Acuerdos de Plataforma | Platform Agreements

1.1 Coordination Intermediary. AquiCargo is a digital coordination and matchmaking platform that introduces U.S.-based exporters of authorized goods to verified Cuban buyer entities for the purpose of facilitating trade under TSRA authorization. AquiCargo is not a party to any export transaction, does not take title to any goods, does not extend credit or financing to any party, does not hold or transmit funds between parties, and does not act as an export management company, freight forwarder, customs broker, or licensed trade facilitator under any other regulatory designation.

1.2 Not a Financial Institution. AquiCargo does not process, hold, transfer, or intermediate payments between Vendors and Buyers. All commercial payments for goods are made directly between parties through independently compliant payment channels. AquiCargos coordination fees (Section 11) are invoiced exclusively to U.S. Vendors and payable by U.S. Vendors only.

1.3 Not Legal or Compliance Counsel. Nothing in these Agreements, the platform interface, or any communication from AquiCargo constitutes legal advice, compliance certification, or a representation that any specific transaction is authorized under applicable law. Each party bears sole responsibility for obtaining its own legal counsel and making its own compliance determinations.

1.4 Authorization Basis. AquiCargos operations are premised on, and strictly limited to, the categories of goods and transaction types authorized by TSRA §7207 22 U.S.C. §7207 (food, agricultural products, and hygiene), the Cuban Democracy Act §6004(c) 22 U.S.C. §6004(c) (medicines and medical devices), the applicable OFAC general licenses under the CACR 31 CFR Part 515, and the BIS Export Administration Regulations 15 CFR Parts 730–774. No use of the platform is authorized for any goods, transaction, or counterparty outside these frameworks.

“AquiCargo” means AlianzaVital LLC, a Florida limited liability company, doing business as AquiCargo, 7901 4th St. N., Suite 300, St. Petersburg, FL 33702.

“Agricultural Commodity” has the meaning given in 7 U.S.C. §5602 (Agricultural Trade Act of 1978), as incorporated by TSRA §7201, including food, feed, fiber, tobacco products, and fertilizer, but excluding goods that do not qualify under the cited statute without independent verification.

“Authorized Goods” means agricultural commodities, food products, medicine, drugs, and medical devices, as defined respectively in 22 U.S.C. §7201, 7 U.S.C. §5602, and 21 U.S.C. §321, that are authorized for export to Cuba under applicable TSRA, OFAC, and BIS regulations at the time of each transaction.

“Buyer” means a Cuban legal entity — including state enterprises (empresas estatales), authorized private businesses (Micro, Small, and Medium Enterprises or MSMEs), non-governmental organizations, and international humanitarian organizations — that is registered on the platform and verified through the KYB process to purchase Authorized Goods from U.S. Vendors.

“CACR” means the Cuban Assets Control Regulations, 31 CFR Part 515, as amended from time to time by OFAC.

“CRL” means the Department of States Cuba Restricted List — the List of Restricted Entities and Subentities Associated with Cuba — as maintained and updated by the U.S. Department of State pursuant to 31 CFR §515.209.

“Deal Room” means AquiCargos encrypted digital environment for negotiation of RFQ responses, document exchange, and deal structuring between Vendors and Buyers.

“KYB” means Know Your Business verification — AquiCargos identity, legal status, regulatory standing, and sanctions screening process for all platform participants.

“OFAC” means the U.S. Department of the Treasury, Office of Foreign Assets Control.

“Platform” means AquiCargos website, web application, APIs, Deal Rooms, and all associated digital services and tools.

“RFQ” means a Request for Quotation submitted by a Buyer through the Platform for Authorized Goods from Vendors.

“SDN List” means OFACs Specially Designated Nationals and Blocked Persons List.

“Transaction” means any export sale of Authorized Goods from a U.S. Vendor to a Cuban Buyer that is introduced, negotiated, or closed through the Platform.

“TSRA” means the Trade Sanctions Reform and Export Enhancement Act of 2000, Pub. L. 106-387, codified at 22 U.S.C. §§7201–7211.

“Vendor” means a U.S. person or entity that is registered on the Platform for the purpose of exporting Authorized Goods to Cuba.

3.1 Vendor Eligibility. To register as a Vendor, an entity must:

• Be a U.S. person or entity (individual, corporation, LLC, partnership, or other legal entity organized under U.S. law or resident in the United States) as defined under 31 CFR §515.302;
• Hold a valid Employer Identification Number (EIN) issued by the IRS;
• Export only goods that qualify as Authorized Goods under applicable TSRA, OFAC, and BIS regulations at the time of each transaction;
• Maintain, obtain, or qualify for all required BIS export licenses or license exceptions applicable to each shipment;
• Not be designated on the SDN List, Denied Persons List, Entity List, Unverified List, or any other U.S. government debarment or denial list;
• Successfully complete AquiCargos KYB verification process (Section 4).

3.2 Buyer Eligibility. To register as a Buyer, an entity must:

• Be a Cuban legal entity authorized under applicable Cuban law to import goods in the relevant categories;
• Not appear on the SDN List, the CRL, or any other OFAC-administered sanctions list at the time of registration or at any point during platform participation;
• Not be owned, controlled, or directed by any individual or entity on the SDN List or CRL;
• Successfully complete AquiCargos KYB verification process (Section 4);
• Operate lawfully under Cuban law with respect to the importation of the categories of Authorized Goods in which it transacts.

3.3 NGO/Humanitarian Eligibility. Non-governmental organizations and humanitarian organizations accessing the Platform for transactions falling under the humanitarian donations authorization 31 CFR §515.570 must additionally provide documentation establishing their non-governmental and non-commercial status acceptable to AquiCargo.

3.4 Continuing Eligibility. Eligibility is not a one-time determination. Each party represents and warrants that its eligibility conditions are continuously satisfied throughout its use of the Platform. Any change in status — including SDN or CRL listing, loss of export authorization, change in ownership or control, or government debarment — must be reported to AquiCargo within 24 hours of the party becoming aware of such change.

4.1 Mandatory Verification. All Vendors, Buyers, and NGOs must complete AquiCargos KYB verification process before accessing the Deal Room, submitting or responding to RFQs, or closing any Transaction. KYB verification includes identity verification, corporate document review, ownership structure analysis, and multi-list sanctions screening.

4.2 Screening Against Sanctions Lists. AquiCargo screens all applicants and registered participants against:

• OFAC Specially Designated Nationals and Blocked Persons List (SDN List);
• U.S. Department of State Cuba Restricted List (CRL) 31 CFR §515.209;
• BIS Denied Persons List, Entity List, and Unverified List;
• Any applicable OFAC Non-SDN lists;
• Helms-Burton Title III trafficking risk indicators under 22 U.S.C. §6023(13).

4.3 Ongoing Rescreening. AquiCargo rescreens registered participants against applicable sanctions lists periodically and upon any update to those lists. A match at any time — including post-registration — will result in immediate suspension of access and notification per Section 4.5.

4.4 Buyer Self-Certification. As a condition of KYB approval and ongoing participation, each Buyer entity must certify in writing that:

• It is not owned or controlled (directly or indirectly) by the Cuban governments military, intelligence, or security services, and does not appear on the CRL;
• It does not operate from, or derive commercial benefit from, property confiscated from U.S. nationals, as that term is used in 22 U.S.C. §6023(13)(B);
• All goods imported through the Platform will be used for lawful civilian purposes and not transferred to prohibited end-users;
• It holds all authorizations required under Cuban law for the importation of the relevant goods categories.

4.5 Rejection and Mandatory Reporting. If AquiCargo determines that an applicant or registered participant is or may be a match for a prohibited person or entity (SDN or CRL), AquiCargo will:

• Immediately deny or suspend the applicants access to the Platform;
• Reject any pending Transaction involving the affected participant;
• Report the rejected transaction to OFAC within 10 business days via the OFAC Reporting System (ORS), as required by 31 CFR §501.604;
• Retain all documentation related to the rejection for the 10-year retention period required under 31 CFR §501.601.

5.1 TSRA-Covered Goods. The Platform is designed to facilitate export transactions in the following categories, subject in each case to applicable OFAC and BIS authorization at the time of the transaction:

• Agricultural Commodities and Food Products — as defined in 7 U.S.C. §5602 and TSRA §7201, including grains, oilseeds, vegetables, fruits, meat and poultry, dairy, processed foods, and fertilizer. Payment terms are governed by TSRA §7207(b)(1) and Section 6 of these Agreements;
• Medicine and Drugs — as defined in 21 U.S.C. §321(g); export authorized under 15 CFR §746.2 subject to applicable BIS review. TSRA payment restrictions of §7207(b)(1) do not apply to medicine and medical devices, though OFAC and CACR prohibitions fully apply;
• Medical Devices — as defined in 21 U.S.C. §321(h); export authorized under 15 CFR §746.2;
• Personal Care and Hygiene Products — export of hygiene products not separately enumerated under TSRA §7207 or defined as Agricultural Commodities under 7 U.S.C. §5602 must be independently authorized under applicable BIS EAR licensing or EAR99 classification. The TSRA §7207(b)(1) payment restriction does not apply to hygiene products — standard commercial payment terms may apply, subject to OFAC CACR restrictions on financial transactions with Cuba. Vendors must independently verify EAR classification and OFAC authorization for each hygiene SKU.

5.2 No Unlicensed Goods. No goods requiring an individual BIS export license for Cuba (under the general policy of denial at 15 CFR §746.2) may be transacted through the Platform without the Vendor first presenting valid BIS authorization to AquiCargo. AquiCargo reserves the right to suspend any RFQ or Transaction pending verification of BIS authorization.

5.3 Quantity and Value Limits. No transaction quantity or shipment value limits are imposed by AquiCargo beyond those required by applicable BIS, OFAC, and TSRA regulations. Vendors are responsible for compliance with any applicable pre-shipment BIS notification requirements under License Exception AGR 15 CFR §740.18, including the 11-business-day review window and contract execution timeline requirements.

6.1 TSRA Payment Restriction — Agricultural Commodities. For all Transactions involving Agricultural Commodities and food products, the U.S. Vendor may accept payment only through one of the two methods permitted by TSRA §7207(b)(1) 22 U.S.C. §7207(b)(1); 31 CFR §515.533(e):

• Cash in Advance (CIA): Full payment received by the U.S. Vendor before title to the goods passes to the Cuban Buyer; or
• Third-Country Financial Institution Financing: Financing arranged through a financial institution located outside the United States, excluding any entity owned or controlled by the Government of Cuba, provided that the financing does not involve the extension of credit by a U.S. person. A U.S. financial institution may confirm or advise a letter of credit issued under this method.

6.2 Prohibited Payment Methods — Agricultural Commodities. The following payment arrangements are explicitly prohibited under TSRA §7207(b)(1) for Agricultural Commodity transactions and must not be structured, suggested, or facilitated through the Platform:

• Any credit or financing extended directly or indirectly by a U.S. person to the Cuban Buyer;
• Open account (net 30/60/90) payment terms;
• Financing through U.S. Export-Import Bank or any U.S. government credit guarantee program;
• USDA CCC credit guarantee programs;
• Any payment arrangement where title passes to the Cuban Buyer before full payment is received by the U.S. Vendor.

6.3 Medicine and Medical Devices. TSRA §7207(b)(1) payment restrictions do not apply to medicine, drugs, or medical devices. These categories are subject to the OFAC CACRs general financial prohibitions under 31 CFR §515.201, which prohibit any unauthorized transfer of credit or payment involving Cuban interests. Transactions in these categories must comply with applicable OFAC general or specific licenses.

6.4 Fee Structure — No Cuba–U.S. Financial Intermediation. Percentage coordination fees on transaction value (Section 11) are billed exclusively to U.S. Vendors. Membership fees and RFQ fees charged to eligible Cuban Buyers are charges for coordination services performed in the U.S. by AlianzaVital LLC — they do not constitute financial intermediation between Cuba and the U.S. There is no direct Cuban financial counterparty to any platform fee. Any attempt to route payment of AquiCargo fees through a Cuban entity or Cuban financial institution constitutes a material breach of these Agreements and a potential OFAC violation.

7.1 Vendor Licensing Responsibility. Each Vendor bears sole and exclusive responsibility for obtaining, maintaining, and complying with all required BIS export authorizations for each shipment. Cuba is designated Country Group E:2 under the BIS Export Administration Regulations 15 CFR Part 740, Supplement No. 1, subject to a general policy of denial for controlled items 15 CFR §746.2. Vendors may not rely on AquiCargos KYB approval as a substitute for independent BIS compliance.

7.2 License Exception AGR. Vendors exporting Agricultural Commodities classified as EAR99 may rely on License Exception AGR 15 CFR §740.18 subject to: (a) pre-shipment notification to BIS via SNAP-R with the required 11-business-day review window; (b) execution of the applicable sales contract within 12 months of BIS authorization; and (c) compliance with all other AGR conditions. Vendors must provide AquiCargo with evidence of AGR notification and any BIS response before the Deal Room closes.

7.3 Medicine and Medical Device Authorization. Medicine and medical devices are generally approved under 15 CFR §746.2(a)(2). Vendors exporting such items should confirm EAR99 classification or applicable License Exception and retain documentation for the 10-year record-keeping period.

7.4 No Diversion. All goods exported through Transactions facilitated by the Platform must be delivered to the verified Cuban Buyer identified in the Transaction. No diversion, re-export, or transshipment to any unauthorized end-user or destination is permitted. Vendors must include U.S. destination control statements and anti-diversion certificates in all shipping documentation as required by BIS.

8.1 Core Prohibition Acknowledgment. All platform participants acknowledge that 31 CFR §515.201 prohibits U.S. persons and entities from engaging in, or facilitating, any transaction “which has the effect of evading or avoiding” the prohibitions of the Cuban Assets Control Regulations. This anti-facilitation standard applies regardless of intent.

8.2 Vendor Compliance Obligations. Each Vendor represents, warrants, and covenants that:

• Each Transaction is independently authorized under applicable OFAC general or specific license as of the closing date;
• No Transaction is structured to evade or avoid OFAC prohibitions;
• All payments received comply with TSRA §7207(b)(1) or applicable OFAC authorization;
• It has implemented an OFAC compliance program appropriate to its size and risk profile, consistent with OFACs Framework for Compliance Commitments (May 2, 2019);
• It will immediately notify AquiCargo if it becomes aware that any Buyer it has transacted with is or may be an SDN or CRL-listed entity.

8.3 Buyer Compliance Obligations. Each Buyer represents, warrants, and covenants that:

• It is not, and is not owned or controlled by, any entity designated on the SDN List or the CRL;
• It will use all goods acquired through the Platform solely for lawful civilian purposes in Cuba;
• It will not transfer, sell, or re-export goods to any SDN-listed entity or to any end-user engaged in the proliferation of weapons of mass destruction;
• It will not structure payment arrangements in a manner that violates TSRA §7207(b)(1) or OFAC CACR provisions.

8.4 OFAC Voluntary Self-Disclosure. AquiCargo maintains a written protocol for voluntary self-disclosure to OFAC in the event that AquiCargo becomes aware of a potential sanctions violation arising from a Transaction facilitated through the Platform. Voluntary self-disclosure is a significant mitigating factor in OFAC penalty determinations. AquiCargos self-disclosure obligation does not limit or supersede each partys independent obligation to self-disclose its own potential violations to OFAC.

9.1 CRL Prohibition. U.S. persons are prohibited from engaging in direct financial transactions with entities on the CRL 31 CFR §515.209. “Direct financial transaction” includes acting as the originator of a funds transfer whose ultimate beneficiary is a CRL-listed entity, and encompasses wire transfers, credit card payments, checks, and cash. Facilitating a Transaction where the Buyer is CRL-listed constitutes a violation of 31 CFR §515.209 by the U.S. Vendor and potentially by AquiCargo as intermediary.

9.2 Platform Screening. AquiCargo screens all Buyer entities against the CRL at registration, upon each CRL update, and at the time of each Transaction closing. A positive match results in the actions described in Section 4.5.

9.3 Vendor Independent Screening. AquiCargos CRL screening does not discharge each Vendors independent obligation to screen its counterparties. Vendors must independently screen Buyer entities against the current CRL before finalizing any Transaction. The CRL is publicly available at the U.S. Department of State website.

9.4 Confiscated Property — Helms-Burton Title III. The Helms-Burton Act, 22 U.S.C. §§6021–6091, Title III (22 U.S.C. §6082), creates a private civil right of action for U.S. nationals whose property was confiscated by the Cuban government against any person who “traffics” in such property, as defined in 22 U.S.C. §6023(13). Each Buyer certifies under Section 4.4(b) that it does not operate from or derive benefit from such confiscated property. AquiCargos role as a pure coordination intermediary — with no property interest in goods, no physical presence in Cuba, and no title to any assets on Cuban soil — is designed to remain outside the statutory definition of “trafficking” under 22 U.S.C. §6023(13)(B)(ii). No indemnification protects a Buyer that provides false certification on this point.

10.1 Prohibition. The following conduct constitutes a material breach of these Agreements, grounds for immediate termination of platform access, and may constitute a violation of applicable U.S. law:

• Conducting, attempting to conduct, or facilitating any transaction between Vendors and Buyers outside the Platform after an introduction made through the Platform, without payment of applicable coordination fees, for a period of 24 months from the date of introduction (“circumvention period”);
• Using contact information, business intelligence, or counterparty relationships obtained through the Platform to transact outside the Platform during the circumvention period;
• Structuring any transaction in a manner designed to evade the TSRA payment requirements of Section 6, including by disguising unauthorized financing as a services agreement, loan, or other non-payment instrument;
• Using the Platform to source information about Buyers or Vendors and then transacting directly without platform involvement during the circumvention period;
• Providing false or misleading information to AquiCargo in connection with KYB verification, Transaction closing, or compliance certifications.

10.2 Damages for Circumvention. In the event of circumvention, the breaching party shall pay AquiCargo liquidated damages equal to the full coordination fee that would have been owed had the Transaction been closed through the Platform, plus reasonable attorneys fees and costs of enforcement. The parties agree that actual damages from circumvention are difficult to calculate and that this liquidated damages provision represents a reasonable estimate of harm.

11.1 Fee Structure. AquiCargo fees comprise annual membership fees, RFQ submission fees (due at submission, regardless of outcome), and coordination fees upon successful closing. The complete schedule is published on the Platform and incorporated by reference.

U.S. Vendor Fees

• Basic Vendor (Free): No annual fee. No KYB. Inbound RFQ reception only. No Deal Room access. No coordination fee.
• Active Vendor ($799/yr): Full platform and Deal Room access. Coordination fee by cumulative annual GMV: 1.25% (first $500,000 USD) · 1.00% ($500,001–$2,000,000 USD) · 0.75% (above $2,000,000 USD).
• Priority Vendor — Founding ($1,499/yr, 25 slots, rate permanently locked) / Standard ($2,199/yr after founding slots fill): Coordination fee by GMV: 0.75% (first $500,000 USD) · 0.65% ($500,001–$2,000,000 USD) · 0.50% (above $2,000,000 USD).
• Enterprise Vendor ($7,500/yr): Full access, advanced tools and API. Coordination fee by GMV: 0.50% (first $500,000 USD) · 0.45% ($500,001–$2,000,000 USD) · 0.40% (above $2,000,000 USD, negotiable by written agreement).

