TERMS AND CONDITIONS OF USE FOR MEXICO RAMPS WIDGET SERVICES
IMPORTANT NOTICE: By clicking "I Agree," "Register," "Continue," or any other acceptance mechanism enabled in RIPIO's self-service onboarding process, or by beginning to use the Services, the Client accepts and acknowledges having read, understood, and agreed to be bound by all of these Terms and Conditions (the "T&C"). If the Client is acting on behalf of a legal entity, it represents having sufficient authority to bind it. If the Client does not agree with these T&C, it must not use the Services.
1. PARTIES AND IDENTIFICATION OF THE 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, Ciudad de México, C.P. 11560 (hereinafter, "RIPIO"), is a virtual asset service provider authorized to offer purchase, sale, storage, receipt and transfer services for certain virtual assets in the United Mexican States, in accordance with applicable legislation.
The term "Client" or "Partner" refers to any company or individual who accesses RIPIO's self-service, requests the use of the Services and accepts these T&C, for the purpose of integrating RIPIO's Services into their own platform, application or digital experience (the "Client's Platform") to make them available to their end users.
"End Users" are the individuals who access RIPIO's Services through the Client's 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 the purposes of these T&C, the following terms shall have the meanings set forth below:
3. PURPOSE AND SCOPE OF SERVICES
3.1. Service Description
RIPIO makes available to the Client certain proprietary software, Widget and Virtual Asset Services, under the terms and conditions set forth in these T&C, for the Client to integrate into its Platform and offer to its End Users.
3.2. Nature of Instructions (Calls)
The Client accepts that Virtual Asset Services are provided to End Users directly through the Widget integrated into the Client's Platform. For all legal purposes, Calls constitute direct and irrevocable instructions issued by End Users for RIPIO to execute the corresponding Services.
3.3. B2B2C Relationship — Widget Licensee
The Client is a licensee of certain RIPIO proprietary software that allows it to provide Users with access to RIPIO's Virtual Asset Services through the Platform without leaving it. The Client accepts that RIPIO, in the acquisition of Virtual Assets or funds, or in the transmission of Virtual Assets or funds, acts as a mere intermediary and in response to Calls issued by Users.
RIPIO grants the Client a non-exclusive, non-transferable, revocable and limited license to integrate the Widget into the Client's Platform exclusively in the territory of Mexico and during the term of these T&C, solely for the purpose of making the Services available to its End Users.
3.4. No Obligations Regarding the Client's Project
RIPIO assumes no obligation regarding the Client's project or business (the "Project"), whose implementation, execution and control depend exclusively on the Client. The Client represents not having 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 successfully complete the onboarding process established by RIPIO, providing all required information and documentation truthfully and in an updated manner.
4.2. KYC of the Client and End Users
The know-your-customer (KYC) and onboarding procedures for End Users necessary for the provision of the Services will be carried out by RIPIO. The End Users' registration process will take place entirely within the Client's Platform, once such End Users have logged in with credentials validated by the Client.
4.3. Acceptance of T&C by End Users
The Client accepts that every 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 will take place entirely within the Client's Platform.
5. CONDITIONS FOR PROVISION OF SERVICE
5.1. Service Standard
RIPIO will 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, at its reasonable discretion, determines that one or more virtual assets lack sufficient liquidity in the markets where RIPIO can customarily buy or sell them, RIPIO may suspend or discontinue temporarily or permanently the Services related to such assets, upon prior written notice to the Client.
5.3. Market Volatility
The Client understands and accepts 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 of issuing the Call. 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 instructions, as a result of the time elapsed between when the End User views the rate and when RIPIO receives the funds and/or virtual assets and executes the Calls.
The Client must inform its End Users, through clear and express notices on the Client's Platform, that such differences between the reference rate and the effective execution rate may exist.
5.5. Relationship with End Users — Exclusive Liability of the Client
The Client assumes exclusive and full responsibility for all interactions and communications with End Users, including support related to the Virtual Asset Services. All contractual and legal obligations to End Users must be fulfilled and assumed exclusively by the Client.
