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.

Merchant further acknowledges and agrees that certain default responses generated through the Platform may include references to its underlying technology, including but not limited to attribution to Arturito, where contextually appropriate. This behavior is an integral part of the service’s functionality and branding framework and is subject to modification only under designated enterprise-tier configurations.

2. SAAS SERVICES

1 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.

1.1 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. Merchant is solely responsible for maintaining valid accounts and payment methods with any third-party providers required to operate the Platform effectively.

Merchant agrees to receive service-related or promotional communications from Arturito, including via SMS, email, or WhatsApp. Merchant may opt out of non-essential communications at any time by following the provided instructions. Standard data and messaging rates may apply.

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.

Merchant further acknowledges and agrees that when any end-user signs up to use the Platform (or is enrolled by Merchant), whether through the Arturito website or integrated systems, such end-user shall be considered a customer of Arturito (“Customer”), and Arturito shall retain the ongoing right to use any Customer data made available hereunder for service delivery, platform improvement, and lawful business purposes. This right shall survive the termination of this Agreement, unless expressly limited by applicable law or agreed subscription terms.

To the extent Merchant provides Arturito with any Customer data or personally identifiable information, Merchant represents and warrants that it has obtained all required consents and rights, including informing such persons of Arturito’s Terms of Use and Privacy Policy, and that such data may be used by Arturito in compliance with its Privacy Policy, available at www.arturito.ai/privacy. Merchant shall comply with all applicable data protection laws and with any written policies provided by Arturito.

Merchant shall include appropriate opt-out notices in any communications it delivers to Customers, and will honor any opt-out requests received..

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 (such as calendar availability, email, contacts, or messages), Arturito uses this data strictly to provide the features requested by the user, such as:

Scheduling or viewing calendar events

Accessing contact information for communication purposes

Managing support or sales conversations across connected platforms

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.

We do not transfer any user data from third-party integrations to external AI tools for the purpose of training generalized or non-personalized AI/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 including anything developed or created by Arturito as part of the Professional Services, 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 Arturito will bill Merchant for fees owed hereunder, Merchant’s payment will be considered delinquent if a payment is not received within thirty (30) days following the receipt of an invoice for such payments. If Merchant is paying via credit card, Merchant authorizes Arturito to charge the fees due hereunder (and any other charges Merchant may incur in connection with the Platform (such as taxes)) to Merchant’s provided payment instrument in advance on a periodic basis in accordance with the terms on each Order Form. Merchant is responsible for keeping its payment instrument and all associated information (such as the expiration date of a credit card) current at all times. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and Merchant does not promptly update its payment instrument information, (a) Arturito reserves the right to suspend Merchant’s access to the Platform until such time as payment is successfully settled, including past due payments, if any and (b) Merchant authorizes Arturito to continue charging its payment instrument, as it may be updated. If Merchant’s use of the Platform exceeds the capacities or limits on an Order Form or otherwise requires the payment of additional fees, Merchant hereby authorizes Arturito to charge such additional fees to Merchant’s payment instrument in the following pay cycle. All fees shall be paid in U.S. dollars. All fees paid are non-refundable. Merchant agrees to pay the costs and expenses incurred by Arturito or on behalf of Arturito in connection with the collection of any unpaid charges and fees. Merchant agrees to cover any additional bank charges associated with all Arturito payments and fees. Arturito is not obligated to pay any item presented for payment if Merchant's account does not contain sufficient collected funds. Merchant will be responsible for all taxes in connection with this Agreement (excluding taxes based on Arturito net income). Billing will commence on the first billing date, as specified in the Order Form.

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 (“Effective Date”) and continue for the initial term listed on the Order Form (“Initial Term”). The Order Form and this Agreement will automatically renew for successive periods equal to the Initial Term, as stated in the Order Form (each, a “Renewal Period”) (collectively, the Initial Term and any Renewal Periods shall be the “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 (such that the breach or breaches, individually or in the aggregate, deprive the other party of the intended benefit of 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. Written notices of breach must specify the grounds of such breach or default in reasonable detail. Except as provided in this Section and Section 11.1 above, Merchant may not otherwise terminate this Agreement or any Order Form except as may be explicitly set forth on the Order Form.

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"), including without limitation, the terms of this Agreement, the Software, the Dashboard, the Documentation, and information regarding the Disclosing Party’s business, plans, customers, technology, and products that are marked or otherwise identified as confidential or that would reasonably be understood to be confidential under the circumstances in which it is disclosed. The Receiving Party agrees that it will take reasonable precautions to prevent unauthorized disclosure or use of such Confidential Information. The Receiving Party may disclose Confidential Information of the Disclosing Party (i) to its employees, officers, directors, attorneys, accountants, financial advisors, and other representatives who have a need to know such information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder; (ii) to the extent required by any court, administrative agency, or other governmental body, or by operation of law, provided the Receiving Party provides the Disclosing Party with prompt written notice thereof so that the Disclosing Party may seek a protective order or other appropriate remedy; (iii) to enforce this Agreement or rights under this Agreement; or (iv) to a third party in connection with any merger, consolidation, reorganization, or other corporate transaction involving the Receiving Party, but only to the extent required or permitted by law, and provided that any third party recipient is bound by a written agreement to protect the confidentiality of such Confidential Information.

12.1 Personal Data:
Customer hereby acknowledges and agrees that Arturito performance of this SaaS Agreement may require Arturito to process, transmit and/or store Customer personal data or the personal data of Customer employees and Affiliates. By submitting personal data to Arturito, Customer agrees that Arturito and its Affiliates may process, transmit and/or store personal data only to the extent necessary for, and for the sole purpose of, enabling Arturito to perform its obligations under this SaaS Agreement. In relation to all Personal Data provided by or through Customer to Arturito, Customer will be responsible as the sole Data Controller for complying with all applicable data protection or similar laws such as EU Directive 95/46/EC and laws implementing that Directive that regulate the processing of Personal Data and special categories of data as such terms are defined in that Directive. Customer agrees to obtain all necessary consents and make all necessary disclosures before including Personal Data in Customer Content and using the Software and SaaS Services. Customer confirms that Customer is solely responsible for any Personal Data that may be contained in Customer Content, including any information which any Arturito SaaS User shares with third parties on Customer’s behalf. Customer is solely responsible for determining the purposes and means of processing Customer Personal Data by arturito under this Agreement, including that such processing according to Customer’s instructions will not place Arturito in breach of applicable data protection laws. Prior to processing, Customer will inform Arturito about any special categories of data contained within Customer Personal Data and any restrictions or special requirements in the processing of such special categories of data, including any cross-border transfer restrictions. Customer is responsible for ensuring that the Arturito SaaS meets such restrictions or special requirements. Arturito to process any Personal Data that meets the requirements set forth in this Section according to these Terms of Use.

12.2 Data Protection Legislation.

12.2.1 Each Party will comply with all Data Protection Laws, and any implementations of such Laws, applicable to its performance under this Agreement. The Parties acknowledge and agree that they will consider in good faith implementing any codes of practice and best practice guidance issued by relevant authorities as they apply to applicable country specific Data Protection Laws or their implementations.

12.2.2 Without limiting the generality of the foregoing, if Arturito is collecting or furnishing Personal Data to Merchant or if Arturito is processing, storing or transferring Personal Data on behalf of Merchant, then Arturito and Customer and/or their Affiliate(s), as applicable, will agree to supplemental privacy and security terms consistent with applicable Law. Unless Arturito and Merchant expressly agree to be bound by other terms and conditions that reflect their respective legal obligations with respect to Personal Data, Arturito and Merchant agree to the terms and conditions of the attached Data Processing Addendum. For the avoidance of doubt, no Personal Data should be processed or transferred under this Agreement without Privacy and Security Terms necessary for compliance with applicable Law.

12.3 Remedies. Each Party agrees that in the event of a breach or threatened breach of this Section 16, the non-breaching Party will be entitled to injunctive relief against the breaching Party in addition to any other remedies to which the non-breaching Party may be entitled.

12.3.1 “Data Protection Law” means all data protection and privacy laws applicable to the processing of Personal Data under the Agreement, including Regulation 2016/679 (General Data Protection Regulation) (“GDPR”), and Cal. Civ. Code 1798.100 et seq. (California Consumer Privacy Act) (“CCPA”).

13. INDEMNITY.

Merchant will defend any third party claim or action brought against Arturito relating to (a) the Merchant Rewards Programs, (b) Merchant’s breach of Section 5 (Merchant Information And Rewards Programs), or (c) Merchant’s breach of the representations and warranties contained in Section 6 (Customers) and Merchant will pay (i) any settlements entered into between Arturito and the third party claimant or (ii) final judgments awarded to the third party claimant by a court of competent jurisdiction. Arturito shall (a) provide Merchant with prompt written notice of any claim, (b) grant Merchant sole control of the defense and settlement of the claim, and (c) providing reasonable information and assistance to Arturito in the defense or settlement of the claim at Arturito’ expense.

14. DISCLAIMER.

THE ARTURITO PLATFORM AND PROGRAM AND ALL PRODUCTS, SERVICES (INCLUDING PROFESSIONAL SERVICES), CONTENT AND ITEMS PROVIDED BY ARTURITO HEREUNDER (INCLUDING, WITHOUT LIMITATION, 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, AND REGARDLESS OF THE FORM OF ACTION (E.G., WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) NEITHER Arturito NOR ANY OF ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE TO MERCHANT OR TO ANY OTHER PARTY IN CONNECTION WITH ANY SUBJECT MATTER OF THIS AGREEMENT FOR (A) ANY SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION), OR (B) ANY AMOUNTS IN THE AGGREGATE THAT EXCEED THE FEES PAID BY MERCHANT TO Arturito HEREUNDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE APPLICABLE CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY WHETHER OR NOT Arturito (OR ITS LICENSOR OR SUPPLIER, AS APPLICABLE) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

14.1 Automated Response Disclaimer and Limitation of Liability.

Merchant acknowledges that the Platform includes automated communication functionalities, including but not limited to AI-generated responses and logic-based workflows, which may be influenced by external models, third-party APIs, or Merchant-provided data and configurations. While Arturito uses commercially reasonable efforts to maintain the accuracy and reliability of such communications, GenLoyal LLC makes no representations or warranties regarding their content.

To the maximum extent permitted by law, GenLoyal LLC shall not be liable for any loss, damage, claim, or liability arising from or related to any automated message, response, or interaction delivered by the Platform, including any inaccuracy, omission, misinterpretation, hallucination, or unintended behavior, whether caused by the underlying model, configuration choices, third-party integrations, or system updates. This limitation applies regardless of the form of action, whether in contract, tort, or otherwise, and even if GenLoyal LLC has been advised of the possibility of such damages.

Merchant remains solely responsible for monitoring the use of the Platform, including reviewing and supervising communications with its own end-users. The Platform is provided “as is” and is intended as an automation tool—not as a substitute for human review or discretion in regulated or sensitive contexts.

14.2 Merchant Supervision and Use Acknowledgement

Merchant acknowledges and agrees that it is solely responsible for supervising and monitoring the use of the Platform within its operations. This includes, without limitation, reviewing the content and appropriateness of automated outputs, especially in regulated, sensitive, or high-stakes environments such as financial services, healthcare, legal, or government.
The Platform is intended as an automation support tool and is not designed to substitute Merchant’s independent judgment, compliance requirements, or oversight procedures.

14.3 No Reliance on Platform Outputs

Merchant acknowledges that the Platform may generate content that is inaccurate, incomplete, or contextually inappropriate. Merchant agrees not to rely exclusively on the Platform’s output for business-critical decisions, and assumes full responsibility for any actions taken based on such outputs, unless such output is the result of GenLoyal LLC’s willful misconduct or gross negligence.

15. GENERAL PROVISIONS.

The terms of this Agreement and any and all non-public information disclosed by Arturito to Merchant pursuant to this Agreement are confidential, and Merchant agrees not to disclose the terms of this Agreement or any such information to any third party, or use any such information other than for the purposes expressly set forth herein. Customer agrees that Arturito may use Customer’s name and logo to identify Customer as a customer of Arturito on Arturito’ website and in other advertising, marketing and promotional materials. Merchant may not assign this Agreement or any of its rights or delegate any of its duties under this Agreement without Arturito’ prior written consent, except to a successor to all or substantially all of its business or assets; Arturito may assign this Agreement and/or any of its rights and/or delegate any of its duties under this Agreement without consent. This Agreement contains the entire understanding of the parties with respect to the transactions and matters contemplated hereby, and supersedes all previous communications, understanding and agreements (whether oral or written). The Agreement consists of this Merchant Agreement, all exhibits attached hereto and all Order Forms, and represents entire agreement between the parties; any additional or conflicting conditions, printed or otherwise, appearing on any orders, copy instructions or other documents will be of no effect. 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.

15.1 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 or results from 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, failure of hosting or infrastructure providers, or third-party platform disruptions (including but not limited to WhatsApp, OpenAI, or other LLM providers).

Any obligations so delayed shall be promptly performed once the cause of such delay is removed.

16. 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:

(a) Merchant is suspected of engaging in fraudulent, unlawful, abusive, or harmful activity;

(b) such use may subject GenLoyal LLC or its partners to legal liability, reputational harm, or regulatory action;

(c) there is a suspected breach of data security or integrity caused by or related to Merchant’s use;

(d) continued use by Merchant interferes with or degrades the performance of the Platform for other users; or

(e) to comply with applicable law or the request of any governmental entity.

In addition, GenLoyal LLC may suspend the Platform for routine maintenance, system upgrades, or improvements. GenLoyal LLC will use commercially reasonable efforts to provide advance notice of such suspensions when feasible.

If a suspension is initiated under this Section 16, GenLoyal LLC may require the Merchant to provide documentation or clarification regarding the suspected behavior before restoring access. In the case of confirmed violations, GenLoyal LLC may retain any Merchant funds in its possession as a holdback to cover potential damages or claims, or use them to refund affected end-users.