Cuban Buyer Fees

• Basic Buyer (Free): $75 per RFQ submitted. Maximum 5 lifetime RFQs. No coordination fee at closing.
• Pro Buyer ($49/yr): $25 per RFQ submitted. Unlimited direct RFQs; up to 10 category RFQs per month. No coordination fee at closing.
• Premium Buyer ($149/yr): $15 per RFQ submitted. Unlimited RFQs (direct and category). No coordination fee at closing.
• Enterprise Buyer ($899/yr): 0.25% of declared order value per RFQ submitted. Additional 0.25% coordination fee upon successful deal closing.
• NGO / Humanitarian (Free): 0.10% of declared order value per RFQ submitted. 0.10% coordination fee upon successful closing. Exclusive to organizations under 31 CFR §515.570 (humanitarian donations authorization).

11.2 Success-Only for Vendor Coordination Fees. Vendor coordination fees are owed only upon closing of a Transaction (issuance of a proforma invoice accepted by both parties, confirmed payment terms, and confirmed BIS export authorization). No coordination fee is owed for RFQs that do not result in a closed Transaction.

11.3 Currency and Payment. All coordination fees are invoiced in U.S. Dollars payable by U.S. Vendors to AquiCargo within 30 days of invoice date. Fees must be paid via QuickBooks Payments (Intuit), PayPal, ACH, wire transfer, or such other method as AquiCargo specifies. No fee payment shall involve any Cuban entity, Cuban financial institution, or funds of Cuban origin.

12.1 No Guarantee of Transaction Completion. AquiCargo does not guarantee that any RFQ will receive responses, that any negotiation will result in a Transaction, that any Vendor or Buyer will perform its obligations, or that any export authorization will be obtained. The Platform is an introduction and negotiation tool only.

12.2 No Export License. AquiCargo does not hold, represent, or obtain any BIS export license on behalf of any Vendor. AquiCargos involvement in a Transaction does not grant, substitute for, or constitute evidence of any applicable export authorization.

12.3 No Government Authorization. AquiCargo has not received specific authorization from OFAC, BIS, or any other U.S. government agency to operate the Platform or to facilitate any specific category of Transaction. AquiCargos operations are premised on the general authorization framework of TSRA and the CACR as described herein, and are subject to change based on regulatory developments.

12.4 Service Availability. AquiCargo provides the Platform on an “as available” basis. AquiCargo does not warrant uninterrupted or error-free service. Scheduled and emergency maintenance, regulatory compliance reviews, or government action may result in temporary or permanent suspension of Platform services without liability to any party.

13.1 Statutory Minimum — 10 Years. Pursuant to 31 CFR §501.601 (as incorporated by 31 CFR §515.601), all records of Transactions subject to OFAC regulations — including KYB documentation, sanctions screening results, RFQ records, deal room communications, proforma invoices, export documentation, payment records, and compliance certifications — must be retained by each party for a minimum of 10 years from the date of the Transaction. AquiCargo retains its own platform records accordingly.

13.2 Vendor Record Retention. Each Vendor must retain, for a minimum of 10 years:

• All BIS export documentation, SNAP-R notifications, and license exceptions;
• All bills of lading, export declarations (EEI), and shipping records;
• All payment documentation demonstrating compliance with TSRA §7207(b)(1);
• All Buyer KYB certifications and sanctions screening results obtained independently by the Vendor;
• All proforma invoices, commercial invoices, and packing lists;
• All AquiCargo Deal Room communications and transaction closing documents.

13.3 Customer Certifications. Service providers facilitating authorized transactions must retain customer certifications for 10 years per 31 CFR §515.572. AquiCargo retains all Buyer self-certifications (Section 4.4) and Vendor compliance certifications accordingly.

13.4 Audit Right. AquiCargo reserves the right to request compliance documentation from any Vendor or Buyer in connection with a Transaction facilitated through the Platform. Failure to provide requested documentation within 15 business days constitutes grounds for suspension of platform access.

14.1 By All Parties. Each party represents and warrants to AquiCargo and to each counterparty that:

• It has full legal authority to enter into and perform its obligations under these Agreements;
• These Agreements have been duly authorized by all necessary corporate or organizational action;
• Its use of the Platform and each Transaction complies with all applicable U.S. and local laws, including TSRA, OFAC CACR, BIS EAR, and all applicable anti-money laundering regulations;
• It is not subject to any legal, regulatory, or contractual restriction that would prevent its lawful participation on the Platform;
• All information provided in connection with KYB verification is truthful, accurate, and complete as of the date provided, and it will promptly notify AquiCargo of any material change.

14.2 By Vendors Specifically. Each Vendor additionally represents and warrants that:

• Each good it offers or sells through the Platform qualifies as an Authorized Good under applicable law at the time of transaction;
• It has independently verified the BIS classification of each good and holds or qualifies for the required export authorization;
• It has independently screened each Buyer against the SDN List and CRL prior to closing any Transaction;
• It has not structured, and will not structure, any payment arrangement that violates TSRA §7207(b)(1);
• No Transaction involves the provision of U.S.-origin financing to any Cuban entity.

14.3 By Buyers Specifically. Each Buyer additionally represents and warrants that:

• It holds all authorizations required under Cuban law for the importation of goods purchased through the Platform;
• It does not appear on, and is not owned or controlled by any entity on, the SDN List or CRL;
• It does not operate from, or derive material commercial benefit from, property confiscated from U.S. nationals within the meaning of 22 U.S.C. §6023(13)(B);
• It will use goods purchased through the Platform solely for lawful civilian purposes and will not transfer them to prohibited end-users or for prohibited end-uses.

15.1 By Vendors. Each Vendor agrees to indemnify, defend, and hold harmless AquiCargo, its members, managers, officers, employees, agents, and successors from and against any and all claims, damages, losses, penalties, fines, costs, and expenses (including reasonable attorneys fees) arising from or related to:

• Any violation of TSRA, OFAC CACR, BIS EAR, or any other applicable U.S. export control or sanctions law by the Vendor in connection with any Transaction;
• Any breach of the Vendors representations, warranties, or obligations under these Agreements;
• Any Transaction involving an unauthorized Buyer, unauthorized goods, or unauthorized payment terms;
• Any OFAC civil penalty, BIS penalty, or criminal forfeiture arising from or attributable to the Vendors conduct;
• Any Helms-Burton Title III claim arising from a Transaction involving goods destined for Cuban entities operating on confiscated U.S.-citizen property, where the Vendor had or should have had knowledge of such use;
• Any third-party claim arising from the Vendors goods, including product liability claims.

15.2 By Buyers. Each Buyer agrees to indemnify, defend, and hold harmless AquiCargo from and against any and all claims, damages, losses, penalties, fines, costs, and expenses arising from or related to:

• Any false or misleading KYB certification or self-certification by the Buyer;
• Any breach of the Buyers representations, warranties, or obligations under these Agreements;
• Any Helms-Burton Title III claim arising from the Buyers operations on or use of confiscated U.S.-citizen property;
• Any unauthorized re-export, diversion, or transfer of goods to prohibited end-users or end-uses;
• Any claim by Cuban governmental or regulatory authorities arising from the Buyers participation on the Platform.

15.3 AquiCargo Indemnification of Parties. AquiCargo agrees to indemnify, defend, and hold harmless Vendors and Buyers from and against direct claims arising solely from AquiCargos gross negligence or willful misconduct in operating the Platform, to the extent such claims do not arise from the partys own breach of these Agreements. AquiCargo does not indemnify any party for claims arising from regulatory change, OFAC enforcement, BIS enforcement, or Helms-Burton claims where the underlying conduct is the partys own.

16.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AQUICARGO SHALL NOT BE LIABLE TO ANY PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THESE AGREEMENTS OR THE PLATFORM, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOSS OF DATA, OR COST OF SUBSTITUTE GOODS, EVEN IF AQUICARGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 Cap on Liability. AQUICARGOS TOTAL AGGREGATE LIABILITY TO ANY SINGLE PARTY FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE AGREEMENTS OR THE PLATFORM — WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE — SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL COORDINATION FEES PAID BY THAT PARTY TO AQUICARGO IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) $10,000 USD.

16.3 Regulatory Enforcement Exclusion. AQUICARGO IS NOT LIABLE FOR ANY OFAC CIVIL OR CRIMINAL PENALTY, BIS PENALTY, DOJ ENFORCEMENT ACTION, OR HELMS-BURTON TITLE III DAMAGES ASSESSED AGAINST ANY VENDOR OR BUYER ARISING FROM THAT PARTYS OWN CONDUCT, REGARDLESS OF WHETHER AQUICARGO FACILITATED THE INTRODUCTION THAT LED TO THE RELEVANT TRANSACTION.

16.4 Essential Basis. The parties acknowledge that the limitations in this Section 16 are an essential element of the basis of the bargain between the parties and that AquiCargo would not have entered into these Agreements without such limitations.

17.1 AquiCargo IP. All intellectual property in the Platform — including software, algorithms, design, trademarks, brand identity, data compilations, vendor and buyer directories, compliance scoring methodologies, and content — is the exclusive property of AlianzaVital LLC. No license is granted to any party to copy, reproduce, distribute, reverse-engineer, or create derivative works from any AquiCargo intellectual property.

17.2 Party Content. Each party retains ownership of its own business information, product listings, catalogs, and other content submitted to the Platform. By submitting content, each party grants AquiCargo a non-exclusive, royalty-free license to display, process, and use such content for Platform operations, compliance screening, and aggregate analytics.

