Last updated: June 7, 2025

These Terms & Conditions ("T&C") govern the access to and use of services provided by the Pinguino business group. By accessing our websites, platforms, or services, you acknowledge that you have read, understood, and agreed to be bound by these T&C.

1. Definitions & Business Group Structure

For purposes of these Terms & Conditions:

• "Pinguino Group" refers collectively to the independent but collaborating legal entities described below.

• Pinguino Capital LLC is a limited liability company incorporated in the United States, providing consulting, advisory, operational coordination, and treasury-related services.

• Pinguino Capital S.A.S. is a company incorporated in Colombia, operating independently and participating in certain activities through joint venture or mandate-based arrangements, including payment facilitation and operational support services.

• 446 Interactive LLC is a limited liability company incorporated in the United States, providing digital, creative, commercial, and operational services.

Each entity operates under its own legal personality, jurisdiction, and regulatory obligations. Any collaboration between entities occurs pursuant to written joint venture, intercompany, or mandate-based agreements and does not constitute common ownership unless expressly stated otherwise.

2. Scope of Services

Services offered by the Pinguino Group may include, without limitation:

• Business and operational consulting

• Financial and payment flow advisory

• Cross-border payment coordination and treasury administration

• Contractor and vendor management support

• Digital, creative, and operational services

Services are provided on a business-to-business (B2B) basis only. No consumer financial services are offered.

The specific services provided, and the entity responsible for delivery, depend on the nature of the engagement, jurisdiction, and applicable agreements.

3. Nature of Relationship

Clients, partners, and contractors acknowledge that:

• The Pinguino Group does not act as an employer of record unless explicitly agreed in writing.

• Independent contractors remain independent and are responsible for their own tax, labor, and regulatory obligations.

• No partnership, agency, or employment relationship is created by these T&C unless expressly documented.

4. Payments, Fees & Treasury Operations

Fees for services are determined by the applicable engagement, pricing schedule, or service description.

• Invoices may be issued where applicable, depending on the nature of the service.

• Certain services are governed by accepted Terms & Conditions rather than individual contracts or per-engagement invoices.

Intercompany & Joint Venture Transfers

Transfers between affiliated or collaborating entities within the Pinguino Group, including those conducted under joint venture or intercompany agreements, may represent operational funding, cost allocation, or centralized treasury management.

Such intercompany transfers are not invoiced on a per-transaction basis and are governed by the applicable joint venture or intercompany agreement.

Funds may be routed through regulated third-party payment service providers or financial intermediaries for operational efficiency.

5. Third-Party Payment Providers

The Pinguino Group may utilize third-party payment platforms, wallets, banks, or intermediaries to facilitate cross-border payments and fund disbursement.

The Pinguino Group is not a bank, deposit-taking institution, or issuer of electronic money unless explicitly stated. Funds processed are handled in accordance with mandate-based or contractual instructions.

6. Compliance & Lawful Use

Users and counterparties agree to:

• Use services solely for lawful commercial purposes

• Comply with applicable anti-money laundering (AML), counter-terrorism financing (CTF), tax, and regulatory requirements

• Provide accurate and complete information when requested

The Pinguino Group reserves the right to suspend or terminate services where misuse, illegality, or regulatory risk is identified.

7. Confidentiality & Data Protection

All parties agree to maintain the confidentiality of non-public business, financial, or operational information obtained through the relationship.

Personal data, where applicable, is handled in accordance with applicable data protection laws and the relevant privacy policies.

8. Limitation of Liability

To the maximum extent permitted by law, the Pinguino Group shall not be liable for indirect, incidental, consequential, or punitive damages arising from the use of services.

Liability, where applicable, shall be limited to fees paid for the specific service giving rise to the claim.

9. Governing Law & Dispute Resolution

These Terms & Conditions are governed by the laws of the jurisdiction applicable to the entity providing the services, unless otherwise agreed.

Disputes shall be resolved amicably where possible and otherwise submitted to arbitration or competent courts as determined by the applicable agreement.

10. Modifications

The Pinguino Group may update these Terms & Conditions periodically. Continued use of services constitutes acceptance of updated terms.

11. Contact

For questions regarding these Terms & Conditions, please contact the relevant Pinguino Group entity through the official website, pinguinobpo.com, or designated communication channels.