Terms and Conditions

Last revised: December 1, 2025

Annexes forming part of these Terms

Preamble

These terms and conditions (the "Terms") apply to any access to and use of Cuanto's websites, mobile applications and social media channels (the "Platform"). Any access to or use of the Platform constitutes acceptance of these Terms as a legally binding contract with Cuanto Cuenta Inc., a corporation organized under the laws of the Republic of Panama ("Cuanto").

These Terms, together with the Policies and Annexes that form part of them, constitute the entire agreement between Cuanto and the User (the "Agreement") and supersede any prior communication, oral or written, between the parties.

Cuanto may modify the Terms. Access to or use of the Platform after a modification is published constitutes acceptance of that modification. A User who does not agree may terminate the Agreement in accordance with Section 6.

1. Definitions

For purposes of these Terms, the following terms have the meanings set out below:

Agreement: the entire body of these Terms, the Policies, the Annexes and any particular conditions Cuanto agrees with a User.

Amounts Owed: the commissions, fees, taxes, refunds, Chargebacks, fines, penalties and any other sum the Seller owes Cuanto on any account.

Acquirer: the acquiring entity, payment processor, payment service provider or financial institution through which Cuanto receives the funds corresponding to Orders.

Buyer: the natural or legal person who acquires products or services from a Seller through the Platform.

Chargeback: the reversal of a payment initiated by the holder of a payment method or by the Acquirer, in accordance with the rules of the applicable card brand or payment network.

Seller Funds: the sums collected by Cuanto from Buyers on the Seller's behalf, corresponding to Orders, prior to Settlement.

Settlement: the process by which Cuanto determines the balance payable to the Seller, deducting from the Seller Funds the Amounts Owed that apply.

Order: the sale transaction for products or services entered into between a Buyer and a Seller through the Platform.

Platform: the websites, mobile applications, online stores and other technological channels operated by Cuanto.

Policies: the policies and guidelines Cuanto issues from time to time, including Annex I (Prohibited and Restricted Activities) and Annex II (Deductions, Refunds and Chargebacks), which form an integral part of the Agreement.

Marketplace Service: the online technology platform, owned by Cuanto, that Cuanto makes available to the Seller so that the Seller may offer its products and services to Buyers, and through which Buyers place Orders.

Online Payment Service: the payment method offered by Cuanto, directly or through third parties, that allows the Buyer to pay for Orders placed with the Seller through the Platform, and by means of which Cuanto collects those payments, carries out the Settlement and transfers to the Seller the corresponding balance. The Online Payment Service forms an integral part of the Marketplace Service.

Store: the profile, catalog and sales channel a Seller manages within the Platform.

User: any Seller or Buyer who accesses or uses the Platform.

Seller: the natural or legal person who offers and sells products or services to Buyers through the Platform.

2. Registration, identity verification and compliance

2.1. All Users must provide the information Cuanto requests. The User warrants that the data supplied is valid, accurate, precise and truthful, and undertakes to keep it updated as necessary.

2.2. Cuanto is subject to know-your-customer obligations and to obligations on the prevention of money laundering, terrorist financing and the financing of the proliferation of weapons of mass destruction. In compliance with those obligations, the User expressly authorizes Cuanto to:

2.3. Cuanto may reject registration requests, or cancel or suspend the Services, in respect of Users who supply false or incomplete information, or who present incongruities, inconsistencies or suspicious activity, without any liability and without giving rise to any right to compensation.

2.4. The detail of Cuanto's compliance procedures is set out in its internal policies. Cuanto is not obliged to disclose those procedures, their thresholds or their detection criteria.

3. Nature of the Services and of the relationship

3.1. Cuanto operates an online marketplace through which Sellers offer their products and services to Buyers. Under the Marketplace Service, Cuanto makes available to the Seller the tools to create and manage its Store, displays its products, channels the Orders placed by Buyers, and makes the Online Payment Service available to the parties.

3.2. The Order is a sale relationship between the Buyer and the Seller, legally binding between them. Cuanto is not a party to that sale, does not own the products offered and is not liable for them, without prejudice to the functions Cuanto expressly assumes under Section 4 in respect of the collection and transfer of payments.

Notwithstanding the foregoing, Cuanto may act as merchant of record in respect of certain payment methods, card brands or jurisdictions, where the rules of the payment networks or applicable law so require. Acting in that capacity does not alter the sale relationship between the Buyer and the Seller, nor the responsibilities the Seller assumes under Section 4.1.

3.3. The relationship between Cuanto and the User is strictly commercial and independent. The Agreement does not create between the parties any partnership, association, joint venture, economic group, franchise, or employment or subordination relationship of any kind. Each party is exclusively responsible for the obligations arising from its own activity, including tax, labor, administrative and commercial obligations.

4. Seller Section

4.1. The sale belongs to the Seller

The Seller is the seller of the products or services it offers through the Platform. The Seller is solely responsible for: setting prices; the existence, quality, condition, composition and characteristics of the products; holding the permits, licenses and authorizations required by law for its activity; compliance with consumer protection law; issuing any applicable tax receipts; and determining, withholding and paying the taxes applicable to its sales.

The Seller shall hold Cuanto harmless against any claim, demand, penalty or damage arising from a breach of the foregoing.

4.2. Online Payment Service and collection authorization

4.2.1. By accepting these Terms and activating its Store, the Seller contracts the Marketplace Service and adheres to the Online Payment Service, which forms an integral part of it.

4.2.2. The Seller expressly authorizes Cuanto to collect from Buyers, directly or through third parties, the sums corresponding to the Orders placed in its Store, by any of the payment methods Cuanto enables.

4.2.3. Cuanto shall receive from the Acquirer the sums generated by the Orders and, in respect of those sums, (i) shall carry out the applicable Settlement and (ii) shall transfer to the Seller the resulting difference. To that end, the Seller expressly consents to the Settlement being carried out before the final transfer in its favor is made.

4.2.4. Cuanto's liability under the Online Payment Service is limited to undertaking the administrative steps required to make the transfers due to the Seller. Cuanto shall not be liable for the temporary or permanent unavailability of the Acquirer, the payment networks, the payment service providers or the financial institutions involved, nor for delays in the processes required for those transfers.

4.2.5. Cuanto may disclose its role in the collection and transfer of payments to Acquirers, processors, card brands, financial institutions, auditors and competent authorities, where necessary or convenient for the provision of the service or for regulatory compliance.

4.3. Settlement

4.3.1. Cuanto shall carry out the Settlement and transfer the resulting balance to the Seller on a weekly basis, in accordance with the calendar and cut-off dates published on the Platform. Cuanto may modify those dates upon notice to the Seller.

4.3.2. Cuanto's obligation to transfer any sum to the Seller is subject to and conditioned upon: (i) actual receipt of the corresponding funds from the Acquirer; (ii) application of the deductions and set-offs provided for in Section 4.4 and in Annex II; and (iii) the absence of any of the withholding grounds set out in Section 4.5.

4.3.3. Accordingly, the weekly frequency set out in Section 4.3.1 does not constitute an unconditional payment obligation. Where any of the circumstances described in Section 4.3.2 applies, the transfer shall be made once that circumstance has been resolved, and this shall not constitute a breach by Cuanto nor give rise to any right to indemnification, interest or compensation in favor of the Seller.

4.3.4. The Seller has a maximum period of twenty-five (25) calendar days, counted from the date each Settlement is communicated or made available on the Platform, to raise objections. Once that period elapses, the Settlement shall be deemed accepted and any inaccuracy or error shall be deemed waived, with no possibility of a subsequent claim.

4.4. Deductions and set-off

4.4.1. Cuanto shall deduct from the Seller Funds, before the transfer, the Amounts Owed that are due at the time of Settlement. The deductible items are detailed in Annex II.

4.4.2. Cuanto may set off and deduct from any sum it is due to transfer to the Seller the amounts the Seller owes it on any account, including Amounts Owed generated previously, provided the obligation is due at the time of set-off. Cuanto may likewise withhold and deduct any applicable taxes.

4.4.3. Where the Seller Funds are insufficient to cover the Amounts Owed, the Seller shall pay the difference within thirty (30) calendar days of Cuanto's request.

4.4.4. The Seller is liable to Cuanto for the Chargebacks, refunds and penalties arising from Orders placed in its Store, including any fines or penalties imposed on Cuanto by card brands, payment networks, Acquirers or authorities as a consequence of the Seller's activity.

4.5. Grounds for withholding

Cuanto may withhold, suspend or condition the Settlement and the transfers to the Seller where:

The withholding shall be maintained for as long as necessary to resolve the cause that gave rise to it, and Cuanto shall inform the Seller of the reason, except where applicable law prevents it.

4.6. Prohibited and restricted activities

The Seller may not offer, sell or promote through the Platform the products, services or activities listed in Annex I, nor use the Platform for purposes prohibited by applicable law or by the rules of the card brands and payment networks.

A breach of this Section constitutes a material breach and entitles Cuanto to immediately suspend the Store, withhold any pending sums in accordance with Section 4.5 and terminate the Agreement, without any liability.

Cuanto may update Annex I where required by applicable law, the card brands, the payment networks or its payment service providers.

5. Buyer Section

5.1. Who the Buyer contracts with

By placing an Order, the Buyer enters into a sale with the Seller, not with Cuanto. The Seller is responsible for the existence, quality, delivery and warranty of the products or services purchased, and for handling any applicable claims.

5.2. Payment of the Order and discharge of the obligation

5.2.1. The Buyer pays for its Order through the Platform. Cuanto collects that payment on the Seller's behalf, in accordance with the authorization the Seller has granted it under Section 4.2.

5.2.2. A payment made by the Buyer through the Platform shall be deemed, for all purposes, a payment made directly by the Buyer to the Seller, and discharges the Buyer's payment obligation to the Seller in the corresponding amount.

5.2.3. That payment shall be deemed to have occurred at the moment the Buyer makes it through the Platform, regardless of when Cuanto carries out the Settlement and transfers the funds to the Seller.

5.2.4. Should Cuanto fail to transfer the corresponding sums to the Seller, the Seller's sole recourse shall be against Cuanto, and in no case against the Buyer, who is discharged in accordance with Section 5.2.2.

5.3. Refunds, cancellations and chargebacks

5.3.1. Cancellations and refunds are governed by Annex II and by the conditions the Seller publishes in its Store, to the extent they do not conflict with Annex II.

5.3.2. Where a refund is due for a cause attributable to the Seller, Cuanto may process it to the Buyer and deduct its amount from the Seller Funds in accordance with Section 4.4.

5.3.3. The Buyer may initiate a Chargeback with the issuer of its payment method in accordance with the rules of the applicable brand. Cuanto shall cooperate in the management of the dispute and may request supporting documentation from the Seller.

5.3.4. Cuanto is not liable for the quality, delivery or conformity of the products or services purchased, without prejudice to its obligation to transfer to the Seller the sums collected in accordance with these Terms.

6. Usage limits, misuse, suspension and termination

6.1. Limits. Cuanto may set limits on the Services, including without limitation limits per transaction, per Order volume or per payment of any nature, and shall inform Users through the Platform or through their registered contact details.

6.2. Accounts. Access information, codes, passwords and security identifiers are the sole responsibility of the User, who releases Cuanto from liability for unauthorized access resulting from the User's negligence or from disclosure of that information. Access to the Platform is personal, unique and non-transferable; its sale, assignment or transfer is prohibited.

6.3. Misuse. Cuanto may prevent, freeze or suspend access for Users who engage in illegal activities, breach Annex I, or place at risk the reputation, security or regulatory compliance of the Platform. Users agree to compensate Cuanto for fraudulent use of the Platform by them or by their counterparties.

6.4. Suspension. In the event of a breach, Cuanto may suspend the Services in whole or in part upon simple notice, until the situation is remedied.

6.5. Termination. Cuanto may terminate the Agreement at any time, upon simple notice to the User and without this giving rise to any indemnification. The User may terminate the Agreement upon at least fifteen (15) calendar days' notice to Cuanto.

6.6. Survival. Termination does not release the parties from obligations assumed previously, nor does it affect Cuanto's ability to pursue collection of outstanding Amounts Owed. Sections 4.4, 5.2, 8, 9 and 11 survive termination.

7. Regulatory compliance

7.1. International sanctions. The User represents that it is not subject to, nor owned or controlled by persons or entities subject to, sanctions measures administered by the Office of Foreign Assets Control (OFAC) of the United States Department of the Treasury, the European Union, the United Nations Security Council, His Majesty's Treasury of the United Kingdom, or the sanctions rules of the Republic of Panama. The User undertakes not to use the Platform for the direct or indirect benefit of persons or jurisdictions subject to such measures. Cuanto may immediately suspend or terminate the Agreement if it determines that the User is in breach of this Section.

7.2. Anti-corruption. The User undertakes to comply with applicable anti-corruption and anti-bribery laws, including the United States Foreign Corrupt Practices Act and the laws in force in the Republic of Panama, and to refrain from making or offering payments, gifts or benefits for purposes of bribery or any other unlawful purpose.

7.3. Authorities. Cuanto may share information and grant access to records required by the competent authorities, without this giving rise to any right to compensation for Users.

8. Personal data

The processing of Users' personal data is governed by Cuanto's Privacy Policy, which forms part of the Agreement.

The Seller acknowledges that it will receive Buyers' personal data necessary to process and deliver Orders. The Seller undertakes to process that data solely for that purpose, not to transfer it or use it for any other purpose, and to comply with applicable data protection law. A breach of this Section constitutes a material breach of the Agreement.

9. Intellectual property

The User represents that it owns or holds a sufficient license over the material it publishes on the Platform, and grants Cuanto a free, non-exclusive and sublicensable license to display that material on the Platform and in Cuanto's communication channels, for as long as the Agreement remains in force.

The User acquires no right over the Platform, the trademarks or Cuanto's intellectual property.

10. Limitation of liability and indemnity

Cuanto assumes no liability to Users or to third parties for: the product information published by the Seller; the quality, quantity, condition or delivery of those products; price differences between what is published and what is invoiced; the warranties applicable to the products; consumer claims relating to the products; or events of force majeure or fortuitous event.

Each User shall hold Cuanto harmless against any claim, demand or penalty arising from a breach of its obligations under the Agreement, including reasonable costs and fees of defense.

11. General provisions

11.1. Assignment. Cuanto may assign the receivables owed by the Seller, as well as its rights and obligations under the Agreement, upon notice to the User. The User may not assign its position without Cuanto's written authorization.

11.2. Severability. If any provision of the Agreement is declared invalid or unenforceable by a competent court, the remaining provisions shall remain in force and fully enforceable.

11.3. No waiver. Failure to exercise any right shall not be construed as a waiver of the right to exercise it subsequently.

12. Governing law and jurisdiction

Any interpretation of or dispute relating to these Terms shall be submitted to the laws in force in the Republic of Panama and to the courts of that country.

13. Notices and contact

The parties agree that email is a suitable means of notice.

To Cuanto: hola@cuanto.app To the User: the email address registered in the User's account.

Users must keep their contact information up to date.