Terms of Service

Please read these Terms of Service carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the AvPlat Platform, you agree to comply with and be bound by these Terms of Service.

Thank you for using AvPlat!

These Terms of Service ("Terms") constitute a legally binding agreement ("Agreement") between you and AvPlat (as defined below) governing your access to and use of the AvPlat website, including any subdomains thereof, and any other websites through which AvPlat makes the AvPlat Services available (collectively, "Site"), our mobile, tablet and other smart device applications, and application program interfaces (collectively, "Application") and all associated services (collectively, "AvPlat Services" or "Services"). The Site and Application AvPlat Services together are hereinafter collectively referred to as the "AvPlat Platform".

When these Terms mention "AvPlat", "we", "us" or "our" it refers to the AvPlat Singapore Pte Ltd, the company you are contracting with and also includes our affiliates or group companies unless such reference is repugnant to the context thereof.

Our collection and use of personal information in connection with your access to and use of the AvPlat Platform is described in our Privacy Policy.

Any and all payment processing services through or in connection with your use of the AvPlat Platform ("Payment Services") are provided to you by one or more AvPlat Payments entities (individually and collectively, as appropriate, "AvPlat Payments") as set out in the Payments Terms of Service ("Payments Terms").

1.1 AvPlat Platform is a marketplace for aviation which enables registered users ("Members") who offer services related to the aviation industry (Members who offer services are "Service Providers" and the services they offer are "Services") to publish such Services on the AvPlat Platform ("Listings") and to communicate and transact directly with Members who are seeking to avail such Services (Members using Services are "Customers").

1.2 AvPlat does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Listings or Services on its AvPlat Platform. Service Providers alone are responsible for their Listings and Services on the AvPlat Platform. When Members make or accept any Services, they are entering into a contract directly with the concerned Service Provider. AvPlat is not and does not become a party to any contractual relationship between Members. AvPlat is not acting as an agent in any capacity for any Member, except as specified in the Payments Terms.

1.3 While we may facilitate the resolution of disputes, AvPlat has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Listings or Services, (ii) the truth or accuracy of any Listing descriptions, Ratings, Reviews, or other Member Content (as defined below), or (iii) the performance or conduct of any Member or third party. AvPlat does not endorse any Member, Listing or Services. Any references to a Member being "verified" (or similar language) only indicate that the Member has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by AvPlat about any Member, including of the Member's identity or background or whether the Member is trustworthy, safe or suitable.

1.4 If you choose to use the AvPlat Platform, as a Service Provider, your relationship with AvPlat is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of AvPlat for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of AvPlat.

1.6 Due to the nature of the Internet, AvPlat cannot guarantee the continuous and uninterrupted availability and accessibility of the AvPlat Platform. AvPlat may restrict the availability of the AvPlat Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the AvPlat Platform. AvPlat may improve, enhance and modify the AvPlat Platform and introduce new AvPlat Services from time to time.

2.1 By accessing or using the AvPlat Platform you represent and warrant that you have the legal capacity and authority to enter into a contract. Given the nature of services provided by AvPlat and the Service Providers, the intended beneficiaries of the services are companies and such other legal entities and not individuals, hence you represent that you are accepting these Terms on behalf of such an entity and that you have the authority to bind such entity and its affiliates to these Terms. If you do not have such authority you must not accept this Agreement and may not use the AvPlat Platform.

2.2 You will comply with any applicable export control laws in your local jurisdiction. You also represent and warrant that (i) neither you nor your Service(s) are located or take place in a country that is subject to trade restriction by the Singaporean Government.

2.3 AvPlat will make the access to and use of the AvPlat Platform, or certain areas or features of the AvPlat Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, or service and cancellation history.

AvPlat reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the AvPlat Platform and update the "Last Updated" date at the top of these Terms. We will notify you with the updated Terms. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the AvPlat Platform will constitute acceptance of the revised Terms.

4.1 You must register an account ("AvPlat Account") to access and use certain features of the AvPlat Platform, such as publishing or selecting a Listing. If you are registering an AvPlat Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.

4.2 You can register an AvPlat Account using a valid email address and creating an appropriate password.

4.3 You must provide accurate, current and complete information during the registration process and keep your AvPlat Account and AvPlat Account Profile page information up-to-date at all times.

5.1 AvPlat may, at its sole discretion, enable Members to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the AvPlat Platform ("Member Content"); and (ii) access and view Member Content and any content that AvPlat itself makes available on or through the AvPlat Platform, including proprietary AvPlat content and any content licensed or authorized for use by or through AvPlat from a third party ("AvPlat Content" and together with Member Content, "Collective Content").

5.2 The AvPlat Platform, AvPlat Content, and Member Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of Singapore and other countries. You acknowledge and agree that the AvPlat Platform and AvPlat Content, including all associated intellectual property rights, are the exclusive property of AvPlat and/or its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the AvPlat Platform, AvPlat Content or Member Content. All trademarks, service marks, logos, trade names, and any other source identifiers of AvPlat used on or in connection with the AvPlat Platform and AvPlat Content are trademarks or registered trademarks of AvPlat in Singapore and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the AvPlat Platform, AvPlat Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.

5.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the AvPlat Platform or Collective Content, except to the extent you are the legal owner of certain Member Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by AvPlat or its licensors, except for the licenses and rights expressly granted in these Terms.

5.4 Subject to your compliance with these Terms, AvPlat grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the AvPlat Platform and accessible to you, solely for the exclusive use of your business.

5.5 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Member Content on or through the AvPlat Platform, you grant to AvPlat a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such Member Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Member Content to provide and/or promote the AvPlat Platform, in any media or platform. Unless you provide specific consent, AvPlat does not claim any ownership rights in any Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Member Content.

6.1 AvPlat may charge fees to Service Providers ("Service Provider Fees") and/or Customers ("Customer Fees") (collectively, "Service Fees") in consideration for the use of the AvPlat Platform.

6.2 Any applicable Service Fees (including any applicable taxes) will be displayed to a Service Provider or Customer prior to publishing or selecting and confirming a Service. AvPlat reserves the right to change the Service Fees at any time, and we will provide Members adequate notice of any fee changes before they become effective.

