Terms of Use

Troopix - Master Terms of Service

Preamble

This Terms of Service Agreement (the “Agreement”) is entered into by and between Ligiga LLC, a american company, with its principal place of business at 3 PARKLANE BLVD, SUITE 1005W, Dearborn, Michigan, ZIP 48126 ("Troopix," "we," "us," or "our"), and the entity or individual agreeing to these terms ("Merchant," "you," or "your"). This Agreement sets forth the terms and conditions governing the Merchant's use of the Troopix Service.

1. Acceptance and Scope of the Agreement

1.1. Binding Agreement. This Agreement is a legally binding contract. It governs your access to and use of the Troopix Service. The full Agreement consists of these Terms of Service and all policies, notices, and schedules incorporated herein by reference, including: a) The Troopix Privacy Policy; b) The Troopix Acceptable Use Policy; c) The Pricing Schedule applicable to your account, as made available within the Troopix Platform; and d) Any country-specific addendums or annexes that apply to you based on your jurisdiction.

1.2. Service Overview. The "Service" collectively refers to the provision of technology and services by Troopix that enable Merchants to accept payments from buyers ("Buyers") using the Brazilian PIX payment method. The Service includes, but is not limited to, the generation of dynamic QR codes, the processing of PIX transactions, the execution of currency conversion, the settlement of funds to the Merchant's designated bank account, and the provision of associated software, platforms, and support.

1.3. Affirmative Acceptance. You affirmatively accept this Agreement by performing any of the following actions: creating an account, clicking "I Agree" (or a similar button or checkbox) during the sign-up process, or by accessing or using any component of the Service. If you do not agree to be bound by every provision of this Agreement, you are not authorized to access or use the Service and must immediately cease doing so.

1.4. Authority to Bind Entity. If you are accepting this Agreement on behalf of a corporation, partnership, or other legal entity, you represent and warrant that you are an authorized representative of that entity with the legal authority to bind the entity to this Agreement. All references to "you" or "Merchant" in this Agreement shall refer to such entity.

1.5. Modification of Agreement. We reserve the right, in our sole discretion, to modify, amend, or replace any part of this Agreement at any time. We will provide notice of any material changes by updating the "Last Updated" date of this Agreement, by posting a notification on our platform, or by sending an email to your registered address. It is your responsibility to review this Agreement periodically for changes. Your continued use of or access to the Service following the posting of any changes to this Agreement constitutes acceptance of those changes.

2. Definitions

For the purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. Any other capitalized term used but not defined herein shall have the meaning ascribed to it in the relevant section of this Agreement.

2.1. "Buyer" means an end-customer of the Merchant who uses the PIX network to make a payment for goods or services offered by the Merchant.

2.2. "Crypto-Asset Settlement" means the internal and intermediary process used by Troopix to facilitate the cross-border transfer and currency conversion of funds. This process may involve the conversion of funds from one fiat currency into one or more crypto-assets for transmission, followed by the conversion of such crypto-assets back into a different fiat currency for the purpose of executing a Payout to the Merchant.

2.3. "Holdback" or "Rolling Reserve" means a portion of the Merchant's funds, as determined by Troopix based on its risk assessment, that is temporarily withheld from the Payout amount. The purpose of the Holdback is to secure Troopix against actual or anticipated losses arising from MEDs, refunds, chargebacks, or other liabilities associated with the Merchant's account.

2.4. "MED (Mecanismo Especial de Devolução)" means the official fund-return mechanism of the PIX payment system, as established and regulated by the Central Bank of Brazil. The MED provides a formal process for a Buyer to dispute a transaction and potentially recover funds in cases of suspected fraud or operational failures.

2.5. "Merchant" means the legal entity or sole proprietor that has created an account and entered into this Agreement to use the Service for business purposes.

2.6. "Payout" means the transfer of funds by Troopix to the Merchant's verified bank account. The Payout amount is the total of processed PIX transactions minus any applicable Fees, Holdbacks, MEDs, refunds, and other liabilities.

2.7. "PIX" means the Brazilian instant payment system created, owned, and operated by the Central Bank of Brazil (Banco Central do Brasil).

