Terms & Conditions

These Terms and Conditions ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "Contractor," "you," or "your") and Panterai Inc., a Delaware corporation ("Panterai," "Company," "we," "us," or "our"). By creating an account, accessing, or using any Panterai platform, website, application, workspace, or service (collectively, the "Platform" or "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety, including our Privacy Policy and Community Conduct Policy, which are incorporated herein by reference.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CREATE AN ACCOUNT OR USE THE SERVICES. YOUR CONTINUED USE OF THE PLATFORM CONSTITUTES ACCEPTANCE OF THESE TERMS AND ANY FUTURE MODIFICATIONS.

1. Electronic Agreement and Consent

By clicking "I Agree," "Accept," "Sign Up," or any similar affirmative action, or by accessing or using the Platform, you consent to enter into this Agreement electronically. You acknowledge and agree that: (a) this electronic agreement has the same legal force and effect as a written, physically signed agreement under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. 7001 et seq.), the Uniform Electronic Transactions Act (UETA), the EU eIDAS Regulation (Regulation (EU) No 910/2014), the UK Electronic Communications Act 2000, and any equivalent legislation in your jurisdiction; (b) your electronic acceptance constitutes your signature, acceptance, and agreement to be bound by these Terms; (c) you will not contest the validity or enforceability of this Agreement solely on the basis that it was entered into electronically; and (d) you have the ability to access, download, and print these Terms for your records.

1A. International Applicability

These Terms apply globally to all Users regardless of their country of residence or the location from which they access the Platform. Panterai operates internationally and these Terms are designed to comply with applicable laws in multiple jurisdictions, including but not limited to the United States, the European Economic Area (EEA), the United Kingdom, Canada, Australia, and Brazil. Where any provision of these Terms conflicts with mandatory local consumer protection, employment, or data protection laws that cannot be waived by contract in your jurisdiction, such mandatory local laws shall prevail to the extent of the conflict, and the remainder of these Terms shall continue in full force and effect. Nothing in these Terms limits any rights you may have under mandatory provisions of the laws of your country of residence that cannot be derogated from by agreement.

2. Nature of the Platform

Panterai operates a talent evaluation and matching platform that connects independent contractors with organizations seeking adversarial evaluation, red teaming, AI safety testing, data annotation, and related services ("Projects"). The Platform provides tools for skill assessment, project matching, communication, and work delivery. Panterai acts solely as a marketplace facilitator and technology provider. We do not control, direct, or supervise the manner, means, or methods by which Contractors perform their work.

3. Independent Contractor Relationship

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR RELATIONSHIP WITH PANTERAI IS THAT OF AN INDEPENDENT CONTRACTOR. NOTHING IN THESE TERMS SHALL BE CONSTRUED TO CREATE AN EMPLOYMENT, AGENCY, PARTNERSHIP, JOINT VENTURE, OR FRANCHISE RELATIONSHIP BETWEEN YOU AND PANTERAI.

As an independent contractor, you are solely responsible for: (a) determining the manner and means by which you perform any work; (b) providing your own equipment, tools, and workspace; (c) complying with all applicable tax obligations, including self-employment taxes; (d) obtaining and maintaining any required licenses, permits, or certifications; and (e) securing your own insurance coverage, including but not limited to health, disability, and liability insurance.

Panterai will not withhold taxes from any payments made to you, will not provide employee benefits, workers' compensation, unemployment insurance, or any other employment-related benefits. You are free to engage with other platforms, clients, and employers simultaneously, and Panterai imposes no exclusivity requirement.

4. No Guarantee of Work or Compensation

5. Representations and Warranties

By using the Platform, you represent and warrant that: (a) you are at least 18 years of age and have the legal capacity to enter into binding agreements; (b) all information you provide to Panterai is accurate, current, and complete; (c) you will promptly update your information if it changes; (d) your use of the Platform does not violate any applicable law, regulation, or obligation to any third party; (e) you have the right and authority to perform any work you undertake through the Platform; (f) your Work Product will be original and will not infringe upon the intellectual property rights of any third party; (g) you are not located in, or a national or resident of, any country subject to U.S. government sanctions; and (h) you are not listed on any U.S. government list of prohibited or restricted parties.

