Terms of Use

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN ARBITRATION AGREEMENT AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE ARBITRATION AGREEMENT LIMITS TENSEC PAYMENT, INC’S LIABILITY TO YOU AND REQUIRES INDIVIDUAL ARBITRATION FOR LEGAL DISPUTES BETWEEN YOU AND TENSEC PAYMENTS, INC.

Tensec Payments, Inc. (“Tensec”) is a digital financial services platform that provides a set of technological solutions which facilitate cross-border payments between United States businesses and the foreign businesses with which they import or export goods. Your use of the either Tensec website, https://www.tensec.io/pt/home or https://www.tensec.io/ (collectively, the “Website”) and the Services (defined below) are subject to your compliance with these terms and conditions of service (the “Terms”). Please carefully read these Terms, including the Tensec Privacy Policy available at https://www.tensec.io/pt/home before you use the Services or access the Website.

1. Acceptance; Services Overview

These Terms constitute a legally binding agreement between Tensec, its subsidiaries, affiliates, agents, service providers, and assigns (“us,” “we,” “our”) and you (“you,” “your”). The Terms govern your use of services, products, features, functions, technologies, or content offered on the Website, and all related sites and applications, regardless of how accessed, including by computer, mobile phone, tablet or any other device (collectively, the “Services”).  All banking services are performed by Braza Bank SA Banco de Câmbio and Stearns Bank (collectively, as applicable, “Bank”).  By agreeing to these Terms, you also agree to:

• Braza Terms of Use and Stearns’ Electronic Banking Agreement and Electronic Funds Transfer Disclosure;
• Braza Bank’s Privacy Policy and Stearns’ Privacy and Security Policy.

By signing up for Tensec or visiting Tensec’s Website, you understand and agree to comply with these Terms, and all applicable local, state, national and international laws and regulations, and are responsible for ensuring any Authorized User does the same. You may not use the Services if you do not agree to and accept the Terms.

2. Services with Additional Terms; Business Days

Some of our Services may be subject to our additional terms, conditions, agreements, policies, guidelines, rules and schedules, which will be posted or made available separately from these Terms when the Service is offered (“Additional Terms”), including our Privacy Policy, located at https://www.tensec.io/pt/home and the AAA Rules (described in Section 23.6. Such Additional Terms are incorporated into and form a part of these Terms.  If there is a conflict between these Terms and the Additional Terms, the Additional Terms will control.

For purposes of these Terms, our business days are Monday through Friday.  Holidays are not included.

3. Changes to These Terms; Modifications to Services

We may change these Terms from time to time. For example, we might change these Terms if there are changes to our Services, our technology, applicable laws, or for other reasons. If we do that, we will give you notice by posting the updated Terms on the Website. Any changes will become effective immediately after they are posted and will apply to your use of our Services after the changes become effective, except that changes addressing modifications to our Services or new functions or changes made for legal reasons may be effective immediately, with or without notice to you. Your continued use of our Services after these Terms have changed means that you accept those changes. If you do not agree to any changes, you cannot continue using our Services. We may discontinue, temporarily or permanently, our Services or any part of our Services, or otherwise change our Services with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of our Services.

4. Accessing and Using Certain Services; Account Application

In order to use our Services, upon approval for a Tensec Account for one or more of the clients you refer to us (as defined in Section 5.2), Tensec will establish an account at Bank (“Bank Account”).

In the future, our Services may include access to and maintenance of certain other financial products and accounts offered by Bank. You understand that Bank has sole discretion to approve or deny the application of any of the business clients you refer to us for such products or accounts, or discontinue such products or accounts, for any reason, subject to applicable law. We or Bank may limit or deny your access to any other aspect of our Services for any reason, subject to applicable law.

5. Account Eligibility; Account Registration; Security

1. Account Eligibility

In order to use the Service, you first must register the client you refer to us. As part of such registration and use of the Service, you represent and warrant that:

• If an individual, you are of the legal age of majority in your jurisdiction, but in all events at least 18 years old;
• You have full authority to enter into this Agreement;
• You will not be violating any laws or regulations by registering any business client with us, entering into or by performing any part of this Agreement, or by otherwise using the Service;
• You are not an agent acting for an undisclosed principal or third party beneficiary. In the event that you are acting for a third party, you agree to provide us with certified copies of identification evidence of such authorizations that you have received from the third party and obtain our express approval before acting on that third party’s behalf;
• All information provided by you as part of your or your client’s registration and use of the Service is accurate and complete, and you undertake to promptly notify us of any changes to such information; and
• You will ensure that your and your clients’ contact details provided at registration remain accurate and up to date. We will use those contact details to contact you wherever required under this Agreement or in connection with the Service. You may update your contact details at any time by logging in to the platform.

