SERVICE PROVISION AGREEMENT
SERVICE PROVISION TERM
By this Agreement for the Provision of Technology Infrastructure Services (API consumption) of the 4Pay Finance API for use of the “4P Finance Payment Gateway” (“Agreement”), 4Pay Finance Prestadora de Serviços de Ativos Virtuais LTDA, registered with the CNPJ/MF under nº 46.977.494/0001-60, with headquarters at Rua Tenente João Cícero, number 301, Boa Viagem, City of Recife, State of Pernambuco, CEP: 51.020-190, represented in the form of its Articles of Association, holder of the rights to the 4P Finance brand, which will be used in the provision of the services provided for in this Agreement (“4P Finance”), and the Customer, duly registered through one of the Sales and Registration Channels made available by 4P Finance (“Client”), hereinafter collectively referred to as “Parties”;
Considering THAT:
1. 4P Finance is a national company operating in the technological infrastructure development segment, focused on payment solutions involving cryptoassets and fiat currency;
2. The Customer is interested in contracting the technology infrastructure (API consumption) of the 4Pay Finance API to use the “4P Finance Payment Gateway”, as well as in voluntarily adhering to the terms of this Service Provision Agreement; and
3. When using any 4P Finance service, the Customer declares that they have read and accepted all the conditions of this Agreement, as well as the documents that comprise it, and are also subject to these documents.
Thus, both Parties are fair and correct, based on the concepts and principles of ethics, transparency, honesty, morality and good faith in the conduct of business, as well as best market practices, to sign this Agreement for the Provision of Technology Infrastructure Services (API consumption) of the 4Pay Finance API for the use of the “4P Finance Payment Gateway”, hereinafter referred to simply as the “Agreement”, which will be governed by the principles presented above and the following clauses and conditions, in accordance with current legislation:
1. DEFINITIONS
1.1. Except as otherwise expressly indicated or defined in the instrument(s) Annexes and/or Addendum to this Agreement (“Annexes”), all terms used herein in capital letters or with capital letters will have the following meanings, both in the singular and in the plural:
“AML”: stands for Anti-Money Laundering, which refers to a set of laws and regulations that aim to prevent criminals from disguising the origin of their illicit gain(s). Money laundering is the process of making illegally obtained funds appear legal by channeling them through a complex series of transactions or investments. In this sense, the AML framework is crucial in combating financial crimes such as fraud, drug trafficking and terrorist financing, requiring financial institutions, including banks, to implement robust measures such as KYC to detect and report suspicious activity that may indicate money laundering, ensuring that financial institutions have accurate information about the identity of their customers.
“API”: means the set of programming routines and standards that allow third-party software to interact with an application, subject to the Customer's interest and authorization, through the access keys required by the Platform.
“4Pay Finance API”: means the API owned and operated by 4P Finance, through which it is possible for the Customer to enable its End Consumers to create transactions for payment for its product(s) and/or service(s) in cryptoactives supported by 4P Finance, by automatically carrying out Swap (conversion) and sending Stablecoin to the Customer's Wallet/Wallet, with receipt of notifications of confirmations of completion of the transaction sent to the Customer's End User and blockchain transaction notification sent to the Customer via webhook.
“Activation”: means the process(es) necessary for the configuration and integration of the credentials of the Customer and/or its Agent(s) for the use of the technology infrastructure (API consumption) of the 4Pay Finance API for use of the “4P Finance Payment Gateway”.
“Final Beneficiary” or “Ultimate Beneficial Owner (UBO)”: means the natural person who, directly or indirectly, owns, controls, exercises significant influence or is the final economic beneficiary of a legal entity, corporate structure, trust, fund or similar legal arrangement, as well as the one in whose name a transaction is carried out, in accordance with criteria established by applicable legislation, 4P Finance's internal policies and the Compliance, KYC and AML procedures adopted by 4P Finance and its Partners.
“Blockchain”: means a type of distributed ledger technology (DLT) that stores data in a distributed, decentralized and auditable way. It is composed of blocks of information linked in a chain, each containing a record of transactions, a timestamp and a cryptographic reference to the previous block.
“Canadian Person”: means any natural or legal person resident, domiciled, incorporated, organized or registered under the laws of Canada or any of its provinces or territories, including entities controlled directly or indirectly by such persons, when applicable.
“Sales and Registration Channels”: means some and/or all of the following channels: telemarketing, third-party company(ies) or Partner(s), 4P Finance commercial area, forms, landing pages, self-accreditation via the 4P Finance system or through other channels that may be made available by 4P Finance.
“Digital Asset Portfolio”: means the portfolio exclusively owned by the Customer, intended for the storage, receipt, movement and management of crypto-assets and other digital assets supported by 4P Finance.
“Self-Custody Wallet”: means the external wallet/wallet, owned by the Customer himself, non-custodial, indicated by him to receive cryptoactives, whose custody of credentials, keys, seed phrase, access recovery and security are his sole responsibility.
“4Pay Finance Digital Wallet”: means the technological solution made available by 4P Finance in the application to enable the creation and use of a digital asset portfolio exclusively owned by the Customer, whose operational access occurs through the application environment, without this representing custody, possession, ownership or free disposal of the digital assets by 4P Finance.
“Checkbox/Pop-up”: means the form(s) of advertising on website(s) and/or online platform(s), which may appear in a window and/or tab separate from the main page, with the aim of presenting relevant information and/or collecting authorization/consent from the Customer and/or End User.
“Customer”: means the legal entity interested in Hiring the technology infrastructure (API consumption) of the 4Pay Finance API for use of the “4P Finance Payment Gateway”, when the Customer is registered and with tax domicile in Brazil. The Client will also be admitted as a legal entity with its registered office and tax domicile abroad, as long as it is not constituted, headquartered, registered or located in a Restricted Jurisdiction, nor does it have a Final Beneficiary (UBO), controller, administrator, legal representative or operational link subject to impediment resulting from Compliance policies, economic sanctions, regulatory requirements or commercial restrictions applicable to 4P Finance or its partners, being considered, also as a Client, responsible and jointly liable, the legal responsible and the legal representative of the person legal Client, whether legal entity or individual, must have civil and tax domicile in Brazil, all submitting to KYC and AML procedures carried out by the Partner company(ies).
“Specific Conditions”: mean the terms and conditions applicable solely and exclusively to certain 4P Finance Product(s) and/or Service(s) contracted by the Customer, as an integral, complementary and inseparable part thereof.
“Compliance with KYC and AML procedures”: means approval of conformity of information, data and/or documents made available and sent by the Customer to 4P Finance for the processing, verification and analysis of compliance with the KYC and AML procedure(s) by Partner company(ies).
“Hiring”: means the provisions of Clause 5.1. of this Agreement.
“Initial Hire”: means the first Hire carried out by the Customer.
“Smart Wallet Contract”: means the smart contract implemented according to Account Abstraction standards (ERC-4337) or equivalent technological standard that replaces it, used to enable advanced operation, automation and management functionalities of the Customer's Digital Asset Portfolio.
“Cryptoasset”: means a cryptographically protected digital representation of value or contractual rights, which uses a form of distributed ledger technology and can be transferred, stored or traded electronically.
“Customization”: means the provisions of Clause 7.1. of this Agreement.
“4Pay Finance Dashboard”: means a registration for access to the online dashboard, which allows the Customer to access information and procedures for integrating the “4Pay Finance API” to its website and/or platform, making the “4P Finance Payment Gateway” available to the End User.
“Activation Date”: means the date on which Activation was completed.
“DLT”: means a digital system that allows its participants to access a shared database or ledger, without the need for a central authority, operating as a distributed system for carrying out transactions.
“Accessory Documents”: means the provisions of Clause 2.1. of this Agreement.
“Confirmation E-mail”: means the e-mail sent by 4P Finance to the Customer, containing their registration data and the commercial conditions applicable to the request to contract the 4P Finance Product(s) and/or Service(s).
“Branches”: means the commercial establishments, dependencies, representative offices, subsidiaries, branches, or even related, associated or subsidiary companies of the Customer.
“4P Finance Payment Gateway”: means the technological infrastructure developed by 4P Finance to carry out transactions involving cryptoassets and fiat currency (“on-ramp”), specifically those supported by 4P Finance. The complementary definitions and specific terms and conditions of the 4P Finance Gateway are contained in the Accessory Documents of this Agreement.
