YUNO BANKING CONNECTIVITY PARTNERSHIPTERMS AND CONDITIONS

These YUNO BANKING CONNECTIVITY PARTNERSHIP TERMS AND CONDITIONS (hereinafter, the “Terms and Conditions”) govern the relationship between Yuno Tecnologías S.A.P.I. de C.V. (Yuno), a company incorporated under the laws of the United Mexican States, with principal offices at Calle Cráter 38 Col. Jardines del Pedregal, Alcaldía Álvaro Obregón, Mexico City, CP 01900, and any licensed financial institution or regulated payment services provider that makes its banking infrastructure available through Yuno’s platform by executing a Banking Connectivity Partnership Schedule (hereinafter, the “Partnership Schedule”) that incorporates these Terms and Conditions by reference, or that has otherwise been accepted by Yuno as a banking connectivity partner (hereinafter, the “Partner”).

By executing a Partnership Schedule to Yuno, or otherwise making its banking services available through Yuno’s platform, the Partner expressly and unconditionally agrees to be bound by these Terms and Conditions, which may be amended by Yuno, together with the corresponding Partnership Schedule, constitute the entire agreement between Yuno and the Partner with respect to the banking connectivity program.

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Recitals

a) Yuno is engaged in the provision of intelligent orchestration services for financial technology infrastructure, including API-based data routing between licensed banking institutions and digital platform operators (“Yuno Banking Connectivity Services”). For the avoidance of doubt, Yuno does not directly provide banking services, hold deposits, issue payment instruments, or act as a regulated financial institution.

b) The Partner, as a duly licensed financial institution or regulated payment services provider, wishes to make its banking infrastructure and services (including virtual account issuance, fund custody, and fund transfers) available through Yuno’s platform, enabling Yuno’s merchant clients (“Merchants”) to connect to the Partner’s services through a single, unified API integration.

c) Yuno wishes to connect the Partner’s banking infrastructure to its platform and to make such infrastructure accessible to its Merchants, facilitating the data flow necessary for end user onboarding, account management, and transaction processing on behalf of those Merchants.

Therefore, in consideration of the mutual value and benefits, the Parties agree as follows:

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1. DEFINITIONS AND INTERPRETATION

1.1. Definitions

Unless the context requires otherwise, capitalized terms shall have the following meanings:

Agreement: Means these Terms and Conditions, together with any applicable Partnership Schedule accepted by the Parties, and any other annexes or documents incorporated by reference.

Yuno Banking Connectivity Services or Banking Connectivity  Services: The technology infrastructure and API connectivity services provided by Yuno enabling data routing between Merchants’ systems and the Partner’s banking infrastructure, including entity management orchestration, KYC/onboarding data routing, account management, transfer processing, and webhook notifications. These services are limited to data routing and API connectivity and do not include the provision of banking, financial, or regulated services of any kind.

Banking Service Provider or Provider: The Partner itself, in its capacity as the licensed financial institution or regulated payment services provider that provides the underlying banking products and services through Yuno’s platform to Merchants and their End Users. .

Confidential Information: Has the meaning set forth in Section 6.

Connection: A pre-configured link between a Merchant and the Partner's banking infrastructure, established and managed through Yuno's dashboard or API, which encapsulates credentials, routing configuration, and business rules.

End User: Any natural or legal person that is a customer of a Merchant and for whom the Merchant requests onboarding, account creation, or transaction services through Yuno’s Banking Connectivity Services, such services being ultimately provided by the Partner.

Intellectual Property Rights: Has the meaning set forth in Section 7.

Merchant: Any company or individual that has entered into a services agreement with Yuno for access to the Banking Connectivity Services and that routes data through Yuno's platform to the Partner's banking infrastructure for the purpose of offering banking products and services to its End Users.

Partnership Schedule: Any schedule executed between Yuno and the Partner that incorporates these Terms and Conditions by reference, including the initial schedule and any other applicable schedule upon renewal or amendment.

