requests from PayAiro and its Licensed Partner.
• Failure to cooperate with KYC/CDD requests will result in suspension or termination of your account.
• Your account and transactions are subject to ongoing monitoring as required by the BSA and FinCEN regulations.

B. Currency Transaction Reports (CTRs)

Pursuant to 31 U.S.C. § 5313 and 31 CFR § 1010.311, the Licensed Partner is required to file CTRs with FinCEN for each transaction involving the physical transfer of currency (cash) exceeding USD $10,000, including aggregated same-day cash transactions. By using the Services, you consent to such reporting as required by law.

C. Structuring Prohibition

You are expressly prohibited from structuring, or assisting any other person to structure, transactions in a manner designed to evade CTR filing thresholds or any other reporting obligation. Structuring is a federal criminal offence under 31 U.S.C. § 5324, regardless of whether the underlying funds are lawful in origin. Violation of this prohibition will result in immediate account termination and mandatory reporting to law enforcement.

D. Suspicious Activity Reporting

The Licensed Partner is required by federal law to file Suspicious Activity Reports (SARs) with FinCEN where required. Federal law, including 31 U.S.C. § 5318(g)(2), prohibits any person involved in filing a SAR from disclosing that a SAR has been or may be filed in connection with your account or transactions. Neither PayAiro nor its Licensed Partner, nor their respective officers, employees, or agents, will be liable to you for any consequence arising from compliance with this legal obligation.

E. Travel Rule

For qualifying payment transactions exceeding USD $3,000, FinCEN's Travel Rule (31 CFR § 1010.410) requires the Licensed Partner to collect, retain, and transmit originator and beneficiary information to receiving financial institutions. For virtual asset transfers, this obligation extends in accordance with FinCEN's 2019 virtual currency guidance. By using the Services, you consent to the collection and transmission of such information.

F. BSA Record Retention

The Licensed Partner is required to retain BSA-related records, including transaction records and identity verification documentation, for a minimum of five (5) years from the date of the transaction or record creation, in accordance with 31 CFR § 1010.430. PayAiro also maintains records in support of the Licensed Partner's compliance obligations for this mandatory retention period. These records may be disclosed to law enforcement and regulatory authorities as required or permitted by law.

11. IDENTITY VERIFICATION AND CUSTOMER DUE DILIGENCE (KYC/CDD)

PayAiro and its Licensed Partner are required to verify the identity of customers prior to providing Services and on an ongoing basis thereafter. By using the Services, you agree to:

• Provide accurate, current, and complete identity information including your full legal name, date of birth, government-issued identification number, residential address, and other required information;
• Provide documentation to verify your identity and, where required, the source of your funds and the nature and purpose of your transactions;
• Update your information promptly when any previously provided information becomes inaccurate; and
• Cooperate with Enhanced Due Diligence (EDD) procedures that may apply to higher-risk accounts, Politically Exposed Persons (PEPs), large-value transactions, or unusual activity patterns.

You acknowledge that providing false or misleading information in connection with identity verification may constitute a federal criminal offence under 18 U.S.C. § 1001 and may subject you to civil and criminal liability. PayAiro and its Licensed Partner each reserve the right to refuse service, suspend, or terminate your account based on information obtained through the KYC/CDD programme, without disclosure of the specific basis where prohibited by law.

12. SANCTIONS COMPLIANCE (OFAC)

PayAiro cooperates with its Licensed Partner in complying with all applicable U.S. economic and trade sanctions laws and regulations administered by OFAC, including programs listed at ofac.treas.gov as updated from time to time. By using the Services, you represent and warrant that:

• You are not a Specially Designated National (SDN) or blocked person on any OFAC-administered sanctions list;
• You are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, including currently Cuba, Iran, North Korea, Syria, the Crimea region, and any other country or territory designated by OFAC from time to time;
• You are not acting on behalf of any sanctioned person or entity; and
• No transaction you initiate involves, directly or indirectly, any sanctioned country, territory, individual, or entity.

All users and transactions are screened against the OFAC SDN List and other OFAC-administered sanctions programmes on an ongoing basis. PayAiro and its Licensed Partner each reserve the right to refuse, freeze, or block any transaction or account flagged through sanctions screening and to report such accounts to OFAC or other authorities as required. Neither PayAiro nor its Licensed Partner will be liable for any loss arising from actions taken in compliance with sanctions obligations.

