These Terms of Use ("Terms") govern your access to and use of the website, APIs, dashboard, and card-as-a-service platform operated by Zelt LTDA ("Zelt", "we", "us", or "our"). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree, do not use our Services.
These Terms apply to all users, including corporate clients ("Partners") integrating Zelt's API to offer card programs, and end users ("Cardholders") issued cards through Partner programs.
1. Definitions
- "Services" — Zelt's website, API, dashboard, card issuance infrastructure, KYC/AML tooling, and related products.
- "Partner" — A business entity that has entered into a separate agreement with Zelt to access and integrate the Services.
- "Cardholder" — An individual who has been issued a payment card by a Partner using Zelt's infrastructure.
- "Card Program" — A configured program through which Partners issue cards to Cardholders.
- "Stablecoins" — Digital assets pegged to fiat currencies (e.g., USDC, USDT) used as the funding source for card programs.
- "KYC/AML" — Know Your Customer and Anti-Money Laundering procedures required by applicable law.
2. Eligibility
To use our Services, you must:
- Be at least 18 years of age (or the age of majority in your jurisdiction).
- Have the legal capacity to enter into a binding agreement.
- Not be located in, or a national or resident of, any country subject to comprehensive sanctions (including but not limited to Cuba, Iran, North Korea, Russia, Syria, and the Crimea, Donetsk, and Luhansk regions).
- Not be listed on any sanctions list maintained by the U.S. Office of Foreign Assets Control (OFAC), the United Nations, or the European Union.
- Successfully complete Zelt's KYC/KYB verification process.
- Use the Services solely for lawful purposes and in compliance with these Terms.
Zelt reserves the right to deny access or suspend accounts that do not meet eligibility requirements at any time.
3. Partner Obligations
Partners who access the Zelt API and dashboard agree to the following obligations:
- Maintain a valid commercial agreement with Zelt and comply with all applicable terms therein.
- Ensure that all Cardholders issued cards through their program have completed the required KYC verification.
- Comply with applicable AML/CFT regulations in all jurisdictions where they operate.
- Not resell, sublicense, or otherwise transfer access to the Services without Zelt's prior written consent.
- Maintain adequate collateral as required by Zelt to cover card program spend volumes.
- Promptly notify Zelt of any security incidents, suspected fraud, or regulatory inquiries related to their use of the Services.
- Accurately represent the nature of their business and intended card program use to Zelt.
4. Prohibited Uses
You may not use the Services to:
- Engage in any illegal, fraudulent, deceptive, or abusive activity.
- Fund or facilitate transactions related to illegal goods, services, gambling, or adult content prohibited under applicable law.
- Circumvent, bypass, or attempt to undermine Zelt's KYC/AML controls or sanctions screening.
- Reverse engineer, decompile, or derive source code from Zelt's software, APIs, or infrastructure.
- Use automated tools, bots, or scripts to access the Services in a manner that disrupts or overloads our systems.
- Share API credentials, access tokens, or account credentials with unauthorized third parties.
- Attempt to access systems, data, or networks beyond your authorized scope.
- Transmit malware, viruses, or any malicious code through the Services.
- Infringe any third-party intellectual property, privacy, or other rights.
Violation of these prohibitions may result in immediate suspension or termination of your account and may be reported to relevant authorities.
5. Card Services & Transactions
Zelt provides card issuance infrastructure. Cards issued through Zelt are funded by stablecoin balances (USDC and/or USDT) held in accordance with your Card Program configuration:
- All transactions are subject to real-time authorization controls configured in your Card Program.
- Stablecoin balances are converted at point of sale based on prevailing rates. Zelt does not guarantee specific exchange rates.
- You are solely responsible for ensuring sufficient stablecoin collateral to cover authorized spend.
- Zelt is not liable for declined transactions due to insufficient funds, network outages, or merchant-side issues.
- Transaction records are final and binding once settled on the card network. Disputes must be raised through the designated chargeback process.
- Cardholders must use cards only for personal or authorized business expenses as defined in their cardholder agreement with the Partner.
6. Intellectual Property
All content, software, trademarks, logos, trade names, APIs, and other materials made available through the Services ("Zelt IP") are owned by Zelt LTDA or its licensors and are protected by applicable intellectual property laws.
Subject to these Terms and any applicable Partner agreement, Zelt grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for their intended purpose. No other rights are granted. You may not copy, reproduce, modify, distribute, or create derivative works from Zelt IP without express written permission.
7. Availability & Disclaimers
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
Zelt does not warrant that the Services will be uninterrupted, error-free, or free from harmful components. We reserve the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice, though we will use reasonable efforts to provide advance notice of material changes.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZELT AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES — INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION — ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
In no event shall Zelt's total aggregate liability to you for direct damages exceed the greater of (a) the fees paid by you to Zelt in the twelve (12) months preceding the claim, or (b) USD $500.
Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, Zelt's liability shall be limited to the greatest extent permitted by law.
9. Indemnification
You agree to defend, indemnify, and hold harmless Zelt and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with:
- Your breach of these Terms.
- Your violation of any applicable law or regulation.
- Your infringement of any third-party rights, including intellectual property rights.
- Any fraud, negligence, or willful misconduct by you or your Cardholders.
- Any claims arising from your Card Program operations.
10. Termination
By you: You may terminate your use of the Services at any time by ceasing use and notifying Zelt in writing. Partners must follow termination procedures as specified in their commercial agreement.
By Zelt: Zelt may suspend or terminate your access to the Services:
- With 15 days' written notice, for any reason.
- Immediately and without notice, for breach of these Terms, violation of applicable law, fraudulent activity, or actions that pose risk to Zelt or third parties.
Upon termination, your right to access the Services ceases immediately. Provisions that by their nature should survive termination (including Sections 6, 8, 9, and 11) shall survive.
11. Governing Law & Dispute Resolution
These Terms shall be governed by and construed in accordance with applicable law in the jurisdiction where Zelt LTDA operates, without regard to conflict of law provisions.
Any dispute arising out of or relating to these Terms or the Services that cannot be resolved through good-faith negotiation shall be submitted to binding arbitration. The arbitration shall be conducted in the language agreed between the parties.
Class action waiver: You waive any right to bring or participate in a class action, class arbitration, or representative action against Zelt.
12. Changes to These Terms
Zelt may update these Terms at any time. We will notify you of material changes by posting the revised Terms on our website and, where appropriate, by email. Your continued use of the Services after the effective date of any change constitutes your acceptance of the revised Terms.
13. Contact Us
If you have questions about these Terms, please contact us: