1. Acceptance of Terms
By accessing or using Open Americas — including openamericas.com, wholesale.openamericas.com, logistics.openamericas.com, or any related mobile experience, API, or service (collectively, the “Platform”) — you agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference.
If you are using the Platform on behalf of a business, organization, or other legal entity, you represent that you have the legal authority to bind that entity to these Terms, and “you” refers to both you individually and that entity. If you do not have such authority, or do not agree to these Terms, do not use the Platform.
3. Eligibility
To use the Platform, you must meet all of the following requirements:
·Be at least 18 years of age, or the age of legal majority in your jurisdiction if higher
·Have the legal capacity to enter into a binding contract under the laws of your country
·If registering on behalf of a legal entity, have authority to bind that entity contractually
·Not be a person or entity named on the OFAC Specially Designated Nationals (SDN) List, OFAC Consolidated Sanctions List, UN Security Council 1267/1989 consolidated sanctions list, EU sanctions lists, or any applicable national sanctions list
·Not be located in or acting on behalf of anyone located in a comprehensively sanctioned country or territory (currently: Cuba, Iran, North Korea, Syria, Russia in restricted categories, and any territory subject to comprehensive US sanctions)
·Not have been previously suspended or permanently banned from the Platform
We reserve the right to deny access to any person or entity at our sole discretion, including in response to regulatory requirements or risk assessments.
4. Account Registration & Security
·You must provide accurate, current, and complete information when creating an account and must keep this information up to date.
·One account per person or legal entity. Creating duplicate or sock-puppet accounts is prohibited.
·You are solely responsible for all activity that occurs under your account, whether or not authorized by you.
·You must maintain the confidentiality of your account credentials. Do not share your password with anyone.
·Notify us immediately at security@openamericas.com if you suspect unauthorized access to your account.
·Open Americas is not liable for any loss or damage arising from your failure to protect your account credentials.
·Account access is non-transferable. You may not transfer, sell, or assign your account to any other person.
5. User Roles
The Platform supports the following account types, each with distinct permissions and obligations:
·Buyer: Purchases goods from sellers on the Platform. Must complete identity verification. Access to buyer dashboard, order placement, escrow, and dispute tools.
·Seller: Lists products and fulfills orders. Must complete full business KYC. Access to seller dashboard, product management, order management, and payout tools.
·Trade Coordinator: Employed by Open Americas to facilitate and monitor transactions, resolve disputes, and support buyers and sellers.
·Service Partner: Third-party service providers (e.g., customs brokers, logistics partners, inspection agencies) approved to offer services through the Platform. Subject to separate partner agreements.
6. KYC & Identity Verification
Open Americas is required by applicable law to verify the identity of users. Participation in the Platform is conditioned on successfully completing identity verification.
·Buyer KYC: Individual buyers must complete identity verification via Stripe Identity, which may require submitting a government-issued photo ID and a facial scan.
·Seller & Partner KYC: Sellers and service partners must complete business KYC via Truora or equivalent, including: company registration documents, tax identification, beneficial ownership disclosure, and export license documentation where applicable.
·Ongoing Compliance: We may request updated KYC documentation at any time, including in response to regulatory changes, unusual transaction patterns, or as part of periodic reviews.
·Accuracy: You represent and warrant that all information submitted for KYC purposes is true, accurate, current, and complete. Submitting false or misleading KYC information is a material breach of these Terms and may be referred to law enforcement.
·AML Screening: We screen all users against OFAC SDN lists, UN sanctions lists, and other applicable sanctions and watchlists as part of KYC and on an ongoing basis.
7. Seller Obligations
As a seller on the Platform, you agree to the following:
·Provide accurate, complete, and non-misleading product listings, including title, description, images, pricing, minimum order quantities (MOQs), country of origin, and HS code.
·Only list products you own, have the right to sell, and that are legal to export from your country and legal to import into all destination countries where you accept orders.
·Fulfill all confirmed orders on time, with the product quality, specifications, and quantity represented in your listing.
·Maintain all required export licenses, business registrations, tax authorizations, and product certifications in your jurisdiction, and provide copies to Open Americas upon request.
·Accurately declare the value, country of origin, and description of goods on all customs documentation. Falsifying customs documents is a violation of these Terms and applicable law.
