Athena Aero Marketplace

Terms of Service Agreement

Last Updated Date: 18 June 2026

Please read this Terms of Service Agreement (“Terms of Service”) carefully. These Terms of Service apply to (a) the website made available by Pattern Engine, Inc. d/b/a Athena (“Athena,” “we,” or “us”) available at market.athena.aero (such site and any other corresponding digital property, collectively, the “Platform”), and (b) the products, services, features, technologies, and/or functionalities provided by Athena via the Platform (collectively, with the Platform, the “Services”).

BY ACCESSING OR USING OUR SERVICES IN ANY WAY, BY CLICKING OR CHECKING A BUTTON OR CHECKBOX TO ACCEPT OR AGREE TO THESE TERMS OF SERVICE, COMPLETING THE REGISTRATION PROCESS, CONNECTING AN ASSET WALLET, MAKING INVENTORY AVAILABLE ON THE SERVICES, PURCHASING GOODS AVAILABLE ON THE SERVICES, AND/OR USING THE SERVICES IN ANY OTHER WAY, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH ATHENA, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS OF SERVICE PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THESE TERMS OF SERVICE. THE TERM “YOU” REFERS TO YOU AS AN INDIVIDUAL AND ANY LEGAL ENTITY THAT YOU HAVE NAMED AS A USER AT THE TIME OF REGISTRATION FOR THE SERVICES. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF SERVICE YOU MAY NOT ACCESS OR USE ANY OF THE SERVICES.

THESE TERMS OF SERVICE INCLUDE (1) YOUR AGREEMENT TO THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN REGARDING THE SERVICES; (2) YOUR AGREEMENT THAT THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY; (3) YOUR CONSENT TO RELEASE ATHENA FROM LIABILITY; AND (4) YOUR AGREEMENT TO INDEMNIFY ATHENA FOR YOUR USE OF, OR INABILITY TO USE, THE SERVICES.

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in these Terms of Service or will be presented to you for your acceptance when you sign up to use the supplemental Service. If these Terms of Service are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. These Terms of Service and any applicable Supplemental Terms are referred to herein as the “Agreement.”

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY ATHENA IN ITS SOLE DISCRETION AT ANY TIME AS SET FORTH IN SECTION 23.11 (AGREEMENT UPDATES). PLEASE REGULARLY CHECK THE SERVICES TO VIEW THE THEN-CURRENT TERMS.

1.OUR SERVICES CONNECT BUYERS AND SELLERS. Athena provides a marketplace that allows users of our Services that have an Account (defined below) with Athena to offer, sell, and buy aircraft and aviation products and provide certain maintenance, repair and overhaul services (“MRO Services”). Access to the Services is limited to verified business entities that have successfully completed Athena’s Know Your Business (“KYB”) verification process as described in Section 3 below. As a marketplace, we do not own or sell the items listed on the Services. All contracts for the sale of goods and MRO Services are directly between the entity seeking to sell items (“Seller(s)”) and the entity seeking to buy items (“Buyers”). While we may, in our discretion, help facilitate the resolution of disputes through various programs, Athena has no control over and does not guarantee: the existence, quality, authenticity, safety, airworthiness or legality of items offered on the Services; the truth or accuracy of Registered Businesses’ (defined below) content or listings; the ability of Sellers to sell items; the ability of Buyers to pay for items; that any items may be returned to Buyer by Seller; that any Seller of MRO Services will perform them in a workmanlike manner; or that a Buyer and Seller will actually complete a transaction or return an item. Except as expressly set forth in this Agreement, Athena does not offer, provide, or guarantee any return, refund, exchange, or warranty for any items sold by Sellers, and any such terms (if any) are determined solely by the agreement between the Buyer and Seller. Buyers and Sellers are solely responsible for resolving all disputes arising out of or related to any transaction conducted through the Services. If you are a Buyer accessing or using the Services for a third party, any interaction between you and such third party (including compensation and payment) will be between you and the third party, and Athena disclaims any responsibility arising out of or relating to your relationship with the third party. Athena is not a party to, and does not assume responsibility for, any contract of sale between Buyers and Sellers, and Athena does not control or guarantee acceptance, fulfillment, or delivery.

1.1.Order Formation. When a Buyer places an order or submits an offer through the Platform’s offer and negotiation features (including “Buy Now,” “Make Offer” and/or “Reveal Price” mechanics), it is an offer to purchase products from the Seller, not from Athena. A binding contract of sale is formed solely between Buyer and Seller, and must be subject to a separate agreement and acceptance by Sellers. Sellers may accept or reject any order in their discretion, including, but not limited to, for availability, pricing, or content errors or compliance requirements. If an order is rejected, any pre-authorized payment (if applicable) will be released or refunded.

1.2.Updates. You understand that the Services are evolving. You acknowledge and agree that Athena may update the Services with or without notifying you. Any future release, update or other addition to the Services shall be subject to this Agreement.

1.3.Artificial Intelligence Features. Athena may provide certain AI-powered features, including analytical and intelligence tools, AI agents, and other machine learning-based capabilities that leverage data from transactions and listings on the Platform (collectively, “AI Features”). Athena’s use of data in connection with AI Features is governed by Section 5.5 of this Agreement. By using these features, you acknowledge that AI Features are provided for informational and operational purposes only and do not constitute professional or technical advice. YOU, AND NOT ATHENA, SHALL BE SOLELY RESPONSIBLE FOR YOUR USE OF THESE FEATURES. YOU ACKNOWLEDGE AND AGREE THAT AI FEATURES MAY PROVIDE INFORMATION THAT IS INACCURATE OR INCOMPLETE, AND YOU AGREE THAT ATHENA WILL NOT BE HELD LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INACCURATE OR INCOMPLETE INFORMATION PROVIDED BY SUCH FEATURES.

2.ATHENA ONLY PROVIDES A VENUE. While Athena may provide pricing and guidance on our Platform regarding Seller’s items, such features are solely informational. We do not take part in the interaction between Registered Businesses. We do not have control over the quality, timing, legality, authenticity, failure to provide, or any aspect whatsoever of any items sold by Sellers, or of the integrity, responsibility, or any actions of any Registered Businesses. Athena makes no representations about the suitability, reliability, timeliness or accuracy of public, private or offline interactions. Athena is not an accredited aviation parts distributor, repair station certified under Part 145 of the Federal Aviation Regulations (14 C.F.R. Part 145) or equivalent aviation regulatory regime (“Repair Station”), manufacturer, airworthiness inspector, or regulatory authority and does not represent or warrant that any parts listed on the Platform comply with Federal Aviation Administration (“FAA”), European Union Aviation Safety Agency (“EASA”), or any other applicable aviation authority’s standards or requirements. When interacting with other Registered Businesses, including through any communication features that may be available to you through the Services, you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you do not know. NONE OF ATHENA, ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES, INCLUDING IN CONNECTION WITH ANY COMMUNICATIONS BETWEEN USERS THROUGH THE SERVICES. ATHENA AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICES.

3.REGISTRATION.

3.1.Eligibility; KYB Requirement. Access to the Services may be limited to verified business entities. In order to access the Services you may be required to become a Registered Business. For purposes of the Agreement, a “Registered Business” is a business that has registered a user account with us on the Platform (“Account”) and has successfully completed Athena’s KYB verification process as described in Section 3.4 below. Eligible business entities may include, without limitation, aircraft operators, Repair Stations, accredited aviation parts distributors, defense contractors, and other commercial entities operating in the aviation, aerospace, or defense industries. Individual consumers are not eligible to register for or use the Services.

3.2.Registration Data. In registering an Account, you agree to (a) provide true, accurate, current and complete information about yourself and your organization as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that (i) you are authorized to act on behalf of and bind the business, organization, or entity identified in the Registration Data to this Agreement; (ii) you have the legal capacity to enter into this Agreement; and (iii) you are not a person barred from using the Services under the laws of the United States or your place of residence; and (iv) your entity is not designated on any United States or international sanctions or restricted party list, including the Office of Foreign Assets Control Specially Designated Nationals and Blocked Persons list, the U.S. Department of Commerce’s Denied Persons List or Entity List, or any equivalent foreign sanctions list. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors. You agree not to (x) share your Account or password with anyone outside of your organization, (y) fail to notify Athena immediately of any unauthorized use of your password or any other breach of security; and (z) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Athena has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Athena has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that each individual associated with your organization shall have no more than one Account at any given time. Athena reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by Athena, or if you have been previously banned from any of the Services.

3.3.Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Athena.

3.4.KYB Verification and Additional Onboarding Information. As a condition of Account activation and ongoing Account maintenance, you may be required to successfully complete Athena’s KYB verification process. Athena reserves the right, but has no obligation, to request additional information from you to verify your identity and the identity and legitimacy of your business entity in order to comply with laws and regulations governing payments, safeguard the integrity of the Platform, and reduce the risk of fraud, money laundering, terrorist financing, and the violation of trade sanctions. Information that Athena may request, or seek to confirm, may include (a) your full legal entity name, corporate registration documents, and certificate of good standing; (b) tax identification numbers (EIN or equivalent); (c) applicable aviation regulatory certifications, including but not limited to FAA Air Agency Certificates, FAA Form 145 (Repair Station Certificate), EASA Part 145 approvals, supplemental type certificates, FAA air carrier certificates, operating certificates or other applicable aviation authority certifications; (d) ultimate beneficial ownership information; (e) export license or registration information (as applicable under International Traffic in Arms Regulations (“ITAR”) or the Export Administration Regulations (“EAR”); (f) full legal name, date of birth, and government-issued identification of key principals; and (g) mailing address and phone number. Athena may deny or revoke access to the Services at any time and for any reason or for no reason, in its sole absolute discretion, including, without limitation, for any entity that fails to provide satisfactory KYB documentation or that Athena determines, in its sole discretion, poses a compliance risk.

3.5.Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Services, including but not limited to, a mobile device that is suitable to connect with and use the Services, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.

4.RESPONSIBILITY FOR CONTENT.

4.1.Types of Content. You acknowledge that any information, data, text, software, photographs, graphics, video, messages, tags and/or other materials accessible through the Services (collectively, “Content”), is the sole responsibility of the party from whom such Content originated. This means that you, and not Athena, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Services (“Your Content”), and that you and other Registered Businesses of the Services, and not Athena, are similarly responsible for all Content that you and they Make Available through the Services (“User Content”). Without limiting the foregoing, Sellers are solely responsible for the accuracy, completeness, and legality of all listing content, product descriptions, and Traceability Documentation (as defined in Section 11 below) submitted to the Services.

4.2.Storage. Unless expressly agreed to by Athena in writing elsewhere, Athena has no obligation to store any of Your Content that you Make Available on the Services. Athena has no responsibility or liability for the timeliness, deletion, mis-delivery or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that Athena retains the right to create reasonable limits on Athena’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Platform and as otherwise determined by Athena in its sole discretion.

5.OWNERSHIP.

5.1.Ownership of the Services. Except with respect to Your Content and User Content, as between the parties, you agree that Athena and its suppliers own all rights, title and interest in the Services (including but not limited to, any computer code, themes, dialogue, concepts, artwork, methods of operation, moral rights, documentation, and Athena software). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

5.2.Trademarks. “Athena” and all related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of Athena and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.

5.3.Your Content. Athena does not claim ownership of Your Content. However, when you, as a Registered Business, post or publish Your Content on or in the Services, you represent that you own and/or have sufficient rights to Your Content to grant Athena a royalty-free, perpetual, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.

5.4.License to Your Content. Subject to any applicable Account settings that you select, you grant Athena a fully paid, royalty-free, perpetual, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing the Services to you and to our other Registered Businesses, including for the purpose of operating AI Features as described in Section 5.5. Please remember that other Registered Businesses may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Services. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Athena, are responsible for all of Your Content that you Make Available on or in the Services. Notwithstanding anything contained herein to the contrary, by submitting Your Content to the Services, you hereby expressly permit Athena to identify you (by your username (which may be a pseudonym) or the name of your business or organization) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content. You acknowledge that Athena owns all right, title and interest in and to the compilation and organization of the data assembled and appearing in the Services.

5.5.AI Data Use. Athena may use data from transactions and listings on the Platform, including Your Content, to train, develop, and improve AI models and algorithms, build and operate AI agents, and provide analytical and intelligence features within the Platform.

5.6.Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Athena (“Feedback”) is at your own risk and that Athena has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Athena a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or Athena’s business.

6.USER CONDUCT AND CERTAIN RESTRICTIONS. As a condition of use, you agree not to use the Services for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) to: (a) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services; (b) frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form) of Athena; (c) use any metatags or other “hidden text” using Athena’s name or trademarks; (d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) remove or destroy any copyright notices or other proprietary markings contained on or in the Services; (g) circumvent or attempt to circumvent the KYB verification process or otherwise access the Services without completing such verification; or (h) list, offer for sale, or represent as compliant with applicable aviation regulations any part that is counterfeit, defective, suspected unapproved, or not accompanied by required Traceability Documentation. Further, you shall not (and shall not permit any third party) to either (A) take any action or (B) Make Available any Content on or through the Services that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, misleading, false, defamatory, libelous, pornographic, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, profane or racially, ethnically, or otherwise discriminatory; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Athena’s prior written consent; (v) impersonates any person or entity, including any employee or representative of Athena; (vi) interferes with or attempt to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by this Agreement; (vii) manipulates the price of any listed item or interferes with a user profile or Seller listings; (viii) transfers your Account and username to another party without our consent; (ix) bypasses our robot exclusion hardware, interferes with the working of the Platform, or imposes an unreasonable or disproportionately large load on our infrastructure; (x) uses the Platform to collect, harvest, transmit, distribute or submit any information concerning any other person or entity, including without limitation photographs of others, personal contact information or credit card, debit or calling card or account numbers without their permission; (xi) takes any action that may undermine our feedback systems; (xii) breaches or circumvents any laws, third party rights or our systems, policies, or determinations of your Account status; or (xiii) attempts to engage in or engages in, any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services.

7.NO SOLICITATION. Except for the purchase and sale of products through the Platform as contemplated herein, the Platform may not be used to solicit any other business, website or services. You may not solicit, advertise for, or contact in any form Registered Businesses for employment, contracting, or any other purpose not related to the Services facilitated through the Services. You may not use the Platform to collect usernames and/or email addresses of Registered Businesses by electronic or other means without the express prior written consent of Athena.

8.INVESTIGATIONS, MONITORING, COUNTERFEITS & NO OBLIGATION TO PRE-SCREEN CONTENT.

8.1.Monitoring; Content. Athena may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Services and/or Content, including Your Content and User Content, at any time. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat or text communications. In the event that Athena pre-screens, refuses or removes any Content, you acknowledge that Athena will do so for Athena’s benefit, not yours. Without limiting the foregoing, Athena reserves the right to: (a) remove or refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for Athena; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to and cooperation with law enforcement and/or other applicable legal authorities, for any illegal or unauthorized use of the Services or if Athena otherwise believes that criminal activity has occurred; and/or (e) terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of this Agreement. Upon determination of any possible violations by you of any provision of the Agreement, Athena may, at its sole discretion, immediately terminate your license to use the Services, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

8.2.Counterfeits & Misrepresentation. Athena takes counterfeiting, fraud and market manipulation very seriously. If a Seller provides a counterfeit item or documentation, misrepresents the condition of any item, fails to provide the required documentation, misrepresents MRO Service capabilities or otherwise attempts to defraud any Buyer or Athena, Athena reserves the right (but has no obligation) to do any or all of the following, in its sole discretion: (i) remove any or all of Seller’s listings from the Services; (ii) cancel any or all of Seller’s orders pending through the Services; (iii) withhold any payments due to Seller; (iv) place limits on Seller’s buying and selling privileges; (v) charge Seller’s Payment Method for costs, expenses and fees incurred by Athena as a result of Seller’s action or inaction; (vi) have the item shipped back to the Seller at the Seller’s cost (including any customs and duties amounts incurred by Athena); (vii) provide the counterfeit items to law enforcement (as well as any additional information regarding Seller or the transaction(s) at issue) or destroy the counterfeit items, and (viii) temporarily or permanently suspend Seller’s Account. Seller hereby agrees that each of the foregoing remedies are reasonable and justified upon Athena discovery of counterfeit items, counterfeit documentation, fraudulent actions or other misrepresentation, even if those items or actions were not known by the Seller at the time to be counterfeit or fraudulent (e.g., negligent fraud). Seller understands and agrees that if we provide the counterfeit item to law enforcement, Seller’s communications and any property claim with respect to that item must be solely with that law enforcement agency and not with us. We may also use fraud protection measures, including algorithms and automated systems to monitor for fraud, which might result in cancellation of listings or sales or Account suspension.

8.3.Criminal Activity. If Athena believes that criminal activity has occurred, Athena reserves the right to, except to the extent prohibited by applicable law, disclose any information or materials on or in the Services, including Your Content, in Athena’s possession in connection with your use of the Services, to (i) comply with applicable laws, legal process or governmental request, (ii) enforce the Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Athena, its Registered Businesses or the public, as Athena in its sole discretion believes to be necessary or appropriate.

9.SELLER CONDITIONS. When listing an item, you agree to comply with our rules for listing items on the Platform as may be posted and updated on the Platform from time to time in our sole discretion, and that:

9.1.You are responsible for the accuracy and Content of the listing and item offered.

9.2.You are responsible for the authenticity of the item and that the items offered have not been reproduced, substituted, altered or otherwise knowingly mismarked, misidentified or misrepresented to be an authentic item from the original manufacture. Without limiting the foregoing, Sellers represent and warrant that all aircraft parts and aviation components listed on the Platform: (a) are not counterfeit, unapproved, or suspected unapproved parts as defined under applicable FAA, EASA, or other governing aviation authority regulations; (b) have not been improperly repaired, altered, or modified in a manner that would render them non-compliant with applicable airworthiness standards; and (c) are accompanied by complete, authentic, and legally required Traceability Documentation as defined in Section 11 of this Agreement.

9.3.You are responsible for ensuring any MRO Services offered through the Platform are within the scope of applicable certification and operation specifications and are otherwise compliant with applicable FAA, EASA or other governing aviation authority regulations.

9.4.Your listing may not be immediately searchable by keyword or category.

9.5.You are solely responsible for fulfilling and shipping the item(s) you sell through the Services as described, including packaging the item securely, and delivering it in accordance with the shipping terms and any applicable law. Athena may connect you with a shipper and facilitate payments to such shipper through the Services, but you understand that any shipping relationship is exclusively between you and such shipper.

9.6.You are responsible for ensuring that your listing, sale, shipment, and use of any products or service through the Services comply with all applicable laws, rules, and regulations, including without limitation, those relating to product safety, labeling, packaging, taxes, and any industry-specific requirements in every jurisdiction where you operate or where the products are sold or delivered, including without limitation requirements of the FAA, EASA, the ITAR, the EAR, and any other applicable aviation authority or export control regime.

9.7. The appearance or placement of listings in search and browse results will depend on a variety of factors, including, but not limited to:

9.7.1. Buyer’s location, search query, browsing sites, and history;

9.7.2.A listing’s location, listing format, price and shipping cost, terms of service, end time, history, and relevance to the user query.

9.7.3. Seller’s history and feedback; and

9.7.4.Number of listings matching the Buyer’s query. To drive a positive experience, a listing may not appear in some search and browse results regardless of the sort order chosen by the Buyer.

10.BUYER CONDITIONS. When buying an item, you agree to the rules for Buyers as may be posted and updated on the Platform from time to time in our sole discretion, and that:

10.1.You are responsible for reading the full item listing and all associated Traceability Documentation before making a commitment to buy.

10.2.We do not transfer legal ownership of items from the Seller to the Buyer.

10.3.Applicable state law (such as the California Commercial Code §2401(2) and Uniform Commercial Code §2-401(2)) applies to the transfer of ownership between the Buyer and the Seller unless the Buyer and the Seller agree otherwise.

10.4.You are solely responsible for ensuring that your purchase, receipt, possession, and use of any products or services obtained through the Services comply with all applicable laws, rules, and regulations, including, without limitation, those relating to product safety, handling, storage, transportation, taxes, and any industry-specific standards in every jurisdiction where you operate or where the products are delivered or used. Without limiting the foregoing, Buyers are solely responsible for: (a) independently determining the airworthiness, regulatory compliance, and fitness for purpose of any aircraft part or aviation component purchased through the Services; (b) ensuring any purchased parts meet applicable FAA, EASA, or other governing aviation authority standards prior to installation or use on any aircraft; (c) compliance with applicable ITAR, EAR, and trade sanctions regulations with respect to any purchased parts; and (d) obtaining any required import licenses or permits for parts delivered to jurisdictions outside the United States.

11.TRACEABILITY DOCUMENTATION AND DIGITAL TWIN NFT OBLIGATIONS.

11.1.Traceability Documentation Requirement. Sellers are strictly required to upload authentic, legible, and unedited aviation traceability records (“Traceability Documentation”) for every aircraft part or aviation component listed on the Platform. Traceability Documentation may include, without limitation: (a) FAA Form 8130-3 (Airworthiness Approval Tag); (b) EASA Form 1 (Authorized Release Certificate); (c) original equipment manufacturer Certificates of Conformance; (d) complete historical maintenance, repair, and overhaul records and work orders; (e) shipping tags and bill of lading documentation; and (f) such other documentation as may be required under applicable FAA, EASA, or other governing aviation authority regulations to establish the part’s pedigree and chain of custody.

11.2.Metadata Binding. Upon the binding execution of a purchase order and successful settlement of payment through the Platform, the Services will automatically generate a Digital Twin NFT (as defined in Section 12 below) permanently linked to the Seller’s Traceability Documentation associated with the purchased part. Seller acknowledges and agrees that the Traceability Documentation provided by Seller will form the basis of the metadata associated with and inscribed in the corresponding Digital Twin NFT, and that such metadata will be permanently associated with that NFT on the underlying blockchain network.

11.3.Seller Warranty of Documentation Accuracy. Seller represents and warrants that all Traceability Documentation uploaded to the Platform is: (a) authentic, accurate, complete, and unaltered; (b) legally compliant with all applicable aviation authority requirements; and (c) sufficient to establish the part’s pedigree and chain of custody for the purposes of aviation regulatory compliance. Athena does not review, audit, independently verify, or certify the authenticity or accuracy of any Traceability Documentation submitted by Sellers, or the resulting metadata inscribed in any Digital Twin NFT, and Athena expressly disclaims any liability for errors, omissions, or fraudulent documentation submitted by Sellers.

11.4.Consequence of Deficient Documentation. If Athena determines, in its sole discretion, that Traceability Documentation submitted by a Seller is incomplete, inaccurate, fraudulent, or non-compliant with applicable aviation authority requirements, Athena reserves the right to remove the associated listing from the Services, cancel any pending transactions associated with such listing, and suspend or terminate Seller’s Account in accordance with Section 8.

12.DIGITAL TWIN NFTs AND ASSET WALLETS.

12.1.Digital Twin NFT Generation. Upon the binding execution of a purchase order and successful settlement of payment, Athena will automatically execute a process to mint a unique, non-fungible token (“Digital Twin NFT”). Each Digital Twin NFT: (a) is uniquely associated with the specific aircraft part or aviation component that is the subject of the completed transaction; (b) is permanently mapped to that part’s unique serial number, physical attributes, and uploaded Traceability Documentation; and (c) serves as a cryptographic record of that part’s provenance and chain of custody at the time of sale. Athena makes no representation or warranty regarding the technical performance, immutability, or continued availability of any blockchain network on which Digital Twin NFTs are minted.

12.2.Asset Wallet Provisioning. Simultaneously with the minting of each Digital Twin NFT, Athena will automatically generate and provision a dedicated cryptographic wallet (the “Asset Wallet”) configured to hold exactly one (1) Digital Twin NFT. Each Asset Wallet is exclusively associated with one, and only one, Digital Twin NFT. Athena’s provisioning of an Asset Wallet does not constitute a representation that such wallet is secure against all threats, interoperable with any third-party wallet or application, or accessible outside of the Services.

12.3.Custodial Architecture and Access. You acknowledge and agree that each Asset Wallet is a platform-managed, custodial environment operated by Athena. Your ability to access, control, and interact with an Asset Wallet and its associated Digital Twin NFT is strictly conditioned upon the active, compliant status of your Account. ATHENA EXPRESSLY DISCLAIMS ANY LIABILITY FOR: (A) THE LOSS OF, OR INABILITY TO ACCESS, ANY DIGITAL TWIN NFT OR ASSET WALLET RESULTING FROM THE COMPROMISE, SUSPENSION, DEACTIVATION, OR TERMINATION OF YOUR ACCOUNT CREDENTIALS; (B) BLOCKCHAIN NETWORK DELAYS, CONGESTION, ERRORS, OR FAILURES; OR (C) SMART CONTRACT VULNERABILITIES OR EXPLOITS ON THE UNDERLYING NETWORK.

12.4.NFT and Physical Asset Relationship. The Digital Twin NFT represents a cryptographic record of provenance and ownership information associated with the corresponding physical aircraft part at the time of sale. Transfer of the Digital Twin NFT does not, by itself, effectuate the legal transfer of ownership of the physical part; legal ownership of the physical part transfers between Buyer and Seller as provided herein and pursuant to applicable law. Athena makes no representation that possession of a Digital Twin NFT creates any independent legal right in, or constitutes regulatory approval or airworthiness certification of, the corresponding physical part.

13.INTERACTIONS WITH OTHER USERS.

13.1.User Responsibility. You are solely responsible for your interactions with other Registered Businesses and any other users or parties with whom you interact; provided, however, that Athena reserves the right, but has no obligation, to intercede in such disputes. You agree that Athena will not be responsible for any liability incurred as a result of such interactions.

13.2.Content Provided by Other Registered Businesses. The Services may contain User Content provided by other Registered Businesses. Athena is not responsible for and does not control User Content. Athena does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Registered Businesses at your own risk.

13.3.Subverting the Platform. It is a material breach of this Agreement to arrange for the sale of listed items from, or the payment of fees to, Sellers outside the context of the Platform for the purposes of circumventing the obligation to pay Athena’s Fee (defined below) for items purchased through the Platform.

14.MARKETPLACE PAYMENT SERVICES.

14.1.Seller Payment of Athena Fees. Athena may charge fees for use of the Platform (“Fee(s)”). We may change our Fees from time to time by posting the changes on the Platform. Any new Fee(s) will apply to purchases on the Platform after the changes are provided to the Seller or posted on the Platform. Any Fees assessed on Seller by Athena may be offset against funds due to Seller in accordance with this Agreement.

14.2.Buyer Payments of Seller Fees. Buyers contract directly with Sellers for the purchase of items on the Platform. Buyer is obligated to make payment upon purchase of an item on the Platform, including for any applicable shipping fees, taxes, applicable third-party fees, and additional fees listed. Buyer is responsible for all charges incurred under Buyer’s Account, whether made by Buyer or another person using Buyer’s Account. All payments must be made through the Platform. Athena or its Payment Processor (defined below) will charge the authorized Payment Method Buyer specifies at the time of purchase or as otherwise specified by Buyer in Buyer’s Account. Buyer may make payment for a purchase through the Platform via payment methods described on the Platform, which may include debit card, credit card, or ACH, and certain compatible digital assets (each, a “Payment Method”). Available Payment Methods are subject to change from time to time in Athena’s and Payment Processor’s sole discretion. You understand and agree that Athena itself does not process the transmission of funds and thus it is not a separate and discrete service that Athena provides in addition to the Platform. You further agree to provide accurate and complete information in order for Athena or its Payment Processor to receive, process, and disburse payments made through the Platform.

14.3.Payment Processing Services. Payments for purchases made by the Buyer may be processed by Athena’s third-party payment services providers (“Payment Processors”) on behalf of Seller to facilitate the settlement of proceeds to the Seller, less any amounts owed to Athena. You acknowledge and agree that by making any purchases on or through the Platform, Athena’s Payment Processor’s terms and conditions apply to such purchases, and you agree to all such terms and conditions imposed by Athena’s Payment Processors. By making use of any of the payment services on the Platform, you agree to be bound by Athena’s policies and the Payment Processor’s policies, user agreements, terms and conditions. Buyer hereby consents and authorizes Athena to share any information and payment instructions provided to Athena with the applicable Seller and the Payment Processor(s) to the extent required to provide the payment services to Buyer and complete the applicable transactions. Athena reserves the right to change Payment Processors at any time and will notify Sellers in the event of such a change.

14.3.1.USDC Payment Processing. If you elect to pay via USDC: (i) transactions settled via USDC are broadcast to and recorded on a public blockchain network and are irreversible once confirmed on-chain; (ii) Athena disclaims any liability for network delays, congestion, gas fees, smart contract vulnerabilities, or any financial loss arising from the de-pegging or insolvency of USDC or its issuer; (iii) you are solely responsible for ensuring that the USDC wallet address you provide is accurate and that you have sufficient USDC funds to complete the transaction prior to initiating payment; and (iv) in the event of any dispute regarding a USDC-denominated transaction, refunds (if agreed upon between Buyer and Seller) will be calculated and settled based on the USD value of USDC at the time of the original transaction. Chargebacks are not available for USDC transactions; disputes regarding USDC-denominated transactions must be resolved directly between Buyer and Seller or through the dispute resolution process set forth in this Agreement.

14.4.Appointment of Athena as Limited Payments Agent. To the extent applicable, Seller hereby appoints Athena as its limited payments agent for the sole purpose of receiving, holding, and settling payments to Seller for purchases made through the Platform. Athena, through the Payment Processor, will settle or cause to be settled payments that are actually or constructively received by Athena to Seller, less any amounts owed to Athena, including fees and other obligations, as set forth in this Agreement. Seller agrees that a payment actually or constructively received by Athena, on behalf of Seller, satisfies the Buyer’s obligation to make payment to Seller for Buyer’s purchase through the Platform, regardless of whether Athena or the Payment Processor actually settles such payment to Seller. If any such payments are not settled to Seller as described in this Agreement, Seller will have recourse only against the Payment Processor (or Athena, as applicable) and not the Buyer, as payment is deemed made by Buyer to Seller upon constructive or actual receipt of funds by Athena. In accepting this appointment as the limited payments agent of Seller, Seller agrees that Athena assumes no liability for any acts or omissions of Seller, and Seller understands that the obligation of Athena or its Payment Processor to settle funds to Seller is subject to and conditional upon the Buyer’s actual payment and the terms of this Agreement.

14.5.Disbursement to Seller. Athena will disburse funds through the Payment Processor to Seller to the account associated with the payout information designated by the Seller. If payment is made to Seller in error, or if Seller receives funds that Seller is not otherwise entitled to receive at the time of disbursement, Athena has the right to recoup such amounts from the Seller, including without limitation by initiating a debit or charge to any account provided by Seller in connection with the Services. Athena may also offset against funds pending settlement to Seller any sums due, or reasonably likely to become due, to Athena pursuant to this Agreement. In some cases, settlement of the payment processing proceeds could be temporarily delayed by an issue at Athena, the Payment Processor, or Buyer’s or Seller’s designated financial institution. Athena is not obligated to refund any Fees or reimburse any expenses due to delayed settlements. In addition, Seller’s designated financial institution’s settlement and account crediting procedures may at times cause delays in the crediting of funds to Seller’s linked bank account and Athena does not have control over these delays.

14.6.Chargebacks and Holds. In the event that a Buyer submits a chargeback request to its bank or financial institution in connection with a purchase from Seller, Athena will inform Seller of the chargeback request. Seller agrees to provide evidence that the items involved in the request were shipped and delivered (e.g., tracking information of the shipping carrier), and that such item(s) were as described in the original listing, as well as any additional information Athena may request, within five (5) days of being informed by Athena of the chargeback. If a chargeback request is submitted by a Buyer before amounts are settled to Seller as described in this Section, Seller agrees that Athena may hold the settlement until the chargeback dispute is determined by the Buyer’s card issuer or other payment processor, and if the chargeback dispute is warranted, Athena will not settle any such funds for the transaction at issue to the Seller. Seller also agrees that Athena reserves the right to manage the risks associated with providing the Platform by placing restrictions on the settlement of funds to Seller when Athena deems it is necessary at its sole discretion, including as necessary to comply with law or mitigate fraud or abuse of the Services. For example, a hold may be placed if Athena has reason to believe there is an increased risk associated with a certain Platform transaction, such as if a Buyer files a dispute or requests a return, or if you are a new Seller or there have been prior complaints or disputes relating to the Seller’s transactions. Further, Athena may temporarily withhold a portion of funds pending settlement to Seller if Athena, in its sole discretion, determines such action is necessary to secure payment for, performance of, and/or assurances regarding any liabilities, obligations, or indebtedness Seller may have incurred with Athena or any Buyer. For the avoidance of doubt, chargebacks are not available for USDC-denominated transactions, which are irreversible once confirmed on-chain as described in Section 14.3(a) above.

14.7.Taxes. The amounts paid under this Agreement do not include any Sales Tax that may be due in connection with any Services provided under this Agreement. If Athena determines it has a legal obligation to collect Sales Tax from a user in connection with this Agreement, Athena shall collect such Sales Tax in addition to the amounts required under this Agreement. If any Services, or payments for any Services, under the Agreement are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Athena, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Athena for any liability or expense Athena may incur in connection with such Sales Taxes. Upon Athena’s request, you will provide it with official receipts issued by the appropriate taxing authority, or such other evidence that you have paid all applicable taxes. For purposes of this Section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

15.RELEASE. Athena expressly disclaims any liability that may arise between Registered Businesses of its Platform. The Platform is only a venue for connecting Buyers with Sellers. Unless otherwise specified herein, because Athena is not a party to the actual contracts between Buyers and Sellers, in the event that you have a dispute with one or more Registered Businesses, you release Athena, its parents, subsidiaries, affiliates, officers, employees, investors, agents, payment processors, partners and licensors, but excluding any Registered Businesses (each an “Athena Party” and collectively, the “Athena Parties”) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

16.If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by an Athena Party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Platform provided hereunder.

17.INDEMNIFICATION. You agree to indemnify and hold harmless the Athena Parties from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your inability to use any Service; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Registered Businesses; (e) disputes with other users of the Services, including, if you are a Seller, any disputes with any Buyer of items sold or offered for sale on the Services; (f) any products sold or purchased on or through the Services; or (g) your violation of any applicable laws, rules or regulations. Athena reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Athena in asserting any available defenses. This provision does not require you to indemnify any of the Athena Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to the Services.

18.DISCLAIMER OF WARRANTIES AND CONDITIONS.

18.1.As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THAT THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. ATHENA PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE PLATFORM.

18.1.1.ATHENA PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS OR ANY GOODS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE, RELIABLE OR AUTHENTIC. WE CANNOT GUARANTEE CONTINUOUS OR SECURE ACCESS TO THE PLATFORM, AND OPERATION OF THE PLATFORM MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL.

18.1.2.ATHENA DOES NOT SELL THE PRODUCTS LISTED ON THE SERVICES AND MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING ANY GOODS PURCHASED THROUGH THE SERVICES. ANY WARRANTIES FOR ANY GOODS ARE PROVIDED SOLELY BY THE SELLER OF SUCH GOODS, IF AT ALL.

18.1.3.ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

18.1.4.THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. ATHENA MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.

18.1.5.NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ATHENA OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

18.1.6.FROM TIME TO TIME, ATHENA MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT ATHENA’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

18.2.DISCLAIMER OF AIRWORTHINESS. ATHENA IS NOT AN ACCREDITED AVIATION PARTS DISTRIBUTOR, REPAIR STATION, MANUFACTURER, AIRWORTHINESS INSPECTOR, OR AVIATION REGULATORY AUTHORITY. ATHENA DOES NOT INSPECT, TEST, CERTIFY, OR WARRANT THE AIRWORTHINESS, REGULATORY COMPLIANCE, CONDITION, OR FITNESS FOR ANY PARTICULAR USE OF ANY AIRCRAFT PARTS OR AVIATION COMPONENTS LISTED OR TRANSACTED ON THE PLATFORM. ATHENA DOES NOT INSPECT, ACCREDIT, CERTIFY, OR WARRANT THE QUALITY, REGULATORY COMPLIANCE, OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE SERVICES LISTED OR TRANSACTED ON THE PLATFORM. THE ABSOLUTE RESPONSIBILITY FOR INDEPENDENTLY DETERMINING THE AIRWORTHINESS, REGULATORY COMPLIANCE, SAFETY, AND PROPER INSTALLATION OF ANY COMPONENT PURCHASED THROUGH THE PLATFORM RESTS SOLELY WITH THE BUYER, IN ACCORDANCE WITH APPLICABLE FAA, EASA, OR OTHER GOVERNING AVIATION AUTHORITY REGULATIONS. ALL AIRCRAFT PARTS AND AVIATION COMPONENTS ARE TRANSACTED ON AN “AS-IS” BASIS BETWEEN BUYER AND SELLER. ATHENA MAKES NO REPRESENTATIONS REGARDING THE CONDITION, AIRWORTHINESS, TRACEABILITY, OR REGULATORY COMPLIANCE OF ANY SUCH PARTS.

18.3.DISCLAIMER REGARDING DIGITAL TWIN NFTS. ATHENA MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE TECHNICAL PERFORMANCE, IMMUTABILITY, SECURITY, OR CONTINUED AVAILABILITY OF ANY DIGITAL TWIN NFT, ASSET WALLET, OR UNDERLYING BLOCKCHAIN NETWORK. ATHENA DOES NOT WARRANT THAT ANY DIGITAL TWIN NFT CONSTITUTES A LEGALLY RECOGNIZED TITLE DOCUMENT, SATISFIES ANY AVIATION REGULATORY TRACEABILITY REQUIREMENT, OR CARRIES ANY INDEPENDENT LEGAL EFFECT WITH RESPECT TO THE CORRESPONDING PHYSICAL PART.

18.4.No Liability for Conduct of Other Registered Businesses or Third Parties. YOU ACKNOWLEDGE AND AGREE THAT ATHENA PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD ATHENA PARTIES LIABLE, FOR THE CONDUCT OF OTHER USERS INCLUDING THIRD PARTIES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

18.4.1.Athena makes no warranty that the goods or services provided by third parties or other users will meet your requirements or be available on an uninterrupted, secure, or error-free basis. Athena makes no warranty regarding the quality of any such goods, or the accuracy, timeliness, truthfulness, completeness or reliability of any User Content obtained through the Services.

18.4.2.We are not involved in the actual transaction between Buyers and Sellers. While we may help facilitate the resolution of disputes through various programs, we have no control over and do not guarantee the quality, safety, airworthiness, or legality of items advertised, the truth or accuracy of Registered Businesses’ content or listings, the ability of Sellers to sell items, the ability of Buyers to pay for items, or that Buyer or Seller will actually complete a transaction or return all items.

18.4.3.We do not transfer legal ownership or title of items from the Seller to the Buyer. Ownership of goods transfers directly between Buyer and Seller in accordance with their agreement or, if not specified, under applicable law (such as the Uniform Commercial Code). Further, we cannot guarantee continuous or secure access to the Services and operation of the Services may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions.

18.4.4.As a part of the Services, you may have access to materials that are hosted by another party. You agree that it is impossible for Athena to monitor such materials and that you access these materials at your own risk.

18.4.5.Athena is not a seller, shipper, or carrier. Shipping and delivery for any goods are arranged solely between the applicable Buyer and Seller, and may be performed by third-party carriers or service providers. The Athena Parties have no responsibility or liability for any delays, failed deliveries, partial deliveries, mis-deliveries, holds, or other Seller- or carrier-related issues. Any claims for loss or damage in transit must be made to the Seller and/or carrier.

19.LIMITATION OF LIABILITY.

19.1.Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL ATHENA PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ATHENA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE THE SERVICES OR ANY PRODUCTS LISTED ON OR PURCHASED THROUGH THE SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON THE SERVICES; (e) THE LISTING, MARKETING, SALE, PURCHASE, FINANCING, FULFILLMENT, SHIPPING, DELIVERY, USE, OR MISUSE OF ANY PRODUCTS LISTED ON OR PURCHASED THROUGH THE SERVICES; INCLUDING WITHOUT LIMITATION ANY CLAIM ARISING FROM PART FAILURE, AIRCRAFT-ON-GROUND EVENTS, AVIATION INCIDENTS OR ACCIDENTS, PERSONAL INJURY, OR PROPERTY DAMAGE; (f) THE LOSS OF, OR INABILITY TO ACCESS, ANY DIGITAL TWIN NFT OR ASSET WALLET; OR (g) ANY OTHER MATTER RELATED TO THE SERVICES OR PRODUCTS LISTED ON OR PURCHASED THROUGH THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF AN ATHENA PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY AN ATHENA PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY AN ATHENA PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

19.2.Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, ATHENA PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN $10,000. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF AN ATHENA PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY AN ATHENA PARTY’S GROSS NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY AN ATHENA PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

19.3.Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

19.4.Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ATHENA AND YOU.

20.PROCEDURE FOR MAKING CLAIMS OF INTELLECTUAL PROPERTY RIGHT INFRINGEMENT. It is Athena’s policy to terminate membership privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to Athena by the respective intellectual property owner or their legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes intellectual property rights infringement, please provide our designated intellectual property agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right; (ii) a description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed; (iii) a description of the location on the Service of the material that you claim is infringing; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner’s behalf. Contact information for Athena’s designated agent for notice of claims of infringement is as follows: 131 Continental Dr Suite 305, Newark, DE, 19713. US

21.TERM AND TERMINATION.

21.1.Term. The Agreement commences on the date when you accept it (as described in the preamble above) and remains in full force and effect while you use the Services, unless terminated earlier in accordance with the Agreement.

21.2.Termination of Services by Athena. Athena may terminate this Agreement and your access to the Services at any time, (a) if you breach this Agreement and fail to cure such breach within ten (10) days after receiving notice from Athena of such breach, or (b) for any or for no reason, with or without notice to you.

21.3.Termination of Services by You. If you want to terminate the Services provided by Athena, you may do so by (a) notifying Athena at any time and (b) ceasing all further use of the Services. Your notice should be sent, in writing, to hello@athenaresearch.xyz.

21.4.Effect of Termination. Termination of the Services includes removal of access to the Services and barring of further use of the Services. Upon termination of the Services, your right to use the Services will automatically terminate immediately. You understand that any termination of the Services may involve deletion of Your Content associated therewith from our live databases. Athena will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. In the event your Account is suspended or terminated, your ability to access any Asset Wallets or Digital Twin NFTs associated with your Account may be permanently and irrevocably lost, and Athena shall have no liability therefor. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, indemnification obligations, and limitation of liability.

21.5.No Subsequent Registration. If your registration(s) with, or ability to access, the Services or any other Athena community, is discontinued by Athena due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Services or any Athena community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to the Services to which your access has been terminated. In the event that you violate the immediately preceding sentence, Athena reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

22.INTERNATIONAL USERS. The Services can be accessed from countries around the world and may contain references to products, Services and Content that are not available in your country. These references do not imply that Athena intends to announce such products, Services or Content in your country. Athena makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law, including applicable aviation regulatory regimes and export control laws.

23.THIRD-PARTY SERVICES. The Services may contain products available for purchase by Sellers and links to other third-party websites, applications, and advertisements for third parties (including certain Sellers) (collectively, “Third-Party Services”). Athena does not own, manufacture, sell, resell, or control any products offered by Sellers and listed on the Platform, and is not responsible for any such products or related transactions. When you click on a link to Third-Party Services, we may not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of Athena. Athena is not responsible for any Third-Party Services. Athena provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. When you leave our Platform, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

24.GENERAL PROVISIONS.

24.1.Electronic Communications. The communications between you and Athena may take place via electronic means, whether you visit the Services or send Athena e-mails, or whether Athena posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Athena in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Athena provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).

24.2.Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Athena’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Athena may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement.

24.3.Force Majeure. Athena shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

24.4.Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at: hello@athenaresearch.xyz. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

24.5.Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Athena agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the courts located in the State of Delaware.

24.6.Governing Law; Dispute Resolution. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, excluding its body of law controlling conflict of laws. Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved by final and binding arbitration. The arbitration shall be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then-currently in effect. The arbitration shall be conducted by a single arbitrator. The seat and venue of the arbitration shall be Wilmington, Delaware, and the arbitration shall be conducted in English. The arbitrator shall have authority to award any relief that a court of competent jurisdiction could award, including injunctive relief. Judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own attorneys’ fees and costs, and the parties shall share the arbitrator’s fees and administrative costs equally, unless the arbitrator determines otherwise as permitted by law. This arbitration provision shall survive termination of this Agreement.

24.7.Notice. Where Athena requires that you provide an e-mail address, you are responsible for providing Athena with your most current e-mail address. In the event that the last e-mail address you provided to Athena is not valid, or for any reason is not capable of delivering to you any notices required or permitted by the Agreement, Athena’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Athena by emailing us at hello@athenaresearch.xyz.

24.8.Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

24.9.Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

24.10.Export Control. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Athena are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Athena products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

24.11.Agreement Updates. When changes are made, Athena will make a new copy of this Terms of Service and/or Supplemental Terms, as applicable, available on the Services, and we will also update the “Last Updated” date at the top of this Agreement. If we make any material changes and you have registered an Account with us, we will also send an email with an updated copy of this Agreement to you at the email address associated with your Account. Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for users without an Account and thirty (30) days after posting for users with an Account. Athena may require you to provide consent to the updated Agreement in a specified manner before further use of the Service is permitted. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE SERVICE.

24.12.Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.