PREAMBLE
These Terms of Use (“Terms”) govern access to and use of the software platform, the application programming interface and the control dashboard made available by TESA (corporate name, CNPJ and registered office will be provided in the version in force) (“Tesa”), under the Tesa brand and the t3sa.com domain. These Terms constitute a binding contract between Tesa and the legal entity that accepts them (“Client”). The Service is offered exclusively through the API and the dashboard, under standardized terms, and Tesa does not enter into individual agreements with each Client, except for the Enterprise Service Order provided for in these Terms. READ CAREFULLY, ESPECIALLY CLAUSES 4 (NATURE OF THE SERVICE), 14 (RISKS), 19 (LIMITATION OF LIABILITY) AND 24 (GOVERNING LAW AND DISPUTE RESOLUTION), WHICH ARE HIGHLIGHTED BECAUSE THEY LIMIT RIGHTS OR ALLOCATE RISKS.1. DEFINITIONS
1.1. For the purposes of these Terms, the terms below, in the singular or plural, have the following meanings: a) API: Tesa’s application programming interface, including endpoints, SDKs, webhooks, libraries and the related Documentation. b) Client Assets: USDC, USDY, BUIDL and any other virtual assets, tokens, securities or rights owned by the Client and held in Client Wallets. c) Approval: the Client’s expression of intent, issued by an Authorized User or through a signing mechanism under the exclusive control of the Client or its Custodian, that authorizes a specific Instruction or an Allocation Policy. d) Client Wallet: an address or account on a blockchain network whose control, including private keys, key shares or equivalent signing mechanisms, belongs exclusively to the Client or its Custodian, and never to Tesa. e) CCTP: the Cross-Chain Transfer Protocol, operated by Circle Internet Group, Inc. and its affiliates (“Circle”) for the native burning and minting of USDC across networks. f) Custodian: an institution engaged directly by the Client to safekeep and control the instruments that give access to Client Assets, duly authorized or licensed under applicable regulations. g) Documentation: the technical specifications, guides, usage limits and API release notes published by Tesa at https://t3sa.com/docs. h) Issuers: the issuers, managers, transfer agents and other providers responsible for the Tokenized Products, including, without limitation, Ondo Finance and its affiliates, with respect to USDY, and BlackRock, Securitize and their affiliates, with respect to BUIDL. i) Instruction: a technical command generated by the Service from parameters defined by the Client, which only takes effect on a blockchain network after Approval and signature by the Client or its Custodian. j) Enterprise Service Order: an instrument signed electronically between Tesa and an Enterprise plan Client, which may set out compensation, service levels and specific conditions. k) FX Partner: an institution authorized by the Central Bank of Brazil to operate in the foreign exchange market and, where applicable, to provide virtual asset services, engaged directly by the Client. l) Allocation Policy: the set of parameters defined and approved by the Client, including percentages across Tokenized Products, limits, alert triggers and redemption rules. m) Privacy Policy: the document in which Tesa describes the processing of personal data related to the Service, available at https://t3sa.com/docs/en/legal/politica-de-privacidade. n) Tokenized Products: tokenized instruments backed, directly or indirectly, by United States Treasury securities or equivalent assets, issued by third parties, including USDY and BUIDL. o) Generated Yield: the appreciation or income attributable to the Tokenized Products held in Client Wallets connected to the Service, calculated as set out in Clause 12. p) Service: Tesa’s orchestration, monitoring and reporting software, accessed through the API and the dashboard, as described in Clause 4. q) Third Parties: Circle, Issuers, Custodians, FX Partners, blockchain networks, validators, node and infrastructure providers, oracles and any other persons other than Tesa or the Client. r) Authorized User: a natural person designated by the Client to access the Service on its behalf.2. ACCEPTANCE, CONTRACT FORMATION AND INTEGRAL DOCUMENTS
2.1. Electronic acceptance. These Terms are accepted through an affirmative and unequivocal action by the Client’s representative in the Tesa dashboard, by ticking an unchecked checkbox and clicking an acceptance button, after the full text has been made available. The issuance of production API credentials depends on this acceptance. 2.2. Record of acceptance. Tesa will record, at a minimum: the identification of the Client and of the representative, the version and hash of these Terms, date and time with time zone, IP address, device or browser identification and the authentication method used. The Client acknowledges this record as a valid means of proving the authorship and integrity of its expression of intent, under article 10, paragraph 2, of Provisional Measure No. 2,200-2/2001. 2.3. Use of the API as confirmation. Each API call made with the Client’s credentials confirms that the version of the Terms then accepted remains in force. The API may indicate, in a response header, the version of the Terms in force. 