17.3 Proprietary Software. The Platform and all associated software are proprietary to AlianzaVital LLC and protected under 17 U.S.C. §§101 et seq. (Copyright Act) and applicable trade secret law. Unauthorized reproduction, reverse engineering, or distribution is prohibited and may result in civil and criminal penalties under 17 U.S.C. §501 et seq. and the DMCA.

18.1 Confidential Information. “Confidential Information” means any non-public business, technical, financial, or operational information disclosed by one party to another in connection with the Platform, including counterparty identities, pricing, deal terms, compliance documentation, and KYB materials.

18.2 Obligations. Each party agrees to: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent; (c) use Confidential Information solely for the purpose of evaluating or closing Transactions through the Platform; and (d) protect Confidential Information with at least the same degree of care used to protect its own confidential information, but no less than reasonable care.

18.3 Required Disclosure. A party may disclose Confidential Information to the extent required by applicable law, court order, OFAC subpoena, or BIS administrative process, provided that the disclosing party provides prompt written notice to the other party (to the extent legally permitted) and cooperates in seeking a protective order or confidential treatment.

19.1 Data Collection. AquiCargo collects and processes personal and business data from platform participants for the purposes of KYB verification, sanctions screening, Transaction facilitation, compliance recordkeeping, and platform operations. The categories of data collected include: business identity documents, beneficial ownership information, contact details, transaction records, communications, and compliance screening results.

19.2 Retention. As required by 31 CFR §501.601 and §515.572, compliance-related data is retained for a minimum of 10 years from the relevant transaction date. Other personal data is processed in accordance with AquiCargos Privacy Policy, incorporated herein by reference.

19.3 Regulatory Disclosure. AquiCargo may be required to disclose party data to OFAC, BIS, the Department of State, DOJ, or other government authorities pursuant to regulatory reporting obligations — including rejected transaction reports under 31 CFR §501.604, blocked property reports under 31 CFR §501.603, and responses to subpoenas or administrative demands. Such disclosure does not constitute a breach of confidentiality.

19.4 CCPA. To the extent AquiCargo processes personal data of California residents, AquiCargo complies with the California Consumer Privacy Act (Cal. Civ. Code §§1798.100 et seq.). AquiCargo does not sell personal data to third parties.

20.1 Term. These Agreements take effect upon a partys registration on the Platform and continue until terminated by either party in accordance with this Section.

20.2 Termination by Party. Any party may terminate its Platform account and these Agreements upon 30 days written notice to AquiCargo, provided no Transaction is pending and all accrued coordination fees have been paid.

20.3 Immediate Termination by AquiCargo. AquiCargo may immediately suspend or terminate any partys access to the Platform, without prior notice and without liability, upon:

• Discovery that the party has been designated on the SDN List or CRL;
• Discovery of material misrepresentation in KYB documentation;
• Attempted or completed circumvention in violation of Section 10;
• Any breach of the payment restrictions in Section 6;
• Any conduct by the party that, in AquiCargos reasonable determination, creates material legal, regulatory, or reputational risk for the Platform;
• Any government order, OFAC directive, or BIS action requiring suspension of the partys access;
• Any Helms-Burton Title III claim involving the party that has not been satisfactorily resolved within 60 days.

20.4 Effect of Termination. Upon termination: (a) all pending RFQs submitted by the terminated party are cancelled; (b) accrued coordination fees remain due and payable; (c) record retention, confidentiality, indemnification, and limitation of liability provisions survive termination; (d) AquiCargo retains all transaction records for the required retention period.

21.1 Regulatory Change. The regulatory framework governing U.S.-Cuba trade — including TSRA, OFAC CACR, BIS EAR, the CRL, and Helms-Burton Title III — is subject to change by executive action, congressional legislation, OFAC rulemaking, and State Department policy without notice. AquiCargo cannot guarantee that the legal basis for Platform operations or any Transaction category will remain unchanged.

21.2 Material Adverse Regulatory Change (MARC). In the event of a Material Adverse Regulatory Change — defined as any change in applicable U.S. law, OFAC regulation, BIS rule, State Department CRL policy, or presidential executive order that, in AquiCargos reasonable determination, substantially impairs the legal authorization for the Platforms operations or any material Transaction category — AquiCargo may:

• Immediately suspend the affected Transaction category pending legal review;
• Impose additional compliance requirements as a condition of continued access;
• Suspend Platform operations in whole or in part without liability;
• Terminate affected Transactions without penalty to either party, provided the termination is solely attributable to the regulatory change and not to any partys own breach.

21.3 Compliance Cost Allocation. If a regulatory change imposes new compliance obligations on AquiCargo (including new BIS notification requirements, additional screening mandates, or modified OFAC reporting), AquiCargo reserves the right to pass through the incremental compliance costs to Vendors by adjusting fee schedules upon 30 days written notice.