Sanctioned Entity: Any natural or legal person included on sanctions lists maintained by the UN, OFAC, EU, UK OFSI, or any other authority applicable to either Party.

Applicable AML Laws: The FATF Recommendations and any national legislation governing money laundering and terrorist financing in the Territory.

Applicable ABC Laws: Includes, without limitation, the U.S. FCPA, the UK Bribery Act 2010, and any other anti-corruption legislation binding on the Parties.

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1.2. Interpretation

Unless the context indicates otherwise: (a) references to sections and annexes refer to this Agreement; (b) headings are included for convenience only and do not affect interpretation; (c) the singular includes the plural and vice versa; (d) references to any gender include all genders; (e) the terms “including,” “among others,” or similar expressions do not imply limitation; (f) references to any Party include its authorized successors and assignees; (g) references to any document include it as amended, supplemented, or replaced; (h) references to laws include their amendments, replacements, or applicable regulations.

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2. BANKING CONNECTIVITY PARTNERSHIP

2.1. Appointment

Subject to these Terms and Conditions and the applicable Partnership Schedule, the Partner grants Yuno a non-exclusive right to connect the Partner’s banking infrastructure and services to Yuno’s platform and to make such services available to Yuno’s Merchants within the Territory specified in the Partnership Schedule. The Partner acknowledges that Yuno will route data and API requests from Merchants to the Partner’s systems on behalf of such Merchants.

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2.2. Scope of Services

The specific scope of the services, including the Connections to be established, applicable territories, and any service-level commitments, shall be detailed in the corresponding Partnership Schedule. The Partner may only use Yuno’s Banking Connectivity Services as set forth in these Terms and Conditions and in the applicable Partnership Schedule.

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2.3. Nature of the Relationship

The Parties expressly acknowledge that Yuno acts exclusively as a technology orchestration provider. Yuno does not provide, offer, or intermediate banking services, financial products, payment services, or any regulated financial activity. The underlying banking products and services are provided exclusively by the Partner, in its capacity as a licensed financial institution or regulated payment services provider. Yuno shall not be considered a financial institution, bank, payment service provider, money transmitter, or any other category of regulated entity in any jurisdiction.

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3. OBLIGATIONS

3.1. Partner Obligations

The Partner undertakes to fulfill the following obligations under this Agreement:

a) Make available to Yuno, and maintain in good working order, the API endpoints, authentication credentials, and technical infrastructure necessary for Yuno to route data between Merchants and the Partner’s banking systems, in accordance with the technical specifications agreed in the Partnership Schedule.

b) Maintain and keep current all banking licenses, permits, registrations, and regulatory authorizations required to provide the banking services contemplated by this Agreement in each jurisdiction of operation, and notify Yuno immediately and in writing of any suspension, revocation, material restriction, or regulatory action affecting any such license or authorization.

c) Define, communicate to Yuno in writing, and keep current the KYC, KYB, AML, and sanctions screening requirements that Merchants must fulfill with respect to their End Users prior to submitting onboarding or account creation requests through Yuno’s platform. The Partner acknowledges that KYC, AML, and sanctions screening obligations in respect of End Users are the exclusive responsibility of Merchants, not of Yuno.

d) Comply at all times with all applicable laws and regulations in each jurisdiction where it provides banking services, including without limitation: banking and prudential regulations, AML and counter-terrorist financing laws, consumer protection laws, data protection regulations, and applicable anti-corruption laws.

e) Cooperate with Yuno in the technical integration, testing, and maintenance of API connections, and designate a qualified technical contact responsible for coordinating integration activities with Yuno.

f) Notify Yuno with reasonable advance notice of any planned changes to the Partner’s API specifications, authentication mechanisms, or service terms that may affect Yuno’s ability to route data to the Partner’s systems.

g) Process or reject End User onboarding requests, account creation instructions, and transaction requests routed through Yuno’s platform in accordance with the Partner’s own regulatory obligations and agreed service levels. The commercial relationship with End Users is managed by the respective Merchant, not by Yuno..

h) Promptly notify Yuno of any suspicious activity, fraud, or security breach identified in connection with data routed through Yuno’s platform to the Partner’s systems.

i) Cooperate with Yuno and, where applicable, Merchants in connection with any regulatory audits, inspections, or information requests, to the extent consistent with the Partner’s own regulatory obligations and confidentiality requirements.

j) Not impose on Yuno, directly or by implication, any obligation to perform regulated activities — including KYC, AML, or sanctions screening — in connection with any End User or transaction routed through the platform.

k) Provide Yuno with all technical documentation, API specifications, sandbox access, and other information necessary for Yuno to fulfill its obligations under this Agreement.

l) Acknowledge that Yuno acts exclusively as a data routing and API connectivity provider and does not assume any responsibility for the Partner’s banking operations, End User relationships, or regulatory compliance.

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3.2. Yuno Obligations

Yuno undertakes the following obligations under this Agreement:

a) Provide and maintain the Banking Connectivity Services in accordance with the service levels set forth in the applicable Partnership Schedule.

b) Designate a qualified technical account manager who will be responsible for working closely with the Partner to coordinate integration, address technical issues, and facilitate successful use of the platform.

c) Provide the Partner with reasonably necessary technical documentation, API specifications, and support so that the Partner can fulfill its obligations under this Agreement.

d) Maintain appropriate Connections with the Partner as agreed in the Partnership Schedule.

e) Process all API requests and data orchestration in a professional and timely manner, consistent with the platform’s published performance specifications.

f) Provide the Partner with reasonable advance notice of any material changes to the Banking Connectivity Services or the platform that may affect the Partner’s operations.

g) Implement and maintain appropriate security measures to protect data processed through the platform, including encryption, access controls, and regular security assessments.

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3.3. Anti-Bribery and Anti-Corruption

The Partner shall: (i) comply with all Applicable ABC Laws; (ii) maintain adequate procedures to prevent acts of bribery; (iii) not offer, promise, or provide anything of value to improperly influence any person; (iv) immediately report any potential violation to Yuno’s Ethics and Compliance channel; (v) keep accurate books and accounting records; (vi) acknowledge that any breach constitutes a material default entitling Yuno to immediately terminate the Agreement.

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3.4. Anti-Money Laundering

The Partner represents and warrants that neither it, nor its owners, nor any Merchant it allows to connect through the platform is a Sanctioned Entity or participates in money laundering or terrorist financing activities. The Partner shall: (i) require Merchants to screen End Users against sanctions lists before submitting onboarding requests;

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4. COMPENSATION

The financial terms applicable to the Banking Connectivity Services shall be as agreed by the Parties and set out in the applicable Partnership Schedule. The compensation model may include fees payable by the Partner to Yuno, fees payable by Yuno to the Partner, a revenue sharing arrangement, or any combination thereof. The right to access and use the Banking Connectivity Services is conditioned upon full compliance with this Agreement and timely satisfaction of all financial obligations established in the Partnership Schedule

Yuno may suspend or limit access to the Banking Connectivity Services in the following cases:

(a) If the Partner fails to pay any undisputed amount within thirty (30) days of the applicable due date;

(b) If the Partner breaches this Agreement or any applicable Partnership Schedule;

(c) If continued provision of services could expose Yuno to regulatory, legal, or reputational risk.

Yuno may, in addition to any other remedies available under this Agreement or applicable law, offset any amounts owed by the Partner to Yuno against any credits, reimbursements, or other amounts payable by Yuno to the Partner under this Agreement

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5. TERM AND TERMINATION

5.1. This Agreement shall enter into force on the date indicated in the Partnership Schedule (the “Effective Date”) and shall remain in effect for the initial term set forth therein (the “Initial Term”). If no Initial Term is specified, this Agreement shall remain in effect indefinitely.

5.2. Upon expiry of the Initial Term, if applicable, the Agreement may be renewed as set forth in the Partnership Schedule or, failing that, shall continue in effect indefinitely unless terminated pursuant to this Section.

5.3. Termination for Cause: Either Party may terminate this Agreement immediately by written notice to the other Party if: (a) the other Party commits a material breach and fails to remedy it within thirty (30) days after written notice; (b) the other Party commits persistent breaches collectively constituting a material breach; (c) the other Party becomes insolvent or enters liquidation proceedings; (d) the other Party ceases or threatens to cease its business operations.

5.4. Termination for Convenience: Following the expiry of the Initial Term, either Party may terminate this Agreement without cause upon at least ninety (90) days’ prior written notice to the other Party.

5.5. Additional Termination Rights: Either Party may terminate this Agreement immediately if: (a) the other Party engages in fraudulent, deceptive, or unethical conduct; (b) the other Party makes unauthorized representations regarding the terminating Party’s services; (c) in the case of termination by Yuno: the Partner becomes subject to regulatory action that could affect Yuno’s ability to provide services; (d) a regulatory authority requires termination of the relationship; (e) in the case of termination by Yuno: the Partner becomes a direct competitor of Yuno or becomes owned, controlled by, or affiliated with a direct competitor of Yuno in the payment orchestration or banking-as-a-service market. The Partner shall immediately disclose in writing to Yuno any payment industry relationships, acquisitions, or activities that could reasonably constitute or create a competitive conflict of interest..

5.6. Effects of Termination: Upon termination or expiry: (a) all rights and licenses shall terminate immediately; (b) each Party shall return or destroy all Confidential Information; (c) the Partner shall cease use of Yuno’s Banking Connectivity Services and disconnect from the API; (d) the Parties shall cooperate in good faith to ensure an orderly wind-down of services, including providing End Users with reasonable notice and facilitating the migration of accounts to alternative providers; (e) the Partner shall pay all outstanding fees through the effective date of termination.

5.7. Survival: Sections 1, 5.6, 5.7, 6, 7, 8, 12, 13, 14, and 15 shall survive termination or expiry.

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6. CONFIDENTIALITY

6.1. For purposes of this Agreement, “Confidential Information” means all non-public information provided by one Party to the other, designated as confidential or reasonably understood to be confidential given its nature. Confidential Information includes, without limitation, technical data, API specifications, trade secrets, architecture of the Banking Connectivity Services, unpublished documentation, customer data, End User data, transaction data, business strategies, financial information, and pricing. Yuno’s Confidential Information specifically includes the architecture of the Banking Connectivity Services, API keys, security configurations, and provider connection details.

6.2. Information shall not be Confidential Information if the Receiving Party can demonstrate it: (i) was publicly known prior to disclosure; (ii) becomes publicly known through no act of the Receiving Party; (iii) was already in the Receiving Party’s possession; (iv) was obtained from a third party without breach of confidentiality; (v) was independently developed.

6.3. Each Party undertakes to: (i) maintain strict confidentiality; (ii) use Confidential Information solely for purposes of this Agreement; (iii) not disclose to third parties without prior written consent; (iv) implement appropriate technical and organizational measures to protect Confidential Information; (v) promptly notify the other Party of any unauthorized disclosure.

6.4. Permitted Disclosures: Only to Representatives with a legitimate need to know and subject to written confidentiality obligations, or when required by law.

6.5. Return or Destruction: Within thirty (30) days of termination, each Party shall return or destroy all Confidential Information and provide written certification.

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7. INTELLECTUAL PROPERTY

7.1. Intellectual Property Rights means all intellectual and industrial property rights recognized worldwide, whether registered or unregistered.

7.2. Ownership: (a) Yuno and/or its licensors are and shall remain the exclusive owners of all rights in Yuno’s Banking Connectivity Services, its API, platform, trademarks, and all related IP. (b) The Partner shall retain all rights in its own trademarks, technology, and IP. (c) This Agreement does not transfer any IP rights between the Parties. (d) Feedback: If the Partner provides suggestions or feedback regarding Yuno’s platform, Yuno shall have an irrevocable, worldwide, royalty-free license to use or incorporate such Feedback.

7.3. License Grants: (a) Yuno grants the Partner a non-exclusive, non-transferable, revocable license to use Yuno’s API and related documentation solely for the purpose of integrating with and using the Banking Connectivity Services. (b) The Partner grants Yuno a non-exclusive, royalty-free license to use the Partner’s trademarks solely for purposes agreed in writing.

7.4. Restrictions: Each Party shall not: (a) use the other’s IP in a manner that could damage its value; (b) register confusingly similar identifiers; (c) challenge ownership of the other’s IP; (d) reverse engineer, decompile, or create derivative works from the other’s technology; (e) remove proprietary notices.

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8. DATA PROTECTION

8.1. Compliance. Each Party shall comply with applicable data protection legislation.

8.2. Data Processing Roles. The Parties acknowledge that, in the context of the Banking Connectivity Services: (a) with respect to End User personal data transmitted through Yuno’s platform for onboarding, account management, and transaction processing, Yuno acts as a Data Processor on behalf of the Partner (Data Controller); (b) the Partner shall ensure it has a valid legal basis for the collection, processing, and transfer of End User personal data to Yuno, including appropriate consents and privacy notices; (c) the rights, obligations, and detailed terms governing the processing of End User personal data by Yuno on behalf of the Partner are governed exclusively by the Data Processing Addendum (“DPA”) available at https://y.uno/dpa, specially its Banking Connectivity Services Annex, which forms an integral and inseparable part of this Agreement. The DPA is binding upon the Parties with the same force and effect as these Terms and Conditions..

8.3. Enhanced Data Protection. Given the sensitive nature of End User financial data processed through the platform, both Parties shall implement and maintain enhanced security measures including: (a) encryption of all personal data in transit (TLS 1.2 or higher) and at rest; (b) regular security assessments and penetration testing; (c) access controls and audit logging; (d) incident response procedures with notification within seventy-two (72) hours of discovery of a breach.

8.4. International Transfers. Where the Partner transfers personal data across jurisdictions, the Partner shall ensure appropriate safeguards are in place, including Standard Contractual Clauses or other valid mechanisms.

8.5. Acceptance of DPA and Banking Connectivity Services Annex. The Partner acknowledges that it has read and accepts Yuno’s Data Processing Agreement available at https://y.uno/dpa and the Banking Connectivity Services Annex thereto (“DPA”) as updated from time to time by Yuno in accordance with their terms. The Partner shall not transmit or cause the transmission of any End User personal data through Yuno’s Banking Connectivity platform unless and until it has accepted the DPA. Yuno reserves the right to suspend or refuse access to the Banking Connectivity Services if the Partner is found to be processing End User personal data in violation of the DPA. In the event of any conflict between the provisions of this Section 8 and the DPA with respect to the processing of personal data, the DPA shall prevail.

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9. ANTI-BRIBERY AND CORRUPTION

9.1. Compliance. The Partner represents, warrants, and covenants that it shall comply, and shall ensure its owners, directors, officers, employees, agents, and any other third parties acting on its behalf in connection with this Agreement (collectively, “Partner Representatives”) comply, with all applicable law relating to anti-bribery and anti-corruption, including but not limited to the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act 2010, the Ley General de Responsabilidades Administrativas (Mexico), and any other applicable local anti-corruption laws in the jurisdictions where it operates or performs activities under this Agreement. The Partner shall maintain accurate books, records, and accounts in connection with its activities under this Agreement, reflecting all transactions in reasonable detail and in accordance with generally accepted accounting principles.

9.2. Prohibited Conduct. The Partner and Partner Representatives shall not, directly or indirectly, offer, promise, give, authorize, solicit, or accept any pecuniary or other advantage, gift, payment, consideration, or benefit of any kind which is or could be construed as an illegal or corrupt practice (including bribes or facilitation payments) to or from any person or entity, including any Government Official, for the purpose of obtaining or retaining business, securing an improper advantage, or influencing any act or decision in connection with the activities under this Agreement or Yuno’s business. “Government Official” includes any officer or employee of a government at any level, any department, agency, or instrumentality thereof, any public international organization, any political party, party official, or candidate for public office.

9.4. Notification. The Partner shall immediately notify Yuno in writing of any credible allegations, investigation, or suspected or actual breach of this Section 9.

9.5. Termination. Yuno may terminate this Agreement immediately upon written notice to the Partner if Yuno determines, in its reasonable discretion, that the Partner has breached any provision of this Section 9. The Partner acknowledges that any breach of this Section constitutes a material default entitling Yuno to immediate termination.

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10. SANCTIONS AND ANTI-MONEY LAUNDERING (AML) COMPLIANCE

10.1. Sanctions Compliance: The Partner represents and warrants that: (a) neither it, nor its owners, directors, officers, or employees are subject to Sanctions; (b) it shall not use Yuno’s services in a manner that would violate Sanctions; (c) it shall not onboard End Users that are subject to Sanctions.

10.2. AML Compliance: The Partner shall conduct its business in compliance with all applicable AML and counter-terrorist financing laws. The Partner shall implement and maintain KYC, KYB, and transaction monitoring procedures consistent with FATF standards and applicable local regulations.

10.3. Notification and Termination: The Partner shall promptly notify Yuno of any breach of this Section. Yuno may terminate this Agreement immediately if the Partner has breached any provision of this Section or if maintaining the relationship could expose Yuno to Sanctions or AML risks.

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11. AUDIT RIGHTS

11.1. Upon reasonable prior written notice of not less than ten (10) business days (unless a shorter period is required due to a suspected material breach or regulatory requirement), Yuno or its designated independent auditor (who shall be subject to confidentiality obligations no less restrictive than those in this Agreement) shall have the right, during normal business hours and no more than once per calendar year (unless a material breach is reasonably suspected or a regulatory body requires more frequent audits), to audit the Partner’s records, processes, and documentation directly related to its compliance with its material obligations under this Agreement, including but not limited to obligations under Sections 8 (Data Protection), 9 (Anti-Bribery and Corruption), 10 (Sanctions and AML Compliance), and applicable regulatory requirements. The Partner shall provide reasonable cooperation and access to relevant information and personnel in connection with such audits. Audits shall be conducted in a manner that minimizes unreasonable disruption to the Partner’s business operations. If an audit reveals a material breach by the Partner, the Partner shall, without prejudice to Yuno’s other rights or remedies, promptly take corrective actions at its own expense. If the breach is significant, the Partner shall bear the reasonable, documented, out-of-pocket costs of such audit.

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12. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has full capacity and authority to enter into this Agreement; (b) this Agreement constitutes a legal, valid, and binding obligation; (c) execution does not violate any other agreement; (d) it shall comply with all applicable laws; (e) it has all necessary licenses and authorizations; (f) it has the knowledge, skills, and resources necessary to perform its obligations; (g) it shall not make unauthorized representations about the other Party; (h) it shall not engage in deceptive or unethical practices.

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13. INDEMNIFICATION

Each Party (as “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party from and against any Losses arising out of: (a) breach of representations, warranties, or obligations; (b) negligent or willful acts; (c) IP infringement claims; (d) failure to comply with applicable laws; (e) in the case of the Partner: any claims by Merchants, End Users, or regulatory authorities arising from the Partner’s failure to provide the Banking Connectivity Services in accordance with its regulatory obligations or agreed service levels, or from any breach by the Partner of applicable banking, AML, or data protection regulations.

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14. LIMITATION OF LIABILITY

14.1. EXCLUSION OF INDIRECT DAMAGES. EXCEPT IN CASES OF BREACH OF CONFIDENTIALITY OR IP RIGHTS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES.

14.2. LIABILITY CAP. THE TOTAL AGGREGATE LIABILITY OF EACH PARTY SHALL NOT EXCEED THE GREATER OF: (a) THE TOTAL FEES PAID OR PAYABLE BY THE PARTNER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT; OR (b) FIFTY THOUSAND UNITED STATES DOLLARS (USD 50,000).

14.3. EXCLUSIONS. The limitations in this Section 14 shall not apply to: (a) the Partner’s payment obligations; (b) either Party’s indemnification obligations; (c) breaches of confidentiality or data protection obligations; (d) liabilities arising from willful misconduct or fraud.

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15. GENERAL PROVISIONS

15.1. Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement shall be construed as creating an agency, partnership, joint venture, employment, or fiduciary relationship. Yuno is not a financial institution and this Agreement does not create any banking, lending, or other regulated financial relationship.

15.2. Non-Exclusivity. This Agreement is non-exclusive. Yuno may integrate additional banking service providers into its platform, and the Partner may offer its banking services through other technology providers or directly to third parties, subject to any restrictions agreed in the Partnership Schedule. Notwithstanding the foregoing, during the term of this Agreement and for twelve (12) months following its termination or expiry, the Partner shall not: (a) develop, offer, or commercialize technology services that directly compete with Yuno’s Services and Banking Connectivity Services in the Territory, whether as owner, developer, employee, consultant, or in any other capacity; (b) enter into any connectivity, integration, or intermediation arrangement with any direct competitor of Yuno for purposes equivalent to those contemplated by this Agreement; (c) solicit, approach, or induce any Merchant that accessed the Partner’s services through Yuno’s platform to establish a direct technical integration that would circumvent or replace Yuno’s platform.; or (d) offer to any such Merchant a dedicated API integration replicating the functionality provided by Yuno’s Banking Connectivity Services for the sole purpose of displacing Yuno. The Partner shall immediately disclose in writing to Yuno any payment industry relationship, acquisition, or activity that could reasonably create a conflict of interest under this clause. Yuno may terminate this Agreement immediately if, in its reasonable judgment, such relationships or activities threaten its business interests. This clause does not restrict the Partner from onboarding Merchants who independently approach the Partner outside of Yuno’s platform, or from conducting its ordinary banking business

15.3. Assignment. Neither Party may assign its rights or obligations without prior written consent.

15.4. Force Majeure. Neither Party shall be liable for failure or delay resulting from causes beyond its reasonable control.

15.5. Notices. All notices shall be in writing and shall be deemed delivered when: (a) delivered personally; (b) received by email; or (c) three (3) days after dispatch by certified mail.

15.6. Amendments. Yuno reserves the right to amend, modify, or supplement  these Terms and Conditions at any time in its sole discretion. Continued use of the Banking Connectivity Services after the notice period constitutes acceptance. Yuno will provide the Partner with prior notice of any material changes by: (a) sending an email to the contact address in the applicable Partnership Schedule; (b) posting a notification on Yuno’s website or platform dashboard; or (c) any other reasonable means of written communication. If the Partner does not agree to the amended terms, the Partner’s sole and exclusive remedy is to terminate this Agreement by providing written notice to Yuno prior to the effective date of the amendments, and cease all use of the Banking Connectivity Services. The Partner’s continued access to or use of the Banking Connectivity Services after the notice period constitutes unconditional acceptance of the amended Terms and Conditions

15.7. Severability. If any provision is found invalid, it shall be severed without affecting remaining provisions.

15.8. Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the United Mexican States. Disputes shall be submitted to the federal or state courts in Mexico City.

15.9. Entire Agreement. This Agreement, including the Terms and Conditions, the Partnership Schedule, and any incorporated annexes, constitutes the entire agreement between the Parties. In the event of conflict between these Terms and Conditions and a Partnership Schedule, the Schedule shall prevail with respect to the specific subject matter, provided that such Partnership Schedule has been duly accepted by Yuno in writing. Where the Partner also maintains a separate contractual relationship with Yuno under Yuno’s standard merchant terms and conditions, such relationship shall be treated as independent from this Agreement. The termination, breach, or modification of one shall not automatically affect the other, except as expressly agreed in writing.

15.10. Waiver. No waiver shall be valid unless made in writing.

15.11. Language. These Terms and Conditions are drafted in English. In the event of a translation, the English version shall prevail.

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