2. Account Registration

We may ask you to create or apply for an online account to use certain parts of the Website or our Services (“Tensec Account”). When you create a Tensec Account, you may be required to pick a username, password, and/or other access credentials (“Access Credentials”). Registration data and certain other information about you are governed by our Privacy Policy.  

To help the government fight the funding of terrorism or money laundering activities, Federal law requires the Bank and us to obtain, verify and record information that identifies each person to whom we provide certain Services.  What this means for you when you use our Services on your own behalf or on behalf of your clients is that we will require you to provide your or your clients’ name, address, date of birth, taxpayer ID, phone number, email address, and other information that will allow us to identify you.  We may require you to provide documentation, which may include your or your client’s owners’ passport, driver’s license, or other government issued photo identification document.  We may also contact you or your client if we have additional questions.

3. Account Security

You are responsible for the use of the Services under your Tensec Account, for maintaining the confidentiality of your Tensec Account and Access Credentials and for restricting access to your computer and any other devices you use to access your Tensec Account, and you agree to accept responsibility for all activities that occur under your Tensec Account or Access Credentials. You may not assign or otherwise transfer your Tensec Account to any other person, except to the extent that these Terms or any Additional Terms permit you to add an Authorized User. You acknowledge that we are not responsible for third party access to your Tensec Account, including access by an Authorized User and access that results from theft or misappropriation of your Tensec Account or Access Credentials. We reserve the right, in our sole discretion, to refuse or cancel Services, or terminate your Tensec Account. You agree to (a) provide us with complete, accurate and up-to-date information for your Tensec Account and you agree to update such information and keep it accurate, complete and up-to-date; if you don’t, we might have to suspend or terminate your Tensec Account, (b) immediately notify us of any unauthorized use of your Access Credentials or Tensec Account or any other breach of security and (c) ensure that you exit from your Tensec Account at the end of each session when accessing our Services. We will not be liable for any loss or damage arising from your failure to comply with this Section 5.

4. Electronic Certifications

By accepting these Terms, you certify under penalty of perjury that:

• Any CNPJ or CPF that you may provide is correct; and
• None of your clients are U.S. Persons, as defined in the North American legislation called “FATCA”.

5. Telephone Communications; Consent to Automated Messages; Agreement to Update Contact Information

You agree to be contacted by us, our agents, representatives, affiliates, or anyone calling on our behalf for any purpose, at any telephone number or physical or electronic address you provide or at which you may be reached. You represent that the telephone numbers that you have provided to us are your or your clients’ contact numbers. You represent that we are permitted to give calls at each of the telephone numbers you have provided to us. You agree to promptly alert us whenever you or your client stop/s using a particular telephone number, including a mobile telephone number.

You agree to receive Short Message Service (SMS) communications (including text messages), calls, and messages (including pre-recorded, artificial voice, and autodialed or automatically texted) from us, our agents, representatives, affiliates, or anyone calling or texting on our behalf at the specific numbers you have provided to us, or numbers we can reasonably associate with you (through skip trace, caller ID capture, or other means), with information or questions relating to you or our Services. Automated messages may be played when the telephone is answered, whether by you or someone else. In the event that an agent or representative calls, he or she may also leave a message on your answering machine or voicemail or send a message by text. Calls may be recorded.

You understand that such SMS communications may be placed using an automatic telephone dialing system or may include automated SMS messages. Your consent is required to allow Tensec to contact you and to use our Services. As always, you agree that you are responsible for any message, data rates or fees that your telephone service provider charges in relation to SMS messages sent and received by you. If you have any questions regarding those rates, please contact your wireless carrier.

You also agree to receive alerts about your activity, balances, payments, suspicious activities, and other matters involving your use of the platform or our Services through push notifications to your smartphone or other device. Receipt of push notifications may be delayed or prevented by factors beyond our control, including those affecting your internet/phone provider. We are not liable for losses or damages arising from non-delivery, delayed delivery, or the erroneous delivery of any push notification; inaccurate push notification content; or your use or reliance on the content of any push notification for any purposes. Each push notification may not be encrypted, and may include your name and information pertaining to your Tensec Account or use of the Services. We may terminate your use of push notifications at any time without notice. You may choose to discontinue receiving push notifications by updating your preferences on your smartphone or device. You acknowledge and agree that standard call, message, and data rates charged by your carrier apply to all communications by or with us.

If you change or deactivate your mobile number, e-mail address, mailing address, or any other contact information you have provided, you agree to promptly update your contact information.

To unsubscribe from text messages at any time, reply STOP to any text message you receive from us. If you unsubscribe, we may restrict or terminate your access to our Services. You consent that following such a request to unsubscribe, you may receive one final text message from us confirming your request and/or providing an alternative to access our Services.

6. Electronic Fund Transfer Disclosure Statement

The following disclosures shall be made to your business clients in accordance with the federal law of the United States of America regarding electronic payments, deposits, transfers of funds and other electronic transfers to and from the Tensec Account of your clients. There may be limitations on account activity that restrict your ability to make electronic fund transfers. Any such limits are disclosed in the appropriate agreements governing your client’s Tensec Account.

1. Definitions

1. Electronic Fund Transfer: Any transfer of funds, other than a transaction originated by check, draft or similar paper instrument, that is initiated through an electronic device or computer to instruct us to debit or credit an account. Electronic Fund Transfers include such electronic transactions as direct deposits or withdrawals of funds, transfers initiated via telephone, website or mobile application.

1. Your Liability

1. Authorized Transfers: You are liable for all Electronic Fund Transfers that you or an Authorized User authorizes, whether directly or indirectly.

7. Territorial Restrictions

Software available in connection with our Services and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from our Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using our Services is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all domestic and foreign laws regarding your use of our Services.

8. No Commercial Use

Unless otherwise expressly authorized in these Terms or in our Services, you agree not to use, display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or upload for any commercial purposes our Services or any part of our Services, including use of or access to our Services, or those of third parties.

9. Illegal Transactions and Internet Gambling

You must not use our Services or your Tensec Account, for any illegal purpose or internet gambling. You must not use your Tensec Account to fund any account that is set up to facilitate internet gambling. We, Bank or any service provider may deny transactions or authorizations from companies that are apparently engaged in or are identified as engaged in the internet gambling business.

10. Intellectual Property Rights

1. Services Content, Software, and Trademarks

You acknowledge and agree that our Services may contain content or features (“Services Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by us, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on our Services or the Services Content, in whole or in part. In connection with your use of our Services, you will not engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If you are blocked by us from accessing our Services (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (for example, by masking your IP address or using a proxy IP address). Any use of our Services or the Services Content other than as specifically authorized in these Terms is strictly prohibited. The technology and software underlying our Services or distributed in connection with our Services are the property of Tensec, our affiliates, and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted in these Terms are reserved by us. The Tensec name and logos are our trademarks and service marks (collectively, the “Tensec Trademarks”). Other product and service names and logos used and displayed via our Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to us. Nothing in these Terms, any Additional Terms or our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Tensec Trademarks displayed on our Services, without our prior written permission in each instance. All goodwill generated from the use of Tensec Trademarks will inure to our exclusive benefit.

11. Account Funds

If one of your client sends money to Tensec using the Services, that money may be held in subaccounts or pooled accounts at Bank, until we move it outside of that bank account.

All U.S. persons, including U.S. banks, bank holding companies, non-bank subsidiaries or money services businesses, must comply with the Office of Foreign Assets Control’s (“OFAC”) regulations.  This means that we may institute a hold on your client’s Tensec Account or their bank account, if they are a “Specially Designated National”, as defined in the OFAC regulations, or fall into the scope of a country-based sanction program.

12. Payments through the Services

By using our Services, your client can send money to or request money from a company residing in the United States for solely commercial purposes, through their Tensec Account. All Transactions (as defined below) are processed by our Bank and are subject to these Terms, as well as the terms of any other agreement you or the recipient/sender of funds has with us and/or Bank.

13. Payment Transaction Types

A sender uses the Service to send money (“Sender”) and a recipient receives money (“Recipient”) through the Service (each a “Transaction”).

There are two types of Transactions available through our Services:

• Fixed BRL Transaction, where you instruct us to convert a specific amount of BRL into a specified foreign currency and then to transfer the resulting converted amount to the Recipient; and
• Fixed Foreign Currency Transaction, where you instruct us to transfer a specific amount of foreign currency (U.S. Dollar (“USD”)) to the Recipient.

14. Sender Authorizing a Transaction

When you initiate a Transaction when your client is receiving a payment, your client’s payment instruction authorizes us to debit the account associated with your client’s Tensec Account for the amount of the Transaction and move the funds to their designated Brazil account. By authorizing a Transaction, you or your client also authorizes Bank to initiate any other transactions necessary to correct errors or reverse payments that are rejected or returned. When you initiate a Transaction when your client is making a payment, your client is solely responsible for ensuring they have sufficient available funds so sufficient available funds are received in turn in your client’s Tensec Account to complete any payments initiated through the Service. Your client agrees to reimburse Bank for any fees, costs, or expenses it incurs as a result of insufficient or unavailable funds in connection with any Transaction you initiate.

15. Transaction Fees and Taxes

You are responsible for determining whether you owe any taxes as a result of the referral fees you earn for your use of the Services and remitting such taxes to the appropriate authority.

16. Recipient Receiving a Transaction

Upon our receipt of the funds associated with a Transaction, we will transfer those funds to the bank account of your designated Recipient.  As a Recipient, you are appointing us as your agent for the purpose of receiving Transactions funds that are transmitted through the Service.

17. Transaction Limits

We may, at our discretion, impose limits on the amount and/or number of Transactions you can send and receive and/or may impose ACH funding limits on a per account basis. We or Bank may reject or reverse any transaction that would cause the Sender or Recipient of the Transaction to exceed these limits, or if we or Bank determine in our sole discretion that the Transaction was invalid for any reason. You agree that we will incur no liability if we are unable to complete any Transaction or if we reverse a Transaction because of: (i) the Sender’s insufficient available funds; (ii) malfunction of the Services due to circumstances beyond our control or due to circumstances that you were already aware of at the time you initiated your payment instruction; (iii) failure of the recipient to receive the Transaction; or (v) the Transaction would cause the Sender or Recipient to exceed applicable transaction limits, or violate applicable law, these Terms, or any other agreement the Sender or Recipient has with us and/or Bank. We reserve the right to change transaction limitations at any time, in our sole discretion, with or without notice to you.

18. Fraud; Monitoring

We and Bank review Transaction activity at various times for, among other things, suspicious or illegal activity, and whether a Transaction complies with applicable law, these Terms, or any other agreement the Sender or Recipient has with us and/or Bank. In connection with our review process, we may require you or your client to provide additional information and/or documentation to verify the Transaction. Your or your client’s Tensec Account and/or access to funds sent to you or your client may be limited until verification is completed. Reviews may result in, among other things, (i) delayed, blocked or canceled Transactions; (ii) money being held by Bank; (iii) money being applied to amounts you or your client owe(s) to us or Bank, or used to offset loss incurred by us or Bank; (iv) restriction, suspension, or termination of your or your client’s Tensec Account; (v) money being seized to comply with a court order, warrant, or other legal process; and/or (vi) money you or your client previously received being debited from your or your client’s Tensec Account and sent to Bank or the Sender. Among other reasons, we or Bank may take these actions if you or your client knowingly or unknowingly were a participant in a Transaction that was made from a Tensec Account without the appropriate authorization.

THE SERVICES SHOULD ONLY BE USED TO TRANSACT WITH COMPANIES YOU KNOW AND TRUST. DO NOT USE THE SERVICES TO TRANSACT WITH COMPANIES YOU DON’T KNOW. IF YOU DO, AND WE LATER REVERSE THE TRANSACTION (WHICH MAY OCCUR IF IT IS DETERMINED THAT THIS AGREEMENT OR AN AGREEMENT GOVERNING A TENSEC ACCOUNT WAS VIOLATED, OR IF THE TRANSACTION WAS NOT AUTHORIZED), YOUR CLIENT COULD LOSE THE MONEY SENT IN THE TRANSACTION.

If we, in our sole discretion, determine that you or any of your clients have engaged in abuse, misuse, or fraud in connection with using our Services relative to a Transaction, or that you or any of your client attempted to do so, we may take any action, including: (i) reverse a deposit to any of your client’s Tensec Account that occurred as a result of a Transaction; (ii) temporarily suspend your or your clients’ ability to make Transactions through our Services; (iii) terminate your or your client’s ability to make Transactions through our Services; and/or (iv) cancel or restrict their Tensec Account.

19. Termination

Any pending Transactions at the time of termination, closure, or suspension of your client’s Tensec Account will be settled. Any funds that we are holding in custody for your client at the time of termination, suspension, or closure of their Tensec Account, less any applicable fees, (i) may be made available for your client in Bank’s sole discretion and subject to the other conditions in these Terms and applicable law, and (ii) we may require your client to link a new bank account that has not been associated with their Tensec Account to cash out such funds. If an investigation is pending at the time of closure, we may hold their funds until resolution of the investigation.

20. Refunds; Reversals and Chargebacks

Transactions may be invalidated or reversed by us or Bank if, among other reasons, we send funds to your client in error, the funding transaction is declined or reversed, the Transaction was unauthorized or unfunded, or the Transaction was made for activities or reasons that violate these Terms or any other agreement you or your client have with us or Bank. If any Transaction you or your client initiate(s) is invalidated for any reason, you or your client may be liable to us or Bank for the full amount of the Transaction, and Bank may recover the amount of the Transaction (plus applicable fees, if any) from you or your client. Bank may recover the amount of the Transaction from the Sender or Recipient in its sole discretion (subject to applicable law). When recovering the amount of an invalidated Transaction from you or your client, Bank may apply any cash sent to your client in a subsequent Transaction, debit funds from your client’s Tensec Account, engage in collection efforts to recover such amounts from you or your client, place a limitation or restriction on your client’s Tensec Account, or take any other action authorized by these Terms or any other agreement you have with us or Bank.

21. Unauthorized Transactions

To protect yourself from unauthorized Transactions, you should regularly log into your Tensec Account and review the activity on your Tensec Account to ensure each Transaction was authorized and accurately completed. If you believe your Access Credentials have been stolen, compromised, or a Transaction was made without your authorization, notify us IMMEDIATELY by writing to us at suporte@tensec.io. We are not responsible for resolving disputes between you and any of your clients or any other Tensec user with whom you engage in Payments Transfer Transactions.

22. Indemnity and Release

You agree to release, indemnify, and hold us, our third party product providers, our and their affiliates, officers, employees, directors, shareholders, and agents harmless from any and all losses, damages, judgments, settlements, fines, penalties, fees, costs and expenses, including reasonable attorneys’ fees, claims, actions of any kind, proceedings, and injury (including death) arising out of or relating to your use of our Services, any Services Content, your connection to our Services, your violation of these Terms, or your violation of any rights of another.

23. Disclaimer of Warranties

YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK. OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT OUR SERVICES WILL MEET YOUR REQUIREMENTS, THAT OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SERVICES WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH OUR SERVICES WILL MEET YOUR EXPECTATIONS.

24. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TENSEC AND ANY THIRD PARTY PRODUCT PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF TENSEC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE OUR SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM OUR SERVICES; (C) UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR SERVICES; OR (E) ANY OTHER MATTER RELATING TO OUR SERVICES. IN NO EVENT WILL TENSEC’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID TENSEC IN THE LAST 3 MONTHS OR, IF GREATER, $100. 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 ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF OUR SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF OUR SERVICES.

25. Termination

You agree that we, in our sole discretion, may suspend, restrict access to, or terminate your Tensec Account or use of our Services, including but not limited to canceling or suspending certain transactions for any reason, including for lack of use or if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of our Services may be referred to appropriate law enforcement authorities. You agree that any termination of your access to our Services under any provision of these Terms may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your Tensec Account and all related information and files in your Tensec Account and/or bar any further access to such files or our Services, subject to applicable law. Further, you agree that we will not be liable to you or any third party for any termination of your access to our Services.

