Perfolio is a gold-backed lending platform. You buy gold (XAUT, where each token equals exactly 1 ounce of real physical gold stored in Swiss vaults), then borrow digital dollars (USDT, each worth exactly $1, convertible to your local currency) against your gold. No credit checks needed. No monthly EMI payments. No repayment deadlines. Your gold stays yours throughout. When you repay the loan, you get your gold back. It works like a modern digital gold pawn shop, but without the middleman, the paperwork, or the fees.

Gold (XAUT) is a digital gold token issued by Tether (the same company behind USDT stablecoins). Each gold token (XAUT) represents exactly 1 troy ounce of real physical gold, stored in LBMA-certified vaults in Switzerland. The gold reserves are independently audited every quarter by BDO Italia. Unlike gold ETFs, gold (XAUT) is redeemable for actual physical gold bars. Think of it as a digital certificate of ownership for gold in a vault: you own the gold, XAUT is your proof.

How does borrowing work?

Borrowing on Perfolio works in four simple steps. First, you buy gold (XAUT tokens) through the Perfolio app using your bank transfer or existing digital dollars (USDT). Second, you deposit your gold (XAUT) into the lending vault; think of this as locking your gold as security. Third, you receive digital dollars (USDT, worth $1 each) instantly, up to 77% of your gold's value. Fourth, you convert those digital dollars to your local currency (Indian Rupees, UAE Dirhams, Euros, etc.) and withdraw to your bank account. Your gold remains safely locked in the vault throughout. When you repay the loan, your gold is returned to you.

What interest rate will I pay?

Perfolio charges a variable interest rate starting from approximately 3% per year (APR, or Annual Percentage Rate). This means if you borrow $1,000 for a full year, you would pay about $30 in interest. The rate is not fixed; it goes up or down based on supply and demand in the lending market. You can see your current rate at any time in your Perfolio dashboard. There are no fixed monthly payments; interest accrues daily on whatever amount you have borrowed.

Are there repayment deadlines?

No. There are no repayment deadlines, no EMIs (equated monthly installments), and no fixed repayment schedule. You repay on your own terms, partially or fully, whenever you choose. You could repay after one week, one month, or one year. The only ongoing cost is interest, which accrues daily on your outstanding loan balance. Your gold collateral is returned to you as soon as the full loan amount plus accrued interest is repaid.

Where is my gold stored?

Your gold (XAUT tokens) represents physical gold bars stored in LBMA-certified (London Bullion Market Association) vaults in Switzerland. These are professional-grade precious metals storage facilities, the same standard used by central banks and institutional investors. The gold is fully insured. Tether, the issuer of XAUT, publishes independently audited reserve reports every quarter, conducted by BDO Italia, confirming that every gold token (XAUT) in circulation is backed by a real ounce of physical gold.

What fees does Perfolio charge?

Perfolio charges interest only on the amount you have borrowed, nothing else. There are no origination fees (fees for creating the loan), no account maintenance fees, no deposit fees, no withdrawal fees, and no hidden charges of any kind. You pay interest daily on your outstanding loan balance at the variable market rate, which starts from approximately 3% APR. If you borrow $1,000 for 30 days at 3% APR, you pay roughly $2.50 in total interest.

Is the lending protocol secure?

Perfolio uses an independently audited smart contract as its lending infrastructure. It is a non-custodial lending protocol deployed on Ethereum, one of the most widely used and tested blockchain networks in the world. Non-custodial means no single company (including Perfolio) can access or freeze your funds. The protocol has been independently audited by multiple leading security firms and handles billions of dollars in assets. All transactions are recorded publicly on the Ethereum blockchain, meaning you can verify every deposit, loan, and repayment yourself.

Is Perfolio a cryptocurrency app?

No. Perfolio is a gold lending platform that uses blockchain technology under the hood, similar to how Uber uses GPS technology, but you don't need to understand GPS to take a ride. You interact with gold and money, not with cryptocurrency. The blockchain ensures your transactions are transparent, secure, and instant.

What is USDT and how do I use it?

