Terms and Conditions

Last Updated: May 28, 2026

IMPORTANT NOTICE: We request that you carefully read these terms before accessing, using, or interacting with the site, any interface, or functionality. By doing so, including by linking your "Wallet" or creating an identifier on the site, you represent that you have the legal capacity to enter into a binding agreement, that you have read and understood the entirety of these Terms, and that you agree to be bound by them, including the binding arbitration agreement and the class action waiver provided for in Section 9.

The operational functionalities of the Site, the Platform, and the Technological Characteristics (as defined below) are not available to persons or entities that reside, are located, are incorporated, maintain a registered office, or have their principal place of business in any restricted jurisdiction, including the Republic of Panama, as defined in Section 5. They are likewise not available to persons or entities that (i) act for the account of or on behalf of a Restricted Person (as defined below), or (ii) are directed, coordinated, or controlled by a Restricted Person (who will likewise be considered Restricted Persons, as defined below). This restriction admits no exceptions. If you qualify as a Restricted Person (as defined in Section 5), refrain from using the Site, the Platform, or the Technological Characteristics. The use of virtual private networks ("VPN") or analogous tools to circumvent or attempt to circumvent the restrictions set forth herein is strictly prohibited, in accordance with the provisions of Section 5. Any breach of these terms may result in your "Wallet" being placed in close-only mode, the restriction of your access to the Technological Characteristics, and/or the termination of your access, at the Company's sole discretion, in accordance with Section 5.

SECTION 1. INTRODUCTION

These Terms and Conditions of Use of SMPL PA OP, S.A. (the "Company") are intended to establish the general conditions under which any person who requests in their own right the services offered herein by the Company ("You" or the "User") is authorized to access, use, and interact with the services, content, and functionalities provided by the Company (the "Terms and Conditions").

Users accept that the Company may partially or totally modify these Terms and Conditions from time to time, with those that are in effect and published on www.palpito.com (the "Site") at the time of access or use of the services being applicable.

The User's access to and use of the Site and the Company's services shall be conditioned upon the prior and express acceptance of these Terms and Conditions, as well as of the other documents that are incorporated by reference, including the Privacy Notice and the Cookie Notice (collectively, the "Terms").

Such consent may be collected through electronic mechanisms enabled in the platform's registration flow, including without limitation clickwrap-type agreements, that allow you to express your acceptance of the terms, including by way of example but not limitation, account creation, selection of acceptance buttons, the checking of a verification box, or another equivalent electronic mechanism that entails an express manifestation of will.

Once acceptance is granted, the User shall be bound by the Terms, which constitute the entire agreement between You and the Company.

These Terms are applicable to (i) all content, informational functionality, and informational characteristics (the "Content Characteristics") available on the Site and any other site on which the Terms are published (each, as applicable, an "Interface") and (ii) software, including without limitation the blockchain-based protocol and smart contracts (the "Protocol") known as Pálpito (the "Platform"), which may be available to users upon connecting their self-custodied wallets through an Interface, including without limitation the Site (the "Technological Characteristics" and together with the Content Characteristics, the "Functionalities").

If you are in a Restricted Jurisdiction (as defined below), you may only use the Content Characteristics on the Site and may not access the Technological Characteristics or the Platform.

The headings of each section of these Terms and Conditions are included solely to facilitate reading and have no binding character. Such headings shall not be used to interpret or modify the content or scope of the provisions contained herein. In the event of a discrepancy between the headings and the text, the content of each section shall prevail.

SECTION 2. SITE AND FUNCTIONALITIES

The Site and the Platform allow users to access and use the Functionalities, including the Content Characteristics and the Technological Characteristics, by means of which it is possible to participate in markets related to real-world events through interaction with smart contracts deployed on blockchain networks (the "Contracts").

In particular, the Technological Characteristics enable the formation and operation of markets in which Users may take positions based on the occurrence of certain events, the outcomes of which are determined in accordance with the rules previously defined in the Contracts.

The Contracts available through the Platform constitute peer-to-peer agreements between Users, the value or outcome of which depends on events verifiable in accordance with the rules applicable to each market.

The Contracts do not constitute and shall not be interpreted as: (i) securities, instruments, or securities subject to securities market legislation; (ii) regulated financial instruments or derivatives; (iii) a collective investment scheme; nor (iv) gaming, betting, or games of chance activities subject to special authorizations or regulation.

Operation of the Platform

The Platform is operated directly by the Company, which is the owner of the technology that supports it. In this regard, the Company provides access to the Functionalities and to the technological infrastructure that enables interaction with the Contracts.

The Company does not act as a counterparty in the transactions carried out by the Users nor does it maintain its own positions in the markets available through the Platform, nor does it provide execution, clearing, or settlement services on behalf of the Users.

Transactions may involve the assignment, transmission, or exchange of positions between Users within the Platform itself by means of the Technological Characteristics. The Company merely facilitates the corresponding technological operability for interaction between Users, without assuming its own positions or intervening discretionarily in the transactions carried out between Users.

Likewise, the Company does not administer third-party accounts nor does it have direct discretionary control over the transactions or the assets of the Users outside the automated logic of the Contracts. The foregoing is without prejudice to the powers of suspension, restriction, or limitation of access provided for in these Terms.

Execution by means of Contracts

The transactions carried out through the Technological Characteristics are executed by means of Contracts deployed on blockchain networks, which operate automatically in accordance with previously established conditions, including, without limitation, the execution of orders, the assignment of positions, and the settlement of outcomes.

The Company does not intervene discretionarily in the execution of such transactions, beyond facilitating the User's access to the Functionalities.

The User may revoke the access granted to the Company at any time through the Platform. It is clarified that the access that you may grant us shall in no way allow the Company to:

Withdraw resources from your Wallet to addresses other than those designated for the purpose of participating in the Contracts,
Transfer resources from your Wallet to addresses unrelated to the Contracts,
Execute any instruction related to the opening or closing of positions in the Contracts, without the express consent of the User, and likewise not
Access your Wallet if you revoke your access authorization.

Use of Wallet and self-custody

To use the Technological Characteristics, the User must connect a self-custody digital wallet (the "Wallet"), with respect to which the User retains at all times exclusive control of their private keys and of the associated cryptoassets.

The Company does not have access, control, possession, or custody over the User's Wallet or over the cryptoassets contained therein at any time.

The Wallet used by the User to interact with the Platform is provided and operated by an independent third party, who acts as a technological infrastructure provider of non-custodial wallets. In this regard, the User acknowledges that the creation, administration, access recovery, custody of private keys, and other functionalities associated with the Wallet are the exclusive responsibility of such provider and of the User itself, without the intervention of the Company.

The Company does not have access to the User's private keys, cannot sign transactions on their behalf, nor can it transfer assets from the User's Wallet without their direct authorization through the corresponding technical mechanisms.

Distinction between the User's Wallet and funds in the Contracts

The User acknowledges and accepts that there is a fundamental distinction between (i) the digital assets held in their non-custodial Wallet, with respect to which the User retains at all times exclusive control, and (ii) the digital assets that, as a result of their participation in the markets available on the Platform, are transferred to the Contracts (on-chain escrow).

With respect to the assets in the User's Wallet, the Company does not at any time have access, control, possession, or custody over them or over the associated private keys.

For their part, the assets transferred to the Contracts cease to be under the direct control of the User and become subject to the operational logic and rules of the corresponding market, and may be administered in accordance with such rules by the Company in its capacity as market operator, including their retention in escrow until the resolution of the event.