6. Account Registration and Eligibility

To use the Platform, you must: (a) be at least 18 years of age; (b) have the legal capacity to enter into binding agreements; (c) provide accurate, current, and complete registration information; (d) maintain the security of your account credentials; and (e) promptly update your information if it changes. You are solely responsible for all activity that occurs under your account. Panterai reserves the right to refuse registration, suspend, or terminate any account at its sole discretion, with or without cause, and with or without notice. You may not share your account credentials with any third party or allow any third party to access your account.

7. Payment Terms

Compensation for Projects, if any, will be set forth in the applicable project agreement or statement of work. All payments are made in United States Dollars (USD) unless otherwise specified. Panterai will process payments for completed and accepted work within the timeframe specified in the applicable project agreement, or within thirty (30) days of acceptance if no timeframe is specified.

You are responsible for providing accurate payment information and maintaining a valid payment method on file. Panterai reserves the right to withhold, offset, or recoup payments in the event of: (a) substandard or rejected work product; (b) breach of these Terms or any project agreement; (c) fraud or misrepresentation; (d) overpayment or payment error; or (e) any amount owed by you to Panterai. All payments are subject to applicable tax withholding requirements.

Panterai is not responsible for any fees, charges, or taxes imposed by your bank, payment provider, or tax authority, including but not limited to currency conversion fees, international wire transfer fees, intermediary bank charges, or foreign exchange losses. For international payments, Panterai will process payments in USD unless otherwise agreed in writing; any currency conversion is at the prevailing exchange rate at the time of processing. Disputes regarding payment must be submitted in writing to [email protected] within thirty (30) days of the payment date. Failure to dispute within this period constitutes acceptance of the payment amount, except where mandatory local law provides a longer period for payment disputes.

8. Tax Compliance

As an independent contractor, you are solely responsible for all tax obligations arising from payments received through the Platform in every jurisdiction in which you are subject to tax. For U.S.-based Contractors, you must provide a completed IRS Form W-9 (or applicable successor form) before any payment can be processed. Panterai will issue IRS Form 1099-NEC (or applicable successor form) for payments exceeding the applicable reporting threshold in any calendar year. For non-U.S. Contractors, you must provide a completed IRS Form W-8BEN, W-8BEN-E, or other applicable withholding certificate. Panterai may be required to withhold taxes at the applicable rate on payments to non-U.S. Contractors in accordance with the Internal Revenue Code and applicable tax treaties.

International Tax Obligations: If you are located in the European Union, United Kingdom, or any other jurisdiction that imposes value-added tax (VAT), goods and services tax (GST), or equivalent indirect taxes, you are solely responsible for determining your VAT/GST registration obligations, charging and collecting applicable VAT/GST on your services, filing VAT/GST returns and remitting taxes to the appropriate tax authority, and providing Panterai with your VAT/GST registration number where applicable. Panterai does not act as your tax agent and makes no representations regarding your tax obligations in any jurisdiction. You agree to indemnify Panterai for any tax liability, penalty, or interest arising from your failure to comply with applicable tax laws in any jurisdiction or to provide accurate tax documentation.

9. Intellectual Property and Work Product

All work product, deliverables, annotations, evaluations, assessments, reports, and any other materials created by you in connection with a Project ("Work Product") shall be considered "work made for hire" to the fullest extent permitted by applicable law. To the extent any Work Product does not qualify as work made for hire, you hereby irrevocably assign to Panterai (or its designated client) all right, title, and interest in and to such Work Product, including all intellectual property rights therein, throughout the world, in perpetuity.