USDT (Tether USD) is a digital currency worth exactly $1. Think of it as digital dollars that you can send anywhere instantly. When you borrow on Perfolio, you receive USDT. You can then convert USDT to your local currency (Indian Rupees, UAE Dirhams, Euros, British Pounds, and more) through Perfolio's licensed payment provider and withdraw to your bank account.

What does 'digital gold' mean?

Digital gold means you own a token that represents real physical gold stored in a vault. Instead of keeping gold bars at home or in a bank locker, you hold a digital certificate (XAUT token) that proves you own that gold. The advantage: you can buy fractional amounts (as little as $10 worth), trade 24/7, and use your gold as collateral for instant loans. These are things you can't do with physical gold.

How does the lending technology work?

Perfolio's loans are powered by an audited smart contract, which is automated banking software that runs on the Ethereum blockchain. Instead of a bank officer processing your loan (which takes days and involves paperwork), the smart contract processes it in seconds with no human intervention. The protocol has been independently audited by multiple leading security firms and handles billions of dollars in loans.

What is LTV (Loan-to-Value)?

LTV stands for Loan-to-Value ratio. It's how much you can borrow relative to your gold's value. Perfolio allows up to 77% LTV. Example: if your gold is worth $10,000, you can borrow up to $7,700. The remaining $2,300 acts as a safety buffer in case gold price drops. A lower LTV means a safer position.

What happens if gold price drops while I have a loan?

If gold price drops significantly, your loan may become under-collateralized (meaning your gold is no longer worth enough to back your loan). In this case, the lending protocol may automatically sell some of your gold to repay part of the loan. This is called liquidation. Perfolio shows your 'health factor' in real-time so you can take action before this happens: either add more gold collateral or repay part of your loan.

Do I need to understand blockchain or crypto to use Perfolio?

Not at all. Perfolio is designed for people who want to use gold as a financial tool, not for crypto experts. You buy gold, you borrow money, you repay when you want. The blockchain technology works in the background to make everything faster, cheaper, and more transparent, but you never need to interact with it directly.

Perfolio| Terms and Conditions

Legal

Terms and Conditions

A product of Billion Impact, Inc.

Effective: February 17, 2026|Last Updated: March 17, 2026

Acceptance of Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("you" or "user") and Billion Impact, Inc., a Delaware corporation ("Company," "we," "us," or "our"), governing your access to and use of the Perfolio mobile application (the "App"), the Perfolio website at perfolio.ai (the "Site"), and all related services (collectively, the "Services").

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use the Services.

We reserve the right to modify these Terms at any time. Material changes will be communicated through the App, Site, or via email. Your continued use of the Services after such changes constitutes acceptance of the updated Terms.

Description of Services

2.1 What Perfolio Is

Perfolio is a non-custodial platform that enables users to manage tokenized gold positions, including borrowing stablecoins against gold collateral, executing token swaps, trading perpetual futures with leverage, managing lending positions, rebalancing portfolios, and bridging assets between supported blockchain networks, through integration with established, audited decentralized protocols. Perfolio provides a user interface and automated execution capabilities via session keys (see Section 6.7) to facilitate these operations.

2.2 What Perfolio Is Not

You expressly acknowledge and agree that:

Perfolio is not a bank, financial institution, broker, dealer, custodian, exchange, or money transmitter.
Perfolio is not a lending protocol. It is a platform that integrates with third-party decentralized borrowing protocols.
Perfolio does not hold, control, or have custody of your digital assets at any time. All assets remain under your self-custody. Perfolio maintains an active session that allows it to execute authorized operations on your behalf within on-chain policy constraints (see Section 6.7), but this does not constitute custody or control of your assets.
Perfolio does not provide financial, investment, tax, or legal advice. Any information provided through the Services is for informational purposes only.
Perfolio does not guarantee the performance, availability, or security of any third-party protocol, blockchain network, or smart contract it integrates with.