13. DIGITAL ASSET TRANSACTIONS

12.1 Price Quotes

Digital asset prices displayed through the PayAiro platform are quotes for reference only and are not offers to sell at the quoted price. An offer to purchase digital assets must be made by you using the method available for the applicable Service. Each offer is subject to acceptance or rejection by our Licensed Partner at its discretion.

12.2 Transaction Fees

A transaction service fee will be assessed on any purchase or sale of digital assets, disclosed to you at the time you make the offer. Detailed fee information is available at payairo.com/fees and at coinme.com/fees.

12.3 All Sales Final; Limited Refunds

All digital asset sales are final. Except as required by applicable law or as expressly set out in these Terms, you may not cancel or rescind a transaction after your offer has been accepted. Transaction service fees are fully earned when assessed and are non-refundable except as required by law.

12.4 Hosted Wallet and Custody

Digital assets purchased through the platform will be held in a hosted wallet administered by our Licensed Partner. Our Licensed Partner, and not PayAiro, is the custodian of your digital assets. PayAiro has no control over the private keys for hosted wallet addresses. You own all digital assets held in your hosted wallet. The Licensed Partner's custody terms apply to digital assets held in the hosted wallet.

12.5 Transfers

Subject to applicable limits, you may transfer digital assets between your hosted wallet and an approved external account. You are responsible for ensuring that all transfer instructions are accurate. Errors in transfer instructions may result in permanent and irrecoverable loss of digital assets. Because blockchain networks are decentralized third-party networks, neither PayAiro nor its Licensed Partner can guarantee the timing or completion of any blockchain transfer.

12.6 Unclaimed Property / Escheatment

If your PayAiro Account has been inactive and you have not responded to reasonable contact attempts for the period defined by applicable state statutes, PayAiro or its Licensed Partner may be obligated to report and remit your digital asset or fiat balance to the applicable state as unclaimed property. Where required by state law, digital assets may be liquidated to fiat currency prior to remittance. PayAiro will use reasonable efforts to contact you before any such remittance.

12.7 Token Support

Our Licensed Partner retains the right, in its sole discretion, to determine whether to support transfer, storage, purchase, sale, or other disposition of any digital asset. We will use reasonable efforts to provide you with at least 14 days' notice before ceasing support for any digital asset, to allow you to transfer affected assets to an external account. Failure to transfer affected digital assets prior to cessation of support may result in loss of access to those assets.

14. FEES, CHARGES, AND EXCHANGE RATES

Fee Structure

PayAiro and its Licensed Partner charge fees for certain Services including transaction fees, conversion fees, and applicable network fees. All fees will be disclosed to you prior to your authorization of a transaction. A current fee schedule is available at payairo.com/fees. We reserve the right to modify our fee structure with advance notice as required by applicable law.

Exchange Rate Disclosure

Where our Licensed Partner facilitates fiat-to-digital asset or digital asset-to-fiat conversions, the following disclosures apply:

• Exchange rates are determined by reference to prevailing market rates at the time of the transaction, adjusted by a spread or markup, which will be disclosed to you prior to transaction confirmation.
• Where a rate lock is offered, the duration of such lock will be specified. Where no rate lock is in place, the final rate may vary between initiation and settlement due to market movements.
• For international fiat transfers subject to the Remittance Transfer Rule, the exchange rate, fees, and amount to be received by the recipient will be disclosed in a pre-payment disclosure before you authorize the transfer.
• You assume the risk of exchange rate fluctuations for transactions where the rate is not locked at initiation.

15. PROTECTION OF CUSTOMER FUNDS

Fiat Balances

Fiat currency balances held through the PayAiro platform are held by our Licensed Partner in bank accounts at FDIC-member institutions or in permissible investments as required by applicable state money transmission law. Whether FDIC pass-through deposit insurance applies to your balance depends on the specific custodial arrangement at the time. PayAiro will disclose whether FDIC pass-through insurance applies and under what conditions. Where it does not apply, this will be stated clearly.

