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Terms and Conditions

Cuanto — Partner Terms of Service

Effective date: [DATE] · Version 3.0 (draft for legal review)

Company: Cuanto AI Inc., a Delaware corporation with registered address at 251 Little Falls Drive, Wilmington, DE 19808 ("Cuanto," "Company," "we," "us").

Partner: The business entity accepting these Terms ("Partner," "you").

These Partner Terms of Service ("Terms") govern your access to and use of Cuanto's commerce-layer platform and all components made available by Cuanto, including the MCP Connector, Commerce API, Chat Widget, Cashback Rewards Layer, Product Cards, dashboards, tracking links, reporting tools, and any related services or data feeds (collectively, the "Services"). By creating an account, clicking "I agree," executing an Order Form, or otherwise accessing or using the Services, you represent that you are authorized to bind your organization and you agree to be bound by these Terms.

If you do not agree to these Terms, do not access or use the Services.

1. Definitions

For purposes of these Terms:

  • "Affiliate" means an entity that controls, is controlled by, or is under common control with a party.
  • "API" means Cuanto's application programming interface, including the MCP server and any successor interfaces.
  • "Brand Catalog" means the catalog of merchants, brands, products, prices, images, and related metadata that Cuanto makes available through the Services.
  • "Cashback Layer" means Cuanto's cashback rewards component that enables Partner to offer cashback or similar rewards to End Users.
  • "Chat Widget" means Cuanto's embeddable conversational shopping assistant.
  • "Company Fee" has the meaning set forth in Section 7.1.
  • "Confidential Information" has the meaning set forth in Section 11.1.
  • "End User" means any natural person who interacts with the Services through Partner's product, app, website, agent, or other deployment.
  • "Gross Commission" means the gross commission amount reported to Cuanto by an Upstream Network for a Transaction generated by Partner, before deduction of the Company Fee or any pass-through costs.
  • "MCP" means the Model Context Protocol interface exposed by Cuanto, including the MCP Connector.
  • "Net Commission" means the Gross Commission minus the Company Fee.
  • "Order Form" means a written or electronic order document executed by the parties (or a click-through on-Service flow) that references these Terms and may specify Services, fees, or product-specific terms.
  • "Paid Transaction" means a Transaction for which Cuanto has received cleared funds from the applicable Upstream Network.
  • "Partner Data" means data submitted by Partner to the Services, including account information, payout details, and tracking parameters supplied by Partner. Partner Data does not include End User Data (defined in the DPA) or aggregated/de-identified data.
  • "Product Cards" means Cuanto's embeddable shoppable product display components.
  • "Redeemable Balance" means the aggregate Net Commission for Paid Transactions, minus any clawbacks, offsets, holds, or pass-through deductions permitted under these Terms.
  • "Redemption Request" has the meaning set forth in Section 7.4.
  • "Service-Specific Terms" means any additional terms applicable to a particular Service component (e.g., Chat Widget Terms, Cashback Layer Terms), which may be referenced in an Order Form or posted by Cuanto and incorporated by reference.
  • "Services" has the meaning set forth in the preamble.
  • "Transaction" means a click, lead, order, or other tracked event reported to Cuanto by an Upstream Network as attributable to Partner.
  • "Upstream Network" means a third-party merchant, advertiser, or affiliate network whose programs are made accessible to Partner through the Services.

2. Relationship and Scope

2.1 Commerce-layer role. Cuanto operates a commerce-layer platform that connects Partner to Upstream Networks and merchants, and provides embeddable components (MCP Connector, Commerce API, Chat Widget, Cashback Layer, Product Cards) that Partner may deploy within its own products, apps, websites, or agents. Cuanto is not a party to, and does not guarantee, any Upstream Network's program terms, commission rates, or payment practices.

2.2 No exclusivity. Except as expressly stated in an Order Form, nothing in these Terms restricts either party from working with other partners, networks, merchants, or competing platforms.

3. Eligibility and Account Registration

3.1 Eligibility. You represent that you and your organization are legally permitted to enter into these Terms, are not subject to trade sanctions, and are not on any U.S. government restricted-party list.

3.2 Accurate information. You will provide and keep current accurate registration, contact, billing, and payout information.

3.3 Account security. You are responsible for all activity that occurs under your account credentials, including API keys, MCP tokens, and widget keys. You will notify Cuanto promptly of any suspected unauthorized access.

3.4 Electronic acceptance. You consent to transact electronically. Acceptance of these Terms by click-through, by executing an Order Form, or by use of the Services constitutes a legally binding signature under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) and analogous laws.

4. License to the Services

4.1 General license grant. Subject to your compliance with these Terms, Cuanto grants you a limited, non-exclusive, non-transferable, revocable license during the term to access and use the Services for your internal business purposes and, where the Services are designed to be deployed to End Users (e.g., Chat Widget, Product Cards, Cashback Layer), to deploy and make available the Services to your End Users solely as part of your products, apps, websites, or agents.

4.2 Sublicense to End Users. To the limited extent necessary to operate the Chat Widget, Product Cards, Cashback Layer, MCP Connector deployments exposed to End Users, or other End-User-facing components, Cuanto grants Partner a limited right to sublicense the user-facing functionality of those components to its End Users, provided that (a) Partner's End User terms are no less protective of Cuanto and its Upstream Networks than these Terms, and (b) Cuanto remains the licensor of the underlying technology and Brand Catalog.

4.3 Acceptable use of API, MCP, and embeddable components. You will:

  • use API keys, MCP tokens, and widget keys solely for your own account and not share them with third parties;
  • comply with documented rate limits, quotas, and security requirements; Cuanto may throttle, suspend, or revoke access for excessive or anomalous usage;
  • not reverse engineer, decompile, scrape, or attempt to extract the source code or non-public structure of the Services;
  • not use the Services or any output thereof to train, fine-tune, or improve any machine-learning model that competes with the Services or with Cuanto's Brand Catalog or intent dataset;
  • not resell, sublicense (other than as expressly permitted in Section 4.2), white-label, or provide access to the Services to third parties without Cuanto's prior written consent;
  • not modify, frame, alter, or interfere with the operation, branding, or attribution of any Cuanto component, except as expressly permitted by Cuanto's published customization options;
  • not use the Services in any manner that violates applicable law, infringes third-party rights, or interferes with the integrity, security, or performance of the Services; and
  • ensure that Partner's deployment of the Services complies with the policies of the relevant Upstream Networks and app stores (where applicable).

4.4 Brand Catalog use. Cuanto grants Partner a limited, revocable license to display Brand Catalog content (product names, descriptions, images, prices, brand logos) solely within Partner's deployment of the Services and solely while these Terms are in effect. Partner will not (i) cache or store Brand Catalog content beyond what is operationally necessary to serve End Users, (ii) use Brand Catalog content outside the Services, or (iii) modify, retouch, or misrepresent Brand Catalog content. Brand Catalog content is provided "as is"; prices, availability, and product details may change, and Cuanto does not warrant accuracy.

4.5 AI-generated outputs. Where the Services or MCP return AI-generated content (including summaries, recommendations, or analyses), such outputs are provided for informational purposes only, may contain errors or omissions, and should not be relied upon without independent verification. Partner is responsible for any decisions made (and any representations made to End Users) based on such outputs.

4.6 Reservation of rights. Cuanto and its licensors retain all right, title, and interest in and to the Services, the API, the MCP, the Chat Widget, the Product Cards, the Cashback Layer, and all related intellectual property. No rights are granted except as expressly set forth in these Terms. Partner's use of any Cuanto trademark, logo, or branding requires Cuanto's prior written consent except where necessary to operate an End-User-facing component as designed.

4.7 Feedback. If Partner provides feedback or suggestions about the Services, Cuanto may use such feedback without restriction or obligation to Partner.

5. Service-Specific Terms

5.1 Chat Widget, Product Cards, and MCP Connector. Partner is responsible for the placement, context, and framing of Cuanto components within its product. Minor cosmetic issues in the rendering of End-User-facing components are not a material breach of these Terms unless persistent and uncured following reasonable notice.

5.2 Cashback Layer.

  • (a) Partner as cashback issuer. Unless an Order Form expressly states otherwise, Partner is the merchant of record and issuer of any cashback or rewards offered to its End Users through the Cashback Layer. Partner is solely responsible to its End Users for the existence, amount, terms, eligibility, and payment of cashback or rewards, and for compliance with all applicable consumer-protection, gift-card, prepaid-access, and financial-regulatory laws.
  • (b) Funding. Cashback amounts payable to End Users are funded from Partner's Redeemable Balance or as otherwise agreed in an Order Form.
  • (c) Disclosures. Partner will provide clear, conspicuous, and accurate disclosures to End Users about cashback eligibility, timing, conditions, and potential reversals (including clawbacks from Upstream Networks).

5.3 MCP Connector. When Partner exposes the MCP Connector through an AI agent or assistant available to End Users, Partner will ensure End Users receive appropriate disclosures that recommendations may be commercial in nature and that purchases through the agent may generate commissions for Partner.

5.4 Commerce API. Partner may build internal tools, products, or End-User-facing experiences on top of the Commerce API, subject to Sections 4.3 and 4.4. Partner remains responsible for all interactions with End Users routed through its API integrations.

6. Tracking, Attribution, and Reporting

6.1 Attribution rules. Attribution is subject to Upstream Network terms, including cookie windows, last-click rules, device or browser limitations, consent requirements, ad blockers, and other factors outside Cuanto's reasonable control.

6.2 Reporting delays and revisions. Reporting may be delayed or revised. Transactions may change status (e.g., pending → approved → paid or reversed) based on Upstream Network validation, returns, cancellations, fraud checks, or policy violations.

6.3 Source of truth. Where discrepancies exist between Cuanto's records and an Upstream Network's records, the records and final determinations of the Upstream Network will prevail.

7. Commissions, Fees, Redemptions, and Clawbacks

7.1 Company Fee. Cuanto charges a fee equal to twenty percent (20%) of the Gross Commission (the "Company Fee"), unless a different rate is set forth in an Order Form. The Services may display Partner's earnings as a Net Commission. By way of example, a Transaction generating a €10 Gross Commission will be displayed as €8 Net Commission.

7.2 No other fees. Except for (a) the Company Fee, (b) pass-through deductions under Section 7.7, and (c) any fees expressly set forth in an Order Form executed by Partner, Cuanto will not charge Partner any subscription, setup, license, or recurring fee for access to the Services. Cuanto operates on a pay-on-revenue basis.

7.3 Status definitions.

  • Pending — reported by an Upstream Network but not yet validated.
  • Approved — validated by the Upstream Network but not yet paid to Cuanto.
  • Paid — Cuanto has received cleared funds from the Upstream Network for the Transaction. Only Paid Transactions accrue to the Redeemable Balance.

7.4 Status changes. Statuses and amounts are derived from data received from Upstream Networks and may be delayed, corrected, adjusted, or reversed at any time, including after a Transaction has been marked Paid.

7.5 Redemptions. Partner may request a payout by initiating a redemption through the Services (each, a "Redemption Request"). Cuanto will process valid Redemption Requests within five (5) business days, subject to compliance checks, fraud review, verification, and payment-processor timing outside Cuanto's control.

7.6 Minimum threshold. The minimum Redeemable Balance required to process a redemption is US $100 (the "Minimum Threshold"). Cuanto will not increase the Minimum Threshold without Partner's written consent.

7.7 Compliance holds. Cuanto may delay or deny a Redemption Request, or hold all or part of Partner's balance, where Cuanto reasonably suspects fraud, policy violation, abnormal patterns, or where required by an Upstream Network, payment processor, regulator, or applicable law.

7.8 Pass-through deductions. Cuanto may deduct from redemption amounts only pass-through costs it cannot reasonably control, including (i) payment-processor fees; (ii) bank transfer fees (wire, ACH, SEPA); (iii) FX conversion fees; and (iv) chargeback-related fees assessed by merchants, Upstream Networks, or payment providers. Such fees will be disclosed in the Services or in the applicable Order Form.

7.9 Claims for unattributed or misattributed Transactions.

  • (a) Claim window. Partner may submit a claim for an unattributed or misattributed Transaction within thirty (30) days of the order date, unless the relevant program specifies a shorter or longer period.
  • (b) Required information. Claims must include: merchant/program, order ID, order date, order amount, and reasonable proof of purchase (e.g., receipt or confirmation email).
  • (c) Submission SLA. Cuanto will use commercially reasonable efforts to submit eligible claims to the applicable Upstream Network within five (5) business days after receiving complete information.
  • (d) No guaranteed outcome. Claim acceptance, rejection, and adjustment are determined by the Upstream Network. Cuanto does not guarantee claim recovery.

8. Payment Method, Verification, and Errors

8.1 Payout details. Partner must provide accurate payout details. Cuanto is not responsible for delays, losses, or failed payments caused by incorrect or incomplete information.

