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Terms of Service

Effective Date: 2026-04-20

Last Updated: 2026-08-05

THE DISPUTE RESOLUTION SECTION OF THESE TERMS (AS DEFINED BELOW) REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS. THIS PARAGRAPH CONTAINS AN IMPORTANT NOTICE. PLEASE READ IT CAREFULLY.

These Terms of Services (“Terms”) constitute a legally binding agreement between the Oria Platform (as defined below) and you (hereinafter referred to as “User,” “user,” “You,” or “you”) and governs your use or access to the Oria Platform and/or the Services. By visiting, accessing, or using https://app.oria.xyz or associated application program interface or mobile applications (“Oria Platform” or the “Platform”), you are deemed to have read, understood and irrevocably consented to all of the Terms contained herein, as may be updated and amended from time to time, so please read them carefully.

These Terms are the master agreement governing access to and use of the Platform. Swap Transactions are governed by the Master Swap Agreement, the applicable Product Confirmation, the Collateral Terms, the Swap Risk Disclosure and any applicable product-specific terms.

The Terms (together with the applicable Product Terms) constitute the agreement and understanding regarding the use of any of the Services, and any manner of accessing them, between you and the following service providers (“we,” “us,” or “our”) depending on your residency or date of registration. Where any local terms governing the use of Services provided in any particular jurisdiction (“Local Terms”) apply as indicated hereunder, such Local Terms shall govern your use of the Services instead.

Vitallium Corp., a Panamanian corporation, together with XFINANCE LATAM, S.A. de C.V., a Mexican corporation and MANA TECHFIN & SERVICES LIMITED, a Hong Kong corporation (“Oria Panama”, “Oria Mexico”, “Oria Hong Kong” or “Oria”), which operate under the Oria brand, for Users who are eligible to use the Oria Services.

1. IMPORTANT NOTICES (READ CAREFULLY)

  • High Risk: Digital assets are volatile and may become illiquid or worthless. The value of digital assets can change rapidly and unpredictably, and there is a risk that you could lose all of the funds you use on this Platform, or use any or all the available services whatsoever.
  • No Advice: We do not provide investment, legal, tax, or financial advice. You are solely responsible for conducting your own research, making your own financial decisions, and consulting with professional advisors regarding your use of the Platform and any associated activities.
  • Regulatory Status: The Platform, and the Services (or some of them) may not be regulated or supervised as a bank, broker, investment firm, crowdfunding portal, or payment institution in your jurisdiction. The regulatory framework for digital assets is evolving and varies by jurisdiction. The Platform's operations may not be subject to the same protections or oversight as traditional financial institutions, which could expose you to additional risks.
  • Swap Products Risks: Your return is not guaranteed and you bear the negative performance of the reference asset, including price falls, defaults, credit losses and write-downs, up to the full amount of your collateral.
  • Technology Risks: Smart contract, network, and protocol failures may result in loss of funds. The Platform relies on complex and nascent technologies, including smart contracts and blockchain protocols. Flaws, bugs, or security breaches in these technologies could lead to the permanent and irreversible loss of your digital assets.
  • Dispute Resolution: These Terms include arbitration provisions, class action waiver and limitation of liability provisions that affect your rights (if used; see the Dispute Resolution Section). These provisions significantly restrict how you can seek resolution for disputes with the Platform. Specifically, they may waive your right to a jury trial or to participate in a class-action lawsuit, requiring disputes to be resolved through binding individual arbitration, and may cap the amount of damages you can recover.
  • Legal Tender: Digital assets (including cryptocurrencies and tokens) are generally not legal tender, are not issued or guaranteed by any government or central bank, and do not have the same legal status as sovereign currency. Except where expressly stated by applicable law in a particular jurisdiction, no person is required to accept digital assets as payment, and digital assets may not be used to discharge debts or obligations in the same way as legal tender.

2. DEFINITIONS

  • “Company” means, for Swap Transactions, Vitallium Corp.
  • "Digital Assets" means cryptocurrencies, tokens, stablecoins, or other blockchain-based assets supported by the Platform.
  • "User" or "you" means an individual or entity using the Platform.
  • "Transaction" or "Swap" means a bilateral, cash-settled swap entered into between the Company and the User.
  • "Reference Asset" means the asset, instrument, index or portfolio specified by its identifiers, by reference to the performance of which amounts payable under the Transaction are calculated.
  • "Restricted Jurisdiction" / "Prohibited Person" are defined in Section 7 (Restricted Jurisdictions; Prohibited Persons; Sanctions).

3. Eligibility; Account Registration

  • Age; authority. You must be at least 18 years old and have the capacity to contract in your jurisdiction and legally allowed to use the Services. If you act for a legal entity, you represent you are authorized and the entity is validly formed and the legal entity you represent has all authorizations and capacity to contract and use the Services.

  • Compliance with Sanctions. You represent and warrant that neither you nor the legal entity you represent (as applicable) appear on, and that you will not engage in transactions with any individual or entity listed on, any trade or economic sanctions lists issued by a competent authority. This includes, but is not limited to:

    • Individuals or entities designated by the United Nations Security Council (“UN Consolidated List”);
    • Entities involved in the financing of the proliferation of weapons of mass destruction (WMDs); and
    • Any other sanctions lists promulgated by competent authorities, including but not limited to the United Nations Security Council, the European Union, the Monetary Authority of Singapore, the Hong Kong Monetary Authority, the Hong Kong Customs and Excise Department, or the Office of Foreign Assets Control.

    You agree to furnish a written certification of your compliance with this clause as soon as reasonably practicable upon our request. We reserve the right to amend our eligibility criteria at any time, at our sole and absolute discretion.

  • Accurate information. You represent all registration information is true, accurate, and complete and will remain so. We may request information, certifications or documentation from time to time in order to comply with our applicable law, regulations, policies and standards. You agree to furnish the requested documentation as soon as reasonably practicable upon our request.

  • Security. You are responsible for safeguarding credentials, multi-factor authentication (“MFA”), devices, and all activity on your Account.

  • Authentication. The Platform may support passkeys as an optional login method, in addition to passwords, one-time codes, biometric authentication, or other methods. You are responsible for keeping your device and login credentials secure. If your device is lost, replaced, reset, or unavailable, you may need to complete our account recovery process, including identity verification or other security checks, before access is restored. We are not responsible for login failure, delay, or temporary loss of access caused by device issues, passkey failure, biometric recognition failure, or third-party authentication services, except where required by applicable law.

4. SCOPE OF SERVICES

  • The Platform provides: (a) our mobile application(s), website(s), APIs, and related services (collectively, the "Platform"); (b) the crypto wallet functionality ("Wallet"); (c) swap products.
  • By creating an account, clicking acceptance, or using the Platform, you agree to be bound by these Terms. If you do not agree, or if it is illegal to use all or some of the features stated above, do not use the Platform.

5. WALLET

  • The Platform provides Wallet functionality that allows Users to store, view, and transact supported Digital Assets.

  • Supported Digital Assets. We (or our custody partner) hold Digital Assets on your behalf. Our Services are only available in connection with certain Digital Assets in certain networks as announced and available on the Platform (“Supported Digital Assets”). These Supported Digital Assets may change from time to time as published on our Platform. We may remove or suspend one or more Digital Assets from the list of Supported Digital Assets and we will use reasonable commercial efforts to notify you in advance, meaning that you will no longer be able to access such Digital Assets as part of the Services and will only be permitted to withdraw the Digital Assets from your Account. If Digital Assets that are no longer Supported Digital Assets remain in your Account beyond a specified period notified to you, We may in its discretion convert such Digital Assets into a different type of Digital Asset you may withdraw such Digital Assets from your Account.

    Digital Assets posted as collateral for a Swap Transaction are not held as wallet custody assets and are treated in accordance with the Collateral Terms.

  • Unsupported Digital Assets. We assume no liability in connection with any attempt to use your Account for Digital Assets that we do not support nor for the conversion to a different type of Digital Asset. We assume no liability or obligation whatsoever with regard to unsupported Digital Assets sent to an Account or with regard to Supported Digital Assets sent to an incompatible Digital Asset wallet address. If you send unsupported Digital Assets to your Wallet or Supported Digital Assets to an incompatible wallet address, then you will lose those Digital Assets.