To the extent permitted by applicable law, you hereby irrevocably waive and agree never to assert any and all moral rights (including rights of attribution, integrity, disclosure, and withdrawal) that you may have in or with respect to any Work Product, even after termination of these Terms. This waiver applies to moral rights as recognized under the UK Copyright, Designs and Patents Act 1988 (Sections 77-89), the French Intellectual Property Code (Code de la propriété intellectuelle), the German Copyright Act (Urheberrechtsgesetz), the Berne Convention for the Protection of Literary and Artistic Works, and equivalent provisions in any other jurisdiction. In jurisdictions where moral rights cannot be waived (such as certain civil law jurisdictions), you agree not to exercise such rights in a manner that would interfere with Panterai's or its clients' use, modification, or exploitation of the Work Product.

You agree to execute any documents and take any actions reasonably requested by Panterai to perfect, evidence, or vest in Panterai (or its designated client) the rights assigned under this Section. If you are unable or unwilling to execute such documents, you hereby irrevocably appoint Panterai as your attorney-in-fact to execute such documents on your behalf, which appointment is coupled with an interest.

The Panterai name, logo, trademarks, service marks, and all related branding elements are the exclusive property of Panterai Inc. You may not use, reproduce, or reference any Panterai intellectual property without prior written consent.

10. Confidentiality

You acknowledge that in the course of using the Platform and performing Projects, you may have access to confidential, proprietary, or trade secret information belonging to Panterai, its clients, or other third parties ("Confidential Information"). You agree to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written authorization; (c) use Confidential Information solely for the purpose of performing authorized work on the Platform; (d) implement reasonable security measures to protect Confidential Information from unauthorized access or disclosure; and (e) return or destroy all Confidential Information upon request or upon termination of your account.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of yours; (b) was rightfully in your possession before disclosure by Panterai; (c) is independently developed by you without use of Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure. This confidentiality obligation survives termination of these Terms indefinitely.

11. Data Security Obligations

When handling any data in connection with Projects, you agree to: (a) implement and maintain reasonable administrative, technical, and physical safeguards to protect data against unauthorized access, disclosure, alteration, or destruction, consistent with the requirements of GDPR Article 32 (security of processing), the UK GDPR, and equivalent data protection legislation in your jurisdiction; (b) use encrypted connections when transmitting data; (c) not store project data on unsecured personal devices or in unauthorized cloud storage; (d) promptly notify Panterai (within 24 hours) of any actual or suspected security breach involving project data; (e) comply with any additional security requirements specified in the applicable project agreement; (f) securely delete all project data from your systems upon completion of the project or upon request by Panterai; and (g) not transfer any project data across international borders without Panterai's prior written authorization, and where such transfer is authorized, ensure that appropriate safeguards are in place in accordance with GDPR Chapter V, the UK GDPR, and applicable data protection laws.

12. Non-Solicitation and Non-Circumvention

During the term of your engagement with Panterai and for a period of twelve (12) months following the last date of any project assignment, you agree not to: (a) directly or indirectly solicit, contact, or engage with any Panterai client for the purpose of providing services that are the same as or substantially similar to those provided through the Platform, except through the Platform; (b) encourage or assist any Panterai client to reduce or terminate their engagement with Panterai; (c) circumvent the Platform to engage directly with any party you were introduced to through Panterai; or (d) recruit or solicit any Panterai contractor or employee for employment or engagement outside the Platform.

If you breach this Section, you agree to pay Panterai liquidated damages equal to the greater of: (a) the total fees that would have been payable to Panterai for the circumvented engagement over a twelve-month period, or (b) $25,000 USD. The parties agree that this amount represents a reasonable estimate of the damages Panterai would suffer and is not a penalty.

International Enforceability: If any provision of this Section is held to be unenforceable or void in your jurisdiction (including under the UK Competition Act 1998, EU competition law, or the laws of any other jurisdiction that restricts post-contractual non-compete or non-solicitation obligations), such provision shall be modified to the minimum extent necessary to make it enforceable in your jurisdiction, and the remaining provisions of this Section shall continue in full force and effect. In jurisdictions where liquidated damages clauses are treated as penalty clauses and are unenforceable (such as under English common law or Australian law), Panterai's remedy shall instead be actual damages proven to have been suffered as a result of the breach.

