Terms and Policies

1. Agreement to Terms

By accessing and using our Services, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, you are not authorized to use the Services. Because our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time, and without notice, at our sole discretion.

2. Privacy Notice

Please review our Privacy Notice, which also governs your use of the Services, for information on how we collect, use and share your information.

3. Description of the Platform

3.1 Flyra is a digital financial platform that provides users with access to stablecoin-based payment, remittance, and spending capabilities through a unified custodial infrastructure. Flyra enables users ("Users") to open and maintain a custodial stablecoin wallet (the "Flyra Wallet"), convert between supported fiat currencies and supported stablecoins (the "Supported Stablecoins"), initiate transfers of stablecoins both domestically and internationally, and spend funds using a Flyra-branded debit card. Flyra may remove and add assets available in the Services at any time. All such functionality available through the App, Website, or other supported channels constitutes the "Services." The Services do not permit Users to transfer digital assets to self-hosted wallets, external blockchain addresses, or accounts held outside of Flyra.

3.2 The Flyra Wallet is provided through our regulated financial partner, Bridge Building Arx LLC and/or any of its affiliates (collectively, "Bridge"). By using the Services, you agree to Bridge's terms of service and privacy policy available here. Flyra is not itself a custodian of digital assets. Instead, Flyra serves as the user interface and program manager for the services provided by Bridge, and all custodial services, settlement functions, digital asset holding, and other activities that constitute regulated money movement or digital asset custody are performed exclusively by Bridge or by financial institutions with whom Bridge contracts. When you deposit fiat currency, request conversion to stablecoins, initiate a transfer, or request a cash-out, Flyra transmits your instructions to Bridge, which executes the underlying custodial or settlement activity on your behalf. Your Flyra Wallet balance reflects the custodial balance maintained for you by Bridge.

3.3 Certain or all fiat payments, settlements, account-verifications, and connectivity services that enable funding or withdrawal from the Flyra Wallet are supported by third-party providers (depending on your jurisdiction). In the United States, Flyra uses Astra, Inc. (or its affiliates) ("Astra") for ACH transfers, card-based account-funding transactions, and related payment processing, and uses Plaid Technologies, Inc. (or its affiliates) ("Plaid") or other approved account-connectivity providers to authenticate and verify your linked bank accounts. In Nigeria, Flyra uses Yellow Card Financial, Inc. (or its affiliates) ("Yellow Card") (collectively, with Bridge, the "Payment Partners") to support deposits and payouts to supported bank or mobile-money accounts. Flyra does not itself receive, hold, or settle any fiat currency in any jurisdiction; all such activity is performed exclusively by the Payment Partners or their respective financial-institution partners.

3.4 Your use of any deposit, conversion, funding, verification, or withdrawal functionality through the Services constitutes your agreement to all terms, conditions, and privacy policies of the Payment Partners involved in providing those services, each of which is incorporated by reference and binding on you. These include, without limitation, the Astra Terms of Service and Privacy Policy, the Yellow Card User Agreement, and the Plaid End User Services Agreements. Certain third-party providers, including Plaid, present their own terms and privacy disclosures directly within their user interfaces, and your continued use of those services constitutes your acceptance of those terms. Flyra may add, remove, or change supported payment methods, verification methods, or Payment Partners at any time without prior notice, and any such newly supported providers will be deemed "Payment Partners" for purposes of these Terms.

3.5 Users may add funds to their Flyra Wallet using the deposit methods supported within the App, which may include bank transfers, card-based funding, or locally available payment options. When you initiate a deposit, Flyra transmits your instructions to its Payment Partners, each of whom performs the payment, verification, settlement, or conversion functions required to reflect the appropriate Supported Stablecoin balance in your Flyra Wallet. All fiat-to-stablecoin conversions and all custodial holding of Supported Stablecoins are performed solely by Payment Partners, and your Flyra Wallet balance represents the custodial balance held by Bridge on your behalf.

3.6 When you request a withdrawal from your Flyra Wallet, Flyra similarly transmits your instructions to its Payment Partners, who perform any required stablecoin-to-fiat conversion, settlement, and delivery of funds to your designated external account. Flyra does not transmit, settle, custody, or handle any fiat currency during withdrawal; all such services are carried out exclusively by the applicable Payment Partner, subject to network availability and supported jurisdictions.

3.7 In addition to the wallet conversion and remittance capabilities, Flyra also provides Users with the ability to spend funds via the Flyra debit card, which is issued through Bridge's sponsor bank and operates in conjunction with the balance held in the Flyra Wallet. When you use the Flyra debit card to make a purchase, the equivalent amount of your Supported Stablecoin balance is deducted from your Flyra Wallet and converted or settled per the card program's operating rules. The Flyra debit card is governed by a separate Cardholder Agreement (the "Cardholder Agreement"), which forms part of these Terms by reference. Your use of the debit card is subject to the Cardholder Agreement, and in the event of any conflict between these Terms and the Cardholder Agreement with respect to card usage, the Cardholder Agreement governs.

3.8 The Flyra Services are currently available only to residents of, and for use within, the United States and Nigeria. You may not create or use the Services if you reside in, are located in, or attempt to access the Services from any jurisdiction where Flyra or our custodial and financial partners do not operate or are not authorized to provide the Services. Flyra may expand or restrict service availability at any time in its discretion or as required by law or by our financial partners.

3.9 If you do not log into your Flyra account or otherwise access the Services for a period specified by applicable state unclaimed-property laws (typically three to five years), your account may be deemed dormant or abandoned. Flyra or Bridge may attempt to contact you using the contact information on file. If we cannot reach you and the law requires it, Bridge will transfer your Wallet balance to the appropriate state authority as unclaimed property. Once funds are escheated, you must apply to the applicable state unclaimed-property office to reclaim them. Flyra and Bridge are not responsible for any loss you suffer as a result of dormancy or escheatment mandated by law.

3.10 Flyra is not a bank, does not offer banking services, and does not accept deposits. The Flyra Wallet is not a bank account, checking account, savings account, or deposit account. Balances reflected in your Flyra Wallet are not insured by the Federal Deposit Insurance Corporation (FDIC) or by any other governmental or private deposit insurer. All custodial services for Supported Stablecoins and all fiat settlement services are provided exclusively by Flyra's regulated financial partners, including Bridge and the Payment Partners identified above. Stablecoins are not legal tender, are not backed by any government, and may not be redeemed at par or at all. Any references in the App or the Website to "wallet," "balance," "funds," or similar terms refer solely to the custodial relationship provided by Flyra's partners and do not create any deposit relationship between you and Flyra.

4. Identity Verification and Transaction Monitoring

4.1 You agree and acknowledge that you will be required to complete identification verification in order to use certain features of the Services. This includes, and is not limited to, the following: first and last name, email, street address, city, state/province, zip code/postal code, date of birth and government identification number such as Social Security Number. If you are unable to provide any of the requested information, you may be prevented from accessing certain features of the Services. We will not be liable for any loss or damage arising from your failure to comply with this section.

4.2 You authorize us to make inquiries, whether directly or through third-parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to act we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal data may be disclosed to fraud prevention or financial crime agencies.

4.3 You agree and acknowledge that the identity verification process will be conducted by Flyra or by one or more third-party service providers, including our Payment Partners. You agree that such third-party vendor may change from time to time without notice or consent. By using the Services, you agree to the terms and privacy policies of any such providers as applicable. Any sharing of personal data between Flyra and its identity verification vendors is governed by the Flyra Privacy Notice.

4.4 Failure to provide any reasonably requested information pursuant to applicable money laundering laws and regulations after you have become a customer shall be grounds for the suspension of your account and/or termination of these Terms.

5. Use of the Services

5.1 In order to use the Services, you must open an account with Flyra, which is subject to review and approval.

5.2 As a condition to accessing or using the Services, you represent and warrant to Flyra the following:

(a) if you are entering into these Terms as an individual, that you are at least 18 years old or of legal age in the jurisdiction in which you reside, have the legal capacity to enter into these Terms and be bound by them, and are not otherwise barred from using the Services under applicable law;

(b) if you are entering into these Terms as an entity, then you must have the legal authority to accept these Terms on that entity's behalf, in which case "you" (except as used in this paragraph) will mean that entity;

(c) you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Services;

(d) you are not located in a country that is subject to a U.S. Government embargo;

(e) you are not listed on any U.S. Government list of prohibited, sanctioned, or restricted parties;

(f) if you access or use the Services outside the United States, you are solely responsible for ensuring that your access and use of the Services in such country, territory, or jurisdiction does not violate any applicable laws;

(g) you will not use any software or networking techniques, including use of a Virtual Private Network (VPN) to modify your internet protocol address or otherwise circumvent or attempt to circumvent this prohibition;

(h) you are not a resident, national, or agent of Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic and Luhansk People's Republic regions of Ukraine or any other country to which the United States, the United Kingdom or the European Union embargoes goods or imposes similar sanctions (collectively, "Restricted Territories");

(i) you have not been identified as a Specially Designated National or placed on any sanctions lists by the U.S. Treasury Department's Office of Foreign Assets Control, the U.S. Commerce Department, or the U.S. Department of State (collectively, "Sanctions Lists Persons"); and you will not use our Website to conduct any illegal or illicit activity;

(j) you do not intend to and will not transact with any Restricted Person or Sanctions List Person;

(k) your access to the Services is not (a) prohibited by and does not otherwise violate or assist you to violate any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or another directive, requirement, or guideline, published or in force that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over Flyra, you, the Services, or as otherwise duly enacted, enforceable by law, the common law or equity (collectively, "Applicable Laws"); or (b) contribute to or facilitate any illegal activity.

5.3 As a condition to accessing or using the Services, you acknowledge, understand, and agree to the following:

(a) from time to time, any part of the Services may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs that Flyra or any of its suppliers or contractors may undertake from time to time; (c) causes beyond Flyra's control or that Flyra could not reasonably foresee; (d) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or (e) unavailability of third-party service providers or external partners for any reason;

(b) we reserve the right to disable or modify access to any part of the Services at any time in the event of any breach of these Terms, including, without limitation, if we reasonably believe any of your representations and warranties may be untrue or inaccurate, and we will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Services being inaccessible to you at any time or for any reason;

(c) we reserve the right, but have no obligation, to monitor the locations from which our Services are accessed. Furthermore, we reserve the right, at any time, in our sole discretion, to block access to the Services, in whole or in part, from any geographic location, IP addresses, and unique device identifiers, or to any user who we believe is in breach of these Terms;

(d) the Services may evolve, which means Flyra may apply changes, replace, or discontinue (temporarily or permanently) any part of the Services at any time in its sole discretion;

(e) Flyra does not act as an agent for you or any other User of the Services;

(f) you are solely responsible for your use of the Services, including all of your transfers and conversions of digital assets;

(g) you are solely responsible for reporting and paying any taxes applicable to your use of the Services; and

(h) we have no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any digital assets that you may transfer to or from a third-party, and we are not responsible for ensuring that an entity with whom you transact completes the transaction or is authorized to do so, and if you experience a problem with any transactions in digital assets using the Services, then you bear the entire risk.

5.4 As a condition to accessing or using the Services, you covenant to Flyra the following:

(a) in connection with using the Services, you only will transfer or convert to fiat currency legally obtained digital assets that belong to you;

(b) you will obey all Applicable Laws in connection with using the Services, and you will not use the Services if the laws of your country, or any other Applicable Law, prohibit you from doing so.

6. Fees

6.1 You agree and acknowledge that your use of the Flyra Services is subject to the fees, charges, spreads, and other amounts assessed by Flyra and its service providers from time to time (collectively, the "Fees"). All Fees applicable to your account will be disclosed in the App and Website at the time you authorize a transaction.

6.2 By initiating a transaction, you consent to the Fees presented to you and authorize Flyra and our partners to debit such Fees from your Wallet balance or from the applicable funding source, as relevant. All Fees are subject to change at any time in Flyra's sole discretion, and updated Fees will apply immediately to any transaction initiated after such changes become effective.

6.3 When you initiate a cross-border transfer of Supported Stablecoins or any fiat off-ramp facilitated through Flyra ("Remittance"), you may be charged a single upfront fee disclosed in-app at the time the transaction is submitted. Certain Remittances may also include an FX spread or conversion spread applied to the exchange rate made available to you, which constitutes part of the total cost of the transaction. You acknowledge and agree that exchange rates available in the Flyra App may differ from market rates available on third-party services and may include a spread retained by Flyra or by our Payment Partners.

6.4 If you initiate a withdrawal from your Wallet to a linked bank account or permitted financial institution account in the United States or Nigeria, Flyra may charge a withdrawal fee disclosed in-app at the time the withdrawal is submitted. Additional third-party charges (including bank charges, correspondent bank fees, or payout-network fees) may also apply and will either be disclosed at the time of the transaction or passed through to you.

6.5 Card transactions using the Flyra-issued debit card may be subject to certain fees, including a cross-border card transaction fee for purchases made outside the card's domestic currency region. These fees are applied per transaction and will be charged in accordance with the pricing disclosed in the Flyra App and the applicable Cardholder Agreement, which is incorporated by reference into these Terms.

6.6 You are responsible for any fees, costs, or charges imposed by card networks, acquiring banks, issuing banks, payment processors, correspondent banks, or other third parties arising from or relating to your transactions, including chargebacks, reversals, returns, retrievals, disputes, insufficient-funds events, or compliance-related investigations ("Pass-Through Fees"). Flyra may debit your Wallet balance for any Pass-Through Fees without additional notice to you.

6.7 All Fees are final and non-refundable unless Flyra determines otherwise in its sole discretion or unless required by applicable law. Flyra reserves the right to suspend or decline any transaction if the applicable Fees cannot be collected or if your Wallet does not maintain sufficient balance to cover the Fees associated with such transaction.

7. No Professional Advice or Fiduciary Duties

All information provided in connection with your access and use of the Services is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained on the Services or any other information that we make available at any time, including, without limitation, blog posts, articles, links to third-party content, discord content, news feeds, tutorials, tweets, and videos. Before you make any financial, legal, or other decisions involving the Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.

8. Prohibited Activity

8.1 You may not use the Services to engage in the categories of activity set forth below ("Prohibited Uses"). The specific activities set forth below are representative, but not exhaustive, of Prohibited Uses. If you are uncertain as to whether or not your use of the Services involves a Prohibited Use or have other questions about how these requirements apply to you, then please contact us at support@flyra.com. By using the Services, you confirm that you will not use the Services to do any of the following:

(a) violate any Applicable Laws including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing laws and sanctions programs, such as, without limitation, the Bank Secrecy Act, and the U.S. Department of Treasury's Office of Foreign Asset Controls;

(b) engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under Applicable Law, including but not limited to use of Flyra's intellectual property, name, or logo, including use of Flyra's trade or service marks, without express consent from Flyra or in a manner that otherwise harms Flyra; any action that implies an untrue endorsement by or affiliation with Flyra;

(c) use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other Users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services in any manner;

(d) circumvent any content-filtering techniques, security measures or access controls that Flyra employs on the Services, including, without limitation, through the use of a VPN;

(e) use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Services or to extract data, or introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Services;

(f) provide false, inaccurate, or misleading information while using the Services or engage in activity that operates to defraud Flyra, other Users of the Services, or any other person;

(g) use or access the Services to transmit or exchange digital assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including, without limitation, terrorism, or tax evasion;

(h) use the Services in any way that is, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, stalking, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive, or otherwise objectionable or likely or intended to incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others;

(i) use the Services from a jurisdiction that we have, in our sole discretion, determined is a jurisdiction where the use of the Services is prohibited;

(j) harass, abuse, or harm another person or entity, including Flyra's employees and service providers;

(k) impersonate another User of the Services or otherwise misrepresent yourself; or

(l) encourage, induce, or assist any third-party, or yourself attempt, to engage in any of the activities prohibited under this Section 8 or any other provision of these Terms.

9. Proprietary Rights

9.1 Subject to these Terms, Flyra grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Services for your own personal and noncommercial use.

9.2 The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part, or any content displayed on the Website; (b) you shall not (directly or indirectly) modify, decipher, disassemble, reverse compile or reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services; (c) you shall not access the Services in order to build a similar or competitive Website, product, or service; (d) translate, or otherwise create derivative works of any part of the Website; (e) rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder; (f) frame or mirror any part of the Services without Flyra's express prior written consent; (g) create a database by systematically downloading and storing Website content; (h) use any robot, spider, search/retrieval application or other manual or automatic device to retrieve, harvest, index, "scrape," "data mine" or in any way gather Website content or reproduce or circumvent the navigational structure or presentation of the Website without Flyra's express prior written consent; and (i) except as expressly stated herein, no part of the Website may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Services shall be subject to these Terms.

9.3 You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services and its content are owned by Flyra. Neither these Terms (nor your access to the Services) transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in these Terms. Flyra and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

10. Third-Party Services

10.1 The Services may contain links to, integrate with, or rely upon technology, software, content, and functionality provided by third parties, including websites, mobile applications, payment processors, custodial service providers, identity-verification vendors, card issuers, financial institutions, and blockchain-network participants. You acknowledge and agree that Flyra does not control and is not responsible for the availability, accuracy, security, legality, or performance of any third-party products or services, nor does Flyra endorse any third-party content or offerings. Flyra shall not be liable, directly or indirectly, for any loss or damage arising out of or related to your use of, inability to use, or reliance on any third-party content, goods, data, technology, or services.

10.2 Certain features of the Flyra Services are provided through or rely upon third-party partners. By using the Flyra Services, you authorize Flyra to share your information with these third-party providers as necessary to deliver the Services and you agree to be bound by any additional terms, disclosures, privacy policies, and rules imposed by such providers. Flyra is not responsible for the acts, omissions, errors, outages, or service limitations of these third-party providers, and your continued use of the Services constitutes your acceptance of any conditions or limitations associated with such third-party integrations.

11. Modification, Suspension, and Termination

11.1 We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend, discontinue or disable (temporarily or permanently) the Services, or your account, in whole or in part, for any reason whatsoever.

11.2 Upon termination of your access, your right to use the Services will immediately cease. We will not be liable for any losses suffered by you resulting from any modification to the Services or from any modification, suspension, or termination, for any reason, of your access to all or any portion of the Services.

11.3 Subject to this Section, these Terms will remain in full force and effect while you use or access the Services. We may suspend or terminate your rights to use or access the Services at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms. Upon termination of your rights under these Terms, your right to access and use the Services will terminate immediately. The following sections of these Terms will survive any termination of your access to the Services, regardless of the reasons for its expiration or termination.

12. Accuracy of Information

We attempt to ensure that the information that we provide on the Services is complete, accurate and current. Despite our efforts, the information on the Services may occasionally be inaccurate, incomplete, or out of date. We make no representation as to the completeness, accuracy, or correctness of any information on the Services.

13. Personal Data

Consent to access, processing, and storage of your Personal Data. You consent to us accessing, processing, and retaining any Personal Data you provide to us when accessing our Services. This consent is not related to, and does not affect, any rights or obligations we or you have in accordance with data protection laws, privacy laws, and regulations. You can withdraw your consent at any time by closing your account with us. However, we may retain and continue to process your Personal Data for other purposes. Please see our Privacy Notice, which is incorporated herein by reference and available here, for further information about how we process your Personal Data, and the rights you have in respect of this.

14. Indemnification

YOU WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS FLYRA, ITS AFFILIATES, AND ITS AFFILIATES' RESPECTIVE STOCKHOLDERS, MEMBERS, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS, AND CONTRACTORS (COLLECTIVELY, "INDEMNIFIED PARTIES") FROM ANY CLAIM, DEMAND, LAWSUIT, ACTION, PROCEEDING, INVESTIGATION, LIABILITY, DAMAGE, LOSS, COST OR EXPENSE, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES, ARISING OUT OF OR RELATING TO (A) YOUR USE OF, OR CONDUCT IN CONNECTION WITH, THE SERVICES; (B) DIGITAL ASSETS ASSOCIATED WITH YOUR FLYRA WALLET; (C) ANY FEEDBACK OR USER CONTENT YOU PROVIDE TO FLYRA, IF ANY, CONCERNING THE SERVICES; (D) YOUR VIOLATION OF THESE TERMS; OR (E) YOUR INFRINGEMENT OR MISAPPROPRIATION OF THE RIGHTS OF ANY OTHER PERSON OR ENTITY. IF YOU ARE OBLIGATED TO INDEMNIFY ANY INDEMNIFIED PARTY, FLYRA (OR, AT ITS DISCRETION, THE APPLICABLE INDEMNIFIED PARTY) WILL HAVE THE RIGHT, IN ITS SOLE DISCRETION, TO CONTROL ANY ACTION OR PROCEEDING AND TO DETERMINE WHETHER FLYRA WISHES TO SETTLE, AND IF SO, ON WHAT TERMS, AND YOU AGREE TO COOPERATE WITH FLYRA IN THE DEFENSE. YOU MAY NOT SETTLE OR OTHERWISE COMPROMISE ANY CLAIM SUBJECT TO THIS SECTION WITHOUT FLYRA'S PRIOR WRITTEN APPROVAL.

15. Disclosures; Disclaimers

15.1 THE DISCLAIMER OF IMPLIED WARRANTIES CONTAINED HEREIN MAY NOT APPLY IF AND TO THE EXTENT SUCH WARRANTIES CANNOT BE EXCLUDED OR LIMITED UNDER THE APPLICABLE LAW OF THE JURISDICTION IN WHICH YOU RESIDE.

15.2 THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, AND FLYRA (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

15.3 FLYRA DOES NOT ENDORSE ANY OTHER THIRD-PARTY AND SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS YOU ENTER INTO WITH OTHER USERS. YOU AGREE THAT FLYRA WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER USERS.

15.4 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

16. Limitation of Liability

16.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER FLYRA NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT FLYRA OR ITS SERVICE PROVIDERS HAVE 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.

16.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE AGGREGATE TOTAL LIABILITY OF FLYRA AND ITS AGENTS, REPRESENTATIVES, AND AFFILIATES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO FLYRA FOR USE OF THE SERVICES OR ONE HUNDRED U.S. DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO FLYRA, AS APPLICABLE.

16.3 THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FLYRA AND YOU.

17. Governing Law & Jurisdiction

The interpretation and enforcement of these Terms, and any Dispute related to these Terms or the Services, will be governed by and construed and enforced under the laws of the State of Delaware, as applicable, without regard to conflict of law rules or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You agree that Flyra may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court having jurisdiction. For any other proceeding that is not subject to arbitration under these Terms, the state and federal courts located in Delaware will have exclusive jurisdiction. You waive any objection to venue in any such courts.

18. Dispute Resolution & Arbitration

18.1 You agree to arbitrate all disputes, claims, or controversies ("Claims") arising out of or relating to these Terms or your relationship with the Company. This section constitutes your agreement to arbitrate ("Arbitration Agreement") all disputes arising under or in connection with these terms and your relationship with us. This includes Claims made by us against you, by you or anyone connected to you against us or any of our Affiliates, agents, employees, predecessors, successors, or assignees. Arbitration is often used to resolve Claims more efficiently than a trial, particularly where the amount of the Claim is small. YOU ARE WAIVING THE RIGHT TO LITIGATE A CLAIM IN COURT AND TO HAVE A JURY TRIAL ON ANY CLAIM. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATIONS WITH OTHER ARBITRATIONS ARE NOT PERMITTED. ANY ARBITRATION UNDER THESE TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS.

18.2 Before commencing an action in arbitration, the parties will promptly submit any dispute that they have failed to promptly resolve to mediation before the American Arbitration Association ("AAA") in San Francisco, CA or at a location agreed to by the parties. The parties will jointly select the mediator, or if the parties are unable to agree upon a mediator, then the dispute will be submitted to non-binding mediation before the AAA. If the parties are unable to achieve a mutually agreeable resolution of the dispute through mediation within 60 days after commencement of mediation proceedings, the parties hereby agree to submit their dispute to binding arbitration described below. Notwithstanding the foregoing, either party may file an arbitration demand at any time to comply with any statute of limitation or timing requirements to preserve its Claim.