2.3 Non-Custodial Nature

The Services operate on a non-custodial basis. You retain full control and ownership of your digital assets at all times. We never take possession of, hold, or control your private keys, seed phrases, tokens, or any other digital assets. All transactions are executed through self-executing smart contracts on public blockchains, without Billion Impact, Inc. acting as an intermediary or custodian. When you create an account, a session is automatically established that allows Perfolio to execute authorized transactions on your behalf through these same smart contracts, subject to on-chain policies that restrict which operations can be performed and ensure all funds return to your wallet. See Section 6.7 for details.

Eligibility

To use the Services, you represent and warrant that:

You are at least 18 years of age or the age of legal majority in your jurisdiction, whichever is greater.
You have the legal capacity and authority to enter into these Terms.
You are not a resident of, or located in, any jurisdiction where access to or use of the Services would be prohibited by applicable law or regulation.
You are not subject to any economic sanctions, trade embargoes, or export controls administered by the United States (including OFAC), European Union, United Nations, or any other applicable jurisdiction.
You are not on any list of prohibited or restricted persons maintained by any government authority, including the U.S. Treasury Department's Specially Designated Nationals (SDN) List.
Your use of the Services will comply with all applicable local, state, national, and international laws and regulations.
You will not use the Services for any illegal activity, including money laundering, terrorist financing, or sanctions evasion.

Account Registration and Wallet Connection

4.1 Account Creation

To access certain features of the Services, you may be required to create an account using your email address through our third-party authentication provider. You agree to provide accurate, current, and complete information and to keep your account information updated.

4.2 Wallet Connection

To interact with the borrowing features of the Services, you must connect a compatible digital wallet. You are solely responsible for the security of your wallet, including your private keys, seed phrases, and any passwords or authentication methods associated with your wallet.

4.3 Account Security

You are responsible for all activity that occurs under your account and through your connected wallet. You agree to:

Maintain the confidentiality of your account credentials and wallet private keys
Notify us immediately at [email protected] if you suspect unauthorized access to your account
Not share your account credentials or wallet access with any third party
Rotate your session key immediately through the App if you suspect any unauthorized activity on your account (see Section 6.7)

We are not liable for any loss or damage arising from your failure to maintain the security of your account or wallet.

Use of the Services

5.1 Permitted Use

You may use the Services only for lawful purposes and in accordance with these Terms. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the App and Site for your personal, non-commercial use.

5.2 Prohibited Conduct

You agree not to:

Use the Services for any illegal, fraudulent, or unauthorized purpose
Interfere with or disrupt the Services, servers, or networks connected to the Services
Attempt to gain unauthorized access to any part of the Services, other users' accounts, or any systems or networks connected to the Services
Use any automated means (bots, scrapers, spiders) to access or interact with the Services without our prior written consent
Reverse engineer, decompile, disassemble, or attempt to derive the source code of the App
Circumvent, disable, or interfere with any security features of the Services
Use the Services to manipulate markets, engage in wash trading, or conduct any form of market abuse
Introduce malicious code, viruses, or other harmful material to the Services
Impersonate any person or entity, or misrepresent your affiliation with any person or entity
Use the Services in any manner that could damage, disable, overburden, or impair the Services
Use the Services to violate any applicable law, regulation, or third-party rights

5.3 AI-Powered Features

The Services include an AI-powered assistant that provides informational guidance about the App, borrowing concepts, and portfolio management. You acknowledge and agree that:

The AI assistant does not provide personalized financial, investment, tax, or legal advice
AI-generated responses may be inaccurate, incomplete, or outdated
You should not rely on AI-generated responses as a basis for financial decisions
Billion Impact, Inc. is not liable for any action you take or fail to take based on AI-generated responses

Borrowing, Collateral, and Transactions

6.1 How Borrowing Works

When you use Perfolio to borrow, you deposit tokenized gold as collateral through the App's interface, and the integrated decentralized borrowing protocol issues stablecoins to your wallet. These transactions are executed by self-executing smart contracts on the blockchain, not by Billion Impact, Inc.

6.2 Collateral and Loan-to-Value (LTV)

You may select a loan-to-value ratio when borrowing. The available LTV ratios and terms are determined by the underlying decentralized borrowing protocol, not by Billion Impact, Inc. You are solely responsible for understanding the LTV ratio you select and managing your collateral position accordingly.