2.4. Powers of representation. The person accepting these Terms represents that they have the power to bind the Client, under its articles of incorporation or a valid power of attorney, and is personally liable for the accuracy of this representation. Tesa may require proof of such powers at any time. 2.5. Integral documents and precedence. The following form part of these Terms: (i) the Privacy Policy; (ii) the Documentation; and (iii) where applicable, the Enterprise Service Order. In case of conflict, the following order of precedence applies: the Enterprise Service Order, only with respect to matters it expressly governs; these Terms; the Documentation. 2.6. Business nature. The parties acknowledge that these Terms govern a business-to-business relationship, entered into for the purpose of managing the treasury of the Client’s business activity, and that the provisions on risk allocation were disclosed prominently.3. ELIGIBILITY
3.1. Legal entities only. The Service is intended exclusively for legal entities that are duly incorporated and in operation. Tesa does not provide the Service to natural persons, including sole proprietors acting in their own name, unless Tesa expressly decides otherwise. 3.2. Client representations. The Client represents, on the date of acceptance and throughout the term of these Terms, that: a) it is duly incorporated, with an active CNPJ registration or equivalent registration in its jurisdiction; b) it uses the Service exclusively to manage its own funds, and not to provide services to third parties, raise funds from the public or manage third-party funds; c) neither it nor its directors, officers, controlling shareholders or ultimate beneficial owners appear on sanctions lists of the United Nations Security Council, the U.S. Office of Foreign Assets Control, the European Union or other applicable lists, nor are they controlled by sanctioned persons; d) it is not located, incorporated or domiciled in a jurisdiction prohibited by the Issuers, by Circle or by applicable law; e) it has technical, financial and risk management capabilities compatible with operations on blockchain networks and with Tokenized Products, and retains its own legal, accounting and tax advisors; f) it meets, and will continue to meet, the eligibility criteria of each Issuer for the Tokenized Products it uses, as set out in Clause 3.3. 3.3. Eligibility for Tokenized Products. Access to each Tokenized Product depends exclusively on the criteria, registration and approval of the respective Issuer, which may be changed at any time without Tesa’s involvement. For information purposes only, and without Tesa guaranteeing the accuracy or currency of this information: a) USDY: the Issuer reports a continuous offering under U.S. Regulation S, not available to U.S. persons, and, for residents of Brazil, requires the purchaser to qualify as a qualified investor or professional investor under the regulations of the Brazilian Securities and Exchange Commission (CVM), in addition to its own identification process; b) BUIDL: the fund reports a private offering restricted to investors that meet the qualified purchaser criteria and the other requirements of the fund and the transfer agent, with a minimum investment, registration, verification and prior inclusion of the wallet on an allowlist. 3.4. The Client is solely responsible for verifying and demonstrating its eligibility to each Issuer, entering directly into the required subscription documents and maintaining such eligibility. Loss of eligibility must be reported to Tesa within 2 (two) business days. 3.5. Tesa may refuse, condition or terminate access for any applicant, at its discretion, including for risk, compliance or reputational reasons, without any obligation to give reasons, subject to applicable law.4. NATURE OF THE SERVICE
4.1. What the Service is. The Service is orchestration, monitoring and reporting software. Through it, the Client: (i) connects Client Wallets through read permissions; (ii) defines Allocation Policies; (iii) receives unsigned Instructions, simulations, alerts and reports; and (iv) submits Instructions for signature by the Client itself or by its Custodian, which broadcasts them to the blockchain networks. 4.2. NON-CUSTODY. TESA DOES NOT, AT ANY TIME, HAVE CUSTODY, CONTROL OR POSSESSION OF CLIENT ASSETS, OR OF PRIVATE KEYS, KEY SHARES, RECOVERY PHRASES OR ANY INSTRUMENT THAT ALLOWS CLIENT ASSETS TO BE MOVED. Tesa will not request these instruments and the Client must not provide them. If the Client provides them in breach of this clause, Tesa will not use them and may suspend access until they are replaced. 4.3. No flow of funds through Tesa. Client Assets move exclusively between Client Wallets, Third Party smart contracts and the Client’s accounts with Third Parties. No Client Asset passes through any wallet, account or balance sheet of Tesa, nor is it pooled with the assets of other clients. 4.4. Tesa is not a counterparty. Tesa does not buy, sell, exchange, subscribe for, redeem or lend assets to or from the Client. Subscriptions and redemptions of Tokenized Products take place directly between the Client and the Issuer, and cross-network USDC transfers take place through CCTP, under Circle’s terms. 4.5. Tesa does not conduct foreign exchange. Tesa does not carry out foreign exchange transactions or convert domestic or foreign currency into virtual assets, or vice versa. Where there is a foreign exchange or conversion step, it will be contracted and executed directly between the Client and the FX Partner, as set out in Clause 8. 