Last updated: December 1, 2025
(Version 2.0)
LUMX Services
1.1 Introduction. This Master Services Agreement (“MSA”) governs the Client’s access to and use of LUMX’s products, services (and any data derived therefrom), and any support services (each, a “Service”, and collectively, the “Services”). LUMX S.A. (CNPJ/MF nº 42.887.120/0001-00) offers the Services through its own platform (“PLATFORM”) and APIs, providing technological infrastructure for payments integrated with stablecoins. By clicking to accept, checking a box, setting up an account, signing a Service Order, or using the Services, the Client agrees to this MSA.
1.2. Services Use and Access. LUMX grants a limited, temporary, non-exclusive, non-transferable, and revocable license to access and use the APIs that comprise the Platform, strictly as outlined in this Agreement and other applicable technical documentation. LUMX provides CLIENT with access to its Platform, offering integrated and modular solutions designed to facilitate international payments and settlements using stablecoins. These services are made available through user-friendly APIs, for the CLIENT’s internal business purposes, and are subject to the limitations and restrictions set forth in this Agreement, policies and the technical documentation as indicated below. Unless otherwise provided in agreements, contracts, and terms provided by Lumx, the API’s are provided to the CLIENT "as is", without any express or implied warranties regarding continuous, uninterrupted, or error-free operation.
1.2.1. Acting in Own Name or on Client’s Behalf. LUMX, at its sole discretion, may act on its own name on behalf of the CLIENT, or alternatively, act in the name of the CLIENT regarding interactions with third parties for the purposes of the services provided herein.
1.3. Binding Effect. This document establishes the rights and obligations of both LUMX and CLIENT. They are an integral part of any other agreements or contracts entered into by the contracting parties for all legal purposes. Notwithstanding the application of these MSA, LUMX and the CLIENT may execute a separate agreement to address specific aspects of their relationship. In such cases, these MSA will apply in a supplementary manner to the signed agreement, complementing its provisions and guiding the execution of services where the specific contract is silent.
1.4. Acceptance and Effective Date. If an individual accepts or signs this MSA on behalf of a legal entity, such individual represents and warrants that they have authority to bind that entity. If the Client does not agree or cannot comply, the Client must not use the Services. This MSA becomes effective on the earliest of: (a) the date the Client signs a Service Order; (b) the date the Client clicks to accept or otherwise agrees online; or (c) the date the Client receives access to the API Key (the “EFFECTIVE DATE”).
1.4.1. Customer & Beneficiary Acceptance. The CLIENT shall ensure that each of its customers, end users, and any beneficiaries of the Services (collectively, “End-Users”) accept the Lumx Platform Terms of Use and acknowledge the Lumx Privacy Notice (together, the “Platform Terms”) before accessing or using the Services. The CLIENT will (i) present the Platform Terms via incorporation into its own onboarding flow or via hyperlinks provided by Lumx, (ii) obtain and retain evidence of acceptance, and (iii) cease or prevent access for End Users who do not accept the Platform Terms.
1.5. Documentation. The Parties agree that this Master Services Agreement (“MSA”) is binding and governs the relationship between LUMX and the CLIENT. The following documents are referenced by hyperlink and form an integral and inseparable part of this Agreement: (i) Restricted Locations List – https://lumx.io/restricted-list; (ii) Documentation – https://docs.lumx.io/get-started/welcome; (iii) Plataform Terms of Use – https://lumx.io/terms-of-use; (iv) Service Level Agreement (“SLA”) – https://lumx.io/sla; (v) Privacy Notice – https://lumx.io/privacy-policy; (vi) Service Orders (“COMMERCIAL CONDITIONS”) – issued to the CLIENT individually and signed electronically.
1.5.1. These documents set forth the functionalities, conditions of use, technical and legal requirements, and other relevant information necessary to ensure full compliance and the proper operation of each service provided. These documents may be amended from time to time by LUMX. CLIENT will be notified by email or through our website of any amendments to these documents that may materially and adversely affect their ability to use the Services. By accessing or using the Services, the CLIENT confirms full acceptance of these documents.
1.6. Order of Precedence. In the event of any conflict or inconsistency among the documents governing the Services, the following order of precedence shall apply: (1) the applicable Service Orders, solely with respect to the commercial, technical and operational terms expressly set forth therein; (2) this MSA; and (3) the remaining incorporated documents (Platform Terms of Use, SLA, Privacy Notice, Restricted Locations List, policies and Documentation), which shall apply to the extent consistent with the Service Orders and this MSA.Obligations and Responsibilities.
2.1. LUMX’s Support. LUMX will provide support to CLIENT in accordance with the SLA available.
2.1.1. Security of services. LUMX implements and maintains appropriate administrative, technical, and physical safeguards specifically designed to protect the security, confidentiality, and integrity of the Services and any CLIENT Data processed, stored, or transmitted through the Services. Such safeguards include, at a minimum: (i) encryption of CLIENT Data in transit using industry-standard protocols (e.g., TLS or equivalent); (ii) logical separation of CLIENT Data within LUMX’s systems; (iii) access controls to restrict unauthorized access to CLIENT Data and service functionalities; (iv) continuous monitoring of the Services environment for potential threats or vulnerabilities; and (v) regular testing and assessment of security controls applicable to the Services infrastructure.
2.1.2. Cybersecurity. LUMX implements and maintains robust cybersecurity and information security policies and controls, consistent with applicable laws and international standards, to ensure the protection of its systems, networks, infrastructure, and CLIENT data against unauthorized access, misuse, alteration, or destruction. LUMX makes its Cybersecurity Policy and Information Security Policy available on its website available, which detail the administrative, technical, and organizational measures adopted to mitigate risks and respond to incidents. These documents are reviewed and updated regularly to reflect changes in technology, threats, and legal developments. In addition, Lumx indicates that it maintains other internal policies and normative documents addressing various aspects of information security and operational integrity. These include, but are not limited to: (i) Incident Response Policy and related procedures; (ii) Cryptographic Policy, including procedures for the generation, secure storage, rotation, and revocation of cryptographic credentials; and (iii) other adequate internal controls and governance mechanisms designed to ensure compliance, risk mitigation, and the protection of information assets.
2.2. LUMX’s Obligations. LUMX operates as a virtual asset service provider and acts as an intermediary on behalf of third parties, including the purchase, sale and exchange of virtual assets for the account of third parties, in accordance with applicable laws and regulations, including Law No. 14,478/2022, Decree No. 11,563/2023, and the applicable regulations issued by the Central Bank of Brazil (“BCB”), including BCB Resolutions Nos. 519, 520 and 521, as amended or replaced from time to time (the “VASPs Framework”)
2.2.1. Without limiting any other provision of this MSA, LUMX is committed to: (i) Making the Services available in a secure and stable manner, in accordance with the agreed commercial terms; (ii) Continuously updating the Platform, at its discretion and in line with market advancements, to enhance performance and adapt to new technologies; and (iii) Protecting the confidentiality of all information it accesses by implementing appropriate security measures.
2.3. Custody of Virtual Assets. Custody of Virtual Assets. Lumx provides virtual asset custody services, pursuant to Article 9 of BCB Resolution No. 520/2023, exclusively when Lumx holds the custody and control of the private keys related to the CLIENT's virtual assets. (i) Scope of Custody. When Lumx provides custody services for CLIENT’s Virtual Assets, such services shall include the safekeeping, management, and record-keeping of such assets, whether held in hot, warm, or cold wallets, or through third-party custodians. (ii) Disclosure of Custody Methods and Risks. Lumx shall provide CLIENT with clear information about the methods of custody adopted, including the use of technological measures, security protocols, and any involvement of third-party service providers. CLIENT acknowledges and agrees that custody of Virtual Assets involves inherent risks, including, but not limited to, cyberattacks, technological failures, regulatory changes, or operational risks. (iii) Third-Party Custodians. Lumx reserves the right to engage reputable third-party custodians to hold all or part of the CLIENT’s Virtual Assets, provided that Lumx ensures such custodians comply with applicable security, regulatory, and segregation requirements. Lumx shall inform the CLIENT of the identity of essential third-party custodians upon request, unless prevented by confidentiality agreements, regulatory restrictions, or security concerns. (iv) Proof of Reserves. Lumx shall implement Proof of Reserves mechanisms or equivalent practices to demonstrate the existence and segregated availability of Virtual Assets held in custody on behalf of CLIENTs, and shall disclose such practices to CLIENTs, subject to applicable confidentiality and security constraints. (v) Procedures upon Termination or Insolvency. In the event of Lumx’s insolvency, operational discontinuity, or termination of the Agreement, Lumx shall ensure that CLIENT has the right to transfer its Virtual Assets to another custodian or to withdraw them directly, subject to regulatory requirements and technical feasibility. Lumx shall provide CLIENT with reasonable assistance and information necessary for such transfer or withdrawal.