  • Forks. We may temporarily suspend any Services in relation to a particular Digital Asset while we determine whether or not to support a Fork. We are under no obligation to support a Fork of a Digital Asset that you hold in your Account. You acknowledge that we have no control over, nor do we have the ability to influence, the creation or implementation of a Fork. We can provide no assurances about the security, functionality or supply of any Digital Asset, including Digital Assets subject to the relevant Fork. You may not be able to access, trade or dispose of, the forked Digital Assets on the Platform and you may lose any value associated with the relevant Digital Assets.

  • Airdrops. We make no promises, guarantees or warranties on the outcome of or support for potential or proposed Airdrops. We may determine in our own discretion whether to claim, list or distribute any Airdrop, Forked Digital Asset or any other Digital Asset, as well as the terms and conditions (including eligibility criteria).

6. THIRD-PARTY SERVICES

  • Certain features may be provided via third parties (KYC providers, custody, blockchain infrastructure, smart contracts, on/off ramps). You may be subject to their terms.

7. RESTRICTED JURISDICTIONS; PROHIBITED PERSONS; SANCTIONS

  • Restricted Jurisdictions: You may not use the Platform if you are located in, ordinarily resident in, incorporated in, or otherwise subject to the laws or regulatory authority of any jurisdiction where use would be illegal or would require licensing/registration that we do not hold.

    • Mainland China restriction: Without limiting the foregoing, the Platform is not offered to persons who are subject to the laws of the People's Republic of China ("PRC") or who are located within Mainland China. For clarity, Mainland China excludes Hong Kong, Macau, and Taiwan. We may treat Mainland China as a Restricted Jurisdiction.
    • User representations at registration and ongoing: By registering and each time you use the Platform, you represent and warrant that (i) you are not located in Mainland China, (ii) you are not a PRC citizen, and (iii) you are not otherwise a Prohibited Person.

  • Prohibited Persons: Prohibited Person includes anyone in a Restricted Jurisdiction; anyone listed on sanctions/blocked persons lists (e.g., UN, EU, OFAC, UK HMT); anyone acting on behalf of a Prohibited Person; and anyone using the Platform in violation of applicable law.

  • Monitoring and enforcement: We may implement geo-blocking, screening, and transaction monitoring. We may suspend, restrict, or terminate accounts, and block transactions, where we reasonably suspect breach.

8. COMPLIANCE; KYC/AML; SOURCE OF FUNDS

  • Verification: We may require account and contact information, identity verification (KYC), beneficial ownership information (for entities), proof of address, and source-of-funds/source-of-wealth information, and communications information, etc.

    To complete identity verification, you may be asked to grant device, browser, or app permissions, such as camera or photo/media access, to capture or upload identity documents, selfies, or liveness verification materials. If you do not grant or later withdraw required permissions, we may be unable to complete verification and may restrict, suspend, or limit access to some or all Services as permitted by these Terms and applicable law.

  • Ongoing Monitoring: We may monitor transactions for compliance, fraud, and sanctions screening.

  • Refusal / Reporting: We may refuse transactions or report activity to authorities where required or deemed appropriate.

  • User Cooperation: You agree to provide requested information promptly; failure may result in account restrictions.

9. USER CONDUCT AND PROHIBITED USES

  • You may not: (i) violate any law or regulation (including AML, sanctions, tax); (ii) use the Platform for fraud, deception, market manipulation, or money laundering; (iii) engage in prohibited crowdfunding activity (e.g., offering unregistered securities, collective investment schemes, or misleading solicitations); (iv) upload malicious code, reverse engineer, or disrupt the Platform; or (v) impersonate others or misrepresent affiliations.

10. FEES, PRICING, AND TAXES

  • Fees: We may charge fees for withdrawal, network fees, or premium features, disclosed in-app or on the Platform. Fees may change with notice as required by law.
  • Network Fees: Blockchain network fees are not controlled by us and may fluctuate.
  • Taxes: You are responsible for determining and paying all applicable taxes. We may provide transaction records but do not provide tax advice.

11. WALLET TERMS (CUSTODY, KEYS, AND RECOVERY)

  • Digital Assets may be held by us or a custody partner. You may have a claim against us (or custodian) rather than direct on-chain ownership, depending on structure. Custodial holdings may be subject to operational, counterparty, and insolvency risk. We may impose holds for compliance, security, or legal reasons.

12. SWAP PRODUCT TERMS

  • Counterparty. Your only counterparty is the Company. The Company enters into each Transaction as principal. The Company is not the User’s agent, broker, adviser or fiduciary and does not execute for the User’s account.

  • Return. Under each Transaction, the Company will pay the User an amount calculated by reference to the performance of the Reference Asset over the term, less the fees and spread; and the User bears the corresponding negative performance of the reference asset, including price falls, defaults, credit losses and write-downs. Past performance of any reference asset is not a guide to its future performance.

    Your return is not guaranteed. All values displayed to the User between trade and settlement are labelled as indicative and are stated not to be binding settlement values. Indicative values are refreshed at the applicable valuation frequency.

    The User’s maximum loss under a Transaction is limited to the collateral posted for that Transaction. The User has no obligation to pay any additional amount.

    The Company’s obligation to pay the return is a contractual obligation of the Company. It is not secured, and it is not a claim to any specific asset. Nothing on the Platform constitutes a deposit account, savings product or instrument with a guaranteed return.

  • Reference Asset. The User does not acquire: ownership of, or any legal or beneficial interest in, the Reference Asset; any share, unit, participation, note, loan interest or other instrument; any voting, consent, governance, inspection or information right in respect of the Reference Asset or its issuer; any entry on any register of holders; any direct dividend, coupon or interest payment from any issuer, obligor or fund; any right of subscription, redemption, enforcement or liquidation against any issuer, obligor, lender or fund; or any claim against any person other than the Company.

    Amounts referable to dividends, coupons or interest are paid by the Company as contractual amounts; they are not distributions from the issuer of the Reference Asset and confer no rights against that issuer. The User acquires under each Transaction a contractual right against the Company only.

  • Title Transfer. Before the Company accepts any Transaction, the User must post collateral equal to the full notional amount of that Transaction. Each Transaction is fully funded at 1×. The Company does not offer margin or leveraged exposure, and the User will not be required to post additional collateral after a Transaction is formed.

    Collateral is transferred to the Company by way of title transfer and is not held on the User’s behalf: full legal and beneficial ownership passes to the Company on posting, the collateral is not segregated, the User’s right is a contractual right to Equivalent Value and not a claim to specific assets, and on an insolvency of the Company the User would rank as an unsecured creditor in respect of that right.

13. RISKS DISCLOSURE

  • You acknowledge and accept the risks described in the General Risk Disclosure available at https://app.oria.xyz, which are incorporated into these Terms by reference, including: price volatility; smart contract and protocol risks; regulatory changes; custody and counterparty risk; cybersecurity risks; stablecoin depegging; and network congestion and transaction delays.
  • For Swap Transactions, you must also review and accept the separate Swap Risk Disclosure presented before trading.

14. INTELLECTUAL PROPERTY

  • Our IP: The Platform, software, trademarks, and content are owned by us or our licensors.
  • License: We grant you a limited, revocable, non-transferable license to use the Platform for its intended purpose.
  • User Content: You grant us a license to host and display content you submit solely to operate the Platform.

15. PRIVACY AND DATA

  • Our Privacy Policy at https://app.oria.xyz explains how we collect, use, and share data.
  • You agree that we may process identity, device, and transaction data for compliance, fraud prevention, and security, and may share data with vendors and authorities as required.

16. SUSPENSION, RESTRICTIONS, AND TERMINATION

  • We may suspend or terminate access and/or freeze transactions where we reasonably believe you have violated these Terms, applicable law, or compliance requirements, or where necessary to protect the Platform or Users.
  • We may also discontinue features or supported assets at any time, subject to applicable law.

17. DISCLAIMERS

  • To the fullest extent permitted by law: The Platform is provided "as is" and "as available". We disclaim warranties of merchantability, fitness for a particular purpose, and non-infringement.
  • We do not warrant that the Platform will be uninterrupted, secure, or error-free, or that any transaction will be completed.

18. LIMITATION OF LIABILITY

  • To the fullest extent permitted by law, we will not be liable for indirect, incidental, special, consequential, or punitive damages; loss of profits, revenue, goodwill, data, or business opportunity; losses arising from market volatility, third-party protocols, blockchain failures, smart contract bugs, or User conduct.

  • Our aggregate liability for claims relating to the Platform will not exceed the total fees paid by you to us in the 6 months preceding the event giving rise to the claim (or USD 100 if greater), except where prohibited by law.

    Nothing in this Section limits the Company’s obligation to pay any Settlement Amount or Equivalent Value properly due under the Master Swap Agreement, Collateral Terms or applicable Product Confirmation, or any liability that cannot be limited under applicable law.

19. INDEMNITY

  • You will indemnify and hold harmless the Company and its affiliates, officers, directors, employees, and agents from claims, losses, liabilities, and expenses arising out of your use of the Platform, violation of these Terms, breach of law, or disputes with other Users.
  • This indemnity does not increase the User’s economic loss under a Swap Transaction beyond the limitation expressly set out in the Master Swap Agreement and Collateral Terms, except to the extent arising from the User’s fraud, wilful misconduct, breach of law, sanctions breach, misuse of the Platform, or third-party claims caused by the User’s conduct.

20. DISPUTE RESOLUTION; GOVERNING LAW

  • Governing law: These Terms are governed by the laws of the Republic of Panama, excluding conflict-of-law rules.

  • Dispute resolution: To the maximum extent permitted by applicable law, any dispute, claim, controversy, or cause of action, whether contractual, non-contractual, statutory, regulatory, or otherwise, arising out of, relating to, or connected in any way with these Terms, the services, the User’s account, any digital asset, transaction, instruction, restriction, suspension, termination, verification, custody, transfer, operational failure, communication, disclosure, charge, fee, reversal, investigation, compliance measure, or any other act relating to the services, as well as any issue concerning the existence, validity, formation, incorporation, scope, arbitrability, applicability, interpretation, breach, termination, or enforceability of this arbitration agreement, shall be resolved exclusively and finally by individual arbitration administered by the Panama Center for Conciliation and Arbitration (CeCAP) in accordance with its rules in force when the request for arbitration is filed.

    The seat of arbitration shall be Panama City, Republic of Panama. The arbitration shall be decided by one (1) arbitrator. The language of the arbitration shall be English; provided, however, that for validity, transparency, and consumer-protection purposes, this clause is incorporated in Spanish, and the arbitral tribunal may order translations or admit documents in Spanish where necessary to ensure due process. These Terms and any non-contractual obligations arising out of or relating to them shall be governed by the laws of the Republic of Panama.

    To the maximum extent permitted by applicable law, the User and the Company agree that any dispute subject to this arbitration agreement shall be conducted only on an individual basis. Accordingly, no dispute subject to this arbitration agreement may be filed, heard, or resolved as a class action, collective action, representative action, consolidated action, or joint proceeding, except to the extent a competent authority determines that such collective or representative treatment is a non-waivable right under applicable mandatory law.

    Likewise, to the maximum extent permitted by applicable law, neither the User nor the Company shall commence, pursue, maintain, or continue before any court, administrative authority, or other non-arbitral forum any claim subject to this arbitration agreement, nor seek to have any arbitrable dispute heard or resolved on a collective, representative, or joint basis, except in the cases expressly preserved below.

    Notwithstanding the foregoing, this clause does not prevent only:

    (a) the filing of claims, complaints, or proceedings before consumer protection, regulatory, administrative, sanctioning, or criminal authorities, or any other competent authority, but only to the extent applicable law confers non-waivable or exclusive jurisdiction on such authority;

21. CHANGES TO THESE TERMS

  • We may update these Terms from time to time. We will provide notice as required by applicable law. Continued use after the effective date of updated Terms constitutes acceptance.

22. MISCELLANEOUS

  • Entire Agreement: For general Platform access and use, these Terms and referenced policies constitute the entire agreement. For Swap Transactions, the Master Swap Agreement, each Product Confirmation, the Collateral Terms, the Swap Risk Disclosure, and any applicable product-specific terms constitute the agreement concerning those Transactions.
  • Severability: If any provision is unenforceable, the remainder remains in effect.
  • Assignment: You may not assign your rights; we may assign to affiliates/successors.
  • Force Majeure: We are not liable for events beyond our reasonable control.
  • Electronic Communications: You consent to receiving notices electronically.

CONTACT US

If you have questions about these Terms or the Services, please contact:

Vitallium Corp
Calle 50, Plaza 2000, 17th Floor, Panama City, Panama Province, Republic of Panama

XFINANCE LATAM, S.A. de C.V.
Calle Medellín 107, sin número interior, Colonia Roma Norte, Cuauhtémoc, Ciudad de México, C.P. 06700, Mexico

MANA TECHFIN & SERVICES LIMITED
02 C, 27/F., United Centre, 95 Queensway, Central and Western District, HK

support@oria.xyz

https://oria.xyz

Pegged Digital Assets. We may from time to time support Digital Assets that purport to be backed by or otherwise tied or pegged in value to another asset, including without limitation Digital Assets, Currency or commodities such as silver or gold ("Backed Digital Assets"). You acknowledge and agree that (a) you have read, understood and accepted all of the terms and conditions and risks associated with each particular Backed Digital Asset before entering into any transaction relating to that Backed Digital Asset and (b) Oria does not and will not in any circumstances have any obligation whatsoever to purchase, repurchase or effect or facilitate the redemption of your Backed Digital Assets other than to the extent required under the terms of a Backed Digital Asset issued by us or an Oria Affiliate. We reserve the right to change, suspend, or discontinue any service in relation to any Backed Digital Asset at any time at our discretion. We make no representation as to whether any particular Backed Digital Asset will hold its value as against any asset, nor as to the amount or quality of reserves or collateral held by each issuer or any third party in relation to any Backed Digital Asset.

The Company is not a trustee, custodian or bailee of the Collateral.

  • Early Termination. For some reference assets, you cannot exit before maturity. For others, early termination is available and may be subject to a valuation adjustment, meaning you receive less than the indicative value.

  • Position Record. The Platform creates a Position Record of each Transaction in the User’s account, which may be recorded on a blockchain. The Position Record evidences the Transaction, and the Position Record does not represent a share, unit, note, loan interest, beneficial interest or title to any asset. Position Records are non-transferable and are linked to the User’s verified account.

  • Before entering into any Swap Transaction, you must separately review and accept the Master Swap Agreement, the applicable Product Confirmation, the Swap Risk Disclosure and the Collateral Terms through the Platform.

    • (b) applications to competent courts for interim, provisional, or conservatory measures in support of the arbitration, or to preserve assets, evidence, confidentiality, account security, or the effectiveness of the arbitral proceedings;

    (c) judicial proceedings strictly necessary for the recognition, enforcement, or annulment of an arbitral award, only in the cases and on the grounds expressly provided by law; and

    (d) any claim that a competent authority determines, as a matter of mandatory law, cannot be submitted to individual arbitration.

    The parties further agree that the arbitral tribunal shall have exclusive authority to decide, as a threshold matter, any objection concerning arbitrability, jurisdiction, existence, validity, scope, enforceability, applicability, or individual nature of this arbitration agreement, as well as any allegation that these Terms are wholly or partially void, without prejudice to the limited recourse against the award provided by law.

    To the maximum extent permitted by applicable law, the User and the Company waive the right to raise or maintain before any court or other non-arbitral authority, with respect to disputes subject to this clause, objections based on inconvenient forum, impropriety of arbitration, lis pendens, nullity, ineffectiveness, or inapplicability of this clause, and agree to raise such objections exclusively before the arbitral tribunal, except where a mandatory rule expressly provides otherwise.

    If a competent authority determines that a specific claim cannot be submitted to individual arbitration, that claim, and only that claim, may proceed before the competent authority or court to the strictly limited extent required by law; all other disputes shall remain subject to individual arbitration. This clause shall be interpreted broadly, in favor of individual arbitration, and shall survive termination of the contractual relationship, account closure, and any allegation that these Terms are void.