6.3 You are responsible for paying any Service Fees that you owe to AvPlat. The applicable Service Fees are due and payable and collected by AvPlat Payments pursuant to the Payments Terms.

6.4 TRIPS Module: Until further notice, the following Service Fees shall apply:

• For Customers: 5% (five percent) of Listing Fees
• For Service Providers: 3% (three percent) of Listing Fees

7.1 Terms applicable to all Listings

7.1.1 When creating a Listing through the AvPlat Platform you must (i) provide complete and accurate information about your Service (such as listing description, location, rates, calendar availability, etc. and such other information sought in the Service Provider's setup process), (ii) disclose any restrictions and requirements that apply and (iii) provide any other pertinent information requested by AvPlat. You are responsible for keeping your Listing information (including calendar availability) up-to-date at all times.

7.1.2 You are solely responsible for setting a price (including any taxes if applicable) for your Listing ("Listing Fee"). Once a Customer confirms a service request for your Listing, you may not charge the Customer a higher price than in the Listing Fee at the time of service confirmation.

7.1.3 You agree to abide by AvPlat's cancellation policy.

7.1.4 Pictures, animations or videos (collectively, "Images") used in your Listings must accurately reflect the quality and condition of your Services. AvPlat reserves the right to require that Listings have a minimum number of Images of a certain format, size and resolution.

7.1.5 The placement and ranking of Listings in search results on the AvPlat Platform may vary and depend on a variety of factors, such as Customer search parameters and preferences, price and calendar availability, number and quality of Images, customer service history, reviews and ratings, type of Service, and/or response speed.

7.1.6 When you accept a service request by a Customer, you are entering into a legally binding agreement with the Customer and are required to provide your Service(s) to the Customer as described in your Listing when the service request was confirmed. You also agree to pay the applicable Service Provider Fee and any applicable taxes, which will be collected pursuant to the Payments Terms.

7.2 Listing Services

7.2.2 To list a Service, you must create a Listing and submit the same to AvPlat. To be considered for publishing on the AvPlat Platform, the Service must at all times meet the quality standards for Services and meet Customer demand. AvPlat reserves the right to decide, in its sole discretion, if a submitted Service will be published on the AvPlat Platform.

7.2.6 You must provide the Service in person and must not allow any third party to provide the Service on your behalf, unless authorized by AvPlat.

8.1 Subject to meeting any requirements (such as completing any verification processes) set by AvPlat, you can select and confirm Services available on the AvPlat Platform by following the respective Listing selection and confirmation process. All applicable fees, including the Listing Fee, Customer Fee and any applicable taxes (collectively, "Total Fees") will be presented to you prior to confirming or activating your trip. You agree to pay the Total Fees for any service requested in connection with your AvPlat Account.

8.2 Upon receipt of a service confirmation from AvPlat, a legally binding agreement is formed between you and your selected Service Providers, subject to AvPlat's Terms and Conditions, including in particular AvPlat's cancellation policy. AvPlat Payments will collect and hold the Total Fees in escrow at the time of Customer's trip or service confirmation pursuant to the Payments Terms.

9.1 Customers are responsible for any revisions to a transaction and associated services that they make via the AvPlat Platform or direct AvPlat customer service to make ("Service Revisions"), and agree to pay any additional Listing Fees, Customer Fees and/or taxes associated with such Service Revisions.

9.2 Customers or Service Providers can cancel a confirmed service at any time subject to AvPlat's cancellation policy, and AvPlat Payments will provide any refund to the Customer or Service Provider in accordance with such cancellation policy. Unless extenuating circumstances exist, any amounts due to the Service Provider under the applicable cancellation policy will be remitted to the Service Provider by AvPlat Payments pursuant to the Payments Terms.

9.3 If a Service Provider cancels a confirmed service, the Customer will receive a full refund of the Total Fees for such service and AvPlat may publish an automated review on the Listing cancelled by the Service Provider indicating that a service was cancelled. In addition, AvPlat may impose a cancellation fee, unless the Service Provider has a valid reason for cancelling the service pursuant to the Terms or has legitimate concerns about the Customer's behavior.

9.4 For certain Services, if inclement weather creates an unsafe or uncomfortable scenario for Customers or Service Providers, Service Providers may revise or cancel a Service. If there is a substantial change in the itinerary or the Service needs to be cancelled, AvPlat will work with the Service Provider to provide Customers an alternative date for the Service, an appropriate refund or a reservice.

9.5 In certain circumstances, AvPlat may decide, in its sole discretion, that it is necessary to cancel a confirmed service and make appropriate refund and payout decisions if AvPlat believes in good faith, while taking the legitimate interests of both parties into account, this is necessary to avoid significant harm to AvPlat, other Members, third parties or property, or for any of the reasons set out in these Terms.

9.7 Members may use the AvPlat Resolution Center to send or request money for refunds and additional Services, Damage Claims. You agree to pay all amounts sent through the Resolution Center in connection with your AvPlat Account, and AvPlat Payments will handle all such payments pursuant to the Payments Terms.

9.8 AvPlat Cancellation Policy

9.8.1 TRIPS Module

All Members acknowledge the following:

• NO CANCELLATION FEE Policy on all Listings, with the exception of Overflight Permits and Flight Planning Listing Fees, up till the time of service fulfilment.
• Overflight Permits and Flight Planning service fulfilment starts at the time of trip confirmation, and hence these services CANNOT be cancelled. The Listing Fees, along with relevant Service Fees, shall be charged at the time of service confirmation and they are strictly NON-REFUNDABLE.
• If a requested service is cancelled either because it is not accepted by the Service Provider or the Customer cancels the service request before it is accepted by the Service Provider, any amounts collected by AvPlat Payments will be released to the Customer. The timing to receive the refund will vary based on the Payment Method and any applicable payment system (e.g., Visa, MasterCard, etc.) rules.

10.1 Within a certain timeframe after completing a service, Customers and Service Providers can leave a public review ("Review") and submit a star rating ("Rating") about each other. Any Ratings or Reviews reflect the opinion of individual Members and do not reflect the opinion of AvPlat. Ratings and Reviews are not verified by AvPlat for accuracy and may be incorrect or misleading.

10.2 Ratings and Reviews by Customers and Service Providers must be fair, truthful and factual and may not contain any offensive or defamatory language. Ratings and Reviews must comply with AvPlat's Content Policy and Extortion Policy.

10.3 Members are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about another Member.

11.1 AvPlat may, in its sole discretion, round up or round down USD amounts that are payable from or to Customers or Service Providers to the nearest whole number.

11.2 Although the AvPlat Platform may allow Customers to view the price of Listings in their desired/local currency, the currency available for Customers to make and receive payments is limited to the US Dollar, and may not include the default currency in any given geographic location. Details regarding currency conversion, including any associated fees, are detailed in the Payments Terms.

12.1 As a Service Provider you are solely responsible for determining your obligations to report, collect, remit or include in your Listing Fees any applicable taxes.

12.2 Tax regulations may require us to collect appropriate Tax information from Service Providers, or to withhold Taxes from payouts to Service Providers, or both. If a Service Provider fails to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to freeze all payouts, withhold such amounts as required by law, or to do both, until resolution.

12.3 You understand that any appropriate governmental agency, department and/or authority ("Tax Authority") where your business is located may require Taxes to be collected from Customers or Service Providers on Listing Fees, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these Taxes may be required to be collected and remitted as a percentage of the Listing Fees set by Service Providers.

12.4 Customers and Service Providers agree that we may seek additional amounts from you in the event that the Taxes collected and/or remitted are insufficient to fully discharge your obligations to the Tax Authority, and agree that your sole remedy for Taxes collected is a refund of Taxes collected by AvPlat from the applicable Tax Authority in accordance with applicable procedures set by that Tax Authority.

13.1 You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the AvPlat Platform. In connection with your use of the AvPlat Platform, you will not assist or enable others to:

• breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms, Privacy Policy or standards;
• use the AvPlat Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies AvPlat endorsement, partnership or otherwise misleads others as to your affiliation with AvPlat;
• copy, store or otherwise access or use any information, including personally identifiable information about any other Member, contained on the AvPlat Platform in any way that is inconsistent with AvPlat's Privacy Policy or these Terms or that otherwise violates the privacy rights of Members or third parties;
• use the AvPlat Platform in connection with the distribution of unsolicited commercial messages ("spam");
• offer, as a Service Provider, any Service that you do not yourself offer or have permission to offer through the AvPlat Platform;
• unless AvPlat explicitly permits otherwise, confirm any Listing if you will not actually be using the Services yourself;
• contact another Member for any purpose other than asking a question related to your own service confirmations, Listing, or the Member's use of the AvPlat Platform, including, but not limited to, recruiting or otherwise soliciting any Member to join third-party services, applications or websites, without our prior written approval;
• use the AvPlat Platform to request, make or accept service confirmations independent of the AvPlat Platform, to circumvent any Service Fees or for any other reason;
• request, accept or make any payment for Listing Fees outside of the AvPlat Platform or AvPlat Payments. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold AvPlat harmless from any liability for such payment;
• discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any abusive or disruptive behavior;
• use, display, mirror or frame the AvPlat Platform or Collective Content, or any individual element within the AvPlat Platform, AvPlat's name, any AvPlat trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the AvPlat Platform, without AvPlat's express written consent;
• dilute, tarnish or otherwise harm the AvPlat brand in any way, including through unauthorized use of Collective Content, registering and/or using AvPlat or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domain names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to AvPlat domains, trademarks, taglines, promotional campaigns or Collective Content;
• use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the AvPlat Platform for any purpose;
• avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by AvPlat or any of AvPlat's providers or any other third party to protect the AvPlat Platform;
• attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the AvPlat Platform;
• take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the AvPlat Platform;
• export, re-export, import, or transfer the Application except as authorized by Singapore law, the export control laws of your jurisdiction, and any other applicable laws; or
• violate or infringe anyone else's rights or otherwise cause harm to anyone.

13.2 You acknowledge that AvPlat has no obligation to monitor the access to or use of the AvPlat Platform by any Member or to review, disable access to, or edit any Member Content, but has the right to do so to (i) operate, secure and improve the AvPlat Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members' compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Member Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Members agree to cooperate with and assist AvPlat in good faith, and to provide AvPlat with such information and take such actions as may be reasonably requested by AvPlat with respect to any investigation undertaken by AvPlat or a representative of AvPlat regarding the use or abuse of the AvPlat Platform.

14.1 This Agreement shall be effective for a one (1) year term, at the end of which it will automatically and continuously renew for subsequent one (1) year term until such time when you or AvPlat terminate the Agreement in accordance with this provision.

14.2 You may terminate this Agreement at any time by sending us an email at support@avplat.com. If you cancel your AvPlat Account as a Service Provider, any confirmed service(s) will be automatically cancelled and your Customers will receive a full refund. If you cancel your AvPlat Account as a Customer, any confirmed service(s) will be automatically cancelled and any refund will depend upon the terms of the AvPlat's cancellation policy.

14.3 Without limiting our rights specified below, AvPlat may terminate this Agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address.

14.4 AvPlat may immediately, without notice, terminate this Agreement if (i) you have materially breached your obligations under these Terms, the Payments Terms, our policies or standards, (ii) you have violated applicable laws, regulations or third party rights, or (iii) AvPlat believes in good faith that such action is reasonably necessary to protect the standards and reliability of AvPlat and its Members.

14.5 In addition, AvPlat may take any of the following measures if (ii) you have breached these Terms, the Payments Terms, our policies or standards, applicable laws, regulations; (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the AvPlat Account registration, Listing process or thereafter; (iv) you and/or your Listings or Services at any time fail to meet any applicable quality or eligibility criteria; (v) you have repeatedly received poor Ratings or Reviews or AvPlat otherwise becomes aware of or has received complaints about your performance or conduct; (vi) you have repeatedly cancelled confirmed services or failed to respond to service requests without a valid reason; or (vii) AvPlat believes in good faith that such action is reasonably necessary to protect the standards and reliability of AvPlat and its Members, or to prevent fraud or other illegal activity:

• cancel any pending or confirmed services;
• limit your access to or use of the AvPlat Platform;
• temporarily or permanently revoke any special status associated with your AvPlat Account; or
• temporarily or in case of severe or repeated offenses permanently suspend your AvPlat Account.