The User acknowledges that these two scenarios have a distinct nature and treatment, and that participation in the markets entails the express acceptance of such mechanics.

Funds in Contracts (on-chain escrow)

In the context of the use of the Technological Characteristics, the funds associated with the User's participation in certain markets may be transferred from their Wallet to specific Contracts, which function as automated safekeeping mechanisms on blockchain networks.

Such Contracts keep the funds locked until the resolution of the corresponding market and carry out the automatic distribution thereof in accordance with the defined outcomes.

The User acknowledges that the funds transferred to such Contracts cease to be under their direct control in their Wallet during the time they remain in such mechanisms, without this implying that the Company has custody over them, but rather that such funds are governed principally by the logic of the Contracts, without prejudice to the limited operational functions of the Company in accordance with the provisions of these Terms and Conditions.

The User acknowledges that this mechanism does not constitute the provision of custody services by the Company or by third parties. Likewise, such funds are subject principally to the programmed logic of the Contracts, without prejudice to the limited operational functions of the Company necessary for the functioning of the market, and not to individualized discretionary instructions of the User, without prejudice to the provisions of the "Use of market funds" section.

In this regard, the Company (i) is not involved in providing or transmitting such information directly to the blockchain networks; (ii) does not execute transactions on behalf of the User nor intervene discretionarily in them; (iii) does not have access to nor can it control or provide guarantees in relation to your Wallet, and (iv) does not have authority over, nor does it take possession or custody of, the User's cryptoassets at any time.

We instruct you to exercise due caution and care when interacting with any immutable blockchain technology, you being solely responsible for such interactions. Additionally, the Company does not control the deployed Contracts, the software underlying which the blockchain networks are formed or the Protocol is deployed.

Blockchain networks and limitations

In general, the software underlying the blockchain networks, including the Solana network, is open source, such that anyone may use, copy, modify, and distribute it.

The Company does not own or control the Protocol or the Solana blockchain network on which the Protocol has been deployed. The Company is not responsible for the operation of the underlying Solana blockchain network, and the Company grants no warranty, express or implied, regarding the functionality, security, availability, or performance of the network.

The Company has no capacity, nor any responsibility or obligation, to control, maintain, provide, operate, or improve the blockchain network underlying the Protocol or the activity or data thereon, and the User expressly exonerates and releases the Company from any liability related to the foregoing. The Company is not responsible for the activities of persons or entities that develop or use applications or that validate or verify transactions or other operations related to blockchain networks operated by third parties, and the User solely assumes all risks arising from such activities. The Company cannot control how blockchain networks operated by third parties market their blockchain networks, and Users must not assume that any blockchain networks operated by third parties are affiliated with the Company.

User responsibility and risks

The User is solely responsible for familiarizing themselves with their Wallet and its security and protection characteristics, including any private keys, recovery phrases, access credentials, and passwords associated with it, as well as any additional authentication mechanism enabled by the Wallet provider. The Company does not access and cannot access the private key, recovery phrase, password, access credentials, or any cryptoassets held within the User's Wallet, nor can it reverse any transaction that the User initiates with their Wallet (or otherwise).

The User acknowledges, understands, and expressly accepts that the loss, misplacement, theft, disclosure to third parties, forgetting, or any other impairment of access to their private keys, recovery phrases, passwords, access credentials, or authentication mechanisms may result in the total, definitive, and irreversible loss of access to their Wallet and to all of the cryptoassets contained therein, without any possibility of recovery by the Company. The Company does not have, nor is it obligated to have, backup, recovery, or credential or private key restoration mechanisms, and under no circumstances may it assist the User in the recovery of cryptoassets lost as a consequence of such events. Any recovery mechanism that, where applicable, the independent Wallet provider may offer is the exclusive responsibility of such third party and of the User itself, without any intervention or liability of the Company.

The Company is not responsible for the manner in which the User uses their Wallet, nor for the losses, damages, or harm arising from the loss of access to it, with the User expressly and irrevocably exonerating it from all liability in this regard.

The User is solely responsible for familiarizing themselves with the risks associated with carrying out transactions on blockchain networks, including without limitation smart contract vulnerabilities, front end vulnerabilities, hacks, phishing attacks, social engineering attacks, cryptoasset volatility, and irreversibility of transactions. It is the User's duty to be familiar with these risks, and by using the Site and the Functionalities, the User declares to have sufficient knowledge regarding them.

Except as expressly consented, the Company does not carry out or control any transaction initiated through the Platform, and the Company shall not be responsible for the outcome of any transaction, including without limitation failed, inadvertent, or fraudulent transactions that may result in loss of funds or transaction fees or any other loss or damage to the User.

Network fees

All transactions broadcast to the applicable blockchain network through your Wallet may require the payment of non-refundable network transaction fees, with respect to which the Company may, at its sole discretion and without this constituting a guarantee, obligation, or commitment of the Company, assume such fees as part of the operation of the Platform, without this constituting a permanent obligation of the Company, reserving the right to modify such scheme at any time and at its sole discretion.

The User acknowledges that such fees are determined by the corresponding blockchain network and not by the Company.

Platform fees

The Company may charge fees for the use of the Platform and participation in the available markets, including, without limitation, fees for entering into Contracts, as well as for services related to the deposit or withdrawal of funds.

The fees applicable at each time will be informed to the Users through the Site or the Platform and may be consulted at any time at https://www.palpito.com/comisiones.

The Company reserves the right to modify at any time the scheme and the amounts of the applicable fees, by updating the corresponding information on the Site or the Platform and, where applicable, by means of prior notice to the User.

Market Maker Programs

The Company may implement liquidity provision or market maker programs with respect to certain markets or Contracts available on the Platform.

In relation to such programs, the Company may establish specific participation criteria, as well as grant certain participants benefits, incentives, or differentiated conditions, including fee discounts, rebates, revenue share, risk management tools, technical priorities, or any other benefit related to liquidity provision activities.

The User acknowledges and accepts that such programs may generate operational conditions different from those of other participants of the Platform and that such benefits or tools could generate operational, execution, or trading advantages with respect to users who do not participate in such programs.

The implementation, modification, suspension, or termination of any liquidity provision program shall be determined by the Company at its sole discretion and may be subject to additional rules, requirements, or terms published in due course on the Platform.

Information available on the Site

The pricing information, market data, or other information available on the Site in relation to the Contracts or the Technological Characteristics is for informational purposes only and does not constitute an offer, a solicitation of an offer, or any advice or recommendation to enter into any operations or transaction.

Release of Liability

The User hereby acknowledges, accepts, and declares that all information provided as part of the Content Characteristics in relation to the access to and use of the Site is for informational and general reference purposes only. The Site strives to provide accurate information, but the Company does not guarantee, represent, or ensure that the information is updated, complete, accurate, or timely. For this reason, the User acknowledges and expressly accepts that (i) it is not relying, nor will it rely, on any of the information contained on the Site or any other Interface for any purpose; (ii) it irrevocably waives any right, claim, or action arising from the reliance placed on any information of the Site or within the Functionalities, and (iii) it totally and irrevocably exonerates and releases the Company from any liability for such information provided or any decision made on the basis of it.

From time to time the Site, any other Interface, or the Functionalities may be inaccessible or inoperable for any reason, including without limitation: (i) failures of equipment, hardware, software, or infrastructure; (ii) periodic maintenance procedures or repairs that the Company or any of its providers or contractors may carry out from time to time; (iii) causes beyond the control of the Company or that the Company could not reasonably foresee; (iv) disruptions and temporary or permanent unavailability of the underlying blockchain infrastructure; (v) unavailability of third-party service providers or external partners for any reason; or (vi) any event of force majeure or fortuitous event. The User acknowledges and accepts that the Company shall not be responsible for any loss, damage, cost, or expense that the User may suffer as a result of any of the aforementioned circumstances, and the User expressly exonerates and releases the Company from all liability related to the inaccessibility or inoperability of the Site, the Interfaces, or the Functionalities.

The User must take all necessary measures to independently verify any information on the Site and any Interface on which it intends to rely, with such verification being its exclusive responsibility. The User must not take actions or decisions based solely on any information contained in the Interfaces, including without limitation blog posts, data, articles, links to third-party content, social media content, news feeds, tutorials, and videos. Any action or decision that the User takes on the basis of such information shall be at its own and exclusive risk, without this generating any liability for the Company.

None of the information provided on the Site, any other Interface, or through the Functionalities should be interpreted as professional, financial, legal, tax, or investment advice, nor as any recommendation. The Company has no duties or obligations toward the User based on the information provided on the Site, any other Interface, or through the Functionalities. The User acknowledges and expressly accepts that all information provided in relation to its access to and use of the Site, any other Interface, and the Functionalities is for informational purposes only and must not be interpreted as professional advice of any kind. The User must not take, or refrain from taking, any action based on any information contained on the Site or any other Interface, or any other information that we may make available at any time, including without limitation blog posts, articles, links to third-party content, news feeds, tutorials, internet content, social media, and videos. Before you make any financial, legal, or other decision involving the Functionalities, the User should seek independent professional advice from an individual who is duly licensed and qualified in the area for which such advice would be appropriate. These Terms are not intended to, and do not create or impose fiduciary duties of loyalty, of care, or of any other nature upon the Company. The User accepts and acknowledges that the only duties and obligations that the Company has toward the User are those expressly established in these Terms, and the User irrevocably exonerates and releases the Company from any other duty, obligation, or liability not expressly established therein.

None of the information provided on the Site, any other Interface, or through the Functionalities shall be interpreted as an invitation, inducement, offer, solicitation, or recommendation to (i) exercise any rights to acquire, dispose of, underwrite, exchange, or convert any cryptoassets or digital assets; (ii) buy, sell, or induce a user to buy or sell any cryptoassets or digital assets; or (iii) participate in any transaction or investment strategy. The User acknowledges and expressly accepts that the Company does not carry out any activity that could constitute a public offering of securities, intermediation, brokerage, or investment advisory services, and the User irrevocably exonerates and releases the Company from any liability arising from the contrary interpretation by the User or by third parties.

The Company is not acting, has not acted, and will not act as an investment, trading, tax, accounting, legal, regulatory, or other professional adviser for any person, and the User so acknowledges and expressly accepts. The User totally and irrevocably exonerates and releases the Company from any liability, claim, damage, or harm that may arise from the provision or alleged provision of any type of advice, and declares that any decision it makes in relation to the Functionalities shall be at its own and exclusive risk and responsibility.

SECTION 3. MODIFICATIONS

The Company reserves the right, at its sole discretion, to modify the Terms at any time or from time to time. The modified Terms will be published on the Site and any other Interface and will provide the last updated date at the top. Any modified Terms will become effective upon their publication. By continuing to access, use, or otherwise interact with any Interface or Functionality after the effective date of any modification to the Terms, you are providing your explicit agreement to be bound by the Terms as modified. If you do not agree to be bound by the updated Terms, you are prohibited from using, accessing, or otherwise interacting with the Interfaces or Functionalities. It is your responsibility to check any Interface that you use regularly for modifications to the Terms. The continued use of the Platform after the publication of modifications shall constitute acceptance of such modifications.

The Company reserves the right, at its sole discretion, to modify, substitute, eliminate, restrict access to, or add to the Site, any other Interface, or any Functionality at any time and from time to time, with or without notice to you, including eliminating or otherwise materially modifying content and information.

The Company, at its sole discretion, from time to time, and with or without prior notice to the User, may modify, suspend, or disable (temporarily or permanently) the Site, any other Interface, or the Functionalities, in whole or in part, for any reason, including without limitation, allowing only open contracts to be closed. Upon termination of your access, your right to use the Site, any other Interface, or the Functionalities will immediately cease. The Company shall not be responsible for losses suffered by the User resulting from any modification to any Site, any other Interface, or Functionalities or from any modification, suspension, or termination, for any reason, of your access to all or any portion of the Site, any other Interface, or the Functionalities. The Site, any other Interface, and the Functionalities may evolve, which means that the Company may apply changes to, replace, or discontinue (temporarily or permanently) the Site, any other Interface, or the Functionalities at any time at its sole discretion.

Sections 5, and 7-10 of these Terms will survive any termination of your access to the Site, any other Interface, or the Functionalities, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive.

SECTION 4. RISK DISCLOSURE

The User, upon accepting these Terms, acknowledges, understands, and accepts that the use of the Functionalities, including entering into Contracts through the Platform, entails significant risks.

In particular, the User acknowledges and accepts that:

The use of the Functionalities, in particular entering into Contracts on the Platform, may carry significant financial risk.
The Contracts available on the Platform are instruments of a high-risk, speculative, experimental, and volatile character.
Participation in such Contracts, being inherently risky by their nature, may result in the total loss of the amount of the resources contributed, without the possibility of recovery.
The transactions carried out by means of blockchain technology are irreversible, final, and not susceptible to cancellation or reversal.
The outcomes of the Contracts depend on uncertain, external events beyond the control of the Company.
The Platform does not guarantee returns, results, or benefits of any kind.
Any information available on the Platform does not constitute financial advice, investment recommendation, or suggestion to participate in the Contracts.
The User is solely responsible for evaluating whether participation in the Contracts is appropriate in accordance with their personal circumstances, financial situation, and risk tolerance.

By accepting these Terms, You expressly declare that you fully understand the risks associated with the use of the Platform, that you decide to participate under your exclusive responsibility, and acknowledge that the Company shall not be responsible for losses arising from participation in the Contracts, except in the cases expressly provided for in applicable law.

You acknowledge and accept that you will access and use the Site, any other Interface, and the Functionalities, including the Contracts and the Platform, at your own and exclusive risk, expressly exonerating and releasing the Company from any liability arising from such risks. The risk of loss in carrying out transactions in cryptoassets using Contracts may be substantial. Therefore, you should carefully consider whether such transactions are appropriate for you in light of your circumstances and financial resources.

Additionally, such risks and adverse outcomes may be exacerbated when leverage and/or derivative products are used, and we may, at any time and at our sole discretion, choose to suspend or terminate our support of any or all of the supported Contracts without any liability for the Company. It is clarified from this moment that, by using the Platform to trade and enter into Contracts, you may lose up to the entire amount of the resources contributed to the Contract.

The Company may require the user to expressly and independently accept this risk disclosure by means of electronic mechanisms within the Platform.

SECTION 5. RESPONSIBILITIES AND REPRESENTATIONS

User Representations

As a condition to accessing or using the Site or the Functionalities, the User unconditionally represents and warrants to the Company the following:

The Site, any other Interface, and the Functionalities are intended only for users who are 18 years of age or older, and therefore you represent that you are of legal age with full capacity to subscribe and bind yourself. If you do not meet these requirements, you are prohibited from accessing, using, or otherwise interacting with the Site, any other Interface, or Functionalities.

