Terms and Conditions of Use of Lokal

1. Definitions

For clarity and to avoid repetition, the following terms, when used in capital letters, shall have the following meanings (in singular or plural):

1. “User Account”: individual registration created by the User on the Platform, upon providing personal information and access credentials, which allows them to use Lokal's features and authorize Transactions. The User Account is personal, non-transferable, and linked to the respective Payment Instrument provided, and is governed by these Terms and Conditions and the Privacy Policy.
2. “Pix Account”: account held by a natural or legal person at an institution participating in Pix.
3. “Payment Instrument”: any international payment method owned by the User (e.g., credit or debit card), issued by an institution authorized in its jurisdiction, used by the User to carry out a Transaction through Pix. The Payment Instrument is governed by its own terms and conditions and other contracts, which must be known to the User and are independent from Lokal.
4. “Lokal”: refers to Lokal Tecnologia e Serviços Ltda. and/or any other company affiliated with it, as applicable.
5. “Processing Partners”: third-party service providers contracted by Lokal to enable the capture, processing, and settlement of payments with the Payment Instrument and to carry out transfers via Pix within the scope of a Transaction, which may include acquirers, sub-acquirers, payment processors, Pix infrastructure providers, payment and/or financial institutions.
6. “Platform”: online environment operated by Lokal through which the services described in these Terms and Conditions are provided, including via website, applications, interfaces, or technological integrations.
7. “Lokal Privacy Policy”: document regulating the processing of the User's personal data, available at: https://www.lokal-app.com/en/privacy.
8. “Transaction”: Pix payment for the purchase of a product and/or service offered by any third party holder of a Pix Account.
9. “User”: natural or legal person who carries out Transactions through Lokal using the Payment Instrument and Pix as the local payment method.

BY USING LOKAL, THE USER DECLARES TO HAVE READ AND FREELY, EXPRESSLY, AND IRREVOCABLY ACCEPTED ALL THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU DO NOT AGREE, YOU MUST REFRAIN FROM USING LOKAL'S SERVICES. THE USER EXPRESSLY AUTHORIZES LOKAL TO ACT ON THEIR BEHALF TO CARRY OUT TRANSFERS NECESSARY FOR THE EXECUTION OF A TRANSACTION WITHOUT THIS CREATING ANY DIRECT RELATIONSHIP BETWEEN LOKAL AND THE RECIPIENTS OF THE PAYMENTS. THE USER UNDERTAKES TO USE LOKAL ONLY IF (I) THEY COMPLY WITH THE CRITERIA ESTABLISHED IN THESE TERMS AND CONDITIONS AND IN THE TERMS OF EACH PAYMENT METHOD PROVIDED, (II) THEY INTEND TO CARRY OUT A LEGITIMATE TRANSACTION INVOLVING PIX, AND (III) THEY DO NOT USE THE PLATFORM FOR ANY PURPOSE OTHER THAN CARRYING OUT A TRANSACTION. THE USER ACKNOWLEDGES THAT THE TRANSACTION CARRIED OUT THROUGH LOKAL IS EQUIVALENT IN NATURE TO AN IRREVOCABLE INSTRUCTION TO INSTANTLY TRANSFER FUNDS TO A THIRD PARTY FREELY DESIGNATED BY THE USER, AND IS NOT TO BE CONFUSED WITH THE PURCHASE OF GOODS OR SERVICES SUPPLIED BY LOKAL. FROM THE CONFIRMATION OF SETTLEMENT OF THE TRANSACTION VIA PIX, LOKAL SHALL HAVE FULLY PERFORMED ITS CONTRACTUAL OBLIGATION, REGARDLESS OF ANY ISSUE RELATING TO THE COMMERCIAL RELATIONSHIP BETWEEN THE USER AND THE RECIPIENT OF THE FUNDS, INCLUDING, BUT NOT LIMITED TO, DELIVERY OF A PRODUCT, PROVISION OF A SERVICE, QUALITY, CONFORMITY, CANCELLATION OR REFUND, SUCH THAT THE USER ACKNOWLEDGES THAT IT MAY NOT REQUIRE LOKAL TO CANCEL, REVERSE, OR CHARGE BACK THE TRANSACTION BASED ON THE UNDERLYING COMMERCIAL RELATIONSHIP MAINTAINED WITH THE RECIPIENT OF THE PAYMENT.

2. Purpose of the Platform

2.1. Lokal is a digital platform designed to facilitate Transactions between Users and third parties holding a Pix account, with settlement through the Instant Payments System (SPI), using the Payment Instrument as the initial payment method.

2.2. Without prejudice to other features that may be added to the Platform in the future, Lokal acts as a technological payment facilitator, performing, in the context of a Transaction, the following activities:

1. receiving and processing the payment request made by the User, based on their duly authorized Payment Instrument;
2. settling the corresponding amount, in Brazilian reais (BRL), via Pix transfer, in favor of the recipient indicated by the User as the beneficiary of the funds in the Transaction, from a bank account held by Lokal; and
3. subsequently charging/receiving the corresponding Transaction amount plus any operational costs and Lokal's remuneration from the issuer of the Payment Instrument, in accordance with the terms authorized at the time of the Transaction.

2.2.1. In the event of a refund, in whole or in part, of the funds transferred via Pix by Lokal to the recipient indicated by the User, regardless of the reason, Lokal will process the corresponding refund to the Payment Instrument used by the User, subject to the effective receipt of the funds in an account held by Lokal and the operational rules applicable to the card network, the issuer, and the other participants in the Transaction. The refund will be carried out within 2 (two) business days from confirmation of the credit of the funds to Lokal and will be limited to the amount effectively refunded via Pix, with Lokal's remuneration and any operational, financial, or transactional costs incurred as a result of the Transaction expressly excluded from the refund, unless Lokal, at its sole discretion, decides otherwise.

2.3. The Transaction is carried out with Lokal's funds and on behalf of the User, with Lokal being responsible only for the technological and operational execution of the Transaction, in accordance with the instructions provided. The provision of funds by Lokal is strictly operational and temporary, limited to the immediate settlement of the previously authorized Transaction.

2.4. Lokal is responsible for integrating the payment methods available on the Platform with the User, allowing Transactions to be carried out using the Payment Instrument, always respecting the operational limits and internal criteria of the Platform.

2.5. The User acknowledges that:

1. the services provided by Lokal are autonomous, independent, and distinct from the commercial relationship maintained between the User and the final recipient of the funds transferred via Pix;
2. Lokal does not sell the goods or services advertised, offered, or supplied by the recipient of the Transaction, its role being limited to executing the payment instruction authorized by the User;
3. the final recipient of the funds transferred via Pix is a person distinct from Lokal, and the recipient's information is presented to the User prior to confirmation of the Transaction;
4. Lokal's obligation, in its capacity as technological payment facilitator, ends at the moment when: (a) authorization of the Payment Instrument is successfully obtained; and (b) the transfer of funds via Pix to the recipient indicated by the User is confirmed by the Instant Payment System (SPI);
5. from the confirmation of settlement of the Transaction via Pix, Lokal shall have fully performed its contractual obligation, regardless of any issue relating to the commercial relationship between the User and the recipient of the funds, including, but not limited to, delivery of a product, provision of a service, quality, conformity, cancellation, or refund, such that the User acknowledges that it may not require Lokal to cancel, reverse, or refund the Transaction based on the underlying commercial relationship maintained with the recipient of the payment;
6. the decision to carry out any Transaction rests solely and exclusively with the User, with Lokal acting only as an operational tool for its execution;
7. Lokal will act as the User's agent for the execution of Transactions, including for the transfer of funds via Pix, as authorized at the time of the Transaction;
8. the electronic records maintained by Lokal or by its Processing Partners may include, among others, access logs, IP address, device fingerprint, biometric authentication, 3D Secure, electronic confirmation, and other available technological evidence, which, individually or jointly, may be used as evidence of the User's authorization of the Transaction;
9. in Transactions carried out through digital wallets, such as Apple Pay or Google Pay, the User acknowledges that authorization of the Transaction was preceded by additional authentication performed by the User's own device, under the exclusive control of Apple or Google, as applicable, constituting additional evidence of the authorization;
10. in the event of exercising the right of withdrawal under the Consumer Protection Code, the User must contact directly the third party who received the payment. Lokal may, upon request, provide technical and operational support for canceling the Transaction, without implying any recognition of responsibility for the underlying consumer relationship.

2.6. Lokal may, at its sole discretion, adopt automatic mechanisms for identity verification and fraud prevention (KYC, registration analysis, anti-fraud checks), including with the assistance of specialized partners. These measures do not imply Lokal's responsibility for the outcome or success of the Transaction.

2.7. The User acknowledges that, when authorizing a Transaction through Lokal, the final amount recorded on their Payment Instrument statement may be higher than the Transaction amount indicated in Brazilian reais (BRL), due to:

1. remuneration charged by Lokal for providing Transaction facilitation services;
2. any fees, charges, or costs applied by other participants in the Payment Instrument arrangement, including the issuing institution and/or the card network; and
3. exchange rate variations and charges resulting from foreign currency conversion, under the contractual terms agreed between the User and the issuer of the Payment Instrument.

Lokal will inform, at the time of Transaction authorization, the estimated total amount to be charged on the Payment Instrument, in reais, considering the information available.

Lokal has no control over the charges set by the participants in the payment arrangement and by the issuer of the Payment Instrument.

By authorizing a Transaction, the User grants Lokal specific powers to, on their behalf and for their account, transfer funds via Pix to the designated recipient, exclusively for the execution of the authorized Transaction.

By authorizing each Transaction, the User confirms being aware that:

1. the User is instructing Lokal to transfer funds via Pix to a recipient indicated by the User;
2. settlement via Pix is immediate and irreversible through the SPI;
3. any disputes relating to the product or service purchased must be directed to the recipient of the payment; and
4. Lokal's execution of the payment instruction discharges its contractual obligation, regardless of the outcome of the underlying commercial relationship.

The User acknowledges that Lokal acts as a facilitator within the payment arrangement and that the Payment Instrument is used exclusively as the initial means of payment for the Transaction, the final recipient of the funds being the third party indicated by the User itself. Accordingly, the User expressly acknowledges understanding that filing a dispute or chargeback with the issuer of the Payment Instrument based on disputes of a commercial nature — such as non-delivery of a product, cancellation of a service, dissatisfaction with the goods purchased, or any obligation of the recipient of the Pix transfer — has no contractual basis against Lokal, since such matters fall outside the scope of the services provided by Lokal. The User acknowledges that Lokal is not the proper party to answer for obligations of the recipient of the payment, and that disputing the Payment Instrument, in the cases described above, is not the appropriate means for resolving such conflicts.

Filing a dispute or chargeback with the issuer of the Payment Instrument in cases unrelated to unauthorized fraud — particularly in situations where Lokal has fully performed its facilitation obligation, with authorization of the Payment Instrument and confirmation of the transfer via Pix — constitutes a breach of these Terms and Conditions. In such cases, the User undertakes to reimburse Lokal for all costs, fees, penalties, and losses arising from the dispute process, including:

1. chargeback fees charged by the card network or acquirer;
2. operational and administrative costs incurred by Lokal in defending the Transaction; and
3. the full amount of the Transaction, if the chargeback is upheld by the issuer without a basis of unauthorized fraud.

Lokal reserves the right to suspend the User's access to the Platform, as well as to take any applicable judicial and extrajudicial measures to recover the amounts owed.

Exclusively in cases of duly proven fraud, in which the User demonstrates that it did not recognize or authorize the Transaction, Lokal may, subject to applicable regulatory requirements, invoke the Special Refund Mechanism (“MED”) established by the Brazilian Central Bank with the financial institution that received the funds via Pix. The use of the MED is cumulatively subject to:

1. formal notice from the User to Lokal with evidence of the fraud;
2. compliance with the deadline of up to 80 (eighty) calendar days from the date of the Transaction, as set forth in BACEN regulations; and
3. the availability of a blockable balance in the receiving account.

Lokal does not guarantee the success of the MED, the outcome of which depends exclusively on the assessment of the receiving institution and the Brazilian Central Bank. Notwithstanding the foregoing, the User acknowledges that Lokal's invocation of the MED constitutes a best-efforts obligation, with no guarantee of blocking, recovery, or restitution of the amounts subject to the underlying Transaction.

3. How to Become a Lokal User

3.1. To use Lokal, the User must cumulatively meet the following requirements:

1. be a natural person, or a legal entity, holder of a valid Payment Instrument in good standing with the issuing institution;
2. fully comply with the rules applicable to the use of the payment arrangements and institutions used in the Transaction, including but not limited to the policies of the Payment Instrument's card network, the issuing institution, and any acquirers involved; and
3. accept and comply with all terms and conditions set forth herein regarding the registration of the User Account and execution of Transactions, as well as in other documents and policies issued by Lokal from time to time.

3.2. User registration will be carried out by completing an electronic form, providing name, email address, creating an access password, and, when applicable, additional information. Registration is a condition for accessing restricted areas or specific functionalities of Lokal and results in the creation of a User Account.

3.2.1. Depending on the volume, nature, or profile of the Transaction, Lokal may require the submission of additional documents, including identification documents, proof of address, or banking information, in accordance with its internal verification (KYC) policies.

3.3. The User undertakes to:

1. maintain only a single active registration on the Platform, and sharing access credentials with third parties is strictly prohibited under any justification. The User must take reasonable measures to protect their password and login data, including installing antivirus, anti-malware, and firewall tools;
2. immediately notify Lokal through official channels if they identify or suspect any unauthorized use of their User Account, acknowledging that failure to communicate may result in the User being held liable for damages arising from any misuse;
3. use the Payment Instrument on the Platform only to carry out legitimate Transactions, in compliance with these Terms and Conditions, ensuring that the Payment Instrument is their own and remains in good standing with the issuing institution.

3.4. The Transaction must also comply with the deadlines, rules, and operational limits of the Instant Payments System (SPI) and, if applicable, those of the Brazilian Payments System (SPB), as established in the regulations issued by the Central Bank of Brazil.

3.5. Lokal may establish, from time to time, operational limits or maximum amounts for Transactions, depending on the origin of the funds, the nature of the Transaction, or internal compliance criteria.

4. User Information

4.1. The User acknowledges that the information voluntarily provided to Lokal at the time of registration, as well as during the execution of Transactions, may be shared with third parties, solely to the extent necessary for the provision of the contracted services, in compliance with applicable law and the Privacy Policy.

4.2. The User shall be solely responsible for any and all activity carried out in their User Account, including acts of third parties to whom they have granted authorization, or whose authorization resulted from negligence in the use of their access credentials. Lokal shall not be liable for damages arising from improper, negligent, or fraudulent use of the User's Account, including by third parties, and Lokal may suspend or cancel the User's access if signs of irregularities or security violations are identified.

4.3. Lokal reserves the right to deny, suspend, or cancel the User's registration or the processing of a Transaction, at its sole discretion, in the following cases:

1. failure to meet the verification, security, and compliance criteria defined by the Platform or its partners;
2. reasonable doubt regarding the identity of the User or the Pix Account holder receiving the Transaction funds;
3. suspicion of fraud, misuse, unlawful activity, or any other violation of these Terms by the Users or by the Pix Account holders who will receive the Transaction funds; or
4. other situations justified by security reasons or compliance with legal or contractual obligations assumed by Lokal within the scope of its activities.

4.4. The User declares that all information, documents, and data provided to Lokal are true, complete, and up to date, being responsible for keeping them accurate and for promptly notifying of any changes. Submission of scanned documents implies the declaration that they are faithful and complete copies of the originals.

4.5. Lokal and its partners may, at any time, verify the accuracy of the data and documents submitted, including by requesting clarifications or additional documentation. The User's unjustified refusal to comply with such requests may result in suspension or cancellation of registration, as well as immediate termination of these Terms and Conditions.

4.5.1. Under no circumstances shall Lokal be responsible for the truthfulness, completeness, or authenticity of the information, documents, and data provided by Users at the time of registration and/or execution of any Transaction through the Platform.

4.6. The User authorizes Lokal or its partners to report, whenever required by applicable law or by a competent authority, any Transactions or information that may fall under the provisions of Law No. 9.613/1998 (Anti-Money Laundering Law) and related regulations, including those issued by the National Monetary Council, the Central Bank of Brazil, and the Council for Financial Activities Control (COAF).

5. Limits of Lokal's Role

5.1. Lokal acts exclusively as a technological facilitator of payments and does not provide, directly or indirectly, any of the following services:

1. issuance, maintenance, or management of payment accounts, digital accounts, or equivalent instruments;
2. execution of foreign exchange services or intermediation of foreign currency;
3. payment services, acquiring, or sub-acquiring services typical of financial and payment institutions; and
4. issuance or custody of electronic money.

5.1.1. At no time do the funds that are the subject of the Transactions remain available to the User with Lokal; there is no payment account, stored balance, custody of funds, holding of amounts, or provision of funds in favor of the User.

5.2. Any foreign exchange transaction eventually involved in the conversion of foreign currency for the payment of a Transaction shall be exclusively carried out by the bank issuing the Payment Instrument together with the card network, under the contracts executed between them and the User. Lokal does not carry out, intermediate, contract, or influence the foreign exchange conversion performed by the issuer of the Payment Instrument and the card network, nor does it have any contractual relationship with them in this or other contexts.

5.3. Lokal makes available, from its own resources, the amounts necessary for the settlement of the Transaction requested by the User, instantly, according to the instructions provided at the time of authorization. Subsequently, the corresponding amount is reimbursed to Lokal through the payment made by the User with their Payment Instrument. The Transaction is, therefore, settled before the financial compensation between the User and Lokal, using Lokal's own resources.

5.4. Lokal does not guarantee that the execution of a Transaction will occur uninterruptedly, securely, or free from technical failures. The Platform may suffer interruptions, limitations, or unavailability due to maintenance, third-party failures, or force majeure events.