2.8. "Platform" means the technology, including the Troopix web dashboard, mobile applications, application programming interfaces (APIs), and point-of-sale (POS) software, made available by Troopix for the Merchant to access and use the Service.

2.9. "Service" means the collective provision of technology and services by Troopix that enable Merchants to accept payments from Buyers using PIX. The Service includes, but is not limited to, the generation of dynamic QR codes, the processing of PIX transactions, the execution of currency conversion through Crypto-Asset Settlement or other means, the settlement of funds, and the provision of the Platform and associated support.

3. Merchant Eligibility and Account Registration

3.1. Eligibility. To be eligible to create an account and use the Service, you represent and warrant that: a) You are a corporation, limited liability company, partnership, sole proprietorship, or another legal business entity, duly organized, validly existing, and in good standing under the laws of the jurisdiction in which you are established; b) You will use the Service solely for legitimate business and commercial purposes and not for any personal, family, or household use; c) Your business and activities are not included in our Acceptable Use Policy, and you will not use the Service for any illegal, fraudulent, or prohibited purposes; d) You are not located in, under the control of, or a national or resident of any country subject to comprehensive financial sanctions, and you are not yourself listed on any sanctions list maintained by relevant governmental authorities; and e) The individual creating the account on your behalf is at least 18 years of age and possesses the full legal authority to enter into this Agreement and bind you to its terms.

3.2. Registration and Verification. To register for the Service, you must provide accurate, current, and complete information as prompted by our registration process (the "Onboarding Process"). You authorize Troopix, directly or through trusted third-party service providers, to make any inquiries and perform any verification checks we deem necessary to validate your identity and assess the risk associated with your business. This process will include Know Your Customer (KYC) and Know Your Business (KYB) checks on your principals, directors, and beneficial owners, as required to comply with applicable Anti-Money Laundering (AML) and Counter-Financing of Terrorism (CFT) regulations. You agree to cooperate fully with this process and to keep your account information updated at all times. We reserve the right, in our sole discretion, to refuse registration or to later suspend or terminate your account if any information provided is found to be false, inaccurate, or incomplete, or if you fail to meet our risk and compliance standards.

3.3. Account Security. You are solely and entirely responsible for maintaining the confidentiality and security of your account credentials, including your password, API keys, and any other secret access tokens. You are fully responsible for all activities that occur under your account, whether or not such activities are authorized by you. Troopix shall not be liable for any loss or damage arising from your failure to protect your account credentials. You agree to immediately notify Troopix in writing of any suspected or actual unauthorized use of your account or any other breach of security.

4. The Troopix Service

4.1. Service Description. Subject to your ongoing compliance with all terms and conditions of this Agreement, Troopix grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Service. The Service provides you with the technology and capability to accept payments from Buyers initiated via the PIX network in Brazilian Reais (BRL). Upon successful authorization of a PIX transaction from a Buyer, Troopix will process the transaction, facilitate the conversion of the funds into your designated local currency (e.g., USD, CLP, ARS), and subsequently initiate a Payout of the net amount to your designated and verified bank account, as further detailed in this Agreement.

4.2. Appointment as Limited Payment Collection Agent. You hereby appoint Troopix as your limited payment collection agent solely for the purpose of accepting funds from Buyers purchasing your goods and services. You agree that payment made by a Buyer to Troopix (or its designated BaaS partner) shall be considered the same as a payment made directly to you, extinguishing the Buyer's payment obligation to you. You agree to provide the goods or services to the Buyer in the agreed-upon manner as if you had received the payment directly, regardless of whether Troopix settles the funds to you. Troopix accepts this appointment, assuming the liability for remitting the settled funds to you, subject to the terms of this Agreement. Troopix does not act as a fiduciary or trustee of the Merchant or the Buyer.

4.3. Service Availability. Troopix will use commercially reasonable efforts to keep the Service operational. However, we do not guarantee that the Service will be uninterrupted, timely, secure, or error-free. You acknowledge that the Service may be subject to limitations, delays, including suspensions as described in Section 5.6 and other problems inherent in the use of the internet, electronic communications, and payment networks, and that Troopix is not responsible for any such delays, delivery failures, or other damage resulting from such problems.

5. Fees, Surcharging, and Payment (Revised Version)

5.1. Fee Responsibility. The Merchant is ultimately responsible for the payment of all fees and charges for the use of the Service, as set forth in the Pricing Schedule made available within your authenticated Troopix Platform dashboard (the "Pricing Schedule"). The Pricing Schedule is incorporated by reference into this Agreement.

5.2. Pricing Models and Buyer Surcharges. Your applicable pricing model will be detailed in your Pricing Schedule. a) Merchant-Paid Model: If your model specifies that fees are paid by the Merchant, the fees will be calculated on the transaction amount and deducted from your Payouts as described below. b) Buyer Surcharge Model: If your model permits you to pass the Service fees on to the Buyer (a "Surcharge" or "Convenience Fee"), you are solely and entirely responsible for clearly and conspicuously disclosing the exact amount of this Surcharge to the Buyer BEFORE the transaction is initiated. The Surcharge must be presented separately from the price of the goods or services. You represent and warrant that you will comply with all applicable local laws, regulations, and payment network rules regarding surcharging.

5.3. Authorization and Payment of Fees. You hereby irrevocably authorize Troopix to collect its fees by deducting them from the total transaction amount collected from the Buyer (which may include a Surcharge, if applicable) prior to calculating the final Payout amount. You will be provided with regular statements within your Platform dashboard detailing all amounts, corresponding fees, and other charges.

5.4. Changes to Fees. Except as otherwise provided in Section 5.6 (Emergency Changes), we reserve the right to change our fees at any time. We will provide you with at least thirty (30) days' prior written notice of any changes. Fee decreases may take effect immediately without prior notice. Your continued use of the Service after this notice period will constitute your acceptance of the new fee structure.

5.5. Taxes. All fees charged by Troopix are exclusive of any applicable taxes. You are solely responsible for determining, collecting, reporting, and remitting any and all Taxes arising from the sale of your goods and services and/or any Surcharges you apply to Buyers.

5.6. Emergency Changes due to Extreme Market Volatility. Notwithstanding Section 5.4 (Changes to Fees), you acknowledge and agree that the Service is exposed to sudden and extreme shifts in market conditions. An "Extraordinary Event" shall be defined as, but not limited to: (a) a devaluation or appreciation of any currency relevant to your transactions by more than a pre-defined percentage in a 24-hour period, as reported by a major financial data provider; (b) a significant disruption in the liquidity or trading of any crypto-asset used in the Crypto-Asset Settlement process; or (c) the sudden imposition of new taxes, capital controls, or other regulations by a governmental authority that materially impacts the cost of providing the Service.

In the event of an Extraordinary Event, Troopix reserves the right to take immediate, temporary measures to protect the integrity of the Service and mitigate losses, without the standard thirty (30) days' prior notice. Such measures may include: i. Applying a temporary surcharge to affected transactions; ii. Adjusting the currency conversion (FX) spread; or iii. Temporarily suspending transactions or Payouts for a specific currency corridor.

We will notify you of any such emergency measures as soon as commercially practicable. These measures will remain in effect only for the duration of the Extraordinary Event. If you do not agree to these emergency measures, your sole recourse is to immediately cease using the Service.

6. Settlement, Payouts, and Holdback (Rolling Reserve)

6.1. Payout Schedule. Troopix will process and initiate Payouts to your designated bank account on a target schedule of one business day following the transaction date (T+1). You acknowledge that this schedule is a target and not a guarantee. Payouts may be delayed by factors beyond our control, including but not limited to: weekends, banking holidays in either the Buyer's or Merchant's jurisdiction, processing delays by banking partners, system downtime, or reviews required by regulatory or compliance obligations.

6.2. Payout Conditions. Payouts will only be initiated to a valid business bank account that has been verified during the Onboarding Process and is registered in your legal business name. It is your sole responsibility to ensure that your bank account information is accurate and kept current on the Platform. We are not liable for any losses incurred due to incorrect bank account information provided by you. Payouts will only be processed if you have a positive available balance after all applicable fees, charges, and other liabilities have been deducted. You acknowledge and agree that Troopix may utilize third-party regulated financial institutions or licensed payment processors (collectively, "Payout Partners") to execute the Payout to your bank account. You authorize Troopix to instruct such Payout Partners to disburse funds on your behalf.

6.3. Right to Implement a Holdback (Rolling Reserve). You acknowledge and agree that Troopix reserves the right, in its sole discretion, to implement a Holdback on your account at any time. A Holdback is a portion of your funds that is temporarily withheld from your Payouts to serve as a reserve against potential losses. The decision to apply a Holdback may be based on a variety of risk factors, including but not limited to: your business type (MCC), your transaction history, a high volume of MEDs or Buyer disputes, your compliance history, or our general assessment of the risk associated with your account. The specific percentage and duration of any Holdback applied to your account will be determined by Troopix and communicated to you through the Platform dashboard.

6.4. Right of Set-Off. You grant Troopix the right to "set-off" any outstanding liabilities or amounts you owe to us under this Agreement. This means we may debit or deduct such amounts from your pending Payouts, from your funds held in a Holdback, or from any other funds associated with your account. This includes, but is not limited to, amounts owed from MEDs, Buyer refunds that you fail to process, and any unpaid fees.

7. Acknowledgment of Crypto-Asset Settlement and Inherent Risks

7.1. Disclosure of Settlement Process. You understand and agree that in order to facilitate cross-border payments and currency conversion, Troopix, at its sole discretion, may utilize crypto-assets (specifically USD-pegged stablecoins such as USDC or USDT) as an intermediary settlement rail. You acknowledge that while you will only ever receive Payouts in your designated local fiat currency, the underlying transfer of value from Brazilian Reais (BRL) to your local currency may involve one or more transactions in crypto-assets conducted by Troopix and its financial partners. At no point will the Merchant be required to hold, custody, or directly transact in crypto-assets.

7.2. Acknowledgment and Acceptance of Inherent Risks. By using the Service, you represent that you have a sophisticated understanding of the risks associated with crypto-assets and you explicitly acknowledge and agree to assume the following inherent risks, for which Troopix shall not be held liable:

a) Regulatory Risk: The legal and regulatory treatment of crypto-assets is uncertain and subject to rapid change in all jurisdictions, including Brazil and the Merchant's country of operation. A new law, regulation, tax, or a change in interpretation by a governmental authority could materially and adversely affect the Crypto-Asset Settlement process, potentially leading to delays, suspension of the Service, or loss of funds.

b) Market & Volatility Risk: The value of crypto-assets is extremely volatile. While Troopix employs measures to mitigate exposure to price fluctuations during the settlement window, you acknowledge that sudden and extreme market movements can occur. In such cases, the emergency provisions outlined in Section 5.6 (Emergency Changes due to Extreme Market Volatility) may apply.

c) Security & Custody Risk: The Crypto-Asset Settlement process relies on complex software and third-party infrastructure, including digital wallets and exchanges. These systems are potential targets for cyber-attacks and may be subject to technical vulnerabilities. While Troopix employs commercially reasonable security measures, the risk of loss due to a security breach, operational failure, or the insolvency of a third-party partner cannot be entirely eliminated.

d) Transaction Finality: Transactions recorded on a blockchain are often irreversible. Once a step in the Crypto-Asset Settlement process is executed and confirmed on-chain, it generally cannot be canceled or reversed. This finality limits the recourse available in the event of an error or unauthorized transaction.

7.3. Assumption of Risk. Your decision to use the Troopix Service is made with full knowledge and acceptance of the risks detailed in this section. You agree that you are using the Service at your own risk and that Troopix is not liable for any losses, delays, or service failures arising directly from these inherent risks, provided that Troopix has acted in a commercially reasonable manner.