4.6. No discretionary execution. No Instruction takes effect without the Approval and signature of the Client or its Custodian. Tesa has no power, mandate or power of attorney to move Client Assets and does not execute transactions on the Client’s behalf. The Service does not perform automatic rebalancing without the Client’s specific Approval. 4.7. Default allocation. The allocation model suggested by the dashboard, currently approximately 60% USDY and 40% BUIDL, is a generic technical parameter for initial configuration, the same for all clients, and does not constitute an individualized investment recommendation, guidance or advice. The Client must review, change or confirm the Allocation Policy based on its own analysis. 4.8. No offering and no advice. Tesa does not offer, distribute, intermediate or recommend securities, virtual assets or Tokenized Products, and receives no compensation from Issuers for their distribution. Information, estimated rates, historical yields, comparisons and alerts displayed in the Service are exclusively informational and managerial in nature and do not constitute an offer, recommendation, securities consulting, securities analysis, financial planning, or legal, accounting or tax advice. 4.9. Tesa’s regulatory status. Tesa is not a financial institution, payment institution, institution authorized to operate in the foreign exchange market, virtual asset service provider, custodian, portfolio manager or securities consultant, and is neither authorized nor supervised by the Central Bank of Brazil or the Brazilian Securities and Exchange Commission (CVM). The Service was structured so as not to constitute the provision of virtual asset services on behalf of third parties. The Client acknowledges that the authorities’ interpretation may change and that, in that case, Clause 21.6 applies. 4.10. Evolution of the Service. Tesa may change, add or discontinue features, networks, supported Tokenized Products or integrations, subject to Clause 10.4 with respect to changes that break API compatibility.5. ACCOUNT, AUTHORIZED USERS, API KEYS AND SECURITY
5.1. Registration. The Client will provide complete, true and up-to-date registration information, including identification information about the company, its representatives and its ultimate beneficial owners that Tesa reasonably requests, and will keep it up to date. 5.2. Authorized Users. The Client is responsible for designating, managing and revoking Authorized Users, defining permission profiles and ensuring that each Authorized User complies with these Terms. Acts performed with the Client’s credentials are presumed to have been performed by the Client. 5.3. API credentials. API keys belong to the Client and are non-transferable and confidential. The Client must: (i) store them in a secure environment, outside public source code; (ii) apply the principle of least privilege and, where available, IP restrictions; (iii) rotate them periodically; and (iv) revoke them immediately if compromise is suspected. 5.4. Authentication. Tesa may require multi-factor authentication, request signing and other security measures. The Client must adopt, in its own infrastructure and with the Custodian, approval controls commensurate with the amounts involved, such as multiple signatures and per-transaction limits. 5.5. Incidents. The Client must notify Tesa, within 24 (twenty-four) hours, of any unauthorized use of credentials or security incident related to the Service, by email to contact@t3sa.com. Tesa will notify the Client, within a reasonable time, of security incidents in its systems that may affect the Client. 5.6. Destination verification. Before approving any Instruction, the Client must check the networks, destination addresses, amounts and contracts involved. Blockchain transactions are, as a rule, irreversible.6. ALLOCATION POLICY, APPROVALS AND INSTRUCTIONS
6.1. Defined by the Client. The Client defines and approves the Allocation Policy and is solely responsible for decisions to allocate, rebalance, hold or redeem Client Assets. 6.2. Rebalancing alerts. The Service may generate alerts when parameters defined by the Client are reached, such as yield differences between Tokenized Products. Alerts are not recommendations and do not trigger any movement without specific Approval. 6.3. Per-transaction approval. Each movement Instruction requires the Client’s Approval, per transaction or under a previously approved rule that the Client may revoke at any time, and signature in an environment under the exclusive control of the Client or its Custodian. 6.4. Broadcasting and confirmation. Broadcasting the signed transaction to the networks, including submitting CCTP messages and attestations to the destination network, may be done by the Client, by the Custodian or by public or Third Party infrastructure. When Tesa makes available a technical tool to relay messages that have already been signed or attested, that tool does not change the recipient, amount or content of the transaction, and the Client may perform the relay on its own. 6.5. No guarantee of execution. Simulations, network cost estimates, settlement times and yields are approximate. Tesa does not guarantee that an Instruction will be executed, nor the price, timing or outcome of the execution, which depend on Third Parties and the networks. 6.6. Redemption. The redemption of Tokenized Products and the return of USDC to the Client’s custody depend on the rules, operating hours, limits, fees and availability of each Issuer, of Circle and of the networks. The reference to redemption “in seconds” refers to the typical processing time under normal conditions and does not constitute a guarantee.7. THIRD PARTIES, PROTOCOLS AND ISSUERS
7.1. Direct engagement. The Client engages directly the Third Parties required to use the Service, including Issuers, Custodian, FX Partner and, where applicable, Circle, and accepts their respective terms, policies and offering documents. Tesa is not a party to these contracts, does not represent those parties and is not liable for their obligations. 7.2. Independence. Third Parties are independent of Tesa. Any reference to a Third Party in the Service does not constitute an endorsement, guarantee or recommendation. 7.3. Third Party events. Third Parties may, at any time and without notice: suspend, pause, change or discontinue smart contracts, protocols or products; change eligibility criteria, fees, limits or timeframes; freeze, block or withhold assets by legal, sanctions-related or contractual determination; or suffer failures, attacks, insolvency or intervention. Tesa is not liable for these events or for their effects on Client Assets. 7.4. CCTP. CCTP is a Circle protocol subject to versions, fees, attestation times, pauses and discontinuations defined by Circle. Tesa uses CCTP as a technical integration and does not control its operation. 7.5. Statement to Custodians. When the Client’s Custodian is an authorized institution that, under applicable regulations, must obtain from its technology provider a statement that the contracted mechanism does not allow the custody, control, movement of or rights over the custodied assets to be affected, Tesa may provide such statement, provided that it is consistent with the actual architecture of the Service.8. FOREIGN EXCHANGE AND CONVERSIONS
8.1. When the Client’s flow involves conversion between domestic or foreign currency and virtual assets, remittances abroad or receipts from abroad, these transactions will be contracted by the Client directly with an FX Partner, which is responsible for their classification, registration, reporting to the Central Bank of Brazil and the anti-money laundering due diligence incumbent upon it. 8.2. Tesa does not receive, transfer or settle amounts from these transactions and receives no compensation, commission or spread from the FX Partner. 8.3. The Client is responsible for complying with its own obligations under Brazilian foreign exchange and offshore capital regulations, including, where applicable, reporting to the Central Bank of Brazil on assets held abroad.9. CLIENT OBLIGATIONS AND ACCEPTABLE USE
9.1. The Client undertakes to use the Service in accordance with these Terms, the Documentation and applicable law, including rules on the prevention of money laundering, terrorist financing and the proliferation of weapons of mass destruction, sanctions, foreign exchange, international capital, securities markets, taxation and data protection. 9.2. The Client may not, directly or indirectly: a) use the Service with funds of illicit origin, or to conceal the origin, destination or ownership of assets; b) use the Service for the benefit of sanctioned persons or in prohibited jurisdictions, or circumvent geographic restrictions, including through a VPN or interposed structures; c) use the Service to manage third-party funds, offer financial products or services to third parties, resell, sublicense or make access to the Service available to third parties, or offer Tokenized Products to natural persons or to the public, without Tesa’s prior written authorization and without the applicable regulatory authorizations; d) use mixers, tumblers or mechanisms designed to conceal the origin or destination of transactions; e) provide false, incomplete or misleading information to Tesa or to Third Parties; f) reverse engineer, decompile or attempt to obtain the source code of the Service, except to the extent expressly permitted by law; g) test for vulnerabilities in, overload, interfere with or circumvent technical limits, authentication or controls of the Service without written authorization, except under Tesa’s responsible disclosure program, if any; h) introduce malicious code or use the Service in a way that harms Tesa, other clients or Third Parties; i) collect data from the Service by automated means not provided for in the Documentation; j) use Tesa’s trademarks without authorization, or claim to third parties that Tesa guarantees, recommends or manages its investments. 9.3. Cooperation and information. The Client will provide, within a reasonable time, the information and documents that Tesa requests in order to comply with a legal or regulatory obligation, to respond to Third Parties with whom the Client deals through the Service, or to assess compliance, sanctions and fraud risks. 9.4. Third Party due diligence. The Client acknowledges that Issuers, Custodians, Circle and the FX Partner carry out their own procedures to identify the client and its ultimate beneficial owners. Tesa does not replace these procedures and may, but is not obliged to, carry out additional checks of its own.10. USAGE LIMITS AND API EVOLUTION
10.1. Limits. The API is subject to the request limits, quotas and fair use rules described in the Documentation, which may vary by plan. Tesa may limit, delay or refuse requests that exceed these limits. 10.2. Test environment. Test credentials are intended exclusively for development and may not be used with real Client Assets. 10.3. Versioning. Tesa will maintain API versions identified in the Documentation. 10.4. Breaking changes. Tesa will give at least 90 (ninety) days’ notice of the discontinuation of an API version or of a change that breaks compatibility, except where required for security reasons, by Third Parties or by law, in which case it will give as much notice as possible.11. SERVICE LEVELS
11.1. Standard Plan. On the standard plan, Tesa will use commercially reasonable efforts to keep the Service available, with no commitment to minimum availability, response time or credits. Any availability indicators disclosed are non-binding targets. 11.2. Enterprise Plan. On the Enterprise plan, service levels, support windows, response times and any credits will be those set out in the Enterprise Service Order. Unless otherwise provided in the Service Order, service credits are the exclusive compensation for failure to meet service levels, without prejudice to the cases in Clause 19.3. 11.3. Exclusions. The following do not count as Service unavailability: scheduled maintenance notified 48 (forty-eight) hours in advance; emergency maintenance; failures, congestion or reorganization of blockchain networks; unavailability of Third Parties, including CCTP, Issuers and Custodians; acts or omissions of the Client; and acts of God or force majeure events. 11.4. Support. Support is provided through the channels indicated in the dashboard and by email at contact@t3sa.com, during business hours in Brasília time, unless otherwise provided in the Enterprise Service Order.12. COMPENSATION AND BILLING
12.1. Fee on yield. For the Service, the Client will pay Tesa a fee equal to 5% (five percent) of the Generated Yield in the calculation period (“Fee”). On the Enterprise plan, the Fee may be lower, as set out in the Enterprise Service Order. 12.2. What is not charged. There is no monthly fee, sign-up fee or implementation fee. The Fee never applies to the principal. No Fee is due for a period without positive Generated Yield. 12.3. Calculation. Generated Yield will be calculated monthly, per connected Client Wallet, based on the change in the market value or the redemption value reported by the Issuer, net of contributions and redemptions during the period, or on income distributed by the Issuer, according to the methodology described in the Documentation and shown in a report available in the dashboard. Negative yields in a period will be offset against positive yields in subsequent periods before any new Fee is charged. 12.4. Third Party costs. Custody, conversion and foreign exchange costs, network fees, CCTP fees, Issuer fees and any other Third Party costs are charged directly by the Third Parties to the Client, are not part of the Fee and are shown separately in the dashboard when the information is available. 12.5. Invoicing and payment. Tesa will issue the tax invoice for the Fee monthly, due within 15 (fifteen) days, payable in Brazilian reais by bank slip (boleto), PIX or bank transfer. Tesa does not debit, withhold or deduct the Fee directly from Client Assets. 12.6. Disputes. The Client may dispute the calculation of the Fee, with supporting grounds, within 15 (fifteen) days of receiving the report, without prejudice to payment of the undisputed portion. 12.7. Late payment. Amounts not paid when due will bear a 2% (two percent) late fee, default interest of 1% (one percent) per month, pro rata die, and monetary adjustment by the IPCA index, and the Service may be suspended after 10 (ten) days’ notice. 12.8. Adjustments. Tesa may change the standard plan Fee with at least 30 (thirty) days’ notice, applicable only to calculation periods beginning after the change takes effect. A Client that disagrees may terminate these Terms without penalty before the change takes effect.13. TAXES
13.1. Each party is responsible for the taxes that apply to it by law. The Fee is gross; taxes on the service provided by Tesa will be shown separately on the tax invoice, subject to legally required withholdings. 13.2. The Client is solely responsible for: (i) calculating and paying the taxes on the income, gains and transactions involving Client Assets, including foreign exchange transactions; (ii) its own ancillary obligations, including, where applicable, the Crypto-asset Statement (DeCripto) to the Brazilian Federal Revenue Service and the statements of Brazilian capital abroad to the Central Bank of Brazil; and (iii) the accounting treatment of Client Assets. 13.3. Service reports may assist the Client but do not constitute tax or accounting guidance and do not replace official records of Third Parties.14. RISKS
14.1. RISK ACKNOWLEDGMENT. THE CLIENT REPRESENTS THAT IT UNDERSTANDS AND ASSUMES THE RISKS BELOW, WHICH MAY RESULT IN TOTAL OR PARTIAL LOSS, TEMPORARY UNAVAILABILITY OR DELAY IN ACCESSING CLIENT ASSETS: a) Issuer and product risk: default, insolvency, operational failure, fraud or structural change of the Issuers, their managers, custodians, agents and service providers; changes to subscription, redemption, eligibility, fee and limit rules; suspension of redemptions; b) Interest rate and market risk: changes in the interest rates of United States Treasury securities and other underlying assets, which may reduce yield or produce negative yield; displayed yields are estimates and past yields do not guarantee future results; c) Peg risk: loss of USDC’s peg to the United States dollar and changes in the value of Tokenized Products relative to their expected value; d) Smart contract risk: failures, vulnerabilities, programming errors, attacks or upgrades in smart contracts of Third Parties, of CCTP or of the networks; e) Network risk: congestion, interruption, reorganization, forks, consensus failure, censorship, fee variation and unavailability of the Ethereum, Solana or other networks; f) CCTP risk: pauses, attestation delays, limits, version changes, fees or discontinuation of the protocol by Circle; g) Freezing and sanctions risk: blocking, freezing, seizure or inclusion of addresses on restriction lists by Issuers, by Circle, by authorities or as a result of sanctions; h) Custody and key risk: loss, theft, compromise or misuse of keys or credentials by the Client or the Custodian, and failures of the Custodian; i) Regulatory and legal risk: changes in laws, regulations or interpretations in Brazil, the United States or other jurisdictions that affect the Tokenized Products, USDC, the Client, Third Parties or the continuity of the Service itself; uncertainty about the legal classification of Tokenized Products; j) Liquidity risk: inability to redeem, or delay in redemption, under market stress conditions or by decision of the Issuers; k) Foreign exchange and tax risk: exchange rate variation, conversion costs and changes in taxation; l) Operational risk: failures of software, integrations, cloud providers, node providers and oracles, including of the Service itself; m) NO PUBLIC GUARANTEES: CLIENT ASSETS ARE NOT BANK DEPOSITS, ARE NOT COVERED BY THE CREDIT GUARANTEE FUND (FGC) OR ANY DEPOSIT INSURANCE, IN BRAZIL OR ABROAD, AND ARE NOT GUARANTEED BY TESA, BY THE ISSUERS OR BY THE UNITED STATES GOVERNMENT. 14.2. The list of risks above is illustrative. The Client must read the offering documents and terms of each Issuer and of Circle before using the Tokenized Products.15. PERSONAL DATA PROTECTION
15.1. The processing of personal data by Tesa, as controller, relating to the Client’s representatives, Authorized Users and contacts, as well as access logs and browsing data, is described in the Privacy Policy. 15.2. The Client represents that the personal data of its representatives, Authorized Users and ultimate beneficial owners provided to Tesa were collected and shared in compliance with Law No. 13,709/2018 (LGPD), and that it has informed these data subjects about the sharing with Tesa. 15.3. If Tesa processes personal data on behalf of and on the instructions of the Client, as processor, the parties will observe a data processing agreement, which will form part of the Enterprise Service Order or will be made available as a standard annex, available on request by email to contact@t3sa.com. 15.4. The parties acknowledge that data recorded on blockchain networks are public by nature and, as a rule, cannot be altered or deleted, and that wallet addresses may be associated with identifiable persons.16. INTELLECTUAL PROPERTY AND API LICENSE
16.1. Ownership. The Service, the API, the Documentation, the dashboard, the trademarks, the code, the models, the standard reports and other Tesa elements are the exclusive property of Tesa or its licensors. 16.2. License. During the term of these Terms and provided that the Client is not in default, Tesa grants the Client a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to access and use the Service and the API, exclusively to manage the Client’s own funds, in accordance with the Documentation. 16.3. Client Data. Data and information entered by the Client into the Service remain the property of the Client. The Client grants Tesa a license to process them to the extent necessary to provide the Service, for security, to comply with legal obligations and to improve the Service, and Tesa may use aggregated and anonymized data that do not identify the Client. 16.4. Suggestions. The Client’s suggestions and comments about the Service may be used freely by Tesa, with no obligation to pay compensation, without this implying use of the Client’s confidential information. 16.5. Open source. Any open source components distributed with SDKs are governed by their own licenses, indicated in the Documentation.17. CONFIDENTIALITY
17.1. Each party will keep confidential the non-public information of the other party received under these Terms, including credentials, allocation policies, positions, volumes, and commercial and technical information, and will use it exclusively for the purposes of these Terms. 17.2. Information is not confidential if it: (i) is or becomes public without breach of these Terms, including data recorded on public blockchains; (ii) was already known to the receiving party; (iii) is independently developed; or (iv) is lawfully received from third parties without a duty of confidentiality. 17.3. Disclosure required by law, court order or a competent authority is permitted, and the party must, where legally possible, notify the other party in advance. 17.4. The obligations in this clause survive for 5 (five) years after termination of these Terms, and indefinitely with respect to credentials and trade secrets.18. WARRANTIES AND DISCLAIMERS