“Restricted Jurisdictions”: means countries, territories or jurisdictions subject to economic sanctions, embargoes, regulatory restrictions, commercial limitations or operational restrictions imposed by applicable legislation, by competent government authorities, by 4P Finance's commercial partners or by its internal Compliance policies. These include, without limitation, jurisdictions subject to sanctions programs administered by the Office of Foreign Assets Control (OFAC), United Nations Security Council (UNSC), European Union (EU), HM Treasury of the United Kingdom (HMT), Government of Canada or any other competent authorities, as well as, for the purposes of commercial eligibility and use of 4P Finance Products and Services, the United States of America and Canada.
“KYC”: means Know Your Customer, refers to the process of verifying identity and collecting information about the Customer and the End User, to ensure compliance with laws and regulatory infra-legal acts, preventing the occurrence of financial crime(s), fraud(s), identity theft, among others. Through this process, essential information is collected and thorough background checks are carried out, allowing companies to assess the risk(s) associated with their user(s) and make informed decisions.
“Partner”: means third-party company(ies) that carries out procedure(s) related to legal, regulatory, Compliance compliance, among others, such as KYC and AML procedures.
“POS”: means the functionality made available by 4P Finance that allows the Customer to generate charges through QR Code PIX for payment by third parties, with subsequent Automatic Conversion of the amounts received into cryptoactive assets chosen by the Customer, subject to the conditions set out in this Agreement, the Terms of Use, the 4P Finance Policies and the applicable operational rules.
“Politically Exposed Person (PPE)”: means public agents who perform or have performed, in the previous five years, in Brazil or in foreign countries, territories and dependencies, positions, jobs or relevant public functions, as well as their representatives, family members and other people in their close relationship, as defined by ENCLA. Family members are considered to be relatives, in the direct line, up to the first degree, the spouse, the partner, the partner, the stepson and the stepdaughter.
“PIX”: means the instant payment arrangement established by the Central Bank of Brazil, which aims to provide payment services to an end user, available 24 (twenty-four) hours a day, 7 (seven) days a week and every day of the year, in accordance with current regulations published by the Central Bank of Brazil, and (ii) the instant payment transaction itself within the scope of the arrangement.
“Agents”: means employees, professionals and other third parties authorized by the Customer who have access credentials to use the 4P Finance Product(s) and/or Service(s), in the name and under the exclusive responsibility of the Customer.
“Integration Process”: means the set of actions, procedures and/or technologies necessary for the integration of the 4Pay Finance API by the Customer into its website(s) and/or platform(s), making the “4P Finance Payment Gateway” available to the End User.
“4P Finance Product(s) and/or Service(s)”: means the products and/or services contracted by the Customer and made available by 4P Finance.
“Professionals”: means the representatives, agents, representatives, employees, consultants, partners, service providers and subcontractors of a Party.
“QR Code”: means the two-dimensional barcode that will be used for the purpose of facilitating the receipt of a payment transaction carried out by an End User within the scope of PIX.
“Payment Network”: means the set of individuals and/or legal entities, including Accreditors, Issuers, Brands, home institutions, partners, financial institutions, service providers, suppliers, among others, who, in accordance with the rules, procedures and contracts that regulate the activity, and with the use of operational technology and appropriate equipment, carry out the capture, routing, transmission, processing and financial settlement of transactions.
“System”: means the set of institutions, procedures, contracts, standards and operational technology necessary for the use of the “4P Finance Payment Gateway”.
“Smart contract” or “Smart contract”: means a type of self-executing contract written in a programming language, operating under the Blockchain technology infrastructure.
“Stablecoin”: means a type of cryptoactive that has its value linked to a stable asset, such as gold or fiat currency. In this case, the definition adopted in this Agreement may refer to the asset Tether (USDT) or another stablecoin, transacted on the Blockchain network(s) supported by 4P Finance.
“Technical Support”: means the service provided to the Customer and/or End User to clarify doubts, operational support, guidance on the use of 4P Finance Product(s) and/or Service(s), identification and treatment of technical failures, as well as other activities related to the operation of the technological infrastructure provided by 4P Finance, observing the channels, schedules, service levels and limitations eventually established by 4P Finance.
“Swap”: means a process that allows the exchange of a cryptoactive for another of different content and/or nature, using smart contracts, through direct interaction with the user's Wallet/Wallet.
“API Consumption Fee”: means the fee charged by 4P Finance to the Customer, for the use of the technology infrastructure (API consumption) of the 4Pay Finance API for use of the “4P Finance Payment Gateway”, according to the API request price table(s).
“POS Automatic Conversion Rate”: means the remuneration due to 4P Finance for the use of the POS functionality and for the automatic conversion of the amounts received, corresponding, on this date, to 3% (three percent) on the gross amount of the charge actually paid, unless updated in the manner provided for in this Agreement, Annex, Addendum, Term, website or official platform of 4P Finance.
“Processing Fee”: means the fee charged by 4P Finance to the End User, as consideration for processing the purchase of Stablecoin for Brazilian Real (BRL) (“on-ramp”) and sending it to the Wallet/Wallet chosen by the Customer, corresponding to a percentage calculated on the total value of the transaction carried out by the End User. Any Rate changes will be updated in the Annex, Addendum and/or Term of 4P Finance published on its website(s) and/or platform(s).
“Transactions”: means any and all acquisitions of goods and/or services offered by the Customer, submitted and processed electronically by the “4P Finance Payment Gateway”.
“U.S. Person”: means any natural or legal person classified as a U.S. Person under the laws of the United States of America, including U.S. citizens, legal permanent residents (green card holders), persons subject to the tax jurisdiction of the United States, entities constituted, organized or registered under the laws of the United States or any of its states, territories or possessions, as well as any entities controlled directly or indirectly by such persons, when applicable.
“End user”: means the natural or legal person who uses the “4P Finance Payment Gateway” through the 4Pay Finance API, carrying out payment transactions to purchase the Product(s) and/or Service(s) offered by the Customer, on its website and/or digital platform.
“Wallet”: means software and/or interface for accessing, transacting and/or custody of cryptoassets.
2. ACCESSORY DOCUMENTS
2.1. All its Annex(s), Addendum(s) and other accessory instrument(s) signed between the Parties, which make reference to this Agreement, as well as the Terms of Use, Manuals and Policies of 4P Finance, documents which regulate, in an ancillary manner, the relationship between the Customer and 4P Finance, with regard to the terms and conditions of this Agreement ("Accessory Documents") are an integral and inseparable part of this Agreement.
2.1.1. In case of conflict between the Annex(s), Addendum(s) and other instrument(s) accessory to this Agreement, the provisions of the Annexes will prevail. Unless expressly indicated otherwise in the other Accessory Documents, in the event of a conflict between the aforementioned documents and this Agreement, the provisions of the Agreement will prevail.
2.2. SPECIFIC AUTHORIZATION FOR AUTOMATIC CONVERSION AT POS
2.2.1. Enabling the POS functionality will cumulatively depend on: (i) the Customer's regular registration and active account; (ii) registration and documentary compliance, including with regard to KYC and AML procedures; and (iii) specific, free, express and unequivocal acceptance by the Customer regarding the Automatic Conversion flow of amounts received through charges generated at the POS.
2.2.2. By subscribing to the PDV functionality, the Customer authorizes 4P Finance to automatically convert the amounts actually received through the PIX QR Code generated within the scope of the PDV to the crypto asset previously chosen by them, with a discount on the PDV Automatic Conversion Rate and other operational charges that may be applicable and previously disclosed.
2.2.3. The Customer acknowledges that the activation and maintenance of the POS functionality may be refused, suspended, blocked or canceled by 4P Finance, at its sole discretion, whenever there is suspicion of fraud, registration non-compliance, operational risk, signs of misuse, non-compliance with this Agreement, the Terms of Use, 4P Finance Policies or applicable legislation.
2.3. DIGITAL ASSET PORTFOLIO AND SMART WALLET AGREEMENT
2.3.1. 4P Finance, through 4Pay Finance technology and digital environments, offers advanced digital asset wallet technology that consists of two main parts: a wallet owned exclusively by the user and a Smart Wallet Contract implemented in accordance with Account Abstraction technology standards (ERC-4337), or equivalent technological standard that replaces it.
2.3.2. Digital Asset Wallet: the digital asset wallet is the exclusive property of the user and allows the storage, receipt, movement and management of digital assets, such as cryptocurrencies and tokens, subject to the technical, operational and security limits of the solution provided by 4P Finance.
2.3.3. Smart Wallet Agreement: The Smart Wallet Agreement, implemented in accordance with ERC-4337 standards, offers advanced functionalities such as transaction automation and asset management, while maintaining the security and privacy of user funds, in the form of the applicable technology architecture.
2.3.4. User Responsibility: It is the user's sole responsibility to keep their access credentials secure and protect their digital asset portfolio from unauthorized access. 4P Finance does not have direct access to users' funds and is not responsible for losses arising from unauthorized access to the digital asset portfolio, compromise of credentials, failure to store keys, seed phrases, recovery mechanisms, or acts of third parties.