18.3 All Claims will be decided finally and exclusively by binding individual arbitration with a single arbitrator administered by the AAA according to this provision and the applicable AAA rules, which may limit the discovery available to you or to us. You can obtain copies of the AAA rules and forms by contacting AAA at 1-800-778-7879 or www.adr.org. Any arbitration hearing that you attend will take place in the federal judicial district where you reside as of the date you execute these terms. The arbitrator will apply applicable substantive law of the State of Delaware and consistent with the Federal Arbitration Act, 9 U.S.C. §§ 1-16 ("FAA") and applicable statutes of limitations and will honor claims of privilege recognized at law.

18.4 The arbitrator's award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. While an arbitrator may award declaratory or injunctive relief, the arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party's Claims. The arbitrator's decision and judgment criteria will not have a precedential or collateral estoppel effect on Claims asserted by any individual or entity who was not party to the arbitration. If any provision of this Arbitration Agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration). The arbitration itself will be governed by Federal Arbitration Act 9 USC §1 et seq. If a court or arbitrator decides that this Arbitration Agreement cannot be enforced as to a particular Claim for relief, then that Claim (and only that Claim) must be severed from the arbitration and may be brought in court. Individual Claims filed in small claims court are not subject to this Arbitration Agreement as long as the Claim remains in small claims court. The arbitrator alone will have the authority to interpret the scope and enforceability of this Arbitration Agreement, except that any Claim concerning the scope or enforceability of the prohibition on class, collective, or representative Claims, or Claims in arbitration for public injunctive relief, will be resolved by the state and federal courts in Delaware in accordance with Delaware law.

18.5 IF YOU DO NOT WANT TO ARBITRATE ALL CLAIMS AS PROVIDED IN THESE TERMS, THEN YOU HAVE THE RIGHT TO REJECT SUCH ARBITRATION PROVISIONS BY DELIVERING A WRITTEN NOTICE TO US AT LEGAL@FLYRA.COM, WITHIN 30 DAYS OF THE DATE YOU REGISTERED FOR YOUR FLYRA ACCOUNT. YOUR REJECTION OF ANY ARBITRATION PROVISIONS DOES NOT AFFECT ANY INDEPENDENT ARBITRATION AGREEMENTS WITH THIRD PARTIES, AND YOU REMAIN SUBJECT TO ANY ARBITRATION, CLASS ACTION OR JURY TRIAL WAIVER OR DISPUTE RESOLUTION PROCESSES SET OUT IN THOSE SEPARATE AGREEMENTS. YOU MUST INCLUDE YOUR FIRST AND LAST NAME, YOUR MAILING ADDRESS, YOUR EMAIL, AND YOUR MOBILE PHONE NUMBER IN THE NOTICE.

19. General Information

19.1 These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Website. It is important that you review the Terms whenever we update them or you use the Services. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective one (1) day following the earlier of our dispatch of an e-mail notice to you (if applicable) or one (1) day following our posting of notice of the changes on our Website. These changes will be effective immediately for new users of our Website and App. Continued use of our Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

19.2 You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our "Communications") that we provide in connection with these Terms or the use of the Services. You agree that we may provide our Communications to you by posting them on the Website or by emailing them to you at the email address you provide in connection with using the Services, if any. You should maintain copies of our Communications by printing a paper copy or saving an electronic copy. You may also contact us with questions, complaints, or claims concerning the Services at support@flyra.com.

19.3 Any right or remedy of Flyra set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law, or in equity. The failure or delay of Flyra in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.

19.4 The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.

19.5 We will have no responsibility or liability for any failure or delay in performance of the Services, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.

19.6 You may not assign or transfer any right to use the Services, or any of your rights or obligations under these Terms, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.

19.7 Headings of sections are for convenience only and shall not be used to limit or construe such sections.

19.8 These Terms contain the entire agreement between you and Flyra and supersede all prior and contemporaneous understandings between the parties regarding the Services.

19.9 In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.

19.10 You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to the Agreement other than the Indemnified Parties.

19.11 A waiver by Flyra of any right or remedy under these Terms shall only be effective if it is in writing, executed by a duly authorized representative of Flyra and shall apply only to the circumstances for which it is given. Our failure to exercise or enforce any right or remedy under these Terms shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies.