Terms of Service

These Terms of Service (“Terms”) govern access to and use of the software platform and related services (the “Service”) provided by Audara Pay (“Audara Pay”, “we”, “us”, or “our”). By creating an account, checking an acceptance box, or otherwise using the Service, you agree to these Terms. If you do not agree, you must not use the Service.

If you register on behalf of a business or other entity, you represent that you are authorised to bind that entity to these Terms, and “you” refers to that entity.

Audara Pay provides business software and an on-chain payment verification layer only. The Service lets businesses create AUD- or USD-denominated invoices, display stablecoin payment instructions, detect and verify on-chain settlement, generate receipts, and export business records. It is designed to help businesses that choose to accept AUDD as a payment method — the asset the product is anchored to — with USDC supported for USD-denominated invoices, across the blockchain networks we support (currently Ethereum, Base, Solana and Stellar).

Audara Pay is, at all times, non-custodial. We never hold, receive, move, sign for, control, or recover funds, private keys, seed phrases, or wallet credentials. Audara Pay is not a bank, custodian, wallet issuer, exchange, broker, money-transmitter, payment processor that takes possession of funds, issuer or redeemer of AUDD or any other digital asset, or provider of financial product advice.

We do not:

• issue, mint, redeem, or sell AUDD or any other digital asset;
• hold, receive, store, route, settle, control, or have access to customer or payer funds (including AUDD or fiat currency);
• take custody of digital assets, or operate or manage wallets on your behalf;
• generate, store, recover, or have access to private keys, seed phrases, or wallet credentials;
• operate an exchange, trading platform, staking service, yield product, or investment product;
• provide financial, investment, tax, legal, or accounting advice; or
• convert between AUDD and fiat currency, or guarantee the value, price, availability, or regulatory status of AUDD.

The Service is a non-custodial software and administration layer that helps businesses create invoices, display payment instructions, observe and verify public blockchain data, and maintain business records.

To receive AUDD payments, you use a blockchain wallet that you own and control. You may connect your own existing wallet, or — if you do not have one — choose to have a self-custodial wallet provisioned for you through our third-party embedded-wallet provider, Privy (Privy.io). Privy also provides authentication for the Service.

Where a wallet is provisioned through Privy, that wallet is user-owned and self-custodial: it belongs to and is controlled by you alone. Audara Pay stores only your public wallet address (and an associated Privy wallet identifier) so that we can display payment instructions and verify settlement. Audara Pay cannot sign transactions from, move funds out of, or recover that wallet.

Your use of Privy is governed by Privy's own terms and privacy policy. Audara Pay does not control Privy and is not responsible for Privy's services, availability, or security. You are responsible for safeguarding your wallet, keys, recovery factors, and authentication credentials.

Payments using AUDD are made directly between the payer and the payee (you). You nominate your own public wallet address; we display payment instructions (including amount, network, wallet address, and payment reference) to your customers or other payers.

Audara Pay does not receive, route, settle, or control payment funds. We read public blockchain data (via third-party RPC and indexing providers) to help you detect, verify, and reconcile payment status. We do not guarantee that a payment will be made, confirmed on-chain, correctly matched to an invoice, or completed within any timeframe.

You are solely responsible for verifying that payment instructions are accurate, that funds are actually received in your wallet, and that invoice and receipt status reflect real payment outcomes before you rely on them.

When using the Service, you agree that you will:

• provide accurate business, contact, billing, customer, and wallet information;
• maintain the security of your account credentials and of any wallet, keys, or recovery factors you use to receive payments;
• ensure that any wallet address you provide is correct and that you are authorised to receive payments to it — you bear sole responsibility for the correctness of receiving addresses, networks, amounts, and references;
• comply with all applicable laws, regulations, and tax obligations, including those relating to invoicing, GST, business record-keeping, anti-money laundering, and sanctions;
• be responsible for your own tax and accounting treatment, including the issuance of valid tax invoices and the retention of financial records;
• use the Service only for lawful business purposes and not for fraud, money laundering, sanctions evasion, or other prohibited conduct; and
• obtain your own independent professional advice where required before using AUDD or the Service.

You acknowledge that blockchain transactions are generally irreversible and that sending or receiving funds using an incorrect address or network may result in permanent loss. Audara Pay is not responsible for errors in wallet addresses, networks, amounts, or references provided by you or your payers.

You are responsible for determining whether your invoices are valid tax invoices, for the correct treatment of GST, and for meeting your Australian tax and record-keeping obligations. The Service provides fields and tooling to help you record GST and produce invoices and receipts, but it does not determine your tax position and does not provide tax advice.

Some records created through the Service (for example, invoices, payment records, and receipts) may need to be retained by you to meet record-keeping obligations. We describe how we retain data in our Privacy Policy, but you remain responsible for keeping your own copies of records you require.

AUDD, the blockchain networks we support, and the providers we rely on (including the wallet/authentication provider, hosting and database providers, and blockchain RPC/indexing providers) are operated by third parties. Audara Pay does not control AUDD issuers, blockchain protocols, network availability, transaction fees, confirmation times, or smart contract behaviour.

Your use of AUDD and any third-party wallet software is subject to those third parties' own terms and policies. Audara Pay is not affiliated with, endorsed by, or responsible for any AUDD issuer unless we expressly state otherwise in writing.

You must keep your login and authentication credentials confidential and notify us promptly if you suspect unauthorised access. We may suspend or terminate access if we reasonably believe you have breached these Terms, provided false information, or used the Service in a way that creates legal, security, or reputational risk.

You must not:

• attempt to access another user's account or data;
• interfere with or disrupt the Service or its infrastructure;
• reverse engineer or scrape the Service except where permitted by law;
• misrepresent Audara Pay as a custodian, exchange, issuer, or financial adviser;
• use the Service to provide financial advice to third parties; or
• upload unlawful, misleading, or infringing content.

Our collection, use, and disclosure of personal information is described in our Privacy Policy, which forms part of your agreement with us.

Information made available through the Service is for general business administration purposes only. It does not constitute financial product advice, or any recommendation, endorsement, or solicitation to use AUDD or any particular payment method.

Nothing in the Service or these Terms creates a fiduciary, advisory, or trustee relationship between you and Audara Pay.

To the maximum extent permitted by law, the Service is provided on an “as is” and “as available” basis. We do not warrant that the Service will be uninterrupted, error-free, secure, or suitable for your particular purpose, and we may modify, suspend, or discontinue features from time to time.

We do not warrant the accuracy, completeness, or timeliness of blockchain data, payment detection, payment matching, or any information derived from public network records or third-party providers. You are responsible for verifying payment and reconciliation outcomes before relying on them for accounting, tax, or legal purposes.

To the maximum extent permitted by law, Audara Pay and its directors, officers, employees, and contractors will not be liable for any indirect, incidental, special, consequential, or punitive loss, or for any loss of profits, revenue, data, goodwill, business opportunity, or for any loss of funds resulting from blockchain transactions, incorrect addresses, or third-party services, arising from or related to your use of the Service.

To the maximum extent permitted by law, our total aggregate liability for any claim arising from or related to the Service or these Terms is limited to the greater of (a) AUD $100 or (b) the fees paid by you to Audara Pay in the 12 months before the event giving rise to the claim.

Nothing in these Terms excludes, restricts, or modifies any guarantee, warranty, right, or remedy that cannot lawfully be excluded under the Australian Consumer Law or other applicable law. Where our liability for a failure to comply with a consumer guarantee can be limited, it is limited (at our option, and to the extent permitted) to re-supplying the relevant services or paying the cost of having them re-supplied.

To the maximum extent permitted by law, you agree to indemnify and hold harmless Audara Pay from claims, losses, liabilities, and expenses (including reasonable legal fees) arising from your breach of these Terms, your use of the Service, your wallet or payment activity, or your violation of applicable law.

We retain all rights in the Service, software, branding, and documentation. You receive a limited, non-exclusive, non-transferable licence to use the Service for your internal business purposes in accordance with these Terms.

We may update these Terms from time to time. If we make material changes, we will provide notice through the Service or by email where practicable. Continued use after the effective date of updated Terms constitutes acceptance, except where applicable law requires your express consent.

You may stop using the Service at any time. We may suspend or terminate your access if you breach these Terms or if we discontinue the Service. Because the Service is non-custodial, terminating your account does not affect funds or wallets, which remain under your sole control. Provisions that by their nature should survive termination (including disclaimers, limitation of liability, and indemnity) will continue to apply.

These Terms are governed by the laws of [PLACEHOLDER — governing State/Territory to be confirmed by legal counsel], Australia, and the Commonwealth of Australia where applicable. Each party submits to the non-exclusive jurisdiction of the courts of that jurisdiction.

Questions about these Terms may be directed to Audara Pay at legal@audarapay.com.au. Audara Pay is based in Melbourne, Victoria, Australia.

DRAFT — this document is provided for operational use during product development and has not yet been reviewed by a qualified Australian lawyer. It is not legal advice. Formal legal and compliance review is required before commercial launch.