8.2 Verification. Cuanto may require identity, business, or banking verification (including KYC/AML procedures) prior to processing a redemption and may suspend or delay payouts until verification is completed to Cuanto's reasonable satisfaction.

8.3 Failed or returned payouts. If a payout fails or is returned, Cuanto may reattempt after Partner updates payment details and may charge reasonable reprocessing or banking fees where applicable.

8.4 Payment processors. Cuanto may use third-party payment processors and banking partners to execute payouts. Use of the payout feature may be subject to additional terms imposed by those providers.

9. Partner Obligations and Prohibited Conduct

9.1 Lawful conduct. Partner will comply with all applicable laws, including advertising, consumer protection, competition, privacy, anti-spam, anti-money-laundering, anti-corruption (including the U.S. Foreign Corrupt Practices Act), and economic-sanctions laws.

9.2 Prohibited conduct. Unless expressly permitted in writing by Cuanto and the applicable Upstream Network, Partner will not:

  • (a) generate fraudulent, incentivized, misleading, or non-genuine traffic, leads, or Transactions;
  • (b) use bots, click farms, malware, forced clicks, cookie stuffing, ad injection, or unauthorized redirects;
  • (c) bid on restricted trademarks or run paid-search activity prohibited by the applicable program;
  • (d) misrepresent discounts, cashback, coupons, or program terms;
  • (e) target minors or use targeting practices prohibited by applicable law; or
  • (f) engage in any activity that breaches an Upstream Network's policies.

9.3 End-User disclosures. Partner will provide End Users with all legally required disclosures regarding (a) the commercial nature of recommendations and links, (b) the use of cookies and tracking technologies, (c) the collection and use of personal data, and (d) cashback or rewards terms. Partner is solely responsible for obtaining any required consents from End Users.

9.4 Non-Circumvention. During the term of these Terms and for a period of twelve (12) months after termination or expiration, Cuanto shall not knowingly use Partner Data or Confidential Information specifically identifying a Partner-introduced merchant, sub-affiliate, or business partner (a "Restricted Counterparty") to directly or indirectly (a) solicit such Restricted Counterparty to enter into a commercial relationship with Cuanto that bypasses Partner in a manner that would have otherwise generated commissions for Partner under these Terms, or (b) disintermediate Partner in its existing commercial relationship with such Restricted Counterparty.

Exclusions. This Section 9.4 does not restrict Cuanto from: (i) continuing or expanding any relationship that existed prior to Partner's introduction or that Cuanto independently developed without use of Partner Data or Confidential Information; (ii) engaging with any Restricted Counterparty that independently approaches Cuanto; (iii) marketing the Services generally, including via channels that may reach a Restricted Counterparty; or (iv) any activity required to operate, secure, or improve the Services generally.

10. Term, Suspension, and Termination

10.1 Term. These Terms remain in effect until terminated as provided herein, and govern any active Order Form or Upstream Network disputes.

10.2 Suspension. Cuanto may suspend or limit Partner's account or access to specific programs at any time for compliance, risk, or operational reasons, with notice where practicable.

10.3 Termination for convenience. Either party may terminate these Terms at any time by giving the other party at least thirty (30) days' prior written notice.

10.4 Termination for cause. Cuanto may suspend or terminate immediately upon notice for fraud, material breach not cured within ten (10) business days of notice, policy violations, or illegal activity. Either party may terminate immediately if the other becomes insolvent or enters bankruptcy proceedings.

10.5 Effect of termination. Termination does not affect Partner's right to receive amounts that subsequently become Paid for Transactions generated before termination. Cuanto will keep the account open as needed to process redemptions until all remaining upstream payments settle, subject to ongoing compliance and clawback rights. Cuanto may withhold or cancel unpaid balances where required by Upstream Network policy, fraud determination, or legal obligation. On termination, Partner will promptly cease all use of the Services, remove all Cuanto-provided embeddable components from its products, and stop displaying Brand Catalog content.

10.6 Survival. Sections 1, 4.4, 4.6, 4.7, 7.9–7.13, 9.4, 9.5, 10.5, 10.6, 11, 12, 13, 14, 15, 16, 17, and 18 survive termination.

11. Confidentiality, Audit, and Data Protection

11.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that, given its nature and the circumstances of disclosure, should reasonably be understood as confidential, including program terms, commission rates, technical details, and commercial arrangements. Confidential Information does not include information that is (a) publicly available without breach, (b) independently developed without use of the other party's Confidential Information, (c) rightfully received from a third party without restriction, or (d) required to be disclosed by law (subject to reasonable advance notice where lawful).