5.5. Lokal assumes no responsibility for the content, quality, origin, delivery, price, warranty, compliance, or any other characteristic of the goods or services acquired by the User through the use of the Platform and the services provided, nor does it endorse, validate, recommend, or approve any merchant or the products/services they offer. The existence of a Transaction on the Platform does not imply any endorsement by Lokal, and it is the sole responsibility of the User to assess the risks involved in each Transaction.

5.5.1. Lokal's total liability arising from these Terms and Conditions shall be limited to the amount of the remuneration actually received by Lokal in the respective Transaction, excluding indirect damages, loss of profits, reputational losses, or losses arising from the underlying commercial relationship, except in cases of willful misconduct or fraud proven to have been committed by Lokal.

5.6. The execution of Transactions may involve the participation of Processing Partners contracted by Lokal to capture, process, and settle payments with the Payment Instrument, as well as to carry out Pix transfers within the scope of a Transaction. The User acknowledges that such Processing Partners are solely responsible for the services assigned to them and that Lokal shall not be liable for failures, delays, or unavailability arising from their performance, except in cases provided for under applicable law.

6. Termination of the Relationship Between the Parties

6.1. The User may, at any time, request the closure of their Lokal User Account, in which case the contractual relationship with Lokal shall be considered terminated, subject to pending obligations, including those arising from Transactions already initiated.

6.2. Lokal reserves the right to suspend or cancel the User's access to the Platform, as well as to terminate their User Account, at its sole discretion, in the following cases:

1. inactivity of the User Account for a period exceeding 12 consecutive months;
2. violation of these Terms and Conditions;
3. execution of operations outside the usual pattern of use of the Platform;
4. failure by the User to comply with requests for document submission or clarifications;
5. death of the User; or
6. for any other reason, at Lokal's sole discretion.

6.3. The closure of the User Account shall not affect the collection of amounts eventually owed by the User to Lokal in connection with a Transaction, nor shall it entail Lokal's responsibility for any damages suffered by the User or third parties as a result of discontinued access to the Platform.

7. General Provisions

7.1. By registering on the Platform and using the services offered, the User declares that they have read, understood, and fully agree with these Terms and Conditions and Lokal's Privacy Policy, as well as with other documents governing the use of the Platform and required during the execution of Transactions.

7.2. Lokal values the privacy and security of Users' data. The personal information provided will be used exclusively for the provision of the contracted services, as described in these Terms and in the Privacy Policy. Lokal will not disclose personal data to third parties, except in cases authorized by law, by order of a competent authority, or as necessary for the execution of the services.

7.3. Lokal employs reasonable information security measures to protect Users' data, but is not responsible for unauthorized access resulting from internet security failures or actions by third parties, such as cyberattacks, “hackers,” or “crackers,” including when incidents occur with third parties involved in the chain of capture, processing, integration, or settlement of Transactions.

7.4. All intellectual and industrial property rights related to the Platform, its functionalities, codes, trademarks, trade names, logos, design, images, and other content are the exclusive property of Lokal or its licensors, and their use, reproduction, or exploitation is prohibited without prior written authorization.

7.5. Lokal acts exclusively as a technological facilitator on behalf and for the benefit of the User, and maintains no corporate, contractual, or representative relationship with merchants or third-party recipients of payments made via Pix. Responsibility for any defects, flaws, delays, warranties, refunds, or disputes related to the Transaction lies exclusively with the third-party recipient, and Lokal's role, when applicable, is limited to mediating communication with the issuer of the Payment Instrument.

7.6. Lokal may, at its discretion, add, modify, or remove services and functionalities from the Platform. The eventual offering of new services or products, whether proprietary or from partners, may be subject to fees, as previously informed to the User and in compliance with applicable regulations. Lokal reserves the right to discontinue services at any time.

7.7. These Terms and Conditions constitute a valid and effective electronic contract, governed exclusively by Brazilian law, regardless of the place of access or use of the Platform. By accessing and using the Platform, the User expressly consents to be bound by these Terms and Conditions. Any communication sent to the User by Lokal is part of these Terms, including any updates to policies, regulations, and operational conditions of the Platform. These Terms and Conditions may be made available in various languages: in the event of divergence or ambiguity of interpretation between versions, the Brazilian Portuguese version shall prevail.

7.8. Any disputes arising from these Terms and Conditions shall be settled in the Court of the District of the Capital of the State of São Paulo, with express waiver of any other jurisdiction, however privileged it may be.

7.9. In case of questions, requests, or complaints, the User may contact Lokal at: contact@lokal-app.com.