·Respond to buyer inquiries through the platform within 48 hours and provide tracking information within 24 hours of shipment.
·Comply with all applicable laws of your country of origin, including labor, environmental, product safety, and anti-corruption laws.
·Not list or sell the same item to a Platform buyer through an off-platform channel for a lower price during an active Platform transaction (anti-circumvention).
·Immediately notify Open Americas if you become aware that any active listing is subject to a recall, export ban, or import restriction in any destination country.
·Maintain adequate product liability insurance appropriate to the nature of goods sold.
8. Buyer Obligations
·Pay for all confirmed orders promptly using the Platform's escrow payment system. Attempting to pay outside the Platform to circumvent escrow fees is prohibited.
·Provide an accurate, complete, and deliverable shipping address and any required import documentation (import permit, importer of record identification, VAT/GST registration as required by your country).
·Comply with all applicable import laws, regulations, and customs requirements in your destination country, including payment of all applicable duties, taxes, and fees.
·Confirm or dispute delivery honestly within the 48-hour window after the Platform marks an order as delivered. See Section 15 for dispute procedures.
·Not file false, frivolous, or abusive disputes. Abuse of the dispute system may result in immediate account suspension.
·Understand that Open Americas' landed cost estimates (provided by Zonos) are estimates only. Actual duties, taxes, and customs charges may vary. You are responsible for any actual import costs.
·Not attempt to procure controlled, restricted, or prohibited goods in violation of any applicable law.
·Obtain any required import licenses or permits before placing an order for goods that require them in your destination country.
9. Trade Coordinator & Service Partner Obligations
Trade coordinators and service partners (including customs brokers, logistics providers, and inspection agencies) must comply with all applicable professional licensing and regulatory requirements in each jurisdiction where they provide services. Service partners are subject to additional terms set out in their individual Partner Agreements, which are incorporated by reference. Service partners may not use the Platform to engage in unauthorized financial services, provide false documentation, or facilitate transactions that violate these Terms or applicable law.
10. Prohibited Goods & Services
The following goods, services, and categories are strictly prohibited on the Platform. This list is not exhaustive — we reserve the right to remove any listing that we determine in our sole judgment to be illegal, harmful, or inconsistent with the purpose of the Platform.
✕Weapons, firearms, ammunition, explosives, and military equipment — including components, accessories, and related technologies
✕Items subject to ITAR (International Traffic in Arms Regulations) — including defense articles, defense services, and technical data controlled under the US Munitions List
✕Controlled substances, narcotics, illicit drugs, and precursor chemicals regulated under the DEA (US), COFEPRIS (Mexico), ANMAT (Argentina), INVIMA (Colombia), ANVISA (Brazil), or equivalent authorities
✕Counterfeit goods — products that infringe trademarks, copyrights, patents, or other intellectual property rights
✕Products derived from species listed on CITES Appendix I; Appendix II or III products require valid CITES export and import permits uploaded to the Platform before sale
✕Child sexual abuse material (CSAM) — zero tolerance; all instances will be reported to the National Center for Missing & Exploited Children (NCMEC) and law enforcement
✕Products or services facilitating human trafficking, forced labor, or exploitation
✕Goods designated as sanctioned by OFAC, the UN Security Council, the EU, or applicable national sanctions programs
✕Stolen goods or goods obtained through fraud
✕Hazardous materials (HAZMAT) not properly classified, labeled, and permitted for cross-border shipment under IATA, IMDG, DOT, or equivalent regulations
✕Prescription pharmaceuticals and medical devices without the required regulatory approvals (FDA, COFEPRIS, ANMAT, ANVISA, INVIMA, or equivalent) in origin and destination countries
✕Radioactive materials, biological agents, and chemical weapons or precursors
✕Products subject to active recalls in any destination country
✕Gambling services, lotteries, and chance-based games
✕Financial products, credit instruments, or money services (subject to separate regulatory requirements not covered by this Platform)
✕Any item whose export from the country of origin or import into the destination country is prohibited by applicable law, and for which no valid license is held
Listing or attempting to transact in prohibited items will result in immediate account suspension, forfeiture of any funds in escrow, and may be reported to relevant authorities including OFAC, DHS, US Customs and Border Protection, and equivalent agencies in the applicable jurisdiction.
11. Prohibited Conduct
In addition to prohibited goods, the following conduct is prohibited:
✕Circumventing the escrow system or soliciting off-platform payment (including wire transfer, cryptocurrency, or cash) for goods that should be processed through Platform escrow
✕Creating accounts under false identities or on behalf of sanctioned persons
✕Using the Platform to launder money, finance terrorism, or evade taxes or customs duties
✕Accessing or attempting to access another user's account without authorization
✕Reverse engineering, decompiling, or attempting to extract the source code of the Platform
✕Scraping, crawling, or automated data collection without written permission from Open Americas
✕Introducing malware, viruses, or other harmful code into the Platform
✕Interfering with or disrupting the integrity or performance of the Platform or its underlying infrastructure
✕Posting false or misleading product information, pricing, or business credentials
✕Harassing, threatening, or abusing other users through the Platform's communication tools
✕Using the Platform to violate any applicable law, regulation, or third-party rights
✕Circumventing account suspensions or bans by creating new accounts
12. Fees & Pricing
First $1,000 cumulative GMV per seller account0% — free
All transactions after $1,000 cumulative GMV7% flat
Product listing feesNone
Subscription feesNone
Freight, customs duties & import taxesPassed through at cost
Platform fees are calculated on the gross product value (excluding freight, duties, and taxes) and are automatically deducted from the escrow balance before seller payout.
Freight, customs duties, import taxes, and any other third-party charges are passed through at actual cost without markup by Open Americas. Estimates provided at checkout are non-binding; actual charges may vary.
International payout fees charged by Stripe Connect (wire transfer fees, currency conversion) are the responsibility of the seller and will be disclosed in the payout flow.
Open Americas reserves the right to modify its fee structure upon 30 days’ written notice to affected sellers. Your continued use of the Platform after the notice period constitutes acceptance of the revised fees.
13. Escrow & Payment Flow
All payments on the Platform are processed through Stripe, a licensed payment processor and money transmitter. Open Americas is not a bank, payment processor, or money services business.
·Order Placement: When a buyer places an order, payment is captured and held by Stripe in an escrow-equivalent payment hold. Funds are not disbursed to the seller until release conditions are met.
·Platform Fee Deduction: Upon escrow release, Open Americas' platform fee (if applicable) is deducted from the held amount. The net amount is disbursed to the seller's Stripe Connect account.
·Currency: All transactions are denominated in USD unless otherwise explicitly specified on the Platform. See Section 29 for currency and FX risk.
·Payout Timing: Payouts to seller accounts are processed by Stripe subject to Stripe's standard payout schedule. Open Americas does not control Stripe's payout timing after funds are released.
·Escrow Protection: The escrow structure protects buyers by ensuring payment is only released upon confirmed delivery, and protects sellers by ensuring committed buyer funds before shipment.
14. Delivery Confirmation & Escrow Release
Escrow is released to the seller under the following conditions:
·The buyer explicitly confirms delivery through the Platform's confirmation tool within the 48-hour review window, or
·5 business days have elapsed after the Platform marks the order as delivered and no dispute has been filed by the buyer.
If a dispute is filed within the 48-hour window, funds remain held until the dispute is resolved per Section 15. If an order is cancelled before shipment, the buyer receives a full refund to their original payment method within 5–10 business days, subject to Stripe’s processing times.
15. Disputes
Buyers have 48 hours from the time the Platform marks an order as delivered to file a dispute. After this window closes, escrow is automatically released to the seller and no dispute can be filed.
·Filing a Dispute: Disputes must be filed through the Platform's dispute tool. Required: a written description of the issue, photographic or video evidence, and any relevant supporting documents (tracking records, communications).
·Investigation: Open Americas Trade Coordinators will review all submitted evidence, may request additional information from either party, and will issue a decision within 5 business days of the dispute being filed.
·Remedies: Possible outcomes include: full refund to buyer, partial refund (for partial non-conformance), escrow release to seller (if dispute is found to lack merit), or a split determination.
·Finality: Platform dispute decisions are final and binding for escrow purposes. Both parties agree to accept the outcome as a condition of using the escrow system. Platform dispute decisions do not waive either party's right to pursue separate legal remedies.
·Abuse: Filing false, exaggerated, or bad-faith disputes is a material breach of these Terms. Accounts found to abuse the dispute system will be suspended and may have outstanding payouts withheld.
16. Cancellations & Returns
·Before Seller Acceptance: Buyers may cancel any order before the seller confirms acceptance. Full refund to original payment method.
·After Acceptance, Before Shipment: Cancellations are subject to the seller's cancellation policy, which must be disclosed in the product listing. We recommend reviewing cancellation terms before placing custom or MOQ orders.
·After Shipment: Orders cannot be cancelled after shipment. Buyers must use the dispute process (Section 15) for quality, non-conformance, or damage issues.
·Custom & Bespoke Orders: Sellers may designate orders as non-cancellable after acceptance (e.g., made-to-order, custom manufacturing). Such designations must be clearly stated in the listing before the buyer places the order.
·Platform-Initiated Cancellations: Open Americas may cancel any order if it determines that the transaction violates these Terms, is subject to sanctions, involves prohibited goods, or poses an unacceptable fraud or regulatory risk. In such cases, buyers will receive a full refund.
·Return Policy: Return policies are set by individual sellers and must be disclosed in product listings. Open Americas does not maintain a universal return policy. Sellers must comply with any mandatory return rights required by the buyer's jurisdiction.
17. International Trade Compliance
Open Americas facilitates cross-border commerce. All users are solely responsible for complying with applicable international trade laws. Failure to comply may result in immediate account suspension, forfeiture of funds, and referral to government authorities.
17a. US Export Controls (EAR & ITAR)
·US-based sellers must comply with the Export Administration Regulations (EAR) administered by the Bureau of Industry and Security (BIS). Sellers must determine the Export Control Classification Number (ECCN) for their products and obtain any required export licenses.
·Items controlled under the International Traffic in Arms Regulations (ITAR) — including items on the US Munitions List — are strictly prohibited on the Platform.
·US sellers must not export EAR-controlled items to prohibited end-users, prohibited end-uses, or countries subject to US arms embargoes.
·Sellers shipping from non-US origins must comply with their own country's export control regulations.
17b. Sanctions Compliance (OFAC & International)
·No user may transact through the Platform with any person or entity on the OFAC SDN List, OFAC Consolidated Sanctions List, UN Security Council sanctions lists, or applicable national sanctions lists.
·Open Americas screens users and transactions against applicable sanctions lists. Transactions involving sanctioned parties will be blocked without notice and may be reported to OFAC or other authorities.
·Users are prohibited from facilitating transactions on behalf of, or for the benefit of, sanctioned persons or entities, even if the direct transaction party appears unsanctioned.
17c. Customs & Import Compliance
·Buyers are the importer of record for all goods they purchase and are solely responsible for import duties, taxes, customs clearance, and compliance with destination-country import regulations.
·Sellers must provide accurate country-of-origin declarations and Harmonized System (HS) codes. Deliberate misclassification of goods to reduce duties is customs fraud — a federal crime in the US and an offense in all Platform countries.
·Goods requiring import licenses in the destination country (e.g., agricultural products, pharmaceuticals, certain electronics) are the buyer's responsibility to obtain before placing an order.
·Sellers shipping from Mexico must comply with applicable ANAM (Agencia Nacional de Aduanas de México) export requirements. Sellers shipping from Brazil must comply with Receita Federal export requirements. Equivalent requirements apply in all origin countries.
·Landed cost estimates provided by Zonos are calculated estimates only. Open Americas is not liable for the accuracy of duty and tax calculations or for any underpayment assessed by customs authorities.
17d. CITES & Endangered Species
·Trade in products derived from species listed on CITES Appendix I is prohibited.
·Trade in products derived from CITES Appendix II or III species requires valid CITES export and import permits from the relevant national CITES Management Authority. Permits must be uploaded to the Platform listing before any sale.
·Buyers are responsible for verifying that they can legally import CITES-protected products into their country.
17e. Trade Agreement Utilization
Open Americas facilitates transactions across trade corridors covered by USMCA, CAFTA-DR, the Pacific Alliance, and other applicable trade agreements. Preferential duty treatment under these agreements requires valid Certificates of Origin. Sellers wishing to enable buyers to claim preferential tariff treatment must prepare and provide accurate Certificates of Origin as required by the applicable trade agreement. Open Americas does not prepare Certificates of Origin on behalf of users.
18. Anti-Money Laundering & Financial Crimes Compliance
Open Americas maintains a compliance program consistent with applicable anti-money laundering and anti-financial crime laws, including the US Bank Secrecy Act (BSA) and FinCEN regulations.
·We implement a Customer Identification Program (CIP) and Customer Due Diligence (CDD) procedures for all users.
·We screen users against Politically Exposed Person (PEP) databases and apply Enhanced Due Diligence (EDD) for high-risk users or transactions.
·We monitor transactions for unusual patterns that may indicate money laundering, terrorist financing, trade-based financial crime, or tax evasion.
·As required by applicable law, we may file Suspicious Activity Reports (SARs) with FinCEN or equivalent authorities. We are legally prohibited from disclosing to you that a SAR has been filed regarding your account.
·Structuring transactions to avoid reporting thresholds, layering funds through multiple accounts, or using the Platform to conceal the proceeds of crime is prohibited and is a federal offense.
·Sellers must not use the Platform to artificially inflate transaction values, create fictitious transactions, or otherwise misrepresent the economic substance of trade.
·We cooperate fully with government and law enforcement investigations related to financial crimes.
19. Intellectual Property
Platform IP: The Open Americas platform, including its software, design, code, trademarks, logos, trade names, and all content created by Open Americas, is owned by or licensed to Open Americas Inc. and is protected by US and international copyright, trademark, and other intellectual property laws. You may not copy, reproduce, distribute, modify, or create derivative works of Platform IP without prior written consent.
Trademark:“Open Americas” and related logos are trademarks of Open Americas Inc. You may not use our trademarks without our prior written consent, except as permitted in our brand guidelines.
DMCA / IP Infringement: We respect intellectual property rights and expect users to do the same. If you believe that content on the Platform infringes your copyright or trademark, please submit a notice to legal@openamericas.com with: (a) identification of the work claimed to be infringed, (b) identification of the infringing material and its location, (c) your contact information, (d) a statement of good-faith belief, and (e) your signature under penalty of perjury. We will process valid DMCA notices in accordance with 17 U.S.C. § 512.
Repeat Infringers: We will terminate accounts of users who repeatedly infringe intellectual property rights.
20. User Content & License
You retain all intellectual property rights in the content you upload to the Platform (product images, descriptions, business documents, communications).
By posting content on the Platform, you grant Open Americas a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, create derivative works of, display, and transmit that content solely to the extent necessary to operate, improve, and promote the Platform, and to fulfill our legal and compliance obligations.
You represent and warrant that: (a) you own or have the right to license all content you post; (b) your content does not infringe any third party’s intellectual property, privacy, or other rights; (c) your content is accurate and not misleading; and (d) your content complies with these Terms and all applicable law.
We may remove any content that violates these Terms or applicable law without notice.
21. Third-Party Services
The Platform integrates third-party services including Stripe, Truora, Resend, Twilio, Pusher, Zonos, and others. Your use of these services is governed by their respective terms and privacy policies. Open Americas is not responsible for the availability, accuracy, or practices of third-party services. Links to external websites are provided for convenience only and do not constitute endorsement by Open Americas.
22. Communications
By creating an account, you consent to receive transactional communications from Open Americas via email, in-platform notifications, WhatsApp, and SMS related to your account, orders, disputes, security alerts, and platform updates. These transactional communications are essential to the service and cannot be opted out of while your account remains active.
Marketing communications are optional and governed by your preferences and the applicable consent framework for your jurisdiction (see Privacy Policy Section 14). You can manage your communication preferences in your account settings or by contacting privacy@openamericas.com.
23. Disclaimer of Warranties
To the fullest extent permitted by applicable law:
·THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION.
·Open Americas does not warrant the accuracy, completeness, or reliability of any product description, image, pricing, customs duty estimate, trade data, or other information provided by sellers or third-party service providers on the Platform.
·Open Americas does not warrant that goods purchased on the Platform will be genuine, safe, compliant with destination-country regulations, or fit for their intended purpose. Buyers transact with sellers directly and bear the risk of product quality.
·Open Americas does not warrant that the Platform will be available at any particular time, that data will not be lost, or that the Platform will be free from security vulnerabilities or unauthorized access.
·Open Americas is not responsible for the actions, omissions, representations, or warranties of buyers, sellers, logistics providers, or any other third parties.
Some jurisdictions do not allow exclusion of implied warranties. If you reside in such a jurisdiction, some of the above exclusions may not apply to you to the extent required by local consumer protection law.
24. Limitation of Liability
To the fullest extent permitted by applicable law:
·Open Americas and its officers, directors, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to: lost profits, lost revenue, lost data, damage to goodwill, or business interruption — even if advised of the possibility of such damages.
·Open Americas' total cumulative liability to you for all claims arising out of or relating to these Terms or your use of the Platform shall not exceed the greater of: (a) the total fees paid by you to Open Americas in the 12 months preceding the claim, or (b) USD $500.
·Open Americas is not liable for: (i) product quality disputes between buyers and sellers; (ii) customs delays, seizures, or duty assessments; (iii) FX losses; (iv) logistics provider failures; (v) force majeure events (see Section 26); or (vi) inaccurate duty estimates.
·These limitations apply regardless of the theory of liability (contract, tort, strict liability, or otherwise).
Nothing in these Terms limits Open Americas’ liability for: (i) fraud or fraudulent misrepresentation; (ii) death or personal injury caused by our negligence; or (iii) any liability that cannot be excluded or limited under applicable law.
25. Indemnification
You agree to indemnify, defend, and hold harmless Open Americas Inc. and its officers, directors, employees, agents, licensors, and successors from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
·Your violation of these Terms or any applicable law or regulation
·Your user content (product listings, images, descriptions, communications)
·Your transactions with counterparties, including product liability claims, customs violations, or trade compliance failures
·Infringement of any third party's intellectual property, privacy, or other rights by you
·Your use of the Platform or services in violation of applicable law
·Any claim by a government authority related to your export or import activities
·Any sanctions violation you cause or facilitate through the Platform
Open Americas reserves the right to assume exclusive control of any matter subject to indemnification at our expense. You agree to cooperate with our defense of such claims. This indemnification obligation survives termination of your account.
26. Force Majeure
Neither Open Americas nor any user shall be liable for delay or failure to perform obligations under these Terms to the extent caused by circumstances beyond that party’s reasonable control, including but not limited to:
·Natural disasters (earthquakes, floods, hurricanes, wildfires)
·Pandemics, epidemics, and government-mandated public health measures (including quarantines and border closures)
·Acts of war, terrorism, civil unrest, or government action (including trade embargoes, sanctions, seizures)
·Strikes, labor disputes, or port congestion
·Supply chain disruptions, carrier failures, or customs authority delays
·Cyberattacks on critical infrastructure (including payment processors, cloud providers, or internet backbone)
·Government-imposed technology or communications restrictions
·Utility or power failures affecting Platform infrastructure
The affected party must give prompt written notice and use commercially reasonable efforts to mitigate the impact. Force majeure does not excuse payment obligations that were incurred prior to the force majeure event. If a force majeure event continues for more than 90 days, either party may terminate affected orders without penalty.
27. Term & Termination
These Terms remain in effect for as long as you maintain an account or use the Platform.
·Termination by You: You may close your account at any time through account settings or by emailing support@openamericas.com. Pending orders and open escrow balances must be resolved before account closure.
·Termination by Open Americas for Cause: We may suspend or permanently terminate your account immediately, without notice, for: (a) material breach of these Terms; (b) violation of any applicable law; (c) fraud, abuse, or misrepresentation; (d) sanctions or KYC failure; (e) repeated IP infringement; or (f) risk of harm to the Platform, other users, or third parties.
·Termination by Open Americas for Convenience: We may terminate the Platform or your account with 30 days' notice without cause. In such cases, we will facilitate resolution of any pending orders and return any applicable escrowed funds.
·Effect of Termination: Upon termination: (a) your access to the Platform ceases; (b) outstanding orders will be processed or refunded; (c) obligations that survive termination (indemnification, limitation of liability, governing law, arbitration, taxes) remain in full force.
·Account Data on Closure: Following account closure, we retain data per the retention schedule in our Privacy Policy Section 7.
28. Taxes
·Each user is solely responsible for determining and paying all taxes, duties, levies, and contributions applicable to their transactions, including but not limited to: income tax, VAT/IVA/GST/ICMS, sales tax, import duties, customs fees, and any withholding taxes.
·Sellers are responsible for issuing legally required invoices in their jurisdiction — including CFDI 4.0 in Mexico, NFS-e or NF-e in Brazil, and equivalent documents in other countries.
·Open Americas may be required by applicable law to collect and remit sales tax, VAT, or similar transaction taxes in jurisdictions where Open Americas is classified as a marketplace facilitator or deemed seller. Where we do so, the amount will be disclosed at checkout.
·Cross-border tax treatment varies by product category, country pair, and applicable tax treaties. Users should consult a qualified tax advisor regarding the tax implications of cross-border trade.
·Open Americas may be required to report transaction information to tax authorities (including IRS Form 1099-K in the US for qualifying sellers, and equivalent reports to SAT, Receita Federal, DIAN, and similar authorities) in compliance with applicable tax reporting obligations.
·We are not responsible for any taxes owed by users to their national or local tax authorities as a result of Platform transactions.
29. Currency & Foreign Exchange Risk
All Platform transactions are denominated in US Dollars (USD) by default unless otherwise explicitly indicated. You acknowledge and accept the following:
·Open Americas is not a currency dealer or foreign exchange provider and does not assume responsibility for currency conversion.
·Sellers who receive payouts in a currency other than USD (where supported by Stripe Connect) bear all foreign exchange conversion risk and fees.
·Buyers paying from accounts denominated in non-USD currencies will incur conversion fees charged by their payment provider. These fees are not controlled by Open Americas.
·Exchange rate fluctuations between order placement and payout disbursement are the responsibility of the seller.
·Open Americas is not liable for any losses resulting from currency fluctuation, unfavorable exchange rates, or conversion fees.
30. Governing Law
These Terms are 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.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded from these Terms. The choice of Delaware law does not deprive users in jurisdictions with mandatory consumer protection laws of protections they cannot waive by contract — see Section 33.
31. Dispute Resolution & Binding Arbitration
Important: This section requires individual arbitration for most disputes and waives your right to a jury trial. Read this section carefully. You have 30 days to opt out — see below.
·Informal Resolution First: Before initiating arbitration, you must give us written notice of the dispute (email to legal@openamericas.com), describe the issue in reasonable detail, and give us 30 days to resolve it informally. We will contact you at the email on file for your account to attempt resolution.
·Binding Arbitration: If informal resolution fails, all disputes, claims, or controversies arising out of or relating to these Terms, the Platform, or your relationship with Open Americas shall be resolved by binding individual arbitration, not in court, except as stated below.
·Rules & Administrator: Arbitration will be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (for individual users) or Commercial Arbitration Rules (for business users). Rules are available at adr.org.
·Seat & Language: The seat of arbitration is Wilmington, Delaware, USA. Proceedings shall be conducted in English.
·Arbitrator: One arbitrator for claims under $500,000 USD; three arbitrators for claims of $500,000 or more. The arbitrator(s) shall apply Delaware law.
·Small Claims: Either party may bring an individual claim in small claims court (or the equivalent in your jurisdiction) for disputes within that court's jurisdictional limits without first pursuing arbitration.
·Emergency Relief: Either party may seek emergency injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm pending arbitration.
·Costs: Filing fees are allocated per AAA rules. Open Americas will pay arbitration costs for consumers who cannot afford them. The prevailing party in commercial disputes may seek recovery of reasonable attorneys' fees from the arbitrator.
·Opt-Out: You may opt out of this arbitration agreement within 30 days of creating your account by emailing legal@openamericas.com with subject line "Arbitration Opt-Out" and your name and account email. Opting out does not affect other terms.
·Survivability: This Section 31 survives account termination.
32. Class Action & Jury Trial Waiver
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND OPEN AMERICAS EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION, CLASS ARBITRATION, COLLECTIVE ACTION, CONSOLIDATED ARBITRATION, OR REPRESENTATIVE ACTION OR PROCEEDING.
All disputes must be resolved on an individual basis. The arbitrator has no authority to consolidate claims or conduct a class arbitration. This waiver is a material inducement for Open Americas to provide the Platform. If a court or arbitrator finds this class action waiver unenforceable, then the entire arbitration agreement in Section 31 will be void, and the dispute will be resolved in state or federal courts located in Delaware, to which you consent to personal jurisdiction.
33. International Users & Consumer Rights
Open Americas serves users across 12 countries. Certain jurisdictions have mandatory consumer protection laws that cannot be waived by contract. Nothing in these Terms reduces or removes rights that cannot lawfully be excluded, including:
·Brazil: Consumers have rights under the Código de Defesa do Consumidor (CDC), including the right to clear information, the right to withdraw from a distance contract within 7 days of receipt, and statutory warranties. These rights are not affected by these Terms.
·Mexico: Consumers have rights under the Ley Federal de Protección al Consumidor (LFPC) and can file complaints with PROFECO. Mandatory provisions of Mexican consumer law apply to consumer transactions.
·Colombia: Consumers have rights under the Estatuto del Consumidor (Ley 1480 de 2011), including reversal of payment for unauthorized electronic transactions.
·Chile: Consumers have rights under the Ley del Consumidor (Ley 19.496) and may file complaints with SERNAC.
·Canada: Provincial consumer protection laws apply (e.g., Ontario CPA, BCPA). Consumers may have mandatory rights to refunds, cancellations, and clear disclosures.
·EU / EEA: Mandatory EU consumer rights under the Consumer Rights Directive and other EU consumer legislation are not affected by these Terms.
Nothing in these Terms limits our liability for death or personal injury caused by our negligence, fraud, or fraudulent misrepresentation, or any other liability that cannot be excluded under applicable law.
34. API Terms
Access to the Open Americas B2B API (“API”) is subject to these Terms plus any additional terms in the B2B API Agreement provided at time of API key issuance. In addition:
·API keys are confidential. You must revoke and reissue any key that is or may have been compromised.
·You must comply with all rate limits and usage policies. Excessive or abusive API usage may result in rate limiting or API key revocation without notice.
·You may not use the API to scrape, bulk-export, or systematically collect Platform data for competitive intelligence or redistribution.
·You may not use the API to create a competing marketplace or to facilitate transactions outside the Platform.
·All API transactions are subject to the same KYC, escrow, trade compliance, and AML requirements as transactions made through the UI.
·Open Americas may modify or discontinue API endpoints with 30 days' notice where commercially reasonable, and immediately where required by law or security concerns.
35. Modifications to These Terms
We may update these Terms to reflect changes in our business, the Platform, or applicable law. For material changes, we will provide at least 30 days’ prior notice via email or an in-platform notification. For non-material clarifications, we will post the updated Terms and revise the effective date at the top. Continued use of the Platform after the notice period constitutes acceptance of the updated Terms. If you do not agree to updated Terms, you must close your account before the effective date of the changes.
36. General Provisions
·Entire Agreement: These Terms, together with our Privacy Policy, any Partner Agreements, and the B2B API Agreement (where applicable), constitute the entire agreement between you and Open Americas regarding the Platform and supersede all prior and contemporaneous agreements, representations, or understandings.
·Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable.
·No Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. A waiver is only effective if made in writing and signed by an authorized representative of Open Americas.
·Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, sale of all or substantially all of our assets, or by operation of law. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.
·No Third-Party Beneficiaries: These Terms do not create any third-party beneficiary rights except as expressly stated.
·Headings: Section headings are for convenience only and shall not affect interpretation of these Terms.
·Relationship of Parties: Nothing in these Terms creates a partnership, joint venture, employment, franchise, or agency relationship between you and Open Americas. Open Americas is an independent contractor.
·Notices: Legal notices to Open Americas must be sent to legal@openamericas.com. We may send legal notices to the email address on file for your account. Notice is deemed given when sent.
·Language: These Terms are written in English. In the event of a conflict between an English version and a translated version, the English version controls, except where applicable law requires otherwise.