By accepting the Terms, You represent that you are not, nor during the time that you use the Site, any other Interface, and Functionalities will you be, a person subject to economic or trade sanctions imposed by the United Nations Security Council or by the Office of Foreign Assets Control of the United States Department of the Treasury (OFAC), nor are you included in the lists of blocked or restricted persons maintained by such authority, the European Union, or the United Kingdom; nor are you a resident of or located in a jurisdiction subject to comprehensive sanctions.

Likewise, You acknowledge and accept that the representations contained in these Terms constitute the basis of your access to and use of the Site, any other Interface, and the Functionalities, and that the Company may rely on them for all purposes. The User shall be solely responsible for the truthfulness, accuracy, completeness, and timely updating of such representations, as well as for notifying the Company of any change that affects their content or validity. Any breach, falsehood, inaccuracy, omission, or failure to update shall be the exclusive responsibility of the User, who undertakes to hold the Company harmless, as well as its affiliates, officers, directors, employees, representatives, and advisers, from any claim, sanction, fine, damage, harm, or liability arising from the foregoing.

By accepting these Terms, You represent and warrant that you have accessed the Site, any Interface, and the Functionalities on your own exclusive initiative, without having been solicited, induced, contacted, approached, or invited in an individualized manner by the Company, its affiliates, employees, representatives, contractors, agents, or any person acting for the account of or on behalf of the Company. You represent that you have decided to access and use the Functionalities in an autonomous and informed manner, without any offer, active solicitation, or promotion directed specifically at You as an identified or identifiable individual, or at the jurisdiction in which you reside or are located.

By accepting these Terms, the User represents that it has accessed the Site, any Interface, and the Functionalities on its own initiative. The User acknowledges and expressly accepts that the Company may carry out, directly or through third parties, marketing, communication, dissemination, and commercialization activities of a general character, not directed at a particular jurisdiction or User.

Without prejudice to the foregoing, by way of example but not limitation, the User acknowledges and expressly accepts that none of the following activities constitutes, by itself, an offer, active solicitation, marketing directed at You, or specific promotion of the Company's services in the User's jurisdiction of residence:

(i) the technical availability of the Site, the Interfaces, the Functionalities, the Platform, or any related content on the Internet or on public blockchain networks;

(ii) the existence, maintenance, or use of accounts, profiles, publications, communications, or content of the Company on social media, digital platforms, forums, blogs, podcasts, audiovisual media, newsletters, online communities, or other public channels of a global character;

(iii) general brand, corporate communication, educational, informational, or public relations activities, as well as advertising campaigns, announcements, and sponsored publications, provided that they are not directed in a specific and individualized manner at users located in the User's jurisdiction of residence;

(iv) the participation of content creators, influencers, ambassadors, commentators, media, commercial partners, or any third party that refers to, mentions, comments on, recommends, or disseminates information related to the Company, the Platform, or the Functionalities, as well as any affiliation, referral, or incentive program associated with such activities;

(v) the accessibility of the Site, the Interfaces, or any related content in one or more languages that the User may understand, or from the device, location, or Internet connection used by the User;

(vi) the indexing, listing, positioning, or appearance of the Site, the Interfaces, the Platform, or any related content in search engines, application marketplaces, social media, aggregators, discovery platforms, or any search or navigation mechanism on the Internet; and

(vii) the carrying out of communications, announcements, or informational materials directed at the general public or at the global community of users of the Platform, including notifications about new functionalities, markets, contracts, or products available.

The User acknowledges that it is its exclusive responsibility to ensure that the access to and use of the Platform is legal in accordance with the laws applicable to it, including any law, regulation, authorization, license, or registration that may be required in its jurisdiction of residence, exonerating and releasing the Company from any liability arising from the User's breach with respect to such obligations.

The User represents that it is a natural person, of legal age, of a nationality other than Panamanian, with full use of its mental faculties and without any impediment to contract under the laws of either its country of nationality or of the Company, and likewise continues to represent that it is the real owner or ultimate beneficial owner of the resources associated with its Wallet and the sole holder of it, acting at all times in its own name and on its own behalf.

The User acknowledges and accepts that it is not permitted to access, use, or trade with the Contracts on the Platform if:

It resides in or is a citizen of, is located in, or accesses from the following jurisdictions ("Restricted Jurisdictions"): (i) Panama; (ii) United States of America; (iii) Germany, Austria, Belgium, France, Ireland, Liechtenstein, Luxembourg, Monaco, the Netherlands, the United Kingdom, and Switzerland; and (iv) any jurisdiction subject to comprehensive economic sanctions imposed by the United States of America (OFAC), the European Union, the United Kingdom, the United Nations Security Council, and the Financial Action Task Force.
It is a "Restricted Person", understood as any person who:
resides in, is a citizen of, is physically located in, or accesses the Site from a Restricted Jurisdiction;
is a person subject to economic, trade, or financial sanctions imposed by the Office of Foreign Assets Control of the United States Department of the Treasury (OFAC), the European Union, the United Kingdom, the United Nations Security Council, or any equivalent authority, or who is included in any list of blocked, sanctioned, or restricted persons maintained by such authorities; or
acts for the account of, on behalf of, or is directed, coordinated, or controlled directly or indirectly by any of the persons indicated in subsections (a) or (b) above.

The User represents and warrants that it is responsible for properly configuring, as applicable, and using the Site, any other Interface, or the Functionalities or incorporating the Functionalities into its applications or Wallet and for taking appropriate actions to secure its data, including without limitation financial or token information and private keys.

The User represents and warrants that it possesses sufficient knowledge, market sophistication, professional advice, experience, and skills to engage with the Site, any other Interface, and the Functionalities, including the Platform if it is permitted to use it, and that it has the required understanding of blockchain technology, cryptoassets, and cryptography to be able to engage with the Functionalities.

The User represents, acknowledges, and accepts that: (i) it understands the nature and functioning of the Contracts; (ii) it understands that the Contracts constitute peer-to-peer agreements between Users based on events verifiable in accordance with the rules applicable to the markets, and (iii) it acknowledges that the Contracts do not constitute securities, regulated financial instruments or derivatives, collective investment schemes, or games of chance, betting, or regulated gaming activities.

The representations contained in this section shall be deemed reiterated by the User on each occasion on which it accesses, uses, or interacts with the Site, any Interface, or the Functionalities, and are applicable to any new Functionality, Market, Contract, service, or product that the Company may make available to the User from time to time.

Privileged information

By accepting these Terms, You represent and warrant that: (i) you do not possess material non-public information that could influence the outcome of the markets in which you participate; (ii) you are not in any position of authority, control, or influence that could affect the outcome of events underlying markets in which you participate; (iii) the source of your knowledge regarding the events underlying your operations comes exclusively from publicly available information.

Such representation shall be deemed reiterated by the user each time it carries out an operation, enters an order, or interacts with the Contracts on the Platform.

Related persons

The User represents and warrants that it is not, nor does it act on behalf of, nor does it participate directly or indirectly, including through third parties, in the capacity of an employee, contractor, officer, founder, adviser, or person affiliated with the Company (collectively, "Related Persons").

Likewise, the User acknowledges and accepts that Related Persons are prohibited from participating, directly or indirectly, in the markets or Contracts available on the Platform.

Compliance with laws

The User's access to the Site, any other Interface, and Functionalities is not (i) prohibited by and does not otherwise violate or assist you to violate any law, rule, statute, regulation, ordinance, order, protocol, code, decree, or other directive, requirement, or guideline, domestic or foreign, published or in effect that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event, or other matter, including any rule, order, judgment, directive, or other requirement or guideline issued by any federal, provincial or state, municipal, local, or other governmental, regulatory, judicial, or administrative authority, domestic or foreign, that has jurisdiction over the Company, you, the Site, any other Interface, or the Functionalities, or as otherwise duly promulgated, enforceable by law, common law, or equity (collectively, "Applicable Laws"); or (ii) contributing to or facilitating any illegal activity. You represent and warrant that you will comply with all Applicable Laws, and you will not use the Site, any other Interface, or the Functionalities if the laws of your country, or any Applicable Law, prohibit you from doing so.

