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These Terms and Conditions (the “Terms”) constitute a legally binding agreement between you, Caliza Instituição de Pagamento Ltda. a company duly organized and validly existing pursuant to the laws of Brazil, headquartered in theCity 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 theCNPJ/MF under No. 44.118.828/0001-14 (“Caliza Brasil”).
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.
II.1. THESE TERMS CONSIST OF AN AGREEMENT, AND THEREFORE OFA LEGAL CONTRACT BETWEEN YOU AND CALIZA BRASIL WITHBINDING OBLIGATIONS TO ALL PARTIES UNDER BRAZILIAN LAW,ESPECIALLY THOSE SETH FORTH IN THE CONSUMER DEFENSECODE (LAW NO. 8,078, OF SEPTEMBER 11, 1990, AS AMENDED AN DREGULATED FROM TIME TO TIME). YOU SHOULD TREAT IT AS ANY JUR_SP - 49338117v2 - 13756002.517602- 2 -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 TOHAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY ALLOF THE TERMS CONTAINED IN THIS AGREEMENT, EXCEPT ASOTHERWISE 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 ORTAX ADVICE AND ENCOURAGES YOU TO CONDUCT YOUR OWN ANALYSIS IN CONJUNCTION WITH YOUR RESPECTIVE PROFESSIONAL ADVISORS.
II.2. BY USING THE SERVICES, YOU AUTOMATICALLY AGREE TO ALLTHE RULES MENTIONED HEREIN, BEING FULLY RESPONSIBLE FOR ANYAND 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.
II.3. THESE TERMS MAY BE MODIFIED, CHANGED OR UPDATED BY USFROM TIME TO TIME. IN THE EVENT ANY CHANGES OR UPDATES TO THESE TERMS AND CONDITIONS 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 AND CONDITIONS WILLBE CONSIDERED TACITLY ACCEPTED WHEN THE USER CONTINUES TOUSE 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 USER, WE RESERVE THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE SERVICES PURSUANT TO ITEM IX OF THESE TERMS AND CONDITIONS.
II.4. THESE TERMS AND CONDITIONS GOVERN THE ACCESS AND USEOF 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.
III.1. Your access to the Services will always occur through the Integrator´sPlatform, and you will not request the provision of Caliza Brasil’s 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.
III.2. BY AGREEING WITH THESE TERMS, YOU ARE AGREEING WITH ALLOWING CALIZA BRASIL TO HAVE ACCESS TO ANY INFORMATION YOU MIGHT HAVE PROVIDED THE INTEGRATOR DURING YOUR BUSINESS RELATIONSHIP WITH THE INTEGRATOR, ESPECIALLY FOR PURPOSES OF THE SERVICES, AS DEFINED HEREIN.
IV.1. Caliza Brasil enables the End User, on its own behalf and through the intermediation of the Integrator’s platform made available on [∙] (“Platform”), to conduct the following activities, under the conditions set out by Caliza Brasil from time to time (“Services”):
IV.2. Caliza Brasil, acting as an international payment and transfer facilitation service provider (“eFX Provider”) pursuant to Brazilian Central Bank ResolutionNo. 277, of December 31, 2022, enables End Users to conduct the conversion of their funds in BRL to other currencies, including USD (United States Dollars), for the purposes of acquiring the following virtual assets: (i) USD Coin (USDC);
IV.3. When converting your funds in BRL to other currencies, you agree thatyour funds will always be remitted for the purpose of acquiring the Eligible VirtualAssets, 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.
IV.4. BY ACCEPTING THESE TERMS, YOU AUTOMATICALLY AGREE TOTHE FOREIGN EXCHANGE RATES CONTRACTED BY CALIZA BRASIL WITH THE FINANCIAL INSTITUTIONS AUTHORIZED TO CARRY OUT SUCH FOREIGN EXCHANGE TRANSACTIONS (“AUTHORIZED INSTITUTIONS”).
V.5. In accepting these Terms and Conditions, you are aware that Caliza Brasilis an eFX Provider that enables the conversion of Brazilian currency into foreign currency and vice-versa for the purposes of facilitating the acquisition and/or sale of 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 concentration account in Brazil opened at [∙]; and(ii) remitting these payments, in consolidated from, to its foreign affiliates, by means of the execution of a foreign exchange agreement with an Authorized Institution.
VI.6. You are aware and you give your consent to the fact that Caliza Brasil is responsible for:
VII.7. Upon remitting your BRL funds abroad to its affiliates, we enable you to purchase the Eligible Virtual Assets through the Platform. When you purchase the Eligible Virtual Assets, we will be acting as intermediary to facilitate the purchase of the Eligible Virtual Assets via partnerships maintained with VirtualAsset Service Providers based abroad (“Exchanges”).
IV.8. Upon the purchase of the Eligible Virtual Assets, the purchased EligibleVirtual Assets will be delivered at a wallet opened in your name and held with[Integrator] within up to three business days from the purchase date.
IV.9. You may convert the Eligible Virtual Assets to foreign currency abroadand/or trade them for goods and services to the extent permitted by the applicablelaws and regulations of the jurisdiction where such conversion/exchange occurs.
IV.10. If you decide to sell the Eligible Virtual Assets, you will be able to use relyon Caliza Brasil´s eFX services to remit the proceeds of the sale to Brazil, inBrazilian Reais, to the bank or payment account indicated by the End User held with the Integrator within up to three business days from the receipt of the confirmation of the sale.
IV.11. The End User hereby acknowledges and assumes the risk arising from the purchase of the Eligible Virtual Assets, being aware that:
V.1. Your registration and eligibility will be assessed by the Integrator, pursuant to the Terms and Conditions applicable to its Platform. In order to make use of the Services, the End User must have been approved as a user of the Integrator’sPlatform, and prove, as needed,
(i). the underlying purpose of the foreign exchange transaction; and
(ii). the economic and financial capacity to be using theServices.
V.2. The End User must provide the registration information requested by theIntegrator for the use of Services, as well as complement information previously supplied, as requested by Caliza Brasil, which will contemplate, without prejudice to others that may be requested, the data that permit the identification of the EndUser.
V.3. All the information provided by you to the Integrator for the purposes of theServices will be provided to Caliza Brasil, and must be accurate and complete, and it is your responsibility to keep such information updated.
V.4. Upon registration, Caliza Brasil and the Integrator will conduct your identification verification process to the extent required to comply with all applicable anti-money laundering, sanctions and other relevant related 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 personal information to determine your eligibility to use the Services.
V.5. WE MAY PERIODICALLY ASK YOU TO UPDATE THE INFORMATION AND/OR DOCUMENTATION YOU PROVIDED US FOR IDENTIFICATION 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.
VI.1. The Services offered by Caliza Brasil through the Platform may be subject to fees. Information regarding the fees is available to the User and published on the Platform [and on the Integrator´s and Caliza Brasil´s websites at [∙] and [∙]],and may be consulted by the User at any time. In case of alterations to the applicable fees, the new fees will be notified to the User before their entry into force through the Platform [and through the Integrator´s and Caliza Brasil´s websites].
VII.1. WE WILL NOT BE LIABLE IN CASE OF DAMAGE OR INTERRUPTION OF 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
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 MUSTNOTIFY THE INTEGRATOR THROUGH THE COMMUNICATION CHANNELS AVAILABLE IN THE PLATFORM.
VII.2. WE WILL LIKEWISE NOT BE LIABLE, NOR WILL WE BECONSIDERED 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 ISRELATED TO EXTERNAL SITUATIONS AND BEYOND OUR REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO: FORCE MAJEURE; FLOOD,FIRE, EARTHQUAKE OR EXPLOSION; WAR (WHETHER DECLARED ORNOT), INVASION, HOSTILITIES, TERRORISM, HACKING OR CYBERTHREATS, ATTACKS OR ACTS OR OTHER CIVIL DISTURBANCES; ANY LEGISLATION, LAWS, STATUTES, DECREES, ORDINANCES, RULES,REGULATIONS, JUDGMENTS OR COURT ORDERS; OR THE ACTION OFANY 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.
VII.3. 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 FORANY INTERRUPTION, FAILURE OR DELAY IN THE ACCEPTANCE,EXECUTION OR CANCELLATION OF ANY TYPE OF ORDER, AS WELL ASFOR THE STABILITY OF THE PLATFORM, INTERRUPTIONS IN THE SERVICES, DELAYS IN THE PROCESSING OF TRANSACTIONS OR IN THE RESPONSE OF ITS SUPPORT AGENTS FOR SUCH CIRCUMSTANCES.
VII.4. You accept that, when selling the Eligible Virtual Assets, you are aware ofthe risk of 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.
VIII.1. You are solely responsible for any other taxes that may be levied on theServices 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 ofthe Services.
IX.1. You may terminate or cancel your relationship with Caliza Brasil and youruse of the Services at any time, without cause and with no prior notice.
IX.2. upon the occurrence of any of the situations below, we are entitled to, regardless of 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 [Integrator];
(iii) restrict, freeze or terminate your access to the Services; and/or
(iv) take any other measures which in ourreasonable opinion are necessary to prevent any adverse consequences toCaliza Brasil, the our services, any other end user, and any other third party:(a) violation of any applicable law;
(a) violation of any applicable law;
(b) failure to make any payment required to Caliza Brasil or any of our affiliates;
(c) material breach of any provision of these terms or of any other agreement executed between Caliza Brasil and you, and do not cure such material breach within [30 days] of written notice thereof; and
(d) it becomes or may become (in our reasonable opinion) contrary to applicable law for us to maintain or give effect to all or any of the obligations under these terms.
IX.3. If you become aware of the occurrence of any event referred to in Clause9.1 above, you must give us notice of such event as soon as is reasonably practicable.
IX.4. IF WE TERMINATE AND/OR RESTRICT YOUR USE OF THESERVICES IN ACCORDANCE WITH THESE TERMS, WE SHALL NOT BE LIABLE FOR ANY LOSSES, EXPENSES OR OTHER COSTS INCURRED TOYOU, ANY END USER AND/OR ANY OTHER THIRD PARTY.
X.1. The Services, including all their information and content, such as the texts, software, scripts, graphics, photos, and interactive features (collectively,"Content") provided as part of the Services 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.
X.2. 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 toany 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.
X.3. Content of the Services is provided to you is for your information only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcasted, displayed, sold, licensed, or otherwise exploited for any otherpurposes 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 Content.
X.4. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Services, provided by you to us are non-confidential and shall become the sole property of Caliza Brasil.
X.5. You agree not to engage in the use, copying, or distribution of or createderivative works from any of the 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 anyContent or enforce any limitation herein.
X.6. 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 ownssuch scripts or code and not by Caliza Brasil.
XI.1. When you use our 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 be providing all this information to the Integrator, and it might be shared with Caliza Brasil to the extent needed for the provision of the Services.
XI.2. We respect your right to privacy. By using our 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. [Comment:Include link to Privacy Policy.]
XI.3. To see how we collect and use your personal information, including howto unsubscribe from non-transactional communications from us, please see ourPrivacy Policy.
XII.1. Caliza Brasil has the right to suspend the system for repair, security,maintenance and/or improvements.
XII.2. These Terms (including any information incorporated by reference herein)comprise the entire agreement between you and Caliza Brasil for the provision of the Services.
XII.3. If any court or competent authority decides that any provision of theseTerms is invalid, unlawful or unenforceable to any extent, such term shall, to that extent only, be severed from the remaining terms. The remaining terms shall continue to be valid to the fullest extent permitted by law.
XII.4. These Terms do not grant any benefits or rights to enforce any of itsprovisions to any third-party.
XII.5. Caliza Brasil may assign any of its rights and obligations under theseTerms 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 obligationsassumed by Caliza Brasil under these Terms.
XII.6. CALIZA BRASIL MAY AMEND ANY OF THE CONDITIONS OF THISTERM, WHEREAS THE AMENDMENT WILL BECOME EFFECTIVE ONCE A[15]-DAY PERIOD AS OF THE AMENDMENT HAS ELAPSED AND THE ENDUSER USES THE SERVICES PROVIDED BY CALIZA BRASIL AFTER THISPERIOD. IF THE USER DOES NOT AGREE WITH THE AMENDMENTS MADEBY CALIZA BRASIL, THE USER MAY IMMEDIATELY STOP USING THE SERVICES, THUS LEADING TO THE REFUSAL OF THE AMENDEDCONDITIONS OF THIS TERM.
XIII.1. 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.
XIII.2. For the solution of eventual conflicts related to these Terms, complaints and suggestions, End User may contact us through the service channel available at [Integrator].
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.