Effective Date: October 6, 2025 

1. Acceptance of Terms 

These Terms of Use (these “Terms”) are a legally binding agreement between you (“you” or “User”) and Elibrium Inc. (“Elibrium”, “we”, “us”, or “our”), a Wyoming corporation, governing your access to and use of our website located at [Platform URL], including any content, functionality, and services offered on or through the website, as well as any associated web-based or mobile applications, dashboards, application programming interfaces (APIs), and online services provided by Elibrium (collectively, the “Platform”). These Terms apply to all users of the Platform, including visitors who simply browse the public website and clients or account holders who register to use the secure portions of our services. 

By accessing or using the Platform in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy (which describes how we collect and use your personal data) and any other applicable rules, policies, or guidelines that we may make available or post on the Platform from time to time (collectively, “Additional Terms”). All such Additional Terms are incorporated by reference into these Terms. If you do not agree to these Terms or any portion of the Additional Terms, you must not access or use the Platform. 

You represent and warrant that you are at least 18 years old (or the age of majority in your jurisdiction, if higher) and that you have the legal capacity to enter into these Terms. If you are using the Platform on behalf of a company or other legal entity (for example, as an employee or contractor of a corporate client of Elibrium), you further represent that you have the authority to bind that entity to these Terms, and in that case “you” will refer also to that entity. If you do not meet these eligibility requirements, you must not use the Platform. 

PLEASE NOTE: Section 11 of these Terms contains an arbitration agreement and class action waiver. It affects how disputes are resolved, requiring most disputes to be resolved through binding arbitration on an individual basis rather than in court. Please read it carefully. 

2. Changes to Terms 

Elibrium reserves the right to modify or update these Terms at any time, in its sole discretion. We will provide notice of any material changes by posting the updated Terms on the Platform and adjusting the “Effective Date” at the top, and/or by providing additional prominent notice (such as via email or a notification on your account dashboard) if required by law or if the changes are significant. It is your responsibility to review these Terms periodically for any updates or changes. 

Your continued use of the Platform after any modifications to the Terms are posted (and after the effective date of those changes) constitutes your acceptance of the revised Terms. If you do not agree to any updated Terms, you should stop using the Platform and, if applicable, cancel your account. Except as expressly provided herein, any new features or services that augment or enhance the current Platform shall be subject to these Terms as well. 

3. User Accounts and Security 

Account Registration: Some areas or functionalities of the Platform (such as the client dashboard or API access) require you to create an account and become a registered user. When creating an account, you agree to provide true, accurate, current, and complete information about yourself (and/or your organization, if registering on behalf of a company) as prompted by our registration form or onboarding process. You also agree to update such information promptly should it change, so that our records remain accurate and up-to-date. Elibrium may refuse to open an account, suspend accounts, or require additional information, in its discretion, to ensure a secure and compliant onboarding of users. 

Account Credentials: You are responsible for maintaining the confidentiality of your login credentials, including any username, password, API keys, or other security tokens used to access the Platform. You must not share your password or API credentials with any unauthorized person or otherwise allow any third party to access or use your account. You agree to notify us immediately at info@elibrium.io if you become aware of any unauthorized access to or use of your account, or any other breach of security. 

User Responsibilities: You are fully responsible for all activities that occur under your account, whether or not you personally authorized them. This includes any actions by your employees, agents, or other individuals to whom you have given access to the Platform (such as other users under your organization’s account). Elibrium will assume that any communications received through your account or from your associated credentials were made by you. You agree to take reasonable steps to ensure that no unauthorized person shall have access to your account or password. 

Elibrium shall not be liable for any loss or damage arising from your failure to comply with the above requirements. You acknowledge that Internet transmissions are never completely private or secure and that there is a risk information you send to the Platform could be intercepted or read by others, even if a particular transmission is encrypted (e.g., via HTTPS). 

Security and Monitoring: We employ security measures to protect the Platform and our users, but we cannot guarantee absolute security. We reserve the right to monitor and record activity on the Platform for security, compliance, and operational purposes. If there is any suspected breach of security or unauthorized use of an account, we may suspend the account or require you to change your password as a precautionary measure. 

Account Suspension or Termination: Elibrium may, at its discretion, suspend or terminate your account and/or your access to certain parts of the Platform if we suspect or determine that: (a) any information you provided is untrue, inaccurate, or incomplete; (b) you have violated any provision of these Terms or any applicable law; or (c) your use of the Platform poses a security risk or potential legal liability to Elibrium or any third party. In such event, we may, but are not obligated to, provide you with notice of suspension or termination, and we may use reasonable efforts to work with you to resolve any issues when appropriate. (See also Section 12 (Termination) below for more details.) 