In the event of insolvency of PayAiro or its Licensed Partner, the treatment of customer funds will depend on applicable law, the specific custodial arrangements in place, and the Licensed Partner's permissible investment holdings. We recommend that you regularly withdraw fiat balances to your linked bank account and avoid maintaining unnecessarily large balances on the platform.

Digital Assets

Digital assets held in your hosted wallet are owned by you. Our Licensed Partner holds digital assets on your behalf as custodian but does not own them. Digital assets are not legal tender, are not insured by the FDIC or any government insurance scheme, and their value may fluctuate significantly. PayAiro does not guarantee the value, liquidity, or security of any digital asset. You should only transact in digital assets if you fully understand the risks involved, including the risk of total loss.

16. ELECTRONIC FUND TRANSFER RIGHTS (EFTA / REGULATION E)

For all fiat payment components of our platform, your rights are protected by the Electronic Fund Transfer Act (EFTA), 15 U.S.C. § 1693 et seq., and Regulation E, 12 C.F.R. Part 1005. These are non-waivable statutory rights.

Error Resolution Rights

If you believe an error has occurred in connection with an electronic fund transfer (including an incorrect amount, an unauthorized transfer, or a transfer to the wrong account), you must notify us within 60 days of the date the transaction appeared on your account statement. Report errors to grievance@payairo.com or the address in Section 31.

Upon receiving your error notice, we will:

• Investigate the error within 10 business days of receiving your notice (20 business days for accounts open 30 days or less);
• Provide provisional credit within 10 business days (20 business days for new accounts) while the investigation is pending, where required by law;
• Inform you of the results within 3 business days of completing the investigation; and
• Correct any confirmed error promptly, or explain in writing why no error occurred, within 45 business days of receiving your notice.

Liability for Unauthorized Transfers

• If you notify us within 2 business days of discovering the loss or theft: maximum liability $50.
• If you notify us after 2 business days but within 60 days of the statement date: maximum liability $500.
• If you fail to notify us within 60 days of the statement date: you may be liable for all unauthorized transfers occurring after the 60-day period.

These are your minimum legal protections. Nothing in these Terms limits your rights under EFTA or Regulation E to the extent they are non-waivable under applicable law.

17. INTERNATIONAL PAYMENT DISCLOSURES (REMITTANCE TRANSFER RULE)

For international fiat payment transfers sent from the United States to recipients in foreign countries, our Licensed Partner complies with the Remittance Transfer Rule under Regulation E (12 C.F.R. Part 1005, Subpart B). Your statutory rights include:

• Pre-Payment Disclosure: Before you authorize a remittance transfer, PayAiro will provide a written disclosure of total fees, the exchange rate applied, taxes collected, and the amount to be received by the recipient in the destination currency.
• Right to Cancel: You have the right to cancel a remittance transfer within 30 minutes of payment authorization, provided the funds have not yet been picked up or deposited. PayAiro will refund the full amount paid, including all fees.
• Error Resolution: You may report errors within 180 days of the promised delivery date. PayAiro will investigate and respond within 90 days.
• Receipt: You are entitled to receive a receipt for each remittance transfer confirming the transfer details, exchange rate, fees, and expected delivery date.

These rights are provided by law and cannot be waived by agreement.

18. INTELLECTUAL PROPERTY RIGHTS

Our Intellectual Property

PayAiro is the owner or licensee of all intellectual property rights in the Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics (collectively, 'Content'), as well as the trademarks, service marks, and logos contained therein ('Marks'). Our Content and Marks are protected by copyright and trademark laws and treaties.

Your Use

Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, revocable licence to access the Services and download or print Content solely for your personal, non-commercial use or internal business purpose. No part of the Services, Content, or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, or otherwise exploited for any commercial purpose without our express prior written permission. Any breach of these rights will constitute a material breach of these Terms.

Feedback and Submissions

PayAiro will own any feedback, suggestions, ideas, or other information regarding the Services that you provide (collectively, 'Feedback'). You hereby assign to PayAiro all right, title, and interest in and to Feedback. You will not be entitled to any acknowledgment or compensation based on Feedback or modifications made based on it.