2.4. CUSTODY OF DIGITAL ASSET
2.4.1. 4P Finance provides a digital wallet and Smart Wallet technological solution, but does not exercise custody over users' digital assets.
2.4.2. Users are solely responsible for the custody, security and management of their digital assets stored in the 4Pay Finance Digital Wallet and/or in the Self-Custody Wallet indicated by them.
2.4.3. 4P Finance does not have direct access to users' digital assets and is not responsible for losses arising from unauthorized access, compromised credentials, incorrect address indication, sending to a third-party wallet, incorrect network selection, management failures, or misuse of the wallet by users.
2.4.4. Users must adopt appropriate security measures, such as protecting their access credentials and correctly using the security features offered by the 4Pay Finance Digital Wallet.
2.4.5. When using the POS functionality, the Customer may, at the time of authorizing the Automatic Conversion, choose to create a Digital Asset Wallet in the application or indicate their own Self-Custody Wallet to receive the converted assets, with the indication of a wallet held by a third party being expressly prohibited.
2.4.6. The availability of the 4Pay Finance Digital Wallet, as well as Smart Wallet functionalities, does not imply, under any circumstances, possession, control, custody, discretionary administration, autonomous movement or direct access by 4P Finance to the Customer's digital assets, such assets being controlled exclusively through cryptographic mechanisms under the Customer's own responsibility.
3. OBJECT
3.1. The scope of this Agreement is to regulate the obligations, duties and rights of each Party within the scope of offering technology infrastructure (API consumption) of the 4Pay Finance API for use of the “4P Finance Payment Gateway”.
3.2. The Parties recognize that 4P Finance is the sole holder of the exclusive rights to commercialize and make available the 4P Finance Product(s) and/or Service(s) and use of the “4Pay Finance API”, and the platform or its services cannot be used by the Customer without competent contracting with 4P Finance or companies authorized by it.
3.3. 4P Finance acts exclusively as a provider of technological infrastructure for integration of payments and conversion of assets, not carrying out financial intermediation, fundraising, granting of credit, management of third-party resources or any private activity of regulated financial or payment institutions, in accordance with applicable legislation.
4. ELIGIBILITY, CUSTOMER REGISTRATION AND REQUEST TO CONTRACT THE TECHNOLOGY INFRASTRUCTURE (API CONSUMPTION) OF THE 4PAY FINANCE API FOR USE OF THE “4P FINANCE PAYMENT GATEWAY”
4.1. To be eligible to contract the technology infrastructure (API consumption) of the 4Pay Finance API for use of the “4P Finance Payment Gateway”, the Customer confirms that:
- is a legal entity legally constituted and regular before the jurisdiction to which it is subject, whether the Brazilian jurisdiction or a foreign jurisdiction, as long as it is not constituted, headquartered, registered, located or operationally linked to the Restricted Jurisdiction, nor subject to sanctions, embargoes, regulatory restrictions, commercial limitations or impediments arising from Compliance policies of 4P Finance or its partners;
- has legal guardian(s) and/or legal representative(s) constituted in Brazil, domiciled and Brazilian tax resident(s), with sufficient capacity and power(s) to enter into legally binding contracts in the name of the legal entity Client in Brazil, as well as in their own name, being responsible, including personally, for the obligations contracted from the conclusion of this Agreement;
- develops activity(ies) of a legal nature, in accordance with Brazilian legislation, as well as the legislation applicable in the jurisdiction in which it is incorporated/registered, in the case of a foreign legal entity; and
- will be willing to provide, whenever requested by 4P Finance, any information and operational data, for the purposes of complying with KYC, AML procedures and possible court orders in the face of 4P Finance and/or the Customer, any documents relating to the registration (incorporation) and regularity (accessory documents) of the legal entity Customer, as well as any documents of its legal guardian(s) and/or legal representative(s) constituted in Brazil, for the purpose of carry out due and competent due diligence for internal compliance and compliance with the rules of public order that are applicable to 4P Finance and the Customer, including information regarding final beneficiaries (Ultimate Beneficial Owners – UBOs).
4.1.1. Without prejudice to restrictions arising from national or international economic sanctions programs, including those administered by the Office of Foreign Assets Control – OFAC, 4P Finance Products and Services are not offered, made available or intended for U.S. Persons, Canadian Persons, natural persons resident or domiciled in the United States of America or Canada, nor for legal entities incorporated, registered, headquartered or with their main establishment in these countries.
4.1.2. 4P Finance may, at any time, restrict, refuse, suspend or terminate access to its Products and Services if it identifies, directly or indirectly, a relationship between the Customer, its Final Beneficiaries (UBOs), representatives, administrators, controllers, users, operations or End Users with the United States of America, Canada, U.S. Persons, Canadian Persons or Restricted Jurisdictions, whenever such measure is necessary to comply with contractual obligations, internal risk policies, partner requirements, Compliance, anti-money laundering, economic sanctions, regulatory requirements or applicable trade restrictions.
4.2. Customer Registration and its first request for Hiring the technology infrastructure (API consumption) of the 4Pay Finance API for use of the “4P Finance Payment Gateway” must be formalized through any of the Sales and Registration Channel(s) made available and authorized by 4P Finance (“Registration”), including, but not limited to: 4P Finance platform, other company(ies) that are part of your group, and may also use other channels, such as telephone, e-mail, forms, landing page(s), all of these forms being considered valid, effective and sufficient to prove your authorship, authenticity, integrity and confidentiality, of adherence to this Agreement, even if the Customer's signature cannot be located.
4.2.1. The Customer must provide, upon Registration, in addition to the other required data, all information and data necessary for compliance analysis through KYC and AML procedures that will be carried out by 4P Finance Partner company(ies), with the Customer being, from now on, aware of the use of data and information made available for this purpose, after completing their Registration. In addition, you must provide valid and existing electronic address(es) (e-mail) and cell phone(s) for communication, being obliged to keep them updated before 4P Finance.
4.2.1.1. The Customer acknowledges that the electronic address, business address and telephone and cell phone numbers contained in its Registration are, collectively and individually, valid, effective and sufficient means for receiving any communication from 4P Finance related to any subject, term or provision of this Agreement.
4.2.1.2. 4P Finance may, at any time, request registration updates, additional documents, proof of residence, proof of domicile, proof of Final Beneficiary (UBO), source of resources, origin of assets or any other information necessary to maintain the Customer's eligibility, including to verify links with U.S. Persons, Canadian Persons or Restricted Jurisdictions.
4.3. It is hereby established that 4P Finance may, at its sole discretion, refuse, regardless of any prior communication or notice, Customer Registration and/or request additional information.
4.4. Once the Registration process has been completed, the Customer will receive, at their email address, a Confirmation E-mail with a summary of their registration data and the commercial conditions of their request to contract the 4P Finance Product(s) and/or Service(s).
4.4.1. It is the Customer's sole responsibility to verify that the aforementioned information is correct and complete, and its silence will be considered, for all purposes and effects, its express and unequivocal agreement with it.
5. IMPLEMENTATION OF THE HIRING REQUEST, COMMERCIAL CONDITIONS AND ADHERENCE TO THE CONTRACT
5.1. The Customer's consent and agreement to this Agreement, carried out through any of the Sales and Registration Channels mentioned in this Agreement, constitutes the Customer's express adherence and agreement to this Agreement, being a valid form, without defects of consent, effective and sufficient to prove its expression of full and unequivocal will, authorship, authenticity and integrity of adherence to this Agreement, including, when applicable, in accordance with art. 10, §2º, of Provisional Measure No. 2,200-2/2001, with 4P Finance being responsible, interested and approving the decision to proceed with the Contract, after carrying out internal procedures with the Partner company(ies), with regard to the Client's KYC and AML procedures.
5.1.1. The Customer's adherence to this Agreement implies its express agreement and acceptance of the application of the Processing Fee and/or API Consumption Fee in favor of 4P Finance, applicable to transactions carried out by the End User and/or Customer.
5.1.1.1. The Customer's specific adherence to the POS functionality implies his express agreement with: (i) the generation of charges via QR Code PIX for payment by third parties; (ii) the incidence of the POS Automatic Conversion Rate; (iii) the automatic conversion of amounts actually received into a crypto asset chosen by the Customer; and (iv) the remittance of the converted assets to the 4Pay Finance Digital Wallet created in the application or to the Self-Custody Wallet indicated by the Customer, with the indication of a third-party wallet/wallet being prohibited, under any circumstances.
5.1.2. For the Customer's adherence to this Agreement, no amounts, fees, tariffs and charges will be charged.
5.1.3. 4P Finance may, at its sole discretion, if it deems necessary, institute charges for the use of the technology infrastructure (API consumption) of the 4Pay Finance API for use of the “4P Finance Payment Gateway” within the scope of this Agreement, provided that it communicates to the Customer at least 15 (fifteen) calendar days in advance.
5.1.4. The Customer is aware that 4P Finance may inform the applicable rates and fees by any means indicated by the Customer for communication, including, but not limited to, the platform, email and/or telephone, including the website(s), platform(s) and/or other official channels of 4P Finance.
5.2. Any amounts that may be owed under this Agreement, through Annex(s), Addendum(s) and/or Term(s) by the Customer to 4P Finance, will be subject to annual monetary correction, calculated by the positive variation in the IGP-M/FGV observed in the previous 12 (twelve) months. If monetary correction is allowed at a lower frequency, the correction by IGP-M/FGV will automatically be calculated within the shortest period allowed. In the event of the extinction of the IGP-M/FGV index or its application becoming impracticable, the aforementioned values will immediately be corrected by the index that best reflects the variation in their monetary correction.
5.3. No company or person, even a commercial agent or support partner, is authorized to receive amounts on behalf of 4P Finance, unless expressly and formally authorized by 4P Finance.
5.4. The Customer declares to be aware and in agreement that the collection, if applicable, and the reporting of any protests, may be carried out in the square at the headquarters of 4P Finance and/or at the headquarters of the Customer, including that of its legal guardians and/or legal representatives, at the discretion of 4P Finance, and such practice absolutely does not constitute a decline or waiver of the forum elected by the parties to this Agreement.
5.5. In the event of late payment, in whole or in part, of any amounts owed by the Customer to 4P Finance under this Agreement and/or its additive contracts, regardless of any notification or communication from 4P Finance in this regard, the Customer undertakes to pay to 4P Finance the total outstanding amount plus: (a) default interest of 1% (one percent) per month, calculated pro rata die, from the due date until the date of effective full payment; (b) non-compensatory fine of 2% (two percent) levied on the total and updated outstanding amount; and (c) expenses incurred by 4P Finance due to the respective charge.
5.6. The Customer will be responsible for the postage and collection costs of any existing and unpaid financial obligations, including extrajudicial legal fees of 10% and court fees that may be determined.
5.7. 4P Finance may, without prior notice, deauthorize and/or block and/or suspend the use of the 4P Finance Product(s) and/or Service(s) and/or the technology infrastructure (API consumption) of the 4Pay Finance API for use of the “4P Finance Payment Gateway” by the Customer and/or its Agents, in the event of delay and/or non-payment, within the established deadlines, of any amounts due under this Agreement, until it is the debt is regularized, without prejudice to other measures for the collection of such amounts, including legal measures, when applicable. In this case, the Customer hereby declares and accepts that no penalty and/or fine will be applicable to 4P Finance, which will be exercising a mere right arising from the commercial relationship maintained between the Parties, within the scope of this Agreement and the Specific Conditions.
5.7.1. 4P Finance may also, without prior notice, block the use of the 4P Finance Product(s) and/or Service(s) and/or the Customer's receipt of any available resources, if fraud is suspected by the Customer and/or any operational risk is identified as a result of the conduct of the Customer and/or its Agent(s).
5.8. The Customer hereby authorizes 4P Finance, irrevocably and irreversibly, regardless of prior communication, to offset, in accordance with articles 368 to 380 of the Civil Code, its pecuniary obligations, its debts and/or any other amounts owed to 4P Finance by reason of this Agreement and/or any other instrument signed with it and/or with any company in the 4P Finance economic group, with credits of any nature or type that are owned by the Client before 4P Finance and other companies in its financial conglomerate.
5.8.1. Without prejudice to the provisions above, the Customer hereby authorizes 4P Finance, irrevocably and irreversibly, regardless of prior consultation and/or any legal or documentary act or formality, to debit, in full or in part, the amounts of the debts, in their payment and/or current accounts maintained with 4P Finance and/or any company forming part of the latter's financial conglomerate, at the bank's address and/or in other payment or current accounts, up to the limit in which the funds hold.
5.9. The Customer acknowledges that the electronic address, business address and telephone and cell phone numbers contained in the Registration maintained with 4P Finance and the Customer portal are, collectively and individually, valid, effective and sufficient means for receiving any communication from 4P Finance related to any subject, term or provision of this Agreement. Any communication, notification or warning made available on the Customer Portal and/or sent to the physical or electronic address and/or number indicated to 4P Finance is considered received by the Customer.
6. PRODUCT(S), SERVICE(S) 4P FINANCE AND SERVICE
6.1. 4P Finance may, at any time and at its sole discretion, extend, modify, replace and/or exclude any 4P Finance Product(s) and/or Service(s), as well as any specific conditions applicable to them.
6.1.1. The changes mentioned above will be communicated to the Customer who, if he does not agree with them, may request the termination of this Agreement, without imposing any charges, fines or penalties on 4P Finance and/or the Customer.
6.2. The Customer may request, at any time, the contracting or cancellation of the 4P Finance Product(s) and/or Service(s), through the service channels available for this purpose, in which case 4P Finance may, at its sole discretion, require the formalization of specific instruments and/or procedures, as indicated in due course.
6.3. The Customer hereby authorizes and agrees that the 4P Finance Product(s) and/or Service(s) may be provided by 4P Finance, by itself and/or by third parties contracted directly by it.
6.4. The Customer may designate other Branches to, under their joint responsibility, contract the 4P Finance Product(s) and/or Service(s), under the same conditions set out in this Agreement. This option must be previously informed and authorized, in writing, by 4P Finance and will be subject to possible financial increases to be negotiated and adjusted between the Parties, provided that the Registration procedures specified in Clauses 4.1 and 4.2, as well as the provisions of Clause 10.1, are observed.
6.4.1. In the event of contracting 4P Finance Services for the Branches, the Client must arrange for the Contract to be disclosed to the Branches, requiring them to strictly comply with its terms and conditions.
6.5. Customer service, for the purposes of this Agreement, may be carried out through the channels provided by 4P Finance, including the 4P Finance Customer Service Center and/or support email.
6.6. 4P Finance does not guarantee that the 4P Finance Product(s) and/or Service(s) will be uninterrupted or error-free.
7. OPERATION OF THE “4P FINANCE PAYMENT GATEWAY”
7.1. In addition to the Contract, the Customer must have a registration with access to the 4Pay Finance Dashboard to carry out the process of integrating the 4Pay Finance API into its website(s) and/or platform(s), with such integration being the responsibility of the Customer, with the purpose of making the “4P Finance Payment Gateway” available.
7.2. Upon contracting the technology infrastructure (API consumption) of the 4Pay Finance API, the use of the “4P Finance Payment Gateway” will observe the flow described below.
7.2.1. On the checkout screen, the End User will be able to purchase Stablecoin equivalent to the total final value of their transaction, including Processing Fee and/or others.
7.2.1.1. Once a Stablecoin(s) purchase order request has been initiated by the End User to 4P Finance, the End User must provide data, such as (i) inform whether they are a natural or legal person, (ii) full name, (iii) CPF number, (iv) full address, (v) contact information, such as telephone and electronic address (e-mail), (vi) inform whether they are a Politically Exposed Person (PPE), and/or (vii) other necessary data and information, all for the purposes of complying with KYC and AML procedures to be carried out by 4P Finance and/or Partner company(ies). After filling in the data provided above, the End User may, upon their full and unequivocal awareness, will and responsibility, expressed through Checkbox/Pop-up, accept the Terms of Use and/or Privacy Policy and/or others, and initiate the request for a purchase order of Stablecoin(s) for the Wallet/Wallet recipient/beneficiary of the Stablecoin(s), informed and/or defined by the Customer.
7.2.1.2. Once the Stablecoin(s) purchase order has been requested by the End User and the procedure described above has been completed, 4P Finance and/or Partner company(ies) may carry out KYC and AML procedures relating to the End User's transaction. If the transaction returns to compliance, a QR Code will be generated for payment by the End User, which can be paid in the PIX modality and/or another modality, as long as it is made available by 4P Finance. Once payment has been received by the End User, minus the Processing Fee and/or others, proof of the transaction, purchase of Stablecoin(s), will be issued and sent to the email provided by the End User.
7.2.1.3. The completion of the transaction for sending Stablecoin(s) by the End User, to the Wallet/Wallet indicated by the End User, may follow 2 (two) parameters: (i) be completed within 72 (seventy-two) hours, observing the possible flow and/or congestion of transactions in the Blockchain network used in the transaction; and/or (ii) during a period of up to 24 (twenty-four) hours, at any time that the ideal rate for transactions on the Blockchain network used in the transaction is reached, considering, for this purpose, metrics and/or criteria defined by 4P Finance.