18.1. Tesa will provide the Service with professional diligence consistent with market practice for financial infrastructure software. 18.2. EXCEPT AS PROVIDED IN CLAUSE 18.1 AND IN APPLICABLE LAW, THE SERVICE IS PROVIDED AS IS AND AS AVAILABLE. TESA DOES NOT GUARANTEE YIELD, PRESERVATION OF PRINCIPAL, INVESTMENT RESULTS, UNINTERRUPTED OPERATION, ABSENCE OF ERRORS, OR THE PERFORMANCE OF THIRD PARTIES, TOKENIZED PRODUCTS OR BLOCKCHAIN NETWORKS.19. LIMITATION OF LIABILITY
19.1. RISK ALLOCATION. THE PARTIES ACKNOWLEDGE THAT THE FEE WAS SET BASED ON THE RISK ALLOCATION IN THIS CLAUSE, WHICH MUST BE RESPECTED UNDER ARTICLE 421-A, ITEM II, OF THE BRAZILIAN CIVIL CODE. 19.2. LIMITS. TO THE MAXIMUM EXTENT PERMITTED BY LAW: a) TESA IS NOT LIABLE FOR LOST PROFITS, LOSS OF OPPORTUNITY, LOSS OF EXPECTED YIELD, INDIRECT DAMAGES OR DAMAGES ARISING FROM ACTS OR OMISSIONS OF THIRD PARTIES, FROM EVENTS OF THE BLOCKCHAIN NETWORKS, CCTP OR THE ISSUERS, FROM THE CLIENT’S ALLOCATION DECISIONS, OR FROM INSTRUCTIONS APPROVED AND SIGNED BY THE CLIENT OR ITS CUSTODIAN; b) TESA’S TOTAL AND AGGREGATE LIABILITY FOR ANY DAMAGES ARISING FROM THESE TERMS OR THE SERVICE IS LIMITED TO THE TOTAL AMOUNT OF THE FEE ACTUALLY PAID BY THE CLIENT IN THE 12 (TWELVE) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE DAMAGE. 19.3. EXCEPTIONS. THE LIMITATIONS IN CLAUSE 19.2 DO NOT APPLY TO DAMAGES CAUSED BY TESA’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NOR TO CASES IN WHICH THE LAW PROHIBITS LIMITATION, AND DO NOT RELIEVE TESA OF ITS PRIMARY OBLIGATION TO PROVIDE THE SERVICE AS CONTRACTED. 19.4. Acts of God and force majeure. Neither party is liable for losses resulting from acts of God or force majeure, under article 393 of the Brazilian Civil Code, including, without limitation: failures of or attacks on blockchain networks; pauses or failures of CCTP; acts of Issuers, Custodians and other Third Parties; acts of authorities; large-scale cyberattacks against third-party infrastructure; and widespread internet or power outages, provided that the affected party did not contribute to the event. 19.5. Deadline for claims. The Client must notify Tesa of any claim within 90 (ninety) days of becoming aware of the facts, without prejudice to statutory limitation periods.20. INDEMNIFICATION
20.1. By the Client. The Client will indemnify Tesa, its directors, officers, employees and affiliates for reasonable losses, costs and expenses, including attorneys’ fees, arising from claims by third parties or authorities related to: (i) breach of these Terms by the Client or its Authorized Users; (ii) falsity of the representations on eligibility, powers or source of funds; (iii) violation of law, sanctions or third-party rights by the Client; and (iv) misuse of credentials under the Client’s responsibility. 20.2. By Tesa. Tesa will indemnify the Client for reasonable losses, costs and expenses arising from a third-party claim alleging that the Service, used in accordance with these Terms, infringes that third party’s intellectual property rights in Brazil, subject to Clause 19, unless the claim arises from modification, combination or unauthorized use by the Client. 20.3. Procedure. The indemnified party will promptly notify the other party, allow it to conduct the defense and cooperate reasonably, and no settlement that imposes an obligation on the indemnified party may be made without its consent.21. TERM, SUSPENSION AND TERMINATION
21.1. Term. These Terms remain in force for an indefinite period from acceptance. 21.2. Termination by the Client. The Client may terminate these Terms at any time, through the dashboard or by notice to contact@t3sa.com, without penalty, except for Fees due up to the effective date and different conditions in the Enterprise Service Order. 21.3. Termination by Tesa. Tesa may terminate these Terms with at least 30 (thirty) days’ notice. 21.4. Immediate suspension. Tesa may suspend access in whole or in part, immediately and with notice to the Client as soon as possible, when: (i) there is a risk to the security of the Service, the Client or third parties; (ii) there is well-founded evidence of breach of these Terms, fraud, money laundering or sanctions violations; (iii) there is an order from a competent authority; (iv) the Client loses eligibility; or (v) there is a payment default not cured within the period in Clause 12.7. 21.5. Termination for cause. Either party may terminate these Terms immediately in the event of a material breach by the other party not cured within 15 (fifteen) days of notice, or in the event of bankruptcy, judicial or extrajudicial reorganization or liquidation of the other party, to the extent permitted by law. 21.6. Regulatory change. If a law, regulation, act or guidance of a competent authority, or a legal opinion obtained by Tesa, indicates that the Service, in whole or in part, depends on an authorization, registration or license that Tesa does not hold, or imposes conditions that make its provision unlawful or substantially more burdensome, Tesa may, with as much notice as the circumstances allow: (i) modify the Service; (ii) restrict features, Tokenized Products or jurisdictions; (iii) transfer features to a duly authorized entity, subject to new acceptance by the Client; or (iv) suspend or terminate the Service, without giving rise to any duty to indemnify, subject to Clause 19.3. 21.7. Effects of termination. Upon termination: (i) credentials will be revoked; (ii) Client Assets remain, as they always have, under the control of the Client or its Custodian, and Tesa does not need to return assets because it does not hold them; (iii) Tesa will make the export of the Client’s reports and records available for 30 (thirty) days; (iv) Fees calculated up to the termination date become payable; and (v) Clauses 12, 13, 14, 16, 17, 19, 20, 21.7, 24 and 25 survive.22. CHANGES TO THE TERMS
