TERMS AND CONDITIONS FOR USE OF RIPIO API RAMP SERVICES — MEXICO
IMPORTANT NOTICE: By clicking "I Agree," "Register," "Continue," or any other acceptance mechanism enabled in RIPIO's self-service onboarding process, or by commencing use of the Services, the Client acknowledges having read, understood, and agreed to be bound by the entirety of these Terms and Conditions (the "T&C"). If the Client acts on behalf of a legal entity, it represents having sufficient authority to bind such entity. If the Client does not agree to these T&C, it must not use the Services.
1. PARTIES AND IDENTIFICATION OF THE SERVICE PROVIDER
MOONBIRD MÉXICO S.A. de C.V., a company incorporated under the laws of the United Mexican States, with registered address at Av. Campos Eliseos 169, interior 202, Colonia Polanco V Sección, Demarcación Territorial Miguel Hidalgo, Mexico City, C.P. 11560 (hereinafter, "RIPIO"), is a virtual asset service provider offering services for the purchase, sale, custody, receipt, and transfer of certain virtual assets in the United Mexican States, in accordance with applicable legislation.
The term "Client" or "Partner" refers to any company or individual that accesses RIPIO's self-service portal, requests use of the Services, and accepts these T&C, with the purpose of integrating RIPIO's Services into its own platform, application, or digital experience (the "Client Platform") and making them available to its end users.
"End Users" are the individuals who access RIPIO's Services through the Client Platform. End Users are not parties to these T&C; their relationship with the Client is governed by the terms and conditions that the Client enters into with them.
2. DEFINITIONS
For purposes of these T&C, the following terms shall have the meanings set forth below:
3. SCOPE AND NATURE OF THE SERVICES
3.1. Description of the Services
RIPIO makes available to the Client certain proprietary software, APIs, and Virtual Asset Services, on the terms and conditions set forth in these T&C, so that the Client may integrate them into its Platform and offer them to its End Users.
3.2. Nature of Instructions (Calls)
The Client acknowledges that Virtual Asset Services are provided exclusively through Calls executed by the Client Platform's software on behalf of End Users. For all legal and contractual purposes, Calls constitute direct and irrevocable instructions from the Client, on behalf of End Users, for RIPIO to execute the corresponding Services.
The Client shall implement reasonable security measures to prevent unauthorized access to the Client Platform and the issuance of unauthorized Calls. If the Client has reason to believe that its Platform has been compromised, it must immediately notify RIPIO to temporarily block the issuance of new Calls. Calls issued prior to such notification shall remain the Client's responsibility.
3.3. B2B2C Relationship — Sole Legal Beneficiary before RIPIO
The Client is the sole legal beneficiary of the Services vis-à-vis RIPIO. RIPIO assumes its obligations exclusively toward the Client and not toward any End User or third party. All contractual and legal obligations toward End Users are assumed exclusively and entirely by the Client.
The Client acknowledges that RIPIO, in connection with the acquisition, transfer, or handling of virtual assets or funds, acts solely as an intermediary and executes Calls issued by the Client on behalf of End Users. The Client assumes full responsibility for any liability that may arise from RIPIO's compliance with the Calls and other instructions issued by the Client on behalf of End Users.
3.4. No Obligations Regarding the Client's Project
RIPIO assumes no obligation with respect to the Client's project or business (the "Project"), the implementation, execution, and control of which depend exclusively on the Client. The Client represents that it has not relied on RIPIO, its affiliates, or representatives for any operational, legal, regulatory, and/or compliance advice in connection with the Project.
4. ONBOARDING, REGISTRATION, AND CLIENT ACCEPTANCE
4.1. Registration Process
To access the Services, the Client must satisfactorily complete the onboarding process established by RIPIO, providing all required information and documentation accurately and in an up-to-date manner.
4.2. KYC of the Client and End Users
Know-Your-Customer (KYC) procedures and onboarding of End Users required for the provision of the Services shall be carried out by RIPIO. The End User registration process shall take place entirely within the Client Platform, once such End Users have logged in with their credentials validated by the Client.
4.3. Acceptance of T&C by End Users
The Client agrees that any End User who may benefit from the Virtual Asset Services must accept RIPIO's terms and conditions applicable to End Users before accessing such Services. The acceptance process shall take place entirely within the Client Platform.
5. SERVICE TERMS AND CONDITIONS
5.1. Service Standard
RIPIO shall provide the Services using commercially reasonable efforts, with qualified and competent personnel, in a lawful, efficient, professional, and diligent manner.
5.2. Lack of Liquidity
The Client acknowledges that if RIPIO, in its reasonable judgment, determines that one or more virtual assets do not have sufficient liquidity in the markets where RIPIO customarily purchases or sells them, RIPIO may temporarily or permanently suspend or discontinue the Services related to such assets, upon prior written notice to the Client.
5.3. Market Volatility
The Client understands and agrees that, particularly during periods of high volume, illiquidity, or volatility in virtual asset markets, the actual market rate at which an order is executed may differ from the reference rate indicated at the time the Call is issued. RIPIO assumes no liability for such price fluctuations.
In the event of a market disruption, RIPIO may: (a) suspend access to the Services; or (b) prevent the execution of actions through the Services. Upon resumption of operations, prevailing rates may differ significantly from those available prior to the event.
5.4. Reference Rate and Execution of Instructions
The reference rate communicated to End Users is an estimate only. Differences may exist between the reference rate and the rate at which RIPIO actually executes the instructions, as a result of the time elapsed between the moment the End User views the rate and the moment RIPIO receives the funds and/or virtual assets and executes the Calls.
The Client shall inform its End Users, through clear and express notices on the Client Platform, that such differences between the reference rate and the effective execution rate may occur.
5.5. Relationship with End Users — Exclusive Client Responsibility
The Client assumes sole and full responsibility for all interactions and communications with End Users, including support related to the Virtual Asset Services. All contractual and legal obligations toward End Users shall be exclusively fulfilled and assumed by the Client.
5.6. Service Availability
RIPIO uses commercially reasonable measures to ensure the availability of the Services 24 hours a day, 7 days a week. However, RIPIO cannot guarantee uninterrupted or error-free operation of the Services, as their provision depends on technology and infrastructure that may be open-source, decentralized, or distributed, and/or provided by third parties.
RIPIO may, at its sole discretion, reject any instruction from the Client (including Calls) in the event of defects, interruptions, or unauthorized access, without incurring any liability. The Client acknowledges that RIPIO shall not be liable for communication failures, interruptions, errors, distortions, or delays experienced when using the Services.
5.7. Execution of Instructions
The execution of Client instructions (including Calls) is subject to the availability of virtual assets and may not always be possible. RIPIO shall use commercially reasonable efforts to minimize the number of unexecuted instructions.
5.8. Assessment of Critical Vulnerabilities
The parties shall cooperate in the assessment and remediation of Critical Vulnerabilities that may compromise the data, systems, or technological infrastructure of the other party. Each party shall immediately notify the other upon discovery of a Critical Vulnerability, and both shall in good faith implement the necessary corrective measures.
6. FEES AND COSTS
6.1. Application of Fees
RIPIO may charge fees to End Users for the Virtual Asset Services available on the Client Platform. The Client shall clearly disclose the applicable fees to the End User prior to the execution of any transaction or activation of any service, through its Platform or other available means.
Additionally, RIPIO may charge fees or pass through Virtual Asset Service costs to the Client, including the cost of conducting KYC for each End User and/or network costs associated with operations. Notwithstanding the foregoing, RIPIO may fully or partially absorb such costs during certain stages of the Service.
The current fees applicable to End Users for Virtual Asset Services available on the Client Platform are as follows:
The current fees and costs applicable to the Client are as follows:
6.2. Modification of Fees
Fees, charges, and pass-through costs to End Users and/or the Client may vary depending on the type of service, transaction volume, market conditions, operating costs, or applicable regulatory requirements, as well as any other criteria determined by RIPIO at its sole discretion.
RIPIO reserves the right to create, modify, or discontinue any fee, charge, or pass-through cost at any time, by updating these T&C. Such changes shall be notified to the Client with a minimum advance notice of 30 (thirty) calendar days.
Upon expiration of such period, the Client's continued use of the Services or execution of any transaction shall constitute its express consent and acceptance of the fees, charges, and costs in effect at the time of each operation.
6.3. Payment of Fees
The Client accepts the receipt of electronic invoices from RIPIO at its registered email address, in which the fees and/or pass-through charges and costs duly disclosed under these T&C will be billed.
Invoices issued by RIPIO shall be paid by the Client within the period established and to the account indicated in each invoice. In the event of full or partial non-payment upon the due date, the outstanding amounts shall automatically accrue, without the need for any judicial or extrajudicial demand, default interest at the maximum rate permitted by applicable Mexican law, calculated from the invoice due date until full and effective payment of the outstanding principal. The accrual of default interest does not limit RIPIO's right to claim additional damages or to suspend the provision of the Services as provided in Section 14.