7.2.1.4. The use of the QR Code originating from the use of the “4P Finance Payment Gateway” will be subject to: (i) the regularity of the Customer’s registration status with 4P Finance; (ii) acceptance by the End User of the Terms of Use, Privacy Policy and/or other documents, rules and/or specific conditions defined by 4P Finance; (iii) analysis and approval of the transaction by 4P Finance and/or Partner company(ies).
7.2.2. Without prejudice to the flow described in Clause 7.2.1, 4P Finance may make the POS functionality available to the Customer, through which it will be possible to generate billing via QR Code PIX for payment by third parties, with subsequent Automatic Conversion of the amounts received into a crypto asset previously chosen by the Customer.
7.2.2.1. Enabling the POS functionality will be subject to the Customer's registration regularity, approval of KYC and AML procedures, specific acceptance of the Automatic Conversion flow and compliance with other operational, technological and risk requirements defined by 4P Finance.
7.2.2.2. After the charge is generated by the Customer within the scope of the POS, the third party payer may make the payment using the PIX QR Code made available, subject to the rules of the PIX arrangement, the criteria of the paying institution, 4P Finance's internal controls and the compliance analysis applicable to the operation.
7.2.2.2.1. 4P Finance does not act as a payment institution participating in the PIX arrangement, limiting itself to providing technological infrastructure for generating charges and integrating with duly authorized third-party systems, and is not responsible for the financial settlement of transactions within the scope of the PIX system.
7.2.2.3. Once the effective receipt of payment is confirmed, 4P Finance may proceed with the Automatic Conversion of the amount received into the crypto asset chosen by the Customer, with a discount on the PDV Automatic Conversion Rate, currently set at 3% (three percent), as well as other operational charges that may be applicable and previously disclosed.
7.2.2.4. When enabling and/or using the POS, the Customer may: (i) create, in the application, a Digital Asset Portfolio of their exclusive ownership; or (ii) indicate your own Self-Custody Wallet to receive the cryptoassets resulting from the Automatic Conversion.
7.2.2.5. The indication, use, registration or linking, within the scope of the POS, of a wallet held by a third party is expressly prohibited, with the Customer being responsible, exclusively and fully, for any incorrect, inaccurate, incomplete, outdated or untrue information provided to 4P Finance.
7.2.2.6. The wallet created in the application environment constitutes a technological solution operationally accessible through the 4P Finance application, but remains the exclusive property of the Customer, not constituting custody, discretionary administration, free movement by 4P Finance, nor direct access by 4P Finance to the Customer's funds.
7.2.2.7. The Customer acknowledges that the Automatic Conversion and sending of digital assets may be subject to risk analysis, operational availability, security criteria, blockchain network congestion, additional validations, technical unavailability and other internal or external constraints applicable to the operation.
7.2.2.8. 4P Finance may, without prior notice, refuse, suspend, block or cancel operations linked to the POS, as well as the functionality itself, whenever it identifies suspected fraud, misuse of purpose, attempted use of a third-party wallet, registration non-compliance, operational risk, informational inconsistency or violation of this Agreement, the Terms of Use, 4P Finance Policies or applicable legislation.
7.2.2.9. The Customer acknowledges that all operations carried out through the POS functionality will be subject to continuous monitoring for the purposes of preventing money laundering, terrorist financing, fraud and other illicit activities, and 4P Finance may, at its sole discretion and regardless of prior notice: (i) block, suspend or cancel operations; (ii) temporarily retain amounts, when applicable; and (iii) report operations to the competent authorities, in accordance with current legislation.
7.3. The Customer declares to be aware that the approval, execution and/or completion of electronic operations carried out through the PIX will be the sole responsibility of the End Users, payment institutions and/or financial institutions indicated by the End Users, with 4P Finance having no responsibility in relation to the execution, fraud and/or errors of operations carried out through the PIX to carry out the operation.
7.3.1. Automatic Conversion does not constitute an obligation for unrestricted execution and may not be carried out due to operational factors, unavailability of liquidity, market restrictions, technical limitations, regulatory requirements or internal risk and Compliance criteria of 4P Finance.
7.4. The Customer declares to be aware that 4P Finance is not a participant in the PIX arrangement and that it only makes the QR Code available to facilitate the receipt of Brazilian Real (BRL) by the End User of payment transactions carried out by End Users through PIX.
7.5. After the cancellation of this Agreement, the Customer declares to be aware that he or she will not have access to the technology infrastructure (API consumption) of the 4Pay Finance API to use the “4P Finance Payment Gateway”, and the access credentials of his Agents will also be cancelled.
7.5.1. In case of cancellation of the technology infrastructure (API consumption) of the 4Pay Finance API for use of the “4P Finance Payment Gateway” or termination of the Agreement, the Customer undertakes, within a maximum period of 5 (five) business days, counting from the date of effective cancellation/termination, to uninstall and delete all copy(s) of the technology infrastructure (API consumption) of the 4Pay Finance API for use of the “4P Payment Gateway Finance” existing on its equipment, on its computers and electronic devices and on the computers and electronic devices of its Representatives, under penalty of bearing losses and damages incurred as a result of non-compliance, including unauthorized use of the technology infrastructure (API consumption) of the 4Pay Finance API for use of the “4P Finance Payment Gateway”.
7.6. The Customer is aware that the systems of PIX and/or the service provider(s) responsible for settlement may be unavailable during certain periods, regardless of prior notice, including in the case of scheduled maintenance, making it impossible to carry out operations.
7.7. The Customer is aware that 4P Finance may terminate the Agreement in the event of an infraction committed by the Customer, which amounts to fraud, unlawful act or improper use of the PIX arrangement.
8. CUSTOMIZATION OF TECHNOLOGICAL INFRASTRUCTURE OF “4P FINANCE PAYMENT GATEWAY”
8.1. 4P Finance may make, at its sole discretion and as long as reasonable and possible, technological adjustments and/or customizations to the 4P Finance Product(s) and/or Service(s), according to the specific needs(s) of the Customer (“Customization”). Once the Customer's request has been approved by 4P Finance, the Parties will negotiate the deadline for implementing the adjustments, as well as other applicable conditions, which may vary according to the characteristics and procedures related to the request. Such adjustments and customizations may generate extraordinary costs that must be agreed between the Parties.
8.2. For the purposes of developing the requested adjustments and/or customizations, the Parties agree that 4P Finance may require the Customer, at its sole discretion, to formalize, in satisfactory terms, specific instruments and/or procedures, as opportunely indicated by 4P Finance.
9. REPRESENTATIVES
9.1. The technology infrastructure (API consumption) of the 4Pay Finance API for use of the “4P Finance Payment Gateway” contracted by the Customer, in accordance with the terms and conditions of this Agreement, will be made available by 4P Finance for restricted and exclusive use by the Customer, through its Agents.
9.1.1. The Customer constitutes the Agents as its legitimate attorneys and representatives, with powers to, in its name and under its responsibility, carry out, depending on its access credentials, any and all acts necessary for the use of the 4P Finance Product(s) and/or Service(s), as well as to receive any and all communications and/or notifications from 4P Finance related to this Agreement and/or the 4P Finance Product(s) and/or Service(s).
9.1.2. In the event of expansion, modification or replacement of any of the 4P Finance Product(s) and/or Service(s), the Customer and Agents, from now on, undertake to know and adopt the new procedures, rules and conditions for access and use of the 4P Finance Product(s) and/or Service(s), as well as being obliged to inform the Customer or Agents of these, as applicable, exempting 4P Finance from any responsibility and/or obligation in this regard.
9.1.3. The Customer, through its Agents, is exclusively responsible: (a) for any and all acts or omissions carried out by it through its Internet access to the technology infrastructure (API consumption) of the 4Pay Finance API for use of the “4P Finance Payment Gateway”; (b) for any and all content uploaded, sent and/or transmitted by them to the “4P Finance Payment Gateway” and/or to 4P Finance; (c) for compensation for any and all losses and damages, direct or indirect, including resulting from the violation of any rights of other Agents, third parties, including intellectual property rights, confidentiality and personality, which are caused to 4P Finance, any other Agent, or, even, to any third party, including due to non-compliance with the provisions of this Agreement or any act carried out as a result of your access and use of the 4P Finance Product(s) and/or Service(s).
9.2. The Customer declares to be aware of and in accordance with the security criteria established by 4P Finance for the management of Agents and their access credentials to the technology infrastructure (API consumption) of the 4Pay Finance API for use of the “4P Finance Payment Gateway”. The assignment, use, monitoring and cancellation of Agents' access credentials are the sole and exclusive responsibility of the Customer, and they are therefore responsible for all costs and losses arising from misuse or misuse of the technology infrastructure (API consumption) of the 4Pay Finance API for use of the “4P Finance Payment Gateway” and/or other 4P Finance Product(s) and/or Service(s), as well as improper management, use, disclosure and access, incorrect, inappropriate, invalid and unauthorized credentials by Agents and third parties. The loss, theft or theft of access credentials must be immediately reported to 4P Finance, given that, in these cases, 4P Finance will not be responsible for any losses or damages incurred by the Customer, Agents and/or third parties.
9.2.1. All access credentials, including, but not limited to logins, passwords and other certificates or security devices required by 4P Finance for the use of the 4P Finance Product(s) and/or Service(s), are equivalent to the Customer's electronic signature, are for the personal and non-transferable use of the Agents and must not be disclosed to third parties.
9.3. The Client undertakes, under its sole responsibility, to demand confidential treatment from its Agents regarding the access credentials granted, as well as to take other measures necessary to protect them.
9.3.1. The access credentials of all Agents will be considered accepted as a valid and effective means of proving the authorship, authenticity, integrity and confidentiality of the activities carried out and operations carried out by the Agents, on behalf of the Customer, within the scope of the technology infrastructure (API consumption) of the 4Pay Finance API for use of the “4P Finance Payment Gateway”.
9.4. The Customer undertakes to make a copy of this Agreement available to all its Agents and inform them of the security criteria established by 4P Finance for the management of Agents and their access credentials to the technology infrastructure (API consumption) of the 4Pay Finance API for use of the “4P Finance Payment Gateway”.
9.5. For security reasons, 4P Finance may, at any time, block and/or suspend the access credentials of any Agents, therefore totally or partially preventing the use of the 4P Finance Product(s) and/or Service(s) by the Customer.
9.6. The Customer declares to be aware of and in accordance with the security criteria established for the management of access credentials to the technology infrastructure system (API consumption) of the 4Pay Finance API for use of the “4P Finance Payment Gateway”. The attribution, use, monitoring and cancellation are your sole responsibility, and you are therefore responsible for all costs arising from misuse of the tool and poor management of credentials.
9.7. 4P Finance is not responsible for breaches of the Customer's data and information resulting from acts of employees, agents or people authorized by the Customer nor those resulting from the criminal or irregular action of third parties.
10. TERM AND TERMINATION OF THE CONTRACT
10.1. This Agreement will take effect from the date of activation of the technology infrastructure (API consumption) of the 4Pay Finance API for use of the “4P Finance Payment Gateway”, which will occur after all the procedures specified in Clauses 4.1 and 4.2 have been completed, subject to compliance with the KYC and AML procedures carried out by 4P Finance Partner company(ies), in force for the period of use of the technology infrastructure (API consumption) of the 4Pay Finance API for using the “4P Finance Payment Gateway”.
10.2. The Parties may, at any time, request cancellation or full termination of the Agreement.
10.2.1. “Cancellation” means the cancellation and/or termination of certain 4P Finance Product(s) and/or Service(s) contracted by the Customer, however, without changing the contracting of the 4P Finance Product(s) and/or Service(s) that remain, for all purposes and effects, active. The Cancellation of any of the contracted 4P Finance Product(s) and Service(s) will not imply the termination or termination of this Agreement, remaining in full force, unless the Parties agree otherwise.
10.3. Without prejudice to the Clauses above, this Agreement may be terminated by 4P Finance, at any time, without the need for prior notification, causing the interruption of the Product(s) and/or Service(s), in the event of a declaration of bankruptcy, granting of a request for judicial recovery or proposition of extrajudicial recovery or declaration of insolvency of any of the Parties, as well as in the event of a fortuitous event or force majeure that makes it impossible, in whole or in part, to provide of the 4P Finance Product(s) and/or Service(s) contracted under this Agreement, upon prior notification.
10.3.1. It will also constitute just cause for immediate termination, at the sole discretion of 4P Finance, without prejudice to compensation for losses and damages that may be incurred, if the Customer fails to comply with the obligations stipulated in this Agreement, especially if the Customer takes or suffers measures, such as, but not limited to, those that follow:
the. carry out irregular transactions and/or in partial or total disagreement with the terms and conditions of this Agreement, or even suspicious and/or irregular transactions in accordance with current legislation and/or 4P Finance's fraud monitoring rules;
- carry out illegal and/or undesirable activities;
w. carry out transactions and/or adopt fraudulent or suspected fraudulent conduct;
- assign, transfer, lend, give as collateral or guarantee, deliver to third parties, without authorization from 4P Finance, the software(s) and other materials owned by 4P Finance, as well as any rights and/or obligations arising from this Agreement;
and. non-compliance with any pecuniary obligations assumed by the Customer, within the scope of this Agreement and/or its Annex(s), Addendum(s) and/or Term(s);
- identification of U.S. Person, Canadian Person, Ultimate Beneficiary (UBO), controller, administrator, representative, agent, authorized user, operation or End User linked to Restricted Jurisdiction, the United States of America or Canada, in disagreement with this Agreement, with 4P Finance's policies, with requirements of commercial partners or with applicable legal, regulatory, contractual or Compliance requirements;
- become inactive and/or remain inactive, with the Customer whose End User does not carry out any transactions within a certain period being considered inactive, at the sole discretion of 4P Finance;
- use the POS functionality in violation of this Agreement, the Terms of Use, 4P Finance Policies or applicable legislation, including by indicating a third-party wallet, providing false or inaccurate information, diverting the economic purpose of the tool, simulating operations, fraud, improper self-negotiation, or any form of irregular use of Automatic Conversion.
10.4. Additionally, if the Customer fails to comply with any provision of this Agreement and/or other legal provision, without prejudice to other measures, 4P Finance may, by itself or through third parties, at any time, at its sole discretion, without the need for any prior or subsequent notice or notification to any Agent(s) and/or any third party(ies), in any means or form, without prejudice to initiating the applicable legal measures, block, suspend, interrupt the 4P Product(s) and/or Service(s) for an indefinite period of time. Finance, terminate the access credentials of the Customer and/or any Representative and/or take other measures that it deems necessary to comply with this Agreement and for the proper functioning of the 4P Finance Product(s) and/or Service(s), at any time.
10.5. The Customer declares awareness and agreement that the termination of this Agreement will not prejudice 4P Finance's right in relation to the amounts eventually owed by the Customer under this Agreement and the Annexes and/or Amendments, as well as in relation to possible compensation owed by the Customer to 4P Finance. Furthermore, the Customer declares to be aware that it will remain obligated in relation to all responsibilities that remain in force after said termination.
11. RESPONSIBILITIES AND OBLIGATIONS OF 4P FINANCE
11.1. 4P Finance may block and/or cancel transactions carried out by the End User if:
- the existence of signs of fraud;
- the practice of activities provided for in the AML policy or violation of 4P Finance's Compliance guidelines;
- use of the service in violation of legislation to commit crimes;
- submitting false, inaccurate, incomplete or misleading KYC information;
- lack of response from the user in case of a request from 4P Finance;
saw. failure to present additional information and/or documents;
- proven bad faith on the part of the user;
- use by the user of inappropriate resources, fraudulent mechanisms, irregular technical means or any form of misuse of the 4P Finance Product(s) and/or Service(s).
11.1.1. 4P Finance will not be responsible, including pecuniarily, for any failures, delays, unavailability and/or interruptions in the functioning of the Product(s) and/or Service(s) 4P Finance arising from the need for preventive maintenance, correction and updating by 4P Finance under the terms of this Agreement, factors beyond 4P Finance's control and/or resulting from unforeseeable circumstances or force majeure, such as, without limitation: failures, delays, unavailability and/or interruptions of services, technological infrastructure systems based on DLTs and/or Blockchain, including applications developed and/or executed through smart contracts, payment systems and networks involved and concessionaires of telephone services and electricity supply, risk analysis institutions, limitations imposed by the Public Authorities, preventive maintenance and/or correction promoted by third parties, including those under the responsibility of the Client, third parties contracted by him and/or Agents, catastrophes, strikes, disturbances of public order, and other events and facts of a similar nature and/or that do not arise from the effective actions of 4P Finance, including those specified in the 4P Finance Terms of Use and/or in any of its Policies. It is important to clarify that the occurrence of such events and facts does not constitute a defect in the provision of the Product(s) and/or Service(s) 4P Finance or its liability.
