Terms of Service

These Terms of Service (“Terms” or “Agreement”) constitute a legally binding agreement between Vizum Technologies, S.A.P.I. de C.V. (“Vizum,” “we,” “us,” or “our”) and the business entity that registers for, accesses, or uses our payment infrastructure, APIs, dashboards, or related services (“Customer,” “you,” or “your”).

By creating an account, executing our platform onboarding, accessing our API, or otherwise using our services, you confirm that: (a) you have read, understood, and agree to be bound by these Terms; (b) you have the legal authority to bind your organization to these Terms; and (c) you represent a legitimate business entity, not a consumer acting in a personal capacity.

These Terms incorporate by reference our Privacy Policy, our Acceptable Use Policy (Section 5), and any executed Order Form or Master Services Agreement (“MSA”). In the event of a conflict, the MSA prevails over these Terms, and these Terms prevail over the Privacy Policy.

Vizum Technologies provides B2B cross-border payment infrastructure to businesses operating in Mexico and internationally. Our services may include, depending on your subscription and approved use case:

The specific services available to you are determined by your account type, KYB approval status, jurisdiction, and any applicable transaction limits set by Vizum in its discretion or as required by our CNBV license conditions. Vizum reserves the right to modify, suspend, or discontinue any service with reasonable prior notice, except where required regulatory action necessitates immediate suspension.

To be eligible to use our services, you must:

• Be a legally registered business entity in your jurisdiction of incorporation (corporation, S.A., LLC, or equivalent);
• Not be on any OFAC, EU, UN, or Mexican UIF sanctions list, and not be owned or controlled by any sanctioned person or entity;
• Not be incorporated or primarily operating in a jurisdiction listed as high-risk by the FATF, the CNBV, or the Mexican UIF;
• Have a legitimate business purpose for the payment services you are seeking to use;
• Authorize an individual with the legal authority to bind your organization to enter into this Agreement on your behalf;
• Maintain throughout the term of this Agreement the legal registrations, licenses, and authorizations required to operate your business in your jurisdiction.

Vizum reserves the right to decline any application, terminate any account, or suspend services at any time if we determine, in our reasonable judgment, that a Customer does not meet these eligibility requirements or that continued service would violate applicable law or our regulatory obligations.

Our services are not consumer-facing. You may not use our platform to process payments on behalf of retail consumers through a consumer-facing application without a separate written agreement with Vizum specifically authorizing such use.

Access to our payment services requires completion of our Know Your Business (KYB) onboarding process, which is required by our CNBV license conditions and Mexican AML law. By registering, you agree to:

Vizum may, in its sole discretion, decline to onboard any applicant without providing a reason. Approval of a KYB application does not constitute a guarantee of ongoing service availability. We reserve the right to conduct enhanced due diligence at any time, including requesting source-of-funds documentation for specific transactions.

You agree to use our services only for lawful business purposes consistent with this Agreement. The following uses are strictly prohibited:

Violations of this Acceptable Use Policy may result in immediate account suspension, permanent termination, withholding of funds pending investigation, and reporting to relevant authorities including the CNBV, UIF, and law enforcement agencies. We reserve the right to update this list of prohibited uses by posting revisions to these Terms with 30 days notice.

Vizum acts as a regulated money transmitter and payment intermediary. When you submit a payment instruction via our API or dashboard, you are authorizing Vizum to execute that transaction on your behalf subject to the following terms:

Vizum charges fees for the use of our services as set out in your Order Form, MSA, or our published pricing schedule. By using our services, you agree to pay all applicable fees.

All rights, title, and interest in and to our platform, API, software, documentation, trademarks, and proprietary technology (“Vizum IP”) are and remain the exclusive property of Vizum Technologies, S.A.P.I. de C.V. These Terms do not grant you any ownership rights in Vizum IP.

Subject to your compliance with these Terms and payment of applicable fees, Vizum grants you a limited, non-exclusive, non-transferable, revocable license to access and use our API and platform solely for your internal business purposes and as expressly permitted by this Agreement. You may not sublicense, resell, or white-label our platform without our prior written consent.

You retain all rights to your own data and content. You grant Vizum a limited license to use your data solely to provide the services described in this Agreement, including for compliance, fraud prevention, and regulatory reporting.

Any feedback, suggestions, or ideas you provide to Vizum about our services may be used by Vizum without restriction or compensation to you.

Each party acknowledges that in the course of this Agreement it may receive confidential information belonging to the other party (“Confidential Information”). Confidential Information includes, but is not limited to: API keys, pricing, technical documentation, transaction data, business plans, customer lists, and any information marked as confidential.

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information (but no less than reasonable care); (b) not disclose Confidential Information to any third party without the disclosing party's prior written consent; and (c) use Confidential Information only as necessary to perform obligations under this Agreement.

These obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was independently developed by the receiving party without reference to the Confidential Information; (c) was lawfully obtained from a third party without restriction; or (d) is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt notice to the disclosing party where legally permissible.

Confidentiality obligations survive termination of this Agreement for a period of five (5) years.

By Vizum. Vizum represents and warrants that: (a) it holds and will maintain the CNBV Registered Money Transmitter license (folio RECC-TDD folio 22443) required to provide the services; (b) it will perform the services in a professional manner consistent with industry standards; and (c) it has the legal authority to enter into and perform this Agreement.

By Customer. You represent and warrant that: (a) you are a legally formed and operating business entity; (b) you have the legal authority to bind your organization to this Agreement; (c) all information you provide to Vizum is and will remain accurate and complete; (d) your use of our services will comply with all applicable laws and regulations; (e) the beneficial ownership information you provide is accurate, complete, and up-to-date; and (f) you are not subject to any sanctions or debarment that would prohibit your use of our services.