5.6. Service Availability
RIPIO employs commercially reasonable measures to seek availability of the Services 24 hours a day, 7 days a week. However, RIPIO cannot guarantee uninterrupted or error-free operation of the Service, as its 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 issued through the Widget (including Calls from End Users) in the event of defects, interruptions or unauthorized access, without generating any liability for RIPIO. The Client acknowledges that RIPIO shall not be liable for communication failures, interruptions, errors, distortions or delays experienced when using the Services.
5.7. Compliance with Instructions
The execution of Client instructions (including Calls) is subject to the availability of virtual assets and may not always be possible. RIPIO will use commercially reasonable efforts to minimize the number of unexecuted instructions.
5.8. Assessment of Critical Vulnerabilities
The parties will cooperate in the assessment and remediation of Critical Vulnerabilities that may compromise the data, systems or technological infrastructure of the other party. Each party must notify the other immediately upon discovery of a Critical Vulnerability, and both will implement in good faith 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's Platform. The Client must clearly disclose 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.
Likewise, RIPIO may charge fees or pass through Virtual Asset Service costs to the Client, including the cost of performing KYC for each End User and/or network costs associated with operations. Notwithstanding the foregoing, RIPIO may assume such costs in whole or in part during certain stages of the Service.
Current fees applicable to End Users for the Virtual Asset Services available on the Client's Platform are as follows:
Current fees and costs applicable to the Client are as follows:
6.2. Modification of Fees
Fees, charges and costs that may be passed on to End Users and/or the Client may vary based on the type of service, transaction volume, market conditions, operating costs or applicable regulatory requirements, as well as any other criteria that RIPIO determines at its sole discretion.
RIPIO reserves the right to create, modify or discontinue any fee, charge or passable cost at any time, by updating these T&C. Such changes will be notified to the Client with a minimum advance notice of 30 (thirty) calendar days.
After such period, the continued use of the service or the execution of any transaction by the Client will imply its express agreement and acceptance of the fees, charges and costs in effect at the time of each transaction.
6.3. Payment of Fees
The Client agrees to receive electronic invoices from RIPIO at its registered email address, in which the duly informed fees and/or pass-through charges and costs under these T&C will be invoiced.
Invoices issued by RIPIO must be paid by the Client within the period established and to the account indicated in each invoice. In the event of total or partial non-payment upon maturity of said period, the outstanding amounts will automatically accrue, without the need for any judicial or extrajudicial notice, default interest at the maximum rate permitted by applicable Mexican law, calculated from the invoice due date until the effective and complete payment of the outstanding principal. The application of default interest does not limit RIPIO's right to claim additional damages or to suspend the provision of Services as set forth in Section 11.
6.4. Taxes
Each party shall bear and pay the taxes applicable to it as a result of payments made pursuant to these T&C. The Client shall be exclusively responsible for national, state and/or municipal taxes applicable to its commercial activities or resulting from the provision of 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, title and interest in its pre-existing intellectual property. The Widget and any variation 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, over RIPIO's or its affiliates' trademarks, trade names, logos or other distinctive signs. The Client may not use RIPIO's trademarks in any sales, marketing or advertising materials, nor issue press releases or other public statements referring to these T&C or the relationship between the parties, without the prior written consent of RIPIO.
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 Law on Telecommunications and Broadcasting, and other applicable regulations. Each party shall be fully responsible for complying with Privacy Laws with respect to its own business and the fulfillment of its obligations under these T&C.
9. OTHER OBLIGATIONS OF THE CLIENT
9.1. Regulatory Compliance
The Client must, 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 established 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 will fully comply with all applicable Anti-Corruption Laws and will be responsible for any violation of such laws caused by it. The Client must: (i) maintain policies and procedures aimed at ensuring compliance with Anti-Corruption Laws by itself, its affiliates, legal representatives, partners, employees and subcontractors; and (ii) refrain, and cause the above-mentioned persons to refrain, from engaging in any activity that may constitute a violation of such laws, including any type of payment to public bodies or their officials to facilitate the Project, the Services or these T&C.
9.3. Licenses and Authorizations
The Client must maintain, throughout the term of these T&C, the licenses, authorizations, permits, certifications and registrations necessary for the development of its business and the fulfillment of its obligations under these T&C.
9.4. Accounting Records
The Client will 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 will use commercially reasonable efforts to make available the necessary resources and take all measures conducive to achieving the objectives established under these T&C.