11.2 Use and protection. Each party will use the other's Confidential Information solely to exercise its rights and perform its obligations under these Terms, and will protect it using at least the degree of care it uses to protect its own confidential information of similar importance (and no less than reasonable care).

11.3 Limited audit. No more than once per calendar year, Partner may request information reasonably necessary to verify Cuanto's calculation of Partner's balances, redemption payouts, and reversals or offsets applied to Partner. The audit is limited to Partner's own account data. Partner will provide at least ten (10) business days' prior written notice. Each party shall bear its own costs of the audit, provided that in no event shall either party's recoverable or reimbursable audit costs exceed the lesser of (i) US $2,500 or (ii) ten percent (10%) of the amounts examined during the audit period. If the audit identifies an underpayment to Partner equal to or exceeding five percent (5%) of amounts due during the audited period, Cuanto shall (a) promptly remit the underpaid amount with interest at the lesser of 1% per month or the maximum rate permitted by law, and (b) reimburse Partner's reasonable audit costs up to the cap set forth in this Section.

11.4 Data use. Cuanto will not sell Partner Data or information that identifies Partner's individual End Users. Cuanto will use Partner Data to provide and improve the Services, prevent fraud and abuse, and comply with applicable law, and as further permitted in Section 9.5.

11.5 Subprocessors. Cuanto may share Partner Data with Upstream Networks, payment processors, banking partners, hosting/cloud providers, and other service providers bound by confidentiality and data-protection obligations, as necessary to operate the Services.

12. Intellectual Property Ownership

Except for the limited licenses granted in these Terms, each party retains all right, title, and interest in and to its own intellectual property, technology, and data. Nothing in these Terms transfers ownership of any intellectual property between the parties.

13. Disclaimers

13.1 As-is basis. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUANTO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

13.2 No uninterrupted service. CUANTO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ALL TRANSACTIONS WILL TRACK, BE APPROVED, OR BE PAID.

13.3 AI outputs. AI-GENERATED OUTPUTS ARE NOT WARRANTED FOR ACCURACY, COMPLETENESS, OR FITNESS FOR ANY DECISION-MAKING PURPOSE.

13.4 Brand Catalog accuracy. PRICES, AVAILABILITY, IMAGES, AND PRODUCT DETAILS IN THE BRAND CATALOG ARE PROVIDED BY UPSTREAM NETWORKS AND MAY BE INCOMPLETE, OUTDATED, OR INCORRECT. CUANTO DISCLAIMS LIABILITY FOR INACCURACIES IN THE BRAND CATALOG.

14. Limitation of Liability

14.1 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUANTO'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL COMPANY FEES RETAINED BY CUANTO FROM PARTNER'S GROSS COMMISSIONS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) US $1,000.

14.2 Excluded damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUES, LOST DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.3 Exclusions from cap. The cap and exclusions in this Section 14 do not apply to (a) a party's indemnification obligations under Section 15, (b) breach of confidentiality under Section 11, (c) Partner's breach of Section 4.3 (acceptable use) or Section 9 (prohibited conduct), or (d) a party's gross negligence, willful misconduct, or fraud.

15. Indemnification

15.1 Partner indemnity. Partner will defend, indemnify, and hold harmless Cuanto and its officers, directors, employees, and agents from third-party claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to (i) Partner's traffic sources, content, promotions, or marketing practices; (ii) Partner's breach of these Terms; (iii) Partner's violation of applicable law; (iv) fraud, abuse, or misconduct by Partner or anyone acting on Partner's behalf; (v) any claim by an End User of Partner arising from Partner's deployment of the Services (including any cashback obligation under Section 5.2); or (vi) Partner's failure to provide required End-User disclosures or consents.

15.2 Cuanto IP indemnity. Cuanto will defend, indemnify, and hold harmless Partner and its officers, directors, employees, and agents from third-party claims alleging that the Services as provided by Cuanto infringe or misappropriate a U.S. patent, copyright, trademark, or trade-secret right of such third party. This indemnity does not apply to the extent the claim arises from (a) Partner's content or modifications; (b) combination of the Services with non-Cuanto products or services; (c) Partner's misuse of the Services; or (d) Partner's breach of these Terms. If a claim is made or appears likely, Cuanto may, at its option, (i) procure for Partner the right to continue using the affected portion of the Services, (ii) replace or modify it so that it is non-infringing, or (iii) terminate the affected portion and refund any prepaid, unused fees.

15.3 Procedure. The indemnified party will (a) promptly notify the indemnifying party of the claim, (b) grant the indemnifying party sole control of the defense and settlement (provided no settlement may impose obligations on the indemnified party without consent, not to be unreasonably withheld), and (c) provide reasonable cooperation at the indemnifying party's expense.

15.4 Sole remedy. Section 15.2 states Partner's exclusive remedy, and Cuanto's entire liability, for any third-party intellectual-property infringement claim relating to the Services.

16. Changes to These Terms

Cuanto may update these Terms from time to time. Cuanto will give Partner at least thirty (30) days' prior written notice (via email or in-Service notification) of any material change, including changes to (i) the Company Fee percentage; (ii) the Minimum Threshold; (iii) redemption eligibility mechanics (including the meaning of "Paid"); or (iv) data-use restrictions. If Partner does not agree to a material change, Partner may terminate these Terms before the effective date of the change without penalty and is entitled to redeem any Redeemable Balance in accordance with Section 7. Continued use of the Services after the effective date of an update constitutes acceptance of that update.

17. Governing Law and Dispute Resolution

17.1 Governing law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

17.2 Venue. Subject to Section 17.3, the parties consent to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, for any action arising out of or relating to these Terms.

17.3 Arbitration. [OPTIONAL — to be confirmed with counsel] Any dispute arising out of or relating to these Terms that cannot be resolved through good-faith negotiations within sixty (60) days will be finally resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules, with a single arbitrator, seated in Wilmington, Delaware, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. Nothing in this section limits either party's right to seek injunctive or equitable relief in court to protect its intellectual property or Confidential Information.

17.4 Class-action waiver and jury waiver. EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY.

18. General

18.1 Entire agreement. These Terms, together with any Order Forms, Service-Specific Terms, the DPA, schedules, or addenda referenced herein and signed or accepted by the parties, constitute the entire agreement between the parties with respect to the Services and supersede all prior or contemporaneous communications.

18.2 Assignment. Neither party may assign, transfer, or delegate its rights or obligations under these Terms without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed; except that either party may assign these Terms (a) to an Affiliate, or (b) in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, without the other party's prior consent, provided that the assignee agrees in writing to assume the assignor's obligations under these Terms.

Change of control. If a party undergoes a change of control to a direct competitor of the other party, the other party may terminate these Terms on thirty (30) days' written notice.

18.3 Force majeure. Neither party shall be liable for any failure or delay in performance (other than payment obligations and confidentiality obligations) caused by acts of God, war, terrorism, civil unrest, epidemics or pandemics, government action, natural disasters, internet or utility outages outside the affected party's reasonable control, or other similar events ("Force Majeure Events"). The affected party shall promptly notify the other party and use commercially reasonable efforts to resume performance. If a Force Majeure Event continues for more than thirty (30) days, the non-affected party may terminate these Terms without penalty, and Section 10.5 (Effect of Termination) shall apply.

18.4 Notices. All notices under these Terms shall be in writing and delivered (a) by email to the address designated by the receiving party (with confirmation of delivery), (b) by internationally recognized overnight courier, or (c) by certified mail, return receipt requested. Notices to Cuanto shall be sent to Cuanto AI Inc., 251 Little Falls Drive, Wilmington, DE 19808, Attn: Legal, with a copy by email to [email protected] (or such other address as Cuanto may designate). Notices to Partner shall be sent to the email or business address on file in Partner's account. Either party may change its notice address by giving notice in accordance with this Section.

18.5 Severability. If any provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent.

18.6 No waiver. Failure to enforce any right is not a waiver of that right.

18.7 No third-party beneficiaries. These Terms do not confer any rights on any person or entity other than the parties and their permitted successors and assigns.

18.8 Export and sanctions. Each party will comply with U.S. export-control and economic-sanctions laws. Partner represents it will not use the Services in violation of such laws.

18.9 Anti-corruption. Each party will comply with applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act.

18.10 Headings. Section headings are for convenience only and do not affect interpretation.

18.11 Counterparts and electronic signature. These Terms may be executed in counterparts and by electronic signature, each of which is deemed an original and together constitute one instrument.

19. Contact

Questions or notices: [email protected]

By creating an account, clicking "I agree," executing an Order Form, or otherwise using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.