11.2. 4P Finance will also not be responsible:
- by the operational rules and/or intrinsic criteria defined by the participants of the payment network(s) eventually involved in the Customer's operations, for analysis, approval, processing and/or receipt of transactions originated through other technology infrastructure(s) that, eventually, do not allow their satisfactory conclusion;
- for any changes to the rules and conditions in the payment market systems promoted by Acquirers, Issuers and other participants in the payment network(s) involved in the Customer's operations;
- for violations of the data and electronic equipment of the Customer and/or Agent(s) resulting from acts and/or omissions of Agents, people authorized by the Customer and the criminal or irregular action of third parties;
- for the improper use of the 4P Finance Product(s) and/or Service(s) by any Agent(s) or third party(ies) and/or for the content uploaded, sent and/or transmitted to the “4P Finance Payment Gateway” and/or through other 4P Finance Product(s) and/or Service(s) by the Agents;
- for losses, including, but not limited to, loss of profits and loss of revenue, caused by failures, technical impossibilities or unavailability of hardware, systems or programs of the Customer, Agents or others outside the scope of this Agreement, or as a result of infection by viruses, trojans, malware, worm, bot, backdoor, spyware, rootkit, or any other devices that may be created, as a result of Internet browsing by the Customer and/or its Agents;
saw. for access, interception, deletion, alteration, modification or manipulation of files owned by the Customer and/or Agents, when resulting from access by unauthorized third parties in a physical or virtual environment external to 4P Finance;
- for any charges generated to the Customer's End User;
- for any information, communications, advertising and/or other information used and/or associated in any way by the Customer, relating to its activity(ies) or not, which conveys and/or in any way relates to 4P Finance without its prior, express and unequivocal consent;
- others to be specified in Annex(s), Addendum(s) and/or Term(s);
- for losses, damages, delays, failures, unavailability or impossibility of recovering assets resulting from incorrect, incomplete or inaccurate indication, by the Customer, of wallet address, blockchain network, contract, token or any other technical parameter necessary for the operation;
- for losses arising from the compromise of credentials, private keys, seed phrases, authentication mechanisms, devices of the Customer or Agents, or any unauthorized access to the Digital Asset Wallet or the Self-Custody Wallet;
- for losses arising from the indication, by the Customer, of a third-party wallet, in violation of this Agreement, in which case the Customer will be exclusively and fully responsible for the effects of the operation.
11.3. For the purposes of clarifying the provisions of item ii of Clause 11.2 above, the payment method market systems that undergo changes may become inoperative, without any responsibility from 4P Finance and without any change to the commercial conditions contracted by the Customer, given that they are outside the scope of this Agreement.
12. RESPONSIBILITY, OBLIGATIONS, DECLARATIONS AND AUTHORIZATIONS OF THE CUSTOMER
12.1. The Customer assumes responsibility for maintaining all necessary conditions for the use of the technology infrastructure (API consumption) of the 4Pay Finance API for use of the “4P Finance Payment Gateway”, in particular the proper functioning of the computers and other electronic devices of the Customer and/or Agent(s), and cannot, for these reasons, question the insufficient functioning of the technology infrastructure and justify non-compliance with the commitments assumed.
12.2. The Customer is fully and exclusively responsible for the interface and/or “front-end” in which the use of the technology infrastructure occurs, including all information relating to the product(s) and/or service(s) conveyed on its website(s) and/or platform(s), even if they were developed by its Agent(s) and/or third party(ies).
12.3. The Customer must inform and/or make public and/or accessible to End Users all good practices and information regarding possible risk(s) involved in the use of the 4P Finance Product(s) and/or Service(s).
12.4. The Customer declares to be aware that it is solely and exclusively responsible for the activities, quality and origin of its product(s), as well as for the service(s) offered and/or marketed to its End User, complying with the agreed terms and conditions and/or for any other fact and/or event that is relevant, in relation to transactions carried out through the “4P Finance Payment Gateway”.
12.5. The Customer assumes the responsibility for taking immediate measures to exclude 4P Finance from being the defendant in any claims that may occur.
12.6. All possible burden(s) arising from the Customer's conduct and/or omission, directly and/or indirectly, will be subject to compensation and the exercise of the right of return, in compliance with the provisions of article 125 of the Code of Civil Procedure, as well as other legal, legal and procedural provisions, in favor of 4P Finance.
12.7. The Customer represents and warrants that:
- carries out its activities in accordance with current legislation;
- does not use the 4P Finance Product(s) and/or Service(s) to carry out illicit activities, including, but not limited to, money laundering, terrorist financing, fraud, currency evasion or any other activity prohibited by law;
w. all information provided to 4P Finance is true, complete, updated and not misleading;
- will keep your registration data always up to date, committing to immediately communicate any relevant changes;
and. will not use the 4P Finance Product(s) and/or Service(s) in violation of this Agreement, the Terms of Use and 4P Finance Policies;
- will not allow use of your account by unauthorized third parties;
- will adopt all necessary security measures to protect its access credentials, systems and operations;
- will use the POS functionality exclusively for legitimate operations, linked to its regular activities, refraining from using it for irregular intermediation, triangulation, simulation of transactions, concealment of final beneficiary, use by third parties or any illicit, improper purpose or in non-compliance with this Agreement;
- will indicate, for the purposes of receiving digital assets arising from the Automatic Conversion of the POS, exclusively a 4Pay Finance Digital Wallet created in the application or a Self-Custody Wallet owned by it, the use of a third-party wallet/wallet being prohibited;
- will check, before confirming any operation, the selected crypto asset, the blockchain network, the recipient wallet address and all technical parameters of the operation, assuming full responsibility for indication errors;
- will keep under its exclusive custody and absolute confidentiality its access credentials, keys, seed phrase, recovery mechanisms and other security elements related to the Digital Asset Wallet, the Smart Wallet and the Self-Custody Wallet, recognizing that 4P Finance does not have direct access to its funds and will not be able to recover assets lost due to error, compromise of credentials or failure attributable to the Client;
- will not use the POS functionality as a means of receiving amounts on behalf of third parties, as a passing account, informal intermediation, concealment of ownership, or any structure that aims to conceal the origin, destination or ownership of resources, under penalty of immediate suspension, contractual termination and communication to the competent authorities;
- declares that it is not a U.S. Person, Canadian Person, natural person residing or domiciled in the United States of America or Canada, nor a legal entity constituted, registered, headquartered or with its main establishment in such jurisdictions, and that its Ultimate Beneficiaries (UBOs), controllers, administrators, legal representatives, attorneys, agents, authorized users and operations are not linked, directly or indirectly, to U.S. Persons, Canadian Persons or Restricted Jurisdictions, committing to immediately inform the 4P Finance any change to this condition;
- declares that it does not appear, nor does its controllers, administrators, representatives, attorneys, agents, authorized users or Final Beneficiaries (UBOs) appear on lists of economic sanctions, restrictions, embargoes, lists of blocked persons, lists of specially designated persons or equivalent lists administered by OFAC, United Nations Security Council, European Union, HM Treasury, Government of Canada or any other lists used by 4P Finance, its partners or competent authorities;
the. declares that it will not use, allow, facilitate or make available, directly or indirectly, 4P Finance Products and Services for the benefit of U.S. Persons, Canadian Persons, persons located, resident or domiciled in the United States of America or Canada, legal entities constituted, registered, headquartered or with main establishment in these countries, or any persons or entities located, constituted, registered or linked to Restricted Jurisdictions, even if through third parties, representatives, attorneys, structures trusts, corporate vehicles, passing accounts or any mechanism designed to circumvent this restriction.
13. SECRECY AND CONFIDENTIALITY
13.1. The Parties undertake to keep all confidential information to which they have access under this Agreement in absolute secrecy.
13.2. Confidential information is considered to be all non-public information, including, but not limited to, technical, commercial, financial, strategic, operational, registration, transactional, technological, commercial, contractual, Compliance, information security, fraud prevention, KYC, AML data, customer data, End Users, Agents, partners, suppliers, business models, operational flows, integrations, codes, credentials, API keys, technical parameters, internal documentation, manuals, policies, reports, records, evidence, analysis, communications and any other information that, by its nature or the context of its disclosure, should be considered confidential.
13.3. Confidential information may only be used for purposes related to the execution of this Agreement, and its disclosure, reproduction, sharing, assignment, transfer or use for any other purpose is prohibited, except with prior and express authorization from the Party holding the information or when required by law, court order, administrative, regulatory, tax, police authority, financial intelligence unit or competent body.