The User agrees to access, use, or otherwise interact with the Site, any other Interface, and Functionalities only in an authorized, proper, and appropriate manner and in accordance with these Terms and with all applicable laws.

Use restrictions

The User agrees that it will not:

Use, and will not use, VPN software or any other privacy or anonymity tool, or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Site, any other Interface, or the Functionalities.
Violate any Applicable Law or regulation through its access to or use of the Site, any other Interface, or the Functionalities;
Engage in activity that violates any Applicable Laws, rules, or regulations concerning the integrity of the Site, any other Interface, and the Functionalities, including without limitation, by:
- Engaging in any fraudulent act or scheme to defraud, deceive, trick, or mislead;
- Entering, or attempting to enter, any buy or sell order on the basis of confidential information relating to the outcome or likely outcome of the event underlying such Contract, where trading on such information would constitute a breach of a pre-existing duty of trust and confidence owed to another person or entity;
- Entering, or attempting to enter, any buy or sell order on the basis of confidential information relating to the outcome or likely outcome of the event underlying such Contract, where such information was obtained from, or such order was directed or solicited by, a person who owed a pre-existing duty of trust and confidence to another person or entity, if you know or have reason to know that trading on such information by the person who communicated it or directed or solicited the order would be prohibited by these Terms;
- Entering, or attempting to enter, any buy or sell order if you hold a position of authority or influence sufficient to affect the outcome of the event underlying such Contract, or if you have been directed or solicited to enter such order by a person who holds such a position of authority or influence;
- Engaging in disruptive trading practices, including without limitation (i) spoofing (that is, placing any buy or sell order without a bona fide intention to carry out the transaction and with the intention to cancel before execution); (ii) taking proprietary positions (for the account of the trader) to buy (with knowledge that the order will drive up the prices of the instrument) or sell (with knowledge that the order will drive down the prices). They expect to close their proprietary position after the client's order was entered, and thereby generate profits at the new price level.; (iii) placing fictitious transactions; (iv) cornering, or attempting to corner; (v) placing or accepting any buy and sell order in the same contract, when you know or reasonably should know that the purpose of the orders is to avoid taking a bona fide market position exposed to market risk; (vi) violating bids or offers; or (vii) knowingly making any bid or offer for the purpose of making a market price that does not reflect the true state of the market;

Consequences of breach

In the event that the User breaches any of the representations, warranties, or obligations provided for in these Terms, including, by way of example but not limitation, those relating to the use of privileged information or improper participation in the markets, the Company may, at its sole discretion and without the need for prior notice:

cancel, reverse, or close any position or transaction of the User in the affected market;
retain, block, or not release the funds associated with such positions or transactions;
suspend or terminate the user's access to the Site, any other Interface, and/or the Functionalities, and
report the breach to the competent authorities, where applicable in accordance with the Applicable Laws.

The User acknowledges that the previously established measures may directly affect its positions and funds, and expressly and unconditionally accepts such risk as a condition of the use of the Platform.

The User acknowledges and accepts that in the event that it uses the Site, any other Interface, or Functionality in a potentially prohibited manner, we may investigate and we reserve the right, at our sole discretion and without any liability for the Company, to (i) terminate your access to the Site, any other Interface, and/or Functionalities; (ii) place your Wallet in close-only mode and prohibit you from accessing the Technological Characteristics; (iii) prohibit you from participating in any reward or incentive program or product launches, and (iv) take any other action that the Company deems reasonable or necessary, including cooperating with authorities or filing claims against you if they result in damage or harm to the Company, to rectify the prohibited conduct or any consequences resulting from it. You hereby acknowledge and accept that using the Site, any other Interface, and/or Functionalities may result in tax consequences. It is your sole responsibility to determine whether there are tax consequences from any transactions you initiate using the Site, any other Interface, or Functionalities, and you are solely responsible for ensuring compliance with the applicable tax laws in your jurisdiction of tax residence, exonerating the Company from any liability in this regard.

The Company or a third party acting on behalf of the Company may, from time to time, request additional information from you, including without limitation information to confirm that you are not a Restricted Person. If you do not provide such information within the time period established by the Company or if the Company determines, at its sole discretion, that such information is not adequate, the Company may, at its sole discretion, (i) terminate your access to the Site, any other Interface, and/or Functionalities, (ii) prohibit you from participating in any reward or incentive program or product launches, and (iii) take any other action that the Company deems reasonable or necessary at its sole discretion.

Treatment of suspended accounts and funds

In the event of suspension or termination of the User's access to the Site, any other Interface, or the Functionalities, the Company may adopt the following measures, in accordance with the nature of the case and subject to the Applicable Laws:

Open positions.

The User's positions in markets that have not been resolved at the time of the suspension may remain in effect and be resolved in accordance with the applicable rules of the corresponding market or Contract. Any payment or settlement arising from such positions may be temporarily retained by the Company until the situation that gave rise to the suspension is clarified.

Funds in escrow or associated with markets.

The User's funds linked to active positions, ongoing markets, or escrow mechanisms may be retained, blocked, or subject to review until the Company determines, at its sole discretion and in accordance with the Applicable Laws, whether their release, return, or application in accordance with the User's obligations is appropriate.

Verification and compliance (KYC/AML).

In the event that the User does not satisfactorily complete applicable verification or compliance processes, the Company may restrict, suspend, or cancel the access, as well as temporarily retain the funds until the appropriate course is determined in accordance with the applicable regulations.

Notification.

When the suspension does not arise from suspicions of fraud, abuse, or regulatory risks, the Company will endeavor to notify the User within a reasonable period.

Right of inquiry or clarification.

The User may submit inquiries or requests for clarification in accordance with the complaint procedure provided for in these Terms.

Suspension of the User's account

The Company may, unilaterally and in accordance with its own operational criteria, suspend, restrict, limit, or close the User's account, as well as limit access to the Site, Platform, Functionalities, or any other Interface.

The suspension or closure of the User's account may entail operational limitations or the freezing of open positions in accordance with the rules applicable to the Contracts.

The suspension or closure of accounts shall not imply control, possession, or custody over the User's Wallet or over the digital assets held directly in such Wallet.

The User acknowledges and accepts that the Company shall not be responsible for any loss, limitation, inability to access, operational impairment, or inability to settle positions arising from the suspension, restriction, limitation, or closure of the account in accordance with these Terms.

Account Inactivity and Unclaimed Funds

The Company may delete accounts that remain inactive for a continuous period of twelve (12) months, with prior notice to the User.

When a User does not claim funds arising from resolved positions that remain in the Contracts within the period of one (1) year counted from the corresponding resolution, such funds may be retained by the Company in accordance with the applicable operational policies and the Applicable Laws.

The User acknowledges and accepts that the Company shall not be responsible for any loss, inability to access, account deletion, failure to claim funds, or any impairment arising from the inactivity of the account or failure to claim funds in a timely manner in accordance with these Terms.

The suspension shall not imply control, possession, or custody over the User's Wallet or over the digital assets held directly in such Wallet.