6.4. Taxes
Each party shall bear and pay the taxes applicable to it as a result of payments made under these T&C. The Client shall be solely responsible for any national, state, and/or municipal taxes applicable to its commercial activities or arising from the provision of the Services under these T&C.
7. INTELLECTUAL PROPERTY
7.1. No Transfer or License
Except for the license to use certain intellectual property to the extent strictly necessary to benefit from the Services under these T&C, there is no transfer, assignment, or license of any right, title, or interest in intellectual property or technology from one party to the other.
7.2. Ownership
Each party retains all rights, titles, and interests in its pre-existing intellectual property. The APIs and any variations thereof during the term of these T&C constitute intellectual property and technology exclusively owned by RIPIO.
7.3. Trademarks
Nothing in these T&C shall grant the Client any right, express or implied, in or to the trademarks, trade names, logos, or other distinctive signs of RIPIO or its affiliates. The Client may not use RIPIO's trademarks in any sales, marketing, or advertising materials, or issue press releases or other public statements regarding these T&C or the relationship between the parties, without RIPIO's prior written consent.
8. PERSONAL DATA AND PRIVACY
The parties acknowledge that the receipt, collection, and access to Personal Information is highly regulated in the United Mexican States, including the Federal Law on Protection of Personal Data Held by Private Parties (LFPDPPP), the Federal Telecommunications and Broadcasting Law, and other applicable regulations. Each party shall be fully responsible for complying with the Privacy Laws with respect to its own business and the fulfillment of its obligations under these T&C.
9. OTHER CLIENT OBLIGATIONS
9.1. Regulatory Compliance
The Client shall, during the term of these T&C, conduct all activities related to the Services in compliance with all Applicable Law. The parties acknowledge that the obligations set forth in these T&C shall only be implemented in the United Mexican States to the extent that such implementation does not violate applicable laws.
9.2. Anti-Corruption Laws
The Client shall fully comply with all applicable Anti-Corruption Laws and shall be responsible for any violation thereof caused by it. The Client shall: (i) maintain policies and procedures designed to ensure compliance with Anti-Corruption Laws by itself, its affiliates, legal representatives, partners, employees, and subcontractors; and (ii) refrain, and cause the foregoing persons to refrain, from engaging in any activity that may constitute a violation of such laws, including any payment to public bodies or their officials to facilitate the Project, the Services, or these T&C.
9.3. Licenses and Authorizations
The Client shall maintain, throughout the term of these T&C, all licenses, authorizations, permits, certifications, and registrations necessary for the conduct of its business and the fulfillment of its obligations under these T&C.
9.4. Accounting Records
The Client shall maintain complete and accurate accounting records in accordance with reasonable industry practices, in order to document all transactions, fees, and other relevant information related to the Services.
9.5. Available Resources
The Client shall use commercially reasonable efforts to make available the necessary resources and to take all measures conducive to the achievement of the objectives set forth under these T&C.
9.6. Non-Exclusivity
The Client understands and agrees that RIPIO does not assume, either implicitly or explicitly, any exclusivity with the Client or its affiliates with respect to the provision of the Services. RIPIO and its affiliates may freely provide the same or similar Services to any third party during or after the term of these T&C. Likewise, the Client may engage third parties for services similar or identical to the Services, provided it complies with its obligations under these T&C.
9.7. Prohibited Uses and Restrictions
The Client undertakes not to use the Services, the API, or the Client Platform for any of the following purposes, and to take reasonable measures to prevent its End Users from using them for such purposes:
(a) Illegal or regulated activities without authorization. Conducting or facilitating operations that constitute money laundering, terrorism financing, tax evasion, fraud, identity theft, or any other activity prohibited by Applicable Law in the United Mexican States or in the End User's jurisdiction.
(b) Circumvention of AML/KYC controls. Structuring transactions, using third-party accounts, or any other mechanism to circumvent identification and due diligence procedures required by Anti-Corruption Laws and the Client's applicable anti-money laundering and terrorism financing regulations.
(c) International sanctions. Providing the Services to individuals or legal entities included on sanctions lists issued by OFAC, the UN, the EU, or equivalent bodies, or that are domiciled or resident in jurisdictions subject to international sanctions.
(d) Market manipulation. Executing or facilitating operations intended or having the effect of manipulating virtual asset prices, generating artificial volume, or distorting the normal functioning of the market, in violation of Applicable Law.
(e) Unauthorized use of the API. Reverse-engineering, decompiling, modifying, sublicensing, or creating derivative works from the API, the API Documentation, or any other RIPIO software; or accessing RIPIO's systems through unauthorized means, including the use of bots, automated scripts, or unauthorized scraping techniques. The Client shall use the API strictly within the technical and operational limits established by RIPIO, including the rate limits provided in Section 5.5.
(f) Non-authorized virtual assets. Using the API or Services to operate virtual assets other than those expressly authorized by RIPIO in accordance with applicable regulations and as agreed in these T&C.
(g) Infringement of third-party rights. Using the Services in a manner that infringes intellectual property, privacy, or personal data protection rights under applicable Privacy Laws, or other third-party rights, including obtaining or processing End Users' Personal Information without the corresponding authorization or legal basis.
(h) Damage to RIPIO's infrastructure. Introducing malware, carrying out denial-of-service attacks, exploiting Critical Vulnerabilities, or taking any action that jeopardizes the integrity, availability, or confidentiality of RIPIO's systems or the API.
A breach of any of the restrictions set forth in this clause shall constitute a material breach of these T&C and shall entitle RIPIO to immediately terminate the Services as provided in Section 14.3, without prejudice to any applicable legal actions and to the indemnification liability of the Client under Section 11.1.
10. REPRESENTATIONS AND WARRANTIES
10.1. Representations and Warranties
The Client represents and warrants that the following statements are accurate, truthful, complete, correct, and not misleading in any respect as of the date of acceptance of these T&C:
10.2. Duty to Notify Changes in Status
The Client shall immediately notify RIPIO (and in no case later than 24 hours after becoming aware) of any circumstance that materially affects or may materially affect its ability to comply with these T&C, including: (a) material breach of representations, warranties, or covenants; (b) violations of privacy laws; (c) risks that could prevent the fulfillment of its obligations; (d) material adverse changes in its financial situation; or (e) circumstances that could reasonably lead it to be unable to fulfill its obligations.
Upon receipt of such notification, RIPIO may request additional information, which the Client shall provide within 48 hours.
11. INDEMNIFICATION, DISCLAIMER OF WARRANTIES, AND LIMITATION OF LIABILITY
11.1. Indemnification
Without prejudice to other indemnification obligations set forth in these T&C, the Client shall indemnify, defend, and hold harmless RIPIO and its directors, officers, successors, and assignees from and against any loss, damage, fine, penalty, debt, or obligation arising from: (a) its failure to fulfill its obligations under these T&C; (b) any breach of these T&C; (c) any inaccuracy in its representations or warranties; or (d) violation of Applicable Law, fraud, willful misconduct, or gross negligence; whether known or unknown, disclosed or undisclosed to the indemnified party.
11.2. Limitation of RIPIO's Liability
RIPIO's indemnification obligations under these T&C shall be subject to an aggregate maximum amount equivalent to the fees collected by RIPIO during the last 12 (twelve) months of Services counted from the date the claim is received, or if the claim arises before twelve months of service provision, the monthly average of fees collected multiplied by 12 (twelve).
11.3. Exclusion of Indirect Damages
NEITHER PARTY NOR ITS AFFILIATES SHALL BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR LOST PROFITS, LOSS OF EXPECTED REVENUES, OR FOR SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR INDIRECT DAMAGES OF ANY KIND, INCLUDING LOSS OF CAPITAL, LABOR-RELATED COSTS, GENERAL ADMINISTRATIVE EXPENSES, OR OTHER SIMILAR DAMAGES.
11.4. Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN THESE T&C, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." RIPIO AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, IN RELATION TO THE SERVICES, INCLUDING THE APIS. THE CLIENT ACKNOWLEDGES THAT INFORMATION STORED OR TRANSFERRED THROUGH THE SERVICES MAY BE IRREVERSIBLY LOST, CORRUPTED, OR TEMPORARILY UNAVAILABLE DUE TO VARIOUS CAUSES, INCLUDING SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD-PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE, THIRD-PARTY ATTACKS (INCLUDING DDOS ATTACKS), SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES WITHIN OR OUTSIDE RIPIO'S CONTROL. THE CLIENT IS SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION IT STORES OR TRANSFERS THROUGH THE SERVICES.
11.5. Third-Party Claims — Procedure
If a third party initiates or formulates a claim that could give rise to indemnifiable losses under these T&C, the indemnified party shall send the indemnifying party a claim notice no less than 5 (five) business days prior to the defense filing deadline, or half of such deadline if it is longer, attaching a copy of the documentation received.
The indemnifying party shall conduct and control, through its own reputable legal counsel, the defense of the claim, with the indemnified party having the right to appoint its own counsel at its exclusive cost to monitor such defense. Any settlement shall require the prior written consent of the indemnified party, which may not be unreasonably withheld and shall be granted within 5 (five) days of notification. In the absence of a response from the indemnified party, the indemnifying party may execute the settlement on the terms notified.
11.6. Direct Claims
Upon receipt of a direct claim notice, the indemnifying party shall indicate in writing within 10 (ten) business days whether it disputes the claim. If the direct claim is disputed, it shall be resolved in accordance with the procedure set forth in Section 14. Indemnification payments shall be made within 30 (thirty) days of the relevant payment conditions being met, by bank transfer in immediately available funds.
11.7. Taxes on Indemnification Payments
All indemnification and reimbursement payments set forth in these T&C shall be made net of the tax effects derived from such payments, so as to restore the indemnified party to the position it was in before incurring the loss.
12. CONFIDENTIALITY
The Client undertakes to maintain in strict confidence all confidential information to which it has access in the context of its relationship with RIPIO, using it solely for the purpose of using the Services under these T&C (the "Purpose").
The Client may not disclose confidential information to third parties without RIPIO's prior written consent, except where required by law or by order of a competent authority, in which case the Client shall immediately notify RIPIO and disclose only the portion of information legally required. RIPIO shall have the right, at its own cost, to seek injunctive relief or other actions to protect its confidential information.
The Client shall limit access to confidential information to those representatives and affiliates who have a need to know it for the Purpose, who shall be bound to treat it with the same level of confidentiality required of the Client. The Client shall be responsible for any breach of these obligations by its representatives or affiliates.
The Client shall immediately notify RIPIO of any unauthorized disclosure, use, or misappropriation of RIPIO's confidential information of which it becomes aware, fully cooperating with RIPIO in efforts to remedy such situation.
Confidentiality obligations shall survive for the entire term of these T&C and for an additional period of 5 (five) years after their termination.
13. LABOR RELATIONSHIP
These T&C do not create any employment or employer/employee relationship between RIPIO and the Client, including any subcontractor. Each party shall be exclusively and fully responsible for the management, supervision, and remuneration of its own personnel and for compliance with its labor, tax, and social security obligations, including those relating to occupational health and safety.
In the event of a labor claim filed by a party's personnel involving the other party, the party whose personnel filed the claim shall: (i) immediately notify the other party with all available information; (ii) provide documentation for the defense at least 5 (five) business days prior to the filing deadline; (iii) use its best efforts to assume the position of defendant and obtain the exclusion of the other party; and (iv) reimburse the other party for all amounts it may have had to pay in connection with the claim, including reasonable attorneys' fees.
14. TERM AND TERMINATION
14.1. Term and Renewal
These T&C shall enter into force on the date of acceptance by the Client and shall remain in effect for a period of 12 (twelve) months (the "Term"), automatically renewing for equal and successive periods, unless either party notifies the other of its decision not to renew at least 60 (sixty) days prior to the renewal date.
14.2. Termination by the Client
The Client may terminate these T&C:
14.3. Termination by RIPIO
RIPIO may terminate these T&C:
14.4. Effects of Termination
In the event of termination for cause, insolvency, or by authority decision: (i) the terminating party shall not be subject to penalties or restrictions; (ii) each party shall pay the other any amounts outstanding as of the termination date, unless prohibited by law or subject to an applicable right of set-off; and (iii) the parties shall follow the Termination Process described in Section 14.5.
14.5. Termination Process
The termination or expiration of these T&C shall be subject to a transition process (the "Termination Process") during which: (i) the parties shall continue to comply with all terms of these T&C, which shall remain in full force for a transition period of no less than thirty (30) days from the termination notice (the "Transition Period"), unless otherwise agreed in writing; and (ii) each party shall make available to the other, at its cost, all information in its possession in connection with the performance of these T&C, in the format reasonably required.
Termination shall not relieve either party of its payment obligations or other obligations accrued prior to the effective date of termination.
14.6. Survival
Provisions that by their nature should survive termination of these T&C shall remain in full force, including the clauses on confidentiality, indemnification, intellectual property, and dispute resolution.
15. GENERAL PROVISIONS
15.1. Notices
All notices under these T&C shall be made in writing, in Spanish or English, addressed to:
If to RIPIO: Av. Campos Eliseos 169, interior 202, Colonia Polanco V Sección, Miguel Hidalgo, Mexico City, C.P. 11560 — [email protected]
If to the Client: The address/email provided during the onboarding process.
Notices shall be deemed received: (i) if delivered in person, upon delivery; (ii) if sent by postal mail, 5 (five) business days after dispatch; (iii) if sent by email, on the next Business Day following dispatch, provided that transmission occurred before 5:00 p.m. local time of the recipient.
15.2. Entire Agreement
These T&C, together with their annexes and appendices, constitute the entire agreement between RIPIO and the Client with respect to the subject matter hereof, and supersede all prior agreements and understandings, oral or written, relating to the subject matter hereof.
15.3. No Waiver
The failure to exercise or delay in exercising any right or remedy shall not constitute a waiver thereof, nor shall it prevent the subsequent exercise of any other right or remedy.
15.4. Severability
If any provision of these T&C is declared invalid, void, or unenforceable, the remaining provisions shall remain in full force. The parties shall negotiate in good faith an amendment that reflects the original intent to the extent possible.
15.5. Costs and Expenses
Unless otherwise specified, each party shall be exclusively responsible for all costs and expenses it incurs in connection with these T&C.
15.6. No Third-Party Beneficiaries
No person outside of these T&C shall have the right to invoke any of its provisions. In particular, End Users are not beneficiaries of these T&C and have no claim against RIPIO based thereon.
15.7. Assignment
The Client may not assign its rights or obligations under these T&C without RIPIO's prior written consent.
RIPIO may assign its rights and obligations under these T&C to any affiliate, successor entity, or acquirer in the context of a corporate reorganization, merger, acquisition, or asset sale, upon prior notice to the Client at least 15 (fifteen) days in advance.
15.8. Modification of T&C
RIPIO may modify these T&C at any time, at its sole discretion, by posting the updated version on its website and/or notifying the Client by email to its registered address. Modifications shall take effect upon their publication or on the date indicated by RIPIO. The Client's continued use of the Services after such notification shall constitute full and irrevocable acceptance of the modified T&C. If the Client does not accept the modifications, it must cease using the Services and notify its intention to terminate in accordance with Section 14.
16. GOVERNING LAW AND JURISDICTION
16.1. Governing Law
These T&C shall be governed by and construed in accordance with the laws of the United Mexican States ("Applicable Law").
16.2. Dispute Resolution
For the resolution of any doubt, controversy, or dispute arising from these T&C, the parties submit to the jurisdiction of the Courts of Ordinary Jurisdiction of Mexico City, United Mexican States, waiving any other jurisdiction that may apply to them.
17. FORCE MAJEURE
17.1. Definition
For purposes of these T&C, a "Force Majeure Event" shall mean any circumstance beyond the reasonable control of the affected party that could not have been foreseen, or if foreseen, could not have been avoided, including without limitation: acts of nature (earthquakes, floods, fires, epidemics, or pandemics declared by a competent authority); wars, armed conflicts, terrorist acts, or civil disturbances; acts or omissions of governmental or regulatory authorities (including exchange restrictions, regulatory suspensions, or interventions by the relevant bodies); widespread internet infrastructure or communications network failures; interruptions or protocol changes in blockchain or virtual asset networks beyond RIPIO's control; large-scale cyberattacks affecting critical infrastructure; or widespread electrical or banking system outages.
17.2. Effects on Obligations
The party affected by a Force Majeure Event shall be relieved of the performance of obligations directly prevented or delayed by such event, for as long as it persists, without incurring liability for breach vis-à-vis the other party. Payment obligations for amounts already accrued and confidentiality obligations are not suspended by this clause.
17.3. Notice
The affected party shall notify the other in writing within 96 (ninety-six) hours of the occurrence or discovery of the Force Majeure Event, describing its nature, the expected impact on contractual obligations, and the estimated duration. Failure to provide timely notice shall not extinguish the right to invoke force majeure, but the affected party shall be liable for additional damages that the delay in notification may have caused to the other party.
17.4. Mitigation
The affected party shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance of its obligations as soon as possible. Both parties shall cooperate in good faith to minimize the impact on End Users and the Services.
17.5. Termination for Prolonged Force Majeure
If the Force Majeure Event extends for more than 60 (sixty) calendar days, either party may terminate these T&C by written notice to the other, without generating penalties, costs, or indemnification obligations between the parties, except for obligations already accrued up to the date of termination. In such case, the Termination Process provided in Section 14.5 shall apply to the extent compatible with the circumstances.