8. Merchant Responsibilities for Refunds, Disputes, and MEDs

8.1. Merchant's Refund Policy. You are solely responsible for establishing, communicating, and adhering to a clear and fair refund policy for your goods and services. Your refund policy must comply with all applicable laws and regulations of the jurisdiction in which you operate. Troopix is not a party to the relationship between you and the Buyer, and you are solely responsible for handling all customer service inquiries, returns, and refunds. While the Platform may provide tools to facilitate a refund transaction, Troopix has no obligation to mediate disputes between you and a Buyer.

8.2. Handling of Disputes and MEDs. You acknowledge that all PIX transactions are subject to the dispute resolution rules of the PIX payment system, including the Mecanismo Especial de Devolução (MED), as regulated by the Central Bank of Brazil. A Buyer may initiate a MED for reasons including, but not limited to, suspected fraud or operational failure. a) Dispute Window: You understand that a MED may be initiated by a Buyer up to 80 days following the date of the original transaction.

b) Merchant Cooperation: Upon receiving a notification of a MED or other dispute from Troopix, you agree to cooperate fully and promptly. You must provide all requested information and supporting evidence (such as receipts, invoices, shipping confirmations, or other proof of a legitimate transaction) within forty-eight (48) hours of receiving such a request from us. You acknowledge that failure to provide adequate evidence within this timeframe may result in the dispute being decided in favor of the Buyer.

8.3. Financial Responsibility and Authorization to Debit. You are fully liable for the total amount of any MED, chargeback, or other dispute that is decided in favor of the Buyer, plus any associated fees, fines, or penalties levied by our financial partners or regulatory authorities. You explicitly and irrevocably authorize Troopix to recover these amounts by debiting, withholding, or setting-off funds from: a) Your pending Payouts; b) Your funds held in a Holdback (Rolling Reserve); c) Any other funds associated with your Troopix account; or d) Your registered Payout bank account via direct debit or other lawful means.

If the funds in your Troopix account are insufficient to cover your liability, you agree to pay Troopix the outstanding amount immediately upon demand.

9. Data License Grant

9.1. Merchant Data. In the course of using the Service, you will submit and generate various data, including but not limited to, transaction details, volumes, and customer behavior information ("Merchant Data"). Troopix will handle all Merchant Data in accordance with our Privacy Policy.

9.2. License Grant. You hereby grant to Troopix a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use, copy, modify, process, and create derivative works from your Merchant Data for the purposes outlined below.

9.3. Permitted Uses. The license granted in Section 9.2 is for the sole purposes of: a) Operating and improving the Service, including enhancing our risk management models, fraud detection algorithms, and for internal analytics; b) Creating anonymized and aggregated statistical data and reports for the purpose of producing market intelligence and industry trend analysis; and c) Providing you and the broader Troopix Merchant community with valuable insights, such as performance benchmarks and regional sales trends.

9.4. Data Privacy. For the avoidance of doubt, Troopix will not publicly share, sell, rent, or lease your specific Merchant Data in any manner that identifies you, your business, or your customers to a third party without your prior written consent. All data used for market intelligence reports or community insights will be presented exclusively in an anonymized and aggregated format, such that it cannot be traced back to any individual Merchant.

10. Merchant Obligations and Covenants

In addition to all other obligations set forth in this Agreement, you covenant, represent, and warrant that you will, at all times during the term of this Agreement:

10.1. Maintain Accurate Information. Keep all information associated with your Troopix account, including but not limited to your business registration, beneficial ownership, and bank account details, current, complete, and accurate. You must promptly update your account with any changes.

10.2. Comply with All Applicable Laws. Comply with all applicable local, state, national, and international laws and regulations in connection with your use of the Service. This includes, but is not limited to, laws related to data privacy and security, consumer protection, advertising, and the payment for and fulfillment of goods and services.

10.3. Adhere to Troopix Policies. Strictly adhere to this Agreement and all other policies issued by Troopix, as they may be amended from time to time, including, without limitation, our Acceptable Use Policy and Privacy Policy.

10.4. Responsibility for Personnel. Be solely and fully responsible for the actions, omissions, fraud, or negligence of all your employees, directors, officers, agents, and contractors (collectively, "Personnel") who access or use your Troopix account or the Service. You are liable for any breach of this Agreement by your Personnel.