DMCA / Copyright Agent

PayAiro has a policy of limiting access to the Services and terminating accounts of users who infringe the intellectual property rights of others. If you believe that anything on the Services infringes a copyright you own or control, please notify our Designated Copyright Agent:

PayAiro Inc. — Copyright Manager
1001 West Euless Blvd., Euless, TX 76040
Email: grievance@payairo.com

Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. If you knowingly misrepresent that material on the Services is infringing, you may be liable to PayAiro for costs and damages.

19. PROHIBITED ACTIVITIES

You may not access or use the Services for any purpose other than that for which we make them available. You agree not to:

• Violate any applicable law, regulation, or contract to which you are bound;
• Use the Services in connection with any plan or scheme to facilitate money laundering, terrorist financing, fraud, tax evasion, sanctions evasion, or any other financial crime;
• Structure or assist any person to structure transactions to evade CTR or other reporting thresholds, in violation of 31 U.S.C. § 5324;
• Engage in transactions on behalf of, or for the benefit of, any person or entity subject to OFAC sanctions;
• Provide false, inaccurate, or misleading information;
• Use the Services in a manner that could interfere with, disrupt, or negatively affect other users or impair the functioning of the Services;
• Use any automated means, robot, spider, crawler, or script to engage in transactions, use the Services, or extract data, without our prior written consent;
• Attempt to access another user's account without authorization;
• Circumvent any content filtering techniques or access controls;
• Introduce any malware, virus, trojan, logic bomb, or other harmful material;
• Develop any third-party application that interacts with the Services without our prior written consent;
• Post content that is, in our sole discretion, defamatory, obscene, offensive, harassing, fraudulent, deceptive, or otherwise objectionable;
• Use the Services for any prohibited business including: pornography or obscene material; human trafficking; illegal gambling; purchase of narcotics, controlled substances, or drug paraphernalia; stolen goods; ammunition, firearms, or weapons; or any other purpose prohibited by applicable law; or
• Encourage or induce any third party to engage in any activity prohibited by these Terms.

20. THIRD-PARTY SERVICES

Certain Services may be offered in conjunction with products, services, or content provided by third parties, including our Licensed Partner. PayAiro does not control and is not responsible or liable for any third-party services, including those that may be misleading, incomplete, erroneous, offensive, or otherwise objectionable. Your business dealings with third parties are solely between you and those third parties. PayAiro is not responsible or liable for any loss or damage incurred as a result of any such dealings.

21. SERVICES MANAGEMENT, SUSPENSION, AND TERMINATION

Services Management

PayAiro reserves the right, but not the obligation, to: (a) monitor the Services for violations of these Terms; (b) take appropriate legal action against anyone who violates the law or these Terms; (c) refuse, restrict access to, or limit the availability of the Services; and (d) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

Grounds for Suspension or Termination

PayAiro or its Licensed Partner may suspend or terminate your account for any of the following reasons:

• Actual or suspected breach of these Terms or applicable law, including AML/BSA, sanctions, or consumer protection law;
• Failure to cooperate with KYC/CDD or other compliance requests;
• Activity that triggers a mandatory regulatory hold, including OFAC screening flags, court-ordered freezes, or regulatory directions from the Licensed Partner's state regulators;
• Risk of financial loss to PayAiro, the Licensed Partner, or third parties; or
• Direction from the Licensed Partner arising from the Licensed Partner's own regulatory obligations.

Account Closure and Return of Funds

Upon termination of your account, whether by you or by PayAiro, PayAiro will use commercially reasonable efforts to facilitate the return of your fiat balances through its Licensed Partner within 10 business days of the termination date, subject to:

• Legally mandated holds, including OFAC-required asset freezes, court orders, or regulatory directions from state or federal regulators;
• Outstanding fees or charges owed by you to PayAiro or the Licensed Partner; and
• Completion of any pending transaction that cannot be reversed.

In the event of discontinuation of all Services or termination of your right to access all Services, we will use commercially reasonable efforts, unless prohibited by applicable law or order, to provide you with at least 90 days to withdraw your digital assets and fiat balance.

If your account is terminated due to breach of these Terms or applicable law, and a legally mandated hold applies, PayAiro will notify you of the hold and its expected duration to the extent permitted by law.

Survival

All provisions of these Terms that by their nature should extend beyond termination will survive, including Sections 1, 7, 9, 11, 15, 17, 21, 26, and 27.

22. DISPUTE RESOLUTION AND ARBITRATION

PLEASE READ THIS SECTION CAREFULLY. IT WAIVES ANY RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

21.1 No Class Actions

Any claim, controversy, or dispute arising out of or related to these Terms, any Service, or your PayAiro Account (each, a 'Dispute') is personal and will be resolved solely through individual action. No Dispute will be brought as, or joined with or converted into, a class action, class arbitration, or any other type of representative proceeding.

21.2 Informal Negotiations

Before initiating arbitration, the parties agree to first attempt to resolve any Dispute informally. You must send a written Notice of Dispute to grievance@payairo.com that: (i) includes your name, address, email address, and telephone number; (ii) describes the nature and basis of the Dispute; and (iii) sets forth the specific relief sought. If the parties cannot reach resolution within 45 days after receipt of such notice, either party may submit the Dispute to arbitration.

21.3 Binding Arbitration

Any Dispute not resolved through informal negotiation shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (or, for business disputes, its Commercial Arbitration Rules). The Federal Arbitration Act (FAA), 9 U.S.C. § 1 et seq., governs the enforceability of this Section to the maximum extent permitted by applicable law. The seat of arbitration shall be Texas. The language of the proceedings shall be English.

21.4 Arbitrator Authority

The arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute, including the power to determine arbitrability, and to grant any remedy that would be available in court for the claims presented. The arbitrator may only conduct individual arbitration and may not consolidate more than one individual's claims or preside over any class or representative proceeding.

21.5 Fees and Costs

Payment of all filing, administration, and arbitrator fees will be governed by the applicable AAA rules. If the arbitrator determines that the costs of arbitration will be prohibitive for you as a consumer compared to the costs of litigation, PayAiro will pay as much of the filing, administration, and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Each party shall otherwise bear its own attorneys' fees unless the arbitrator determines otherwise.

21.6 Opt-Out Right

You have the right to opt out of binding arbitration within 30 days of the date you first accepted these Terms by emailing your decision to opt out to grievance@payairo.com with the subject line 'Arbitration Opt-Out.' Your opt-out notice must include your full name, address, and a clear statement of your intent to opt out. By opting out, you agree to resolve Disputes in accordance with Section 22. The class action waiver in Section 21.1 and the time bar in Section 21.7 will apply notwithstanding your opt-out.

21.7 Time Bar

Any Dispute must be filed within one (1) year after the relevant claim arose; otherwise, the Dispute is permanently barred.

21.8 CFPB Escalation

At any time, you may file a complaint with the Consumer Financial Protection Bureau at consumerfinance.gov/complaint. This right is not limited or waived by these Terms.

21.9 Exceptions to Arbitration

The following Disputes are not subject to arbitration: (a) claims to enforce or protect intellectual property rights; (b) claims relating to theft, piracy, invasion of privacy, or unauthorized use; (c) claims for injunctive or equitable relief; and (d) claims arising under EFTA, the Remittance Transfer Rule, or applicable federal consumer financial protection law to the extent such claims are not subject to mandatory arbitration under applicable law. This class action waiver does not apply to claims under EFTA or applicable state money transmitter consumer protection statutes where class waivers are prohibited.

21.10 Severability

If any portion of this Section 21 is found to be unenforceable or unlawful, it shall be severed from these Terms. Severance shall not affect the remainder of this Section or the parties' ability to compel arbitration of any remaining claims on an individual basis.

23. GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict of law principles, and expressly subject to the supremacy of applicable federal law, including the Electronic Fund Transfer Act, the Bank Secrecy Act, the Gramm-Leach-Bliley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and all applicable FinCEN and CFPB regulations.

With respect to any proceeding not subject to arbitration under these Terms, the federal and state courts located in Texas, United States, will have exclusive jurisdiction, and you agree that venue lies in such courts.

24. MONEY TRANSMITTER LICENSE DISCLOSURES

PayAiro does not itself hold money transmitter licenses. All regulated money transmission and virtual currency exchange services are provided by our Licensed Partner, which maintains money transmitter or equivalent licenses in all states where its business activities require such a license pursuant to applicable state law.

Pursuant to applicable state money transmitter regulations, users are advised of the following:

• Fraudulent transfers may result in the loss of your digital assets or fiat currency with no recourse;
• A schedule of fees applicable to your transactions is available at payairo.com/fees;
• The value stored in your account is not insured by private insurance, the FDIC, SIPC, or any agency of the United States against theft or loss;
• All digital asset transfers are irreversible once executed;
• Neither PayAiro nor its Licensed Partner has responsibility or liability for unauthorized, mistaken, or accidental transfers of digital assets or fiat currency;
• Due to the nature of virtual currency, there is an increased risk of fraud or cyber attack and your assets may be irretrievably stolen; and
• Any digital assets you acquire may have limited convertibility.

For state-specific license information and disclosures applicable to your jurisdiction, including the identity and license numbers of the Licensed Partner's state regulators, please visit payairo.com/licenses or contact us at grievance@payairo.com.

25. ELECTRONIC NOTICES

24.1 Consent to Electronic Communications

You consent to receive electronically all communications, agreements, documents, receipts, notices, and disclosures that PayAiro provides in connection with these Terms, your account, or any Services ('Communications'). We may provide Communications by posting them through the Services, by emailing them to you, by SMS or text message to a mobile number you provide, or by in-app notification. Carrier messaging, data, and other rates and fees may apply. Nothing in this Section limits your non-waivable rights under EFTA, the Remittance Transfer Rule, or any other applicable federal or state consumer financial protection law, including your right to receive paper disclosures and your right to withdraw consent to electronic communications under the E-SIGN Act.

24.2 Withdrawal of Consent

You may withdraw your consent to receive electronic Communications by contacting us at grievance@payairo.com. If you decline or withdraw consent to receive electronic Communications, PayAiro may suspend or terminate your use of the Services. To request paper copies of Communications previously provided electronically, please contact us within 30 days of the date the Communication was provided. A processing fee may apply.

24.3 SMS Communications

By providing your mobile phone number and opting in, you agree that PayAiro may send you text messages relating to your account, security notifications, authentication codes, transaction alerts, and service-related communications. Message frequency may vary. Message and data rates may apply. You may opt out at any time by replying STOP to any message. For assistance, reply HELP or contact grievance@payairo.com.

24.4 Updating Contact Information

It is your responsibility to keep your email address and mobile phone number on file with PayAiro current. If PayAiro sends a Communication to an email or phone number that is incorrect, out of date, or blocked, PayAiro will be deemed to have provided the Communication to you. If your contact information becomes invalid, you may be unable to complete transactions until valid information is provided.

26. DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PAYAIRO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATED TO THESE TERMS, ANY SERVICES, OR ANY DIGITAL ASSET TRANSACTIONS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON- INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

PAYAIRO DOES NOT OFFER SECURITIES-RELATED SERVICES AND IS NOT REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. PAYAIRO DOES NOT PROVIDE INVESTMENT, FINANCIAL, TAX, OR LEGAL ADVICE. NOTHING IN THE SERVICES CONSTITUTES INVESTMENT ADVICE, FINANCIAL ADVICE, TRADING ADVICE, OR ANY RECOMMENDATION REGARDING THE VALUE OF ANY DIGITAL ASSET.

NOTHING IN THIS SECTION LIMITS OR EXCLUDES ANY WARRANTY THAT CANNOT BE DISCLAIMED UNDER APPLICABLE FEDERAL OR STATE LAW, INCLUDING CONSUMER PROTECTION RIGHTS UNDER EFTA OR APPLICABLE STATE MONEY TRANSMITTER LAWS.

27. LIMITATIONS OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PAYAIRO OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, DATA, INCOME, OR PROFITS) ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE SERVICES, OR ANY DIGITAL ASSET TRANSACTION, REGARDLESS OF THE FORM OF ACTION OR WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF PAYAIRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PAYAIRO'S AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID BY YOU TO PAYAIRO DURING THE SIX (6) MONTH PERIOD PRIOR TO THE CLAIM ARISING.

PAYAIRO IS NOT LIABLE FOR ANY ACT, OMISSION, REGULATORY ACTION, INSOLVENCY, OR SERVICE DISRUPTION OF ITS LICENSED PARTNER. CLAIMS ARISING FROM MONEY TRANSMISSION OR DIGITAL ASSET CUSTODY SERVICES MUST BE DIRECTED TO THE LICENSED PARTNER IN ACCORDANCE WITH ITS OWN TERMS OF SERVICE.

Nothing in these Terms limits or excludes PayAiro's liability to the extent it cannot be limited or excluded under applicable law, including: (a) liability for fraud or fraudulent misrepresentation; (b) liability under EFTA or the Remittance Transfer Rule for error resolution failures; (c) liability for failure to maintain data security as required by the FTC Safeguards Rule or applicable state law; or (d) any other liability that cannot be excluded by applicable federal or state law.

28. INDEMNIFICATION

You will defend, indemnify, and hold harmless PayAiro and its affiliates, Licensed Partner (to the extent of claims arising from your actions), and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, and service providers from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost, or expense, including reasonable attorneys' fees, arising out of or relating to:

• Your use of the Services;
• Your violation of these Terms;
• Your violation of any applicable law or the rights of any third party; or
• Any harmful act toward any other user of the Services.

PayAiro (or the applicable indemnified party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether to settle, and if so, on what terms. We will use reasonable efforts to notify you of any claim subject to this indemnification.

29. USER DATA AND RECORD RETENTION

PayAiro maintains data that you transmit to the Services for the purpose of managing performance and for compliance purposes. PayAiro maintains reasonable data security standards under the FTC Safeguards Rule (16 CFR Part 314) and applicable state data protection laws.

BSA Retention: As described in Section 10(F), BSA-related records including identity verification and transaction records must be retained for a minimum of five (5) years from the date of the transaction or record creation. This retention obligation applies regardless of account closure and is mandatory under federal law. Retained records may be disclosed to law enforcement and regulatory authorities as required or permitted by law.

California Residents: If you are a California resident, you may have additional rights under the CCPA and CPRA with respect to your personal information. Please refer to our Privacy Policy for details.

PayAiro does not exclude or limit its liability for any loss of or damage to your financial data caused by our failure to maintain security standards required by applicable law.

30. MISCELLANEOUS

These Terms, together with our Privacy Policy and any policies or operating rules posted on the Services, constitute the entire agreement and understanding between you and us with respect to the Services and supersede all prior agreements and understandings.

Our failure to exercise or enforce any right or provision will not constitute a waiver of such right or provision. If any provision of these Terms is determined to be unlawful, void, or unenforceable, that provision is deemed severable and does not affect the validity and enforceability of any remaining provisions.

We may assign any or all of our rights and obligations to others at any time without restriction. You may not assign your rights or obligations under these Terms without our prior written consent.

There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms or use of the Services.

These Terms are drafted in the English language. To the extent any translation is provided for convenience, the English language version shall control in all respects.

PayAiro will have no responsibility or liability for any failure or delay in delivery of Services due to circumstances beyond PayAiro's reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, governmental actions, regulatory orders, internet or telecommunications failures, or failures of third-party service providers. Actions taken in compliance with mandatory regulatory obligations, OFAC requirements, court orders, or law enforcement directives are expressly authorized and do not constitute force majeure events.

31. CONTACT US AND REGULATORY COMPLAINTS

Contact Information

For complaints, questions, or information regarding the Services:

PayAiro Inc.
1001 West Euless Blvd.
Euless, TX 76040, United States
Email: grievance@payairo.com    Website: www.payairo.com

Regulatory Complaints

In addition to contacting us directly, you have the right to file complaints with the following regulatory bodies:

• Consumer Financial Protection Bureau (CFPB): consumerfinance.gov/complaint — for consumer financial products, EFTA rights, and remittance transfers.
• Financial Crimes Enforcement Network (FinCEN): fincen.gov — for BSA and AML compliance matters.
• Federal Trade Commission (FTC): ftc.gov/complaint — for consumer protection and data security matters.
• Office of Foreign Assets Control (OFAC): ofac.treas.gov — for sanctions compliance matters.
• Your State Banking or Financial Services Regulator — for money transmission matters in your state. Contact information for state regulators is available through the Conference of State Bank Supervisors at csbs.org.

Nothing in these Terms limits or waives your right to file a complaint with any applicable regulatory authority.