6.3 Liquidation Risk

YOU ACKNOWLEDGE AND ACCEPT THAT YOUR COLLATERAL MAY BE LIQUIDATED.

If the value of your collateral falls below the liquidation threshold set by the underlying protocol (due to gold price declines or other market conditions), your collateral may be automatically liquidated by the smart contract to repay your loan. Billion Impact, Inc. does not control, initiate, or have the ability to prevent liquidations. Liquidations are executed automatically by the decentralized protocol's smart contracts.

6.4 Interest and Fees

Interest rates and fees are determined by the underlying decentralized borrowing protocol and may fluctuate based on market conditions. Billion Impact, Inc. does not set or control interest rates. Any fees charged by Perfolio (if applicable) will be clearly disclosed within the App prior to any transaction.

6.5 Repayment

You may repay your loan at any time, subject to the terms of the underlying protocol. Upon full repayment, your collateral will be released back to your wallet by the smart contract. Billion Impact, Inc. does not hold your collateral or process repayments directly.

6.6 Transaction Finality

All transactions executed through the Services are processed on the blockchain and are irreversible once confirmed. Billion Impact, Inc. cannot reverse, cancel, or modify any blockchain transaction. For transactions you initiate directly, you are solely responsible for verifying all transaction details before confirming. For transactions executed via your active session (see Section 6.7), you acknowledge that these operations are performed automatically without individual confirmation, and that you accept the risks described in Section 9.12.

6.7 Delegated Execution via Session Keys

To provide a seamless experience, Perfolio uses session keys, a blockchain technology that allows our system to execute authorized operations on your behalf without requiring your signature for each individual transaction.

How it works:

When you create an account, a session is automatically established. This grants Perfolio permission to execute specific, pre-defined operations using a constrained agent key. This key is generated and stored securely on our servers. The session remains active for as long as your account exists.

What Perfolio CAN do with your active session:

Execute token swaps (e.g., XAUT ↔ USDT) through whitelisted decentralized protocols
Manage your lending positions (supply collateral, borrow, repay, withdraw collateral)
Rebalance your portfolio to maintain healthy collateral ratios
Bridge assets between supported blockchain networks
Open, manage, and close perpetual futures positions on whitelisted decentralized exchanges (see Section 6.8)

What Perfolio CANNOT do, enforced by smart contracts on the blockchain:

Transfer funds to any wallet other than yours. All transaction outputs are hard-coded to return to your wallet
Interact with any contract not on the pre-approved whitelist
Override or bypass on-chain security rules, even if the agent key were compromised

Session management:

Sessions are established automatically when you create your account and remain active for the lifetime of your account
You may rotate your session key at any time through the App, which immediately invalidates the previous agent key and generates a new one
If you suspect unauthorized activity, rotating your session key is the recommended immediate action
Deleting your account terminates the session and deactivates the agent key

Important: Perfolio remains non-custodial. Session keys enable transaction execution, not fund custody. At no point does Billion Impact, Inc. hold, control, or have the ability to redirect your digital assets. By creating an account, you consent to the automatic establishment of a session key for delegated execution as described in this section.

6.8 Perpetual Trading

The Services may allow you to open, manage, and close perpetual futures positions on supported decentralized exchanges. Perpetual futures are derivative contracts that allow you to speculate on the price of an asset with leverage, meaning you can control a position larger than your deposited margin.

LEVERAGED TRADING CARRIES SUBSTANTIAL RISK OF LOSS.

Leverage amplifies both gains and losses. A small adverse price movement can result in the rapid and complete loss of your deposited margin. The maximum leverage available may be up to 25x, meaning a price movement of as little as 4% against your position could result in total liquidation of your margin. See Section 9.11 for detailed risk disclosures.

When using perpetual trading features:

Positions are opened and managed on third-party decentralized exchanges, not operated by Billion Impact, Inc.
Funding rates may be charged or credited periodically based on market conditions and are determined by the underlying exchange, not by Billion Impact, Inc.
Liquidations are executed automatically by the exchange's smart contracts when your margin falls below the maintenance threshold. Billion Impact, Inc. cannot prevent, delay, or reverse liquidations
Price feeds and mark prices are determined by the underlying exchange's oracle system
Perfolio provides a user interface for these features; all trading activity occurs on the third-party exchange's infrastructure

Third-Party Services and Integrations

7.1 Third-Party Protocols and Services

The Services integrate with and rely upon various third-party services, including but not limited to:

Decentralized borrowing protocols (smart contracts that execute borrowing transactions)
Blockchain networks on which transactions are recorded
Fiat on-ramp and off-ramp providers for converting between traditional currency and digital assets
Wallet providers and wallet connection services
Price oracle services for real-time asset valuations
Decentralized perpetual exchanges for leveraged trading of digital assets
Authentication services for account management

Billion Impact, Inc. does not own, control, or operate any of these third-party services. We are not responsible for the availability, accuracy, security, or performance of any third-party service. Your use of third-party services is subject to their respective terms of service and privacy policies.

7.2 Fiat On-Ramp and Off-Ramp

If you use fiat conversion features within the App, you interact with a licensed fiat service provider. In the UAE, this provider is a VARA-licensed broker-dealer that independently handles all KYC/AML/CTF compliance, identity verification, and sanctions screening under the Virtual Assets Regulatory Authority framework. Any identity verification, payment processing, or regulatory compliance conducted by this provider is governed by their terms and applicable regulations, not ours. Billion Impact, Inc. is not a party to any transaction between you and the fiat service provider.

7.3 Third-Party Links

The Services may contain links to third-party websites, applications, or services. We do not endorse and are not responsible for the content, products, or services available from third parties.

Fees and Charges

Your use of the Services may involve the following costs:

Network fees (gas fees): Charged by the blockchain network for processing transactions. These are not set by or paid to Billion Impact, Inc.
Protocol fees: Fees charged by the underlying decentralized borrowing protocol. These are not set by or paid to Billion Impact, Inc.
Interest: Charged by the underlying protocol on borrowed amounts.
Platform fees: If applicable, any fees charged by Perfolio will be clearly disclosed within the App before you confirm a transaction.

You are solely responsible for paying all applicable fees, including network fees. Billion Impact, Inc. does not control network congestion or gas prices.

Risk Disclosures

PLEASE READ THIS SECTION CAREFULLY.

By using the Services, you acknowledge and accept the following risks:

9.1 Market and Price Risk

The value of digital assets, including tokenized gold and stablecoins, may fluctuate significantly. Gold prices can decline, potentially triggering the liquidation of your collateral. Past performance is not indicative of future results.

9.2 Smart Contract Risk

The decentralized borrowing protocols integrated with Perfolio rely on smart contracts. While the protocols we integrate with undergo security audits, smart contracts may contain bugs, vulnerabilities, or errors that could result in the loss of your funds. Billion Impact, Inc. does not guarantee the security or correctness of any smart contract.

9.3 Blockchain and Network Risk

Blockchain networks may experience congestion, downtime, forks, or other disruptions that could delay or prevent transactions. Network failures may affect your ability to manage your borrowing positions, potentially leading to liquidation.

9.4 Oracle Risk

The Services rely on price oracle services to determine the value of your collateral. Oracle failures, delays, or inaccuracies could result in incorrect valuations and unexpected liquidations.

9.5 Regulatory Risk

The legal and regulatory landscape for digital assets and decentralized finance is evolving. Changes in laws or regulations in your jurisdiction may affect your ability to use the Services, the legality of certain transactions, or the value of your digital assets.

9.6 Counterparty and Protocol Risk

The third-party protocols, token issuers, and service providers integrated with Perfolio may experience financial difficulties, security breaches, or operational failures. The stability and backing of stablecoins and tokenized gold depends on their respective issuers, and Billion Impact, Inc. makes no representations regarding their solvency or reserves.

9.7 Liquidity Risk

There is no guarantee that you will be able to convert your digital assets to fiat currency or other assets at any given time, at any particular price, or at all.

9.8 Technology Risk

The App and related technology may experience errors, bugs, downtime, or interruptions. While we strive to maintain reliable services, we do not guarantee uninterrupted access.

9.9 Loss of Access

If you lose access to your wallet (including loss of private keys or seed phrases), you may permanently lose access to your digital assets, including any collateral deposited through the Services. Billion Impact, Inc. cannot recover your wallet or assets.

9.11 Leveraged Trading Risk

If you use perpetual trading features (see Section 6.8), you acknowledge and accept the following additional risks:

Leverage amplifies losses: Trading with leverage means losses are multiplied proportionally. At maximum leverage (up to 25x), a price movement of approximately 4% against your position can result in the total loss of your deposited margin.
Rapid liquidation: Leveraged positions may be liquidated automatically and without warning if your margin falls below the exchange's maintenance threshold. Liquidations are irreversible.
Funding rate costs: Perpetual positions are subject to periodic funding rates that may be charged against your margin, reducing your position value over time regardless of price movement.
Exchange risk: The decentralized exchange on which positions are opened may experience downtime, exploits, or liquidity crises that could prevent you from closing positions or result in unfavorable execution prices.
Price deviation: The mark price used for liquidation may differ from spot prices on other exchanges due to oracle methodology, liquidity conditions, or market manipulation.

9.12 Session Key and Delegation Risk

When you create an account, a constrained agent key is automatically generated and stored on our servers to execute authorized operations within a defined scope. While on-chain smart contract policies prevent fund transfers to external addresses and restrict interactions to whitelisted contracts only, a compromise of the agent key could result in unauthorized execution of permitted operations (such as swaps or lending actions) within the session's scope until the session key is rotated. You can rotate your session key at any time, which immediately invalidates the previous key. We implement industry-standard security measures to protect agent keys, but no system is immune to all threats.

You acknowledge that the agent key is stored on servers operated by or on behalf of Billion Impact, Inc., and that no server infrastructure is immune to security breaches. In the event of a breach affecting agent keys, the scope of potential unauthorized operations is limited by on-chain smart contract policies to the permitted operations described in Section 6.7; fund transfers to external wallets remain impossible regardless of server compromise. You accept this residual risk as a condition of using the Services. Billion Impact, Inc.'s liability for any such breach is subject to the limitations set forth in Section 12.

Intellectual Property

10.1 Our Intellectual Property

The Services, including the App, Site, and all content, features, functionality, text, graphics, logos, trademarks, and software, are owned by or licensed to Billion Impact, Inc. and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

10.2 Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to use the App and Site solely for their intended purpose in accordance with these Terms. This license does not include the right to modify, distribute, sell, lease, or create derivative works from the Services.

10.3 Feedback

If you provide us with feedback, suggestions, or ideas regarding the Services, you grant us a worldwide, royalty-free, perpetual, irrevocable license to use, reproduce, modify, and distribute such feedback for any purpose without obligation or compensation to you.

Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

To the fullest extent permitted by applicable law, Billion Impact, Inc. disclaims all warranties, including but not limited to:

Implied warranties of merchantability, fitness for a particular purpose, and non-infringement
Any warranty that the Services will be uninterrupted, error-free, secure, or free of viruses or other harmful components
Any warranty regarding the accuracy, reliability, or completeness of any content or information provided through the Services
Any warranty regarding the performance, security, or correctness of any third-party protocol, smart contract, or blockchain network
Any warranty regarding the value, stability, or backing of any digital asset, including tokenized gold and stablecoins
Any warranty regarding the accuracy, completeness, or reliability of responses generated by the AI-powered assistant

You expressly agree that your use of the Services is at your sole risk. No advice or information, whether oral or written, obtained from Billion Impact, Inc. or through the Services shall create any warranty not expressly stated in these Terms.

Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Billion Impact, Inc., its directors, officers, employees, agents, or affiliates be liable for any:

Indirect, incidental, special, consequential, or punitive damages
Loss of profits, revenue, data, goodwill, or anticipated savings
Loss or theft of digital assets, including through liquidation, hacking, smart contract failure, or wallet compromise
Damages arising from the acts, omissions, or failures of any third-party service, protocol, blockchain network, or oracle
Damages arising from your inability to access or use the Services
Damages arising from operations executed via session keys within their authorized scope, including but not limited to unfavorable swap prices, slippage, failed transactions, or gas costs incurred during automated execution
Damages resulting from any unauthorized access to or alteration of your data or transactions

Aggregate Liability Cap: In no event shall our total aggregate liability exceed the greater of (a) the amount you paid to Billion Impact, Inc. in platform fees during the twelve (12) months preceding the claim, or (b) one hundred U.S. dollars (USD $100).

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability shall be limited to the maximum extent permitted by law.

Indemnification

You agree to indemnify, defend, and hold harmless Billion Impact, Inc., its directors, officers, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

Your use of or inability to use the Services
Your violation of these Terms or any applicable law or regulation
Your violation of any rights of any third party
Any transaction executed through the Services, whether initiated by you directly or executed on your behalf via your active session, including any borrowing, repayment, liquidation, swap, rebalance, or bridge operation
Your negligence or misconduct

Dispute Resolution

14.1 Governing Law

These Terms and any disputes arising out of or related to the Services shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles.

14.2 Mandatory Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

You and Billion Impact, Inc. agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved exclusively through binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in New York, New York. The arbitrator's decision shall be final and binding.

14.3 Class Action Waiver

YOU AND BILLION IMPACT, INC. AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING.

14.4 Exceptions

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.

14.5 Dispute Notice

Before initiating arbitration, you must first send a written notice of dispute to Billion Impact, Inc. at [email protected] describing the nature and basis of the claim and the specific relief sought. If the dispute is not resolved within 60 days of receipt of the notice, either party may proceed to arbitration.

Termination

15.1 Termination by You

You may stop using the Services and delete your account at any time. Upon account deletion, your session key is permanently deactivated and Perfolio can no longer execute any operations on your behalf. Deletion of your account does not affect any outstanding borrowing positions on the blockchain, which continue to be governed by the applicable smart contracts.

15.2 Termination by Us

We may suspend or terminate your access to the Services at any time, with or without cause and with or without notice, if we reasonably believe that:

You have violated these Terms
Your use of the Services poses a risk to the Company, other users, or third parties
We are required to do so by law, regulation, or court order
Continued provision of the Services to you is no longer commercially viable

15.3 Effect of Termination

Upon termination, your right to use the Services will immediately cease. However, the following provisions shall survive termination: Sections 6.6 (Transaction Finality), 6.7 (Delegated Execution via Session Keys), 9 (Risk Disclosures), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 14 (Dispute Resolution), and 18 (General Provisions).

Your blockchain assets are not affected by termination. Your tokens and collateral remain on the blockchain under your wallet's control, and any outstanding smart contract positions continue independently of the Services.

Privacy

Your use of the Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy to understand how we collect, use, and protect your information.

Force Majeure

Billion Impact, Inc. shall not be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by events beyond our reasonable control, including but not limited to: natural disasters, acts of war or terrorism, epidemics or pandemics, government actions or regulations, blockchain network failures or congestion, cyberattacks, power outages, internet disruptions, or failures of third-party service providers.

General Provisions

18.1 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements expressly referenced herein, constitute the entire agreement between you and Billion Impact, Inc. regarding the Services and supersede all prior agreements, communications, and understandings.

18.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

18.3 Waiver

The failure of Billion Impact, Inc. to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

18.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Billion Impact, Inc. may assign its rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

18.5 Notices

Notices to Billion Impact, Inc. should be sent to [email protected]. Notices to you will be sent to the email address associated with your account or communicated through the App.

18.6 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms.

18.7 Headings

The section headings in these Terms are for convenience only and have no legal or contractual effect.

Contact Information

If you have any questions about these Terms, please contact us:

Billion Impact, Inc.

169 Madison Ave, STE 38574
New York, NY 10016, United States

Legal inquiries: [email protected]

General support: [email protected]

perfolio.ai