10.5. Customer Service. Be solely responsible for all aspects of customer service for your Buyers. This includes providing a clear description of your goods and services, fulfilling all orders promptly, and handling all Buyer inquiries, complaints, and disputes directly.

10.6. Security. Maintain adequate security measures to protect your systems, devices, and any Troopix-related data from unauthorized access, use, or disclosure. You are responsible for any security breaches originating from your systems.

10.7. Cooperation. Cooperate fully with Troopix to investigate any suspected illegal, fraudulent, or improper activity on your account. This includes providing timely access to any relevant records or documentation upon our reasonable request.

11. Intellectual Property Rights

11.1. Troopix Ownership. You acknowledge and agree that the Service and the Platform, including but not limited to all underlying software, technology, APIs, documentation, trademarks, logos, trade names, designs, and any other materials or content provided by Troopix (collectively, "Troopix IP"), are the sole and exclusive property of Troopix and its licensors. The Troopix IP is protected by copyright, trademark, and other intellectual property laws. This Agreement does not grant you any rights, title, or interest in or to the Troopix IP, except for the limited license expressly granted below.

11.2. Limited License Grant. Subject to your full and ongoing compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Service and Platform. This license is granted for the sole purpose of conducting your internal business operations as a Merchant, strictly in the manner intended and permitted by this Agreement. All rights not expressly granted to you in this Agreement are reserved by Troopix.

11.3. License Restrictions. You shall not, and shall not permit any third party to: a) copy, modify, or create derivative works of the Service or any Troopix IP; b) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the software underlying the Service; c) sell, resell, lease, license, or distribute the Service to any third party; or d) use the Troopix name, trademarks, or logos in any way without our prior written consent, except as required to identify the use of the Service.

11.4. Feedback. If you provide Troopix with any suggestions, ideas, improvements, or other feedback regarding the Service ("Feedback"), you hereby grant Troopix a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to use, reproduce, modify, and incorporate such Feedback for any purpose, without any obligation or compensation to you.

12. Term and Termination

12.1. Term. This Agreement commences on the date your account is approved by Troopix and continues until terminated by either you or Troopix as set forth in this section.

12.2. Termination by Merchant. You may terminate this Agreement for any reason by providing us with at least thirty (30) days' prior written notice. To terminate your account, you must follow the account closure procedures specified within the Platform.

12.3. Termination by Troopix. a) For Convenience: Troopix may terminate this Agreement for any reason by providing you with at least thirty (30) days' prior written notice. b) For Cause: Troopix may suspend your access to the Service and/or terminate this Agreement immediately and without prior notice if: i. You breach any material provision of this Agreement, including any documents incorporated by reference; ii. You engage in any activity that is fraudulent, illegal, or in violation of our Acceptable Use Policy; iii. You become insolvent, enter into bankruptcy or receivership proceedings, or make an assignment for the benefit of your creditors; or iv. We determine, in our sole discretion, that your activities pose an unacceptable level of risk to Troopix, our other users, or our financial partners.

12.4. Effect of Termination. Upon the effective date of termination: a) Your license to access and use the Service will be immediately revoked. b) Your account will be closed, and you will no longer be able to process transactions. c) Any outstanding amounts owed by you to Troopix, including all unpaid fees and liabilities, will become immediately due and payable. d) You agree to cease all use of Troopix IP and remove any Troopix branding or payment marks from your premises or website.

12.5. Final Settlement. Upon termination, we will conduct a final settlement of funds held in your account. You acknowledge and agree that Troopix reserves the right to withhold the final Payout for an extended period, typically between 90 to 180 days, after your account is closed. This hold period is necessary to protect Troopix against trailing risks, including any potential losses from MEDs (which may be initiated up to 80 days after a transaction) or other disputes that may arise after termination. Following this hold period, we will release any remaining funds after deducting all outstanding fees, MED-related losses, and any other amounts owed to Troopix.

