Terms and conditions

Updated on February 1, 2025

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These Terms and Conditions (the “Terms”) constitute a legally binding agreement between you and Caliza Instituição de Pagamento Ltda. a company duly organized and validly existing pursuant to the laws of Brazil, headquartered in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Luis Antônio, No. 300, 10th floor, suite 104, Bela Vista, ZIP Code 01318-903, enrolled with the CNPJ/MF under No. 44.118.828/0001-14 (“Caliza Brasil”). Caliza Brasil is wholly owned by Caliza US, which is registered as a Money Services Business (NMLS# 31000289002876 with the United States Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”). Accordingly, your use of the Services is subject to Caliza US’s anti-money laundering and sanctions programs.

These Terms, along with the policies established by Caliza Brasil, including but not limited to the Privacy Policy, set out the basis on which we agree to make available the Services, which are accessible through an application (whether desktop or mobile) made available to you (the “Platform”) by [Integrator], a company duly organized and validly existing in accordance with the laws of [●], with its headquarters at [●], Zip Code [●] (“Integrator”).

You will be required to accept these Terms when using the Services, with the intermediation of the Integrator. Your use of the Platform, and the Integrator’s use of your data, is governed by separate terms between you and the Integrator. Caliza Brasil is not responsible for the Platform or the acts or omissions of the Integrator and does not guarantee that the Platform will remain available or compatible with the Services.

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1. INTERPRETATION
   • For the purposes of these Terms: (i) any reference to "we", "us", "our" and/or similar terms shall be construed as reference to Caliza Brasil; and (ii) any reference to “End User”, "you", "your", and/or similar terms shall be construed as reference to you.
2. BINDING EFFECT
   • THESE TERMS CONSIST OF AN AGREEMENT, AND THEREFORE OF A LEGAL CONTRACT BETWEEN YOU AND CALIZA BRASIL WITH BINDING OBLIGATIONS TO ALL PARTIES UNDER BRAZILIAN LAW, ESPECIALLY THOSE SETH FORTH IN THE CONSUMER DEFENSE CODE (LAW NO. 8,078, OF SEPTEMBER 11, 1990, AS AMENDED AND REGULATED FROM TIME TO TIME). YOU SHOULD TREAT IT AS ANY OTHER LEGAL CONTRACT BY READING ITS PROVISIONS CAREFULLY, AS THEY WILL AFFECT YOUR LEGAL RIGHTS. BY USING THE SERVICES IN ANY MANNER, YOU ARE DEEMED TO HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY ALL OF THE TERMS CONTAINED IN THIS AGREEMENT, EXCEPT AS OTHERWISE EXPLICITLY INDICATED. IF YOU DO NOT AGREE WITH ALL OF THE TERMS CONTAINED HEREIN, YOU MUST NOTIFY THE INTEGRATOR IMMEDIATELY, WHICH IN ITS TURN WILL NOTIFY CALIZA BRASIL, AND YOU SHALL CEASE ALL ACCESS AND USE OF THE SERVICES, AND CALIZA BRASIL AND/OR ITS AFFILIATES, AS THE CASE MAY BE, WILL RETURN ANY PROPERTY TO YOU THAT WE ARE HOLDING AS CUSTODIAN. NOTHING IN THESE TERMS IS INTENDED TO CREATE ANY ENFORCEMENT RIGHTS BY THIRD PARTIES. CALIZA BRASIL DOES NOT PROVIDE, IN ANY CIRCUMSTANCE, ANY FINANCIAL, INVESTMENT, BUSINESS OR TAX ADVICE AND ENCOURAGES YOU TO CONDUCT YOUR OWN ANALYSIS IN CONJUNCTION WITH YOUR RESPECTIVE PROFESSIONAL ADVISORS.
   • BY USING THE SERVICES, YOU AUTOMATICALLY AGREE TO ALL THE RULES MENTIONED HEREIN, BEING FULLY RESPONSIBLE FOR ANY AND ALL ACTS PERFORMED BY YOU IN CONNECTION WITH THE SERVICES. YOU MAY NOT DEROGATE FROM THESE TERMS, ALLEGING IGNORANCE OF ITS RULES, INCLUDING ANY AMENDMENTS IN ITS PROVISIONS.