4. License and Intellectual Property 

4.1. License Grant 

Subject to your compliance with these Terms and any applicable Additional Terms (including timely payment of any fees, if and where applicable), Elibrium hereby grants you a limited, non-exclusive, non- transferable, non-sublicensable, and revocable license to access and use the Platform for your internal business purposes or personal use (as appropriate) in accordance with these Terms. This license allows you to use the features and functionalities that Elibrium makes available through the Platform, such as viewing content, managing your account, accessing our web or mobile application, and, if authorized, integrating via our API, solely for the purposes intended by Elibrium. 

All rights not expressly granted to you in these Terms are reserved by Elibrium and its licensors. This license does not give you any ownership or proprietary interest in the Platform, any of its components, or any content or data made available through the Platform. You may not use the Platform in any manner or for any purpose other than as expressly permitted by these Terms. If you violate the limitations of this license or any other provision of these Terms, your permission to use the Platform will automatically terminate and Elibrium may, in its discretion, terminate your account or suspend your access to the Platform (see Section 12). 

4.2. Intellectual Property Rights 

Ownership: The Platform (including all software, code, algorithms, user interfaces, dashboards, APIs, databases, and features comprising the Platform) and all content, materials, and information made available on or through the Platform (including, without limitation, text, graphics, logos, button icons, 

images, audio clips, video, data compilations, software compilations, and documentation) are the property of Elibrium or its licensors and are protected by United States and international intellectual property laws. This includes all Elibrium trademarks, service marks, trade names, logos, and brand elements (“Marks”), as well as all copyrights, trade secrets, patents, and other proprietary rights embodied in the Platform. 

Restrictions: You agree that you will not, and will not permit any third party to, do or attempt to do any of the following: (a) copy, modify, reproduce, distribute, or create derivative works based on the Platform or any content from the Platform (except to the extent expressly permitted by these Terms or by applicable law); (b) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of any portion of the Platform, except as permitted by law notwithstanding this limitation; (c) remove or alter any copyright, trademark, or other proprietary rights notices displayed on the Platform or in any Platform content; (d) use any meta tags or other hidden text using Elibrium’s name or Marks without our prior written consent; or (e) use any content or Marks from the Platform in any manner that disparages or discredits Elibrium or that is likely to cause confusion among the public. 

Limited Use of Content: You may print or download reasonable copies of content from the Platform for your own use in connection with the Services, but you must not remove any copyright or other proprietary notices, and you must not use those copies for any commercial purpose other than as permitted by Elibrium. Any use of the Platform content not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws. If we terminate your permission to use the Platform, you must cease all use of the Platform content and, at our option, return or destroy any copies of Platform content you have made. 

Trademarks: The Elibrium name, logo, and all related product and service names, design marks, and slogans are trademarks or service marks owned or licensed by Elibrium. You are not granted any right or license to use any of these Marks for any purpose, and you agree not to display or use Elibrium’s Marks in any manner without our prior written permission. All other marks appearing on the Platform are the property of their respective owners. Use of any third-party marks on the Platform is intended to denote interoperability and does not imply that Elibrium is affiliated with or endorsed by the owners of those marks. 

User Feedback: If you choose to provide suggestions, ideas, enhancement requests, feedback, or recommendations to Elibrium regarding the Platform or our services (“Feedback”), we welcome your input. However, you acknowledge and agree that Elibrium shall own all rights, title, and interest in and to any Feedback you provide, and you hereby assign to Elibrium all intellectual property rights in such Feedback. Elibrium shall be free to use and exploit any Feedback you submit for any purpose, without obligation or compensation to you, and any improvements, updates, or modifications to the Platform based on such Feedback shall be solely owned by Elibrium. (This provision is not intended to assign your content or data that you upload to the Platform as part of using our services, but rather feedback about our service itself. For clarity regarding your data, see any applicable agreements or our Privacy Policy.) 

5. API Use 

Elibrium may make available certain APIs, SDKs, webhooks, or other developer tools (collectively, the “API”) to facilitate integration between our Platform and your own systems or to allow you to programmatically interact with our services. Your use of the API, if provided, is subject to the following additional terms: 

• API License: Elibrium grants you a limited, non-exclusive, non-transferable, and revocable license to access and use our API solely for purposes of integrating or interfacing your applications or systems with our Platform, and only as allowed by any API documentation or guidelines we provide. This license is conditioned on your continued compliance with these Terms and any separate API terms we may provide. You may not use the API for any purpose not permitted by Elibrium, and we reserve the right to revoke API access for any reason. 

• API Credentials: To use the API, we may provide you with unique credentials (such as API keys, tokens, or client IDs). You must keep your API credentials confidential and not share them with any unauthorized persons. All calls to our API using your credentials will be treated as requests made by you. You are solely responsible for all activities that occur under your API credentials, and you agree to notify us immediately if you suspect any unauthorized use or breach of security related to your API credentials. We may restrict or throttle API access if we believe your credentials have been compromised or are being misused. 

• Usage Limits and Monitoring: We may establish rate limits, quotas, or other restrictions on API usage. You agree to comply with any such limits described in our documentation or communicated to you in writing. Excessive or abusive API requests (e.g., exceeding call thresholds or making burdensome demands on our infrastructure) are not permitted. Elibrium may monitor your API usage for compliance and to ensure the stability and security of our services. You shall not interfere with such monitoring or obscure your usage to evade detection. 

• Permitted Uses; Restrictions: You may use the API to read and write data to your Elibrium account or integrate Elibrium’s services into your own application, but only in the manner described in our API documentation. Without limiting the generality of other restrictions in these Terms, when using the API, you shall not: 

• Use the API in any way that violates any laws or regulations, or to engage in any unlawful or fraudulent activity. 

• Use the API to access data or functionality that you do not have rights to access (for example, data of another client or user without authorization). 

• Make any modifications or derivative works of the API or any content returned from the API, except as necessary to format or display it within your application. 

• Remove, obscure, or alter any proprietary notices (including copyright and trademark notices) that we affix or provide via the API. 

• Use the API to replicate or compete with core aspects of our Platform, or to build a substantially similar service. 

• Sell, redistribute, sublicense, or transfer any data obtained via the API to any third party, except as needed to provide your integrated services to users and as expressly permitted by us. (For example, you may display account information to the account holder within your interface, but you cannot aggregate and resell Elibrium data to others.) 

• Misrepresent or mask the origin of any API requests or the application of yours that is accessing the API. You must properly identify your application and not attempt to spoof or impersonate another client or Elibrium’s services. 

• Security and Data Handling: If you use the API to retrieve personal data or other sensitive information, you must implement appropriate security measures to protect that data (including encryption of data at rest and in transit, as appropriate). You must comply with all privacy laws applicable to the data you access. If you become aware of any unauthorized access to data via your API integration, you must promptly notify Elibrium and take reasonable steps to remediate the incident. 

• API Updates and Changes: Elibrium may modify the API, release new versions, or discontinue the API (or any aspect or feature of it) at any time. We will use reasonable efforts to inform you of major changes or deprecations (for example, via developer forums, documentation updates, or email). It is your responsibility to ensure that calls you make to the API are compatible with the current version. Elibrium is not liable for any costs or damages incurred by you or your users due to API changes or discontinuation. 

• Monitoring and Enforcement: You agree that Elibrium may monitor your use of the API to ensure quality, improve our services, and verify your compliance with these Terms. You shall not interfere with such monitoring. If we (in our sole judgment) believe that your use of the API violates these Terms or is otherwise objectionable, we may suspend or terminate your API access without notice. 

• No Support or Warranty: Elibrium may provide limited technical support for the API through developer resources or forums, but is not obligated to do so. The API is provided “as is” and “as available”, without warranties of any kind (see Section 8 (Disclaimer of Warranties)). Elibrium shall not be liable for any damages arising from your use of the API or for any downtime or errors in the API. You are solely responsible for any development and maintenance of your integration. 

All use of the API is subject to these Terms and, if applicable, any separate API agreement or documentation. In case of any conflict between this Section and any specific API terms provided by Elibrium, the specific API terms will control for matters relating to the API. 

6. Prohibited Uses 

You agree to use the Platform only for lawful purposes and in accordance with these Terms. You further agree not to misuse the Platform or assist anyone else to do so. Without limiting the generality of the foregoing, you shall not (and shall not direct, permit, or enable any person to): 

•     6.1 Violate Laws or Regulations: Use the Platform in any manner that violates any applicable federal, state, local, or international law or regulation. This includes, but is not limited to, applicable export control laws, data privacy laws, and financial regulations. You shall not use the Platform to conduct or facilitate any activity that is illegal (such as money laundering, financing terrorism, fraud, tax evasion, gambling in jurisdictions where it is unlawful, or the sale of illegal goods or services). If you are using our card services, you must also adhere to all rules of payment networks and not use the cards for prohibited transactions. 

• 6.2 Infringe Intellectual Property or Rights of Others: Upload, post, transmit, or otherwise make available any content on the Platform that infringes or misappropriates any patent, trademark, trade secret, copyright, or other intellectual property rights of any other person or entity. You also shall not use the Platform in a manner that violates privacy rights or publicity rights of others (for example, disclosing someone’s personal information without proper authority). 

• 6.3 Unauthorized Access and Security Violations: Attempt to gain unauthorized access to, or interfere with the proper functioning of, any portion or feature of the Platform, other users’ accounts, or any Elibrium systems or networks. This includes not attempting to probe, scan, or test the vulnerability of the Platform or any associated system, or breaching security or authentication measures without proper authorization. You shall not deploy any automated systems (such as bots, spiders, or scrapers) to access the Platform in a manner that sends more requests to our servers than a human can reasonably produce in the same period, nor attempt to introduce viruses, trojan horses, worms, logic bombs, or any other malicious or harmful code into the Platform. 

• 6.4 Disruption of Service: Take any action that imposes or may impose (as determined by Elibrium) an unreasonable or disproportionately large load on our infrastructure, or otherwise interfere with the operation or hosting of the Platform. You shall not use any device, software, or routine to interfere or attempt to interfere with the proper working of the Platform or any transaction being conducted on the Platform. This prohibition includes, without limitation, denial-of-service attacks, mailbombing, flooding, or any other deliberate attempt to overload or crash the Platform. 

• 6.5 Misrepresentation and Fraud: Use the Platform in any manner that is deceptive, fraudulent, false, or misleading. You shall not impersonate or attempt to impersonate Elibrium, an Elibrium employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing). You shall not engage in “phishing,” “spoofing,” or any other attempt to trick or defraud others for your own gain. 

• 6.6 Unauthorized Commercial Use: Exploit or use the Platform for any commercial purpose not expressly permitted by Elibrium. This means you shall not, without our prior written consent, resell any aspect of the Services, use the Platform to build a competing product or service, or use the Platform to harvest or collect information (such as personal data or contact lists) for the benefit of a third party. Additionally, you shall not use the Platform to transmit or facilitate the sending of any advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation that is not authorized. 

• 6.7 Harmful or Objectionable Content: Post or transmit any content through the Platform that: (i) is unlawful, defamatory, libelous, obscene, pornographic, indecent, harassing, violent, threatening, hateful, or otherwise objectionable; (ii) encourages or provides instructions for a criminal offense; (iii) is likely to deceive or confuse any person; (iv) promotes illegal substances or activities or dangerous weapons; (v) contains a commercial solicitation or advertising (except as expressly allowed by Elibrium); or (vi) in Elibrium’s judgment, is objectionable or exposes users to harm or liability. Elibrium reserves the right (but has no obligation) to remove any such content or to limit or terminate the access of any user posting such content. 

• 6.8 Abuse of Others: Use the Platform to engage in any behavior that is abusive toward others. This includes harassment, stalking, bullying, or threatening other users, Elibrium personnel, or any third party. You shall not use the Platform to publish or distribute any material that incites violence, discrimination, or hatred against individuals or groups. 

Enforcement: We reserve the right to investigate and take appropriate legal action against anyone who, in our opinion, violates these Prohibited Uses or any other provision of these Terms. This may include reporting you to law enforcement authorities, terminating your account, and seeking injunctive relief or damages. 

You acknowledge that Elibrium has the right to monitor your use of the Platform (including any content posted or data transmitted) to ensure compliance with these Terms, and to remove or refuse to post any content that we deem to violate these Terms or our policies. However, we do not undertake to review all material before it is posted on the Platform, and we cannot guarantee prompt removal of objectionable material after it has been posted. 

Your compliance with the rules in this Section is a condition of your license to use the Platform. Any breach of this Section is a material breach of these Terms and may result in immediate suspension or termination of your account or access to the Platform without prior notice, at Elibrium’s sole discretion. 

7. Privacy 

Your use of the Platform is subject to our Privacy Policy, which is hereby incorporated by reference into these Terms. The Privacy Policy explains how Elibrium collects, uses, and discloses personal data and other information we obtain through your use of the Platform. By using the Platform, you acknowledge that you have read and understood our Privacy Policy, and you consent to the collection, use, storage, and disclosure of information as described therein. If you do not agree with our Privacy Policy or the ways in which we handle data, you must not use the Platform. 

In addition, if you as a Client receive any personal data from us or through the Platform (for example, information about Cardholders or other users), you agree to handle that data in accordance with applicable privacy laws and solely for the purposes for which it was provided. You shall maintain appropriate security measures for any personal data obtained and shall not use or disclose it in a manner inconsistent with our Privacy Policy or applicable law. 

Please note that the Platform may include integrations or links to third-party websites, services, or content (such as identity verification providers or social media features). Those third parties have their own terms and privacy policies, which will govern your use of their services. Elibrium’s Privacy Policy and these Terms do not apply to third-party services that Elibrium does not control. We encourage you to review the privacy notices of any third parties before providing them with your information. Elibrium is not responsible for the privacy or security practices of any third-party service providers, except as expressly stated in our Privacy Policy or in a separate agreement. 

8. Disclaimer of Warranties 

USE AT YOUR OWN RISK: The Platform and all services, information, and content provided through it are provided on an “AS IS” and “AS AVAILABLE” basis, without any warranties of any kind, either express or implied. Your use of the Platform is at your own risk. To the fullest extent permitted under applicable law, Elibrium and its affiliates, licensors, and service providers expressly disclaim all warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to any warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties that may arise out of course of dealing, course of performance, usage, or trade practice. We make no warranty that the Platform will meet your requirements or expectations, achieve any intended results, be compatible or work with any other software, systems, or services, or be secure, uninterrupted, or free of errors, viruses, or other harmful components. 

No Guarantee of Accuracy: Elibrium does not warrant or guarantee the accuracy, completeness, timeliness, or reliability of any information or content available on or through the Platform. This includes, without limitation, any data related to transactions, account balances, analytics, or reports generated by the Platform. While we strive to present current and accurate information, there may be inadvertent technical or factual inaccuracies, errors, or omissions. You should independently verify information before acting on it. 

Operational Disclaimers: We do not warrant that the Platform or any services will be available at any particular time or location, or that any defects or errors will be corrected. Elibrium shall not be responsible for any service interruptions or access limitations that are caused by third parties (such as internet service providers, hosting providers, or third-party integrations) or events outside our reasonable control. Temporary interruptions may occur, and we may suspend or discontinue certain features without notice as we deem necessary (for example, to perform maintenance or upgrades). 

No Warranties as to Results: Any statements or representations about the effectiveness or outcome of using the Platform (such as potential savings, improved efficiency, or other benefits) are for illustrative purposes only and do not constitute a guarantee. You understand that results depend on many factors outside of Elibrium’s control (including how you use the Platform and the nature of your business), and individual results may vary. Elibrium makes no warranty or promise that you will achieve any particular result from using the Platform. 

Third-Party Content: The Platform may include content provided by third parties, including materials provided by other users, bloggers, third-party licensors, syndicators, or aggregators (“Third-Party Content”). All statements and opinions expressed in such Third-Party Content are solely the responsibility of the party providing those materials. Such content does not necessarily reflect the opinion or endorsement of Elibrium. Elibrium disclaims all liability and responsibility arising from any reliance placed on Third- Party Content by you or any other user of the Platform. 

No Oral or Written Information: No advice or information, whether oral or written, obtained by you from Elibrium or through the Platform shall create any warranty not expressly stated in these Terms. You should not rely on any such information or advice as a warranty or guarantee. 

Jurisdictional Limitations: Some jurisdictions do not allow the exclusion of certain warranties or limitations on applicable statutory rights of consumers. If the laws of such a jurisdiction apply to you, some or all of the above disclaimers may not apply to you, and you may have additional rights. In such cases, Elibrium’s warranties are limited to the minimum warranty period allowed by law (if any). 

By using the Platform, you acknowledge that you have read and understand this disclaimer of warranties and that, to the extent permitted by law, you assume the entire risk as to the quality and performance of the Platform and the accuracy or completeness of its content. 

9. Limitation of Liability 

To the maximum extent permitted by law, in no event shall Elibrium, its parent company, affiliates, subsidiaries, or their respective directors, officers, employees, agents, partners, suppliers, or licensors (collectively, the “Elibrium Parties”) be liable for any indirect, special, incidental, consequential, or punitive damages of any kind, under any legal theory, arising out of or in connection with your use of (or inability to use) the Platform, any websites linked to it, any content on the Platform or such other websites, or these Terms. This includes, without limitation, any damages for lost profits, lost revenue, lost business opportunities, loss of goodwill, loss of data, business interruption, or procurement of substitute services, even if an Elibrium Party has been advised of the possibility of such damages or such damages were foreseeable. 

Without limiting the foregoing, the Elibrium Parties shall not be liable for any delays, failures, or losses resulting from causes outside their reasonable control, including but not limited to: network issues, internet or telecommunications failures, hardware or software malfunctions, power outages, strikes, labor disputes, acts of God, war or terrorism, pandemics, riots, or governmental actions. 

Cap on Liability: To the fullest extent permitted by law, the aggregate liability of the Elibrium Parties for any and all claims arising out of or relating to these Terms or the use of the Platform, regardless of the form of the action (whether in contract, tort, negligence, strict liability, or otherwise), shall not exceed the greater of: (a) the total amount of fees, if any, that you have paid to Elibrium in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) USD $100.00. If you have not paid any fees to Elibrium in the 12 months preceding such claim (for example, if you are a visitor or we offer free services), Elibrium’s total liability shall not exceed $100. 

The limitations of liability set forth in this Section 9 are fundamental elements of the agreement between Elibrium and you. You acknowledge that Elibrium has set its fees and provided access to the Platform in reliance on these limitations of liability and that these limitations will apply even if any limited remedy fails of its essential purpose. 

Exceptions: Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations or exclusions may not apply to you to the extent prohibited by law. In such cases, the liability of the Elibrium Parties will be limited to the fullest extent permitted by applicable law. These limitations shall not apply to any liability that cannot be excluded or limited by law (such as liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation). 

Indemnification (see Section 10 below) is a separate and independent obligation from the limitation of liability, and nothing in this section shall be construed as limiting your obligation to indemnify the Elibrium Parties or the scope of such indemnification. 

10. Indemnification 

You agree to indemnify, defend, and hold harmless Elibrium and its parent, affiliates, and subsidiaries, and each of their respective officers, directors, employees, agents, partners, and representatives (collectively, the “Indemnified Parties”), from and against any and all losses, liabilities, claims, demands, damages, judgments, awards, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to: 

• 10.1 Your Violation of Terms: Any breach or violation of these Terms or any Additional Terms by you (or by anyone using your account or credentials). This includes any use of the Platform that is not expressly authorized by these Terms. 

• 10.2 Your Violation of Law or Rights: Your violation of any applicable law, regulation, or the rights of any third party in connection with your use of the Platform. For example, this includes claims alleging that your conduct infringed someone’s intellectual property or privacy rights, or that you engaged in unlawful conduct using our services. 

• 10.3 Your Content and Communications: Any content or information you provide, post, or upload to the Platform (if applicable), and any communications or transactions that you conduct through the Platform. We take no responsibility for any content you or other users submit or share via the Platform, and you agree to indemnify the Indemnified Parties for any claims resulting from your content (e.g., if you post defamatory or infringing material) or your interactions with other users. 

• 10.4 Your Business Operations: If you are a Client (such as a corporate customer using our card services or dashboard), any disputes or issues arising from your own products, services, or business operations that are unrelated to any breach by Elibrium. For instance, if a Cardholder (your employee) claims you mishandled their personal data or failed to provide wages or reimbursements, you will indemnify the Indemnified Parties against claims arising from those allegations. 

Elibrium reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations). If we do so, you agree to cooperate with our defense of such claim. You agree not to settle any such matter without the prior written consent of Elibrium. We will make reasonable efforts to notify you of any claim, action, or proceeding subject to the foregoing indemnity upon becoming aware of it. 

Your indemnification obligations under this Section shall survive any expiration or termination of these Terms and your use of the Platform. This means you remain responsible for indemnifying the Indemnified Parties for actions that took place during your use of the Platform even if you later cease to use it or your account is terminated. 

11. Governing Law and Dispute Resolution 

Governing Law: These Terms, and any dispute, claim, or cause of action arising out of or relating to these Terms or the use of the Platform (including any non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of California, USA, without giving effect to any conflict of laws principles that would result in the application of the laws of a different jurisdiction. If you reside outside the United States, you understand and agree that U.S. law shall govern, to the maximum extent permitted by applicable law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms. 

Arbitration Agreement: You and Elibrium agree that any dispute, claim, or controversy arising out of or relating to your access to or use of the Platform, these Terms, or the breach, termination, enforcement, interpretation, or validity thereof (including the determination of the scope or applicability of this agreement to arbitrate), shall be resolved by binding arbitration on a individual basis as described herein, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent or stop infringement of intellectual property rights or unauthorized use of the Platform (as described under “Exceptions” below). 

Forum and Rules: Arbitration shall be administered by the American Arbitration Association (AAA) (or a similar reputable arbitration body if AAA is unavailable) in accordance with its Commercial Arbitration Rules (or Consumer Arbitration Rules, as applicable, if you are an individual using the Platform for personal or household purposes) in effect at the time the arbitration is initiated, except as modified by this Section. If for any reason AAA is not available, the parties shall mutually select an alternative arbitral forum. The arbitration shall be conducted in the State of California at a location to be mutually agreed upon in the County of Los Angeles (or if no agreement, at a location determined by the arbitrator in that county), or via remote video/telephonic arbitration at either party’s election if in-person hearing is not required. The arbitration proceedings and any award shall be confidential, except as necessary to enforce the award or as required by law. 

Arbitrator’s Authority: The arbitrator shall have exclusive authority to determine the arbitrability of any dispute (including any questions about the scope, enforceability, or validity of the arbitration agreement) and to decide the dispute itself. The arbitrator will have the power to grant whatever relief would be available in court under law or in equity (subject to the limitations and exclusions of liability in these Terms). The arbitrator’s award shall be in writing, include a statement of reasons, and be final and binding on the parties. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. 

Class Action Waiver: You and Elibrium agree that all claims and disputes within the scope of this arbitration agreement must be arbitrated on an individual basis and not on a class, collective, consolidated, or representative basis. Claims of more than one user cannot be arbitrated or litigated jointly or consolidated with those of any other user or person. You and Elibrium waive any right to have any dispute heard as a class action, representative action, collective action, or private attorney general action, to the extent permissible by law. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any class or representative proceeding, nor to make an award to any person or entity not a party to the arbitration. If this class action waiver is found to be unenforceable, then the entirety of this arbitration agreement shall be null and void (but the rest of the Terms shall continue to apply). 

Exceptions: Notwithstanding the above, either party may opt to bring: (a) an individual action in small claims court (if the claim qualifies and so long as it is only pursued on an individual, non-class basis); and (b) suit in a court of law to seek injunctive relief to enjoin infringement or other misuse of intellectual property rights (such as copyrights, trademarks, trade secrets, or patents) or unauthorized access to or use of the Platform. In addition, if the arbitration agreement is found not to apply to your claim due to your status as a consumer or because you opted out (see below), you retain the right to bring any such claims in a court of competent jurisdiction, and all applicable provisions of this Section (other than the agreement to arbitrate) shall remain in force. 

Opt-Out Right: IF YOU DO NOT WISH TO BE BOUND BY THE ARBITRATION PROVISION, you must send a written notice of your decision to opt out to info@elibrium.io with the subject line “Arbitration Opt Out” or by mail to [Company Address], Attn: Legal Department. This notice must include your name, the email address associated with your account or interaction with Elibrium, and an unambiguous statement that you opt out of the arbitration agreement. To be effective, your opt-out notice must be sent within 30 days of your first use of the Platform or, if you are an existing user, within 30 days of the posting of this arbitration provision (unless a longer period is required by applicable law). If you opt out of arbitration, the remaining provisions of these Terms shall continue to apply to you. 

Venue for Litigation: If for any reason a claim proceeds in court rather than in arbitration, whether due to an exception in this Section or an unenforceability of the arbitration agreement, such claim shall be brought exclusively in the state or federal courts located in Los Angeles County, California, USA. You and Elibrium hereby consent to the exclusive jurisdiction of those courts and waive any objection to venue or inconvenient forum in such courts. You and Elibrium also waive any right to a trial by jury in any litigation to the extent permitted by law. 

Survival: This arbitration agreement and class action waiver shall survive any termination of your use of the Platform or termination of these Terms. If any portion of this Section 11 (other than the class action waiver) is found to be unenforceable or unlawful, such provision shall be severed and the remainder of the Section shall continue in effect. However, if the class action waiver is found to be unenforceable, any arbitration agreement shall be null and void. 

12. Termination 

Termination by Elibrium: Elibrium reserves the right to terminate these Terms and/or your access to and use of the Platform (or any portion, feature, or service of the Platform) at any time for any reason, with or without prior notice, including, without limitation, for: (a) suspected or actual violation of these Terms or any applicable law; (b) extended periods of inactivity (for instance, if you have not logged into your account for a prolonged period); (c) Elibrium’s decision to discontinue the Platform or a portion thereof (whether generally or in your specific location); or (d) unexpected technical or security issues or problems. We may also terminate or suspend your account immediately, without notice, if we have reason to believe that you have engaged in fraudulent or illegal activities or posed undue risk to the Platform or other users. 

Termination by You: You may terminate your account and your agreement to these Terms at any time by discontinuing use of the Platform and providing notice to Elibrium (for example, by contacting info@elibrium.io and requesting account closure). If you are a registered user, you should follow any account closure procedures through the Platform if available, or contact us for assistance. Termination will be effective upon processing of your request and your discontinuation of all use of the Platform. If you are using any paid services, you will remain responsible for all fees and charges incurred up to the date of termination (and for any ongoing contractual commitments, unless otherwise agreed in writing by Elibrium). 

Effect of Termination: Upon any termination of these Terms for any reason: (a) your license to use the Platform will immediately cease and you must stop all use of the Platform; (b) any rights and licenses granted to you under these Terms will terminate; (c) we may deactivate or delete your account and all related information, files, and content associated with your account (except to the extent we are obligated or permitted to retain certain data under applicable law or as outlined in our Privacy Policy). We will not have any liability whatsoever to you for any suspension or termination of your access to the Platform, including for deletion of your data, provided that we are in compliance with the terms of our Privacy Policy. 

Survival: The termination of these Terms or your account shall not affect any provisions of these Terms which by their nature are intended to survive termination. This includes, without limitation: Sections 4.2 (Intellectual Property Rights), 6 (Prohibited Uses), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Indemnification), 11 (Governing Law and Dispute Resolution), 12 (Termination), and 13 (Miscellaneous), as well as any accrued rights or obligations up to the date of termination (such as any payment obligations and any rights in data that accrued prior to deletion). 

If you later wish to resume use of the Platform after termination by you or by us, you will be required to create a new account (and we reserve the right to decline to offer our services to any former user at our discretion). Termination of your account or access is without prejudice to any rights or liabilities of either party that may have arisen or been incurred prior to termination. 

13. Miscellaneous 

• 13.1 Entire Agreement: These Terms (together with any Additional Terms incorporated herein, such as the Privacy Policy and any other legal notices on the Platform, and any executed written agreements between you and Elibrium that expressly govern your use of the Platform) constitute the entire agreement between you and Elibrium with respect to the subject matter hereof, and supersede any and all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, both written and oral, regarding such subject matter. In the event of any conflict between these Terms and any Additional Terms posted on the Platform, the Additional Terms shall control with respect to their specific subject matter. Notwithstanding the foregoing, if you or your organization have a separate written agreement with Elibrium (such as a Master Services Agreement, Program Agreement, or Cardholder Agreement) that governs your use of specific Elibrium services, that separate agreement shall take precedence over these Terms in the event of any conflict, but only with respect to the subject matter of that separate agreement. (For example, the arbitration clause in these Terms would not supersede a dispute resolution clause in your negotiated contract for enterprise services.) 

• 13.2 Severability: If any provision of these Terms is determined by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, that provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect. In such case, the parties agree to negotiate in good faith a valid, legal, and enforceable substitute provision that most nearly reflects the original intent of the invalid provision. If such a provision cannot be reasonably reformed, the invalid portion shall be severed from these Terms and the rest of the Terms shall remain valid and enforceable. 

• 13.3 No Waiver: No failure or delay by Elibrium in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy by Elibrium preclude any other or further exercise of that or any other right, power, or remedy. Any waiver granted by Elibrium must be in writing to be effective, and shall apply only to the specific instance expressly stated. Elibrium’s waiver of any breach of these Terms shall not be deemed a waiver of any subsequent breach. 

• 13.4 Assignment: You may not assign, delegate, or transfer these Terms or any of your rights or obligations hereunder, whether by operation of law or otherwise, without Elibrium’s prior written consent. Any attempted assignment or transfer in violation of this provision will be null and void. Elibrium may freely assign or transfer these Terms (in whole or in part) and delegate its obligations without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, or by operation of law. These Terms shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns. 

• 13.5 Relationship of Parties: You and Elibrium are independent contractors under these Terms. These Terms do not create any joint venture, partnership, fiduciary, employment, or agency relationship between you and Elibrium. Neither party has any authority to make or accept any offers, incur liabilities, or make representations on behalf of the other. You agree not to hold yourself out as a representative, agent, or employee of Elibrium, and we shall not be liable for any representation, act, or omission by you contrary to this provision. 

• 13.6 No Third-Party Beneficiaries: Except as expressly provided in these Terms (for example, the Indemnified Parties under Section 10, who are entitled to the benefit of your indemnification obligations), nothing in these Terms is intended to confer upon any person or entity other than the parties hereto any rights or remedies. Only you and Elibrium (and your respective successors and permitted assigns) may enforce these Terms. 

• 13.7 Force Majeure: Elibrium shall not be liable or responsible to you, nor be deemed to have breached these Terms, for any failure or delay in our performance to the extent such failure or delay is caused by circumstances beyond our reasonable control, including but not limited to acts of God, fire, flood, earthquake, explosion, war, terrorism, civil unrest, strike or labor disputes, embargoes, internet outages, pandemics, governmental actions, or any other event which is unforeseeable or unavoidable and outside of Elibrium’s reasonable control. We will use reasonable efforts to mitigate the effect of a force majeure event and resume full performance as soon as feasible. 

• 13.8 Notices: Elibrium may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email (to the address associated with your account), written communication sent by first class mail or pre-paid post to your address on record, posting on our website, or through a prominent notice on the Platform. The means of providing notice may depend on the nature of the notice (for example, service-related or legal notices may be sent via email or posted on the Platform). You agree that any such notice will be deemed to have been received by you within 24 hours of the time a notice is emailed or posted on our site, or three (3) business days after it is sent by postal mail. It is your responsibility to keep your contact information (especially your email address) current and to check for notices periodically. 

If you need to give a notice to Elibrium under these Terms, unless otherwise specified, you must do so in writing either by email to info@elibrium.io or by certified mail to 1603 Capitol Avenue, Suite 413A 3404, Cheyenne, WY 82001. USA, Attn: Legal Department. Notices sent by email shall be deemed received on the next business day after transmission, provided that you have received email confirmation that the message was successfully delivered (automated receipts are acceptable). Notices sent by certified mail will be effective upon actual receipt by us. 

•13.9 Headings and Interpretation: The section headings and titles in these Terms are for convenience only and have no legal or contractual effect. In these Terms, the words “including” and “include” mean “including, but not limited to.” Words in the singular include the plural and vice versa. Any ambiguities in the interpretation of these Terms shall not be construed against the drafter (these Terms are considered mutually drafted by both parties). 

• 13.10 Language: These Terms are written in the English language, and the English version shall prevail over any translations. Any translations of these Terms are provided for convenience only. All communications and notices to be made or given pursuant to these Terms must be in the English language. 

• 13.11 Contact Information: If you have any questions about these Terms or the Platform, or wish to contact Elibrium for any reason, please refer to the Contact Us section below. We value our Users and aim to address any concerns in a timely and professional manner. 

14. Contact Us 

If you have any questions, comments, or concerns about these Terms of Use or the Platform, you may contact Elibrium using the information below: 

• Email: info@elibrium.io
• Mail: 1603 Capitol Avenue, Suite 413A 3404, Cheyenne, WY 82001. USA (Attn: Terms of Use Inquiry) 

We will endeavor to respond to legitimate inquiries within a reasonable timeframe. Please note that communications made to info@elibrium.io do not constitute legal notice to Elibrium or any of its officers, employees, agents, or representatives in any situation where notice to Elibrium is required by contract or any law or regulation. Formal legal notices should be sent as described in Section 13.8 above. 

Thank you for reading these Terms of Use and for using the Elibrium Platform. By using our services, you agree to abide by these Terms, and we appreciate your cooperation in maintaining a fair and lawful platform for all users. 

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