2.4. Segregation of CLIENT Assets. When Lumx provides custody services within the meaning of applicable legal and regulatory definitions, the following provisions shall apply to ensure proper segregation of CLIENT assets and compliance with applicable regulatory requirements. (i) Separation of CLIENT and Lumx Assets. Lumx shall maintain strict segregation between its own assets and CLIENT’s Virtual Assets held under custody, ensuring that CLIENT’s Virtual Assets are not commingled with Lumx’s proprietary assets or used for Lumx’s operational, investment, or proprietary trading activities. (ii) Separate Accounts. CLIENT’s Virtual Assets shall be held in dedicated accounts or wallets separate from Lumx’s own accounts, and appropriately labeled or documented to reflect CLIENT’s ownership. (iii) Protection in Case of Insolvency. In the event of Lumx’s insolvency or bankruptcy, CLIENT’s segregated assets shall not form part of Lumx’s estate or be subject to claims by Lumx’s creditors, to the extent permitted by applicable law. Lumx shall take all reasonable legal and operational measures to ensure such protection. (iv) Disclosure. Lumx shall provide CLIENT with clear disclosures regarding the segregation practices adopted and the legal implications thereof, including the limits of protection provided by applicable law.
2.5. Limits. LUMX is not a bank, financial institution, payment service provider, or foreign exchange broker/dealer. LUMX delivers the Services through technological integrations with licensed and duly authorized partner companies (“PARTNERS”), whose solutions connect to LUMX’s infrastructure. Each PARTNER operates under its own licenses/authorizations and terms, appropriate to the applicable business model and jurisdiction.
2.6. CLIENT’s Obligations and Responsibilities. The CLIENT agrees to:
2.6.1. Regulatory Compliance and Security Obligations: (i) Fully comply with applicable laws, rules, regulations, and jurisdictions, including but not limited to compliance policies, information security policies; (ii) Provide LUMX, upon request and within five (5) days of receiving such request, with access to its internal policies, including but not limited to compliance policies, information security policies, evidence of AML/KYC/KYB practices, records of monitoring suspicious transactions, codes of ethics and conflicts, and any other procedures or policies adopted to ensure transaction security and integrity with third parties; (iii) Ensure compliance with all legal and regulatory requirements applicable to its End-Users, including anti-money laundering, counter-terrorist financing, and the implementation of KYC/KYB procedures to collect, verify, update, and securely store necessary information; (iv) Promptly notify LUMX of any suspected security breaches, unauthorized use of data, or changes in assets potentially considered securities; (v) Refrain from impersonating any individual, company, or institution; (vi) Maintain from engaging in activities that violate any applicable local, state, national, or international laws; (vii) Assume full responsibility for any international transfer of funds (including remittances, transfers, or withdrawals to accounts or wallets abroad), undertaking to: a) carry out such transactions only to wallets or accounts held in its own name; or b) when making transfers or credits to counterparties abroad, ensure that such operations occur exclusively through entities duly authorized to operate in the foreign exchange market, in accordance with applicable regulations.
2.6.2. Use of the Services and API Infrastructure: The CLIENT agrees to: (i) Be solely responsible for all activities performed via its Dashboard account, providing accurate and truthful information; (ii) Understand that Dashboard accounts are individual and non-transferable, and promptly notify LUMX of any unauthorized account usage; (iii) Refrain from using the LUMX Platform to engage in transactions involving countries, individuals, or entities that are prohibited or restricted by economic sanctions imposed by national or international authorities, including those from the United Nations, the United States, the European Union, the United Kingdom, or Brazil; (iv) Refrain from utilizing the Services for illegal purposes or offering the Platform to End-Users for activities contrary to moral standards, good faith, or applicable laws, including money laundering and terrorist financing; (v) Ensure ethical use of the Platform, in compliance with all applicable laws, while preventing illicit activities or actions that contradict good faith and applicable financial regulations; (vi) Take prompt action to correct errors or failures in using the API’s; (vii) Provide all necessary information to enable LUMX to deliver its services effectively; (viii) Not attempt unauthorized access to systems or networks associated with the API’s functionalities; (ix) Refrain from reverse engineering, disassembling, translating, modifying, or creating derivative works from LUMX software or APIs; (x) Avoid using LUMX APIs to develop products that compete with or disrupt LUMX’s operations and; (xi) Not resell or sublicense Platform access or associated data without LUMX’s express consent, under penalty of immediate suspension of access without refund rights and liability for any resulting damages.
2.7. CLIENT’s Liability. If the CLIENT commits a material breach of its obligations under this Agreement, whether through negligence or willful misconduct, and such breach results in direct and demonstrable harm to LUMX, LUMX shall be entitled to seek compensation for direct losses and proven costs, in addition to legal fees at a rate of 20% (twenty percent) on the total amount of the claim, and other damages resulting from the CLIENT's direct breach.Limitation of Liability
3.1. Cap on LUMX's Liability. LUMX shall be liable exclusively for direct and proven damages caused by: (i) breach of the SLA; (ii) breach of LUMX's express obligations under this Agreement; or (iii) LUMX's gross negligence or willful misconduct. In any event, LUMX's maximum liability will not exceed the aggregate amount of the fees paid and payable to LUMX by CLIENT during the twelve (12) month period preceding the date on which the claim arises.
3.2. Exclusion of Indirect and Consequential Damages. Subject to Section 1 and 2, neither Party shall be liable to the other Party (nor to any person claiming rights derived from such other Party's rights) for consequential, punitive, or exemplary damages of any kind (including, without limitation, lost revenues or profits, loss of use, or loss of goodwill or reputation) with respect to any claims based on contract, tort, or otherwise (including negligence and strict liability) arising out of this Agreement, regardless of whether the liable Party was advised, had other reason to know, or in fact knew of the possibility thereof. CLIENT may, from time to time, instruct LUMX to take certain actions, including but not limited to making changes to CLIENT's data or executing transactions on behalf of CLIENT; in no event will LUMX have any liability with respect to any such action taken at CLIENT's instruction, unless due to LUMX's gross negligence or willful misconduct.
3.3. Exclusions from LUMX's Liability. LUMX shall not be liable for losses, damages, delays, or failures arising from: (a) Acts, omissions, insolvency, negligence, fraud, or service interruptions by Partners, third-party custodians, payment processors, or infrastructure providers; (b) Failures of blockchain networks, including attacks, hard forks, or consensus failures; (c) CLIENT's incorrect instructions, security failures, or violations of this Agreement; (d) Force majeure events, sophisticated cyberattacks, government actions, or events beyond LUMX's reasonable control; (e) Virtual asset price volatility, irreversible transactions, or regulatory changes.Fees and Pricing Terms
4.1. Fees. CLIENT shall pay LUMX the Fees specified in the Commercial Terms set forth in the applicable Service Orders and shall comply with all corresponding terms and conditions, minimum contract duration, minimum transaction volume, penalties applicable in the event of non-compliance with the agreed terms, and other provisions governing the relationship between the parties. The Commercial Terms are binding and constitutes an integral and inseparable part of this Agreement. Unless otherwise agreed in a specific Service Order, all Fees shall be charged and collected at the moment each transaction is executed. The fees are calculated in basis points (bps) over the transaction value (reference amount) of each specific transaction, in accordance with the Tier assigned to the CLIENT in the related Service Order.
4.1.1. Commercial and Contractual Commitments. (i) Automatic Fees via API. The CLIENT acknowledges and agrees to the automatic application and deduction of LUMX’s service fees, as defined in the applicable Service Order, on transactions processed through the infrastructure provided by LUMX via API. (ii) Usage-Based Fees and Invoicing. In addition to automatic deductions, certain services may be billed on a usage-based model (for example, on-demand processing, data services, or settlement-related operations). Such usage-based Fees shall be invoiced to the CLIENT at the end of each billing cycle (typically monthly), based on the actual volume of usage during the relevant period. Each invoice shall be issued within ten (10) days following the last calendar day of the billing month, and payment shall be due within ten (10) days of receipt. (iii) Minimum Volume Commitments. If the CLIENT fails to meet the minimum monthly transaction volume commitment established in the applicable Service Order, LUMX shall automatically charge the CLIENT the difference between (a) the fees effectively paid by the CLIENT during the month, and (b) the minimum fee associated with the contracted Tier. This amount shall be invoiced as described above. (iv) Tier Reclassification. If the CLIENT’s monthly transaction volume consistently falls below the minimum required for the applicable Tier, LUMX reserves the right to reclassify the CLIENT to a lower Tier and to retroactively recalculate the applicable fees according to the new Tier’s conditions. LUMX may also adjust the applicable fee structure with prior written notice. (v) Loss of Special Commercial Conditions. Repeated failure to meet the minimum volume requirements may result in the suspension of any special commercial conditions granted to the CLIENT, including, but not limited to: reduced fees, accelerated settlement periods, or exemptions from additional charges. (vi) Late Payments. Late payments of any invoiced amounts shall be subject to the charges, conditions, and procedures set forth in Section 4.1.2 (Late Payments and Disputed Fees) of this Agreement. (vii) Repeated Underperformance. If the CLIENT fails to meet the agreed minimum monthly transaction volume for three (3) consecutive months, LUMX may unilaterally terminate this Agreement upon thirty (30) days’ prior written notice. (viii) Payment Methods and Currency. Payments may be made in USDC, USDT, USD or BRL, at
LUMX’s discretion. Unless expressly stated otherwise in this Agreement or in a specific Service Order, all Fees are non-refundable, and unused Services may not be carried forward to subsequent periods. The CLIENT shall be responsible for all taxes and governmental charges applicable to the transactions under this Agreement, except for taxes levied on LUMX’s net income.
4.1.2. Late Payments and Disputed Fees. Fees due to LUMX are automatically deducted at the time of settlement of each transaction executed via the API. Should CLIENT wish to dispute any deducted amount, CLIENT must notify LUMX in writing via email to operations@lumx.io within five (5) business days from the date of the relevant transaction, providing supporting documentation and justification. LUMX will assess the dispute within ten (10) business days and, if an error is confirmed, will arrange for a refund or compensation of the improperly charged amount. Failure to submit a dispute within the specified timeframe shall be deemed acceptance of the deducted amounts. Without limiting any other rights it may have, if Fees charged via fiscal note/invoice are not received when due, LUMX may (i) assess a late payment charge of 1.5% per month or the maximum allowed by law, if less, and, (ii) upon notice of such overdue payment and CLIENT’s failure to provide payment within 5 days of such notice, suspend access to the Services until payment in full of all overdue Fees and late payments are received.
4.1.3. Price Adjustments. Any changes to the pricing or terms related to the Commercial Terms set forth in the applicable Service Orders shall be communicated to the CLIENT at least thirty (30) days in advance. In the event of the CLIENT’s disagreement with the proposed changes, LUMX reserves the right to unilaterally terminate this Agreement without any burden, penalty, or liability of any kind.
4.2. Penalties for Breach of Negotiated Commercial Terms. The application of penalties set forth in the Commercial Terms set forth in the applicable Service Orders, due to the CLIENT’s breach of the conditions stipulated therein, does not exclude or prevent the application of other penalties provided for in this MSA, when applicable.
4.3. Blockchain Network Fees. Blockchain network fees are included in the price of the contracted plans. The CLIENT shall not incur additional charges for such fees, unless otherwise specified in the Commercial Terms set forth in the applicable Service Orders.Term and Termination.
5.1. Term. This MSA will commence on the Effective Date and remain in effect until: (i) all Service Orders hereunder have expired or have been terminated in accordance with this Agreement, or (ii) CLIENT’s access to the Services have been terminated, whichever is later. The term of each Service Order will commence on the Execution date specified therein and continue for the duration set forth in the applicable Service Orders (which will be twelve (12) months from the Service Order Execution Date if no such period is specified), unless earlier terminated as provided herein. All Service Orders term(s) shall be collectively referred to as the “Term”.
5.1.1. Unless otherwise explicitly agreed to by the parties, following each Order term, LUMX may increase the Fees to LUMX’ then current rates for the applicable Services (which, in LUMX’ sole discretion, may be based on CLIENT’s transaction volume in the immediately preceding Service Order term), and the new Fees will be reflected in CLIENT’s next applicable invoice or transactions. Service Orders may be terminated by either party prior to the expiration of the then-current Service Order term, provided that either party gives at least thirty (30) days’ prior notice to request the cancellation of access to the Platform.
5.2. Termination. The CLIENT may request the cancellation of access to the Platform upon at least thirty (30) days’ prior notice, except when a minimum commitment period between the Parties is specified in the applicable Service Order. LUMX also may, at its sole discretion: (i) Terminate this Agreement without penalty and without the need for justification, upon thirty (30) days’ prior notice from the date of notification to the CLIENT. During this period, both Parties shall continue to perform their contractual obligations, including access to the API and payment of all amounts due until the effective termination date; (ii) Cancel, restrict, or suspend the CLIENT’s access to the Platform immediately and without prior notice, in the following situations: (a) Breach of contract or violation of any provisions, rules, or conditions set forth in this Agreement; (b) Detection of unlawful or improper use of the infrastructure, including activities deemed suspicious or contrary to laws, regulations, or principles of good faith; (c) Risk to the security, stability, or integrity of the API; (d) Review of internal compliance, governance, or information security policies, including when arising from requirements imposed by regulated Partners or changes in the regulatory environment that render the CLIENT’s operational model incompatible with LUMX’s standards.
5.3. Cure Period. In the case of Clause 5.2 (ii), item (a) before applying any limitation, suspension, or cancellation measures, LUMX hall notify the CLIENT in writing, granting a period of 5 (five) business days to remedy the identified breach (“CURE PERIOD”). If the CLIENT fails to remedy the issue within the Cure Period, LUMX may terminate the Agreement and apply the appropriate measures, as provided for in this Agreement.
5.4. Effect of Termination or Expiration. Upon termination or expiration of this Agreement, the CLIENT shall immediately cease using LUMX’s Services and API and shall delete or return all Documentation and data provided by LUMX (“LUMX DATA”), except where retention is required under applicable laws or regulations. No refunds shall apply, as LUMX’s compensation is based exclusively on fees and charges for transactions actually executed, usage-based services, or commercial commitments set forth in the applicable Service Orders. The CLIENT shall remain responsible for payment of all amounts due up to the effective termination date, including but not limited to: (i) open invoices related to services already rendered or minimum volume commitments not met; (ii) differences resulting from minimum transaction shortfalls or Tier reclassifications; (iii) penalties, late payment charges, or contractual interests; and (iv) any applicable collection costs or ancillary expenses. Provisions that by their nature should survive termination—such as confidentiality, data use, payment obligations, indemnities, and license restrictions—shall remain in full force and effect thereafter.
5.5. Record Deletion. Upon the effective date of termination or expiration of this Agreement or any Service Order, LUMX shall delete all CLIENT-related records and data, except where retention is necessary to: (i) comply with legal or regulatory obligations; or (ii) protect its legitimate interests in administrative or judicial proceedings. Any retained data shall remain subject to the confidentiality, data protection, and usage restrictions established under this Agreement.Lumx’s Official Service Channels
6.1. Support. For questions, the CLIENT may contact LUMX at: support@lumx.io.
6.2. CLIENT Support Responsibility. CLIENT is solely responsible for providing support to End-Users and resolving disputes with them. LUMX provides support to CLIENT only.
