Terms and Conditions

For the purposes of these Terms and Conditions:

• "Ponuz", "Platform" or "Service": The AI-powered productivity platform for teams and professionals, including the desktop application, the backend API, and the website, provided by the Provider.
• "Provider", "we" or "our": Juan Carlos Rivera Alvarado, individual with business activity.
• "User", "you" or "your": Any person who accesses, downloads, installs, or uses the Platform.
• "Account": The unique registration that identifies a User on the Platform.
• "Workspace": A shared work environment where team members collaborate within the Platform.
• "Workspace Owner": The User who created the Workspace and is responsible for its administration and billing.
• "User Content": All information, data, text, audio, transcriptions, tasks, documents, files, screenshots, chat messages, knowledge articles, and any other material that the User uploads, creates, generates, or processes on the Platform.
• "AI-Generated Content": Any text, summary, task, article, document, or other material produced by the Platform's artificial intelligence systems.
• "Plan": The subscription tier contracted by the User (Pro or Business).
• "AI Credits": Units of consumption measured in input/output tokens for artificial intelligence features.
• "Overlay": The floating Ponuz window that remains visible over other applications.
• "Memory Facts": Facts and preferences that the AI agent learns from the User's interactions.

2.1 Binding Agreement

By accessing, downloading, installing, or using Ponuz, you agree to be legally bound by these Terms and Conditions, our Privacy Notice, our Cookie Policy, and any additional policies published on the Platform (collectively, the "Agreement").

2.2 Legal Capacity

By using Ponuz, you represent and warrant that:

• You are at least 18 years of age
• You have the legal capacity to enter into binding contracts in your jurisdiction
• You are not prohibited from using the Service under applicable laws
• You will comply with all applicable local, state, national, and international laws and regulations

2.3 Business Use

If you use Ponuz on behalf of a company, organization, or legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. In such case, "you" and "your" refer to both you individually and such entity.

2.4 Non-Acceptance

If you do not agree with any part of these Terms, you must not download, install, or use the Platform. Continued use after the publication of modifications constitutes acceptance of the updated terms.

3.1 Nature of the Service

Ponuz is an AI-powered productivity platform designed for remote teams and professionals. The Platform integrates meeting documentation, task management, a knowledge base, and a contextual AI assistant.

3.2 Main Features

3.3 Supported Platforms

3.4 Automatic Updates

The desktop application periodically checks for updates and may download and install updates automatically. By installing Ponuz, you consent to this automatic update mechanism.

3.5 Technical Requirements

To use Ponuz you need:

• A computer running macOS 11+ (Apple Silicon or Intel) or Windows 10+ (coming soon)
• A stable internet connection
• A working microphone (for meeting recording and dictation)
• System permissions: microphone, screen capture (macOS), global keyboard shortcuts

4.1 Minimum Age

The use of Ponuz is restricted to persons 18 years of age or older. We do not permit registration or use by minors under any circumstances.

4.2 Truthful Information

You agree to provide truthful, current, and complete information during registration and to keep it updated at all times.

4.3 One Account Per Person

Each individual may have only one personal account. Accounts are not transferable, assignable, or shareable.

4.4 Legal Compliance

You are responsible for complying with all applicable laws and regulations in your jurisdiction when using the Platform, including without limitation privacy laws, communication recording laws, intellectual property laws, and data export regulations.

5.1 Account Creation

To use Ponuz, you must create an account by providing:

• Full name
• A valid email address
• Your workspace name (if you are the owner)

Authentication is managed through our identity provider. Depending on your organization's configuration, you may authenticate via email/password, Google, or enterprise SSO.

5.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your access credentials
• All activities conducted from your account
• Notifying us immediately of any unauthorized use at security@ponuz.com
• Not sharing your credentials with third parties

Ponuz securely stores authentication tokens in the operating system's protected storage. However, the security of your device and credentials is your responsibility.

5.3 Workspace User Types

5.4 Workspace Owner Responsibility

The Workspace Owner is responsible for:

• Ensuring that all members comply with these Terms
• Billing and payments for the workspace
• Obtaining the necessary consents from members for data processing within the workspace
• Appropriate configuration of permissions and AI tools

6.1 Available Plans

Ponuz offers the following subscription plans:

6.2 Pricing

Current pricing is available at https://ponuz.com. All prices:

• Are expressed in United States dollars (USD) unless otherwise indicated
• Do not include applicable taxes, which will be added according to the user's jurisdiction
• May change with 30 days' prior notice to active subscribers

6.3 Additional AI Credits

• You may purchase additional AI credits at any time
• Purchased credits are non-refundable
• Unused credits do not carry over between billing periods unless otherwise indicated

6.4 Overage Usage

If you exceed your plan limits (storage, AI responses):

• You will be notified when approaching the limits
• Certain features may be restricted until you upgrade your plan or a new period begins
• No additional charges will be applied without your prior authorization

7.1 Billing Cycle

• Plans are billed on a monthly or annual basis, at your choice
• The cycle begins on the date of subscription
• Billing is charged in advance at the beginning of each period
• The model is per-seat pricing: a charge is applied for each user in the workspace

7.2 Payment Methods

We accept payments through Stripe, Inc., including:

• Credit and debit cards (Visa, Mastercard, American Express)
• Other payment methods available in your region through Stripe

7.3 Automatic Charges

By subscribing to a paid plan, you authorize:

• Automatic recurring charges according to your billing cycle
• Repeated payment attempts in case of payment method failure
• Amount updates if the number of seats in your workspace changes

7.4 Self-Service Portal

You may manage your subscription, payment method, and billing history through the Stripe customer portal, accessible from your account settings.

7.5 Taxes

You are responsible for all applicable taxes (VAT, sales tax, GST, etc.). Prices shown may not include local taxes, which will be calculated and added based on the billing address provided.

7.6 Payment Disputes

If you disagree with a charge:

1. Contact us at contact@ponuz.com within 30 days of the charge
2. Provide details of the disputed charge
3. We will investigate and respond within 10 business days

8.1 Right to Cancel

You may cancel your subscription at any time, without the need for justification.

8.2 How to Cancel

Cancellation is as easy as subscribing:

1. Log in to your account on the application or website
2. Go to Settings → Billing
3. Click "Cancel subscription"
4. Confirm the cancellation

You may also cancel by sending an email to contact@ponuz.com.

8.3 Effects of Cancellation

Upon cancellation:

• Your subscription will remain active until the end of the paid period
• No additional charges will be made
• At the end of the period, you will lose access to the features of the contracted plan
• Your content will be retained for 30 days after expiration to allow you to export your data

8.4 Refunds

• Monthly plans: We do not offer refunds for partial periods
• Annual plans: Prorated refund for the unused time within the first 30 days of subscription
• AI credits: Non-refundable
• Right of withdrawal: 14 calendar days from the date of subscription for a full refund (distance contracts, in accordance with applicable legislation)

8.5 Account Deletion

If you wish to completely delete your account and data:

1. Use the account deletion feature in the Platform settings
2. Or send a request to contact@ponuz.com
3. Deletion will be carried out in accordance with the timelines established in the Privacy Notice

9.1 Permitted Uses

Ponuz is designed exclusively for:

• Documentation and transcription of legitimate meetings
• Personal and team productivity management
• Professional collaboration in teams and organizations
• Creation and management of knowledge bases
• AI assistance for professional tasks

9.2 Prohibited Uses

The following uses of Ponuz are strictly prohibited:

Illegal Activities:

• Violating any applicable local, national, or international laws, regulations, or ordinances
• Recording conversations without the consent of all participants when required by law
• Processing personal data of third parties without an adequate legal basis
• Infringing intellectual property, privacy, or other rights of third parties
• Surveillance, espionage, or unauthorized monitoring of individuals

Prohibited Content:

• Illegal, obscene, defamatory, threatening material, or material that incites hatred
• Content that promotes violence, terrorism, or illegal activities
• Spam, phishing, social engineering, or fraudulent communications
• Malware, viruses, ransomware, or any malicious code
• Material that exploits or endangers minors

Technical Abuse:

• Attempting unauthorized access to systems, accounts, or data
• Reverse engineering, decompiling, or disassembling the software
• Circumventing, disabling, or interfering with security measures, rate limits, or technical limitations
• Intentionally overloading the infrastructure or conducting denial-of-service attacks
• Using bots, scrapers, or unauthorized automation
• Mass data extraction
• Attempting to access third-party provider API keys

Unauthorized Commercial Use:

• Reselling, redistributing, or sublicensing the service or any part thereof
• Using Ponuz to provide transcription, AI, or productivity services to third parties as your own product
• Directly competing with Ponuz using our technology or data
• Creating derivative products based on the Platform

9.3 Third-Party Content in Meetings

When recording meetings that include third parties:

• It is your sole responsibility to obtain informed consent from all participants before starting the recording
• It is your responsibility to inform about the recording, the AI transcription, and the storage of content
• It is your responsibility to comply with the privacy and communication recording laws applicable in all jurisdictions of the participants
• In "two-party consent" jurisdictions (such as California, Illinois, Florida, among others), you must obtain explicit consent from each participant

9.4 Consequences of Non-Compliance

Non-compliance may result in, at our sole discretion:

1. Email warning
2. Temporary account suspension (no refund during suspension)
3. Permanent termination without right to refund
4. Removal of infringing content
5. Reporting to the competent authorities where applicable
6. Legal action to recover damages

10.1 Content Ownership

You retain all intellectual property rights over your User Content. Ponuz does not claim ownership of:

• Your meeting transcriptions
• Your tasks, projects, and notes
• Your knowledge base articles
• Your uploaded or generated documents
• Your conversations with the AI assistant
• Any other content you create on the Platform

10.2 License to Ponuz

By using the Platform, you grant Ponuz a limited, non-exclusive, worldwide, royalty-free, and sublicensable (solely to our necessary service providers) license to:

• Store your content on our servers and those of our infrastructure providers
• Process your content to provide service features (transcription, AI, semantic search, OCR)
• Transmit your content to the third-party providers necessary for the delivery of the service (detailed in the Privacy Notice)
• Display your content to you and the authorized members of your workspace according to the configured permissions
• Create vector embeddings of your content to enable semantic search
• Generate AI-Generated Content based on your content

This license is strictly functional and terminates when you delete your content or your account.

10.3 Content NOT Used for Training

Important statement: We do not use your User Content to train, improve, or develop our own or third-party artificial intelligence models. Your content is processed solely to generate responses and features specific to you.

10.4 Responsibility for Content

You are solely responsible for:

• The legality, truthfulness, and relevance of your content
• Having the necessary rights over the content you upload, process, or share
• Ensuring that the content does not violate intellectual property, privacy, or other rights of third parties
• Content captured through screen, microphone, and dictation features
• Obtaining consent from third parties whose data appears in your content
• Sensitive or confidential data that you process through the Platform

10.5 AI-Generated Content

Regarding AI-Generated Content (summaries, extracted tasks, generated articles, documents, chat responses):

• It is generated based on your original content and on third-party AI models
• It may contain errors, inaccuracies, omissions, or "hallucinations" (information that appears correct but is not)
• It must be reviewed, verified, and validated by you before any use
• It does not substitute professional, legal, medical, financial, or any other type of judgment
• Ownership of AI-Generated Content belongs to you, subject to the rights of third parties over the underlying content
• Ponuz does not guarantee the originality, accuracy, or suitability of AI-Generated Content for any purpose

10.6 Backups and Export

• We perform regular data backups
• You may export your data at any time using the Platform's tools
• We strongly recommend that you maintain your own copies of critical information
• We do not guarantee the recovery of data deleted by the user or due to technical failures

11.1 Audio Transcription

How it works:

• Audio is captured from the microphone and, on macOS, optionally from system audio
• It is processed in real time through specialized transcription services (streaming, not stored by default)
• 26 languages are supported with automatic speaker identification

Limitations and risks you accept:

• Transcription accuracy is NOT 100% and depends on audio quality, accents, ambient noise, speech speed, and other factors
• Speaker identification may be inaccurate
• Proper names, technical terms, and acronyms may be transcribed incorrectly
• Connectivity issues may cause loss of portions of the transcription
• The automatic voice notice at the beginning of the recording is a courtesy; it does not replace your obligation to obtain consent

Your responsibility — IMPORTANT:

• You assume all legal liability arising from recording meetings, calls, or conversations
• You must obtain informed consent from all participants in accordance with applicable laws
• You must inform about the recording, AI transcription, and storage of content
• Ponuz assumes no liability whatsoever for recordings made without adequate consent

11.2 Screen Capture (Chat Overlay)

How it works:

• When using the AI chat from the overlay, the current screen may be captured
• An explicit consent dialog is shown before each capture
• The capture is sent to AI providers for visual analysis

⚠️ RISKS — YOU ACCEPT THAT:

• The capture includes EVERYTHING visible on your screen, including content from other applications
• It may inadvertently capture confidential, personal, or sensitive information
• It may capture content protected by third-party intellectual property rights
• It may capture personal data of other people without their knowledge

Your responsibility:

• Close or minimize applications with sensitive information before using this feature
• Do not capture confidential information of third parties without authorization
• Review your screen before each capture

11.3 Floating Overlay and Global Shortcuts

• The overlay remains visible over all system applications
• Global keyboard shortcuts work in any context
• These require special operating system permissions that you grant when configuring the application

11.4 Document Import and OCR

• Uploaded documents (PDF, DOCX, XLSX) are stored securely in the cloud
• Document content is extracted via OCR and indexed for semantic search
• You are responsible for having rights over the documents you import

11.5 Real-Time Voice Sessions

• The AI assistant supports real-time voice conversations
• Audio from these sessions is processed in real time and is not stored

12.1 Nature of AI

Ponuz integrates artificial intelligence services from multiple providers. You understand and accept that:

1. Artificial intelligence is an emerging technology that may produce incorrect, biased, incomplete, or misleading results
2. AI models can generate "hallucinations" — information presented with apparent confidence that is completely false
3. AI results do not constitute professional advice of any kind (legal, medical, financial, technical, etc.)
4. The quality of results depends on multiple factors beyond our control, including the quality of input data
5. AI providers may modify, update, or discontinue their models without prior notice, which may affect the quality or availability of features

12.2 Web and Social Media Searches

The AI assistant can perform searches on the web and on social media:

• Search results are provided by third parties and Ponuz does not verify or guarantee them
• Information found may be outdated, inaccurate, or biased
• Searches are performed based on user queries and results depend on the search providers

12.3 Proactive Notifications

The AI assistant sends proactive notifications (daily briefings, deadline alerts):

• These are automatically generated based on your data and may contain inaccuracies
• They do not substitute your own task and commitment management and tracking
• You can configure or disable proactive notifications in the settings

12.4 AI Agent Memory

The system stores "memory facts" about your interactions:

• These facts are used to personalize future responses
• You can view and delete these facts at any time
• Memory facts may contain incorrect inferences about your preferences

12.5 AI Disclaimer

PONUZ DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, USEFULNESS, RELIABILITY, OR SUITABILITY OF AI-GENERATED CONTENT FOR ANY SPECIFIC PURPOSE. YOU AGREE TO USE AI RESULTS AT YOUR OWN RESPONSIBILITY AND RISK. THE PROVIDER SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS, OR HARM ARISING FROM DECISIONS MADE BASED ON AI-GENERATED CONTENT.

13.1 Ponuz Ownership

Ponuz and its licensors are the exclusive owners of:

• The software, source code, algorithms, and architecture of the Platform
• The "Ponuz" trademarks, logos, iconography, and all brand elements
• The design, user interface, and user experience
• The documentation, tutorials, and support materials
• Any improvement, modification, update, or derivative of the service
• The processing systems, workflows, and methodologies implemented

13.2 License of Use

We grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, and revocable license to:

• Download and install the desktop application on devices you own
• Access and use the Platform in accordance with these Terms and the contracted Plan
• Use the features available in your Plan during the term of your subscription

13.3 Restrictions

You MAY NOT, under any circumstances:

• Copy, reproduce, modify, or create derivative works of the software
• Reverse engineer, decompile, disassemble, or attempt to obtain the source code
• Sublicense, sell, rent, lease, lend, or transfer your rights of use
• Remove, alter, or conceal intellectual property, copyright, or trademark notices
• Use our trademarks, trade name, or image without prior written authorization
• Access the software to build a competitive product or service
• Use scraping, mining, or automated data extraction techniques

13.4 Feedback

If you provide us with suggestions, ideas, comments, bug reports, or other feedback about the service, you grant us a perpetual, irrevocable, worldwide, royalty-free, transferable, and sublicensable license to use, modify, and commercialize such feedback without compensation or attribution, in any form and for any purpose.

13.5 Open Source

The Platform may include open source software components, which are subject to their respective licenses. Nothing in these Terms restricts the rights granted by such licenses.

14.1 Privacy Notice

The processing of your personal data is governed by our Privacy Notice, which forms an integral part of these Terms. We recommend that you read it carefully.

14.2 Privacy Rights

Depending on your jurisdiction, you have specific rights over your personal data (ARCO rights in Mexico, GDPR in the EU, CCPA in California, LGPD in Brazil). Please refer to the Privacy Notice for the exercise procedure.

14.3 Responsibility as Data Controller

When you process third-party data through the Platform (meeting participants, data in imported documents, screenshots that include others' data):

• You act as the data controller with respect to such data
• You must comply with all applicable data protection laws
• You must obtain the necessary consents
• You must inform third parties about the processing of their data
• Ponuz acts solely as the data processor with respect to such data
• You will indemnify Ponuz for any claim arising from your non-compliance in this regard

14.4 Security

We implement technical and organizational security measures detailed in the Privacy Notice. However, no system is 100% secure, and you acknowledge that you transmit data at your own risk.

15.1 Availability

We strive to keep the service available, but:

• We do not guarantee 100% availability or a specific uptime
• Interruptions may occur due to maintenance, updates, infrastructure failures, issues with third-party providers, or force majeure
• We will notify of scheduled maintenance in advance when reasonably possible
• AI and transcription service providers may experience interruptions that affect Ponuz features, which are beyond our control

15.2 Service Modifications

We reserve the right to, at any time and at our discretion:

• Add, modify, or discontinue features
• Update technical requirements
• Change service providers
• Modify usage limits

Substantial changes that negatively affect your use will be notified at least 30 days in advance, giving you the opportunity to cancel without penalty.

15.3 Beta or Experimental Features

We may offer features in beta or experimental phase:

• These are provided "as is" without additional warranties
• They may be modified or removed without prior notice
• Feedback on these features is subject to Section 13.4

15.4 Technical Support

• Pro Plan: Email support with priority response
• Business Plan: Dedicated support according to the contracted service level agreement

16.1 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

THE SERVICE IS PROVIDED "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS". THE PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION:

• Warranties of merchantability or fitness for a particular purpose
• Warranties of accuracy, completeness, or reliability of transcriptions
• Warranties of accuracy, completeness, or reliability of AI-Generated Content
• Warranties of uninterrupted or error-free availability
• Warranties of absolute data security
• Warranties of compatibility with all systems or configurations
• Warranties that the service will meet your expectations or requirements

16.2 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

The total cumulative liability of the Provider, its affiliates, employees, contractors, and suppliers to you for any and all claims related to these Terms, the service, or your use of the Platform, shall in no event exceed:

The GREATER of: (a) the amounts actually paid by you to the Provider in the 12 months preceding the event giving rise to the first claim, or (b) $100 USD (one hundred United States dollars).

16.3 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROVIDER SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR:

• Loss, corruption, or destruction of data or information
• Loss of profits, revenue, business, opportunities, or anticipated savings
• Business interruption or loss of productivity
• Indirect, incidental, special, punitive, or consequential damages
• Damages arising from the use or inability to use AI results
• Damages arising from incorrect or incomplete transcriptions
• Damages arising from decisions made based on AI-Generated Content
• Costs of procuring substitute services
• Damages caused by unauthorized access to your account due to failures in the security of your credentials
• Damages arising from service interruptions of third-party providers

THE FOREGOING APPLIES REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE) AND EVEN IF THE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.4 Exceptions

The foregoing limitations DO NOT apply to:

• Liability for willful misconduct (intentional malicious conduct)
• Obligations that cannot be limited by mandatory law
• Damages caused by the Provider's gross negligence
• Damages to life, body, or health caused by the Provider's negligence

16.5 Assumption of Risks

You acknowledge, accept, and expressly assume the following risks:

• AI may produce incorrect, biased, or misleading results
• Transcriptions may contain significant errors
• The service may not be available at all times
• Third-party providers may modify or discontinue their services
• Absolute data security cannot be guaranteed
• Web and social media searches may return inaccurate information
• The AI agent's memory may contain erroneous inferences
• You are solely responsible for verifying all critical information before making decisions based on it

16.6 Essential Basis of the Agreement

The limitations and exclusions of liability in this section constitute an essential basis of the agreement between you and the Provider. The Provider would not have entered into this agreement without these limitations, and the service prices reflect the allocation of risks established herein.

17.1 Obligation to Indemnify

You agree to indemnify, defend, and hold harmless Juan Carlos Rivera Alvarado, his successors, assigns, affiliates, employees, contractors, agents, and service providers (collectively, the "Indemnified Parties") from and against any claims, demands, actions, investigations, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable legal fees and litigation costs) from third parties arising out of or related to:

1. Your use of the Service or any activity conducted from your account
2. Your User Content, including transcriptions, documents, and screenshots
3. Your violation of these Terms or of any applicable law or regulation
4. Your violation of third-party rights (privacy, intellectual property, contractual, etc.)
5. Recordings or transcriptions made without adequate consent of the participants
6. Processing of third-party personal data without a legal basis
7. Claims arising from actions you take based on AI-Generated Content
8. Any dispute between you and the members of your workspace
9. Content captured through screen or microphone features

17.2 Procedure

In the event of a claim covered by this indemnification:

1. The Provider will promptly notify you of the claim
2. You will assume the defense at your cost with attorneys of your choice
3. The Provider may participate in the defense with its own attorneys at its cost
4. You may not reach a settlement that imposes obligations on the Provider without its prior written consent
5. The Provider will reasonably cooperate with you in the defense

17.3 Survival

This indemnification obligation survives the termination of these Terms and of your account.

18.1 Modifications to the Service

We may modify, suspend, or discontinue any aspect of the service at any time. For material changes that negatively affect your current use:

• We will notify at least 30 days in advance
• You may cancel without penalty during that period

18.2 Modifications to the Terms

We may update these Terms periodically. When we do:

• We will publish the updated version at https://ponuz.com/terms
• We will update the "Last updated" date and the version number
• For material changes, we will notify you by email at least 15 days in advance

18.3 Acceptance of Changes

Continued use of the service after the effective date of the notified changes constitutes your acceptance of the new terms. If you do not agree, your sole remedy is to stop using the service and cancel your account in accordance with Section VIII.

19.1 Termination by the User

You may terminate your relationship with Ponuz at any time:

• By canceling your subscription in accordance with Section VIII
• By deleting your account
• By ceasing to use the service

19.2 Termination by Ponuz

We may suspend or terminate your access immediately and without prior notice:

• For material violation of these Terms
• For suspicious, fraudulent activity, or activity that puts the Platform or other users at risk
• For persistent non-payment
• By legal requirement or order of a competent authority

We may terminate your access with 30 days' prior notice:

• For any legitimate business reason
• For discontinuation of the service

19.3 Effects of Termination

Upon termination:

• Your right of access and use of the Platform will cease immediately
• You must uninstall the desktop application
• No refunds will be issued except as provided in Section VIII
• Your content will remain accessible for export for 30 days, after which it may be deleted
• Provisions that by their nature should survive will remain in effect

19.4 Survival

The following sections survive termination of these Terms: I (Definitions), X (User Content — clauses 10.3-10.5), XII (AI — Disclaimers), XIII (Intellectual Property), XIV (Privacy), XVI (Limitation of Liability), XVII (Indemnification), XX (Governing Law), XXI (Dispute Resolution), XXII (General Provisions).

20.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the United Mexican States, including without limitation:

• Federal Civil Code (Codigo Civil Federal)
• Commercial Code (Codigo de Comercio)
• Federal Consumer Protection Law (Ley Federal de Proteccion al Consumidor)
• Federal Law for the Protection of Personal Data Held by Private Parties (Ley Federal de Proteccion de Datos Personales en Posesion de los Particulares)

Notwithstanding the foregoing, we acknowledge that users in other jurisdictions may have additional rights that cannot be contractually waived (such as rights under the GDPR for EU residents, or under the CCPA for California residents).

20.2 Jurisdiction

For any dispute arising from these Terms that cannot be resolved through the means established in Section XXI, the parties submit to the exclusive jurisdiction of the competent courts of the city of León, Guanajuato, México, expressly waiving any other venue to which they might be entitled by reason of their present or future domicile, or for any other cause.

21.1 Direct Negotiation

Before initiating any formal proceedings, the parties shall attempt to resolve the dispute in good faith through direct negotiation for a period of 30 calendar days from the written notification of the dispute.

21.2 PROFECO (Consumers in Mexico)

As a consumer in Mexico, you have the right to file complaints with the Federal Consumer Protection Agency (Procuraduria Federal del Consumidor, PROFECO):

• Website: https://www.profeco.gob.mx
• Consumer hotline: 55 5568 8722

21.3 Mediation

If direct negotiation does not resolve the dispute, the parties may submit the dispute to mediation before resorting to arbitration or litigation.

21.4 Arbitration

The parties may agree to submit the dispute to binding arbitration in accordance with the rules of the Mexico Arbitration Center (Centro de Arbitraje de Mexico, CAM), with its seat in Mexico City. The arbitral award shall be final and binding.

21.5 Waiver of Class Actions

TO THE MAXIMUM EXTENT PERMITTED BY LAW: You agree that any claim or dispute shall be brought solely in your individual capacity and not as a plaintiff or class member in any class, representative, or consolidated action.

22.1 Entire Agreement

These Terms, together with the Privacy Notice, the Cookie Policy, and any additional specific agreements (such as an Enterprise Agreement), constitute the entire agreement between you and Ponuz regarding the use of the Platform, and supersede any prior agreement, oral or written.

22.2 Severability

If any provision of these Terms is deemed invalid, illegal, or unenforceable by a competent court, such provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

22.3 Waiver

The failure of the Provider to exercise or delay in exercising any right under these Terms shall not constitute a waiver of such right. A waiver shall only be valid if made in writing and signed by the Provider.

22.4 Assignment

• You may not assign, transfer, or delegate your rights or obligations under these Terms without the prior written consent of the Provider. Any attempted assignment without consent shall be void.
• The Provider may freely assign these Terms to a successor in the event of a merger, acquisition, sale of substantial assets, or corporate restructuring, without the need for your consent, provided that the assignee assumes the obligations established herein.

22.5 Force Majeure

Neither party shall be liable for the failure or delay in the performance of its obligations caused by events beyond its reasonable control, including without limitation: natural disasters, wars, acts of terrorism, pandemics, strikes, internet or cloud provider failures, power outages, government actions, embargoes, or any other cause of force majeure.

22.6 Relationship of the Parties

These Terms do not create a partnership, employment, agency, franchise, joint venture, or fiduciary relationship between the parties. Neither party has the authority to bind the other.

22.7 Notices

• To you: To the email address registered in your account. Notices shall be deemed delivered 24 hours after sending.
• To us: contact@ponuz.com. Legal notices must be sent to this address to be valid.

22.8 Language

These Terms are published in Spanish and English. In the event of a discrepancy between versions, the Spanish version shall prevail.

22.9 No Third-Party Beneficiaries

These Terms are exclusively between you and the Provider. No third party has rights under these Terms, except the Indemnified Parties pursuant to Section XVII.

22.10 Headings

Section headings are for reference only and do not affect the interpretation of these Terms.

For any questions, requests, or notices regarding these Terms:

Juan Carlos Rivera Alvarado León, Guanajuato, México

• Email: contact@ponuz.com
• Technical support: Through the Platform or contact@ponuz.com

By creating an account, downloading, installing, or using Ponuz, you confirm that:

• ✅ You have read and understood these Terms and Conditions in their entirety
• ✅ You agree to be legally bound by these Terms
• ✅ You are at least 18 years of age and have the legal capacity to accept these Terms
• ✅ You have read and accept the Privacy Notice and the Cookie Policy
• ✅ You understand and accept the risks associated with artificial intelligence, automatic transcription, and the other features described
• ✅ You accept the limitation of liability and the indemnification clause

Juan Carlos Rivera Alvarado León, Guanajuato, México March 2026