9.6. Non-Exclusivity
The Client understands and accepts that RIPIO does not assume, either implicitly or explicitly, any exclusivity with the Client or its affiliates regarding 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. Similarly, 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 Widget, the Services or the Client's 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 constituting money laundering, terrorism financing, tax evasion, fraud, scams, 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 evade identification and due diligence procedures required by Anti-Corruption Laws and anti-money laundering and counter-terrorism financing regulations applicable to the Client and its End Users, noting that in this model Calls are issued directly by End Users through the Widget.
(c) International Sanctions. Providing Services to individuals or legal entities included on sanctions lists issued by OFAC, the UN, the EU or equivalent bodies, or domiciled or resident in jurisdictions subject to international sanctions.
(d) Market Manipulation. Facilitating or allowing the execution of transactions aimed at or resulting in 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 Widget. Reverse engineering, decompiling, modifying, sublicensing or creating derivative works from the Widget, Widget 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 may not use the Widget outside the scope of the restricted license granted in Section 3.3.
(f) Non-Authorized Virtual Assets. Using the Widget or the Services to operate virtual assets other than those expressly authorized by RIPIO in accordance with current regulations and as agreed in these T&C.
(g) Violation of Third-Party Rights. Using the Services in a manner that infringes intellectual property rights, privacy, personal data protection under applicable Privacy Laws, or other third-party rights, including the collection or processing of Personal Information from End Users without the corresponding authorization or legal basis.
(h) Damage to RIPIO's Infrastructure. Introducing malware, conducting denial-of-service attacks, exploiting Critical Vulnerabilities or taking any action that endangers the integrity, availability or confidentiality of RIPIO's systems or the Widget.
Breach of any of the restrictions established 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 legal actions that may apply and the Client's indemnification liability under Section 11.1.
10. REPRESENTATIONS AND WARRANTIES
10.1. Representations and Warranties
The Client represents and warrants that the following representations are accurate, truthful, complete, correct and do not mislead in any respect as of the date of acceptance of these T&C:
10.2. Duty to Notify Changes in Status
The Client will notify RIPIO immediately (and in no case later than 24 hours from becoming aware) of any circumstance that affects or may materially affect its capacity 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 compliance with 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 must provide within 48 hours.
11. INDEMNIFICATION, DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
11.1. Indemnification
Without prejudice to other indemnification obligations established in these T&C, the Client shall indemnify, defend and hold harmless RIPIO and its directors, officers, successors and assignees from any loss, damage, fine, penalty, debt or obligation arising from: (a) failure to fulfill its obligations under these T&C; (b) any breach of these T&C; (c) any inaccuracy in the representations or warranties made; or (d) violation of Applicable Law, fraud, willful misconduct or gross negligence; both known and 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 a maximum aggregate amount equivalent to the fees charged by RIPIO during the last 12 (twelve) months of Services counted from the date on which the claim is received, or if the claim occurs before twelve months of service provision, the monthly average of fees charged multiplied by 12 (twelve).
11.3. Exclusion of Indirect Damages
NEITHER PARTY NOR ITS AFFILIATES SHALL BE LIABLE, IN ANY CASE, FOR LOST PROFITS, LOSS OF EXPECTED REVENUES, NOR FOR ANY 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 OTHERWISE 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 IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, IN CONNECTION WITH THE SERVICES, INCLUDING THE WIDGET. 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, FORTUITOUS EVENTS OR 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 makes a claim that could give rise to indemnifiable losses under these T&C, the indemnified party must send the indemnifying party a claim notice with no less than 5 (five) business days' advance notice of the defense filing deadline, or half of such period if it is greater, attaching a copy of the received documentation. The indemnifying party shall conduct and control, through its own recognized legal counsel, the defense of the claim, with the right of the indemnified party to appoint its own advisors at its exclusive expense to monitor such defense. Any settlement shall require the prior written consent of the indemnified party, which may not be unreasonably withheld and must be granted within 5 (five) days of notification. In the absence of response from the indemnified party, the indemnifying party may execute the agreement on the notified terms.
11.6. Direct Claims
Upon receipt of a direct claim notice, the indemnifying party must indicate in writing within 10 (ten) business days whether it disputes the claim. If the direct claim is disputed, it will be resolved pursuant to the procedure established in Section 14. Indemnification payments shall be made within 30 (thirty) days of the corresponding payment conditions being verified, by bank transfer in immediately available funds.
11.7. Taxes on Indemnifications
All indemnifications and reimbursements established in these T&C shall be made net of the tax effects arising from such payments, in order to restore the indemnified party to the state it was in before incurring the loss.
12. CONFIDENTIALITY
The Client undertakes to maintain in strict confidentiality all confidential information to which it has access in the context of its relationship with RIPIO, using it solely for the purposes of using the Services under these T&C (the "Purpose").
The Client may not disclose confidential information to third parties without the prior written consent of RIPIO, unless required by law or by order of a competent authority, in which case it must immediately notify RIPIO and disclose only the legally required portion of information. RIPIO shall have the right, at its expense, 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 need to know it for the Purpose, who must 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 confidential information of which it becomes aware, fully cooperating with
RIPIO in efforts to remedy such situation.
Confidentiality obligations shall survive throughout the term of these T&C and for an additional period of 5 (five) years after their termination.
13. EMPLOYMENT 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 the fulfillment of its labor, tax and social security obligations, including those relating to occupational health and safety.
In the event of an employment claim filed by personnel of one party involving the other party, the party whose personnel filed the claim must: (i) immediately notify the other party with all available information; (ii) provide documentation for the defense with at least 5 (five) business days' advance notice of 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 come into effect on the date of acceptance by the Client and shall remain in force 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 with at least 60 (sixty) days' advance notice of 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 the amounts outstanding as of the date of termination, unless prohibited by law or subject to an applicable right of set-off; and (iii) the parties shall observe 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 conversion period of no less than 30 (thirty) days from the termination notice (the "Conversion Period"), unless otherwise agreed in writing; and (ii) each party shall make available to the other, at its own expense, all information in its possession regarding the fulfillment of these T&C, in the reasonably required format. Termination shall not relieve either party of its payment or other accrued obligations prior to the effective termination date.
14.6. Survival
Provisions that by their nature should survive the termination of these T&C shall continue 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 must be in writing, in Spanish or English, addressed to:
If to RIPIO: Av. Campos Eliseos 169, interior 202, Colonia Polanco V Sección, Miguel Hidalgo, Ciudad de México, 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 sending; (iii) if sent by email, the Business Day following sending, provided 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 herein, and supersede all prior agreements and understandings, oral or written, related to the same subject matter.
15.3. No Waiver
Failure to exercise or delay in exercising a 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, null 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. 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 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 action against RIPIO based on them.
15.7. Assignment
The Client may not assign its rights or obligations under these T&C without the prior written consent of RIPIO.
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, with prior notice to the Client of at least 15 (fifteen) days.
16. APPLICABLE LAW AND JURISDICTION
16.1. Applicable Law
These T&C shall be governed by and interpreted 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 Mexico City, United Mexican States, waiving any other jurisdiction that may correspond to them.
17. FORCE MAJEURE
17.1. Definition
For the purposes of these T&C, "Force Majeure Event" means 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 but not limited to: acts of nature (earthquakes, floods, fires, epidemics or pandemics declared by a competent authority); wars, armed conflicts, terrorist acts or civil unrest; acts or omissions of governmental or regulatory authorities (including exchange restrictions, regulatory suspensions or interventions by relevant bodies); widespread internet infrastructure or communications network failures; disruptions or protocol modifications 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 excused from fulfilling the obligations directly prevented or delayed by such event, for as long as it persists, without generating any liability for breach against the other party. Payment obligations for already-accrued amounts and confidentiality obligations are not suspended by this clause.
17.3. Notification
The affected party must 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 notification shall not forfeit the right to invoke force majeure, but the affected party shall be liable for any additional damages caused to the other party by the delay in notice.
17.4. Mitigation
The affected party shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume compliance with 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 continues for more than 60 (sixty) calendar days, either party may terminate these T&C by written notice to the other, without generating any penalties, costs or indemnifications between the parties, except for obligations already accrued as of the termination date. In such case, the Termination Process set forth in Section 14.5 shall apply to the extent compatible with the circumstances.