6.2.1. Support Requirements. CLIENT shall: (a) Maintain End-User support channels; (b) Investigate and resolve End-User complaints in accordance with applicable law; (c) For regulatory complaints or complaints about LUMX or the Platform, notify LUMX within two (2) business days at support@lumx.io and follow LUMX's resolution instructions.
6.2.2. Record Retention. CLIENT shall maintain records of all End-User complaints and resolutions as required by applicable law.Final Provisions
7.1. Privacy Policy. Our Privacy Policy describes how we handle your information when you use the Services. For an explanation of our privacy practices, which may vary depending on the location where you are accessing the Services, please visit our Privacy Policy at https://lumx.io/privacy-policy.
7.2. Amendments. The CLIENT acknowledges and agrees that LUMX, at its sole discretion and whenever deemed necessary, may update this MSA and other legal documents, terms, or policies for compliance and regulatory purposes. Such updates may be communicated via email, directly on the website, through the API, or by any other channel determined by LUMX, and the CLIENT’s express acceptance (opt-in) shall be required as a condition for continued use of the services.
7.3. Preservation of Terms. If any provision of these MSA is deemed invalid or unenforceable, it shall be interpreted to best reflect the original intent of the parties while complying with applicable law. The remaining provisions shall continue in full force and effect.
7.4. Preservation of Rights and Exclusions of Liability. Failure by LUMX to enforce any provision of this MSA does not constitute a waiver of rights. If any provision of this Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to effect the parties’ intention and the remaining provisions of this Agreement will be unaffected. LUMX retains the right to exercise its legal claims within applicable deadlines. Liability exclusions
shall apply in cases of force majeure or unforeseen circumstances, in accordance with Brazilian law, except for any payment obligations under this Agreement.
7.5. Independent Contractors. The Parties are independent contractors. Each Party is not, will not be deemed an employee, agent, partner, joint venturer, franchisee, or legal representative of the other for any purpose, and will not have any right, power, or authority to create any obligation or responsibility on behalf of the other, unless otherwise set forth in this Agreement.
7.6. No Third-Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor will anything herein confer, upon any person other than the Parties hereto and their respective permitted successors and assigns, any rights, remedies, obligations, or liabilities whatsoever.
7.7. Entire Agreement. This Agreement, including all annexes and documents attached hereto and hereby incorporated by reference, constitutes the final, complete, and exclusive agreement between the Parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement, either written or oral. This Agreement is the entire agreement between the parties with respect to the applicable Services and supersedes any prior agreements, proposals and understandings, express or implied, oral or written, about the same subject and for the avoidance of doubt, any existing Services between the parties shall be governed by this Agreement. No term in any CLIENT or Customer Service Order or similar document shall modify this Agreement unless LUMX explicitly agrees to such modification in writing. Any assignment of this Agreement by CLIENT without LUMX’ prior written consent will be null and void.
7.8. Survival. Any provisions of this Agreement which by their nature are intended to survive termination or expiration shall so survive, including but not limited to provisions relating to confidentiality, intellectual property rights, data protection, limitations of liability, indemnification, governing law, dispute resolution, payment obligations accrued prior to termination, and any other terms which, by their express language or necessary implication, are meant to remain in force after the termination of this Agreement.
7.9. Executory Title. The parties acknowledge and agree that this Agreement constitutes an extrajudicial enforceable title, pursuant to Article 784, §4, of the Brazilian Code of Civil Procedure, and may be judicially enforced in case of non-compliance with its obligations.
7.10. Governing Law and General Provisions. This Agreement shall be governed by the laws of the Federative Republic of Brazil, without regard to conflict of law rules. The Parties elect the courts of the Capital of the State of Rio de Janeiro as the exclusive forum to settle any disputes arising out of or relating to this Agreement, waiving any other forum, however privileged.
7.11. Notices. Notices by LUMX to CLIENT may be sent to the email address associated with CLIENT’s account. Notices by CLIENT to LUMX shall be sent to legal@lumx.io.