In case of non-material breaches and where appropriate, you will be given notice of any intended measure by AvPlat and an opportunity to resolve the issue to AvPlat's reasonable satisfaction.

14.6 If we take any of the measures described above (i) we may refund your Customers in full for any and all confirmed services that have been cancelled, irrespective of preexisting cancellation policies, and (ii) you will not be entitled to any compensation for pending or confirmed services that were cancelled.

14.7 When this Agreement has been terminated, you are not entitled to a restoration of your AvPlat Account or any of your Member Content. If your access to or use of the AvPlat Platform has been limited or your AvPlat Account has been suspended or this Agreement has been terminated by us, you may not register a new AvPlat Account or access and use the AvPlat Platform through an AvPlat Account of another Member.

14.8 If you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.

If you choose to use the AvPlat Platform or Collective Content, you do so voluntarily and at your sole risk. The AvPlat Platform and Collective Content is provided "as is", without warranty of any kind, either express or implied.

You agree that you have had whatever opportunity you deem necessary to investigate the AvPlat Services, laws, rules, or regulations that may be applicable to your Listings and/or Services you are receiving and that you are not relying upon any statement of law or fact made by AvPlat relating to a Listing.

The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

16.1 You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the AvPlat Platform and Collective Content, your publishing or confirmation of any Listing via the AvPlat Platform, your use of a Service, or any other interaction you have with other Members whether in person or online remains with you. Neither AvPlat nor any other party involved in creating, producing, or delivering the AvPlat Platform or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the AvPlat Platform or Collective Content, (iii) from any communications, interactions or meetings with other Members or other persons with whom you communicate, interact or meet with as a result of your use of the AvPlat Platform, or (iv) from your publishing or confirmation of a Listing, including the provision or use of a Listing's Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not AvPlat has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. In no event will AvPlat's aggregate liability arising out of or in connection with these Terms and your use of the AvPlat Platform including, but not limited to, from your publishing or confirmation of any Listings via the AvPlat Platform, or from the use of or inability to use the AvPlat Platform or Collective Content and in connection with any Service, or interactions with any other Members, exceed the amounts you have paid or owe for services via the AvPlat Platform as a Customer in the twelve (12) month period prior to the event giving rise to the liability, or if you are a Service Provider, the amounts paid by AvPlat to you in the twelve (12) month period prior to the event giving rise to the liability, or one hundred U.S. dollars (US$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between AvPlat and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.

You agree to release, defend (at AvPlat's option), indemnify, and hold AvPlat and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Policies or standards, (ii) your improper use of the AvPlat Platform or any AvPlat Services, (iii) your interaction with any Member, use of any Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use, or (iv) your breach of any laws, regulations or third party rights.

18.1 Overview of Dispute Resolution Process. AvPlat is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom Section 19.1 applies: (1) an informal negotiation directly with AvPlat's customer service team, and (2) a binding arbitration in accordance with Clause 18.5.

18.2 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and AvPlat each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact AvPlat's customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration.

18.3 Agreement to Arbitrate. You and AvPlat mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the AvPlat Platform, the Services, or the Collective Content (collectively, "Disputes") will be settled by binding arbitration (the "Arbitration Agreement"). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and AvPlat agree that the arbitrator will decide that issue.

18.4 Exceptions to Arbitration Agreement. You and AvPlat each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).

18.5 Arbitration Rules and Governing Law. Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The tribunal shall consist of 3 members. The language of the arbitration shall be English. The venue and seat of the arbitration shall be Singapore.

18.6 Arbitrator's Decision. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant's individual claim.

18.7 Jury Trial Waiver. You and AvPlat acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.

18.8 No Class Actions or Representative Proceedings. You and AvPlat acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and AvPlat both otherwise agree in writing, the arbitrator may not consolidate more than one party's claims and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.

18.9 Severability. In the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

18.10 Survival. This Section 18 will survive any termination of these Terms and will continue to apply even if you stop using the AvPlat Platform or terminate your AvPlat Account.

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the AvPlat Platform ("Feedback"). You may submit Feedback by visiting support.avplat.com or mailing us at support@avplat.com. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

These Terms will be interpreted in accordance with Singapore law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. You agree to submit to the non-exclusive jurisdiction of the Singapore courts. Judicial proceedings that you are able to bring against us arising from or in connection with these Terms may only be brought in a court located in Singapore.

21.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between AvPlat and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between AvPlat and you in relation to the access to and use of the AvPlat Platform.

21.2 No joint venture, partnership, employment, or agency relationship exists between you and AvPlat as a result of this Agreement or your use of the AvPlat Platform.

21.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

21.4 If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

21.5 AvPlat's failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

21.6 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without AvPlat's prior written consent. AvPlat may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.

21.7 Unless specified otherwise, any notices or other communications to Members permitted or required under this Agreement, will be in writing and given by AvPlat via email, AvPlat Platform notification.

21.8 If you have any questions about these Terms please email us at support@avplat.com.

Please read these Payments Terms of Service carefully as they contain important information about your legal rights, remedies and obligations. By using the Payment Services, you agree to comply with and be bound by these Payments Terms of Service.

By accepting these Payments Terms of Service, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.

These Payments Terms of Service ("Payments Terms") constitute a legally binding agreement ("Agreement") between you and AvPlat Payments governing the Payment Services (defined below) conducted through or in connection with the AvPlat Platform.

When these Payments Terms mention "AvPlat Payments," "we," "us," or "our," it refers to the AvPlat Payments company you are contracting with for Payment Services, which is AvPlat India ("AvPlat (INDIA) Pvt Ltd").

The AvPlat Terms of Service ("Terms") separately govern your use of the AvPlat Platform. All capitalized terms have the meaning set forth in the Terms unless otherwise defined in these Payments Terms.

1.1 AvPlat Payments provides payments services to Members, including payment collection services, payments and payouts, in connection with and through the AvPlat Platform ("Payment Services").

1.2 AvPlat Payments may restrict the availability of the Payment Services, or certain services or features thereof, to carry out maintenance measures that ensure the proper or improved functioning of the Payment Services. AvPlat Payments may improve, enhance and modify the Payment Services and introduce new Payment Services from time to time.

1.3 The Payment Services may contain links to third-party websites or resources ("Third-Party Services"). Such Third-Party Services are subject to different terms and conditions and privacy practices and Members should review them independently. AvPlat Payments is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by AvPlat Payments of such Third-Party Services.

1.4 You may not use the Payment Services except as authorized by Indian law, the laws of the jurisdiction in which you reside, and any other applicable laws. In addition to complying with the above, you must also comply with any relevant export control laws in your local jurisdiction.

1.5 Your access to or use of certain Payment Services may be subject to, or require you to accept, additional terms and conditions. If there is a conflict between these Payments Terms and terms and conditions applicable for a specific Payment Service, the latter terms and conditions will take precedence with respect to your use of or access to that Payment Service, unless specified otherwise.

"Base Exchange Rate" means a system-wide rate used by AvPlat Payments for conversion between Customer Currency and Platform Currency in case of Payins and Platform Currency and Listing Currency in case of Payouts. It does not include any fee or mark-up by AvPlat Payments. AvPlat Payments establishes the Base Exchange Rate using data from one or more third parties such as FIXER (www.fixer.io).

"Customer Currency" means the currency in which a Customer will be able to see the Listings. For example, the Customer Currency for a Customer located in France would be the Euro, and the Customer Currency for a Customer located in the UAE would be the Dirham.

"Listing Currency" means the default currency associated with the country in which the Listing is located. For example, the Listing Currency for a Listing located in New York would be U.S. dollars, and the Listing Currency for a Listing located in Japan would be Japanese Yen.

"Platform Currency" means the US Dollar, the currency in which all transactions in the AvPlat Platform are denominated in. In case of Service Providers, all Listings are converted from Listing Currency to USD at the time of set up. In case of Customers, all Listings will display USD and the appropriate Customer Currency.

"Payin" means a payment received by AvPlat Payments from a Member for services (such as Listing Fees) to be performed in connection with the AvPlat Platform. All Payins will be in USD, converted from Customer Currency to USD at Base Exchange Rate as on the date of Payin. If the date of Payin happens to be on a bank holiday in India, the Base Exchange Rate related to the day before the Payin date shall be applicable.

"Payout" means a payment initiated by AvPlat Payments to a Member for services (such as Listing Fees) performed in connection with the AvPlat Platform. All Payouts will be in USD, converted from USD to Listing Currency at Base Exchange Rate as on the date of Payout. If the date of Payout happens to be on a bank holiday in India, the Base Exchange Rate related to the day before the Payout date shall be applicable.

"Payin Method" means a financial instrument that you have added to your AvPlat Account, such as a credit card, debit card, or bank transfer.

"Payout Method" means a financial instrument that you have added to your AvPlat Account, such as a bank transfer.

AvPlat Payments reserves the right to modify these Payments Terms at any time in accordance with this provision. If we make changes to these Payments Terms, we will post the revised Payments Terms on the AvPlat Platform and update the "Last Updated" date at the top of these Payments Terms. We will also provide you with notice by email of the modification at least thirty (30) days before the date they become effective, however, if you disagree with the revised Payments Terms, you may terminate this Agreement with immediate effect. We will inform you about your right of refusal and your right to terminate this Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued use of the Payment Services will constitute acceptance of the revised Payments Terms.

4.1 You must be a body corporate to be able to enter into legally binding contracts to access and use the Payment Services. By accessing or using the Payment Services you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.

4.2 If you are agreeing to these Payments Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Payments Terms and, in such event, "you" and "your" will refer and apply to that company or other legal entity.

4.3 AvPlat Payments may make access to and use of certain areas or features of the Payment Services subject to certain conditions or requirements, such as completing a verification process or meeting specific eligibility criteria.

4.4 We may make inquiries we consider necessary to help verify or check your identity or prevent fraud. In some jurisdictions, we have a legal obligation to collect identity information to comply with anti-money laundering regulations. This may include (i) asking you to provide Company Incorporation and Aircraft Registration Documentation, (ii) requiring you to take steps to confirm ownership of your email address, Payin Methods or Payout Methods, or (iii) attempting to screen your information against third-party databases. AvPlat Payments reserves the right to close, suspend, or limit access to the Payment Services in the event we are unable to obtain or verify any of this information.

In order to use the Payment Services, you must have an AvPlat Account in good standing. If you or AvPlat closes your AvPlat Account for any reason, you will no longer be able to use the Payment Services.

6.1 When you add a Payin Method or Payout Method to your AvPlat Account, you will be asked to provide customary billing information such as name, billing address, and financial instrument information either to AvPlat Payments or its third-party payment processor(s). You must provide accurate, current, and complete information when adding a Payin Method or Payout Method, and it is your obligation to keep your Payin Method and Payout Method up-to-date at all times. The information required will include:

• for direct deposit, your address, name on the account, account type, routing number, and account number;
• for credit cards, your address, email address, and payout currency; and
• for prepaid debit cards, your address, and account information.

6.2 When you add or use a new Payin Method, AvPlat Payments may verify the Payin Method by authorizing a nominal amount, not to exceed one dollar ($1), or a similar sum in the Payin Method's local currency (e.g., one euro or one British pound). For further verification, we may also (i) authorize your Payin Method for one or two additional nominal amounts, each not to exceed two dollars ($2) or a similar sum in the Payin Method's local currency (e.g., two euros or two British pounds), and ask you to confirm these amounts, or (ii) require you to upload a billing statement. When you add a Payin Method during checkout, we will automatically save that Payin Method to your AvPlat Account so it can be used for a future transaction.

6.3 To verify your Payout Method, AvPlat Payments may send one or more payments of nominal amounts to your Payout Method. We may, and retain the right to, initiate refunds of these amounts from your Payout Method.

6.5 You authorize AvPlat Payments to store your Payin Method information and charge your Payin Method as outlined in these Payments Terms. If your Payin Method's account information changes (e.g., account number, routing number, expiration date) as a result of re-issuance or otherwise, we may acquire that information from our financial services partner or your bank and update your Payment Method on file in your AvPlat Account.

6.6 You are solely responsible for the accuracy and completeness of your Payin Method and Payout Method information. AvPlat Payments is not responsible for any loss suffered by you as a result of incorrect Payin Method or Payout Method information provided by you.

7.1 Generally

Generally speaking, AvPlat Payments will collect and hold in escrow the Total Fees from a Customer at the time of service confirmation by the Customer, at which time the funds will immediately reflect as a hold balance in your app wallet, and invoice the Total Fees on the Customer at the time of service fulfilment by the Service Provider, at which time the funds will immediately reflect as available balance in your app wallet.

7.2 Payouts

7.2.1 In order to receive a Payout you must have a valid Payout Method linked to your AvPlat Account. AvPlat Payments will generally initiate Payouts to your selected Payout Method within 4 days of you initiating a payout request. In certain jurisdictions or instances, AvPlat Payments may offer you a different time or trigger for payment. The time it takes to receive Payouts once released by AvPlat Payments may depend upon the Payout Method you select. AvPlat Payments may delay or cancel any Payout for purposes of preventing unlawful activity or fraud, risk assessment, security, or investigation.

7.2.2 Your Payout for a service will be the Listing Fee less applicable Service Provider Fees with applicable taxes.

7.2.3 AvPlat Payments will remit your Payouts in the Platform Currency, which will be converted to the Listing Currency at the Base Exchange Rate. Amounts may be rounded up or down as described in Section 10.5 ("Rounding Off").

7.2.4 For compliance or operational reasons, AvPlat Payments may limit the value of each individual Payout. If you are due an amount above that limit, AvPlat may initiate a series of Payouts (potentially over multiple days) in order to provide your full payout amount.

8.1 You authorize AvPlat Payments to charge your Payin Method the Total Fees for any service confirmation requested in connection with your AvPlat Account. AvPlat Payments will collect the Total Fees in the manner agreed between you and AvPlat Payments via the AvPlat Platform. AvPlat Payments will generally collect and hold in escrow the Total Fees at the time of service confirmation and will generally invoice you and pay the Total Fees to the Service Provider after the Service Provider fulfills your service request. AvPlat Payments may offer alternative options for the timing and manner of payment; any additional fees for using offered payment options will be displayed via the AvPlat Platform and included in the Total Fees, and you agree to pay such fees by selecting the payment option. If AvPlat Payments is unable to collect the Total Fees as scheduled, AvPlat Payments will collect the Total Fees at a later point. Once the payment transaction for your requested service is successfully completed you will receive a confirmation email.

8.3 If a requested service is cancelled either because it is not accepted by the Service Provider or you cancel the service request before it is accepted by the Service Provider, any amounts collected by AvPlat Payments will be released to you. The timing to receive the refund or for the pre-authorization to be released will vary based on the Payin Method and any applicable payment system (e.g., Visa, MasterCard, etc.) rules.

8.4 You authorize AvPlat Payments to perform the Payin Method verifications described in Sections 6 and 8, and to charge your Payin Method for any services made in connection with your AvPlat Account. You hereby authorize AvPlat Payments to collect any amounts due by charging the Payin Method provided at set up or service confirmation, either directly by AvPlat Payments or indirectly, via a third-party online payment processor, and/or by one or more of the payin methods available on the AvPlat Platform.

8.5 If AvPlat Payments is unable collect any amounts due via your selected Payin Method, you authorize AvPlat Payments to charge any other Payin Methods on file in your AvPlat Account.

8.6 If you use additional services, you authorize AvPlat Payments to charge any Payin Method(s) you have on file in your AvPlat Account to collect the fees for the additional services ("Additional Fees") payable under the Terms. In addition, AvPlat Payments may recover any costs and expenses it incurs in collecting the Additional Fees by charging any Payin Method(s) you have on file in your AvPlat Account.

8.7 AvPlat Payments is not responsible for any fees that a Customer's third-party payment service provider may impose when AvPlat Payments charges the Customer's Payin Method, and AvPlat Payments disclaims all liability in this regard.

9.1 Each Member collecting payment for services provided via the AvPlat Platform (such as Services, or transactions facilitated through the Resolution Center) ("Providing Member") hereby appoints AvPlat Payments as the Providing Member's payment collection agent solely for the limited purpose of accepting funds from Members purchasing such services ("Purchasing Members").

9.2 Each Providing Member agrees that payment made by a Purchasing Member through AvPlat Payments, shall be considered the same as a payment made directly to the Providing Member, and the Providing Member will provide the purchased services to the Purchasing Member in the agreed-upon manner as if the Providing Member has received the payment directly from the Purchasing Member. Each Providing Member agrees that AvPlat Payments may refund the Purchasing Member in accordance with the Terms. Each Providing Member understands that AvPlat Payments' obligation to pay the Providing Member is subject to and conditional upon successful receipt of the associated payments from Purchasing Members. AvPlat Payments guarantees payments to Providing Members only for such amounts that have been successfully received by AvPlat Payments from Purchasing Members in accordance with these Payments Terms. In accepting appointment as the limited payment collection agent of the Providing Member, AvPlat Payments assumes no liability for any acts or omissions of the Providing Member.

9.3 Each Purchasing Member acknowledges and agrees that, notwithstanding the fact that AvPlat Payments is not a party to the agreement between you and the Providing Member, AvPlat Payments acts as the Providing Member's payment collection agent for the limited purpose of accepting payments from you on behalf of the Providing Member. Upon your payment of the funds to AvPlat Payments, your payment obligation to the Providing Member for the agreed upon amount is extinguished, and AvPlat Payments is responsible for remitting the funds to the Providing Member in the manner described in these Payments Terms, which constitute AvPlat Payments' agreement with the Purchasing Member. In the event that AvPlat Payments does not remit any such amounts, the Providing Member will have recourse only against AvPlat Payments and not the Purchasing Member directly.

10.1 Service Fees and Other Fees

10.1.1 AvPlat Payments collects the Service Fees charged by AvPlat pursuant to the Terms.

AvPlat Payments deducts the Service Provider Fees from the Listing Fees before remitting the Payout to the Service Provider as described in these Payments Terms.

Customer Fees are included in the Total Fees collected by AvPlat Payments.

Where applicable, AvPlat Payments may also collect Taxes in respect of the Service Provider Fees and Customer Fees.

10.1.2 TRIPS Module: Until further notice, the following Service Fees shall apply:

• For Customers: 5% (five percent) of Listing Fees
• For Service Providers: 3% (three percent) of Listing Fees
• Credit Card and Payment Gateway Fees: All credit card and payment gateway fees will be borne by AvPlat.

10.2.3 AvPlat Payments may charge additional fees for use of certain Payment Services and any applicable fees will be disclosed to Members via the AvPlat Platform.

10.2 Cancellations and Refunds

10.2.1 If a Customer cancels a confirmed service, AvPlat Payments will refund the amount of the Total Fees due to the Customer pursuant to AvPlat's Cancellation Policy and as otherwise in accordance with the Terms. AvPlat Payments will also initiate a Payout of any portion of the Total Fees due to the Service Provider under the applicable cancellation policy.

10.2.2 If a Service Provider cancels a confirmed service, AvPlat Payments will provide the Customer a full refund of the Total Fees within a commercially reasonable time of the cancellation. In some instances, AvPlat may allow the Customer to apply the refund to a new service, in which case AvPlat Payments will credit the amount against the Customer's subsequent service requests at the Customer's direction.

10.2.3 All refunds may be subject to the Terms. If a Customer or AvPlat decides for any reason to cancel a confirmed service pursuant to the Terms you agree that AvPlat Payments will not have any liability for such cancellations or refunds aside from its obligations to remit refunds or Payouts pursuant to these Payments Terms.

10.3 Payment Processing Errors

We will take steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the same Payout Method or Payin Method used for the original Payout to or payment by you, so that you end up receiving or paying the correct amount.

10.4 Service Revisions

If, as a Customer, you owe additional amounts to AvPlat due to a Service Revision, you agree that AvPlat Payments may collect such amounts by charging the Payin Method used to make your service confirmations (or, if that Payin Method is not available, through any other authorized Payin Method in your AvPlat Account). If, as a Service Provider, you owe AvPlat any amounts due to a Service Revision, you agree that AvPlat Payments may collect those amounts pursuant to Section 7 ("Financial Terms for Service Providers") and as otherwise permitted under these Payments Terms.

10.5 Collections

If AvPlat Payments is unable to collect any amounts you owe under these Payments Terms, AvPlat Payments may engage in collection efforts to recover such amounts from you. AvPlat Payments will deem any owed amounts overdue when: (a) for authorized charges, thirty (30) days have elapsed after AvPlat Payments first attempts to charge the Member's Payin Method or the associated services have been provided, whichever is later; and (b) for withholdings from a Service Provider's future Payouts, ninety (90) days have elapsed after the adjustment is made to the Service Provider's account or the associated services have been provided, whichever is later. Any overdue amounts not collected within ninety (90) days after they become overdue will be deemed to be in default. You hereby explicitly agree that all communication in relation to amounts owed will be made by electronic mail or by phone, as provided to AvPlat and/or AvPlat Payments by you. Such communication may be made by AvPlat, AvPlat Payments, or by anyone on their behalf, including but not limited to a third-party collection agent.

11.1 Customers and Service Providers agree that we may seek additional amounts from you in the event that the taxes collected and/or remitted are insufficient to fully discharge your obligations to the Tax Authority, and agree that your sole remedy for Taxes collected is a refund of taxes collected by AvPlat from the applicable Tax Authority in accordance with applicable procedures set by that Tax Authority.

AvPlat Payments will do a currency conversion in the following situations:

For Customers:

Customers pay in using their Customer Currency. Customer Currency is converted into Platform Currency (USD) using the Base Exchange Rate as on the Payin date. Customer Wallet will display in USD value, with approximate Customer Currency Value. If the date of Payin happens to be on a bank holiday in India, the exchange rate related to the day before the Payin date shall be applicable. You will be able to view the exchange rate applied to do the currency conversion before you complete the pay in.

Listings display Platform Currency as well as approximate Customer Currency.

For Service Providers:

Service Providers create their Listing with the Listing Currency. Listing Currency is converted into Platform Currency (USD) using the Base Exchange Rate as on the Listing publishing date. You will be able to view the exchange rate applied to do the currency conversion before you complete the set up and publish.

Payouts are in USD, with the USD amount being converted into Listing Currency using the Base Exchange Rate. If the date of Payout happens to be on a bank holiday in India, the Base exchange rate related to the day before the Payout date shall be applicable. You will be able to view the exchange rate applied to do the currency conversion.

You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Payment Services. In connection with your use of the Payment Services, you may not and you agree that you will not and will not assist or enable others to:

• breach or circumvent any applicable laws or regulations, agreements with third parties, third-party rights, or the Terms, policies, or standards;
• use the Payment Services for any commercial or other purposes that are not expressly permitted by these Payments Terms;
• register or use any Payment Method or Payout Method with your AvPlat Account that is not yours or you do not have authorization to use;
• avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by AvPlat Payments or any of AvPlat Payments' providers or any other third party to protect the Payment Services;
• take any action that damages or adversely affects, or could damage or adversely affect, the performance or proper functioning of the Payment Services;
• attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Payment Services; or
• violate or infringe anyone else's rights or otherwise cause harm to anyone.

14.1 The Payment Services are protected by copyright, trademark, and other laws of India, Singapore and other countries. You acknowledge and agree that the Payment Services, including all associated intellectual property rights, are the exclusive property of AvPlat, AvPlat Payments and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Payment Services. All trademarks, service marks, logos, trade names, and any other proprietary designations of AvPlat or AvPlat Payments used on or in connection with the Payment Services are trademarks or registered trademarks of AvPlat or AvPlat Payments in various jurisdictions. Trademarks, service marks, logos, trade names, and any other proprietary designations of third parties used on or in connection with Payment Services are used for identification purposes only and may be the property of their respective owners.

14.2 You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit the Payment Services, except as expressly permitted in these Payments Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by AvPlat, AvPlat Payments, or its licensors, except for the licenses and rights expressly granted in these Payments Terms.

We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Payment Services ("Feedback"). You may submit Feedback by emailing us, through the "Contact" section of the AvPlat Platform, or pursuant to Section 22 ("Contacting AvPlat Payments"). Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

16.1 If you choose to use the Payment Services, you do so voluntarily and at your sole risk. The Payment Services are provided "as is", without warranty of any kind, either express or implied.

16.2 Notwithstanding AvPlat Payments' appointment as the limited payment collection agent of Providing Members for the purposes of accepting payments from Purchasing Members through the AvPlat Platform, AvPlat Payments explicitly disclaims all liability for any act or omission of any Member or other third party. AvPlat Payments does not have any duties or obligations as agent for each Providing Member except to the extent expressly set forth in these Payments Terms, and any additional duties or obligations as may be implied by law are expressly excluded.

16.3 If we choose to conduct identity verification on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.

16.4 The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

17.1 You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Payment Services remains with you. If you permit or authorize another person to use your AvPlat Account in any way, you are responsible for the actions taken by that person. Neither AvPlat Payments nor any other party involved in creating, producing, or delivering the Payment Services will be liable for any incidental, special, exemplary, or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Payments Terms, (ii) from the use of or inability to use the Payment Services, or (iii) from any communications, interactions, or meetings with other Members or other persons with whom you communicate, interact, transact, or meet with as a result of your use of the Payment Services, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not AvPlat Payments has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable Providing Members pursuant to these Payments Terms or an approved payment request under the AvPlat Service Provider Guarantee, in no event will AvPlat Payments' aggregate liability arising out of or in connection with these Payments Terms and your use of the Payment Services including, but not limited to, from your use of or inability to use the Payment Services, exceed the amounts you have paid or owe for services via the AvPlat Platform as a Customer in the twelve (12) month period prior to the event giving rise to the liability, or if you are a Service Provider, the amounts paid by AvPlat Payments to you in the twelve (12) month period prior to the event giving rise to the liability, or one hundred U.S. dollars (US$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between AvPlat Payments and you.

You agree to release, defend (at AvPlat's option), indemnify, and hold AvPlat Payments and its affiliates and subsidiaries, and their officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Payments Terms; (ii) your improper use of the Payment Services; or (iii) your breach of any laws, regulations, or third-party rights.

19.1 You may terminate this Agreement at any time by sending us an email at support@avplat.com, or by following the termination procedures specified in the Terms. Terminating this Agreement will also serve as notice to cancel your AvPlat Account pursuant to the Terms. If you cancel your AvPlat Account as a Service Provider, AvPlat Payments will provide a full refund to any Customers with confirmed service(s). If you cancel your AvPlat Account as a Customer, AvPlat Payments will initiate a refund for any confirmed service(s) based on AvPlat's cancellation policy.

19.2 Without limiting our rights specified below, AvPlat Payments may terminate this Agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address.

19.3 AvPlat Payments may immediately, without notice terminate this Agreement if (i) you have materially breached your obligations under this Agreement; (ii) you have provided inaccurate, fraudulent, outdated, or incomplete information; (iii) you have violated applicable laws, regulations, or third-party rights; or (iv) AvPlat Payments believes in good faith that such action is reasonably necessary to protect other Members, AvPlat, AvPlat Payments, or third parties (for example in the case of fraudulent behavior of a Member).

19.4 In addition, AvPlat Payments may limit or temporarily or permanently suspend your use of or access to the Payment Services (i) to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, or if (ii) you have breached these Payments Terms, the Terms, applicable laws, regulations or third-party rights, (iii) you have provided inaccurate, fraudulent, outdated, or incomplete information regarding a Payment Method or Payout Method, or (iv) AvPlat Payments believes in good faith that such action is reasonably necessary to protect the personal safety or property of AvPlat, its Members, AvPlat Payments, or third parties, or to prevent fraud or other illegal activity.

19.5 In case of non-material breaches and where appropriate, you will be given notice of any measure by AvPlat Payments and an opportunity to resolve the issue to AvPlat Payments' reasonable satisfaction.

19.6 If you are a Service Provider and we take any of the measures described in this Section we may refund your Customers in full for any and all confirmed services, irrespective of preexisting cancellation policies, and you will not be entitled to any compensation for pending or confirmed services that were cancelled.

19.7 If your access to or use of the Payment Services has been limited or this Agreement has been terminated by us, you may not register a new AvPlat Account or attempt to access and use the Payment Services through another AvPlat Account of another Member.

19.8 If you or we terminate this Agreement, the clauses of these Payments Terms that reasonably should survive termination of these Payments Terms will remain in effect.

20.1 These Payments Terms will be interpreted in accordance with the laws of India. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. Subject to the Dispute Resolution and Arbitration Agreement, you agree to submit to the exclusive jurisdiction of courts in New Delhi, India.

21.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines, or standards, these Payments Terms constitute the entire Agreement between AvPlat Payments and you regarding the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between AvPlat Payments and you regarding the Payment Services.

21.2 No joint venture, partnership, employment, or agency relationship exists between you or AvPlat Payments as a result of this Agreement or your use of the Payment Services.

21.3 If any provision of these Payments Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

21.4 AvPlat Payments' failure to enforce any right or provision in these Payments Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Payments Terms, the exercise by either party of any of its remedies under these Payments Terms will be without prejudice to its other remedies under these Payments Terms or otherwise permitted under law.

21.5 You may not assign, transfer, or delegate this Agreement and your rights and obligations hereunder without AvPlat Payments' prior written consent. AvPlat Payments may without restriction assign, transfer, or delegate this Agreement and any rights and obligations, at its sole discretion, with thirty (30) days' prior notice. Your right to terminate this Agreement at any time remains unaffected.

21.6 This Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties. Notwithstanding the foregoing, the parties agree that the payment card networks are third-party beneficiaries of this Agreement for purposes of enforcing provisions related to payments, but that their consent or agreement is not necessary for any changes or modifications to this Agreement.

21.7 Unless specified otherwise, any notices or other communications permitted or required under this Agreement, will be in writing and given by AvPlat Payments via email or AvPlat Platform notification.

These Payments Terms are available at Privacy Policy. AvPlat Payments will provide a copy of these Payments Terms on request. If you have any questions about these Payments Terms, please email us at support@avplat.com.