SECTION 6. INTELLECTUAL PROPERTY RIGHTS

The Company is the owner of all right, title, and interest, including all intellectual property rights, in and to the Site, any other Interface, and Functionalities, including any related content and technology, unless otherwise indicated. Subject to the Terms, the Company hereby grants You a personal, limited, revocable, non-exclusive, non-sublicensable, non-transferable license to use, copy, and distribute in connection with such use the Site, any other Interface, and Functionalities. This license is intended solely to allow you to access, use, or otherwise interact with the Site, any other Interface, and Functionalities.

The User acknowledges and accepts that it does not receive any other rights over the Site, any other Interface, or Functionalities other than those specified in the Terms. Certain Functionalities may be provided to you under a separate license, or another open source license (or another); third-party features or applications integrated into the Site or Functionalities may be subject to other or additional intellectual property licenses and, therefore, you should review any terms relevant to such third-party features or applications to determine the applicable license relevant to them. You agree that you will not violate the terms of any such separate licenses.

Likewise, and by using the Site, any other Interface, or any Functionality, the User grants us a limited, non-exclusive, sublicensable, worldwide, royalty-free license to use, copy, modify, and display any content or Suggestions that you provide to us or that you publish on or through the Site, any other Interface, or any Functionality solely for our business purposes, including without limitation the purpose of providing the Site, any other Interface, or Functionalities for so long as is necessary to do so.

By the User providing any Suggestions or providing any information on or through the Site, any other Interface, or by means of the Functionalities (collectively, the "Content"), you hereby grant us a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish, and distribute, in any form, medium, or manner, any Content, including without limitation to promote the Platform, its affiliates, the Functionalities, the Site, or any other Interface. You represent and warrant that (a) you are the owner of your Content or have the right to grant the rights and licenses in these Terms; and (b) your Content and our use of your Content, as licensed herein, does not violate, misappropriate, or infringe the rights of any third party.

As discussed throughout the Terms, the Site, any other Interface, and Functionalities may be integrated with or otherwise give access to applications, services, sites, technology, data, operations, features, and resources that are provided or otherwise made available by third parties ("Third Party Services"), including the services necessary for the funding and disposition of your Wallet.

If the Site, any other Interface, or Functionalities may contain links to Third Party Services, then they are provided solely for your convenience. The Company has no control over the contents of such sites or resources, and accepts no responsibility for them or for any loss, damage, or harm that may arise from your use of them. If You decide to access a Third Party Service integrated with or linked to any Interface or Functionality, you do so entirely at your own and exclusive risk, and subject to the terms and conditions of use for such websites. We reserve the right to withdraw linking permission without notice and without any liability.

As further noted throughout these Terms, your access to and use of Third Party Services may be subject to additional terms and conditions, privacy policies, or other agreements with such third parties, which we do not control and may otherwise have no relationship with. The Company has no control over and is not responsible for such Third Party Services, including the accuracy, availability, reliability, verification, or completeness of information or content shared by or available through Third Party Services, or the privacy practices of Third Party Services. The User expressly exonerates and releases the Company from any liability arising from the use of Third Party Services.

Your use of any Third Party Services is directly between You and such third party, and You acknowledge and accept that the Company is not responsible, directly or indirectly, for any damage, loss, or harm caused or allegedly caused by or in connection with the use of or reliance on any Third Party Services. You, and not the Company, will be responsible for all costs, charges, damages, and harm associated with your use of any Third Party Services.

You acknowledge and accept that the Company is not responsible for the availability of such external sites, applications, or resources, and does not endorse and is not responsible for any content, advertising, products, or other materials on or available from such sites or resources. Additionally, you acknowledge and accept that the Company shall not be responsible, directly or indirectly, for any damage, loss, or harm caused or allegedly caused by or in connection with the use of or reliance on such content, goods, or services available on or through such sites or resources.

Please review any applicable terms, privacy policies, or agreements of Third Party Services before using such services. The integration or inclusion of such Third Party Services does not imply any endorsement, recommendation, warranty, or approval of such Third Party Services by the Company.

You agree to defend, indemnify, and hold harmless the Company and each of its respective employees, officers, directors, agents, and representatives (collectively, the "Company Parties") from and against all liability for monetary damages, contractual claims of any nature, economic loss (including direct, incidental, or consequential damages), loss of income or profits, fines, penalties, exemplary or punitive damages, and any other injury, damage, or harm, including reasonable attorney's fees ("Damages") that relate in any way to any demand, claim, regulatory action, proceeding, or lawsuit, regardless of the cause or alleged cause, whether the allegations are unfounded, fraudulent, false, or lack merit and regardless of the theory of recovery ("Claim(s)") arising out of or relating to: (i) your use of the Interfaces or Functionalities (including any use by your customers, users, employees, and other personnel); (ii) breach of the Terms or violation of applicable law by you, your customers, users, employees, and other personnel; (iii) a dispute between you and any third party; (iv) your alleged or actual infringement or misappropriation of any intellectual property or other rights of third parties; (v) your Feedback, and (vi) any violation of the representations and warranties contained in these Terms. In the event that we receive any third-party subpoena or other order or compulsory legal process associated with Claims described in (i) to (vi) above, then in addition to the indemnification established above, you will reimburse us for the time and materials of our employees and contractors spent in responding to such matters at our then-current hourly rates as well as our reasonable attorney's fees.

If you are obligated to indemnify the Company, then you agree that it has the right, at its sole discretion, to control any action or proceeding and to determine whether it wishes to settle, and if so, on what terms, and you agree to cooperate fully and unconditionally with the Company in the defense or settlement of such Claim. Failure to cooperate shall not relieve the User of its indemnification obligations.

SECTION 7. DISCLAIMERS OF LIABILITY AND LIMITATIONS OF LIABILITY

By accessing the Site, any other Interface, or Functionalities, by this acceptance of these Terms, the User acknowledges and accepts that the Company cannot and does not guarantee the functionality, security, availability, or performance of the Site, any other Interface, or Functionalities. The technologies on which the Site, any other Interface, or Functionalities rely may be subject to sudden changes and the Company cannot and does not guarantee that your access to the Site, any other Interface, or Functionalities or the ability to carry out transactions thereon will be uninterrupted or error-free or that your resources in stablecoins held in your Wallet will be secure at all times. You assume all risks related thereto and expressly exonerate the Company from any liability in this regard.

The Site, any other Interface, and functionalities are provided "AS IS" and "AS AVAILABLE," without warranty of any kind. Except to the extent prohibited by law, or to the extent that any rights apply that cannot be excluded, limited, or waived, neither the Company nor any other related party makes any representation or warranty of any kind, whether express, implied, statutory, or otherwise regarding the Interfaces or Functionalities, and the Company expressly disclaims and abandons all representations and warranties, including any implied or express warranties (i) of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, (ii) arising out of any course of dealing or usage or trade, (iii) that the Site, any other Interface, or Functionalities will be accurate, uninterrupted, error-free, or free of harmful components, and (iv) that any content or assets will be secure or not otherwise lost or altered.

