TERMS AND CONDITIONS

Effective Date: 26 January 2026

1. INTRODUCTION; MARKETPLACE MODEL; DEFINITIONS

1.1 Platform. Aviatrading Inc. ("Aviatrading", "we", "us") operates an online marketplace platform that connects independent buyers and sellers of aviation parts, components, tools, equipment, aircraft, engines, and related goods (the "Platform").

1.2 No title; no airworthiness certification. Aviatrading does not take title to, manufacture, refurbish, inspect, store, certify, or control any third-party goods listed on the Platform. Aviatrading does not issue, validate, or verify aviation release certificates (including Transport Canada Form One, FAA Form 8130-3, or EASA Form 1) and does not warrant airworthiness, installation eligibility, conformity, or fitness for any particular purpose.

1.3 No supplier or agency role. Aviatrading is not a seller, buyer, broker, agent, distributor, importer of record, or merchant of record, except to the limited extent expressly required by applicable law.

1.4 No operational role under aviation regulations. Aviatrading is not an aircraft operator, designated operator, owner, lessor, approved maintenance organisation, or holder of any approval under the Canadian Aviation Regulations, and does not exercise operational control over any aircraft or aeronautical products.

1.5 Document precedence. These Terms incorporate by reference the Seller Agreement, Buyer Terms, Shipping & Delivery Policy, Return & Refund Policy, Privacy Policy, the Fee Schedule, and any category-specific addenda, each as updated from time to time. In the event of conflict, the more specific document prevails.

1.6 Definitions. "Platform Fees" has the meaning set out in Section 5. "Fee Schedule" means the then-current fee schedule published or referenced on the Platform. "Transaction" includes any agreement, sale, exchange, or arrangement between users arising from or facilitated by the Platform.

2. ACCOUNTS; ELIGIBILITY; CONDUCT

2.1 Users must provide accurate, current, and complete account information and maintain the confidentiality of login credentials.

2.2 Users must be at least eighteen (18) years of age or the legal age of majority in their jurisdiction, or be duly authorised representatives of a business entity with legal capacity to enter into binding agreements. By using the Platform, users represent and warrant that they meet these eligibility requirements.

2.3 Prohibited conduct includes, without limitation: circumvention of Platform fees, escrow, or payments; listing counterfeit, misrepresented, unsafe, or recalled goods; violation of export controls or sanctions; misuse of aviation documentation; scraping or automated access; abusive or fraudulent behavior.

3. LISTINGS; SELLER TRANSPARENCY & CONSUMER RIGHTS; NO RELIANCE

3.1 Seller responsibility. All obligations under this Section apply solely to sellers. Aviatrading does not provide consumer guarantees in respect of third-party goods, except as required by mandatory law.

3.2 Transparency. Sellers must provide accurate business identification, truthful listings, clear delivery timelines, and complete disclosure of the condition and documentation status of goods.

3.3 Prices & fees. Prices must clearly disclose applicable taxes and fees. Hidden or misleading charges are prohibited.

3.4 Fulfillment & refunds. If an order is not fulfilled within thirty (30) days, unless a longer lead time was clearly disclosed at the time of purchase, the buyer may cancel the order for a full refund in accordance with Aviatrading's Return & Refund Policy, which forms part of these Terms pursuant to Section 1.5.

Defective, counterfeit, recalled, damaged, or materially misdescribed goods, including goods that do not correspond to the documentation expressly represented by the seller, are subject to refund or other remedies as set out in the Return & Refund Policy. Aviatrading does not itself provide product warranties or guarantees except as required by mandatory law.

3.5 No reliance. Buyers acknowledge that they do not rely on any technical, regulatory, airworthiness, or installation advice from Aviatrading. Any representations regarding goods or documentation are made solely by the seller, and buyers are responsible for their own inspection, verification, and regulatory determinations.

4. ADVERTISING, REVIEWS & FAIR COMPETITION

4.1 Listings, advertisements, and promotions must be truthful, accurate, and not misleading. Artificial or inflated reference pricing is prohibited.

4.2 Users may not post or solicit fake or manipulated reviews or testimonials.

4.3 Anti-competitive conduct, including price-fixing, bid-rigging, or market allocation, is strictly prohibited and may result in termination and referral to regulatory authorities.

5. PAYMENTS, FEES, COMMISSION & TAXES

5.1 Payment methods. Available payment methods may include Stripe, Escrow.com, Wise, and PayPal, subject to availability, risk controls, currency, and jurisdiction.

5.2 Platform fees and commission.

(a) Commission. For each transaction facilitated by or through the Platform, the seller (or, where specified at checkout, the buyer) shall pay Aviatrading a platform commission and any applicable service fees (collectively, "Platform Fees") as displayed at checkout, in the seller dashboard, or in a published fee schedule referenced on the Platform ("Fee Schedule"). If a Platform Fee is not expressly displayed for a transaction, the default commission is nine percent (9%) of the total transaction value, unless otherwise agreed in writing by Aviatrading.

(b) Transaction value. "Total transaction value" includes the total amount payable by the buyer for the goods (and, where applicable, shipping/handling, insurance, and any other amounts collected in connection with the order), excluding only those indirect taxes that Aviatrading is required by law to collect and remit in its own name.

(c) When earned. Platform Fees are earned when: (i) a user enters into an order, purchase, or other binding agreement with a counterparty introduced via the Platform; or (ii) the Platform otherwise contributes to a transaction, including where the initial contact occurred via the Platform, the user became aware of the counterparty or goods through the Platform, or the Platform facilitated communications, verification, listing access, or payments.

5.3 Anti-circumvention.

(a) No avoidance. Users shall not circumvent the Platform by concluding a transaction directly or indirectly with any counterparty introduced through the Platform outside the Platform or through alternative channels to avoid Platform Fees.

(b) Deemed Platform transaction. Any such transaction shall be deemed facilitated by the Platform and remains subject to Platform Fees.

(c) Reporting. Users shall promptly and truthfully report to Aviatrading any transaction with a counterparty introduced through the Platform and provide reasonable supporting details upon request.

5.4 Set-off; withhold; collections.

(a) Set-off. Aviatrading may deduct or set off Platform Fees, refunds, chargebacks, penalties, and other amounts owed to Aviatrading from any amounts payable to a user.

(b) Withholding. Aviatrading may withhold payouts pending investigation of fraud, documentation issues, export/sanctions risk, disputes, chargebacks, or non-compliance.

(c) Collections. Overdue amounts may accrue interest at the lesser of (i) 1.5% per month and (ii) the maximum rate permitted by law, plus reasonable collection costs.

5.5 Chargebacks and payment disputes. Aviatrading may contest chargebacks and may allocate chargeback amounts, network fees, and related losses to the responsible user to the extent permitted by applicable law and the payment method terms.

5.6 Deemed-supplier taxes. Where applicable law expressly requires Aviatrading to act as a deemed supplier or marketplace facilitator, Aviatrading may collect, remit, and net applicable indirect taxes.

5.7 Seller tax responsibility. Except to the extent expressly required by law, sellers remain solely responsible for tax registration, invoicing, collection, reporting, and remittance, including GST/HST registration above the CAD $30,000 small-supplier threshold and record retention for at least six (6) years.

6. SHIPPING, CUSTOMS & IMPORTER-OF-RECORD

6.1 Shipping, delivery, customs, importer-of-record allocation, and related logistics obligations are governed by Aviatrading's Shipping & Delivery Policy, which forms part of these Terms pursuant to Section 1.5.

6.2 Unless expressly stated otherwise, Aviatrading is not the importer of record. Buyers or sellers may be responsible for customs duties, import taxes, and compliance obligations.

7. AVIATION DOCUMENTATION & REGULATED GOODS

7.1 Sellers warrant legal title to goods and the authenticity and correspondence of any aviation documentation provided. Any seller declarations regarding certifications, approvals, or regulatory status are made solely by the seller for informational purposes and are not verified or endorsed by Aviatrading.

7.2 For complete aircraft, engines, propellers, life-limited parts, major assemblies, or items represented as airworthy, sellers must provide required documentation upon listing or within three (3) business days of request. Aviatrading may delist or cancel listings with missing or inconsistent documentation.

7.3 Determination of airworthiness, installation eligibility, and regulatory compliance rests solely with the buyer, operator, or approved maintenance organization. Aviatrading does not validate documentation or suitability for use.

8. PRODUCT SAFETY, LABELLING & RECALLS

8.1 Goods must comply with applicable safety and labelling laws, including bilingual requirements where mandated.

8.2 Sellers must immediately remove recalled or restricted goods and comply with Health Canada or other regulatory notices.

9. EXPORT CONTROLS, SANCTIONS & END-USE

9.1 Users must comply with all applicable export control, sanctions, and trade compliance laws.

9.2 Aviatrading may screen transactions and suspend, cancel, or withhold payouts where sanctions or export risk is identified.

9.3 Aviatrading may terminate accounts without notice for sanctions or export control violations and bears no liability for seized or blocked goods.

9.4 Controlled goods. Users are solely responsible for ensuring that any goods listed, sold, or purchased through the Platform comply with all applicable laws relating to defence-controlled or dual-use goods, including Canada's Defence Production Act and the Controlled Goods Program. Aviatrading does not determine whether any goods constitute "controlled goods" and does not verify user registration, authorization, or compliance under such regimes.

10. COMMUNICATIONS & ANTI-SPAM (CASL)

10.1 Commercial electronic messages require valid consent and must comply with Canada's Anti-Spam Legislation (CASL).

10.2 Unsolicited bulk messaging, misleading subject lines, or harvesting of contact data is prohibited.

11. DATA PROTECTION

11.1 Personal information is processed in accordance with Aviatrading's Privacy Policy, which forms part of these Terms pursuant to Section 1.5, and applicable privacy and data protection laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA).

11.2 Personal information may be shared with counterparties and service providers solely for fulfillment, compliance, dispute resolution, enforcement of agreements, and record-keeping purposes, as further described in the Privacy Policy.

12. INTELLECTUAL PROPERTY

Users grant Aviatrading a non-exclusive, worldwide license to host and display content to operate the Platform. Infringing content may be removed.