26. Interaction with Other Users

You agree that you are solely responsible for your interactions with any other user in connection with our Services, and we will have no liability or responsibility with respect to your interactions. We reserve the right, but have no obligation, to become involved in any way with disputes between you and any other user of our Services.

27. Governing Law; Venue

These Terms will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth below, you and we agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco County, California.

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

1. Dispute Resolution by Binding Arbitration; Class Action Waiver

YOU MUST READ THIS SECTION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND TENSEC.  YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS SECTION AS PROVIDED IN SECTION 23.3 BELOW.

2. Election to Arbitrate; No Jury Trial

This Section 23 is referred to in these Terms as the “Arbitration Provision.” You agree that any and all disputes or that have arisen or may arise between you and Tensec, whether arising out of or relating to these Terms (including any alleged breach), our Services, any advertising, any aspect of the relationship, or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Provision, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Provision does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf.

You agree that, by entering into these Terms, you and Tensec are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not by a judge or jury.

3. Applicability of Federal Arbitration Act; Arbitrator’s Powers

This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed and enforceable under the Federal Arbitration Act (“FAA”).  The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations.  The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision.  The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court.  The arbitrator shall take steps to reasonably protect confidential information.

4. Opt-Out of Arbitration Provision

You may opt-out of this Arbitration Provision for all purposes by sending an arbitration opt-out notice to support@tensec.io within 60 days of the date of your electronic acceptance of these Terms. The opt-out notice must clearly state that you are rejecting arbitration; identify these Terms to which it applies by date; provide your name, address, and social security number; and be signed by you. You may send an opt-out notice in any manner you see fit as long as it is received at the specified address within the specified time. No other methods can be used to opt-out of this Arbitration Provision. If the opt-out notice is sent on your behalf by a third party, such third party must include evidence of his or her authority to submit the opt-out notice on your behalf.

5. Class Action Waiver

YOU AND TENSEC AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND TENSEC AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIMS.

6. Pre-Arbitration Dispute Resolution; Required Notice to Tensec

Tensec is always interested in resolving disputes amicably and efficiently, and most user concerns can be resolved quickly and to the user’s satisfaction by emailing customer support at suporte@tensec.io. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other a written Notice of Dispute (“Notice”). The Notice to Tensec should be sent suporte@tensec.io (“Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought. If you and Tensec do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Tensec may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Tensec or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you are or Tensec is entitled.

7. Arbitration Procedure

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Tensec and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of each’s ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Tensec agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

8. Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is US$ 75,000 or less, at your request, Tensec will pay all Arbitration Fees. If the value of relief sought is more than USD 75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Tensec will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Tensec will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

9. Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator will be strictly confidential for the benefit of all parties.

10. Survival and Severability of Arbitration Provision

This Arbitration Provision shall survive the termination of these Terms.

If a court or the arbitrator decides that any term or section of this Provision (other than Section 23.4) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Provision will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of Section 23.4 are invalid or unenforceable, then the entirety of this Arbitration Provision will be null and void, unless such sections are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.

11. Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms to the contrary, Tensec agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of our Services, you may reject any such change by sending Tensec written notice within 30 calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

12. Entire Agreement

These Terms and any Additional Terms constitute the entire agreement between you and us and govern your use of our Services, superseding any prior agreements between you and us with respect to our Services. You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party services, third party content, or third-party software.

13. Assignment; Waiver

These Terms are specific to the relationship between you and Tensec. You may not assign these Terms without our prior written consent, but we may assign or transfer these Terms, in whole or in part, without restriction.

Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.  If we decide to make a special exception and waive your obligation to follow any part of these Terms, we will notify you in writing.

14. Section Headings

Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

15. Notices

Any written notice you give us is effective when we actually receive it, and it must be given to us according to the specific delivery instructions provided, if any. If no delivery instruction is provided, notice must be given by emailing us at support@tensec.io. We must receive it in time to have a reasonable opportunity to act on it.  Written notice we give you is effective when it is deposited in the U.S. mail with proper postage and addressed to your mailing address associated with your Tensec Account or emailed to you at the email address we have on file for you.

The Services may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Services.

To the extent permitted by law, you waive any notice of non-payment, dishonor or protest regarding any items credited to or charged against your Tensec Account.

16. Contact Us

You may contact us by email at suporte@tensec.io.