To the extent permitted by applicable law, neither the Company nor any of its service providers will be liable to you for any indirect, incidental, special, consequential, or punitive damages (including damages for loss of profits, revenues, customers or users, opportunities, goodwill, use, data, content, or other assets), even if the Company or service providers have been advised of the possibility of such damages. Additionally, the Company will not be responsible for any compensation, reimbursement, or damages arising in connection with (i) your inability to use, or any delay in the use of, the Interfaces or Functionalities, including as a result of any (a) termination of the Terms or your use of or access to the Interfaces or Functionalities, (b) our suspension or discontinuation of any or all of the Interfaces or Functionalities, or (c) any unanticipated or unscheduled downtime of all or a portion of the Site, any interfaces or functionalities for any reason; (ii) the cost of procurement of substitute goods or services; (iii) any investments, expenses, or commitments by you in connection with the Terms or your use of or access to the Interfaces or Functionalities; (iv) any unauthorized access to, alteration of, or the deletion, destruction, damage, loss, or failure to store any of your data; (v) any change in value of any cryptoasset; or (vi) any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Interfaces or Functionalities. To the maximum extent permitted by the Applicable Laws, in any case, the aggregate liability of the Company under these Terms will not exceed USD 100.00 (one hundred dollars of the United States of America 00/100).

SECTION 8. APPLICABLE LAW AND DISPUTE RESOLUTION

Applicable law

These Terms and any action, demand, claim, or controversy related thereto will be governed by and interpreted in accordance with the Panama Arbitration Law (Ley 131 de 2013, or any law that amends, replaces, or supersedes it) and the other laws of the Republic of Panama, without regard to its conflict of laws provisions or rules of private international law that could result in the application of the laws of another jurisdiction. Except as otherwise expressly set forth in Section 9 "Arbitration Agreement and Class Action Waiver," the exclusive jurisdiction for all Disputes that you and the Company are not required to arbitrate will be the courts located in Panama City, Republic of Panama, and You irrevocably waive any objection to jurisdiction, competence, and venue in such courts, including any allegation of forum non conveniens.

Before You or the Company (together, the "Parties") assert any claim against the other for damages or relief of any kind, the Parties agree to make a good-faith attempt to resolve the dispute using the following procedures. Each Party agrees that, before initiating or demanding a formal proceeding, the Parties will meet and confer in a good-faith effort to informally resolve any claim arising out of these Terms of Use or your use of the Site.

Dispute resolution

To initiate a claim, a Party must, as a condition precedent to participating in the rest of the dispute resolution process, notify the other Party in writing of the intention to file a complaint. If you intend to initiate such a claim, you must send an electronic communication to the Company at legal@palpito.com with "Complaint Resolution Process" in the subject line, and include the following information:

Email address associated with the account and full name of the user.
Valid official identification.
Detailed explanation of the complaint, accompanied by the documentation and/or supporting information that the user considers relevant.
Specific dates and times associated with the complaint, as applicable.
Specific action or remedy that the user expects from the Company.

Similarly, if the Company intends to initiate such a claim, the Company must send an electronic communication to You with the following information:

Email address associated with the account and full name of the user;
A detailed explanation of the complaint with any supporting documentation or information;
Any specific dates and times associated with the complaint, as applicable; and
The action that the Company expects from you.

The Initial Dispute Resolution Process cannot begin without the sending of a written communication containing the information outlined above. After sixty (60) business days have elapsed following the sending of a complaint by one Party to the other, if it included all the required information listed above, and if for any reason the complaint has not been resolved, the complaining Party may then, and only then, pursue a formal claim as provided below.

The Parties will use their best efforts to resolve any dispute, claim, question, or disagreement and engage in good-faith negotiations which will be a condition precedent for either of the Parties to initiate a formal claim as provided in this Agreement. If the Parties do not reach a resolution within the timeframe of sixty (60) business days, or any other period of time that may be required by law, from the moment all the required complaint information is delivered (the "Tolling Period"), then either of the Parties may initiate binding arbitration, as the sole and exclusive dispute resolution process in accordance with the Binding Arbitration Agreement and Class Action Waiver below, except as expressly established therein.

To the extent that the process described herein is inconsistent with the requirements of the governing jurisdiction, it will be modified to conform to the laws of such jurisdiction.

The Parties agree that any relevant limitations period will be tolled during (and by) the Tolling Period.

In the event of any claim or arbitration between the Parties, as set forth below, the Company may, at its sole discretion, in accordance with the Applicable Laws and without any liability, temporarily suspend or terminate your account and/or restrict your access to the Site, any other Interface, or Functionalities.

This provision is independent of the Contract resolution mechanics established in these Terms. The User acknowledges and accepts that the determination of the outcome of any Contract in accordance with such mechanics is final and binding, and shall not be subject to review by means of the dispute resolution procedures provided for in the following section.

Contract Resolution Mechanics

Each Contract listed on the Platform will be subject to specific rules published before the start of trading, which may include, among others, the trading period, the relevant information sources, the resolution and settlement mechanisms, as well as any other terms, conditions, and operational mechanisms applicable. The User acknowledges and accepts that it is its responsibility to review such rules before participating in any market.

The Company may use internal mechanisms, decentralized oracles, information sources, or any combination of the foregoing for the resolution, determination, or verification of the outcomes of each Contract based on the published rules and on the information that it reasonably considers reliable. Such determination will be final and binding for the User and shall not be subject to review or challenge, except in the case of manifest material error, the determination of which shall correspond exclusively to the Company.

The Company reserves the right to cancel, suspend, or modify the resolution of any market when, at its sole discretion, the underlying event is not resolvable, there is ambiguity in its outcome, or the relevant information sources are not available or turn out to be inconsistent.

In the event of cancellation, the Company will determine the applicable form of settlement, including the return of funds, in whole or in part, in accordance with reasonable and consistent criteria.

SECTION 9. ARBITRATION AGREEMENT AND CLASS ACTION WAIVER

Please read this binding arbitration agreement ("Arbitration Agreement") and class action waiver ("Class Action Waiver" and together the "Agreement") carefully because it requires the Parties to arbitrate certain disputes and claims on an individual basis only and limits the manner in which the Parties may seek actions against each other. Any dispute, claim, or controversy arising out of or relating to the Terms, Interfaces, or Functionalities, or the breach, termination, enforcement, interpretation, or validity of the Terms, including the determination of the scope or applicability of this arbitration agreement, will be determined by arbitration before one arbitrator.

The arbitration will be administered by an arbitration center in Panama City, Republic of Panama, in accordance with the applicable rules in effect at the time of the submission of the dispute, claim, or controversy arising out of or relating to the Terms, Interfaces, or Functionalities, or the breach, termination, enforcement, interpretation, or validity of the Terms. The seat of arbitration will be Panama City, Republic of Panama and the arbitration will be conducted in the Spanish language, except as otherwise agreed between the Parties. The arbitral award will be final and binding for the Parties and may be enforced before any competent court.

This Arbitration Agreement and Class Action Waiver apply to any claims you may currently possess and any claim that may arise in the future. This clause will not prevent the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

The Parties' Arbitration Agreement and Class Action Waiver mandate that all past, pending, and/or future disputes between You and the Company be resolved by final and binding arbitration on an individual basis only for your own losses. Under these terms, you may not proceed as a class representative, as a member or part of any proposed class, collective action, as a legal representative or under any representative mechanism, qui tam action, and you may not otherwise seek to recover damages from or compensation of any kind on behalf of others. You and the Company further agree that any arbitration in accordance with this Agreement will not proceed as a class, group, or representative action. Additionally, You acknowledge that your arbitration agreement means that you will not be able to seek damages in court or present your case to a jury.

By using, or otherwise accessing the Site, or clicking to accept or agree to the Terms, You confirm that you have read and accept and agree to this Agreement. Except to the extent that you may opt out as provided below, all of your activity using the Site, any other Interface, or Functionalities, including all events that occurred before your acceptance of the Terms, will be subject to the Agreement.

