SERVICES AGREEMENT

Terms and Conditions

The Merchant, as defined on the Cover Page of this Agreement, hereby agrees to enter into this Services Agreement with PAGSEGURO TECNOLOGIA LTDA., a Brazilian limited liability company with head office in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, No. 1384, 1st floor, Zip Code 01451-001, Brazil, enrolled with the General Taxpayers’ Registry of the Ministry of Finance (CNPJ/MF) under No. 06.375.668/0001-08, and/or any of its Affiliates, as identified on the Cover Page (collectively, “PagSeguro”). For the purposes of this Service Agreement, the Merchant and PagSeguro may each be referred to individually as a “Party” and collectively as the “Parties”. Accordingly, the Parties hereby agree as follows, subject to the terms and conditions set forth below.

By opening and using a Merchant Account (as defined below) within PagSeguro, Merchant’s use of the Services described herein is subject to this Service Agreement, in addition to PagSeguro’s Global Privacy Policy (https://sobreuol.noticias.uol.com.br/normas-de-seguranca-e-privacidade/en/) and PagSeguro’s Specific Privacy Policy (https://sobreuol.noticias.uol.com.br/normas-de-seguranca-e-privacidade/pagseguro-international/en), and all the other applicable Policies available at the Cover Page, as well as other applicable legal agreements between the Merchant and PagSeguro (all jointly, the “Agreement”).

WHEREAS:

1. PagSeguro is an international payment service processor that provides Digital Payment System, Facilitation Services and other Additional Services to providers of products and/or services, specializing in monetizing, publishing and offering local Payment Methods to End Users;

1. The Merchant is a company that provides and/or sells products and/or services for End Users, and/or in the course of its business needs to make payments to the Payees in the respective Territory;

1. The Merchant desires to engage PagSeguro pursuant to the following clauses, terms and conditions.

1. DEFINITIONS

1.1. The following terms, when used in this Agreement or in any document referred to herein, shall have the following meanings:

“Additional Services” means those services that may be contracted by the Merchant in addition to the Digital Payment System and/or the Facilitation Services, as selected on the Cover Page. Each of the Additional Services will be governed by and described in a specific Policy separate from this Agreement.

“Affiliate” means any entity that is directly or indirectly owned, controlled by, or under common control with PagSeguro.

“Agreement” means this Service Agreement.

“Applicable Law” means all applicable laws, regulations, rules, codes, and guidelines, in each case as amended, modified or replaced from time to time, including, but not limited to, any provision issued by any supervisory and regulatory authority, valid in Brazil and in any territory in which Merchant operates or which has any connection with this Agreement.

“Business Day” means any day, other than a Saturday, Sunday or holiday, as applicable, on which banks are open and authorized to conduct foreign exchange transactions with their clients in the Territory, as applicable.

“Central Bank” means the Central Bank of Brazil or equivalent regulatory authority of the relevant Territory.

“Chargeback” means the return of funds to the End User, initiated by the Payment Method under the instructions of the End User due to errors, fraud or any other reason which entitles the End User's payment service provider to stop or reverse a payment or that obliges PagSeguro to return funds.

“Confidential Information” means any information that is marked as confidential or that should reasonably be expected to be confidential based on the context of the disclosure or the nature of the information, including, but not limited to: the terms of this Agreement; business plans; data; strategies; methods; suppliers, customers and customer lists; technical specifications; transaction data and personal customer data; technical data; trade secrets; plans for products or services; End User’s, PagSeguro’s or Merchant’s lists; databases; marketing plans; software; software source code; financial documents or data; inventions; processes; technology; and designs.

“Cover Page(s)” means the cover page in which the Merchant with special conditions is identified, as well as sets forth the specific conditions applicable to such Merchant under this Agreement. Cover Pages may only be amended by signature of both Parties. The most recent Cover Page replaces all previous versions.

“Digital Payment System” means PagSeguro's digital payment system that allows End Users to make payments related to the acquisition of Products sold by Merchants, whereby PagSeguro acts as a payment services provider under the Applicable Laws of the Territory.

“Effective Date” means the date when Merchant accepts this Agreement, after having carefully read and understood the terms and conditions and applicable Policies, by clicking on “I Agree” in the Merchant Account or, in case of a Cover Page, the date in which the Cover Page is signed.

“End User” means any natural or legal person who purchases Products using the Digital Payment System.

“EUR” means the currency of the Eurozone countries.

“Exchange Bank” means a bank or other financial institution duly authorized by the Central Bank or equivalent authority of the relevant Territory to operate in its respective foreign exchange market.

“Facilitation Services” means the payment facilitation service provided by PagSeguro for the payment of amounts due by the Merchant to a Payee, by offering local Payment Methods, as detailed in the Agreement.

“Fee” means the compensation due by the Merchant to PagSeguro in accordance with this Agreement, depending on the Services provided by PagSeguro to the Merchant.

“Financial Reports” means a formal record of the Transactions arising from the Digital Payment System that PagSeguro makes available to the Merchant through the Merchant Account, provided that this record is the sole proof of the Transactions for the purposes of the Agreement.

“Gross Revenue” means all amounts collected before any deductions (such as taxes and PagSeguro’s Fees).

“FX Tax” or “IOF” means IOF (the Brazilian financial tax - imposto sobre operações de crédito, câmbio e seguro, ou relativas a títulos e valores mobiliários), or any other tax due on financial or foreign exchange transactions carried out within the scope of this Agreement.

“Local Currency” means the lawful currency of the Territory.

“Marks” means the name of the respective Party and one or more trademarks, logos, service marks, and copyrighted artwork or graphics related to the activities of the respective Party.

“Merchant” has the meaning indicated in the preamble of this Agreement.

“Merchant Account” means the online Merchant registry available at PagSeguro’s website or app, which consolidates information and documents about the Merchant, including the identification and registration data provided to PagSeguro, and where the Merchant can update its company registration information, compliance documents, access its financial information and manage its Services use. The Merchant Account is not a payment or deposit account.

“Observed Exchange Rate” means the conversion rate of EUR or USD, as the case may be, calculated by the Central Bank or equivalent monetary authority of the relevant Territory and published on its official website (or other official source) for the day on which the Payout is settled. If such day is not a Business Day, the applicable rate shall be that of the immediately preceding Business Day in such Territory.

“PagBank” means PagSeguro Internet Instituição de Pagamento S.A., a payment institution with head office in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, No. 1384, Zip Code 01451-001, Brazil, enrolled with the General Taxpayers’ Registry of the Ministry of Finance (CNPJ/MF) under No. 08.561.701/0001-01.

“PagSeguro International Account” means the bank account designated by PagSeguro from time to time and notified to the Merchant in writing.

“Payee” means (i) an individual who is resident or domiciled in the Territory, or (ii) a legal entity domiciled or headquartered in the Territory, (a) that is identified by Merchant, in accordance with the terms and conditions agreed upon by the Payee and the Merchant, as the recipient of a Payout, and (b) that has a valid and active Payout Account.

“Payment Method” means the specific instrument which may be used by an End User to pay for the acquisition of Products.

“Payment Scheme” means any card payment system (such as VISA®, MasterCard®, American Express® or others, including national or international systems), bank payment systems (such as direct banking systems, direct debit systems or bank transfer systems) or the Pix instant payment system instituted and regulated by the Central Bank of Brazil.

“Payment Scheme Rules” means any and all rules, standards, guidelines, technical specifications, operational requirements, policies, procedures, and obligations issued or required by the relevant Payment Scheme operators or their representatives, including current and future versions, applicable to the acceptance and processing of payment instruments, risk management, compliance, branding, and any other aspect related to participation in the respective Payment Schemes.

“Payment Type” means a group of payment methods defined by PagSeguro, which are similar in type, style or processing flow, from an End User’s or Merchant’s perspective.

“Payout” means a credit made in a Payout Account in accordance with clause 6.3 of this Agreement.

“Payout Account” means, as applicable, the transaction account held by Payee with a Brazilian payment or financial institution enabled to receive Pix transactions or a payment account held in the name of Payee with PagBank, or a payment or financial institution located in any other Territory in which Payouts are offered, provided such account is capable of receiving payments in the Local Currency of the Territory where the account is maintained.

“Personal Data” means any type of information about a natural person that identifies or makes that person identifiable through means that can be reasonably used.

“Policy” means the terms and conditions applicable to each of the Additional Services provided by PagSeguro, as selected by the Merchant in the Cover Page.

“Products” means all of the Merchant's products and services. This includes any software owned by the Merchant for which the Merchant holds the necessary licenses and authorizations for its commercialization. These Products are available for acquisition by the End User through various channels, such as websites and platforms, or via direct download. All Products, which cover a range of offerings like virtual goods, add-ons, plug-ins, mods, and other forms of digital content and their accessories, usage rights and any kind of experience or upgrade, are owned by the Merchant or protected by copyright or are used by the Merchant under the legal authorization of the copyright owners. These Products are monetized and marketed by the Merchant to the End User. This definition of "Products" is comprehensive and is intended to cover all aspects of the Merchant's offers within the scope of lawful and authorized use. The Products shall not, under any circumstances, encompass any illegal activity.

“Refund” means Merchant’s requests in order to return previously collected funds to the End User upon End User’s request, due to issues related to the Merchant's services. PagSeguro will process and return Refunds in accordance with the Merchant's requests and as provided for in the Refund Policy.

“Regulatory Requirements” means any Applicable Law, statute, regulation, order, judgment, decision, recommendation, rule, policy or guideline passed or issued by any competent authority or any Payment Scheme entity (including, but not limited to, bank payment systems, card payment systems or any other payment, clearing, compensation or settlement system or similar arrangement used to provide the Services).

“Services” the Digital Payment Services, the Facilitation Services and the Additional Services, as selected on the Cover Page.

“Successfully Executed Transaction” means a transaction that is fully processed and recognized as successfully completed. Under this Agreement, the Fees shall apply to each and all successfully executed transacttions occurring within the Territories with any type of payment facilitated by PagSeguro.

“Territory” means the specific country or countries enabled in the Merchant Account from which End Users are permitted to purchase the Merchant’s Products or receive the Merchant´s payments.

“Transaction” means any transaction between the Merchant and an End User using the Digital Payment System to purchase Products.

“USD” means the lawful currency of the United States of America.

1.2. Headings are for convenience only and shall not affect the construction or interpretation of this Agreement.

1.3. Unless the contrary intention appears, words in the singular include the plural and vice versa; words in the masculine gender include the feminine, neuter and vice versa.

1.4. Any sentence introduced by the terms “included,” “including,” “in particular,” “especially,” or any similar expression shall be construed as if followed by the phrase “but not limited to” or “without limitation,” and shall be interpreted as providing examples or illustrations only, without limiting the meaning of the words preceding such terms. Furthermore, the term “and” shall be interpreted as “and/or,” as applicable, to encompass all possible alternatives or combinations contemplated in the clauses of this Agreement.

2. SCOPE

2.1. This Agreement contains the general terms for the Digital Payment System and the Facilitation Services. By using the Digital Payment System and/or the Facilitation Services provided by PagSeguro, Merchant authorizes and instructs PagSeguro to perform the Services described in this Agreement, in accordance with the terms and conditions established herein. If any Additional Services are contracted by the Merchant, the terms of its respective Policy will apply in addition to this Agreement.

2.2. Where applicable, PagSeguro may, at its sole discretion, cause the Services contemplated under this Agreement to be provided by one or more of its Affiliates, provided that such provision shall be under the supervision of PagSeguro.

2.3. If there is any conflict between the provisions of this Agreement, the Additional Services Policies shall be addressed firstly, and the Agreement and its annexes shall follow in second place.

3. TERM, SUSPENSION AND TERMINATION

3.1. This Agreement will be valid and binding upon the Parties as of the Effective Date and will remain in full force and effect with no final term, unless and until either Party terminates this Agreement at any time, and without any charges or penalties, by giving at least ninety (90) days prior notice to the other Party.

3.1.1. PagSeguro reserves the right to suspend or terminate this Agreement, without prior notice, if, in its sole discretion: (i) legal or regulatory modifications regarding the activities of the Merchant or PagSeguro may affect the Services provided for in this Agreement; (ii) there is a high number of complaints from End Users; (iii) the Merchant's Chargeback levels are high in accordance with PagSeguro's standards or Payment Scheme Rules; (iv) fraudulent activity is identified; (v) the Merchant breaches any applicable Payment Scheme Rules; or (vi) termination is requested by a Payment Scheme operator or acquirer involved in the operation; or (vii) when otherwise specified herein.

3.2. Either Party (the “Innocent Party”) shall have the right to terminate this Agreement without giving the prior notice provided for in Clause 3.1 in case the event of a breach of this Agreement or Applicable Laws by the other Party, observing the following:

1. In the event of a material breach of any anticorruption, anti-money laundering and/or terrorist financing, confidentiality, data privacy and protection, or intellectual property rule or obligation, the Innocent Party shall have the right to terminate this Agreement immediately upon giving notice to the other Party;

1. In the event of a breach of any provision of this Agreement or Applicable Laws other than those specified in item “i” of this Clause 3.2, the Innocent Party shall have the right to terminate this Agreement thirty (30) days after giving notice of the breach to the other Party, if by then the other Party has not cured the breach to the satisfaction of the Innocent Party.

3.3. Without prejudice to the other possibilities of termination provided for in this Agreement, to the maximum extent permitted by Applicable Laws, PagSeguro reserves the right, at its sole discretion and without liability to the Merchant or any third party, to suspend and/or terminate the Services under this Agreement for any reason, including, without limitation, inactivity or breach of this Agreement, related Policies, or additional documents that PagSeguro may establish from time to time. Such actions by PagSeguro will not entitle the Merchant to any damages or claims.

In the event of suspension of Services due to Merchant breach, PagSeguro shall inform the Merchant of the causes and the steps necessary for reinstatement of the Services. Once the breach has been remedied, PagSeguro will restore the service within no more than five (5) Business Days.

3.4. Upon termination by either Party, each respective Party shall be liable for any and all outstanding fees and payments due. To the maximum extent permitted by Applicable Laws, PagSeguro shall not be liable to the Merchant for the termination of the Services or for any consequence thereof.

3.5. Notwithstanding anything to the contrary in this Agreement, and to the maximum extent permitted by Applicable Laws, the following survival terms shall apply: (i) Clause 13 (Confidential Information) shall survive for five (5) years after the expiration or termination of this Agreement for any reason; and (ii) any other provision of this Agreement, including its policies, that due to its nature must survive, shall be in full force and effect in accordance with the respective prescriptive or preclusion terms of law regarding that matter.

3.6. The Payment Scheme operator may limit the acceptance of the respective payment instruments, which may adversely impact the Merchant, including, but not limited to its sales. In such cases, and to the maximum extent permitted by Applicable Laws, the Merchant shall not be entitled to any compensation from PagSeguro or the Payment Scheme for any resulting losses.

3.7. The Payment Scheme operator or applicable Payment Scheme participant may request the termination of this Agreement in the event of, without limitation, excessive Chargebacks, fraudulent activity, and/or any violation of the Payment Scheme Rules by the Merchant.

3.8. Without prejudice to the mentioned above, if the Merchant breaches this Agreement, the Payment Scheme Rules, or any Applicable Laws, standards, regulations, and/or conventions in force, and fails to remedy such breach within ten (10) days, PagSeguro may request the termination of this Agreement.

3.9. The Agreement may be terminated in the event PagSeguro ceases to participate in any of the Payment Schemes for any reason, or if the relevant acquirer does not validate or support PagSeguro’s participation in such Payment Scheme.

3.10. The use of Payment Schemes trademarks by the Merchant is subject to the Payment Schemes Rules and, upon termination of this Agreement, the Merchant shall immediately cease the use of all trademarks of the Payment Scheme and of PagSeguro.

3.11. The Merchant acknowledges that the Payment Scheme operator or the acquirer may impose any remedies or obligations set forth in the Payment Scheme Rules and may prohibit the Merchant from engaging in any conduct that may cause potential harm, including reputational damage, or that may adversely affect the integrity of the relevant Payment Scheme.

3.12. To the extent permitted by Applicable Laws, the Payment Scheme operator or the acquirer may prohibit individual Merchants from participating in the respective Payment Scheme and may, for legitimate cause or upon the request of the Payment Scheme operator, immediately cease the settlement of Transactions for any individual Merchant. The Merchant acknowledges that such prohibition may be imposed at the sole discretion of the Payment Scheme operator or the relevant acquirer, without any interference from PagSeguro. In this context, the Merchant further acknowledges that PagSeguro shall not be held liable for any losses or damages arising from such prohibition.

4. DIGITAL PAYMENT SYSTEM SERVICES

4.1. To the maximum extent permitted by the Regulatory Requirements, PagSeguro shall provide the Merchant with the Digital Payment System in order to facilitate the acquisition of Products by End-Users through the Payment Methods. For such purposes, PagSeguro shall operate, as applicable, as a local or cross-border payment service provider, consolidating payments made by End Users and settling them with the Merchant. PagSeguro may also act as the Merchant’s and/or End User's representative to make or receive payments, including in the capacity of a local or an international collection agent.

4.2. The Merchant acknowledges and agrees that:

1. PagSeguro is not a financial institution, nor intends to provide financial services or other exclusive services as offered by financial institutions or payment institutions authorized to operate by the Brazilian Central Bank or any other financial regulator or competent authority. Thus, PagSeguro’s activities are limited to receiving amounts related to the license of use or purchase of Products from the End Users, transferring such amounts to the Merchant through one of the mechanisms set forth above. PagSeguro is hereby authorized to deduct any amount owed by the Merchant as consequence of this Agreement from the funds to be settled to Merchant, as provided by the applicable regulations and to the maximum extent permitted by Applicable Laws.

1. With respect to the withholding of any amounts made by any Affiliate located in Chile, such withholdings shall be governed by the applicable rules on commercial deposits as regulated by the Chilean Commercial Code (Código de Comercio de Chile), as further detailed in Section 6.10. below.

1. With due regards to Clause 13.2, PagSeguro may be required to disclose Merchant’s Confidential Information to financial and payment institutions for the purpose of performing the obligations set forth in this Agreement and to comply with Applicable Laws, including the execution of foreign exchange agreements with authorized foreign exchange dealers in any of the Territories, as applicable.

1. The Merchant irrevocably appoints PagSeguro as its agent, granting it full powers, especially, but without limitation, towards banks, financial institutions and other entities whose activities are authorized by the relevant Central Bank or the respective equivalent authority in each Territory, as necessary, in order to represent the Merchant in relation to all acts and measures that may be necessary for the regular performance and legal authority of domestic and cross-border transfers of amounts set forth in this Agreement. The powers shall include the execution of foreign exchange contracts and their amendments and other related documents; powers to provide information about the Merchant to financial and payment institutions, as well as powers to delegate these powers to third parties. The mandate granted in this section is irrevocable to the fullest extent permitted by Applicable Laws, as it has been granted in the interest of both Parties and is necessary for the performance of this Agreement.

1. PagSeguro: (a) under no circumstances acts or purports to act as a seller, buyer, dealer merchant, intermediary, retailer, auctioneer, supplier, distributor, manufacturer, broker, agent, or hirer of Products; and (b) makes no representations nor warranties and does not ensure the quality, safety, or legality of any Products.

1. The End User may incur any additional fees, duties, taxes, surcharges and other amounts, depending on the Payment Type selected, the location of the End User's domicile and the location of the Merchant's domicile.

1. Except as related directly and exclusively to the Digital Payment System, any dispute regarding any Products shall be between the End User, as the sender of the funds to license or purchase the Products, and the Merchant, as the provider of such licenses to use or Products sold, to the maximum extent permitted by Applicable Laws. Except for those directly and exclusively related to the Digital Payment System, any Transaction related to the Products will only bind the Merchant. PagSeguro will not be a party to any resulting disputes. Without prejudice to the limitations of liability contained in Clause 11 of the Agreement, the Merchant shall fully indemnify PagSeguro for any loss or liability (including full reimbursement of reputational damage and/or any legal and professional costs) that PagSeguro suffers or incurs as a result of, or in connection with, any claim made or threatened by a third party in relation to the Products, as provided in Clause 9.3. below.

1. Since PagSeguro collects the End User’s consent to its terms and applicable policies (such as, but not limited to, the Terms of Use and Privacy Policy) through the Digital Payment System, Merchant is aware and agrees not to make any changes to the Digital Payment System that could, in any way, prevent or bypass such collection and/or such consent.

1. The Merchant shall maintain, for a minimum period of ten (10) years, a database containing information on the inflow and outflow of resources, which shall include at least the following: (i) the country of origin of incoming funds; (ii) the destination country of the Products sold; (iii) the parties involved, (iv) the IP addresses involved; (v) the amounts; (vi) the dates; and (vii) the currencies. Such database shall be made available to PagSeguro at all times for the purpose of risk analysis and compliance with Applicable Laws.

1. The Merchant will ensure the collection and validation of the End Users and Payees’ minimum data to comply with clause 4.2 (ix) above and any Regulatory Requirements, in each Transaction.

1. PagSeguro will make available to the Merchant the necessary electronic means for the capture and processing of Transactions, which shall include, among others, secure API interfaces, web portals, and mobile applications, in accordance with industry standards and Applicable Law.

4.3. The Merchant also agrees that:

1. The Merchant is solely responsible for the payment of Chargebacks caused by Transactions executed at the Merchant's relevant website or platform, including, but not limited to, Chargebacks originated by End Users who do not recognize a Transaction due to its unclear identification. The Merchant is solely responsible, even if Chargebacks are initiated or concluded after the termination of this Agreement.

1. Any penalties imposed by any Card or Payment Scheme operator or relevant participant, including but not limited to, excessive Chargeback levels, shall be the sole responsibility of the Merchant. The Merchant undertakes to indemnify and hold harmless PagSeguro for any fees, duties, fines and/or costs generated by the Merchant, as mentioned above.

1. PagSeguro may charge additional Fees related to excessive levels of Chargebacks, as described in the Cover Page.

1. PagSeguro is entitled to deduct any amount due by the Merchant, as a consequence of this Clause 4.3, from the funds to be settled to the Merchant. In the event that there are insufficient funds to pay such amount, PagSeguro will provide the Merchant with an invoice showing the amount due and payable by the Merchant for the reimbursement of the amounts mentioned in this Agreement, which must be paid within thirty (30) days after the issuance of the invoice.

1. PagSeguro may retain a monthly reserve of the funds settled to the Merchant (“Reserve”), which will be retained by PagSeguro for the next four (4) months and released upon the settlement of the amounts due in the fifth month. The amounts of the Reserve are set forth in the Cover Page.

4.4. PagSeguro’s Digital Payment System also allows Merchants to manage recurring and subscription billing charges for their software licenses and other subscriptions or purchases. It is the sole responsibility of the Merchant to obtain the End User's consent to be billed on a recurring basis in accordance with Applicable Law and the Payment Scheme Rules, as well as to inform (or obtain the consent of the End User, if required by the law of the Territory) and transfer the necessary data to PagSeguro to process the Transactions. PagSeguro may collect and store the data related to the Transaction, including End-Users consent in accordance with the respective privacy notice (if required by the law of the Territory) for the purpose of processing the Transaction. Any claims by the End User relating to the amount or consent on the Payment Method, as well as any disputes regarding the Payment Scheme Rules and any legal requirements are the sole responsibility of the Merchant to the maximum extent permitted by Applicable Law. If in any way, PagSeguro is involved in any legal trial or administrative procedure that involves any claim from the End User regarding Merchant’s Products, PagSeguro will put Merchant on notice of this situation. As a result, Merchant will be obligated to substitute PagSeguro in said legal trial or administrative procedure. For avoidance of doubt, the option for recurring payments shall be activated on Merchant Account and the applicable charges and Fees will be applied to each individual Transaction.

4.5. PagSeguro’s Digital Payment System provides the Merchant with the ability to pre-authorize different Payment Types to allow certain End Users to make one-click payments. It is the sole responsibility of the Merchant to obtain the consent and authorization of the End User to process one-click payments and to pre-authorize any Payment Type in accordance with applicable legal requirements, local laws and policies, as well as to inform (or obtain the consent of the End User, if required by the law of the Territory) and transfer the necessary data to PagSeguro to process Transactions. One-click payments are recorded within the Digital Payment System, and PagSeguro may collect and store data related to the Transaction, including, without limitation, the End User's acceptance of the one-click payment. For the avoidance of doubt, applicable charges and Fees will apply to each individual Transaction.

4.6. To the maximum extent permitted by Applicable Law, PagSeguro reserves the right to suspend, at any time and at its sole discretion, but with notice, or if this is not practicable, immediately thereafter, the Digital Payment System or any Additional Service, inter alia, for audit, in the following cases:

1. if Transactions are made that PagSeguro believes to be (a) made in violation of this Agreement or Payment Scheme Rules, or in violation of the security requirements of the Merchant Account; or (b) suspicious, unauthorized or fraudulent, including in connection with money laundering, terrorist financing, fraud or other illegal activities, including the discovery of any relationship between the Products and unlawful activities in accordance with Applicable Laws;

1. Upon the insolvency, liquidation, winding up, bankruptcy, general composition with creditors, receivership or dissolution of the Merchant, or where PagSeguro reasonably considers that there is a threat of the same in relation to the Merchant;

1. In the event that PagSeguro has reason to believe that the Merchant will not be able to keep a Product available or fulfill its obligations to End Users;

1. If the Transactions fall outside of the Merchant’s business activities hereby agreed, or if the Merchant presents a Transaction and fails to deliver the relevant Products (i.e., goods, services, or licenses of use);

1. If the number of claims established and justified for non-delivery of Products, due to an action or omission of the Merchant, is unreasonable, or if the level of Chargebacks is higher than two-point five percent (2.5%) of the value of all Transactions in any given month (provided that PagSeguro may modify this percentage from time to time based on Regulatory Requirements or its internal policies); or

1. If required to do so under Payment Scheme Rules and/or relevant and applicable Regulatory Requirements.

4.7. This Agreement shall govern the acceptance of the card brands specified in Annex I hereto, which forms an integral part of this Agreement. The Merchant shall have the ongoing right, at its sole discretion, to determine which of the card brands listed in Annex I it wishes to accept as valid means of payment for the Products. The Merchant may exercise this right at any time during the term of this Agreement.

Should the Merchant decide to add or remove any card brand(s) from the list of those it accepts, the Merchant shall provide PagSeguro with reasonable prior written notice of such change, specifying the intended effective date and the details of the card brand(s) to be added or removed. Upon receipt of such notice, the Parties shall update Annex I to reflect the Merchant’s revised selection of card brands.

5. FEES AND PAYMENTS RELATED TO THE DIGITAL PAYMENT SYSTEM SERVICES

5.1. For any Transaction made by End Users through the Digital Payment System, the Merchant shall pay PagSeguro a fee represented by the percentage and fixed Transaction fees set forth in the Cover Page or in the Merchant Account on the Gross Revenue of Transactions (“DPS Fees”), using or arising from the Digital Payment System and any Additional Services. DPS Fees shall be considered exclusive of taxes.

5.1.1. The Merchant acknowledges that the DPS Fees represent consideration for the Services provided to the Merchant under this Agreement and shall not be construed as payment for the Products, which are provided exclusively by the Merchant.

5.2. The Merchant shall be liable, at its own expense, for any and all Chargebacks in connection with the Transactions, as specified in the Cover Page.

5.3. PagSeguro will make available to the Merchant the Financial Reports relating to the Transactions. In this regard: (i) Financial Reports will be expressed in the Local Currency; and (ii) in the event that Transactions occur in a currency other than the Local Currency, the currency conversion will be performed on an hourly basis corresponding to spot exchange rates.

5.4. The difference between the Gross Revenue from Transactions and the DPS Fees, as indicated in the Financial Reports, if positive, will be settled by PagSeguro to the Merchant, after deduction of the levying taxes and bank costs, if applicable, observing the conditions of the Cover Page.

5.5. The settlement of the amounts mentioned above shall be performed monthly, within five (5) Business Days following the end of each month, regarding the Transactions executed during that month, except as otherwise required by the applicable Regulatory Requirements of the respective Territory.

Regarding this matter:

1. In the event that the Merchant fails to provide PagSeguro with the correct and accurate documents, PagSeguro will settle the amounts due to the Merchant within the next settlement, after receiving such documents.

1. Subject to PagSeguro’s prior approval, the Merchant may opt for weekly settlements. If PagSeguro agrees to such arrangement, the settlement shall be made within five (5) Business Days following the end of the applicable week, except as otherwise required by the applicable Regulatory Requirements of the respective Territory.

1. The settlement period shall be set forth in the Cover Page as applicable, and the execution of this Agreement with the respective Cover Page by the Parties represents their agreement to the settlement period set forth therein. PagSeguro may apply additional Fees for the settlement of the amounts mentioned herein, as described in the Cover Page.

The payment term begins when the PagSeguro system validates and accepts the Transaction, as per the selected Payment Method and applicable regulations.

5.6. The Parties shall maintain accurate and complete records regarding the Transactions and Fees charged by PagSeguro for a period of ten (10) years, except where Applicable Law or Regulatory Requirements require that such period be shorter or longer.

5.6.1. Either Party may, at its own expense, have a mutually agreed third party audit the Financial Reports during Business Days, during normal business hours and with reasonable advance notice, but in no event more than once per calendar year. If the audit results show undisputed under or overpayments, the party responsible shall promptly pay any amounts due, as well as the reasonable costs of the audit process.

5.7. The Merchant acknowledges and agrees that PagSeguro is subject to the Local Currency exchange regulations whenever the End User makes a Transaction in the Local Currency and it is settled abroad to the Merchant or, in case of Chargebacks, when the payment is returned from abroad to the End User in the Local Currency. Any taxes levied on currency exchange required for such Transaction, including but not limited to IOF and other taxes applied to financial transactions (i) shall be withheld by PagSeguro on the value of the Transaction for payment purposes to the competent tax authorities, on behalf of the End User as determined in the applicable tax regulation; and (ii) shall not be considered as part of the Transaction Fee for the purposes of this Agreement. Notwithstanding the provisions of this Agreement, PagSeguro shall not be liable nor responsible for any claim regarding: (i) the payment of taxes applicable to End Users, Merchants or any other of its obligations related to a Transaction; and (ii) the payment of fees, tolls, expenses, commissions, costs, refunds and/or reimbursements owed by End User to the Merchant that may constitute the total Transaction Fee.

6. FACILITATION SERVICES

6.1. Whenever the Merchant receives a payment request from a Payee and agrees with the Payee to make the requested payment, the Merchant shall send a Payout request to PagSeguro (“Payout Request”) with at least the following information, as applicable according to each Territory: (i) identification of the Payout Account, as required by PagSeguro, which may encompass, among other information, (a) Payee’s e-mail address registered with PagBank, or (b) identification data of the Payout Account, as applicable; (ii) Payee’s name and identification document; (iii) the country in which the Payee is domiciled; (iv) the amount to be paid to the Payee; and (iv) the currency and the Payment Method.

6.2. Within one (1) day from receipt of the payment request and the information referred to in Clause 6.1 above, and provided that (i) there is sufficient balance in the Merchant Account resulting from the payment Transactions, or (ii) the Merchant has made previous deposits into the PagSeguro International Account in amounts sufficient to cover the Payout Request (“Prefunding”), PagSeguro will transfer funds to the Payout Account in accordance with the procedures detailed in Clause 6.3 below. In the event that there is no active and/or valid Payout Account available in the name of the Payee, or in the event that the information transmitted pursuant to Clause 6.1 above is inaccurate or incorrect, PagSeguro will return a denial message to the Merchant through the application programming interface (“API”) used for communication between the Parties. In this case, the balance of the Merchant Account will remain unchanged, and the operation will only be retried in the event Merchant provides a new specific Payout Request.

6.2.1. It is hereby agreed that PagSeguro shall have no liability to the Payees for the Payout transactions requested by the Merchant. PagSeguro's liabilities shall be limited to the relationship between PagSeguro and the Merchant as set forth in this Agreement. In no event shall PagSeguro be jointly liable with any Merchant for any payment or transfer of amounts requested by the Merchant.

6.3. In the event the Payout Account is both available and active, and the correct information has been transmitted in accordance with the provisions set forth in Clause 6.1 above, PagSeguro will transfer the applicable amount in the currency of the Territory where the Payout Account is held, subject to the Applicable Law and terms of this Clause 6.

6.4. On each Business Day, PagSeguro will provide the Merchant with (i) a Payout report, identifying all Payouts made on the previous day(s) from the previous report; (ii) a balance report, stating the existing balance of the previous Prefunding paid by the Merchant; (iii) a balance of net funds retained by PagSeguro as a result of the procedure set forth in Clause 6.8 below, as applicable; and (iv) deductions in EUR or USD made on the previous day(s) from the previous report (“Payout Reports”). The deductions shall represent the sum of the values of (a) the EUR or USD equivalent (converted at the Observed Exchange Rate) of all Payout executed by PagSeguro, as set forth herein; and (b) Payout Fees on Payout executed by PagSeguro; and (iii) the IOF and other applicable taxes related to any of the foregoing. The existing balance shall be equal to the previous Prefunding paid by the Merchant less previous days. If the Merchant has also opted for the Digital Payment System services, the reports mentioned herein shall also consider any Payouts executed by PagSeguro using funds relating to such services available in the PagSeguro International Account, as provided in Clause 6.8 hereof, as well as the balance amount converted into the Local Currency available for Payouts.

6.4.1. The Merchant shall monitor the Merchant Account balance to assess the need and timing for a new Prefunding. The Merchant shall take timely action to ensure the balance amount in the Merchant Account is sufficient to make the Payouts. Except as otherwise required by the applicable Regulatory Requirements of the respective Territory, as long as the Digital Payment Services are in force, Payouts will be executed using the funds available in the Local Currency as a priority and, when the balance amount is not sufficient, the existing Prefunding balance shall be applied.

6.4.2. The equivalent value in USD (the “Value in USD”) or value in EUR (the “Value in EUR”) of each Payout in the Local Currency (the “Applicable Value”) shall be calculated according to the following formula:

Value in USD/Value in EUR = Applicable Value * (1 / Observed Exchange Rate)

6.4.2.1. The aggregate Value in USD shall be rounded to the nearest 1/100 of USD and the Value in EUR shall be rounded to the nearest 1/100 of EUR.

6.4.2.2. For example, assuming (for the purpose of clarification of the formula only, and not implying that the figures in this Clause are real ones) that Payout in Applicable Value = 100; Observed Exchange Rate = 5.00; Fee = 2%; FX tax = 0.38%, then:

Value in USD/EUR = 100 * (1 / 5.00) = 20.00

Fee in USD/EUR = (2% * 100) * (1 / 5.00) = 0.40

FX tax in USD/EUR = (0.38% * 100) * (1 / 5.00) = 0.08

6.4.2.3. In case of any increase of the tax burden between the date of the Prefunding and the date of the Payout (including, but not limited to, any increase in the FX tax rate applicable to international facilitator service providers or to the Exchange Bank), the difference will be included by PagSeguro in future debit notes.

6.5. Under its sole discretion, PagSeguro may use any amounts received by the Merchant in Local Currency which have not been settled to the Merchant abroad yet to execute a Payout Request. In this case, the total amount of the Payout Request will be considered for purposes of the applicable FX transactions to be entered into pursuant to the Central Bank regulations, including for tax purposes.

6.5.1. The periodicity and the commercial conditions of the conversion in all cases (including, for the avoidance of doubt, the conversion rate) shall be freely negotiated between PagSeguro and the Exchange Bank. Merchant understands and agrees that the actual rate of conversion from USD or EUR to Local Currency agreed with the Exchange Bank may be different from that used for calculation of the Value in USD or Value in EUR pursuant to Clause 6.4 and its subclauses above.

6.6. Notwithstanding anything to the contrary contained in this Agreement, PagSeguro reserves the right not to accept or execute a Payout Request:

1. if Merchant has not fulfilled any of its obligations under this Agreement, including the obligation to maintain sufficient balance in the Merchant Account;

1. if PagSeguro deems the Payout Request to be (a) made in breach of this Agreement; or (b) suspicious, unauthorized or fraudulent, including with relation to money laundering, terrorism financing, fraud or other illegal activities;

1. upon the insolvency, liquidation, winding up, bankruptcy, general composition with creditors, receivership or dissolution of the Merchant, or where PagSeguro reasonably considers that there is a threat of the same in relation to the Merchant;

1. if required to do so under relevant and Applicable Laws or regulation;

1. if the requested Payout would exceed the limit of single or aggregate Payouts previously approved by PagSeguro and informed to Merchant for the relevant period; or
2. if Payee does not complete the procedures to activate its Payout Account or is not entitled to hold a Payout Account pursuant to applicable Brazilian laws and regulations or PagBank’s regulations and policies, when applicable (for example, if Payee is not 18 years old or older on the date of activation of the Payout Account, or if the information sent by Merchant pursuing Clause 6.1 above is inaccurate or incorrect).

6.7. Until termination of this Agreement, in case Merchant contracts another services provider for the provision of services of the same or similar nature of the Facilitation Services hereunder, Merchant shall give preference and priority to the Facilitation Services rendered by PagSeguro. This includes placing PagSeguro in a more visible position in the Merchant’s apps and websites, as well as implementing any modifications that PagSeguro may reasonably request in writing to perform such preference and priority rights.

6.8. Provided that the Merchant has also opted for the Facilitation Services, in accordance with the provisions set out in the Cover Page, which relate to the provision of payment services to the Merchant's End Users in the Territory, and for as long as such services remain in force, the Parties agree that PagSeguro, in its sole discretion, may use up to 100% (one hundred percent) of the net funds (i.e., after all deductions provided for in this Agreement) arising therefrom and collected in the Territory by PagSeguro, for the purpose of fulfilling a Payout Request made by the Merchant under this Agreement, provided that there are sufficient funds in the applicable currency in the Merchant Account. Except as otherwise required by the applicable Regulatory Requirements of the respective Territory, as long as the Digital Payment Services are in force, Payouts will be executed using the funds available in the Local Currency as a priority and, when the balance amount is not sufficient, the existing prefunding balance shall be applied.

The Merchant hereby acknowledges that:

(i) only amounts in the applicable currency that are due and payable under this Agreement may be used to fulfill a Payout Request hereunder;

(ii) any amounts required to be withheld or deducted, or otherwise owed to PagSeguro under this Agreement, shall not be available for Payout Requests; and

(iii) PagSeguro shall inform the Merchant of the funds used in accordance with this Clause.

The net amounts described herein shall be considered for financial flow purposes only. For the purposes of foreign exchange transactions and related taxation, all amounts shall be considered in full (i.e., gross) as provided by the applicable regulations.

6.9. For the purposes of the Payout operation regarding Payees located in Chile, the Parties hereby acknowledge and declare that the rights and obligations related to these services will be governed by the rules of the commercial mandate, as regulated by the Chilean Commercial Code. Thus, PagSeguro’s Chilean Affiliate will act as a mandatary of the Merchant, following its instructions to complete payments to Payees domiciled in Chile. Accordingly, by means of this Agreement, Merchant grants the corresponding PagSeguro’s Chilean Affiliate a commercial mandate, governed by Chilean Law, to make payments to Merchant’s Payees on its behalf. For the purposes of the rules applicable to this mandate, it shall be irrevocable, remunerated, and shall have the same duration as this Agreement. PagSeguro’s Chilean Affiliate may receive funds from the Merchant to be held in deposit and applied to future payments. In such case, the former will be acting as a commercial depositary (depositario comercial).

7. FEES AND PAYMENTS RELATED TO FACILITATION SERVICES

7.1. As consideration for the Facilitation Services, Merchant shall pay PagSeguro the fee for each Payout successfully executed by PagSeguro (“Payout Fees”), as established in the Cover Page.

7.2. The Payout Fees shall be indicated in the daily reports issued by PagSeguro to the Merchant, shall be exclusive of taxes, and shall be deducted from the prefunding balance, as set forth herein.

8. INTELLECTUAL PROPERTY

8.1. The Merchant represents and warrants that it is the legitimate bearer and/or properly licensed agent of all necessary intellectual and industrial property rights from Products under the terms hereof and shall reasonably and promptly provide to PagSeguro proof of such rights upon PagSeguro’s request, including the related rights to license and distribute the software, rights on trademark and copyrights in anyway related to Products. The Merchant hereby exempts PagSeguro from all and any demand or claim arising from or somehow related to the representation herein, and the Merchant also agrees to indemnify and hold PagSeguro harmless in relation with any of such lawsuit or claim. Merchant shall, to the extent permitted by the law, take any action to hold PagSeguro harmless from any preliminary or permanent injunction for the alleged infringement of intellectual property rights of third parties.

8.2. Title to and ownership of Products remains with the Merchant. The Merchant retains the right to, without limitation, use, copy, modify, license, sublicense, and distribute the Products.

8.3. Title to and ownership of the Digital Payment System and the Facilitation Services remains with PagSeguro. PagSeguro retains the right to, without limitation, use, copy, modify, license, sublicense and distribute the Digital Payment System and/or the Facilitation Services. Merchant shall not apply for any patent, trademark registration, domain name, copyright registration or other intellectual property right in contravention of this paragraph or else it shall immediately and gratuitously assign or cancel, at PagSeguro's choice and Merchant's expense the respective application, domain name, patent or registration to prevent any undue filings.

8.4. Subject to the terms and conditions of this Agreement, and prior written consent of the other Party, the Parties agree to provide a non-exclusive, non-sublicensable, non-transferrable, terminable, worldwide cross license to use each other’s Marks strictly for purposes of promoting the authority of PagSeguro to provide Merchant with the ability to use the Services. Under no circumstances shall this license be construed as granting the Merchant the authority to use PagSeguro Marks for purposes of the promotion or the endorsement of the Products.

8.4.1. If the Merchant uses PagSeguro Marks for any purpose other than those provided for in this Agreement, the license granted herein and this Agreement shall be immediately terminated. In addition, the Merchant shall be liable to PagSeguro for any damages resulting from such unauthorized use, including without limitation, reputational damages, actual damages, enforcement costs, and reasonable attorneys' fees. The Merchant shall also promptly cease all use of the Marks upon receipt of notice from PagSeguro to do so.

8.5. Each Party, when using the Marks of the other Party, will comply with the applicable trademark guidelines of the other Party. Each Party may amend these trademark guidelines in its sole discretion at any time by providing written notice to other Party. Each Party shall have no other rights in the Marks except as expressly set forth in this Clause 8. Either Party shall not modify the other Parties’ Marks and shall indicate that the other Party Marks, and any trademarks, logos or service marks of third Parties, are owned by their respective owners. Each Party may monitor the usage of the Marks by the other.

8.6. Except as expressly set forth herein, nothing in this Agreement is intended to grant any right in or to either Party under any patent, copyright, trade secret or other intellectual property right, nor shall this Agreement grant either Party any right, title or license in or to the other Party’s Confidential Information.

8.7. The Merchant undertakes to comply with all obligations and restrictions applicable to the use of the trademarks of the Payment Scheme, in accordance with the respective Payment Scheme Rules.

8.8. The Merchant acknowledges that the Payment Scheme is the sole and exclusive owner of its respective trademarks, copyrights and all intellectual and industrial property rights. Accordingly, the Merchant undertakes to respect and preserve such rights, to refrain from any misuse, and not to assert any claims that may infringe upon the rights set forth in the applicable Payment Scheme Rules. The Merchant shall not apply for any patent, trademark, domain name, copyright, or any other intellectual property right in violation of this Agreement, its Exhibits, or the provisions of this paragraph.

8.9. The Payment Scheme operator or the relevant acquirers may, at any time and with immediate effect, prohibit the Merchant from using any of their respective trademarks in the event of: (i) a breach of the rules governing trademark use or any applicable legal or regulatory provision related to intellectual property; or (ii) any factual circumstance that, at the sole discretion of the Payment Scheme operators, may cause direct or indirect harm to their trademarks.

8.10. PagSeguro may require the Merchant to make changes to its website or take any other necessary or appropriate measures to ensure compliance with the Payment Scheme Rules governing the use of trademarks.

9. OBLIGATIONS AND LIABILITY

9.1. Merchant takes full and exclusive responsibility for the Products, including the responsibility related to Products’ copyright and intellectual property regulations, regularity and compliance. Merchant shall reasonably and promptly provide PagSeguro with proof of such rights and obligations upon PagSeguro’s request.

9.2. Except for the express obligations of PagSeguro set forth in this Agreement, Merchant is solely responsible for all activities required by or otherwise related to the development, production, delivery, updating and/or promotion of the Products, including all information used in the Products, and for all fees, costs, taxes or other expenses related to such activities, including if applicable, the taking and fulfillment of orders from End Users.

9.3. Merchant shall be fully responsible for all and any claims originated from or somehow related to the Products and/or the Payouts, keeping PagSeguro free and exempt of all and every burden, obligation or responsibility.

9.3.1. PagSeguro is hereby authorized to deduct any amount owed by the Merchant as consequence of this Clause 9.3 from the funds to be settled to Merchant. In case there are no sufficient funds to set off such amount, PagSeguro will provide the Merchant an invoice evidencing the amount due and payable by the Merchant for the reimbursement of the amounts mentioned herein, which shall be paid within thirty (30) days from the provision of the invoice.

9.3.2. Without prejudice to the provisions established in Clause 4.2 (iv) above, PagSeguro is hereby granted a mandate (therefore is authorized by the Merchant) for purposes of representing the Merchant in all formalities and procedures related to any and all controversies originated from or somehow related to the use of the Digital Payment System and/or Payment Scheme and/or the Facilitation Services, including in relation to Chargebacks.

9.4. Merchant shall be duly registered by means to comply with PagSeguro’s Compliance, Anti-bribery and Corruption and AML-CFT Policies. Merchant agrees that PagSeguro may at any time request information, including Merchant’s identification information and information in connection with PagSeguro's verification of Merchant's compliance with the representations contained in this Agreement. Merchant agrees to cooperate with, and provide complete, accurate and timely information as requested by PagSeguro. Merchant agrees to notify PagSeguro of all and any changes regarding its details and to the limit permitted by the Applicable Law. PagSeguro may hold any payment due to the Merchant until Merchant verification is completed, which may include copies of Merchant’s business licenses, articles of incorporation, tax information requirements, authentication of business owner(s) or Director(s) identity, Merchant’s bank account and other related information, powers of attorney whenever necessary and/or other documentation required to meet (a) Know-Your-Customer (“KYC”) banking mandates, (b) Anti-money-laundering (“AML”) Regulatory Requirements, (c) any request made by governmental authorities or courts, or (d) similar purposes as needed, to the maximum extent permitted by Applicable Laws. The Merchant agrees to notify PagSeguro of all and any changes regarding the information related with this Clause and further changes in its structure, circumstance, context or any other details that PagSeguro should know in connection with this Clause.

9.5. It is Merchant’s sole responsibility and obligation to maintain the credentials to access the Digital Payment System and/or the Facilitation Services, as the case may be, in a secure manner and at a level not lower than the accepted standard practice in the industry. Economic responsibility for the misuse of cards or errors in Transaction validation shall be determined considering the authentication method used (e.g., chip, PIN, biometrics, etc.), with PagSeguro being responsible for errors attributable to failures in its system or in authorization processes under its control, and the Merchant for those arising from its actions or failure to comply with the required security measures.

9.6. Merchants that adhere to the Digital Payment Services and/or the Facilitation Services must submit to a complete due diligence evaluation, which includes:

1. Providing PagSeguro with its most recent audited financial statements, or unaudited financial statements prepared in accordance with Generally Accepted Accounting Principles (GAAP) until PagSeguro has audited financial statements available;

1. Providing PagSeguro with the Merchant’s Anti-Money Laundering Policy and information regarding any individual holding 10% or more of the Merchant’s shares or property, or any individual controlling it directly or indirectly, regardless of the percentage of property; and

1. Providing any other information reasonably requested by PagSeguro.

9.7. During the term of this Agreement, after a payment confirmation by PagSeguro, the Merchant will deliver, perform or allow the End User to use or receive the Products immediately, as applicable.

9.8. The Merchant shall comply with any domestic, foreign or international law, rule, regulation or other restriction or any fiduciary or contractual relationship applicable to the Merchant or the Products, and shall not offer any Products that do not comply with any domestic, foreign or international law, rule, regulation or other restriction or any fiduciary or contractual relationship applicable to the Merchant or the Products. Without limiting the generality of the foregoing, Merchant shall not knowingly cause or permit (or through negligence) any third party to sell, upload, post, publish, transmit, reproduce, or distribute in any way any goods, services, or data that:

1. may be considered pornographic or of such a sexually explicit nature that it is intended for adults only, and (a) such content is expressly prohibited by Applicable Law; or (b) Merchant fails to demonstrate to PagSeguro, in its sole discretion, that the material is legal under Applicable Laws;

1. may be classified as tobacco, alcohol, firearms, ammunition, drugs, or real-world drug paraphernalia, excluding depictions of such items in a virtual world or game environment, under Applicable Laws;

1. may constitute illegal online gambling, wagering activities, sportsbook services, or other betting-related products or services, under Applicable Laws;

1. contains a software virus, malware or any other computer code, files or programs that interrupt, destroy or limit the functionality of any other computer software or hardware or telecommunications equipment;

1. infringes any patent, trademark, trade secret, copyright, proprietary right of any third party under Applicable Laws;

1. may be deemed a violation of human rights under Applicable Laws.

9.9. PagSeguro is entitled to reclaim a Chargeback, and the Merchant shall use commercially reasonable efforts to support PagSeguro against any claims made by End Users.

9.9.1. In the event that an End User requests a Chargeback on a reversible Payment Type accepted by the Merchant, PagSeguro will notify the Merchant within one (1) Business Day, and the Merchant shall deactivate (i.e., change to "unbilled, inactive status") any associated End User credits. Only upon receipt of a subsequent payment communication from PagSeguro, the Merchant shall reactivate that End User's credit. PagSeguro shall identify the necessary Transaction details and provide them to the Merchant for the Merchant to perform its obligations under this Clause 9.

9.10. PagSeguro shall, whenever possible, receive the same level of prominence, treatment, and logo placement as the most prominent payment options offered by the Merchant, both upon the launch of PagSeguro and throughout the period in which the Products remain commercially available and integrated with the Digital Payment System. Nothing herein shall prevent the Merchant from granting equivalent placement to other payment options.

9.11. PagSeguro will use commercially reasonable efforts to ensure that the Digital Payment System is free from material defects and available to End Users and Merchants at all times, with a Monthly Uptime Percentage (as defined below) of at least ninety-nine point five percent (99.5%), except regarding scheduled maintenance or upgrades to the network, hardware or service (“Scheduled Maintenance”). PagSeguro will monitor the availability of the Digital Payment System 24 hours a day, 7 days a week, 365 days a year. For these purposes:

9.11.1. “Monthly Uptime Percentage” means the total number of minutes in the applicable calendar month less the number of minutes of Downtime (as defined below), divided by the total number of minutes in that calendar month.

“Downtime” means the period in which the PagSeguro Digital Payment System is unavailable to all End Users for reasons other than Scheduled Maintenance, or due to connectivity failures outside of PagSeguro's network, as well as problems with third parties.

9.12. In addition to providing the Services subject to this Agreement, PagSeguro shall be responsible for providing End Users with the necessary support in relation to the Digital Payment System. For this purpose, Merchant shall reply all questions sent by PagSeguro by e-mail within five (5) calendar days.

9.13. The Merchant shall be solely responsible for any breach of the Payment Scheme Rules or Applicable Laws and shall indemnify and hold PagSeguro harmless from any losses, damages, liabilities or expenses arising from such breach.

9.14. The Merchant represents and warrants that its activities do not involve any products or services that are prohibited, restricted or otherwise disallowed under the Payment Scheme Rules, including, but not limited to, products that claim or imply effects similar to those of prescription drugs, controlled substances or illicit drugs.

9.15. Any funds paid to the Merchant through the use of payment instruments shall be directly related to legitimate and valid sales of Products, conducted in accordance with the Merchant’s applicable Merchant Category Code (MCC).

9.16. End Users have the right to dispute any payment transaction and to request a Chargeback in accordance with the applicable Payment Scheme Rules and Applicable Laws. Under no circumstances may the Merchant prevent, restrict or require the waiver of such rights.

9.17. The Merchant shall indicate its banking domicile for the receipt of funds to PagSeguro in the Cover Page. Any change to such banking domicile shall be made in writing.

9.18. If required under the Payment Scheme Rules, the Merchant shall comply with the Payment Card Industry Data Security Standard (PCI DSS), which forms part of the data protection framework and sets forth security standards for the payment industry.

9.19. The Merchant agrees to be subject to investigations, audits and inspections conducted by PagSeguro, the applicable Payment Scheme operators, the relevant acquirers and any third parties appointed by such entities, for the purpose of verifying the Merchant’s compliance with the applicable Payment Scheme Rules, as well as legal, regulatory and contractual obligations. PagSeguro may share the results of such investigations, audits and inspections with the relevant Payment Scheme operators and acquirers, as applicable.

9.20. The Merchant undertakes to promptly provide PagSeguro, the applicable Payment Scheme operators, the relevant acquirers and any third parties appointed by such entities, with any information that may be requested to verify compliance with the applicable Payment Scheme Rules, as well as with legal, regulatory and contractual obligations.

9.21. The Merchant shall provide PagSeguro with a complete and accurate description of the Products offered, and expressly agrees that such information may be shared by PagSeguro with the relevant acquirers and Payment Scheme operators, as applicable.

9.22. The Merchant acknowledges that PagSeguro may maintain a complete file of its records and all information related to any investigation, if applicable, throughout the term of this Agreement and for a period of at least ten (10) years following its termination, or for such longer period as may be required under Applicable Law or regulation, in each case to the maximum extent permitted by Applicable Law.

9.23. Except as otherwise provided in this Agreement, each Party shall be liable for its own taxes as defined by Applicable Laws. In the event of the creation of new taxes, or an increase in the financial burden of this Agreement due to any change in Applicable Laws, regulations or Payment Scheme related costs, the Parties shall negotiate in good faith a revision of the Fees set forth herein. If the Parties fail to reach an agreement on the revised Fees within thirty (30) Business Days, this Agreement may be automatically terminated without any charges or penalties. If the payment of PagSeguro’s Fees becomes subject to tax withholding under Applicable Law, PagSeguro shall be entitled to gross up the amount to be charged to the Merchant, so as to ensure that all amounts owed to PagSeguro under this Agreement are received in full and free of any deductions.

9.24. To the maximum extent permitted by the Applicable Law, PagSeguro reserves the right to suspend or limit the Digital Payment System or the Facilitation Services pending full payment of any outstanding claims, penalties, costs or charges by the Merchant. These actions by PagSeguro will not entitle the Merchant to claim damages or any restitution against PagSeguro.

9.25. PagSeguro shall not be liable, under any circumstances, for any misuse, fraudulent use, unauthorized use, or any other improper use of any Payment Method, including payment cards or other payment instruments, by End Users in connection with the acquisition of the Products. This includes, but is not limited to, situations where End Users use stolen, cloned, counterfeit or otherwise unauthorized cards or payment instruments. The Merchant acknowledges and agrees that it is solely responsible for verifying the legitimacy of Transactions and the identity of End Users, and for implementing appropriate measures to prevent fraudulent or unauthorized Transactions. PagSeguro shall not be responsible for any losses, damages, costs or expenses incurred by the Merchant or any third party as a result of such misuse, nor for any Chargebacks, penalties or other liabilities arising therefrom.

10. ADDITIONAL DECLARATIONS AND UNDERTAKINGS

10.1. Without prejudice to any other representations and warranties contained in this Agreement, the Merchant acknowledges and agrees that:

1. any dispute regarding any products sold or services rendered by Merchant or Payee shall be between the Merchant and Payee/End-User, as applicable, and neither PagSeguro nor PagBank shall be a party to any such dispute. The Merchant shall fully indemnify PagSeguro and PagBank against any loss or liability (including full reimbursement of any legal and professional costs) if PagSeguro or PagBank suffers or incurs as a result of, or in connection with, any claim made or threatened by Payee, End-User, Merchant, or any third party relating to products sold or services rendered by Merchant or Payee;

1. PagSeguro and PagBank may collect, store and otherwise process the data related to the Merchant, End-User, Payees and the Transactions/Payouts in order to render the Services; and

1. it is solely the Merchant's responsibility to obtain the End Users’ and/or Payees’ consent to process their data in accordance with the applicable legal requirements, laws and policies, as well as to inform and transfer the necessary data to PagSeguro for PagSeguro and PagBank to render the Services.

10.2. The Merchant undertakes to include in its agreements with the Payees, at least, provisions pursuant to which the Payee declares to know and agree to the following:

1. the use of third-party service providers to make Payouts, stating the limitation of direct actions and liabilities against them;

1. the transfer of Payee’s data (including e-mail address) and other relevant payment information, as may be necessary, to PagSeguro and to PagBank, and to the use of its data for the purposes of making the Payouts, as applicable, and in connection with Clause 10.3 below;

1. that the Payouts will be made in a Payout Account held by Payee, being Merchant required to provide accurate information pursuing Clause 6.1 hereof, as well as a valid and active Payout Account for Payee to receive the Payouts. For Payouts to be performed in Brazil, if Payee does not hold a valid and/or active Payout Account, Payee may open a payment account with PagBank subject to PagBank’s approval pursuing its policies, terms and conditions; and

1. neither PagSeguro nor PagBank shall be liable for errors, delays or damages caused by incompleteness or non-conformity of any information provided to them, or in case Payee does not complete the procedures to create and activate its Payout Account with PagBank or is not entitled to hold a Payout Account pursuant to Applicable Laws and regulations, or when applicable, PagBank’s regulations and policies (for example, if Payee is not 18 years old or older on the date of activation of the Payout Account, or if the information sent by Merchant pursuing Clause 6.1 above is inaccurate or incorrect).

10.3. The Merchant represents and warrants that it holds all required licenses and permits necessary for its operation and performance of its services in all the Territories in which it operates. The Merchant acknowledges and agrees that it is solely responsible for obtaining and maintaining all licenses and permits, and for complying with all Applicable Laws relating to its business and operations.

10.4. The Merchant represents and warrants that it is not listed, as well as its representatives, officers, directors, partners, employees and customers are not listed (i) on the United Nations Security Council financial sanctions lists; (ii) on European Union or United Kingdom Treasury lists; (iii) on any United States Government, European Union or United Kingdom Treasury lists, including the Specially Designated Nationals and Blocked Person List issued by OFAC – Office of Foreign Assets Control; and (iv) the blocked persons list issued by local competent authorities. The Merchant further represents and warrants that it does not engage in any activity in a jurisdiction subject to OFAC sanctions or in relation to customers subject to trade embargoes imposed, administered or enforced by the United States government or other Applicable Laws.

10.5. The Merchant declares that it conducts legitimate business transactions, which are adequate and verifiable, and which do not constitute any illegality and/or violate any legal or regulatory provision, any contractual provision binding on the Merchant, or any applicable Payment Scheme Rules.

10.6. PagSeguro represents, acknowledges and agrees that:

1. it is duly organized, authorized and in good standing under the Applicable Laws; and

1. it has obtained all approval, authority and license necessary to provide the Services specified in this Agreement under the Applicable Laws and regulations, and maintain such approval, authority and license when performing the obligations under this Agreement.

11. INDEMNIFICATION

11.1. To the maximum extent permitted by Applicable Laws, each Party agrees to indemnify and hold the other Party harmless from and against all losses, liabilities, damages and expenses resulting from and/or arising out of: (a) any breach of any warranty, covenant or agreement, or any misrepresentation under this Agreement; (b) an employees’ negligence, in connection with Transactions and/or Payouts, or otherwise arising from the offering of Products to End Users paying for such Products through the Digital Payment System; (c) arising out of any third party indemnifications the Merchant is obligated to make as a result of End User’s actions (including indemnification of any association or card issuing institution).

11.2. Notwithstanding anything in this Agreement to the contrary, and to the maximum extent permitted by Applicable Laws, in no event shall PagSeguro, PagBank, their Affiliates, or any of its respective directors, officers, employees, agents or subcontractors, be liable under any theory of tort, contract , strict liability or other legal theory for lost profits, lost revenues, lost business opportunities, lost data, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the Parties, regardless of whether such damages were foreseeable or whether any Party or any entity has been advised of the possibility of such damages. Notwithstanding anything in this Agreement to the contrary, and to the maximum extent permitted by Applicable Laws, in no event shall PagSeguro, PagBank, their Affiliates, or any of its respective directors, officers, employees, agents or subcontractors, be liable or responsible for any delays or errors in performance of the Services caused by the service providers, or other parties, or events outside of PagSeguro’s reasonable control, including the Digital Payment System. Notwithstanding anything in this Agreement to the contrary, and to the maximum extent permitted by Applicable Laws, PagSeguro’s cumulative liability for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including those arising out of or related to this Agreement) and regardless of the form of action or legal theory and whether or not arising in contract or tort (excluding negligence and willful misconduct) shall not exceed the total volume of the monthly average amount of Transactions expressed as the Local Currency amount, processed under this Agreement.

11.3. Neither Party nor their respective Affiliates, subsidiaries or subcontractors shall be liable to the other Party or their respective Affiliates, subsidiaries or subcontractors for any failure or delay in performance of any obligation under this Agreement, when such failure or delay is caused by or results from force majeure or acts of God, including, but not limited to: fire, explosion, lightning, pest damage, power surges or failures, strikes, lockouts or labor disturbances, water, the elements, war, pandemic, civil disturbances, acts of civil or military authorities or the public enemy, inability to obtain parts or supplies or network access, transportation facilities, fuel or energy shortages, acts or omissions of any common carrier or its agent (including the local exchange companies), or in general any causes beyond a Party's control whether or not similar to the foregoing, unless they are caused by either Party, and since it provenly affects the obligations of the non-performing Party. The non-performing Party shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other Party stating the nature of the event, its anticipated duration, and any action being taken to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary, and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform.

11.4. Without limiting the generality of the foregoing, neither PagSeguro nor PagBank shall be liable for errors, delays or damages caused by incompleteness or non-conformity of any information provided by Merchant, Payee or any third party.

12. DISCLAIMER OF WARRANTIES

12.1. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAWS, THE SERVICES PROVIDED BY PAGSEGURO IN ACCORDANCE WITH THIS AGREEMENT (INCLUDING ALL CONTENT, SOFTWARE, MATERIALS AND INFORMATION ACCESSED BY ANY MEANS THEREOF) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THE PARTIES DISCLAIM ALL OTHER EXPRESS WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THEIR RESPECTIVE PRODUCTS, SERVICES OR SYSTEMS (A) WILL MEET THE REQUIREMENTS OF THE OTHER PARTY, (B) OPERATE IN COMBINATION WITH THE OTHER PARTY’S HARDWARE, SOFTWARE, SYSTEMS OR DATA, AND (C) WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE, OR THAT ANY INTERRUPTION OR ERROR WILL BE CORRECTED IN A TIMELY MANNER. THE PARTIES FURTHER DISCLAIM ALL IMPLIED WARRANTIES WITH RESPECT TO THEIR RESPECTIVE PRODUCTS, LICENSES OF USE, SERVICES OR SYSTEMS INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, MERCHANT ABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PAGSEGURO MAKES NO WARRANTIES AS TO THE LEGALITY OR SUITABILITY OF AN END USER PURCHASE, USE OR ACCESS TO PRODUCTS, THE ABILITY OF AN END USER TO PAY FOR PRODUCTS OR THE ADEQUACY OR TIMING OF PAGSEGURO’S RESPONSE.

13. CONFIDENTIAL INFORMATION AND DATA PRIVACY

13.1. During the term of this Agreement, each Party hereto may disclose (the“Disclosing Party”) to the other Party (the “Receiving Party”) Confidential Information in connection with this Agreement or the performance of this Agreement.

13.2. The Parties state that the Commercially Sensitive Information shared within the framework of the present Agreement will be only that which is indispensable for its correct execution. For the purposes of this Agreement, it shall not be admissible to exchange information about, for example, other customer relations, other customers commercial or financial agreements, among other information that is not related to the sales promotion service that is the object of this Agreement.

13.3. This information may only be used for the lawful purposes contained in the Agreement. For the sharing of Commercially Sensitive Information, preference shall be given to the sending of non-confidential summaries, aggregated or statistical information when this achieves the same objective sought with Commercially Sensitive Information.

13.4. As used herein, "Commercially Sensitive Information" means any Confidential Information used by the companies to take strategic decisions to compete in the market including, among others, information related to prices, cost structure, costs, quantities produced or sold, future investment projects, commercial conditions with clients, list of clients, list of suppliers.

13.5. Notwithstanding the definition of Confidential Information in Clause 1.1 hereof, same shall not be deemed to include information if: (a) it was already known to the Receiving Party prior to the Effective Date of this Agreement, as established by documentary evidence, provided that the source of the information was not bound by confidentiality obligations to the Disclosing Party; (b) it is or becomes generally known to the public through no breach of this Agreement or other wrongful act of the Receiving Party; (c) it has been rightfully received by the Receiving Party from a third Party and without breach of any obligations of confidentiality of such third Party to the Disclosing Party; (d) it has been approved for release by written authorization of the owner of the Confidential Information; or (e) it has been independently developed by a Party without access to or use of the Confidential Information of the other Party.

13.6. The Parties hereby agree that all Confidential Information disclosed under this Agreement, unless written consent is otherwise granted by the Disclosing Party, shall be maintained in strict confidence by the Receiving Party, and shall be used solely in connection with performing its obligations as required by this Agreement. To the extent that the Receiving Party may be required to disclose Confidential Information pursuant to Applicable Laws, regulations or legal process requirements, the Receiving Party shall provide, if not prohibited by Applicable Law, Disclosing Party with prompt notice sufficient to enable Disclosing Party to seek from the appropriate authority a protective order or other appropriate remedy that will preclude or limit the scope of the disclosure of the Confidential Information. The Receiving Party and the Disclosing Party shall cooperate with one another in seeking such protective order or remedy, and each shall bear its own costs related thereto. If disclosure is not precluded or limited, the Receiving Party shall furnish only that portion of the Confidential Information which is legally required, and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information.

13.7. Access to all Confidential Information shall be restricted to those employees in the Receiving Party’s immediate organization, parent corporations, subsidiaries, and other persons, such as consultants, attorneys and other advisors having a need to know, to perform services specifically requested by one Party or the other to fulfill the purpose of this Agreement. The Receiving Party shall notify such employees or persons of the proprietary nature of the Confidential Information, and shall require such employees or other persons to agree to maintain the confidentiality of the Confidential Information on the same terms as the Receiving Party.

13.8. The shared Commercially Sensitive Information will be known and used only by the required areas of each of the Parties that need to have access, which will provide the reserved treatment, and will adopt the corresponding security measures to avoid its disclosure within and outside the company.

13.9. The Parties will not share the Commercially Sensitive Information received with any third party, much less with competitors of the owner of the information. Likewise, none of the Parties will receive Commercially Sensitive Information from third parties, much less their competitors.

13.10. Data of End Users will be collected and processed for the exclusive purposes of this Agreement and will not be processed for purposes different from this Agreement.

13.11. The Parties are also obliged to carry out the processing of the Personal Data under legal, organizational and technical security measures.

13.12. The Merchant represents and warrants that it is aware of and will comply with all applicable data protection and privacy laws and regulations, including, where applicable, Brazilian Law No. 13,709 of August 14, 2018 (“LGPD”). The Merchant undertakes to obtain all necessary authorizations and consents from Payees, End-Users and third parties, as applicable, for the proper and lawful performance of this Agreement. The Merchant shall promptly notify PagSeguro, within twenty-four (24) hours of discovery, all incidents and/or information security vulnerabilities occurring in Brazil or in any other jurisdiction where the Services are rendered, or where Merchant, Payee or End-Users are located.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1. To the maximum exempt permitted by the Applicable Law, this Agreement shall be governed by and construed in accordance with the laws of Brazil, without regard to conflicts of law’s provisions. If by any reason the choice of the governing law stated in the previous sentence is not valid, the Agreement shall be governed by and construed in accordance with the laws of the Territory in which the Affiliate of PagSeguro is responsible under this Agreement for the receipt of amounts paid by the Users in connection with the purchase of the Products.

14.2. To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement (“Dispute”), the Parties agree to first attempt to informally negotiate any Dispute for at least thirty (30) calendar days before initiating any court proceeding, with exception to (a) Disputes seeking to enforce or protect, or concerning the validity of, any intellectual property rights; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for injunctive relief. Such informal negotiations commence upon written notice from one Party to the other.

14.3. All Disputes, conflicts and questions that directly or indirectly result from this Agreement that are not resolved by mutual agreement between the Parties shall be submitted to the sole and exclusive jurisdiction of the state courts located in the City of São Paulo, State of São Paulo, Brazil, which shall have exclusive jurisdiction over any suit arising from those matters. If by any reason the choice of jurisdiction stated in the previous sentence is not valid, any disputes arising from the Agreement shall be settled through judicial courts in accordance with the laws of the Territory in which the Affiliate of PagSeguro is responsible under this Agreement for the receipt of amounts paid by the Users in connection with the purchase of the Products.

14.4. If any provision of this Agreement is determined to be invalid under any applicable local statute or rule of law, it is to that extent to be deemed omitted, and the rest of the Agreement will remain enforceable.

15. MISCELLANEOUS

15.1. This Agreement hereto constitutes the entire agreement and understanding between the Parties, and supersedes all other prior and contemporaneous communications, discussions, understandings, negotiations, arrangements and agreements between the Parties, whether written or oral, relating to the subject matter of this Agreement. To the extent permitted by Applicable Laws, rights and obligations established hereof shall bind the Parties and their respective successors irrevocable and inalterable basis.

15.2. No agency, partnership, joint venture or employment relationship is created between PagSeguro and the Merchant by way of this Agreement. In the performance of their respective obligations hereunder, the Parties are, and will be, independent. Except for the power-of-attorney granted hereto by the Merchant to PagSeguro to execute foreign exchange transactions and to assign Payment Scheme receivables, neither Party will bind, or attempt to bind, the other Party to any contract or the performance of any obligation, and neither Party will represent to any third party that it has any right to enter into any binding obligation on the other Party’s behalf.

15.3. Except to an affiliated entity or in connection with the merger, reorganization or sale of all or substantially all of its business or assets, or subject to mandatory rules of Applicable Law, neither Party may assign any rights or obligations hereunder without the prior written approval of the other Party. Any attempt to assign any rights, duties or obligations hereunder without the other Party's written consent will be void.

15.4. Payment of any and all amounts due hereunder shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes. In the event that any such withholding or deduction is required by law, the debtor shall pay to the creditor such additional amounts as may be necessary to ensure that the amounts received by the creditor, after such withholding or deduction, shall equal the gross amounts that would have been received by creditor in the absence of such withholding or deduction.

15.5. This Agreement may only be amended by a written instrument duly executed by both Parties hereto.

15.6. The rights of each Party hereto: (a) are cumulative and not exclusive of its rights under the law; and (b) may be waived only in writing and specifically. The delay in exercising, or non-exercise of any such right shall not be deemed to represent a waiver of that right or the novation of any obligation.

15.7. The Parties agree to renegotiate in good faith any clauses of this Agreement that may be deemed totally or partially unenforceable or invalid, in such a way that the new clause thus negotiated reproduce the original business sense and effect of the clause considered unenforceable. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

15.9. Any notice related to this Agreement shall be given in writing and shall be deemed to be effectively given: (a) upon personal delivery to the Party to be notified; or (b) after five (5) days from deposit with the official governmental postal service, return receipt requested, and addressed to the Party to be notified at the address indicated below; or (c) upon transmission via e-mail to the Party. Notices shall be validly given to the following addresses, which may be changed by the Parties from time to time through written notice:

If to Merchant:

Att.: [Name]

[address]

E-mail:

If to PagSeguro:

Att.: Backoffice Team

Avenida Brigadeiro Faria Lima, No. 1384, 1^st floor, Zip Code 01451-001, Brazil

E-mail: l-pagsinternational-backoffice@uolinc.com

15.10. The Parties acknowledge the validity and full effectiveness of contracting through electronic, digital, and computer means, constituting an extrajudicial enforceable title for all legal purposes, even if executed with electronic signatures or certification outside the ICP-Brazil standards, as provided by the paragraphs of Article 10 of Provisional Presidential Decree (MPV) No. 2,200/2001 in force in Brazil. This instrument, as well as its Exhibits, may be executed by such means, dispensing with the need for witnesses, pursuant to §4 of Art. 784 of Law No. 13,105/2015 (Code of Civil Procedure).

15.11. This Agreement is executed exclusively in English language.