12.6. Survival. The termination of this Agreement will not relieve either party of any obligations that are intended to survive termination. The following sections shall survive and continue in full force and effect: Section 2 (Definitions), Section 5 (Fees, Pricing, and Invoicing, for amounts owed), Section 8 (Financial Responsibility and Authorization to Debit), Section 9 (Data License Grant), Section 11 (Intellectual Property Rights), this Section 12.6 (Survival), and Sections 13, 14, and 15.

13. Disclaimers and Limitation of Liability

13.1. Warranty Disclaimer. THE SERVICE IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TROOPIX AND ITS AFFILIATES, PARTNERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TROOPIX DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. ANY USE OF THE SERVICE IS AT YOUR OWN RISK.

13.2. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TROOPIX, ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICE, EVEN IF TROOPIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TROOPIX'S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES PAID BY YOU TO TROOPIX DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3. Jurisdictional Exceptions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

14. Indemnification

14.1. Indemnification. You agree to defend, indemnify, and hold harmless Troopix and its affiliates, and their respective directors, officers, employees, and agents (the "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with: a) Your breach of any provision of this Agreement or any documents incorporated by reference; b) Any third-party claim arising from the goods or services you provide to Buyers, including but not limited to claims for product liability, personal injury, or consumer protection violations; c) Your violation of any applicable law, rule, or regulation; d) Your gross negligence, willful misconduct, or fraudulent activity; e) Any taxes, fees, or other charges that you are responsible for under this Agreement; or f) Any security breach or data compromise originating from your systems or personnel.

14.2. Procedure. We will provide you with prompt written notice of any claim for which we seek indemnification. You agree to assume control of the defense and settlement of any such claim; provided, however, that we may at any time elect to take over control of the defense and settlement of any such claim. You may not settle any claim without our prior written consent if such settlement imposes any obligation or admission of liability on our part. We agree to provide reasonable cooperation to you in the defense of any claim at your expense.

Perfeito, vamos para a última seção do nosso "Core ToS".

Conforme você indicou, esta seção é um placeholder. O texto abaixo é uma estrutura padrão e robusta que você deve levar ao seu advogado. Ele(a) irá preencher as lacunas com as jurisdições e regras mais estratégicas para a Troopix. É a seção que mais sofrerá alterações em cada "anexo" de país.

15. Governing Law and Dispute Resolution

15.1. Governing Law. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Michigan, USA, without regard to its conflict of law principles.

15.2. Informal Dispute Resolution. In the event of any dispute, the parties agree to first attempt to resolve the matter informally by providing written notice to the other party describing the nature of the dispute. The parties shall engage in good faith negotiations for a period of thirty (30) days from the date of the notice.

15.3. Binding Arbitration. If the dispute cannot be resolved informally pursuant to Section 15.2, you and Troopix agree that any and all disputes arising out of this Agreement shall be resolved exclusively through final and binding arbitration, rather than in court. The arbitration will be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration will be conducted by a single, neutral arbitrator, and the seat, or legal place, of arbitration shall be Dearborn, Michigan, USA. The language of the arbitration shall be English. The arbitrator's award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

15.4. Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND TROOPIX AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION.

15.5. Venue. To the extent that any lawsuit or court proceeding is permitted under this Agreement, the parties agree to submit to the exclusive jurisdiction of the state and federal courts located in Dearborn, Michigan, USA.

16. Notices

16.1. Method of Notice. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing. a) To Merchant: We may provide any Notice to you under this Agreement by: (i) posting a notification on the Troopix Platform dashboard; or (ii) sending an email to the email address associated with your account. b) To Troopix: To give us Notice under this Agreement, you must contact us by email at legal@troopixpay.com or by personal delivery, overnight courier, or registered or certified mail to our address of record as listed in the Preamble of this Agreement.

16.2. Receipt of Notice. A Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section. Notice provided by email shall be deemed to have been received on the date it is sent, provided no "system error" or other notice of non-delivery is generated. Notice provided by posting on the Platform shall be deemed received on the date it is posted.

16.3. Responsibility for Contact Information. It is your sole responsibility to ensure that the contact information, including the email address, associated with your account is current and accurate at all times. Troopix shall not be liable for any loss or damage you may suffer as a result of your failure to receive a Notice, provided we sent it to the contact information on file for your account.