Except as otherwise established herein, the Parties agree that any past, pending, or future dispute, claim, or controversy arising out of or relating to your activity using the Site, any other Interface, or Functionalities, these Terms (including without limitation any dispute concerning the breach, enforcement, construction, validity, interpretation, enforceability, or submission to arbitration thereof) (a "Dispute"), will ultimately be resolved by arbitration, including claims that arose before the acceptance of any version of these Terms.

Additionally, in the event of any Dispute concerning or relating to these Terms, including the scope, validity, enforceability, or severability of the Arbitration Agreement, as well as the submission to arbitration of any claims, the Parties agree and delegate to the arbitrator the exclusive jurisdiction to rule on its own jurisdiction over the Dispute, including any objections regarding the scope, validity, enforceability, or severability of this Agreement or its provisions, as well as the submission to arbitration of any claims or counterclaims filed as part of the Dispute.

This Agreement will be binding upon you, your successors, assignees, heirs, representatives, beneficiaries, and upon any other person or party that claims an interest on your behalf or on behalf of your estate.

The Company also agrees that this Agreement is intended to benefit and will bind any successor in interest or assignee of the Company.

Notwithstanding the requirement to arbitrate herein, the Parties are NOT required to arbitrate any claims for the allegedly unlawful use of copyrights, trademarks, trade names, visual identity, logos, trade secrets, or patents, and the Parties agree that in the event of alleged infringement of copyrights, trademarks, trade names, visual identity, logos, trade secrets, or patents by a Party, they will also have the right to seek legal and injunctive actions and the Parties may not hold a user's access to the Site, any other Interface, or Functionalities as a basis for enforcing an arbitration agreement with respect to such claims.

The Parties acknowledge that this Arbitration Agreement is a separate agreement between the Parties and that any alleged or determined invalidity or illegality of all or any part of the Terms of Use, the Site, any other Interface, Functionalities, and/or Privacy Policy will have no effect on the validity and enforceability of this Arbitration Agreement.

Upon initiating an arbitration proceeding, a Party certifies, to the best of its knowledge and belief, formed after a reasonable inquiry under the circumstances, that: (i) the arbitration proceeding is not being pursued for any improper purpose, such as to harass, cause unnecessary delay, or unnecessarily increase the cost of dispute resolution; (ii) the claims and other legal allegations are warranted by existing law or by a non-frivolous argument to extend, modify, or reverse existing law or to establish new law; and (iii) the factual allegations have evidentiary support or, if specifically identified as such, will likely have evidentiary support after a reasonable opportunity for investigation or additional evidentiary stage.

To the maximum extent permitted by applicable law, You may not proceed in arbitration or in court as a class representative, member or part of any proposed class, collective action, lawsuit as a representative or legal proxy, qui tam action, or any representative proceeding, or otherwise seek to recover on behalf of others or for the benefit or use of others in any type of claim or action. You agree that you are waiving rights to participate in a class action, and that, by accepting these terms, you waive your right to participate in any future class action or any other consolidated or representative proceeding, including any proceeding existing as of the date on which you accepted these Terms.

You may opt out of the Arbitration Agreement by following the instructions below:

If you do not wish to accept the provisions of this section that require arbitration, you must send written notice of your intention to opt out. This notice must include your first and last name, email, phone number, and state your intention to opt out of arbitration. This notice must be received by the Company at the attention email legal@palpito.com, no later than thirty (30) days after you entered into these Terms.

If you have previously accepted an arbitration provision in connection with your use of the Site, any other Interface, and/or Functionalities and you choose to opt out of this Arbitration Agreement, the latest version of the arbitration provision to which you agreed will apply to any Dispute between the Parties.

You hereby agree to take all reasonable measures to conduct additional investigation and consult with legal counsel (at your cost) regarding the consequences of your decisions regarding arbitration and opting out of arbitration.

This Arbitration Agreement applies solely to the extent permitted by law. If for any reason any provision of this Arbitration Agreement, or portion thereof, is found to be unlawful, void, or unenforceable, that part of this Arbitration Agreement will be deemed severable and shall not affect the validity and enforceability of the remainder of this Arbitration Agreement, which shall continue in full force and effect. To the greatest extent permitted by law and equity, the Parties agree that any unenforceable provision may be corrected or otherwise interpreted by the forum presiding over any dispute to give effect to the intent of the Parties as consistent with the general purpose and intent of the Arbitration Agreement, and may be deemed replaced by an enforceable provision that most closely approximates the intent underlying the unenforceable provision.

SECTION 10. GENERAL TERMS

Entire Agreement

The Terms, including any policies that expressly incorporate the Terms by reference, constitute the entire agreement between you and us regarding the subject matter herein. The Terms supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and us, if any, whether written or verbal, regarding the subject matter of the Terms.

No Relationships or Assignments

Nothing in the Terms shall be construed to create any relationship between you and us other than as defined herein. Neither you nor we are an agent of the other under these Terms or otherwise, and you will not have the right to present yourself in any way as having a relationship with us other than as someone using, accessing, or otherwise interacting with the Interface and/or Functionalities. Nothing in these Terms will create a relationship of partnership, joint venture, employment, franchise, or agency between the Parties.

You agree that you are not permitted to assign or otherwise transfer any of your rights and obligations under the Terms, without the prior written consent of the Company, but the Company may assign or transfer the Terms, in whole or in part, without restriction and without the need for notice to or consent of the User. Any assignment or transfer in violation of this Section will be null and void. Subject to the foregoing, the Terms will be binding upon, and inure to the benefit of, the Parties and their respective successors and permitted assignees.

Waiver

The failure by us to enforce any provision of the Terms will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. No waiver of any right under these Terms will be effective unless it is in writing and signed by the Company. No waiver by the Company of any breach will constitute a waiver of any subsequent breach.

Severability / Partial Invalidity

If any portion of the Terms is held to be invalid or unenforceable by a competent court or body, the remaining portions of the Terms will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effectuate the intent of the original portion to the greatest extent permitted by law. If such construction is not possible, the invalid or unenforceable portion will be severed from the Terms, but the rest of the Terms will remain in full force and effect, and the User agrees to be bound by the remaining provisions.

Remedies

Any right or action of the Company set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law, or in equity. The failure or delay of the Company in exercising or enforcing any right, power, or privilege under these Terms will not operate as a waiver thereof.

Notices

The User acknowledges and accepts that the email address provided at the time of creating its account will be the primary and official means for sending notifications, notices, communications, and any other information related to the Site, the Interfaces, the Functionalities, or these Terms.

The User will be responsible for keeping its contact information up to date, including its email address. The Company shall not be responsible for any failure of receipt arising from outdated or incorrect information provided by the User.

Except as expressly provided otherwise, any notification sent by the Company shall be deemed received by the User at the time of its sending to the registered email address.

The Company may use additional means of communication or notification when it reasonably deems it necessary.

Contact

The User may provide feedback to us or otherwise send questions and inquiries through some of the Interfaces ("Suggestions"). We welcome Suggestions relating to improvements or updates to the Interfaces or Functionalities, or inquiries about them. We will attempt to review your Suggestions but we are not obligated to do so nor are we obligated to release any modifications or improvements that you send us based on your Suggestions.

The User acknowledges and accepts that we will be the owner of all right, title, and interest in and to all Suggestions that it sends, without any obligation of compensation toward the User. The User represents and warrants that (i) its licensors are the owners of all right, title, and interest in and to its Suggestions; and (ii) it will not violate any intellectual property or other rights of third parties by providing Suggestions to us, with the User being solely responsible for any third-party claim arising from such violation.

You may also contact us with questions, complaints, or claims concerning the Functionalities at hola@palpito.com.