Disclaimer of Warranties.Except as expressly stated in this Agreement, our services are provided “as is” and “as available.” To the maximum extent permitted by applicable law, Vizum disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that our services will be uninterrupted, error-free, or that all payment instructions will be successfully executed.

Exclusion of Consequential Damages. To the maximum extent permitted by applicable Mexican law, in no event shall Vizum, its directors, employees, agents, or affiliates be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, goodwill, or business opportunities, arising out of or related to this Agreement or your use of our services, even if Vizum has been advised of the possibility of such damages.

Cap on Liability.Vizum's total aggregate liability to you for any and all claims arising under or related to this Agreement shall not exceed the greater of: (a) the total fees paid by you to Vizum in the three (3) months immediately preceding the event giving rise to the claim; or (b) MXN $50,000 (fifty thousand Mexican pesos).

Exceptions.The limitations above do not apply to: (a) liability for fraud or willful misconduct by Vizum; (b) liability for bodily injury or death caused by Vizum's negligence; or (c) any other liability that cannot be excluded or limited under applicable Mexican law.

Force Majeure. Vizum is not liable for delays or failure to perform resulting from causes beyond our reasonable control, including natural disasters, acts of government, banking system outages, BANXICO system downtime, or international sanctions enforcement actions.

You agree to defend, indemnify, and hold harmless Vizum Technologies, S.A.P.I. de C.V. and its directors, officers, employees, and agents from and against any and all claims, damages, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your breach of any representation, warranty, or obligation under these Terms;
• Your violation of any applicable law or regulation, including AML, sanctions, or tax law;
• Your fraudulent, illegal, or unauthorized use of our services;
• Any third-party claims arising from transactions you initiated through our platform;
• Any regulatory investigation, fine, or penalty imposed on Vizum arising from your activities on our platform;
• Your failure to provide accurate KYB information, resulting in Vizum processing transactions that violate applicable law.

Vizum will provide you with prompt written notice of any claim subject to indemnification and will give you reasonable cooperation in the defense of such claim, at your expense. You may not settle any such claim in a manner that imposes any obligation on Vizum without our prior written consent.

This Agreement commences on the date you accept these Terms (or, if earlier, the date you first access our services) and continues until terminated by either party in accordance with these Terms.

Termination by Customer. You may terminate this Agreement at any time by providing written notice to legal@vizum.mx and closing your account. Termination does not relieve you of obligations incurred prior to the effective date of termination, including payment of outstanding fees.

Termination by Vizum for Cause. Vizum may terminate this Agreement immediately, without notice, if: (a) you breach any material provision of these Terms and fail to cure such breach within 10 business days of written notice; (b) we determine that you or any beneficial owner are subject to sanctions; (c) you become insolvent or are subject to insolvency proceedings; (d) we are required to terminate by regulatory directive from the CNBV or another authority; or (e) we reasonably suspect you of fraud or money laundering.

Termination by Vizum Without Cause. Vizum may terminate this Agreement without cause by providing 60 days written notice.

Effect of Termination. Upon termination, your access to our platform and API will be suspended. Vizum will settle outstanding transactions and return any funds held in your Vizum account, less any fees, fines, or amounts owed to Vizum, within a commercially reasonable period (subject to any regulatory hold obligations). Sections 8, 9, 10, 11, 12, 14, 15, and any other provisions by their nature intended to survive, will survive termination of this Agreement.

This Agreement is governed by and construed in accordance with the laws of the United Mexican States and, where applicable, the laws of Mexico City (Ciudad de México), without regard to conflict of law principles.

The parties expressly submit to the exclusive jurisdiction of the competent courts of Mexico City (Ciudad de México) for resolution of any dispute arising under or related to this Agreement.

Applicable Mexican law includes, but is not limited to: the Ley General de Títulos y Operaciones de Crédito (LGTOC), the Ley de Instituciones de Crédito, the Ley para Regular las Instituciones de Tecnología Financiera (Ley Fintech), the Ley Federal para la Prevención e Identificación de Operaciones con Recursos de Procedencia Ilícita (LFPIORPI), and the Ley Federal de Protección de Datos Personales en Posesión de los Particulares (LFPDPPP).

We encourage parties to resolve disputes informally before initiating formal proceedings. If you have a dispute with Vizum, please contact us first at legal@vizum.mx. We will attempt to resolve the dispute within 30 calendar days of receiving your written notice.

If informal resolution is unsuccessful, either party may initiate formal legal proceedings in the competent courts of Mexico City as set forth in Section 14. The parties waive any objection to the jurisdiction of such courts on grounds of inconvenient forum.

For disputes involving amounts below MXN $500,000 (five hundred thousand Mexican pesos), the parties agree to first attempt resolution through non-binding commercial mediation administered by the Centro de Arbitraje de México (CAM) or another mutually agreed mediator, before commencing court proceedings. Mediation proceedings are confidential and without prejudice.

Nothing in this Section limits either party's right to seek emergency injunctive or equitable relief from a court of competent jurisdiction to protect confidential information or intellectual property.

Vizum reserves the right to modify these Terms at any time. We will provide at least 30 days prior written notice of material changes by: (a) sending an email to the address on file for your account; and (b) posting the revised Terms at vizum.mx/legal/terms with a new effective date.

Your continued use of our services after the effective date of any amendment constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must cease using our services and provide written notice of termination prior to the effective date of the change.

Changes required by law, regulatory directive, or to protect the security of our platform may take effect immediately. We will notify you as soon as practicable of any such changes.

Questions, notices, and correspondence regarding these Terms should be directed to our Legal team:

Formal legal notices must be in writing and sent by email to legal@vizum.mx with a copy sent by registered post to our registered address. Notices are deemed received on the date of email delivery confirmation or five business days after posting, whichever is earlier.