   • THESE TERMS MAY BE MODIFIED, CHANGED OR UPDATED BY US FROM TIME TO TIME. IN THE EVENT ANY CHANGES OR UPDATES TO THESE TERMS ARE MADE, THE INTEGRATOR WILL NOTIFY YOU IN ADVANCE OF SUCH CHANGES THROUGH THE PLATFORM, DETAILING THE CHANGES MADE AND THE DATE OF ENTRY INTO FORCE. ALL CHANGES TO THESE TERMS WILL BE CONSIDERED TACITLY ACCEPTED WHEN THE END USER CONTINUES TO USE THE SERVICES AFTER SAID CHANGES COME INTO FORCE, AND IF THERE IS NO DISAGREEMENT, DULY INFORMED TO THE COMPANY WITHIN [15] DAYS FROM THE COMMUNICATION OF THE CHANGE. IN THE EVENT OF DISAGREEMENT ON THE PART OF THE END USER, WE RESERVE THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE SERVICES PURSUANT TO ITEM IX OF THESE TERMS.
   • THESE TERMS GOVERN THE ACCESS AND USE OF ALL THE SERVICES. IF YOU FAIL TO INDICATE YOUR AGREEMENT TO THESE TERMS, YOU UNDERSTAND AND AGREE THAT YOU WILL NOT BE ALLOWED TO UTILIZE THE SERVICES IN ANY MANNER.
3. LEGAL RELATIONSHIP WITH CALIZA BRASIL
   • Your access to the Services will always occur through the Integrator´s Platform, and you will not request the provision of the Services directly. You should be aware of the nature of the Services provided by Caliza Brasil through the intermediation of the Integrator so you are aware of the nature of the relationship established herein.
   • BY AGREEING TO THESE TERMS, YOU AGREE TO ALLOW CALIZA BRASIL TO ACCESS ANY INFORMATION YOU PROVIDE TO THE INTEGRATOR DURING YOUR BUSINESS RELATIONSHIP WITH THE INTEGRATOR, ESPECIALLY FOR PURPOSES OF THE SERVICES, AS DEFINED HEREIN.
4. SERVICES PROVIDED BY CALIZA BRASIL
   • Caliza Brasil enables the End User, on its own behalf and through the intermediation of the Integrator’s Platform, to conduct the following activities, under the conditions set out by Caliza Brasil from time to time (collectively, the “Services”):
     • International Payment and Transfer Facilitation Services (eFX)
   • Caliza Brasil, acting as an international payment and transfer facilitation service provider (“eFX Provider”) pursuant to Brazilian Central Bank Resolution No. 277, of December 31, 2022, enables End Users to use their bank accounts to conduct the conversion of their funds in Brazilian Reals (“BRL”) to other currencies, including United States Dollars (“USD”), for the purpose of purchasing the virtual assets (each an “Eligible Virtual Asset”).
   • When converting your funds in BRL to other currencies, you agree that your funds will always be remitted for the purpose of purchasing the Eligible Virtual Assets, which can later be sold at your discretion abroad. In case you would like your funds to be converted into directly available fiat funds in foreign currency, including USD, you must request this through the Platform, and Caliza Brasil will make your currencies available at an account opened in your name.
   • BY ACCEPTING THESE TERMS, YOU AUTOMATICALLY AGREE TO THE FOREIGN EXCHANGE RATES CONTRACTED BY CALIZA BRASIL WITH THE FINANCIAL INSTITUTIONS AUTHORIZED TO CARRY OUT SUCH FOREIGN EXCHANGE TRANSACTIONS (“AUTHORIZED INSTITUTIONS”).
   • In accepting these Terms, you are aware that Caliza Brasil is an eFX Provider that enables the conversion of Brazilian currency into foreign currency and vice-versa for the purposes of facilitating the purchase and/or sale of Eligible Virtual Assets abroad, [as well as converting funds in BRL to directly available foreign currency,] by (i) collecting payments in BRL received from you and other end users of the Integrator in a consolidated account in Brazil opened at [∙]; and (ii) remitting these payments, in consolidated form, to its foreign affiliates, by means of the execution of a foreign exchange agreement with an Authorized Institution.
   • You consent to Caliza Brasil:
     • Consolidating payments in BRL from End Users;
     • Enforcing the transaction thresholds applicable to the Services used by End Users;
     • Providing and maintaining a record of the transactions, containing the parties, date, amount in national currencies and fees, including the equivalent amount in USD of each transaction, the conversion rate used, and the equivalent amount in BRL based on such conversion rate.
     • Purchase, Use, and Sale of Eligible Virtual Assets
   • Upon remitting your BRL funds abroad to its affiliates, Caliza Brasil enables you to purchase the Eligible Virtual Assets through the Platform. When you purchase or sell the Eligible Virtual Assets, we act as intermediary to facilitate the purchase or sale of the Eligible Virtual Assets via partnerships maintained with virtual asset service providers based abroad (“Exchanges”).
   • Upon the purchase of the Eligible Virtual Assets, Caliza Brasil uses commercially reasonable efforts to deliver the purchased Eligible Virtual Assets to a wallet fully custodied by Caliza Brasil and make the U.S. Dollar amount represented by these Virtual Assets available to you via a U.S. dollar account opened in your name and held with [Integrator] within a reasonable period of time.
   • You may convert the Eligible Virtual Assets to foreign currency to pay for goods and services and/or pay for goods and services directly with the Eligible Virtual Assets to the extent permitted by the applicable laws and regulations of the jurisdiction where such payment occurs (each such payment referred to herein as a “Payout”). A recipient of a Payout is not an End User under these Terms. Caliza Brasil is not responsible for such recipient, and the role played by Caliza Brasil in facilitating a Payout on behalf of an End User to such recipient does not create any relationship between Caliza Brasil and such recipient. Any such Payout is made on behalf of End User and not such recipient.
   • If you decide to sell the Eligible Virtual Assets, you will be able to use Caliza Brasil’s eFX services to remit the proceeds of the sale to Brazil, in BRL, to the bank or payment account indicated by the End User held with the Integrator within a reasonable period of time from the receipt of the confirmation of the sale.
   • The End User hereby acknowledges and assumes the risk arising from the purchase or sale of the Eligible Virtual Assets, being aware that:
     • wallets and balances denominated in the Eligible Virtual Assets or any other virtual assets are not covered by the protections offered by governmental authorities, including the Brazilian Credit Protection Fund (Fundo Garantidor de Crédito – FGC);
     • the laws and regulations (or lack thereof) applicable to the Eligible Virtual Assets and virtual assets generally, including the laws and regulations applicable to the purchase and sale of such virtual assets, may change at any time and may vary based on the jurisdiction where the trade occurs. Such modifications may affect or limit the purchase, sale, use, transfer, trading, and/or value of such virtual assets;
     • Caliza Brasil could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit the ability of Caliza Brasil to continue to develop, or which could impede or limit your ability to access or use, the Services;
     • once a purchase or sale related to the Eligible Virtual Assets and virtual assets in general is authorized, such purchase or sale will be irreversible and, consequently, losses arising from fraudulent or accidental transactions cannot be recovered;
     • transactions relating to Eligible Virtual Assets will be considered completed when recorded in a public ledger (e.g., blockchain), and therefore that moment may not coincide exactly with the exact date and time when the End User initiated the transaction;
     • in the event of a fork or a network disruption, transactions may not be completed, or they may be completed partially, incorrectly completed, or substantially delayed;
     • there is no guarantee that a person will accept Eligible Virtual Assets, or any other virtual asset, as a means of payment;
     • the value of a certain virtual asset can drop at any time for any reason including, for example, the creation of a new or better virtual asset or the developers of the virtual assets make unexpected changes to the software and/or the rules of operation of a certain virtual asset and in case of forks;
     • Cryptography is a new and evolving field and technical advances such as the development of quantum computers may present risks to Eligible Virtual Assets or the Services, which could result in the theft or loss of your Eligible Virtual Assets;
     • your Eligible Virtual Assets or data may be stolen, copied, or accessed without your authorization;
     • as the Eligible Virtual Assets are digital assets, they are intangible and this implies that, like any digital system, they run the risk of fraud, cyber-attacks, and being affected by problems or technical difficulties that may result in their loss or delay or impediment in the ability access or use them; and
     • the purchase and sale of the Eligible Virtual Assets through Caliza Brasil and the Platform involves the conversion of BRL to other foreign currencies, due to the fact that the custody of the Eligible Virtual Assets is located abroad.
5. ELIGIBILITY AND REGISTRATION
   • Your eligibility will be assessed by the Integrator, pursuant to the terms and conditions of the Integrator, including those applicable to its Platform. In order to use the Services, you must hold an account with the Integrator, have been approved as a user of the Integrator’s Platform, and prove or verify, as needed, (i) your identity; (ii) the underlying purpose of the foreign exchange transaction; and (iii) the economic and financial capacity to be using the Services.
   • To register for the Services, you must provide all information requested by the Integrator and must complement information previously provided with additional information, as requested by Caliza Brasil, that helps the Integrator and us verify your identity.
   • All information provided by you to the Integrator for the purposes of the Services will be provided to Caliza Brasil, and must be accurate and complete, and it is your responsibility to keep such information updated.
   • Prior to registration, Caliza Brasil and the Integrator will conduct an identity verification process to the extent required to comply with all applicable anti-money laundering, sanctions, and other relevant regulations. The use of the Services is conditional on the successful completion of this process. When appropriate, the Integrator may ask you to provide additional information to determine your eligibility to use the Services.
   • WE MAY PERIODICALLY ASK YOU TO UPDATE THE INFORMATION AND/OR DOCUMENTATION YOU PROVIDE FOR IDENTITY VERIFICATION PURPOSES. WE RESERVE THE RIGHT TO REJECT A REGISTRATION REQUEST OR TO CANCEL OR SUSPEND, TEMPORARILY OR PERMANENTLY, YOUR ACCESS TO THE SERVICES, (I) IN CASE OF DETECTION OF INCONSISTENCIES OR INCONGRUENCES IN THE INFORMATION PROVIDED, OR UNUSUAL OR SUSPICIOUS ACTIVITIES CARRIED OUT BY YOU RELATED TO AML/FT OR FRAUD ISSUES; OR (II) IF YOU DO NOT PROVIDE OR UPDATE THE INFORMATION AND/OR DOCUMENTATION REQUIRED BY US IN A TIMELY MANNER. OUR DECISION TO REJECT A REGISTRATION REQUEST OR TO CANCEL OR SUSPEND, TEMPORARILY OR PERMANENTLY, YOUR ACCESS TO THE SERVICES, WILL NOT RESULT IN INDEMNIFICATION OR A RIGHT TO INDEMNIFICATION FROM US.
   • Once registered, you may access and use the Services subject to these Terms.
6. PROHIBITED USES
   • You agree that you will not use the Services to request, send or receive money related to any of the following
   • Pharmaceuticals and other controlled substances, illegal drugs, or drug paraphernalia;
   • Firearms, ammunition, or other weapons;
   • Sexually oriented activities or materials, pornography, or other obscene or offensive activities or materials;
   • Materials or activities that promote intolerance, violence, or hate;
   • Ponzi or pyramid schemes, illegal gambling, illegal gaming, illegal lotteries, or illegal sweepstakes;
   • Counterfeit materials;
   • Infringement on the copyright, patent, trademark, trade secret or other intellectual property rights of Caliza Brasil, the Integrator, another End User or any other third party;
   • Terrorist funding, money laundering, fraud, or scams; or
   • Any other illegal activity or unlawful purpose.
   • You must not use or access anyone else’s accounts, wallets, or related data or submit information about anyone else’s identity, accounts, or wallets or that violates any third-party rights. You also agree not to (a) modify, reverse engineer or seek to gain unauthorized access to the Services or related systems, data, or source code, (b) bypass or circumvent measures designed to prevent or limit access to any part of the Services, (c) access the Services for competitive purposes or publish any benchmark or performance information about the Services, or (d) use the Services in any manner that could damage, disable, overburden, or impair the functioning of the Services or interfere with, disrupt or negatively affect other users.
   • Caliza Brasil makes the Services available on a country-by-country basis and may limit access or use of particular Services based on the country in which you reside. If you reside in a country where certain Services are not available, you agree not to access or use, or attempt to access or use, the affected Services (including through the use of VPN services).
7. TRANSACTION ERRORS
   • In case of errors or questions about your transactions facilitated through the Services, please contact us by telephone at [INSERT PHONE NUMBER] or by e-mail at [INSERT EMAIL ADDRESS]; or write to us at [INSERT MAILING ADDRESS] as promptly as you can. We must hear from you no later than 90 days after you received the first statement or receipt upon which the problem or error appeared.
   • When contacting us, please provide the following information:
     • Tells us your name and contact information;
     • Describe the error or the transaction you are unsure about and explain as clearly as you can why you believe it is an error or why you need more information; and
     • Tell us the monetary amount of the suspected error.
   • If you tell us verbally, we may require that you send us your complaint or question in writing within ten (10) business days.
   • We will determine whether there is an error and will correct any error promptly. If we determine that no error occurred, then we will work with the Integrator to assist with the investigation of your claim. We will determine whether an error occurred within a reasonable period of time after we hear from you and will correct any error promptly.
   • We will tell you the results within a reasonable period of time after completing our investigation. If we decide that there was no error, we will send you a written explanation.
8. END USER’S LIABILITY FOR UNAUTHORIZED TRANSFERS
   • Please immediately call [INTEGRATOR] at [INSERT PHONE NUMBER] or write to the address above in Section VII.1 if:
     • YOU BELIEVE THAT YOUR PASSWORD FOR THE SERVICES HAS BEEN STOLEN.
     • YOU BELIEVE THAT A TRANSFER OF MONEY OR DIGITAL ASSETS HAS BEEN MADE FROM YOUR ACCOUNT USING THE SERVICES WITHOUT YOUR PERMISSION.
     • AN UNAUTHORIZED PERSON HAS DISCOVERED YOUR PASSWORD AND MAY TRANSFER MONEY OR DIGITAL ASSETS FROM YOUR ACCOUNT WITHOUT YOUR PERMISSION.
     • You need more information about a transaction using the Services.
   • IF YOU BELIEVE THAT THE SERVICES HAVE BEEN USED TO MAKE AN UNAUTHORIZED WITHDRAWAL FROM YOUR ACCOUNT, OR IF YOUR TRANSACTION RECORDS REFLECT AN ERROR IN A TRANSACTION USING THE SERVICES, CONTACT THE INTEGRATOR IN ADDITION TO CALIZA BRASIL. FAILURE TO NOTIFY THE INTEGRATOR DIRECTLY AND PROMPTLY MAY LIMIT YOUR RIGHTS UNDER YOUR ACCOUNT AGREEMENT AND APPLICABLE LAW.
9. FEES
   • You agree to pay all applicable fees. The Services offered by Caliza Brasil through the Platform may be subject to fees. Information regarding the fees is available to the End User and published on the Platform [and on the Integrator´s and Caliza Brasil’s websites at [∙] and [∙]], and may be consulted by the End User at any time. In case of alterations to the applicable fees, the new fees will be notified to the End User before their entry into force through the Platform [and through the Integrator’s and Caliza Brasil´s websites].
10. DISCLAIMER OF WARRANTIES
    • TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CALIZA BRASIL MAKES NO REPRESENTATIONS OR WARRANTIES, AND CALIZA BRASIL HEREBY EXPRESSLY DISCLAIMS, AND YOU HEREBY WAIVE, ANY REPRESENTATIONS, WARRANTIES OR REMEDIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATED TO THESE TERMS, ANY SERVICES, ANY ELIGIBLE VIRTUAL ASSET TRANSACTION, ANY ELIGIBLE VIRTUAL ASSET, OR ANY OTHER ITEMS PROVIDED UNDER OR IN CONNECTION WITH THESE TERMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
    • WITHOUT LIMITING THE FOREGOING, ALL ELIGIBLE VIRTUAL ASSETS ARE SOLD AND ALL SERVICES ARE PROVIDED “AS IS”, “WHERE IS”, AND “AS AVAILABLE”. CALIZA BRASIL PROVIDES NO WARRANTY THAT THE ELIGIBLE VIRTUAL ASSETS OR ASSOCIATED SOFTWARE OR PROTOCOLS WILL OPERATE AS INTENDED, BE FREE OF ERRORS OR DEFECTS, BE FREE OF VIRUSES, OR BE SECURE FROM “HACKS” OR OTHER ATTEMPTS TO COMPROMISE THEIR SECURITY OR INTEGRITY, OR THAT ANY DATA OR INFORMATION RELATED TO ANY ELIGIBLE VIRTUAL ASSET OR TRANSMISSION OF ANY ELIGIBLE VIRTUAL ASSET WILL BE SECURE AGAINST LOSS, CORRUPTION, OR THEFT DURING TRANSMISSION OVER THE INTERNET OR ANY OTHER NETWORK.
    • THE DISCLAIMER OF IMPLIED WARRANTIES CONTAINED HEREIN MAY NOT APPLY IF AND TO THE EXTENT IT IS PROHIBITED BY APPLICABLE LAW OF THE JURISDICTION IN WHICH YOU RESIDE.
11. INDEMNIFICATION
    • You will defend, indemnify, and hold harmless Caliza Brasil and Caliza Brasil’s business partners and affiliates, and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost, or expense, including, without limitation, reasonable attorneys’ fees, arising out of or relating to (a) your purchase or sale of any Eligible Virtual Assets; (b) your use of the Services; (c) your violation of these Terms; or (d) your violation of any applicable law or the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, Caliza Brasil (or, at Caliza Brasil’s discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Caliza Brasil wishes to settle, and if so, on what terms.
12. LIMITATION OF LIABILITIES
    • EXCEPT AS OTHERWISE PROVIDED HEREIN AND SUBJECT TO APPLICABLE LAW, IN NO EVENT WILL CALIZA BRASIL, ITS OWNERS, DIRECTORS, OFFICERS, OR AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES ARISING OUT OF (I) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SERVICES; (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICES DESCRIBED OR PROVIDED, (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR (IV) ANY OTHER MATTER RELATING TO THE SERVICES DESCRIBED OR PROVIDED, EVEN IF CALIZA BRASIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THE SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.
    • WE WILL NOT BE LIABLE IN CASE OF DAMAGE OR INTERRUPTION OF THE SERVICES OR THE PLATFORM DUE TO CAUSES EXTERNAL TO CALIZA BRASIL, INCLUDING THOSE CAUSED BY THE INTEGRATOR. LIKEWISE, WE WILL NOT BE LIABLE FOR ANY DAMAGE OR INTERRUPTION CAUSED BY ANY COMPUTER VIRUS, SPYWARE OR OTHER MALWARE THAT MAY AFFECT YOUR COMPUTER OR OTHER EQUIPMENT, OR ANY PHISHING, SPOOFING OR OTHER TYPE OF ATTACK. IF YOU DO NOT TRUST THE AUTHENTICITY OF A COMMUNICATION PRESUMED TO BE FROM CALIZA BRASIL OR THE INTEGRATOR, YOU MUST NOT ACCEPT IT AND MUST NOTIFY THE INTEGRATOR THROUGH THE COMMUNICATION CHANNELS AVAILABLE IN THE PLATFORM.
    • WE WILL LIKEWISE NOT BE LIABLE, NOR WILL WE BE CONSIDERED TO HAVE VIOLATED THESE TERMS, FOR ANY FAILURE OR DELAY IN THE FULFILLMENT OR PERFORMANCE OF OUR OBLIGATIONS, IN THE EVENT AND TO THE EXTENT THAT SUCH FAILURE OR DELAY IS RELATED TO EXTERNAL SITUATIONS AND BEYOND OUR REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO: FORCE MAJEURE; FLOOD, FIRE, EARTHQUAKE OR EXPLOSION; WAR (WHETHER DECLARED OR NOT), INVASION, HOSTILITIES, TERRORISM, HACKING OR CYBER THREATS, ATTACKS OR ACTS OR OTHER CIVIL DISTURBANCES; ANY LEGISLATION, LAWS, STATUTES, DECREES, ORDINANCES, RULES, REGULATIONS, JUDGMENTS OR COURT ORDERS; OR THE ACTION OF ANY NATION OR GOVERNMENT, STATE OR OTHER POLITICAL SUBDIVISION THEREOF, ANY ENTITY EXERCISING LEGISLATIVE, REGULATORY, JUDICIAL OR ADMINISTRATIVE OR GOVERNMENT-RELATED FUNCTIONS, INCLUDING, WITHOUT LIMITATION, ANY GOVERNMENTAL AUTHORITY, AGENCY, DEPARTMENT, COUNCIL, COMMISSION OR ADVICE.