13.4. The confidentiality obligation provided for in this Clause will not prevent 4P Finance from sharing information with Partner companies, service providers, technological infrastructure providers, financial institutions, payment institutions, KYC providers, AML, fraud prevention, blockchain analytics, consultants, auditors, lawyers, competent authorities or other third parties necessary for the execution of this Agreement, provided that such sharing is necessary for the provision of services, compliance with legal, regulatory or contractual obligations, regular exercise of rights, fraud prevention, risk management, Compliance, information security or meeting the purposes set out in this Agreement and the 4P Finance Policies.
13.5. The Parties shall adopt reasonable and appropriate measures to protect confidential information against unauthorized access, misuse, improper disclosure, loss, alteration, destruction or any form of inappropriate treatment.
13.6. The secrecy and confidentiality obligations will remain in force even after the termination of this Agreement, for the period necessary to protect confidential information and for the period required by applicable legislation, regulatory, contractual obligations or the legitimate interest of the Party holding the information.
13.7. Failure to comply with this Clause will subject the violating Party to applicable sanctions, including compensation for losses and damages, without prejudice to the adoption of appropriate judicial or administrative measures to prevent or remedy the disclosure, use or improper treatment of confidential information.
14. GENERAL PROVISIONS
14.1. Any tolerance by one Party towards the other regarding non-compliance with any obligation provided for in this Agreement will not imply novation, waiver, forgiveness, contractual change, mandatory precedent or modification of the conditions originally agreed, constituting mere liberality on the part of the tolerant Party.
14.2. If any provision of this Agreement is considered invalid, illegal, void, voidable, unenforceable or ineffective, in whole or in part, such circumstance will not affect the validity, legality, effectiveness or enforceability of the remaining provisions, which will remain in full force and effect. The Parties shall, whenever possible, replace the affected provision with another valid and effective one that preserves, as much as possible, the originally agreed economic and legal intention.
14.3. This Agreement will be governed by and interpreted in accordance with the laws of the Federative Republic of Brazil.
14.4. The Parties declare that they have read, understood and agree with all the terms and conditions of this Agreement, recognizing that their adherence, including by electronic means, represents a valid, free, informed, express and unequivocal expression of will.
14.5. 4P Finance may change, update, supplement or replace, at any time, the terms of this Agreement, its Annexes, Addenda, Terms, Policies, Manuals, operational rules, flows, functionalities, commercial conditions and other applicable documents, by communicating to the Customer via electronic means, platform, dashboard, e-mail, notice on the official website or any other communication channel made available by 4P Finance.
14.6. The Customer declares to be aware that continued use of the 4P Finance Product(s) and/or Service(s) after any change, update or replacement of this Agreement or any applicable documents will imply full acceptance of the new terms.
14.7. This Agreement may be signed, accepted, adhered to or proven by electronic means, with all expressions of will made by such means being considered valid, including acceptance on a platform, dashboard, checkbox, pop-up, e-mail, electronic signature, logs, systemic records, IP records, audit trails or any other digital evidence capable of demonstrating authorship, authenticity, integrity, confidentiality and expression of will.
14.8. 4P Finance may use electronic authentication mechanisms, including logs, IP records, date and time stamps, audit trails, device identifiers, session records, approximate geolocation, when applicable, and other digital evidence, such as proof of acceptance, awareness, agreement, use, operation or expression of will by the Customer, Agents and/or End Users.
14.9. 4P Finance is responsible for all taxes levied on the provision of technology infrastructure (API consumption) of the 4Pay Finance API, when such taxes are its direct legal responsibility. The Customer will be responsible for taxes, charges, fiscal, accounting, regulatory and ancillary obligations levied on its own activities, products, services, operations, revenues, transactions, sales and relationships maintained with its End Users, third parties, partners, suppliers and other people with which it has relationships.
14.10. The Customer acknowledges that 4P Finance does not act as a financial institution, payment institution participating in the PIX arrangement, digital asset custodian, securities broker, portfolio administrator, resource manager, securities distributor, institution authorized to raise funds from the public, grant credit, manage third-party resources or carry out any private activity of regulated institutions, unless and when expressly authorized by the competent authority.
14.11. This Agreement does not establish any type of company, association, joint venture, consortium, mandate, commercial representation, franchise, employment relationship, consumer relationship, exclusivity, automatic legal solidarity or subordination between the Parties, with each Party remaining fully responsible for its own obligations, activities, employees, representatives, agents, suppliers, taxes, charges and legal responsibilities.
14.12. The Customer may not assign, transfer, sublicense, share, lend, sell, pledge or otherwise dispose of, in whole or in part, the rights and obligations arising from this Agreement without the prior and express authorization of 4P Finance.
14.13. 4P Finance may assign, transfer, subcontract or share, in whole or in part, the rights and obligations arising from this Agreement, upon communication to the Customer, especially in cases of corporate reorganization, merger, spin-off, incorporation, sale of assets, portfolio transfer, hiring of suppliers, service providers, technological partners, operational partners or companies in the same economic group.
14.14. This Agreement, together with its Accessory Documents, Annexes, Amendments, Terms, Policies, Manuals, communications, commercial conditions and other applicable documents, constitutes the entire agreement between the Parties in relation to its purpose, replacing previous understandings, communications, proposals, negotiations or instruments, verbal or written, that deal with the same subject matter.
14.15. The Parties elect electronic means as valid, effective and sufficient for communication, notification, expression of will, acceptance, formalization, proof of authorship, recording of operations, sending documents, sending information, updating registration, requesting clarifications, acknowledging contractual changes and other acts related to this Agreement.
14.16. The Client acknowledges that 4P Finance does not provide brokerage services, open market trading, discretionary administration, financial intermediation, investment consultancy, investment recommendation, asset management, custody of crypto-assets or any service that involves possession, control, free movement, administration or autonomous disposition of digital assets owned by the Client, being limited to the provision of technology for conversion, integration, automation and connection with external infrastructures, as applicable.
14.17. GEOGRAPHIC, COMMERCIAL AND JURISDICTION RESTRICTIONS
14.17.1. The Customer acknowledges that 4P Finance Products and Services are not directed, offered or made available to U.S. Persons, Canadian Persons, natural persons resident or domiciled in the United States of America or Canada, legal entities incorporated, registered, headquartered or with main establishment in these countries, or any persons or entities located, constituted, registered or linked to Restricted Jurisdictions.
14.17.2. The use of 4P Finance Products and Services by such people is prohibited, regardless of the location of access to the platform or the use of intermediary structures, representatives, attorneys, agents, authorized users, corporate vehicles, fiduciary structures, pass-through accounts or any mechanisms intended to circumvent this restriction.
14.17.3. 4P Finance reserves the right to request additional information, documents and evidence to verify residence, domicile, corporate constitution, Ultimate Beneficiary (UBO), place of operation, place of access, origin of resources, operational link or any other relevant element for eligibility purposes, and may suspend, restrict or immediately terminate the commercial relationship if it identifies non-compliance with this provision.
14.17.4. 4P Finance may also restrict, block, suspend, cancel or refuse operations, access, registrations, integrations, functionalities, conversions, transactions or commercial relationships whenever it identifies signs of attempted direct or indirect use of 4P Finance Products and Services by U.S. Persons, Canadian Persons, people or entities linked to the United States of America, Canada or Restricted Jurisdictions, or whenever such measure is necessary to comply with legal, regulatory, contractual, political obligations internal affairs, requirements of business partners, Compliance rules, prevention of money laundering, prevention of terrorist financing, fraud prevention, economic sanctions or risk management.
14.17.5. The Customer undertakes not to promote, disclose, make available, facilitate, intermediate or allow access to 4P Finance Products and Services by people or entities prevented under the terms of this Clause, being fully responsible for any losses, damages, sanctions, costs, expenses, complaints, mandatory communications, administrative measures, blocks, restrictions, penalties or consequences arising from failure to comply with this obligation.
15. JURISDICTION
15.1. The jurisdiction of the District of Recife, State of Pernambuco, is hereby elected to resolve any disputes arising from this Agreement, with express waiver of any other, however privileged it may be, unless otherwise legally provided for.
15.2. The Parties undertake, whenever possible, to seek an amicable solution for any disagreements arising from the interpretation, execution, compliance, default, termination or expiration of this Agreement, without prejudice to the adoption of applicable judicial, administrative, arbitration, regulatory or extrajudicial measures when necessary to protect rights, comply with legal, regulatory or contractual obligations, preserve operational security, prevent fraud, prevent money laundering, prevent the financing of terrorism, comply with economic sanctions or comply with orders from competent authorities.
And, as they are fair and contracted, the Parties recognize the validity, effectiveness and binding force of this Agreement, including when accepted or formalized electronically, in accordance with applicable legislation.
Recife/PE, 03/06/2026.
4P FINANCE PROVIDER OF SERVICES OF ATIVOS VIRTUAIS LTDA.
CUSTOMER