Terms of Use

These Terms of Use (“Terms”) are a binding agreement between you and Athios, Inc. (“Athios,” “we,” “us,” or “our”) and govern your access to and use of athios.ai, the Athios platform, and our related websites, applications, and services (collectively, the “Services”). By accessing or using the Services, or by clicking to accept these Terms, you agree to be bound by them and by our Privacy Policy, which is incorporated by reference. If you do not agree, do not access or use the Services.

If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization, and “you” refers to both you and that organization.

1. Eligibility

You must be at least 18 years old to create an account and enter into these Terms. Individuals who are at least 13 but under 18 may use the Services only with the continued involvement, consent, and supervision of a parent or legal guardian who agrees to be bound by these Terms and who is responsible for the minor’s activity. The Services are not available to anyone under 13 or to any user previously removed from the Services by Athios. At registration, all users must confirm that they are 13 years of age or older, and if they are under the age of 18, must have a parent or legal guardian review these Terms, and verify their age and relationship with proof of a valid State Identification Card, valid State Driver’s License, or valid U.S. Passport.

Guardian-managed accounts. Where an Creator is a minor, or otherwise authorizes a parent, legal guardian, agent, or representative to act for them, that adult may create and manage an account on the athlete’s behalf, agree to these Terms on the athlete’s behalf, and is personally responsible for all activity in the account. If a minor Creator wants to remove a parent, legal guardian, agent, or representative on behalf of an athlete from the account, both the minor Creator and the parent or legal guardian must approve the removal. References to “you” include both the athlete and any adult managing the account.

2. Definitions

• “Creators” means athletes, influencers, content creators, multi-channel networks, and similar parties who use the Services to create or promote content.
• “Brands” means brands, publishers, agencies, and similar parties that use the Services to retain Creators to feature or promote products, services, or messages.
• “Users” means Creators and Brands collectively. “Authorized Users” means employees and contractors a User permits to access the Services on its behalf.
• “Campaign” means an arrangement in which a Creator features or promotes a Brand’s lawful products, services, or messages, and “Campaign Media” means the content produced or distributed in connection with a Campaign.
• “Content” means any text, media, data, or other materials submitted, posted, or transmitted through the Services.

3. Changes to These Terms

We may modify these Terms from time to time to better protect the users, and to better the users experience. If we make material changes, we will provide notice through the Services or by other reasonable means and update the “Last Updated” date above. Changes are effective when posted unless otherwise stated. Your continued use of the Services after changes take effect constitutes your acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Services and delete your account. If and when a user reactivates an account that was previously deleted, the activation and use of the reactivated account constitutes acceptance of any and all revised terms.

4. Privacy

Your use of the Services is subject to our Privacy Policy, which explains how we collect, use, and share information. By using the Services, you acknowledge and consent to the practices described in the Privacy Policy.

5. Accounts and Registration

To use most features, you must register for an account and provide accurate, current, and complete information, which you agree to keep up to date. You are responsible for safeguarding your account credentials and for all activity that occurs under your account. You agree to notify us promptly of any unauthorized use or suspected breach of security. You may not share, sell, transfer, or assign your account. We are not liable for losses arising from unauthorized use of your account that results from your failure to protect your credentials. A parent, legal guardian, agent, or representative on behalf of a Creator must ensure that the Creator’s account has accurate, current, and complete information. Further, a parent, legal guardian, agent, or representative on behalf of a Creator must promptly notify us of any unauthorized use or suspected breach of security. Failure to do so may result in the suspension or termination of the Creator’s account. If a parent, legal guardian, agent, or representative on behalf of a Creator violates the terms of this agreement, the Creator’s account can be suspended or terminated indefinitely.

We may refuse, suspend, or terminate accounts, remove or edit content, or reclaim usernames in our reasonable discretion, including for violations of these Terms or applicable federal or state law.

6. The Athios Platform

The Services connect Creators with Brands interested in retaining Creators for Campaigns. When connections are made, Athios may help negotiate brand deals between Creators and Brands (“Brand Deals”).

Our role. Athios operates an online marketplace and technology platform that helps Creators and Brands discover one another and seamlessly transact. Except where Athios and a User have signed a separate written services agreement, Athios acts only as a neutral marketplace and technology provider. Athios it is not a talent agency, is not a User’s agent or fiduciary, and is not a bank, money transmitter, or payment processor. All payments are handled by a third-party payment processor. Athios is not a party to any Campaign or Brand Deal between a Creator and a Brand, even where Athios helps present or facilitate it.

Independent parties. Users are independent of one another and of Athios. Nothing in these Terms creates a partnership, joint venture, employment, agency, or franchise relationship. We do not endorse any Brand, Creator, Campaign, or Campaign Media, and we make no representations or warranties about any User or Campaign, even where we provide full-service management. By using Athios Services, Creators and Brands acknowledge and understand that Athios does not have actual or apparent authority to act as an agent of any Creator or Brand.

No guarantee. We do not guarantee that any Creator will be presented with or selected for a Brand Deal, we do not guarantee that any Creator or Brand will profit from use of the Services, or that any Creator or Brand will achieve any particular result. We are not a party to any Campaign or Brand Deal between Users and are not responsible for the performance or non-performance of any User, or for any injury, loss, or damage arising from a Campaign or from dealings between Users. We are also entitled to Indemnification consistent with Section 17 of these Terms.

Registration data and matching. By registering, you authorize us to use your registration and profile data, consistent with our Privacy Policy, to operate the Services, share relevant information with Brands or Creators, pitch and present Brand Deals, and facilitate Campaigns.

License to access. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for their intended purpose, and to permit your Authorized Users to do the same. We reserve all right, title, and interest in and to the Services and all related technology, software, and intellectual property.

AI and automated features. You acknowledge that the Services may use artificial intelligence (“AI”) tools, including but not limited to large language models such as Claude (Anthropic) to power marketplace search, matching, and recommendations and to help Brands discover and evaluate Creators. These tools do not use voice recordings or call transcription, and the provider is contractually prohibited from using your data to train its own models. You understand and consent to the disclosure of information relating to your account and content—including confidential and privileged information— to such AI tools as reasonably necessary to render services, provided that the we shall (i) use only AI tools that, in our judgment, offer appropriate confidentiality, data-security, and non-training protections; and (ii) remain responsible for the supervision and review of any AI-generated work product.

AI outputs are informational. Matches, rankings, recommendations, and any automated compliance flags are provided to assist your own decisions. They are not advice, not a guarantee of fit, results, eligibility, or compliance, and they may be incomplete or inaccurate. You are responsible for your own decisions and for verifying that any Campaign complies with applicable federal and state laws and any school, league, players association, or governing body’s rules and regulations. Athios may, but is not obligated to, use automated tools to review or flag Content or Campaigns for potential legal and compliance issues.

7. Payments, Fees, and Taxes

Fees. Athios may charge fees for use of the Services, including platform or transaction fees on cash and non-cash compensation Brand Deals. Applicable fees, rates, and payment terms will be disclosed to you before you incur them, whether in these Terms, an order form, a Campaign agreement, or the Services interface. Unless stated otherwise, fees are non-refundable and earned upon acceptance of any Campaign or Brand Deal.

Payment processing. Payments and payouts are processed by a third-party payment processor, Stripe, Inc. (“Stripe”). By using these features, you agree to Stripe’s terms and conditions, and you authorize us and Stripe to charge or remit amounts as applicable. Stripe terms and conditions are available to review upon request. We are not individually, nor jointly, responsible for the acts or omissions of payment processors such as Stripe.

Payouts to Creators. Creator payouts are made in accordance with the applicable Brand Deal or Campaign terms after we receive corresponding funds from the Brand, less applicable fees. You are responsible for providing accurate payout and tax information prior to payout.

Taxes. Creator shall be solely responsible for the payment of all federal, state, and local taxes arising from or related to the compensation paid in accordance with any Brand Deal or Campaign, including, but not limited to, income taxes, self-employment taxes, Social Security taxes, Medicare taxes, unemployment taxes, and any other applicable taxes or assessments. We generally will not withhold or deduct any federal, state, or local income taxes, Social Security taxes, Medicare taxes, unemployment taxes, or any other payroll taxes from payments made to Creator. Creator agrees to indemnify and hold us harmless from any claims, assessments, penalties, interest, taxes, or liabilities arising from Creator's failure to properly report or pay any taxes or other obligations related to compensation received under this Agreement. Where required, we may collect tax information and report or withhold amounts as required by law. In the event this occurs, the Creator and/or Brand would be dully notified, and the amount withheld would be timely reported.

Non-cash compensation. Some Brand Deals may involve non-cash compensation, such as products, gifts, services, experiences, or equity. Where a Campaign involves non-cash compensation, the Creator and Brand are responsible for agreeing on its description and fair market value, for any platform fee that applies to that value, and for any tax or disclosure obligations associated with it. Athios does not value, warrant, or guarantee any non-cash compensation.

Refunds, cancellations, and chargebacks. Platform fees are non-refundable except as required by law or expressly stated. Cancellation of a Campaign or Brand Deal is governed by the applicable Campaign terms agreed between the Creator and Brand; amounts already earned for delivered work are generally non-refundable. If a payment is reversed, disputed, or charged back, we may offset or recover the amount from current or future balances, suspend payouts pending resolution, and recover related costs. You agree not to initiate a chargeback or payment dispute without first contacting us in writing at, legal@athios.ai, of the reason necessitating a chargeback or payment dispute, the amount, and providing us thirty (30) days with an opportunity to investigate and in good faith attempt to resolve the issue.

8. Creator and Brand Obligations; Advertising and Endorsement Compliance

Disclosure of material connections. Creators and Brands are responsible for complying with all federal and state laws, rules, and guidelines applicable to advertising, endorsements, and sponsored content, including the U.S. Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising and any applicable name, image, and likeness (NIL) rules, league or players-association policies, school or conference policies, and platform terms.

Creators and Brands, represent and warrant that they will comply with all applicable federal, state and local laws, rules and regulations in its performance of Services under this Agreement, including, but not limited to, guidance and regulations promulgated or implemented by the Federal Trade Commission. This shall include but is not limited to FTC’s “Guides Concerning the Use of Endorsements and Testimonials” (https://www.ecfr.gov/current/title-16/chapter-I/subchapter-B/part- 25) (“FTC Endorsement Guides”) and additional guidance related to endorsements, influencers, and/or reviews (such as guidance provided at https://www.ftc.gov/business-guidance/advertising- marketing/endorsements-influencers-reviews), all as may be updated or amended from time to time. Without limiting the generality of the foregoing, in accordance with the FTC Endorsement Guides, Creators shall not speak about or refer to Brand or Brand’s products or services, directly or indirectly, without disclosing in a clear and conspicuous manner Creator’s material connection to Brand, and if applicable that Brand paid for the Creator’s Services, including, but not limited to, when blogging or speaking about Brand or Brand’s products on Creator’s personal blog or social media sites (e.g., Facebook, Twitter/X, Snapchat, Instagram, etc.) or if asked to speak in an editorial or expert capacity (including through live appearances or through any media) in any situation in which it is not obvious that the Creator is acting on behalf of Brand. Creator’s statements will reflect Creator’s honest views and personal experiences with the Brand and/or its product(s) and service(s).

Without limiting the foregoing, Creators agree to clearly and conspicuously disclose any material connection to a Brand in Campaign Media (for example, using #ad or #sponsored in a manner consistent with applicable guidance), to make only truthful and substantiated claims, and not to misrepresent their experience with a product or service. Brands agree to provide accurate information and substantiation for claims, and not to direct Creators to make false, misleading, or non-compliant disclosures.

Each User is solely responsible for its own compliance and content. Athios does not provide legal advice and is not responsible for a User’s failure to comply with advertising, endorsement, NIL, or related requirements.

League, association, and school rules. If you are subject to the rules of the NCAA, a conference, a school, a player’s association, a league, or another governing or amateur body, you are solely responsible for ensuring that your participation in any Campaign complies with those rules, including any disclosure, approval, or reporting requirements. Athios is not responsible for your compliance, or your failure to comply, with those rules.

Prohibited deal categories. Campaigns may not promote, and Athios may reject or remove Campaigns involving, categories that are unlawful or that violate applicable school, league, or association rules. These commonly include sports betting and gambling, alcohol, tobacco and vaping, cannabis and controlled substances, adult or sexually explicit products, firearms and weapons, and any product or message that is deceptive, hateful, morally reprehensible, or otherwise prohibited by these Terms. Additional restrictions may apply to Creators subject to NCAA, conference, school, or players association rules.

NIL disclosure and institutional reporting. Where a Creator is subject to NIL disclosure or reporting obligations to a school, conference, league, or players association, the Creator is responsible for making those disclosures and reports. Athios may provide tools or records to support disclosure and, where the Creator or an authorized institution directs or permits it, may share Campaign or Brand Deal information with the relevant school, conference, league, or players association, for compliance purposes, consistent with our Privacy Policy.

9. Acceptable Use and Restrictions

You agree that you will not, and will not permit any Authorized User or third party to:

• Use the Services for any unlawful, infringing, fraudulent, deceptive, morally reprehensible, or harmful purpose, or in violation of these Terms or applicable law.
• Adapt, modify, translate, or create derivative works of the Services; or reverse engineer, decompile, disassemble, or attempt to derive source code from the Services.
• Use any bot, script, automated means, or fraudulent or deceptive method to inflate or skew views, impressions, actions, metrics, or results, or to access the Services.
• Use paid promotion to increase views or engagement without our prior written consent where prohibited by an applicable Campaign.
• Resell, sublicense, time-share, or provide the Services to third parties except as expressly permitted or use the Services for benchmarking or competitive analysis.
• Interfere with, disrupt, overburden, or impair the Services or any servers or networks, or attempt to gain unauthorized access to any account, system, or data.
• Upload, transmit, or distribute any Content or code that is infringing, defamatory, deceptive, obscene, abusive, harassing, hateful, threatening, invasive of privacy, or otherwise unlawful, or that contains viruses, malware, or other harmful components.

We may, but are not obligated to, monitor use of the Services and may investigate and take action against violations, including removing Content and suspending or terminating accounts.

10. User Content and Licenses

Your responsibility. You are solely responsible for your Content and Campaign Media. You represent and warrant that you own, or have the full right, power, and authority to submit your Content and to grant the licenses below. You further represent that your Content is accurate and not misleading, and that it does not infringe or violate any third-party rights or any law.

License to Athios. You grant Athios a non-exclusive, irrevocable, worldwide, royalty-free, sublicensable, and (with respect to operating and promoting the Services) transferable license to host, store, use, reproduce, display, perform, and distribute your Content and Campaign Media, in any medium now known or later developed, solely as needed to provide, secure, promote, and improve the Services and to facilitate Campaigns. You retain ownership of your Content and Campaign Media, subject only to the licenses granted in these Terms.

Name, Image, and Likeness (NIL). To the extent your Content or profile includes your name, image, likeness, voice, username, or profile picture, the license above includes the right to use those elements in connection with operating and promoting the Services and the applicable Campaign. Athios will not use your name, image, or likeness to endorse a Brand or third-party except in connection with a Campaign you have agreed to.

Third-party rights in Content. You are responsible for clearing all rights in any third-party material in your Content, including music, photographs, video, artwork, trademarks, logos, team or school marks, and other protected material. Do not include such material unless you have the necessary license or express written permission. It is important to note that school, conference, league, team names, logos, and uniforms are typically protected intellectual property and may not be used without express authorization from the rights holder. Athios may remove Content that appears to use third-party material without authorization.

Publicity and moral rights. To the extent permitted by applicable law, you waive or agree not to assert against Athios and its licensees, any moral rights or rights of publicity in your Content solely as necessary to exercise the licenses you grant in these Terms. Nothing in these Terms grants Athios the right to use your name, image, or likeness to endorse a third-party outside a Campaign you have agreed to.

Feedback. If you provide feedback or suggestions about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that feedback without restriction or obligation to you.

Moderation and takedown. We may, but are not obligated to, review, monitor, or moderate Content. We may remove, disable, or restrict Content or Campaigns that we reasonably believe violate these Terms, applicable law, or third-party rights, or that a school, league, or association identifies as non- compliant. You can report Content you believe violates these Terms or your rights by contacting [legal@athios.ai]. Please be advised that all copyright complaints are subject to the terms in Section 12.