13. ENFORCEMENT & REMEDIES

Aviatrading may remove listings, suspend or terminate accounts, withhold funds pending investigation, claw back payouts, and cooperate with aviation, customs, export-control, and law-enforcement authorities.

14. DISCLAIMERS; LIMITATION OF LIABILITY; ALLOCATION OF RISK

14.1 Disclaimers. The Platform is provided on an "as is" and "as available" basis. To the maximum extent permitted by law, Aviatrading disclaims all warranties, representations, and conditions, whether express, implied, statutory, or otherwise, including merchantability, quality, title, non-infringement, fitness for a particular purpose, and any warranty arising from course of dealing or usage of trade. Without limiting the foregoing, Aviatrading makes no representation or warranty regarding: (a) the condition, conformity, provenance, or authenticity of any goods; (b) airworthiness, installation eligibility, or regulatory compliance of any goods; (c) the accuracy or completeness of listings, documentation, or user communications; or (d) uninterrupted, timely, secure, or error-free operation of the Platform.

14.2 Exclusion of damages. To the maximum extent permitted by law, in no event shall Aviatrading be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, data, goodwill, business interruption, or procurement of substitute goods or services, arising out of or relating to the Platform, these Terms, or any transaction, even if advised of the possibility of such damages.

14.3 Liability cap. To the maximum extent permitted by law, Aviatrading's aggregate liability arising out of or relating to these Terms, the Platform, or any transaction shall not exceed the total Platform Fees actually paid to Aviatrading in respect of the transaction giving rise to the claim in the twelve (12) months preceding the event giving rise to liability.

14.4 Allocation of risk. The parties acknowledge that the fees charged reflect an allocation of risk and that the limitations in this Section form an essential basis of the bargain.

14.5 Non-excludable rights; carve-outs. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law (including, where applicable, liability for fraud or willful misconduct). Mandatory statutory rights, including under applicable consumer protection laws, continue to apply.

15. INDEMNIFICATION

Users shall defend, indemnify, and hold harmless Aviatrading and its affiliates from and against any claims, losses, liabilities, penalties, fines, damages, and costs (including reasonable legal fees) arising out of or relating to: (a) listings or products; (b) aviation documentation or airworthiness representations; (c) regulatory, export control, or sanctions violations; (d) intellectual property or advertising claims; (e) CASL, privacy, or data protection breaches; (f) safety, recall, or tax non-compliance; or (g) chargebacks or payment disputes caused by user conduct.

16. TERM; TERMINATION; SURVIVAL

Aviatrading may suspend or terminate access for breach or risk. Sections relating to fees, taxes, data protection, IP, indemnification, liability, export controls, governing law and dispute resolution survive termination.

17. FORCE MAJEURE

No liability for delays or failures due to events beyond reasonable control, including customs actions or sanctions enforcement.

18. NOTICES

Notices may be provided electronically to the contact information on file. Users must keep contact details current.

19. ASSIGNMENT

Users may not assign without consent; Aviatrading may assign in connection with a corporate reorganization.

20. DISPUTE RESOLUTION; ARBITRATION; CLASS ACTION WAIVER

20.1 Arbitration. Except as expressly set out in Section 20.2, any dispute, controversy, or claim arising out of or relating to these Terms, the Platform, or any transaction facilitated through the Platform shall be finally resolved by binding arbitration.

20.2 Carve-outs. Notwithstanding Section 20.1, Aviatrading may bring claims before the courts of competent jurisdiction for: (a) collection of fees, commissions, chargebacks, or unpaid amounts; (b) injunctive or equitable relief; (c) intellectual property infringement; (d) enforcement of export controls, sanctions, or compliance obligations; and (e) any matter that cannot be resolved by arbitration under applicable law.

20.3 Rules and seat. Arbitration shall be conducted by a single arbitrator under the Arbitration Rules of ADRIC or, at Aviatrading's option, the UNCITRAL Arbitration Rules. The seat of arbitration shall be Toronto, Ontario, Canada, and the language shall be English.

20.4 Costs. The arbitrator may award costs and legal fees to the prevailing party, to the extent permitted by law.

20.5 Class action waiver. To the maximum extent permitted by law, users waive any right to participate in class actions or representative proceedings against Aviatrading.

21. GOVERNING LAW & VENUE

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Subject to Section 20, the courts of Ontario shall have exclusive jurisdiction.

22. CHANGES; ENTIRE AGREEMENT; SEVERABILITY

We may update these Terms; material changes will be posted with a new Effective Date. These Terms constitute the entire agreement regarding Platform use. If any provision is held invalid, the remaining provisions remain in force.

23. COMPLIANCE INFORMATION DISCLAIMER

23.1 Any compliance or regulatory information made available on the Platform is provided for general informational and transparency purposes only and does not constitute legal, financial, tax, or regulatory advice. Such information does not limit or replace any statutory rights or obligations under applicable law.

23.2 Sellers remain solely responsible for ensuring compliance with all applicable Canadian federal, provincial, and foreign laws and regulations. Buyers should rely on their statutory rights and, where appropriate, seek independent professional advice.