    • Access to the Services may be partially or fully limited in conditions of high demand, volatility, or increased volume. As a consequence, there may be certain limitations on access to the platform. WE WILL IN NO CASE BE LIABLE FOR ANY INTERRUPTION, DELAY, OR FAILURE IN THE ACCEPTANCE, PROCESSING, EXECUTION, OR CANCELLATION OF ANY TYPE OF ORDER OR TRANSACTION; FOR THE STABILITY OF THE PLATFORM; FOR INTERRUPTIONS IN THE SERVICES; OR FOR DELAYS IN THE RESPONSE OF THE INTEGRATOR’S SUPPORT AGENTS TO ANY OF THE FOREGOING CIRCUMSTANCES.
    • You accept that, when purchasing or selling the Eligible Virtual Assets, you are aware of the risk of receiving virtual assets from or transmitting/sending virtual assets to the wrong destination account, which could lead to the irreparable loss of your Eligible Virtual Assets. CALIZA BRASIL OR ANY OF OUR AFFILIATES, WILL NOT BE LIABLE IN ANY OF THESE CASES.
    • TAXES
      • You are solely responsible for any other taxes that may be levied on the Services provided, as well as the accessory obligations and instrumental duties required by the direct and indirect authorities. Caliza Brasil will not be liable for the taxes that you are required to pay to such authorities as a result of the use of the Services.
    • TERMINATION AND RESTRICTIONS
      • Caliza Brasil may, at its discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, all or any portion of the Services.
      • You may terminate or cancel your relationship with Caliza Brasil and your use of the Services at any time, without cause and with no prior notice.
      • We may, in our sole discretion, without liability to you, and with or without prior notice: (i) terminate, cancel or reverse an order of purchase and sale of the Eligible Virtual Asset created or accepted by you; (ii) restrict or freeze your account held with the Integrator; (iii) restrict, freeze or terminate your access to the Services; and/or (iv) take any other measures which in our reasonable opinion are necessary to prevent any adverse consequences to Caliza Brasil, the Services, any other end user, and any other third party.
      • In the event of discontinuation of the Services or other termination of your right to access the Services: (a) all amounts payable by you to Caliza Brasil will immediately become due; (b) Caliza Brasil may delete or deactivate your account and all related information and files in such account without liability to you; and (c) Caliza Brasil may cancel any open transaction requests that are pending at the time of discontinuation or termination. In the event of discontinuation or termination of the Services or discontinuation or termination of transfer or storage services for all or some Eligible Virtual Assets, Caliza Brasil will use commercially reasonable efforts, unless prohibited in order to comply with applicable laws or regulations or by order of law enforcement or other governmental authority, to provide you with a period of 90 days to remove the affected Eligible Virtual Assets from your wallet.
      • IF WE TERMINATE, SUSPEND, MODIFY, AND/OR RESTRICT YOUR USE OF THE SERVICES IN ACCORDANCE WITH THESE TERMS, WE SHALL NOT BE LIABLE FOR ANY LOSSES, EXPENSES OR OTHER COSTS INCURRED TO YOU, ANY END USER AND/OR ANY OTHER THIRD PARTY.
    • INTELLECTUAL PROPERTY RIGHTS
      • The Services and all their information and content, such as the texts, software, scripts, graphics, photos, and interactive features provided as part of the Services (collectively, the "Content"), belong at all times to Caliza Brasil or to those who grant us the license for their use and is protected by copyright laws in your own country and international copyright laws.
