Terms of Service

These Terms of Service ("Terms") govern your access to and use of the websites, APIs, and financial infrastructure services provided by TrocaPay ("TrocaPay", "we", "us", or "our") (collectively, the "Services"). By accessing or using the Services, you ("you" or "Customer") agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

1. The Services

TrocaPay provides financial infrastructure for Latin America, including PIX connectivity, virtual accounts, sub-accounts, collections, payouts, treasury tools, reporting, and API connectivity. Certain regulated financial services are provided through licensed local partners and financial institutions. TrocaPay acts as a technology and infrastructure provider and is not a bank unless expressly stated.

2. Eligibility and Accounts

The Services are intended for businesses and not for personal or consumer use. You must complete onboarding, including KYB/KYC and compliance verification, before accessing production services. You are responsible for maintaining the confidentiality of your account credentials and API keys, and for all activity that occurs under your account.

3. Acceptable Use

You agree not to use the Services to:

• Violate any applicable law, regulation, or sanctions program;
• Engage in fraud, money laundering, terrorist financing, or other illicit activity;
• Process transactions for prohibited or restricted businesses;
• Infringe the intellectual property or rights of others;
• Interfere with, disrupt, or attempt to gain unauthorized access to the Services or related systems.

4. Fees and Settlement

Fees for the Services are set out in your applicable order form, pricing schedule, or commercial agreement. Unless otherwise agreed, fees are exclusive of taxes, which are your responsibility. Settlement timing for collections and payouts may depend on local rails, partner institutions, and regulatory requirements.

5. Compliance and Regulatory Matters

You are responsible for complying with all laws and regulations applicable to your business and your customers. We and our partners may request additional information, impose limits, delay, or decline transactions, or suspend access where required for compliance, risk, fraud-prevention, or regulatory reasons.

6. API and Service Availability

We strive to keep the Services available and reliable but do not guarantee uninterrupted or error-free operation. We may modify, suspend, or discontinue features, and may perform maintenance that temporarily affects availability. You are responsible for implementing reasonable error handling, retries, and reconciliation in your integration.

7. Intellectual Property

TrocaPay and its licensors retain all right, title, and interest in and to the Services, including software, APIs, documentation, and trademarks. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable right to access and use the Services for your internal business purposes during the term.

8. Confidentiality

Each party may receive confidential information of the other. The receiving party will use such information only to perform under these Terms and will protect it using reasonable safeguards, except where disclosure is required by law or regulation.

9. Disclaimers

Except as expressly stated, the Services are provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by applicable law.

10. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenues. Our aggregate liability arising out of or related to the Services will not exceed the fees paid by you to TrocaPay in the twelve (12) months preceding the event giving rise to the claim.

11. Indemnification

You agree to indemnify and hold harmless TrocaPay and its partners from claims, damages, and expenses arising out of your use of the Services, your breach of these Terms, or your violation of applicable law or third-party rights.

12. Term and Termination

These Terms remain in effect while you use the Services. Either party may terminate as set out in the applicable commercial agreement. We may suspend or terminate access immediately where required for legal, regulatory, security, or risk reasons. Provisions that by their nature should survive termination will survive.

13. Governing Law

These Terms are governed by the laws of Brazil, without regard to conflict-of-laws principles, unless otherwise agreed in a signed commercial agreement. The courts located in São Paulo, Brazil will have jurisdiction, subject to any mandatory local law.

14. Changes to These Terms

We may update these Terms from time to time. Material changes will be reflected by updating the "Last updated" date above and, where appropriate, by additional notice. Your continued use of the Services after changes take effect constitutes acceptance.

15. Contact Us

If you have questions about these Terms, contact us:

• Email: contact@trocapay.io
• Phone: +55 11 98000-0093
• Address: São Paulo, Brazil