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Terms of Service

Version: 1.3 Last revised: 2026-06-10 Effective as of: 2026-06-10

This English version is the legally binding and authoritative version of these Terms of Service. Any translations provided are for convenience only. In the event of any conflict, discrepancy, or inconsistency, this English version shall strictly control in all instances.

Terms of Service

These Terms of Service (the “Terms”) constitute a legally binding commercial agreement between SUITE IMPERIAL LLC, a limited liability company organized under the laws of the State of New Mexico, USA, doing business as CeroVueltas (“CeroVueltas”), and the commercial entity, government agency, non-profit organization, business, or professional accessing or using the platform (“Customer”).

Organizational and B2B Platform: CeroVueltas is strictly a Business-to-Business (B2B) and organizational platform. By creating an account, connecting a Meta or WhatsApp Business account, uploading documents, purchasing a subscription, or using the Services, Customer represents, warrants, and covenants that it is a duly organized commercial entity, government agency, non-profit organization, or independent contractor acting within the scope of its trade, business, craft, or profession. The Services are strictly prohibited for personal, family, or household use. If Customer is a federal, state, or local governmental entity, Customer warrants that it possesses full legal authority to enter into binding contracts under applicable procurement laws and that no sovereign immunity or special procedural privilege shall apply to this Agreement, the arbitration clause in Section 17, or the class action waiver in Section 16. If Customer lacks such authority, CeroVueltas may terminate this Agreement immediately.

Consumer & Small Business Waiver: The parties intend that consumer protection laws, regulations, and mandatory cooling-off periods applicable to personal, family, or household use shall not apply to this Agreement. To the extent any mandatory local, state, or national law deems Customer a consumer or a small business (defined as an entity with fewer than ten (10) full-time-equivalent employees and annual gross revenue under USD $750,000) and is mandatorily applicable, the affected provisions herein shall be read down to the minimum extent necessary to comply with that law, and the remainder of the Agreement shall survive in full force.

Order of Precedence: In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) any mutually executed enterprise Order Form (which shall expressly state its intent to override these Terms if applicable); (2) any mutually executed or click-accepted Data Processing Addendum (DPA); (3) these Terms; and (4) the CeroVueltas Privacy Policy.

If Customer does not unconditionally agree to these Terms, Customer must immediately cease all access to and use of the Services.

  • Services: The CeroVueltas software-as-a-service (SaaS) platform, application programming interfaces (APIs), inbound WhatsApp routing infrastructure, omni-channel website widgets, Retrieval-Augmented Generation (RAG) tools, AI response systems, algorithms, and associated dashboards provided by CeroVueltas.
  • Customer Data: Any data, files, text, instructions, prompts, business rules, contact data, message content, and other information submitted to, uploaded to, or processed through the Services by or on behalf of Customer.
  • Knowledge Base: Customer’s proprietary documents, rules, and materials uploaded to the platform to provision the RAG system and mathematically influence the artificial intelligence behavior.
  • End User: Any third party communicating with Customer via WhatsApp, website widgets, or another channel integrated with the Services.
  • Meta Platform Data: Data received from or processed through Meta Platforms, Inc. ("Meta"), Facebook Login, WhatsApp Business Platform, or related tools, including, without limitation, WABA IDs, Phone IDs, WhatsApp profile names, and webhook metadata.
  • Slippage: Prepaid response quotas, capacity allocations, or service balances that expire, are forfeited, or remain unconsumed by Customer at the conclusion of a billing cycle or expiration period.

CeroVueltas provides an infrastructure platform strictly designed for inbound routing, omni-channel website widgets, and AI-driven response automation. Subject to compliance with these Terms and payment of applicable fees, CeroVueltas grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Services for its internal organizational or business operations.

Prohibitions: The Services are strictly prohibited from being utilized for unsolicited outbound marketing, spam, unlawful lead generation, deceptive messaging, cold outreach, or mass message distribution.

No Service Level Agreement (SLA) & Beta Features: Unless explicitly stipulated in a mutually executed enterprise Order Form, the Services are provided without any guaranteed uptime, SLA, or service credits. Beta or Preview features are provided strictly "AS IS" without support or warranties.

Open Source Software: The Services may contain or be provided with open-source software components governed by their respective licenses. CeroVueltas assumes no indemnity or liability obligations concerning such open-source software.

Customer shall provide accurate, current, and complete organizational information upon registration. Customer assumes full, unconditional, and exclusive responsibility for safeguarding the confidentiality of its credentials, Meta API keys, and dashboard access.

To the maximum extent permitted by applicable law, CeroVueltas expressly disclaims any and all liability for unauthorized access, data breaches, hijacked sessions, or anomalous AI behavior to the extent such incidents result, directly or indirectly, from compromised Customer credentials, weak security practices, or insecure configurations initiated within Customer's environment.

5.1 Term and Auto-Renewal

The term of this Agreement shall commence on the date Customer accepts these Terms and shall continue until terminated in accordance with Section 20. For subscription-based plans, Customer authorizes CeroVueltas to charge its payment method on a recurring basis. The subscription will automatically renew for successive periods of equal length unless either party provides written notice of non-renewal prior to the end of the current billing cycle. Customer may cancel auto-renewal at any time through the self-serve billing and subscription management mechanism provided within the CeroVueltas dashboard. CeroVueltas will provide advance renewal notices for annual terms as required by applicable state and federal auto-renewal statutes.

5.2 Payment and No-Refund Policy

All fees are non-refundable except as expressly required by mandatory law, in the event of CeroVueltas's uncured material breach, or as expressly provided in Section 15.4. This absolute waiver encompasses, without limitation, claims arising from lack of use of the Services, dissatisfaction with AI performance, misconfiguration by Customer, or the suspension, restriction, or termination of Customer's WhatsApp Business Account (WABA) by Meta.

5.3 Forfeiture of Unused Capacity and Avoidance of Stored Value

Prepaid response quotas, message allocations, and usage tokens possess strict expiration dates. Customer acknowledges and agrees that prepaid responses do not represent stored monetary value, are not gift cards, and constitute solely a limited, revocable license to access specific artificial intelligence generation and computing capacity on the platform. Customer acknowledges that infrastructural maintenance, API computational demands, and server bandwidth are subject to rapid fluctuation. Accordingly, capacity is strictly allocated within the validity period specified at checkout (defaulting to twelve (12) months if unspecified), which allows CeroVueltas to maintain competitive pricing and eliminate capacity uncertainty.

Any unconsumed capacity or responses upon expiration (Slippage) shall immediately expire, shall not roll over, and is irrevocably forfeited and cleared from the account. Customer bears full responsibility for managing and utilizing its response allocations prior to expiration.

5.4 Promotional Response Quotas (Zero Cash Value)

Response quotas or capacity allowances obtained through referral programs, promotional campaigns, or free-tier allowances hold an absolute cash value of $0.00 USD. Any attempt to demand financial reimbursement for non-purchased promotional allocations constitutes a material breach of this Agreement.

5.5 Taxes and Late Payments

All fees are exclusive of applicable federal, state, local, or other governmental sales, goods and services, value-added, or other taxes ("Taxes"). Customer is solely responsible for payment of all Taxes associated with its purchases. If any undisputed amounts are not received by the due date, such charges may accrue late interest at the rate of 1.5% per month, or the maximum rate permitted by law. CeroVueltas reserves the right to suspend the Services for accounts with balances that are thirty (30) or more days overdue.

CeroVueltas employs RAG combined with third-party Large Language Models (LLMs) to automate conversational responses. Customer expressly acknowledges that the behavior, accuracy, and output of the AI are fundamentally weighted and directed by the Knowledge Base and instructions provisioned by Customer.

6.1 Assumption of Risk for AI Outputs

Customer acknowledges that AI and machine learning models are probabilistic systems that may generate inaccurate, nonsensical, biased, offensive, or fabricated outputs ("Hallucinations"). As Customer exclusively provisions the underlying contextual data, to the maximum extent permitted by law, Customer assumes absolute and exclusive liability for every communication transmitted by the automated system to any End User, except to the extent caused directly by CeroVueltas' gross negligence or willful misconduct.

6.2 Disclaimer for Misrepresentation

CeroVueltas expressly disclaims any liability arising from AI-generated outputs, including, without limitation, outputs that contain factual inaccuracies, unintended commercial offers, prohibited content, unauthorized financial commitments, or compliance violations. Customer explicitly holds CeroVueltas harmless from all resulting commercial, civil, regulatory, and legal exposure, except to the extent caused directly by CeroVueltas' gross negligence or willful misconduct.

As a material condition of the pricing structure for the Services, CeroVueltas provides technical support and onboarding assistance primarily via AI-driven chatbots or automated systems.

Any guidance, configuration steps, or technical advice generated by CeroVueltas' automated support systems is provided strictly on an "AS IS" and non-binding basis. CeroVueltas assumes no liability whatsoever if Customer executes AI-generated support instructions that result in data loss, system downtime, or third-party policy violations.

CeroVueltas provides the software infrastructure; Meta Platforms, Inc. ("Meta") provides the communication network. Customer’s utilization of WhatsApp Business is entirely governed by Meta’s independent terms of service.

8.1 Disconnection of Liability

CeroVueltas is fully insulated from, and bears no responsibility or liability for, any actions, outages, or policy enforcement executed by Meta or WhatsApp. This absolute immunity covers, without limitation:

  • The suspension, restriction, or deletion of Customer's WABA, Phone ID, or Meta Business Manager.
  • Modifications to Meta’s Cloud API pricing, fee structures, or technical infrastructure.
  • Global, regional, or localized outages affecting the WhatsApp network.
  • Meta’s refusal, failure, or delay in delivering messages routed through the Services.

8.2 Survival of Obligations and Omni-Channel Redundancy

In the event Meta suspends Customer’s access, Customer’s subscription and prepaid balances with CeroVueltas shall remain active, non-refundable, and subject to standard expiration. A suspension by Meta does not render the Services inoperable; Customer may provision and connect a new WABA or alternate WhatsApp number at any time, or continue utilizing the Services through the provided omni-channel website widgets, to resume routing. Therefore, a Meta suspension does not constitute a failure or frustration of the Services. CeroVueltas does not guaranty equivalent reach or conversion across alternative channels.

Customer is solely responsible for ensuring that its use of the Services strictly complies with all applicable local, state, federal, and international laws, including data privacy regulations (e.g., GDPR, CCPA, LGPD, Argentina Ley 25.326, Mexico LFPDPPP) and Meta’s Commerce and Messaging Policies.

Customer expressly covenants NOT to utilize the Services to:

  1. Transmit spam, phishing, malicious code, or unlawful solicitations.
  2. Sell, license, rent, broker, or monetize Meta Platform Data, End User contact information, or WhatsApp message content.
  3. Process data for unlawful profiling, discrimination, or legally restricted determinations.
  4. Deploy the Services for emergency response, life-safety operations, medical diagnosis, or binding legal advice.
  5. Omni-Channel Widgets & Deployment Obligations: Where Customer deploys the website widget, Customer acknowledges that such widgets are provided strictly as unconfigured software components. CeroVueltas does not operate Customer's website, control its consent mechanisms, or determine the lawfulness of data capture in Customer's jurisdiction. Customer is solely responsible for (i) displaying a compliant privacy notice and cookie/consent banner, (ii) obtaining any legally required consent for the collection, recording, or processing of End User communications (including under applicable wiretap, session-recording, and ePrivacy laws, such as CIPA or WESCA), and (iii) configuring data capture lawfully. CeroVueltas bears no liability for the manner in which Customer deploys, configures, or integrates the widget.

10.1 Customer Ownership and License to CeroVueltas

Customer retains all ownership rights, title, and interest in the Customer Data and the proprietary Knowledge Base. Customer grants CeroVueltas a worldwide, non-exclusive, royalty-free, limited license to host, process, vector-encode, and transmit Customer Data solely to the extent necessary to provide, secure, and troubleshoot the Services.

10.2 Absolute Prohibition on AI Model Training and Temporary Retention

CeroVueltas strictly DOES NOT and will not use Customer Data, Knowledge Base content, or End User messages to train any artificial intelligence or machine learning models. Furthermore, CeroVueltas configures its API routing to select third-party AI LLM providers that, to its knowledge and based on their published policies, prohibit the utilization of such data to train their public or general-purpose foundational AI models.

However, Customer acknowledges and agrees that certain third-party LLM providers utilized for dynamic routing may temporarily retain API request and response logs strictly for security, abuse monitoring, and Trust & Safety compliance purposes, in accordance with their respective corporate policies.

10.3 CeroVueltas Intellectual Property and Restrictions

CeroVueltas retains all right, title, and interest in and to the Services, including all software, dashboards, proprietary RAG routing algorithms, source code, and platform designs. Customer shall strictly not, nor permit any third party to:

(a) reverse engineer, decompile, or disassemble the Services;

(b) modify, adapt, translate, or create derivative works based upon the Services;

(c) circumvent, bypass, exploit, or defeat any security measure, rate limit, billing mechanism, or access control implemented by CeroVueltas;

(d) manipulate or utilize the Services in any manner that intentionally forces the software to perform operations for which it was not expressly designed (including, but not limited to, adversarial prompt injections, system exploit testing, or artificial load-stressing);

(e) benchmark the Services for competitive intelligence;

(f) scrape, spider, or harvest data from the Services; or

(g) white-label, resell, frame, or distribute the Services without express written authorization.

10.4 Aggregated and Anonymized Operational Metrics

CeroVueltas shall have the perpetual, irrevocable right to collect, analyze, and aggregate irreversibly anonymized metric data and usage patterns derived from the Services, provided such data contains no Customer Data, Knowledge Base content, or End User message content. CeroVueltas exclusively owns this statistical data and may utilize it strictly to plan server capacity, optimize platform infrastructure, and for general business planning.

10.5 Feedback License

Any feedback, suggestions, or feature requests ("Feedback") provided by Customer shall not be deemed exclusive property of CeroVueltas, but Customer hereby grants CeroVueltas a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to utilize, implement, and incorporate such Feedback without compensation or attribution.

"Confidential Information" means any non-public business, technical, or financial information disclosed by one party ("Discloser") to the other party ("Recipient"). Recipient shall use Discloser's Confidential Information solely to perform its obligations or exercise its rights under these Terms and shall protect it using the same degree of care it uses for its own Confidential Information (but not less than reasonable care). Confidential Information does not include information that is independently developed, rightfully obtained from a third party, or publicly known.

12.1 Data Processing, Dynamic LLM Routing, and International Transfers

(a) Data Processing Addendum: To the extent CeroVueltas processes any Personal Data on behalf of Customer, the parties agree that such processing shall be governed by the CeroVueltas Standard Data Processing Addendum (DPA), which is incorporated into these Terms by reference, including CCPA service-provider terms and Standard Contractual Clauses (SCCs) where applicable.

(b) Dynamic LLM Routing: CeroVueltas utilizes dynamic API routing among various third-party Large Language Model (LLM) providers to ensure optimal performance, speed, and cost-efficiency. Customer expressly pre-authorizes CeroVueltas to swap, add, or update underlying LLM API providers and hosting infrastructure at its sole discretion without prior notice, provided that such providers are bound by the no-training standards set forth in Section 10.2. A current list of material hosting and LLM subprocessors is maintained at our Subprocessor List.

(c) International Transfers: CeroVueltas shall make available appropriate transfer mechanisms (e.g., SCCs) via the DPA. Customer remains responsible, as controller, for determining the lawfulness of international transfers for its specific use case and data subjects. CeroVueltas makes no representation that any specific LLM provider jurisdiction is deemed "adequate" under such laws (including GDPR Chapter V, Brazil's LGPD, Argentina's Ley 25.326, and Mexico's LFPDPPP). Customer acknowledges that the use of the Services constitutes acceptance of this dynamic routing architecture and the associated temporary abuse-monitoring retention policies of such third-party providers.

(d) DPA Scope and Exceptions: As a specific exception to the Order of Precedence in Section 1, the DPA governs data protection, security, and cross-border transfers exclusively and shall not modify, supersede, or diminish any limitation of liability, indemnity, class action waiver, mandatory arbitration, or governing law provision in these Terms. In the event of conflict between the DPA and Sections 14–17 or Section 19 of these Terms, these Terms shall control.

12.2 Security Commitments

CeroVueltas shall implement and maintain commercially reasonable and industry-standard technical and organizational security measures designed to protect Customer Data from unauthorized access, destruction, use, modification, or disclosure.

12.3 Breach Notification

In the event of a confirmed security breach leading to the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of Customer Data, CeroVueltas shall notify Customer without undue delay, and consistent with the timelines mandated by applicable data protection laws.

12.4 Data Return and Deletion

Upon termination or expiration of these Terms, CeroVueltas shall, within a commercially reasonable period not to exceed thirty (30) days, delete or anonymize all Customer Data and Knowledge Base files from its active production systems, except where retention is required by applicable law, for tax/financial auditing (in which case such retention shall not exceed seven (7) years), or automated backup archiving protocols (provided that data is deleted from automated backups within ninety (90) days).

THE SERVICES ARE PROVIDED ENTIRELY ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CEROVUELTAS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DELIVERABILITY, TITLE, AND NON-INFRINGEMENT.

CEROVUELTAS EXPLICITLY DISCLAIMS ANY WARRANTY THAT THE SERVICES WILL BE ERROR-FREE, SECURE, UNINTERRUPTED, FREE OF AI HALLUCINATIONS, OR IMMUNE TO DATA LOSS, DELETION, OR CORRUPTION.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY PROVIDED IN SECTION 14.1 (EXCLUSIONS FROM CAP), UNDER NO CIRCUMSTANCES SHALL CEROVUELTAS, SUITE IMPERIAL LLC, OR ITS AFFILIATES BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, CORRUPTION OF DATA, OR BUSINESS INTERRUPTION.

IN NO EVENT SHALL CEROVUELTAS' TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER TO CEROVUELTAS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. IF NO FEES WERE PAID BY CUSTOMER IN THE PRECEDING TWELVE MONTHS, CEROVUELTAS' TOTAL LIABILITY SHALL BE LIMITED TO ONE HUNDRED US DOLLARS ($100.00 USD), WHICH THE PARTIES AGREE REPRESENTS A REASONABLE ALLOCATION OF RISK.

14.1 Exclusions from Cap

The limitations of liability set forth in Section 14 shall not apply to: (a) either party's fraud, gross negligence, or willful misconduct; (b) Customer's indemnification obligations under Section 15.1; or (c) Customer's breach of Section 9 (Compliance and Acceptable Use) or Section 10 (Intellectual Property).

14.2 CeroVueltas IP Indemnity Super-Cap

Any liability arising from CeroVueltas's indemnification obligations under Section 15.2 shall be strictly subject to an aggregate "Super-Cap" equal to three times (3x) the total amounts paid by Customer to CeroVueltas under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

14.3 Failure of Essential Purpose

These limitations of liability shall apply to the maximum extent permitted by law, even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

15.1 Customer Indemnification

Customer shall unconditionally defend, indemnify, and hold harmless CeroVueltas, SUITE IMPERIAL LLC, and its affiliates from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of:

(a) Customer's breach of these Terms;

(b) Claims initiated by End Users or third parties relating to AI-generated responses;

(c) Customer's violation of Meta's policies;

(d) Customer's infringement of third-party Intellectual Property rights via content uploaded to the Knowledge Base; or

(e) Customer's failure to obtain legally required consents for website widgets, session recording, international data transfers, or communications.

15.2 CeroVueltas IP Indemnification

CeroVueltas shall defend Customer against any third-party claim alleging that the underlying technology of the Services (expressly excluding Customer Data, Open Source Software, or third-party AI LLM models) infringes a valid US patent or copyright, and shall indemnify Customer against final judgments awarded by a court or settlements approved by CeroVueltas.

15.3 Indemnification Procedure

The indemnified party must provide prompt written notice of any claim, grant the indemnifying party sole control over the defense and settlement of the claim, and provide reasonable cooperation. The indemnifying party may not settle any claim that admits fault on behalf of the indemnified party without prior written consent.

15.4 IP Mitigation Remedies

If the Services become, or in CeroVueltas' opinion are likely to become, the subject of an IP infringement claim, CeroVueltas may, at its sole option and expense: (a) procure the right for Customer to continue using the Services; (b) replace or modify the Services to be non-infringing; or (c) terminate the Services and refund any prepaid subscription fees attributable to the unexpired portion of the then-current Term (it being understood that expired or consumed capacity quotas are not subject to refund under this Section). This Section 15 states Customer's sole and exclusive remedy for any intellectual property infringement claim.

Customer and CeroVueltas mutually agree that any proceedings to resolve or litigate any dispute, claim, or controversy will be conducted SOLELY ON AN INDIVIDUAL BASIS.

Customer strictly, expressly, and irrevocably waives the right to litigate, arbitrate, join, or participate in any dispute as a class action, consolidated action, representative action, or private attorney general action.

17.1 Mandatory Informal Dispute Resolution

Prior to initiating any arbitration or court proceeding, the asserting party must first send a written Notice of Dispute to legal@cerovueltas.com (or to Customer's registered email). Following receipt of the Notice, the parties shall engage in good-faith negotiations to resolve the dispute. As part of this process, the parties must participate in a mandatory virtual settlement conference (e.g., via Zoom or Google Meet) within forty-five (45) days of the Notice. Neither party may initiate arbitration unless this mandatory informal resolution process has been completed. The parties agree to toll the applicable statute of limitations during this 45-day informal resolution period, to the maximum extent permitted by applicable law.

17.2 Venue

Any dispute, claim, or controversy arising out of or relating to these Terms that is not resolved through the mandatory informal process shall be determined exclusively by binding commercial arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, and not in a court of law. The arbitration shall be seated, held, and conducted exclusively in the State of New Mexico, USA. The arbitrator shall have exclusive authority to resolve any dispute regarding the validity, interpretation, or enforceability of this arbitration agreement.

17.3 Cost Allocation and Advancement

Arbitration fees shall be governed by the AAA Commercial Arbitration Rules. Subject to Section 17.4, CeroVueltas will advance the filing and administrative fees required by the AAA for claims seeking up to and including $10,000 USD unconditionally. This advancement is subject to potential reallocation by the arbitrator if the claim is found to be frivolous or brought in bad faith.

17.4 Mutual Bad-Faith Fee-Shifting

If the arbitrator determines that either party's claim, defense, or conduct is frivolous, asserted in bad faith, or brought for an improper purpose (as measured by the strict standards set forth in Federal Rule of Civil Procedure 11(b)), the offending party shall immediately reimburse the non-offending party for all arbitration fees advanced on its behalf. Furthermore, the arbitrator shall award the non-offending party its reasonable attorneys' fees, administrative costs, and arbitration expenses.

17.5 Small Claims Court Carve-Out

As an exception to the agreement to arbitrate, either party may bring an individual action in the small claims court of the State of New Mexico, USA, OR the small claims court of Customer's principal place of business, provided that the dispute qualifies for such court. In no event shall a small claims action under this Section involve an amount in controversy exceeding the then-current jurisdictional limit of the small claims court of the State of New Mexico, regardless of the court in which the action is filed. CeroVueltas expressly agrees that Customer may appear and participate in proceedings in New Mexico remotely (e.g., via telephone or videoconference) to the maximum extent permitted by the court's rules. This proceeding must advance solely on an individual, non-class, and non-representative basis.

17.6 Mass Arbitration Procedures

If twenty-five (25) or more similar arbitration demands are filed against CeroVueltas by the same or coordinated counsel, the following procedures shall apply to ensure the efficient resolution of claims:

  • Bellwether Protocol: The AAA shall randomly select five (5) demands to proceed as "Bellwether Cases" in individual arbitrations. All other demands shall be stayed. No arbitration filing or administrative fees shall be assessed or payable for the stayed demands until the Bellwether Cases are fully resolved.
  • Global Mediation: Following the resolution of the Bellwether Cases, CeroVueltas shall participate in a single global mediation session during the ninety (90) day period following the Bellwether Cases; CeroVueltas' aggregate contribution to global mediation fees shall not exceed $5,000 USD. Claimants that affirmatively opt out of the global mediation may proceed to individual arbitration upon payment of then-applicable AAA filing fees. Claimants opting out of global mediation retain all fee advancement rights under Section 17.3 for their individual claims. Any demands not resolved within this 90-day mediation period may then proceed individually, with applicable fees then due.

Severability of Mass Arbitration Protocol: If this specific Mass Arbitration Procedure (Section 17.6) is found to be unenforceable or illegal by a court of competent jurisdiction, such provision shall be severed and the remainder of this arbitration agreement, including the class action waiver in Section 16, shall remain in full force and effect; disputes shall then be resolved individually under the applicable AAA rules.

17.7 Equitable Relief Carve-out

As an exception to the obligation to arbitrate, either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights or confidentiality obligations.

17.8 JURY TRIAL WAIVER

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY EXPRESSLY, IRREVOCABLY, AND UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN ARBITRATION, THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO A JURY TRIAL.

If any provision of these Terms is adjudicated to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to render it enforceable, or completely severed from these Terms. The remainder of these Terms shall remain in full force and effect.

Governing Law: These Terms and any dispute arising out of or relating to them shall be governed by, and construed strictly in accordance with, the laws of the State of New Mexico, United States of America, without regard to its conflict-of-laws principles. Without limiting the arbitration obligations herein, the parties consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Bernalillo County, New Mexico, USA, for any court proceedings not subject to arbitration under this Agreement.

Export Compliance: Customer agrees to comply strictly with all applicable United States and international export control laws, trade sanctions, and economic embargoes (including OFAC regulations). Customer warrants that it is not located in, under the control of, or a national or resident of any embargoed country or sanctioned entity. Furthermore, Customer shall comply with the Foreign Corrupt Practices Act (FCPA) and all applicable anti-bribery regulations.

20.1 Termination for Cause and Insolvency

Either party may terminate this Agreement if the other party commits a material breach and fails to cure such breach within thirty (30) days of receiving written notice. CeroVueltas may terminate this Agreement immediately upon written notice if Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, or assignment for the benefit of creditors.

20.2 Suspension Rights

CeroVueltas reserves the right to immediately suspend Customer’s access to the Services if: (a) Customer’s account is thirty (30) days past due; (b) Customer violates Meta policies, acceptable use restrictions, or applicable law; or (c) suspension is necessary to prevent a security threat, data breach, or infrastructural damage to the platform.

21.1 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.

21.2 Assignment

Customer may not assign or transfer these Terms without the prior written consent of CeroVueltas. CeroVueltas may assign these Terms freely in connection with a merger, acquisition, corporate reorganization, or sale of assets.

21.3 Entire Agreement and Counterparts

These Terms, alongside the documents referenced in Section 1, constitute the entire agreement between the parties, superseding all prior representations. Customer's acceptance of these Terms via electronic clickwrap, e-signature, or continued use of the Services constitutes legally binding acceptance.

21.4 Force Majeure

Neither party shall be liable for any failure to perform its obligations hereunder (excluding payment obligations) resulting from causes beyond its reasonable control, including acts of God, natural disasters, acts of war, terrorism, civil unrest, global internet or telecommunications outages, pandemics, or governmental actions.

21.5 No Waiver

The failure or delay of either party to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

21.6 Modification of Terms

CeroVueltas may update these Terms from time to time. For material modifications, CeroVueltas will provide Customer with at least thirty (30) days' prior written notice. If Customer objects to the material modification, Customer may terminate this Agreement by providing written notice prior to the effective date of the changes.

21.7 Headings for Convenience Only

The section headings, titles, sub-titles, and formatting symbols utilized in these Terms are inserted solely for visual convenience and structural reference. They are explicitly devoid of legal weight and shall not be utilized to interpret, construe, limit, expand, or affect the legal meaning, scope, or intent of any provision herein.

21.8 Survival

Upon termination or expiration of these Terms, any provisions that by their nature should survive shall survive, including, without limitation, Sections 4 (Security), 5 (Fees), 6 (AI Outputs), 8 (Meta Immunity), 9 (Compliance), 10 (Intellectual Property), 11 (Confidentiality), 12.4 (Data Deletion), 13 (Disclaimer), 14 (Limitation of Liability), 15 (Indemnification), 16 (Class Action Waiver), 17 (Arbitration), 18 (Severability), and 19 (Governing Law).

All formal legal notices directed to CeroVueltas must be sent via email to the address below, with a physical copy sent via registered mail to the principal place of business of SUITE IMPERIAL LLC in New Mexico, USA. Notices to Customer may be sent to the email address associated with the dashboard account.

  • Privacy & Deletion Requests: privacidad@cerovueltas.com
  • Legal Notices: legal@cerovueltas.com
  • Postal: SUITE IMPERIAL LLC, 8206 LOUISIANA BLVD NE, STE A #696, Albuquerque, New Mexico, 87113, USA. (Note: Strictly for legal and administrative letter mail. For security and compliance processing, this corporate address does not accept packages, parcels, or physical goods of any kind; such items will be automatically refused).

SUITE IMPERIAL LLC New Mexico, USA.