      • In addition, the “CALIZA” trademarks, service marks, icons, graphics, wordmarks, designs and logos contained therein ("Marks"), are owned by Caliza Brasil. You do not have, and will not acquire, any right, title, or interest in or to any of the Marks. The CALIZA Marks may not be used in connection with any product or service that is not Caliza Brasil’s, in any manner that is likely to cause confusion among End Users, or in any manner that discourages or discredits Caliza Brasil.
      • The Services and Content is provided to you for your information only and may not be downloaded, copied, reproduced, modified, distributed, transmitted, broadcasted, displayed, sold, rented, leased, licensed, sublicensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Caliza Brasil or the respective owners or licensors. We reserve all rights not expressly granted in and to the Services or Content.
      • You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Services or Content, provided by you to us are non-confidential and shall become the sole property of Caliza Brasil.
      • You agree not to engage in the use, copying, modification, or distribution of or create derivative works from the Services or Content other than expressly permitted herein. You agree not to circumvent, disable or otherwise interfere with security-related features available, or features that prevent or restrict use or copying of the Services or Content or that enforce any limitation herein.
      • Any software provided by us to you as part of the Services is subject to the provisions of these Terms, Caliza Brasil reserves all rights to the software not expressly granted by us hereunder. Any third-party scripts or code linked to or referenced from the Services are licensed to you by the third party who owns such scripts or code and not by Caliza Brasil.
    • DATA PROTECTION
      • When you use the Services, you agree to provide us with your email address, postal address and/or other contact details truthfully and exactly. You also acknowledge and agree that we may use this information to contact you if necessary. You will provide information to the Integrator, and it may be shared with Caliza Brasil to the extent needed for the provision of the Services.We respect your right to privacy. By using the Services or otherwise you acknowledge and agree to, and where required, consent to the collection, use and transfer of your information as set out in our Privacy Policy.
      • To see how we collect and use your information, including how to unsubscribe from non-transactional communications from us, please see our Privacy Policy.
    • GENERAL PROVISIONS
      • Caliza Brasil has the right to suspend the Services for repair, security, maintenance and/or improvements.
      • These Terms (including any information incorporated by reference herein) comprise the entire agreement between you and Caliza Brasil relating to the subject matter hereof and supersede all prior or contemporaneous understandings and agreements relating to such subject matter, whether oral or written.
      • If any court or competent authority decides that any provision of these Terms is invalid, unlawful or unenforceable to any extent, such provision shall, to that extent only, be severed from the remaining provisions. The remaining provisions shall continue to be valid to the fullest extent permitted by law. Caliza Brasil’s failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.
      • These Terms do not grant any benefits or rights to enforce any of its provisions to any third-party.
      • Caliza Brasil may assign any of its rights and obligations under these Terms to any person, whether natural or legal, without notice or notification to the End User, provided that the assignee shall continue to comply with all obligations assumed by Caliza Brasil under these Terms. These Terms may not be transferred or assigned by you without Caliza Brasil’s prior written consent.
      • CALIZA BRASIL MAY AMEND THESE TERMS, WHEREAS THE AMENDMENT WILL BECOME EFFECTIVE ONCE A [15]-DAY PERIOD AS OF THE AMENDMENT HAS ELAPSED AND THE END USER USES THE SERVICES PROVIDED BY CALIZA BRASIL AFTER THIS PERIOD. IF THE END USER DOES NOT AGREE WITH THE AMENDMENTS MADE BY CALIZA BRASIL, THE END USER MUST IMMEDIATELY STOP USING THE SERVICES, THUS LEADING TO THE REFUSAL OF THESE TERMS AS AMENDED.
    • GOVERNING LAW AND JURISDICTION
      • These Terms and the relationship between us shall be governed by the laws of Brazil and the non-exclusive jurisdiction of the Brazilian courts, subject to any local mandatory law, or rights available to consumers.
      • For the resolution of complaints and suggestions, End User may contact us through the service channel available at [Integrator].

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I REPRESENT THAT I HAVE READ AND ACCEPT THE FULL CONTENT OF THESE TERMS, BEING BOUND AND SUBJECT TO THE RIGHTS AND OBLIGATIONS PROVIDED HEREIN UPON REQUESTING THE SERVICES.