Avern Terms of Service

1. The agreement and electronic acceptance

These Terms of Service (the "Terms") govern access to and use of the Avern platform at useavern.com and related services ("Avern"). By ticking the acceptance boxes and selecting "Agree & continue", you agree to these Terms and to the Privacy Policy on behalf of yourself and, where applicable, the organization you represent.

You consent to entering into this agreement electronically. Your affirmative acceptance constitutes your electronic agreement and signature to the extent permitted by applicable law. Avern keeps an electronic record of each accepted version of these Terms, including the version identifier, the time of acceptance, and limited security metadata.

Nothing in this section overrides mandatory law that applies to you or to Avern.

2. Avern's role

Avern is a business-to-business technology, verification, discovery, matchmaking and introduction platform for physical commodities and energy — for example crude oil, Jet A-1, EN590 and other fuels, gold, silver, electricity, natural gas, LNG and other approved physical commodity or energy products.

Avern is not a securities, stock, futures, options, swaps, derivatives, leveraged-product or investment trading platform, and does not offer, arrange or facilitate any such products.

Avern does not own listed commodities; does not independently offer commodities for sale; does not purchase commodities from users; does not become the counterparty to any transaction; does not set or negotiate transaction prices for either party; does not represent either party; does not accept or transmit binding trade orders; does not execute or settle transactions; does not control settlement; does not hold transaction funds; does not provide escrow; does not hold commodity title; does not provide banking, insurance or transport; does not provide investment, legal, tax or trading advice; and does not guarantee the authenticity, availability, quality, delivery, payment or performance of any commodity, counterparty or transaction.

Avern's role is limited to the services the platform actually provides: verification infrastructure, discovery, matching, introduction, secure communication and workflow tools, document-sharing tools, and related platform services.

3. Your responsibility for deals

You remain solely responsible for deciding whether to transact with another party and on what terms. Users independently conduct due diligence, negotiate, agree pricing, contract, arrange inspection, arrange banking and payment, arrange transportation and shipping, arrange insurance, transfer title, satisfy customs, tax and regulatory requirements, and complete the transaction.

Where applicable you are responsible for appropriate professional diligence on commercial terms, commodity quality, ownership and title, inspection, origin, transportation, insurance, banking, sanctions, customs, import and export, licences, taxes and legal review. Avern's tools may assist but do not replace professional advice or your own independent diligence.

4. Eligibility and authority (business use only)

Avern is intended for legitimate business and commercial use. You represent that you are legally capable of entering into this agreement; that you are acting for business or commercial purposes and not as a consumer; that the information you provide is truthful and complete; that you have authority to act for any organization you claim to represent; and that you are not impersonating another person or entity.

Until an organization's authority has been verified, Avern may limit functionality.

5. Verification indicators

Verification statuses are limited factual representations. "Company verified" means only that Avern completed the specific company-verification checks that Avern describes, at the time shown. Each verification dimension (identity, company, authority, beneficial ownership, sanctions screening, financial capacity, product evidence, licence) is separate and means only what Avern says was reviewed.

A verification status does not mean that Avern guarantees the company, its funds, its product or its performance, and is not a recommendation to transact. "Verified on Avern" is never a statement that a transaction is risk-free.

6. Your representations

You represent that the information you supply is accurate; that documents you upload are authentic to your knowledge; that you have authority to upload and share those documents; that you have authority to represent the organization; that your listings are legitimate; that you have a reasonable basis for any claims about funds or products; and that you will not submit misleading ownership or product claims.

7. Prohibited conduct

You must not use Avern for fraud; fake companies; fake proof of funds or proof of product; forged or altered documents; sanctions evasion; money laundering; bribery or corruption; impersonation; scraping, probing or circumventing security controls; malware; abusive automated access; unauthorised data access; harassment; attempts to manipulate Avern verification; or misuse of confidential counterparty information.

8. Sanctions and compliance

You must comply with applicable sanctions and export restrictions, provide truthful KYC, KYB and beneficial-ownership information, not impersonate entities, not submit forged or fraudulent documentation, and not use Avern for prohibited activity.

Avern may screen parties, request information, suspend or restrict accounts, refuse introductions, and preserve or report information where legally required. Avern does not promise to detect every violation.

9. Avern Platform Success Fees

Avern may charge a Platform Success Fee for introductions that result in a Qualifying Transaction. There is not necessarily one universal percentage: fee terms may vary by buyer, seller, commodity, transaction size, jurisdiction, negotiated commercial arrangement, membership or plan, and other documented factors.

The applicable fee is disclosed before the relevant introduction becomes fee-bearing, and the party liable for it must affirmatively accept the deal-specific fee terms inside Avern before the introduction is finalised and the counterparty's identity is disclosed. For every fee-bearing introduction Avern records the liable party or parties, the calculation method, the percentage or fixed amount, any minimum, maximum or cap, the currency, the triggering event, the fee schedule or agreement version, and the introduction identifier. Avern does not retroactively change the fee applicable to an earlier introduction.

Payment of a Platform Success Fee does not mean that Avern controlled, negotiated or executed the transaction, acted as either party's representative, or guaranteed performance. The fee compensates Avern for its platform and introduction services.

10. Qualifying Transaction

A "Qualifying Transaction" means a transaction for the sale, purchase or supply of a physical commodity or energy product entered into between counterparties introduced to each other through Avern, where the contractual fee trigger stated in the applicable fee terms occurs. The fee trigger is stated per fee schedule and shown to the liable party before acceptance; the current trigger is confirmation of completion by both parties inside Avern. The platform applies only the trigger that was accepted for that introduction.

11. Anti-circumvention

An "Introduction" occurs when Avern discloses a counterparty's identity to you following mutual interest on the platform. A "Protected Counterparty" is an organization introduced to you in that way. During the Protection Period you must not intentionally bypass the agreed Platform Success Fee. If you transact with a Protected Counterparty directly or off-platform following an Introduction, the agreed fee may remain payable according to the applicable fee agreement.

This section does not apply where you can document a pre-existing commercial relationship with the counterparty that predates the Introduction.

12. Physical commodities and energy

Avern's marketplace is designed for legitimate commercial transactions involving actual physical commodities. Avern does not provide futures, securities, swaps, options, leveraged commodity products or consumer investment contracts, unless a separately approved future product explicitly changes that.

Energy is a category on Avern subject to jurisdiction- and product-specific regulatory gates. Where applicable energy-market rules require it — including for EU wholesale electricity, gas and LNG — Avern may restrict or condition functionality.

13. Privacy and confidentiality

Avern's Privacy Policy describes how personal data is processed and is part of this agreement. Avern handles sensitive business information; you must protect confidential information received from counterparties through Avern and use it only for the purpose for which it was shared.

14. Disclaimers and limitation of liability

Avern provides the platform on an "as is" and "as available" basis for business use. To the extent permitted by applicable law, Avern disclaims implied warranties and is not liable for the conduct, performance, solvency or representations of any user, or for losses arising from transactions between users.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.

15. Governing law and disputes

The contracting Avern entity, governing law, venue or arbitration, and the customer contracting structure for US and Romanian/EU customers are to be determined by Avern's owner with counsel. Until then this section is a placeholder and does not form part of the accepted agreement beyond the acknowledgement that a governing-law clause will be designated.

16. Suspension and termination

Avern may suspend or restrict access where reasonably necessary for security, suspected fraud, sanctions or compliance reasons, policy violations, false documentation, legal requirements or investigation.

On termination: open deal rooms are closed for both parties and remain readable for the retention period; documents stay in private storage under the retention schedule and can be exported or deleted through a data request; Platform Success Fees already earned remain payable; records that Avern must retain by law are kept without identifiers where the retention schedule allows.

17. Changes to these Terms

Avern publishes each version of these Terms with a version number. Material changes require your renewed acceptance before continued use of protected platform features; minor corrections do not. Your previous acceptance records are preserved.