22.1. Tesa may change these Terms by publishing the new version with its effective date and a summary of the changes. 22.2. Material changes. Changes that increase the Client’s obligations or reduce its rights, including compensation, limitation of liability and dispute resolution, will be communicated by email and through the dashboard at least 30 (thirty) days in advance and will require new electronic acceptance as set out in Clause 2.1. Until the new acceptance, Tesa may restrict access to new features, while the conditions in force are maintained until the effective date. 22.3. Non-material or mandatory changes. Changes in wording, corrections, or changes resulting from legal or regulatory requirements, or from changes by Third Parties, may take effect on the date of publication or on the date required by the applicable rule, with notice to the Client. 22.4. A Client that does not agree with the new version may terminate these Terms before it takes effect, without penalty. Continued use of the Service after a non-material change takes effect constitutes acceptance of it. 22.5. Tesa will keep a public archive, or one accessible to the Client, of previous versions of these Terms.23. NOTICES
23.1. Notices to Tesa must be sent to contact@t3sa.com, or to another address that Tesa may indicate in the dashboard. 23.2. Notices to the Client will be sent to the email address registered by the representative, through the dashboard or by a configured webhook, and are deemed received: (i) upon sending, if through the dashboard; (ii) on the first business day after sending, if by email, unless a delivery failure notice is received. 23.3. The Client is responsible for maintaining a valid and monitored contact email address. 23.4. These Terms are written in Portuguese. Translations are for information purposes only and, in case of discrepancy, the Portuguese version prevails.24. GOVERNING LAW AND DISPUTE RESOLUTION
24.1. Governing law. These Terms are governed by the laws of the Federative Republic of Brazil. 24.2. Prior negotiation. The parties will seek to resolve any dispute in good faith through direct negotiation, initiated by written notice, for a period of 30 (thirty) days. 24.3. VENUE. THE COURTS OF THE DISTRICT OF TESA’S REGISTERED OFFICE, TO BE PROVIDED IN THE VERSION IN FORCE, BEING THE PLACE OF TESA’S REGISTERED OFFICE AND OF PERFORMANCE OF TESA’S OBLIGATIONS, ARE ELECTED TO SETTLE ANY DISPUTES ARISING FROM THESE TERMS, TO THE EXCLUSION OF ANY OTHER, HOWEVER PRIVILEGED. 24.4. ARBITRATION (OPTION B, ONLY IN THE ENTERPRISE SERVICE ORDER). Where provided for in the Enterprise Service Order, dispute resolution by arbitration will follow exclusively the conditions of that instrument, with the clause highlighted and specifically accepted.25. GENERAL PROVISIONS
25.1. Entire agreement. These Terms, together with the documents in Clause 2.5, constitute the entire agreement between the parties on their subject matter and supersede prior understandings. 25.2. Severability. The invalidity of any provision does not affect the others, and the invalid provision must be replaced by a valid one that comes closest to its purpose. 25.3. No waiver. A party’s tolerance of a failure to perform any obligation does not constitute novation, waiver or amendment. 25.4. Assignment. The Client may not assign these Terms without Tesa’s prior written consent. Tesa may assign them to a company in its economic group or to a successor in a corporate reorganization or sale of the business, with notice to the Client, which may terminate without penalty if it does not agree. 25.5. Independent parties. These Terms do not create a partnership, association, agency, representation, employment relationship, consortium or fiduciary relationship between the parties. Tesa does not act as the Client’s agent, commission agent or representative. 25.6. Anti-corruption. The parties will comply with applicable anti-corruption legislation and will not offer, promise or give any undue advantage to a public or private agent in connection with these Terms. 25.7. Electronic signature and form. The parties acknowledge the validity of contracting and communications in electronic form, including acceptance in the dashboard and electronic signature on a platform not accredited by ICP-Brasil, under article 10, paragraph 2, of Provisional Measure No. 2,200-2/2001. 25.8. Time periods. Periods in days are counted in calendar days, unless business days are indicated, excluding the start date and including the end date. 25.9. Headings. Clause headings are for reference only and do not affect their interpretation.TESA Corporate details to be provided in the version in force. contact@t3sa.com