No obligation to store. We are not obligated to pre-screen, monitor, store, or retain any Content, and we may remove or disable Content that violates these Terms or that we reasonably consider inappropriate. You are responsible for maintaining your own backups of your Content.

11. Intellectual Property

The Services, including all software, text, graphics, logos, designs, and the selection and arrangement of content, are owned by Athios or its licensors and are protected by the necessary and appropriate intellectual property laws. Except for the limited rights expressly granted in these Terms, we do not grant you any rights in the Services, or our intellectual property. “Athios” and our logos are our trademarks only and may not be used without our express prior written permission. Further, you agree not to remove or alter any proprietary notices without our express prior written permission.

12. Copyright Policy (DMCA)

We respect intellectual property rights and respond to notices of alleged copyright infringement under the Digital Millennium Copyright Act (“DMCA”). If you believe your copyrighted work has been used on the Services in a way that constitutes infringement, please send a written notice to our designated agent containing:

• A physical or electronic signature of the owner or a person authorized to act on the owner’s behalf;
• Identification of the copyrighted work claimed to have been infringed, or a representative list if multiple works are covered;
• Identification of the material claimed to be infringing and information reasonably sufficient to let us locate it;
• Your contact information, including address, telephone number, and email address;
• A statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and
• A statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the owner.

Designated Agent: Copyright Agent, Athios, Inc. legal@athios.ai.

Counter-notification. If you believe your Content was removed in error, you may submit a counter- notification to our designated agent that includes your signature, identification of the removed material and its prior location, a statement under penalty of perjury that you have a good-faith belief the material was removed by mistake or misidentification, your contact information, and your consent to the jurisdiction of the federal court in the district where you are located (or, if outside the United States, the district of your principal place of business).

Repeat infringers. We will, in appropriate circumstances, suspend, disable, or terminate the accounts of users who are proven to be repeat infringers.

13. Third-Party Services and Links

The Services may contain links to, or integrations with, third-party websites, applications, and services (including social media platforms) that we do not control. We provide these for convenience purposes only, and do not endorse them. Your use of third-party services is governed by their terms and conditions only, and we are not responsible or liable for any issues or inconveniences that arise therefrom, including any inability to access them through the Services.

14. Electronic Communications and E-SIGN Consent

By using the Services, you consent to receive communications from us electronically, including by email and through the Services. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that they be in writing, and you consent to the use of electronic records and signatures. You may withdraw this consent, but doing so may prevent you from using certain features, or the Services entirely.

15. Disclaimers

THE SERVICES AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ATHIOS AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR ANY CONTENT ARE ACCURATE, RELIABLE, OR COMPLETE. WE DO NOT CONTROL AND ARE NOT RESPONSIBLE FOR THE CONTENT, CONDUCT, OR PERFORMANCE OF ANY USER, BRAND, CREATOR, OR THIRD PARTY. ANY RELIANCE ON THE SERVICES OR CONTENT IS AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY EXCLUSIONS, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ATHIOS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF ATHIOS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF FEES YOU PAID OR THAT WERE PAYABLE TO ATHIOS IN CONNECTION WITH THE SERVICES IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THESE MAY NOT APPLY TO YOU.

17. Indemnification

You agree to defend, indemnify, and hold harmless Athios and its officers, directors, employees, agents, and affiliates from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Services; (b) your Content or Campaign Media; (c) your breach of these Terms or any representation or warranty; (d) your violation of any law or any third-party right, including advertising, endorsement, NIL, intellectual property, or privacy rights; or (e) your dealings or disputes with any other User or third party. We may assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate.

Brand-specific indemnity. If you are a Brand, you also agree to indemnify Athios and applicable Creators against claims arising out of your Content, your products or services, your specifications or instructions for a Campaign, and any related infringement, injury, or violation of law.

Creator-specific indemnity. If you are a Creator, you also agree to indemnify Athios and applicable Brands against claims arising out of your Content or Campaign Media and your performance or non- performance of a Campaign in breach of these Terms or the Campaign terms.

Governing-body rules. If you are subject to the rules of the NCAA, a conference, a school, a players association, a league, or another governing or amateur body, you also agree to indemnify Athios against any claims, penalties, or losses arising from your actual or alleged violation of those rules in connection with your use of the Services or any Campaign.

Disputes between Users. If you have a dispute with another User or Authorized User, you release Athios and its affiliates and representatives from all claims and damages of every kind arising out of or connected with that dispute.

18. Dispute Resolution and Arbitration

Please read this Section carefully. It requires you and Athios to resolve all disputes through binding individual arbitration rather than in federal or state court, and it waives the right to a jury trial and to participate in class actions, except as described below.

Informal resolution first. Before starting arbitration, you and Athios agree to try to resolve any dispute informally by sending written notice describing the dispute and the relief sought to [legal@athios.ai] (for notices to Athios). The parties will negotiate in good faith for at least 30 days before initiating arbitration.

Agreement to arbitrate. Except as set out below, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer or Commercial Arbitration Rules, as applicable, in effect at the time. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

Class-action waiver. You and Athios agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person’s claims or preside over any form of representative or class proceeding.

Right to opt out. You may opt out of this arbitration agreement by sending written notice to [legal@athios.ai] within 30 days after you first accept these Terms. Your notice must include your name, account information, and a clear statement that you wish to opt out of arbitration. If you opt out, the remaining provisions of these Terms continue to apply.

Mass arbitration. If 25 or more similar claims are submitted against Athios by or with the assistance of the same or coordinated counsel, the parties agree the claims will be administered using any applicable AAA mass-arbitration or supplementary rules and procedures, and the parties will cooperate to resolve the claims efficiently.

Delegation and severability. The arbitrator has authority to decide the scope, applicability, and enforceability of this arbitration agreement, except that a court will decide the enforceability of the class-action waiver. If the class-action waiver is found unenforceable as to a particular claim, that claim will proceed in court, and all other claims will remain in arbitration. If any other portion of this Section is found unenforceable, it will be severed and the remainder will continue to apply. Confidentiality of the arbitration and any award will be maintained except as required to enforce the award or by law.

19. Governing Law and Venue

These Terms are governed by the laws of the State of New York without regard to its conflict-of-laws rules, and, where applicable, by the Federal Arbitration Act. Use of the Services is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms.

20. International Users

The Services are intended for users in the United States. We make no representation that the Services are appropriate or available for use outside the United States, and you may not use them where prohibited by law.

21. Term and Termination

These Terms remain in effect while you use the Services. You may stop using the Services at any time. We may suspend or terminate your access, with or without notice, if we reasonably believe you have violated these Terms or applicable law, if your use poses a risk to the Services or others, or for any other lawful and non-discriminatory reason. Upon termination, your right to use the Services ends. Provisions that by their nature should survive termination will survive, including Sections 7, 10, 11, 15, 16, 17, 18, 19, and 22.

22. General

Entire agreement. These Terms, together with the Privacy Policy and any order forms or Campaign agreements, are the entire agreement between you and Athios regarding the Services and supersede all prior or contemporaneous understandings.

Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary, or severed, and the remaining provisions will remain in effect.

No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.

Assignment. You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control, including acts of God or nature, including fire, flood, earthquake, windstorm, epidemic, pandemic, public health crisis, disease, virus, sickness or outbreak or other similar or dissimilar natural disaster; act of any government or governmental authority, including without limitation any government order; power failure, failure of telecommunications lines or failure or breakdown of plant, machinery or vehicles operated by a third party; strike or lockout; actual or threat of war, armed conflict, terrorist attacks, war (declared, undeclared or threatened), explosion, nuclear, or chemical or biological contamination; or a government imposed travel ban, restriction on movement or gatherings, or other government imposed mandate of any kind.

Export and sanctions compliance. You must comply with all applicable export control and economic sanctions laws. You represent that you are not located in, and are not a national of or controlled by, any country or party subject to U.S. embargo or sanctions, and that you will not use the Services in violation of those laws.

Relationship of the parties. Nothing in these Terms creates any partnership, joint venture, employment, or agency relationship between you and Athios.

Notices. We may provide notices to you through the Services or by email. Legal notices to Athios must be sent to legal@athios.ai.

Headings and language. Headings are for convenience only. It is the parties’ express wish that these Terms and all related documents be written in English.

23. Contact Us

Questions or comments about these Terms can be directed to:

Athios, Inc. legal@athios.ai