21.4 No Liability for Regulatory-Driven Losses. Neither AquiCargo nor any party shall be liable to any other party for losses, damages, or lost profits arising solely from a unilateral change in U.S. law or regulation that renders a Transaction category unauthorized, regardless of whether Transactions were pending or under negotiation at the time of the regulatory change.

21.5 Force Majeure. No party shall be liable for delay or failure to perform its obligations under these Agreements to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, sanctions enforcement actions by U.S. or foreign governments, cyberattacks, natural disasters, or regulatory actions by OFAC, BIS, or the State Department. Force majeure does not excuse payment of accrued fees or compliance with record retention and reporting obligations.

22.1 Florida Law. These Agreements and all disputes arising from or related to them shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles, except to the extent that federal law (including TSRA, IEEPA, TWEA, BIS EAR, and OFAC regulations) governs the applicable subject matter.

22.2 Federal Law Supremacy. Where any provision of these Agreements conflicts with applicable U.S. federal law — including TSRA, the Trading With the Enemy Act (50 U.S.C. App. §5), IEEPA (50 U.S.C. §§1701–1706), the Helms-Burton Act (22 U.S.C. §§6021–6091), or the Export Control Reform Act (50 U.S.C. §§4801 et seq.) — federal law controls. No provision of these Agreements shall be interpreted to authorize conduct prohibited by applicable federal sanctions, export control, or embargo law.

23.1 Mandatory Negotiation. Before initiating any arbitration or litigation, the disputing parties shall attempt in good faith to resolve the dispute through senior management negotiation within 30 days of written notice of the dispute.

23.2 Binding Arbitration. Any dispute not resolved by negotiation shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with the following conditions:

• Seat of arbitration: Tampa, Florida;
• Language: Spanish;
• Number of arbitrators: one (1) for disputes under $500,000; three (3) for disputes of $500,000 or more;
• Discovery: limited to document production and two depositions per side;
• Award: final and binding, enforceable in any court of competent jurisdiction;
• Fees: each party bears its own attorneys fees unless the arbitrator awards fees to a prevailing party as a remedy for bad faith.

23.3 Class Action Waiver. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS. NO PARTY MAY BRING, JOIN, OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING AGAINST ANY OTHER PARTY. THIS WAIVER IS A MATERIAL TERM OF THESE AGREEMENTS.

23.4 Emergency Relief. Notwithstanding the arbitration agreement, any party may seek emergency injunctive or equitable relief from a court of competent jurisdiction in Hillsborough or Pinellas County, Florida, or the U.S. District Court for the Middle District of Florida, to prevent irreparable harm pending arbitration. Seeking emergency relief does not waive the right to arbitrate the underlying dispute.

23.5 Government Enforcement. Nothing in this Section limits the ability of OFAC, BIS, DOJ, or any other U.S. government agency to enforce applicable law against any party. Government enforcement actions are not subject to arbitration under these Agreements.

24.1 Entire Agreement. These Agreements, together with the Privacy Policy, Acceptable Use Policy, Anti-Circumvention Policy, and any applicable tier-specific Vendor or Buyer terms incorporated by reference, constitute the entire agreement between AquiCargo and each party with respect to the Platform and supersede all prior agreements, representations, and understandings.

24.2 Amendment. AquiCargo may amend these Agreements at any time by posting an updated version on the Platform with at least 30 days prior notice for material changes. Continued use of the Platform after the effective date of amendments constitutes acceptance. If a party does not accept the amendments, it must terminate its account before the effective date.

24.3 Severability. If any provision of these Agreements is found to be unenforceable, invalid, or contrary to applicable law, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from the Agreements, with the remainder of the Agreements continuing in full force and effect.

24.4 Waiver. No failure or delay by AquiCargo in exercising any right shall constitute a waiver of that right. A waiver in one instance does not constitute a waiver in any subsequent instance.

24.5 Assignment. Parties may not assign their rights or obligations under these Agreements without AquiCargos prior written consent. AquiCargo may assign these Agreements in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee assumes all obligations under these Agreements.

24.6 Notices. Legal notices to AquiCargo shall be sent in writing to: AlianzaVital LLC d/b/a AquiCargo, 7901 4th St. N., Suite 300, St. Petersburg, FL 33702, with a copy by email to [email protected]. Notices are effective upon receipt.

24.7 No Third-Party Beneficiaries. These Agreements are for the benefit of AquiCargo and registered platform participants only. No third party — including any Cuban or U.S. government entity, trade association, or competitor — has any rights under these Agreements.

24.8 Language. The Spanish-language version of these Agreements is the authoritative and controlling version. Any English translation provided for reference does not modify the Spanish text. In the event of conflict between the Spanish and English versions, the Spanish version controls.

24.9 Export Control Compliance Acknowledgment. By using the Platform, each party acknowledges that: (a) the export, re-export, or transfer of goods, technology, or software through or in connection with the Platform may be subject to U.S. export control laws; (b) it will not export, re-export, or transfer any items in violation of applicable U.S. export control laws; and (c) it bears sole responsibility for its own export compliance.