13. Acceptable Use and Conduct

You agree to comply with our Community Conduct Policy, which is incorporated into these Terms by reference. Violations of the Community Conduct Policy may result in immediate suspension or permanent removal from the Platform and all associated workspaces, at Panterai's sole discretion.

Without limiting the foregoing, you shall not: (a) submit false, misleading, or fraudulent information; (b) impersonate any person or entity; (c) use the Platform for any unlawful purpose; (d) attempt to gain unauthorized access to any part of the Platform; (e) interfere with or disrupt the Platform's infrastructure; (f) scrape, harvest, or collect data from the Platform without authorization; (g) use automated tools to access the Platform except as expressly permitted; or (h) engage in any activity that could damage, disable, or impair the Platform.

14. Export Control and Sanctions Compliance

You acknowledge that the Platform and certain Projects may be subject to U.S. export control laws and regulations, including the Export Administration Regulations (EAR) administered by the Bureau of Industry and Security, and economic sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury. The Platform may also be subject to the EU Dual-Use Regulation (Regulation (EU) 2021/821), the UK Export Control Act 2002, and equivalent export control regimes in other jurisdictions. You agree that you will not access or use the Platform, or perform any work through the Platform, in violation of any applicable export control laws, sanctions, or embargoes in any jurisdiction. You represent that you are not located in, and are not a national or resident of, any country that is subject to a comprehensive U.S. embargo (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), and that you are not designated on any U.S. government list of prohibited or restricted parties, including the Specially Designated Nationals and Blocked Persons List (SDN List), nor on any equivalent EU, UK, or other international sanctions list.

15. Anti-Bribery and Anti-Corruption

You agree to comply with all applicable anti-bribery and anti-corruption laws in every jurisdiction in which you operate, including but not limited to the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act 2010, the EU Anti-Corruption Directive, the Canadian Corruption of Foreign Public Officials Act (CFPOA), the Australian Criminal Code Act 1995 (Division 70), the Brazilian Clean Company Act (Lei 12.846/2013), and any equivalent legislation in your jurisdiction. You shall not, directly or indirectly, offer, pay, promise, or authorize the payment of any money, gift, or anything of value to any government official, political party, or any other person for the purpose of obtaining or retaining business, securing an improper advantage, or influencing any act or decision in connection with your use of the Platform or performance of any Project.

16. Platform Removal and Account Termination

PANTERAI RESERVES THE RIGHT, AT ITS SOLE AND ABSOLUTE DISCRETION, TO SUSPEND, RESTRICT, OR PERMANENTLY TERMINATE YOUR ACCESS TO THE PLATFORM AND ALL ASSOCIATED WORKSPACES, INCLUDING BUT NOT LIMITED TO DISCORD SERVERS, SLACK WORKSPACES, COMMUNICATION CHANNELS, PROJECT MANAGEMENT TOOLS, AND ANY OTHER COMPANY-RELATED DIGITAL OR PHYSICAL SPACES, AT ANY TIME, FOR ANY REASON OR NO REASON, WITH OR WITHOUT PRIOR NOTICE.

Grounds for removal include, but are not limited to: (a) violation of these Terms or any Panterai policy; (b) violation of the Community Conduct Policy; (c) conduct that creates an unsafe, hostile, or unproductive work environment; (d) conduct that hampers the efficiency, productivity, or morale of other Contractors or Panterai personnel; (e) breach of confidentiality; (f) submission of fraudulent or substandard work; (g) failure to meet project deadlines or quality standards; (h) inactivity for an extended period; or (i) any other reason Panterai deems appropriate in its sole judgment.

Upon termination for cause: (a) all licenses and rights granted to you under these Terms immediately cease; (b) you must immediately stop using the Platform and all associated workspaces; (c) you must return or destroy all Confidential Information in your possession; (d) Panterai may withhold any pending payments associated with the work that gave rise to the termination; and (e) you waive any claim for damages arising from such termination.

Upon termination without cause: (a) all licenses and rights granted to you under these Terms immediately cease; (b) Panterai shall pay any undisputed amounts owed for completed and accepted work performed prior to the termination date; and (c) you must return or destroy all Confidential Information in your possession.

You may terminate your account at any time by providing written notice to [email protected]. Termination of your account does not relieve you of any obligations incurred prior to termination, including confidentiality, intellectual property assignment, non-solicitation, and indemnification obligations.

17. Disclaimer of Warranties

THE PLATFORM AND ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PANTERAI DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PANTERAI DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PANTERAI MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE PLATFORM.

Statutory Rights: Nothing in this Section is intended to limit or exclude any statutory warranty or guarantee that cannot be excluded under the laws of your jurisdiction. If you are a consumer in the European Economic Area, the United Kingdom, Australia, or any other jurisdiction with mandatory consumer protection laws, you may have statutory rights that cannot be waived, and this disclaimer applies only to the extent permitted by such laws. In particular, this disclaimer does not affect your rights under the UK Consumer Rights Act 2015, the EU Consumer Rights Directive (Directive 2011/83/EU), the Australian Consumer Law (including statutory guarantees under Sections 51-68 of the Australian Consumer Law), or equivalent mandatory consumer protection legislation in your jurisdiction.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PANTERAI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF PANTERAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, PANTERAI'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID TO YOU BY PANTERAI IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00).

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, AND EVEN IF PANTERAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, PANTERAI'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

International Carve-Outs: Nothing in this Section excludes or limits liability for: (a) death or personal injury caused by negligence (as required under UK law and equivalent provisions in other jurisdictions); (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited under the UK Consumer Rights Act 2015, the Australian Consumer Law, the EU Consumer Rights Directive, or other mandatory consumer protection legislation in your jurisdiction; or (d) any other liability that cannot be excluded or limited by applicable mandatory law. For users in the European Economic Area, the limitation of liability in this Section shall not apply to the extent prohibited by Directive 93/13/EEC (the Unfair Contract Terms Directive) as implemented in your member state.

19. Indemnification

You agree to indemnify, defend, and hold harmless Panterai Inc., its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) your use of the Platform; (b) your breach of these Terms; (c) your violation of any applicable law or regulation; (d) your Work Product or any content you submit; (e) your negligence or willful misconduct; (f) any dispute between you and a third party arising from your use of the Platform; (g) your breach of any representation or warranty made herein; or (h) any claim that your Work Product infringes or misappropriates the intellectual property rights of any third party. This indemnification obligation survives termination of these Terms.

20. Dispute Resolution and Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be settled by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in the State of Delaware. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.

YOU AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST PANTERAI.

Notwithstanding the foregoing: (a) either party may bring an individual action in small claims court for disputes within the court's jurisdictional limits; (b) Panterai may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, Confidential Information, or to enforce the non-solicitation and non-circumvention provisions of these Terms; and (c) you may opt out of this arbitration provision by sending written notice to [email protected] within thirty (30) days of first accepting these Terms. Your opt-out notice must include your full name, account email, and a clear statement that you decline the arbitration provision.

Each party shall bear its own costs and attorneys' fees in connection with any arbitration. The arbitrator may award the prevailing party its reasonable attorneys' fees and costs if the arbitrator determines that the other party's claims or defenses were frivolous or brought in bad faith.

International Users: If you are a consumer habitually resident in the European Economic Area, the United Kingdom, or any other jurisdiction where mandatory law prohibits pre-dispute binding arbitration agreements with consumers, this arbitration clause shall not apply to you to the extent prohibited by such mandatory law. In such cases, disputes shall be resolved in the courts of your habitual residence in accordance with applicable local law. Nothing in this Section prevents you from referring a dispute to any alternative dispute resolution (ADR) body established under EU Directive 2013/11/EU (the ADR Directive) or the UK Alternative Dispute Resolution for Consumer Disputes (Competent Authorities and Information) Regulations 2015. For Australian users, nothing in this Section excludes, restricts, or modifies any right or remedy conferred by the Australian Consumer Law that cannot be excluded, restricted, or modified by agreement.

21. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of laws principles. To the extent that litigation is permitted under these Terms, you consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware.

EU/UK Consumer Protections: If you are a consumer habitually resident in the European Economic Area or the United Kingdom, nothing in this governing law clause deprives you of the protection afforded by provisions that cannot be derogated from by agreement under the laws of your country of habitual residence. In accordance with Article 18 of the Brussels I Regulation (Regulation (EU) No 1215/2012) and equivalent UK provisions, consumers in the EEA or UK may bring proceedings in the courts of their country of domicile. Nothing in this Section overrides your right to bring claims before the courts of your habitual residence where mandated by applicable law.

International Mandatory Law Savings Clause: To the extent that the laws of any jurisdiction in which you reside provide mandatory consumer, employment, or data protection rights that cannot be waived by contract, those mandatory rights shall apply regardless of the choice of Delaware law. This includes, without limitation, mandatory protections under the EU Consumer Rights Directive (Directive 2011/83/EU), the UK Consumer Rights Act 2015, the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010), the Brazilian Consumer Defence Code (Lei 8.078/1990), and the Canadian Consumer Protection Act or equivalent provincial legislation.

22. Modifications to Terms

Panterai reserves the right to modify these Terms at any time, at its sole discretion. We will provide notice of material changes by posting the updated Terms on the Platform with a revised "Last Updated" date and, for material changes, by sending notice to the email address associated with your account at least fifteen (15) days before the changes take effect. For changes required by law or regulation, modifications may take effect immediately. Your continued use of the Platform after any modification constitutes your acceptance of the updated Terms. If you do not agree with any modification, your sole remedy is to discontinue use of the Platform and close your account before the effective date.

23. Survival

The following provisions shall survive any termination or expiration of these Terms: Section 4 (No Guarantee of Work), Section 5 (Representations and Warranties), Section 8 (Tax Compliance), Section 9 (Intellectual Property), Section 10 (Confidentiality), Section 11 (Data Security), Section 12 (Non-Solicitation), Section 14 (Export Control), Section 15 (Anti-Bribery), Section 17 (Disclaimer of Warranties), Section 18 (Limitation of Liability), Section 19 (Indemnification), Section 20 (Dispute Resolution), Section 21 (Governing Law), this Section 23, and Section 24 (General Provisions), as well as any other provisions that by their nature are intended to survive termination.

24. General Provisions

Entire Agreement. These Terms, together with the Privacy Policy, Community Conduct Policy, and any applicable project agreements or statements of work, constitute the entire agreement between you and Panterai regarding the subject matter hereof and supersede all prior or contemporaneous communications, whether electronic, oral, or written.

Severability. If any provision of these Terms is held to be unenforceable or invalid, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Waiver. No failure or delay by Panterai in exercising any right under these Terms shall constitute a waiver of that right. A waiver of any default shall not constitute a waiver of any subsequent default.

Assignment. You may not assign or transfer these Terms or any rights hereunder without Panterai's prior written consent. Panterai may freely assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

Force Majeure. Panterai shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, government actions, power failures, internet disruptions, or labor disputes.

No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties hereto and do not confer any rights on any third party, except that Panterai's clients shall be third-party beneficiaries of the intellectual property, confidentiality, and data security provisions of these Terms.

Headings. Section headings are for convenience only and shall not affect the interpretation of these Terms.

Notices. All notices under these Terms shall be sent to Panterai at [email protected]. Notices to you will be sent to the email address associated with your account. Notice shall be deemed given when sent by email, provided that the sender does not receive an automated non-delivery response.

25. Contact Information

For questions regarding these Terms, please contact: