Standard Merchant Agreement

Arturito.AI - the conversational automation platform.

This STANDARD MERCHANT AGREEMENT (this "Merchant Agreement") is entered into by and between you and GenLoyal LLC, the operator of Arturito, the conversational automation platform ("Arturito"). Specific business terms associated with Merchant's subscription to the Platform are set forth in one or more ordering documents executed by the parties that reference this Merchant Agreement ("Order Form") and are hereby incorporated into this Merchant Agreement by reference (collectively, the Merchant Agreement and the Order Form shall be the "Agreement").

For the purposes of this Merchant Agreement, "you" or "Merchant" means the party identified as the merchant in the applicable Order Form. By executing an Order Form that references this Merchant Agreement, each party signifies that it has read, understands, and agrees to be bound by this Merchant Agreement. This Agreement shall be effective as of the date the first applicable Order Form is executed. This Merchant Agreement governs all Order Forms and any conflicting or additional terms and conditions are of no force or effect unless agreed to in writing signed by an authorized officer of GenLoyal LLC.

Subject to the terms of this Agreement, Arturito will allow Merchant to offer conversational automation services to Merchant's customers using the Platform, which includes messaging apps (e.g., WhatsApp, Instagram), websites, voice interfaces, and any other communication channels supported by Arturito now or in the future. The Platform includes the Dashboard and Software (all as defined in Section 1) (collectively, the "Platform").

1. DEFINITIONS

"Customer" as an individual or legal entity that acquires the services of Arturito, under this Merchant Agreement. The Customer agrees to comply with the obligations and terms stipulated in this Merchant Agreement, while the company or provider commits to supply the goods or services according to the agreed conditions.

"Customer Content" means all data and materials provided by Customer to Arturito for use in connection with the SaaS Services, including, without limitation, private network IP addressing, network elements, authentication credentials and vendor-specific API documentation.

"Merchant" refers to the entity or individual that offers its products or services and accepts payments from customers under this commercial agreement.

"SaaS Services" refers to the specific service accessible through Arturito, including but not limited to messaging, voice, and future supported channels, identified in a Schedule, that provide the use of the Platform hosted by Arturito or its service provider and made available to the Customer over a network on a temporary basis.

"Software" means the object code version of any software to which Customer is provided access as part of the SaaS Services, including any updates or new versions.

"Subscription Term" shall mean that mandatory period specified in a Schedule during which Customer will have on-line access and use of the Software through Arturito SaaS Services. The Subscription Term shall renew for successive 12-month periods unless either party delivers written notice of non-renewal to the other party at least 30 days prior to the expiration of the then-current Subscription Term.

"Platform" The Platform consists of two (2) components: (a) an online dashboard hosted by Arturito that allows Merchants to manage and create automation workflows and track customer data ("Dashboard"), and (b) a software component that connects to the Merchant's systems or APIs and interacts with the Dashboard ("Software"). Subject to the terms and conditions of this Agreement, Arturito hereby grants to Merchant (a) a non-exclusive, non-assignable, non-transferable, non-sublicensable, limited right and license to use and display the Software for Merchant's business purposes, and (b) the right to access and use the Dashboard, in the case of both (a) and (b), solely in accordance with the documentation related to the Software or the Platform generally published by Arturito.

2. SAAS SERVICES

During the Subscription Term, Customer will receive a nonexclusive, non-assignable, royalty free, worldwide right to access and use the SaaS Services solely for its internal business operations subject to the terms of this Agreement and up to the number of Service Units documented in the Schedule.

Customer acknowledges that this Agreement is a service subscription, and that no other rights, other than the ones described above during the Subscription Term, are being granted herein.

3. RESTRICTION AND RESPONSIBILITIES

3.1 Merchant agrees that (a) it will not decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Software, (b) it will not sell, lease, license, sublicense, distribute, rent, transfer, assign, time share, or otherwise commercially exploit or provide the Platform to any third party, (c) it will only use the Software to interface with the Dashboard as contemplated by this Agreement, (d) create internet "links" to or from the Dashboard, or "frame" or "mirror" the Dashboard, (e) reverse assemble, reverse compile, reverse engineer, decompile, or otherwise attempt to discover the object code, source code, SDKs, non-public APIs, or underlying ideas or algorithms of the Platform, except as and only to the extent this restriction is prohibited by law, (f) remove or obscure any copyright, trademark, or other proprietary notices, legends, or Arturito branding contained in or on the Platform, (g) use the Platform in any way that violates any applicable federal, state, local, or international law or regulation, (h) introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful, (i) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Dashboard, the server on which the Dashboard is stored, or any server, computer, or database connected to the Platform, and (j) use the Platform to send or store materials that are obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights. Arturito may, in its sole discretion, immediately suspend Merchant's access to the Platform if Merchant violates the terms of this Section.

3.2 Merchant shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer's knowledge or consent.

4. PROFESSIONAL SERVICES

From time to time, upon the mutual agreement of the parties, Arturito and Merchant may enter into ordering documents or statements of work ("Statement of Work") for the purpose of Arturito providing certain professional services to Merchant ("Professional Services"). Merchant shall pay Arturito a fee (if applicable) for any Professional Services provided in accordance with this Agreement and the applicable Statement of Work.

5. MINIMUM TERM OF SUBSCRIPTION

The present contract establishes a minimum period of stay for the use of the Arturito Platform. Merchant agrees to maintain their subscription and utilize the services offered by Arturito Platform for a minimum period of 12 months starting from the date of the subscription start.

During the minimum period of stay, Merchant agrees to comply with all obligations and terms set forth in this contract. In the event that Merchant decides to cancel their subscription before the minimum period of stay expires, a cancellation fee equivalent to the total remaining cost of the subscription will apply.

The minimum period of stay aims to ensure the sustainability and profitability of service provision by Arturito Platform. Upon the conclusion of the minimum period of stay, the contract will automatically renew for additional periods of 12 months unless Merchant notifies their desire to cancel the subscription with 2 months prior notice before the expiration date.

6. MERCHANT INFORMATION AND PLATFORM USAGE

Merchant grants to GenLoyal LLC, operator of the Arturito platform, a non-exclusive, worldwide, royalty-free license to display, reproduce, and use Merchant's trademarks, logos, and business description (collectively, "Merchant Marks") solely in connection with the operation, provision, and marketing of the Platform.

As part of the Platform, Merchant may configure automated interactions, workflows, and business logic that are delivered to its customers through supported communication channels. Merchant represents, warrants, and covenants that such configurations shall comply with all applicable laws and regulations, and that Merchant is solely responsible for their content, accuracy, and compliance.

Merchant acknowledges and agrees that any costs associated with third-party communication channels (including but not limited to WhatsApp Business templates, SMS fees, or platform-specific charges) are the sole responsibility of the Merchant. Arturito does not cover, assume, or reimburse any external usage costs related to the Merchant's selected channels.

Following any expiration or termination of this Agreement, and if requested by Merchant within seven (7) days thereof, Arturito will provide Merchant with any available relevant data in its possession regarding Customer interactions and configurations specific to the Merchant's use of the Platform.

7. DATA

Regardless of where the Software is installed, as part of providing the Platform, Arturito may collect data related to the use and performance of the Platform. The parties acknowledge that Arturito is free to collect and analyze such data and other information relating to the provision, use and performance of the Platform for the purpose of improving the Platform provided that Merchant cannot be identified and such data is used solely in an aggregate or other de-identified form.

7.1 USE OF THIRD-PARTY INTEGRATION DATA

Arturito may connect to third-party services (such as Google Workspace, Microsoft 365, or other calendar, communication, or productivity platforms) to enhance user experience and automate actions on behalf of the user. When users grant access to third-party data, Arturito uses this data strictly to provide the features requested by the user. We do not use any user data obtained from third-party integrations to develop, improve, or train generalized or non-personalized artificial intelligence (AI) or machine learning (ML) models. All data access and processing are conducted in accordance with user consent and limited solely to the operation of features the user has enabled. Users may revoke access to third-party services at any time.

8. FEEDBACK

Merchants may from time to time provide suggestions, comments or other feedback with respect to the products or services of the Receiving Party ("Feedback"). Both Parties agree that all Feedback is and shall be given entirely voluntarily. Arturito shall be free to use, disclose, reproduce, license or otherwise distribute and exploit any Feedback as it sees fit, entirely without obligation or restriction of any kind.

9. OWNERSHIP

Merchant acknowledges and agrees that Arturito and its licensors are the owners of all right, title and interest in and to the Platform, the Software, and all updates, upgrades, and derivative works thereto, including anything developed or created by Arturito as part of the Professional Services, and all intellectual property rights therein, and that Merchant will not obtain or claim any ownership interest in the foregoing.

10. PAYMENT

Merchant will pay Arturito in accordance with the payment terms set forth on the Order Form. Fees may be due in advance or shall be paid in arrears, as described on the applicable Order Form. If Merchant is paying via credit card, Merchant authorizes Arturito to charge the fees due hereunder to Merchant's provided payment instrument in advance on a periodic basis in accordance with the terms on each Order Form. All fees shall be paid in U.S. dollars. All fees paid are non-refundable. Merchant will be responsible for all taxes in connection with this Agreement (excluding taxes based on Arturito net income).

11. TERM AND TERMINATION

11.1 Term. The term of this Agreement shall start on the effective date or the subscription start date (as applicable) listed on the Order Form and continue for the initial term listed on the Order Form. The Order Form and this Agreement will automatically renew for successive periods equal to the Initial Term unless either party provides the other with notice of its intent not to renew at least thirty (30) days before the end of the then-current Term.

11.2 Termination. Either party may terminate this Agreement if the other party breaches or defaults on any of its obligations under this Agreement and said breach or default continues un-remedied for a period of ninety (90) days after the breaching party's receipt of written notice.

11.3 Effect of Termination. Upon termination of this Agreement, Merchant's rights to use and access the Platform will immediately cease and Merchant will cease using and accessing the Software and the Dashboard and pay any associated fees.

12. CONFIDENTIALITY

Each party (the "Receiving Party") acknowledges and agrees that it may receive or have access to certain confidential or proprietary information of the other party (the "Disclosing Party"). The Receiving Party agrees that it will take reasonable precautions to prevent unauthorized disclosure or use of such Confidential Information.

13. INDEMNITY

Merchant will defend any third party claim or action brought against Arturito relating to Merchant's breach of this Agreement and Merchant will pay any settlements or final judgments awarded to the third party claimant by a court of competent jurisdiction.

14. DISCLAIMER

THE ARTURITO PLATFORM AND ALL PRODUCTS, SERVICES, CONTENT AND ITEMS PROVIDED BY ARTURITO HEREUNDER ARE PROVIDED "AS IS". ARTURITO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF UNINTERRUPTED USE AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

15. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, NEITHER ARTURITO NOR ANY OF ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE TO MERCHANT FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND, OR ANY AMOUNTS IN THE AGGREGATE THAT EXCEED THE FEES PAID BY MERCHANT TO ARTURITO IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE APPLICABLE CLAIM.

16. GENERAL PROVISIONS

This Agreement contains the entire understanding of the parties with respect to the transactions and matters contemplated hereby. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard for conflict of law principles. The parties irrevocably consent to the exclusive personal jurisdiction of the federal and state courts located in Florida.

16.1 Force Majeure. GenLoyal LLC shall not be liable for any failure or delay in performance under this Agreement to the extent such failure or delay is caused by acts beyond its reasonable control, including but not limited to acts of God, natural disasters, civil unrest, terrorism, war, governmental actions, labor disputes, pandemics, internet or telecommunications outages.

17. SUSPENSION OF THE ARTURITO SERVICES

GenLoyal LLC reserves the right to suspend or terminate access to the Platform, in whole or in part, without prior notice, if Merchant is suspected of engaging in fraudulent, unlawful, abusive, or harmful activity, or such use may subject GenLoyal LLC or its partners to legal liability, reputational harm, or regulatory action. GenLoyal LLC may also suspend the Platform for routine maintenance, system upgrades, or improvements.