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Terms of Service

Last updated: 2026-07-05 (v1.0)

This is a binding agreement between you (or the company you represent) and CodeSpar. Read it before you create an account or send API traffic. Questions: legal@codespar.dev.

1. Who we are

"CodeSpar," "we," "us," and "our" refer to CodeSpar LLC, a Delaware limited liability company, together with its affiliates, including CodeSpar Tecnologia Ltda in Rio de Janeiro, Brazil, through which the Brazilian payment and fiscal operations are provided.

Contact us about these terms at legal@codespar.dev.

2. The service

CodeSpar is a developer platform and API for agentic payments orchestration and governance: mandates, policy enforcement, transaction routing, receipts, and an audit trail for payments initiated by software agents (collectively, the "Service").

CodeSpar is a software provider. We are not a bank, a payment institution, a money transmitter, or a custodian. Fiat settlement (the movement of money between bank accounts, Pix, cards, and similar rails) is executed by licensed partner financial institutions that we integrate with. We do not hold customer funds at any point. Where the Service touches regulated payment rails, the partner institution executing that rail is responsible for the regulated activity, and its own terms may also apply to that transaction.

3. Accounts and API keys

You must provide accurate information when you create an account and keep it up to date. You are responsible for keeping your API keys and credentials secure, and for all activity that happens under your keys, including activity performed by agents, scripts, or automated systems you configure or authorize. If you believe a key has been compromised, rotate it immediately and tell us.

4. Acceptable use

You will not use the Service to:

  • engage in or facilitate illegal activity of any kind;
  • transact with, or on behalf of, sanctioned persons or sanctioned jurisdictions. By using the Service, you represent that you are not located in, and are not ordinarily resident in, Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk, or Luhansk regions, and that you are not on any sanctions list, including the OFAC Specially Designated Nationals (SDN) list, the EU consolidated sanctions list, the UN Security Council sanctions lists, or the UK sanctions list;
  • violate any applicable export control law or regulation;
  • send abusive load against our infrastructure, including denial-of-service activity or traffic designed to degrade the Service for other customers; or
  • circumvent usage limits, rate limits, or the controls of a mandate (including spend caps, per-transaction caps, or approval requirements).

5. Plans, fees, and taxes

Current pricing is published at codespar.dev/pricing. Fees are exclusive of applicable taxes, including sales tax, VAT, and GST, which are added to your invoice where required by law. Usage-based fees are computed from metered API usage (for example, settled transactions and cross-border volume) recorded in our systems.

6. Beta and sandbox features

Test mode (sandbox) moves no real money: transactions in test mode are simulated and have no effect on real bank accounts, cards, or wallets. Features marked "beta" or "experimental" are provided as-is, may change or be discontinued at any time, and carry no service-level commitment.

7. Intellectual property

We own the Service, including its software, documentation, and branding. You own your data and your configurations (including mandates, policies, and connector settings) that you create in the Service. Where the Service includes MIT-licensed open source components, those components remain governed by their own open source licenses, and nothing in this agreement restricts your rights under those licenses.

8. Confidentiality

Each party will protect the other party's confidential information with the same degree of care it uses for its own confidential information of similar importance, and no less than a reasonable degree of care. Confidential information may only be used to perform under this agreement and may not be disclosed to third parties except as needed to provide the Service (for example, to subprocessors, see our subprocessor list), as required by law, or with the disclosing party's consent.

9. Data protection

Our collection and processing of personal data is described in our Privacy Policy. If you are a customer processing personal data through the Service on behalf of your own users, our Data Processing Addendum applies to that processing.

10. Warranties and limitation of liability

The Service is provided "as is" and "as available." To the maximum extent permitted by law, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

To the maximum extent permitted by law, our total liability arising out of or related to this agreement is capped at the fees you paid us in the twelve months before the claim arose, and neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or lost data. Nothing in this agreement excludes or limits liability that cannot be excluded or limited under applicable law.

11. Indemnity

You will indemnify and hold us harmless from third-party claims, damages, and expenses (including reasonable legal fees) arising from your breach of this agreement or from the actions of the agents, scripts, or automated systems you operate under your account, including payments those agents initiate.

12. Term and termination

This agreement continues until terminated. Either party may terminate for convenience with notice as described in your plan. We may suspend or terminate your access immediately if we reasonably believe you are abusing the Service, if your use exposes us or our partners to sanctions risk, or for non-payment. On termination, your right to use the Service ends, though provisions that by their nature should survive (including confidentiality, liability, and dispute resolution) continue to apply.

13. Governing law and disputes

This agreement is governed by the law of the State of Delaware, USA, excluding its conflict-of-law rules. Any dispute arising out of or relating to this agreement will be resolved by binding arbitration administered by JAMS, conducted in the English language, with the seat of arbitration in Wilmington, Delaware. Each party bears its own costs of the arbitration. Claims may only be brought on an individual basis; class actions and representative proceedings are not permitted. Where you are a consumer located in Brazil, nothing in this section limits the mandatory rights available to you under Brazilian consumer protection law.

14. Changes to these terms

We may update these terms from time to time. We will give you notice of material changes (for example, by email or an in-product notice) before they take effect. Continued use of the Service after a change takes effect means you accept the updated terms.

15. Entire agreement

This agreement, together with the Privacy Policy, the Data Processing Addendum (where it applies), and any order form or plan you have agreed to, is the entire agreement between you and CodeSpar regarding the Service, and supersedes any prior agreements on the same subject.

Terms of Service | CodeSpar