SERVICES AGREEMENT

Terms and Conditions 

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This Service Agreement is a contract between the company indicated in the Cover Page above (herein referred also as “Merchant”), and 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 (“PagSeguro”), both collectively referred to as "Parties", and each indistinctly as a "Party".

By opening and using an Account (as defined below) within PagSeguro, your use of the Services described herein is subject to this 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 you and PagSeguro (all jointly, the “Agreement”).

We strongly recommend that you read all the terms and conditions of this Agreement, and each of the applicable policies, carefully before the use of the Services provided by PagSeguro. If you do not agree with this Agreement, you must stop the use of the Services.

WHEREAS:

• PagSeguro is an international payment facilitator that provides Digital Payment Systems, International Facilitation Services and other additional services for product and/or service providers, specializing in monetization, publishing and offering local methods of payment for End Users (as defined hereinafter);

• 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 Payees (as defined below) in the Brazilian territory; and

• 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 might be contracted by the Merchant in addition to the Digital Payment System and/or the International Facilitation Services, as opted by the Merchant through the Cover Page or Addendum. Each of the Additional Services will be ruled and described in a specific Policy separated from the present Agreement.

“Agreement” means this Service Agreement.

“Applicable Law” means all applicable laws, regulations, rules, codes, and official or regulatory guidance, in each case as amended, varied, or replaced from time to time, including without limitation 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.

“BRL” means the lawful currency of Brazil.

“Business Day” means any day, other than Saturday, Sunday, or holidays, as applicable, in which banks are open and authorized to enter into foreign exchange transactions with their clients in the City of São Paulo, Brazil.

“Card or Payment Scheme” means any card payment systems (such as VISA®, MasterCard®, American Express® or others, including national or international systems) or bank payment schemes (such as direct banking systems, direct debit systems or bank transfer systems).

“Chargeback” means the return of funds to the End User, initiated by the Payment Scheme under the instruction 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.

“CNPJ” means the General Taxpayers’ Registry of the Ministry of Finance of Brazil.

“Confidential Information” means any information which is marked as confidential or should be reasonably expected to be confidential based on the context of disclosure or the nature of the information, including the generality of the foregoing; the terms of this Agreement; business plans; data; strategies; methods; suppliers, customers and clients lists; technical specifications; transaction data and customer personal data; technical data; trade secrets; plans for products or services; End User’s, PagSeguro’s or Merchant’s lists; databases; marketing plans; software; source code for software; 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.

“CPF” means the Individual Taxpayers’ Registry of the Ministry of Finance of Brazil.

“Digital Payment System” means PagSeguro's digital payment system that enables End Users to make payments related with the acquisition of Products sold by Merchants, by which PagSeguro acts as an international payment facilitator under Applicable Laws.

“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 that acquires Products using the Digital Payment System.

“EUR” means the lawful currency of the European Union countries.

“Exchange Bank” means a bank or other institution duly authorized by the Central Bank of Brazil to operate in the Brazilian foreign exchange market.

“Fee” means the compensation due by Merchant to PagSeguro according to Clause 5 and/or Clause 7 hereof, depending on the services provided by PagSeguro to the Merchant.

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

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

“International Facilitation Services” means the facilitation of payments service provided by PagSeguro for payment of amounts due by Merchant to a Payee, as further detailed in Clause 6 hereof. The International Facilitation Services together with the Digital Payment Services may be referred to herein as “Services”.

“IOF” means the Brazilian financial tax (imposto sobre operações de crédito, câmbio e seguro, ou relativas a títulos e valores mobiliários).

“Local Currency” refers to the official currency of the Territory.

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

“Merchant” has the meaning indicated in the preamble hereof.

“Merchant Account” or “Account” means the online Merchant account 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.

“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, 4th floor, part A, Zip Code 01451-001, Brazil, enrolled with the CNPJ under number 08.561.701/0001-01.

“PagSeguro” has the meaning indicated in the preamble hereof.

“PagSeguro International Account” means the bank account that PagSeguro shall from time to time inform in writing to Merchant.

“Parties” means PagSeguro and Merchant, and “Party” means any one of the Parties.

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

“Payment Method” means a specific way of how a Transaction is paid by an End User.

“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 pursuant to Clause 6.3 hereof.

“Payout Account” means 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, as applicable.

“Personal Data” means all types of information about a natural person that identifies or makes it 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 opted in 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 necessary licenses and authorizations for 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, appliances, rights of use, and any type of experience or upgrade, are either owned or copyrighted by Merchant or are used by the Merchant under legal authorization from the copyright owners. These Products are monetized and traded by the Merchant with the End User. The definition of "Products" is comprehensive and is intended to cover all aspects of the Merchant’s offerings within the scope of legal and authorized use. The Products shall not, under any circumstances, encompass any illegal activity.

“PTAX Rate” means the rate for conversion of USD or EUR, as the case may be, into BRL (purchase rate), calculated by the Central Bank of Brazil and divulged in its webpage (www.bcb.gov.br) for the day of settlement of the Payout (or, if such day is not a Business Day, of the Business Day immediately preceding the Payout).

“Refund” means Merchant’s requests in order to return previously collected funds to the End User upon End User’s request, due to issues relating Merchant’s services. PagSeguro shall process and return the Refunds accordingly with Merchant’s requests and as foreseen 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 system entity (including but not limited to bank payment systems, card payment systems such as Visa®, MasterCard®, American Express® etc., or any other payment, clearing or settlement system or similar arrangement that is being used for providing the Services hereunder).

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

"Successfully Executed Transaction” shall mean a transaction that is fully processed and acknowledged as successfully completed. Under this Agreement, the mentioned fees shall apply to each and all successfully executed transactions that occur within territories with any payment types facilitated by the PagSeguro’s International Payments Facilitation Services System.

“Territory” means strictly the specific countries, enabled in the Merchant Account, from where the End Users purchase the Merchant’s products.

“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 term "included", "including", "in particular", “especially” or any similar expression will be construed as if such term were followed by the expression “but not limited to” or “without limitation”, and will consist of examples and illustrations, not limiting the sense of the words preceding that term. Additionally, the term “and” shall be read as “and/or” in order to include, as applicable, all the different possibilities established in the clauses hereof.

2. SCOPE

2.1. This Agreement contains the general terms for the Digital Payment System and the International Facilitation Services. By using the Digital Payment System and/or the International 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. Whenever applicable, at PagSeguro’s discretion, Services under this Agreement may be provided by PagSeguro's Affiliates under PagSeguro’s supervision. For the purposes of the Agreement, the term "Affiliate" shall mean any entity that is, directly or indirectly, controlling, controlled by, or under common control with PagSeguro.

2.3. If there is any conflict between the provisions of this Agreement, it shall be resolved in accordance with the following order of precedence (item “a” being the most prevalent): (a) the Additional Services Policies, as applicable; and (b) the sections of this Agreement over its Exhibits.

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, at PagSeguro’s sole discretion: (i) legal or regulatory modifications regarding Merchant’s or PagSeguro’s activities may impact the Services provided for under this Agreement; (ii) there is a high number of End Users’ complaints or (iii) Merchant’s Chargeback levels are high according to PagSeguro standards or Card Schemes’ rules, or (iv) 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 of a breach of this Agreement or Applicable Laws by the other Party, observing the following:

1. in case of a material breach of any confidentiality, anticorruption, 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; and

3. in case 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 remedied the breach to the satisfaction of the Innocent Party.

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

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 Merchant for the termination of the Digital Payment System, the International Facilitation Services or the Additional Services or for any consequence thereof.

3.5. Notwithstanding anything in this Agreement to the contrary, 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.

4. DIGITAL PAYMENT SYSTEM SERVICES

4.1. PagSeguro shall provide Merchant with the Digital Payment System in order to facilitate the End User to acquire Products, whether through (i) the representation of End User to act on their behalf to effect international payments as an international collection agent; or (ii) the transfer of funds through international payment facilitator channels, all of the above to the maximum extent permitted by the Regulatory Requirements.

4.2. The Merchant acknowledges and agrees that:

• PagSeguro is not a financial or payment institution, nor intends to provide financial 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 in the respective Territory. 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 thereto 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;

• 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 Brazil or any of the Territories, as applicable;

• Merchant herein irrevocably appoints PagSeguro as its attorney-in-fact, granting thereto full powers, specially, but without limitation, towards banks, financial institutions and other entities whose activities are authorized by the Brazilian Central Bank or the respective equivalent authority in each Territory, as necessary, for the purposes of representing the Merchant in connection with all acts and measures that might be necessary for the regular and lawful completion of the national and cross-border transfers of amounts set forth in this Agreement, which powers shall include the execution of foreign exchange agreements and its 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;

• PagSeguro operates solely as a payment intermediary, and PagSeguro: (a) under no circumstances acts or purports to act as a seller, buyer, dealer, middleman, retailer, auctioneer, supplier, distributor, manufacturer, broker, agent or hirer of Products; and (b) makes no representations or warranties and does not ensure the quality, safety or legality of any Products;

• End User may incur eventual fees, taxes, surcharges, and other additional amounts, depending on the Payment Type selected, the location of End User’s domicile and the location of Merchant’s domicile;

• Except as related directly and exclusively to the Digital Payment System, any dispute regarding any Products shall be between the End User, as sender of the funds to license or purchase the Products, and the Merchant, as supplier of such licenses of use or Products sold, to the maximum extent permitted by Applicable Laws. Except as related directly and exclusively to the Digital Payment System, any Transaction related to Products shall only bind the Merchant. PagSeguro shall not be a party to any resulting dispute. Without applying the liability restrictions contained in Clause 11, the Merchant shall fully indemnify PagSeguro against any loss or liability (including full reimbursement of any legal and professional costs and/or reputational damages) PagSeguro suffers or incurs as a result of, or in connection with, any claim made or threatened by a third party relating to the Products, as provided in Clause 9.3 below; and

• 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.

4.3. Merchant also agrees that:

• The Merchant is solely responsible for the payment of Chargebacks caused by Transactions executed at 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;

• Any penalties imposed by any Card or Payment Scheme, including but not limited to, excessive Chargeback levels shall be under Merchant’s sole responsibility. Merchant agrees to indemnify and hold PagSeguro harmless from any fees, fines and or costs generated by Merchant as mentioned above;

• PagSeguro may charge additional fees related to excessive Chargeback levels, as described in the Cover Page;

• PagSeguro is hereby authorized to deduct any amount owed by the Merchant as consequence of this Clause 4.3 from the funds to be settled to Merchant. In case there are not enough funds to pay off such amount, PagSeguro will provide the Merchant an invoice showing 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; and

• PagSeguro may retain a monthly reserve from the funds to be settled to the Merchant (“Reserve”), which will be retained by PagSeguro for the four (4) following months and released at the settlement of the amounts due by the successive fifth month. The amounts of the Reserve shall be 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 solely the Merchant's responsibility to obtain the End User's consent to be billed on a recurring basis in compliance with applicable local legal requirements and Card or Payment Scheme rules, as well as to inform (or obtain the consent from the End User, if so required by the law of the Territory) and transfer the necessary data to PagSeguro in order to process the Transactions. PagSeguro may collect and storage the data related to the Transaction, according to the Relevant Privacy Notice (if so required by the law of the Territory) in order to process the Transaction. Any claim from the End User related to the amount or the consent on recurring Payment Type, as well as any dispute regarding the Card or Payment Scheme rules and any legal requirements are the sole responsibility of the Merchant to the maximum extent permitted by Applicable Law. If in some 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 Merchant with the ability to pre-authorize different Payment Types to allow for one-click payments to be made by certain End Users. It is solely the Merchant's responsibility to obtain the End User's consent and authorization to process one-click payments and pre-authorize any Payment Type in accordance with the applicable local legal requirements, laws and policies, as well as to inform (or obtain the consent from the End User, if so required by the law of the Territory) and transfer the necessary data to PagSeguro in order to process the Transactions. One-click payments are registered within PagSeguro’s Digital Payment System, and PagSeguro may collect and store the data related to the Transaction, including, without limitation, the acceptance from the End User of the one-click payment. For avoidance of doubt, the applicable charges and Fees will be applied to each individual Transaction.

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

• if any Transactions are made which PagSeguro deems to be (a) made in breach of this Agreement or the Payment Schemes rules or in breach of the security requirements of the Merchant Account; or (b) suspicious, unauthorized or fraudulent, including with relation to money laundering, terrorism financing, fraud or other illegal activities, including the discovery of any relationship between the Products and unlawful activities according to Applicable Laws;

• 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;

• in the event that PagSeguro has reasons to believe that Merchant shall be unable to keep a Product available or otherwise fulfill the obligations it has with End Users;

• 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 (e., goods, services, or licenses of use);

• if the number of established and justified claims for non-delivery of Products, due to a fault of the Merchant, are unreasonable or that 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 alter this percentage from time to time based on Regulatory Requirements or its internal policies); or

• if required to do so under Payment Schemes rules and/or relevant and applicable Regulatory Requirements.

4.7. At its sole discretion, the Digital Payment System may be rendered by PagSeguro as an international collection agent under the power-of-attorney granted by End Users under the relevant agreements and/or through any other available means, to the maximum extent permitted by Applicable Laws and regulations.

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

5.1. For any Transaction through the Digital Payment System made by End Users, Merchant shall pay PagSeguro a fee represented by the percentage and fixed Transaction fee set forth in the Cover Page or in the Merchant Account over the Gross Revenues from the Transactions (“DPS Fee”), using or arising out of the Digital Payment System and any Additional Service.

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

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

5.3. PagSeguro shall make available to Merchant Financial Reports regarding the Transactions.

5.3.1. Financial Reports shall be stated in Local Currency.

5.3.2. In the case Transactions occur in a different currency than the Local Currency, the currency conversion shall occur on an hourly basis corresponding to the spot exchange rates.

5.4. The difference between the Gross Revenue from the Transactions and the DPS Fees, as stated in the Financial Reports, if positive, shall be settled by PagSeguro to the Merchant, after deduction of the levying taxes and bank costs, if applicable, observed 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.

5.5.1. In the event that Merchant fails to provide PagSeguro with the correct and accurate documents, PagSeguro shall settle the due amounts to Merchant within the next settlement as outlined in item 5.5. above after receipt of such documents.

5.5.2. Subject to PagSeguro’s approval, Merchant may opt for weekly settlements. In the event PagSeguro agrees with weekly settlement, the relevant amount will be settled to Merchant within five (5) Business Days following the week in reference.

5.5.3. The period of settlement will be established on the Cover Page as applicable, and the execution of this Agreement with the respective Cover Page by both Parties represents their agreement to the settlement period stated therein. PagSeguro may apply additional fees for the settlement of the amounts herein mentioned, as described in the Cover Page.

5.6. The Parties shall maintain accurate and complete records regarding Transactions and fees charged and collected by PagSeguro for a period of two (2) years, except if the Applicable Law or Regulatory Requirements requires such period to be shorter or greater.

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

5.7. Merchant acknowledges and agrees that PagSeguro is subject to local currency exchange regulations whenever a Transaction is carried out by End User in local currency and settled abroad to Merchant, or, in case of Chargebacks, when the payment is returned from abroad to End User in local currency. Any taxes levied on the currency exchange required for such Transaction, including but not limited to IOF and other taxes applied to financial transactions, will (i) be withheld by PagSeguro on the Transaction value for payment purposes to the competent tax authorities, on behalf of End User as determined in the applicable tax regulation, and (ii) not be considered as a part of the Transaction fee for the purposes of this Agreement. Notwithstanding the provision hereof, PagSeguro shall not be liable nor responsible for any claims 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 and/or reimbursements owed by End User to Merchant which might integrate the totality of the Transaction fee.

6. INTERNATIONAL FACILITATION SERVICES

6.1. Whenever Merchant receives a payment request from a Payee and agrees with Payee on making the requested payment, Merchant shall send a payout request to PagSeguro (“Payout Request”) with at least the following information: (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) PIX identification data of the Payout Account, as applicable; and (ii) the amount to be deposited to Payee.

6.1.1. If the amount indicated in item (ii) above is provided in any currency other than BRL, PagSeguro will make the Payouts in the equivalent converted amounts in accordance with the provisions set herein.

6.2. Within one (1) day from receipt of the payment request and the information referred to in Clause 6.1 hereof, and provided that (i) there is sufficient balance in the Merchant Account resulting from payment transactions, or (ii) Merchant has made previous deposits in the PagSeguro International Account in amounts sufficient to cover the Payout Request (prefunding), PagSeguro shall transfer funds to the Payout Account according to the procedures detailed in Clause 6.3 below. Should there be no active and/or valid Payout Account available in the name of Payee, or in the event that the information conveyed pursuing Clause 6.1 above is inaccurate or incorrect, PagSeguro shall return a denial message to Merchant through the application programming interface (“API”) used for communication between the Parties. In this case, the balance in 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 responsibility before the Payees for the Payout operations requested by Merchant. PagSeguro’s liabilities shall be restricted to the relationship between PagSeguro and the Merchant as established in this Agreement. In no event, shall PagSeguro be jointly liable with any Merchant for any payments or transfers of amounts requested by Merchant.

6.3. In the event the Payout Account is both available and active, and the correct information has been conveyed in accordance with the provisions set in Clause 6.1 above, PagSeguro shall transfer the applicable amount in BRL (the “Payout in BRL”), pursuant to Clause 6 hereof, to the Payout Account of Payee (the “Payout”).

6.4. On each Business Day, PagSeguro shall provide Merchant (a) a Payout report, identifying all Payouts made on the preceding day(s) since the previous report; (b) a balance report, stating the existing balance of the previous prefunding paid by Merchant; (c) a balance of net funds retained by PagSeguro as a result of the proceeding set in Clause 6.9 below, as applicable; and (d) the deductions in USD or EUR made on the preceding day(s) since the previous report (“Payout Reports”). Deductions shall represent the sum of the values of (i) the equivalent in USD or EUR (converted at the PTAX Rate) of all Payouts executed by PagSeguro, as set forth herein; (ii) the Payout Fees on the Payouts executed by PagSeguro; and (iii) the IOF and other applicable taxes related to any of the foregoing. Existing balance shall be equal to the previous prefunding paid by Merchant less previous days deductions. If 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 for in Clause 6.9 hereof, as well as the balance amount in BRL available for Payouts.

6.4.1. Both PagSeguro and Merchant shall monitor the balance volume to evaluate the necessity and timing for a new prefunding. Merchant shall take timely action to ensure the balance amount in the Merchant Account is sufficient for making Payouts. As long as the Digital Payment Services are in effect, Payouts will be executed using available funds in BRL as a priority and, when the balance amount in BRL 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 BRL (the “Value in BRL”) shall be calculated according to the following formula:

Value in USD/Value in EUR = Value in BRL * (1 / PTAX 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 BRL = 100; PTAX Rate = 5.00; Fee = 2%; IOF = 0.38%, then:

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

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

IOF 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 IOF 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. In case the amount of the Payout Request is not presented by the Merchant in BRL currency, PagSeguro shall convert into BRL the correspondent amount of the Payout Request. The amount expressed other than in BRL shall be converted based on the spot exchange rates, at PagSeguro’s sole discretion.

6.6. Under its sole discretion, PagSeguro may use any amounts received by the Merchant in BRL 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.

6.6.1 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 BRL 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.

6.7. 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;

• 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

6. 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).

6.8. 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 International Facilitation Services hereunder, Merchant shall give preference and priority to the International Facilitation Services rendered by PagSeguro. This includes placing PagSeguro in a more visible position in the Merchant’s apps and websites.

6.9. Whenever Merchant has also opted for the International Payments Facilitation Services according to the provisions set in the Cover Page, providing for the rendering of payment services to Merchant´s End Users in the Territory, and as long such services are in effect, Parties agree that PagSeguro, at its sole discretion, may use up to 100% (one hundred per cent) of the net funds (after all discounts provided for in this Agreement) arising therefrom and collected in the Territory by PagSeguro for purposes of fulfilling a Payout Request made by Merchant under this Agreement, provided there is sufficient funds in the applicable currency in Merchant Account. Merchant hereby understands that (i) only amounts in the applicable currency that are due and payable under this Agreement may be used to fulfill a Payout Request specified herein; (ii) any amounts to be retained or deducted, or otherwise is owed to PagSeguro under this Agreement shall not be available for making the Payout Request; (iii) PagSeguro will inform Merchant of the funds used in accordance with this Clause. The net values described herein will be considered merely for financial flow purposes. In regard to the closing of exchange operations and respective taxation, all amounts must be considered in full.

7. FEES AND PAYMENT RELATED TO THE INTERNATIONAL FACILITATION SERVICES

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

7.2. The Payout Fee shall be evidenced in the daily reports issued by PagSeguro to Merchant and shall be deducted from the prefunding balance as set hereof.

8. INTELLECTUAL PROPERTY

8.1. 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 International 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 International 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 the 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, costs of enforcement, and reasonable attorney's 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.

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 to PagSeguro 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 (c) 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 Card or Payment Schemes and/or the International Facilitation Services, including in relation to Chargebacks.

9.4. Merchant shall be duly registered by means to comply with PagSeguro’s Compliance Policy. 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. 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 credentials to access the Digital Payment System and/or the International Facilitation Services, as the case may be, in a secure manner and at a level no less than standard accepted industry practice.

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

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

• can be considered pornographic or so sexually explicit in nature that it is intended for adults only, and (i) such content is expressly prohibited by the applicable local legislation; or (ii) Merchant fails to demonstrate to PagSeguro, at PagSeguro’s sole discretion, that the material is legal under the Applicable Laws;

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

• could be considered illegal online gambling or wagering, or sports-book products or services, under Applicable Laws;

• 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;

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

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

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

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

9.9. PagSeguro shall, whenever possible, receive the same treatment as the highest tier of prominence and logo placement as the other payment options Merchant may offer at the time of launching PagSeguro and at all times that the Products remain commercially available and is integrated with the Digital Payment System. This shall not mean that the Merchant is not allowed to give the same placement to other payment options.

9.10. 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 as for scheduled network, hardware, or service maintenance or upgrades (“Scheduled Maintenance”).

9.10.1. “Monthly Uptime Percentage” means the total number of minutes in the applicable calendar month minus the number of minutes of Downtime (as defined hereinafter), divided by the total number of minutes in that calendar month. “Downtime” means the period when PagSeguro’s Digital Payment System is not available to all End Users for reasons other than Scheduled Maintenance, or because of failure in connectivity outside of PagSeguro’s network, as well as problems with third parties.

9.10.2. PagSeguro will monitor the availability of the Digital Payment System on a 24/7/365 basis.

9.11. Besides providing the services subject to this Agreement, PagSeguro shall be responsible for providing End Users with the necessary support concerning the Digital Payment System. For this purpose, Merchant shall reply all questions sent by PagSeguro by e-mail within five (5) calendar days.

9.12. Merchants may also be subject to comply with the obligations set forth by the Payment Schemes in which PagSeguro operates and/or is subject to, and the obligations regarding the anticipation or assignment of Card and Payment Scheme receivables by PagSeguro, as described in Exhibit I of this Agreement.

9.13. Except as otherwise agreed in this Agreement, each Party shall be liable for the corresponding taxes as defined by Applicable Laws, and in the event of the creation of new taxes or the increase of the financial burden of this Agreement due to any alteration in Applicable Laws, regulations or costs regarding Payment Schemes, Parties shall negotiate in good faith a change in the Fees agreed hereby. If the Parties fail to reach a consensus on the new Fees to be practiced within thirty (30) Business Days, this Agreement might be automatically terminated, without any charges or penalties. If the payment of PagSeguro’s fees is subject to the withholding of any tax by the Applicable Law, PagSeguro shall be entitled to perform the gross-up of the amounts withheld by the Merchant in order to ensure that all payments owned to PagSeguro under this Agreement are made in full amount and free of any deductions.

9.14. To the maximum extent permitted by the Applicable Law, PagSeguro reserves the right to suspend or limit the Digital Payment System or the International 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.

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. i) any dispute regarding any products sold or services rendered by Merchant or Payee shall be between the Merchant and Payee, 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, Merchant, or any third party relating to products sold or services rendered by Merchant or Payee;

1. ii) PagSeguro and PagBank may collect, store and otherwise process the data related to Merchant, the Payees and the Payouts in order to render the Services; and

iii)           it is solely the Merchant's responsibility to obtain the Payees’ consent to process their data in accordance to the applicable legal requirements, laws and policies, as well as to inform and transfer the necessary data to PagSeguro in order for PagSeguro and PagBank to process the Payouts.

10.2. Merchant undertakes to include in its agreements with Payees, at least, provisions pursuant to which the Payee declares to be aware of and agrees with the following:

1. i) the use of third-party service providers for making the Payouts;

10. ii) 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;

iii)           that the Payouts will be made in a Payout Account held by Payee who is required to provide accurate information pursuing Clause 6.1 hereof and a valid and active Payout Account to receive the Payouts. 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;

1. v) the Payouts will be converted into BRL according to the procedures set forth in this Agreement; and

6. vi) 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 territories in which it operates. The Merchant acknowledges and agrees that it is the sole responsible for obtaining and maintaining all such licenses and permits, and for complying with all Applicable Laws related 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, and (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. 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 commercial embargoes imposed, administered or enforced by the United States government or other Applicable Laws.

10.5. The Merchant declares that it carries out legitimate business transactions, that are suitable and verifiable, and that do not constitute any illegality and/or violate any legal or regulatory provision, or any contractual provisions binding on Merchant.

10.6. PagSeguro represents, acknowledges and agrees that:

1. it is duly organized, authorized and in good standing under the laws of Brazil; and

1. it has obtained all approval, authority and license necessary to provide the Services specified in this Agreement under the laws and regulations of Brazil 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, 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 a BRL (Brazilian Real) amount, processed under this Agreement.

11.3. Neither Party nor their respective Affiliates, subsidiaries, or subcontractors shall be held liable or responsible to the other Party or their respective Affiliates, subsidiaries or subcontractors for failure or delay in fulfilling or performing any obligations 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, COMPANY 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. Both 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 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. 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 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, and to report immediately to PagSeguro all incidents and/or information security vulnerabilities in Brazil or in any other jurisdiction where the Services are rendered under this Agreement, or where Merchant, Payee or End-Users are located, within twenty-four (24) hours after the incident or vulnerability is discovered.

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 Merchant’s 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 Merchant’s 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 Card or 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. The failure of a Party to assert any of its rights under this Agreement, including the right to terminate this Agreement in the event of breach or default by the other Party, will not be deemed to constitute a waiver by that Party of its right to enforce each and every provision of this Agreement in accordance with its terms.

15.5. 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.

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

15.7. 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.

15.8. 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 PagSeguro:

Att.: Backoffice Team

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

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

15.10. Pursuant to Article 10, paragraph 2 of Provisional Measure 2.200-2/2001, the Parties acknowledge, in accordance with Article 219 of the Civil Code, the integrity, validity and effectiveness of this Agreement in digital form and/or formalized by the Parties by means of electronic certificates, even if such certificates are not issued by ICP-Brasil (for example, through the upload and existence of this Agreement, as well as the affixation of the respective digital signatures, on the DocuSign platform (https://account.docusign.com). The Parties also agree that this Agreement shall be deemed valid and dated as of the date set forth herein, which is the date on which the Parties agreed, regardless of whether the formalization of a digital/electronic signature may be completed on a different date(s) by one or more Parties.

15.11. This Agreement is executed exclusively in English language.

1. General Requirements - Accepted Card or Payment Schemes

• PagSeguro will enable End Users to purchase Products using payment instruments issued under certain Card or Payment Schemes (“Accepted Payment Schemes”). In order to enable the acceptance of such payment instruments, the Merchant, as appropriate, shall comply with the rules and regulations of the respective Accepted Payment Schemes (“Payment Schemes Rules”), as part of the Regulatory Requirements.

• The Merchant undertakes to adhere to the policies, comply with acceptance procedures and all applicable obligations under the Payment Schemes Rules and all applicable laws and regulations, and will indemnify PagSeguro for any breach of said rules.

• The Merchant represents that its activities do not involve any service and/or product that is prohibited and/or vetoed by the Payment Schemes Rules such as, but not limited to, products that claim or imply to have a similar effect to prescription drugs, controlled substances or street drugs.

• The Merchant undertakes to comply with all applicable laws, regulations and contractual obligations applicable to the conduction of its business.

• Any funds paid to the Merchant using the payment instruments are directly linked to legal and valid sales of Products, which are negotiated in accordance with its Merchant Category Code (“MCC").

• The Merchant shall not require the End User to waive its rights to dispute any payment transaction or to request a Chargeback.

• The Merchant acknowledges that, where applicable according to applicable regulations, the Payment Schemes Rules applicable to merchants shall apply to them and shall be complied with.

• The Merchant is entitled to elect its domicile institution, which must be previously informed in writing to PagSeguro.

2. Specific Anti-Corruption Provisions

• 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 UN Security Council financial sanctions lists, (ii) on European Union or United Kingdom Treasury lists, and (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.

• The Merchant 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 commercial embargoes imposed, administered or enforced by the United States government or other Applicable Laws.

• The Merchant declares that carries out legitimate business transactions, that are, suitable and verifiable, and that do not constitute any illegality and/or violate any legal, regulatory or contractual provisions set forth on the Payment Schemes Rules.

3. PCI Certification

• If required by the Payment Schemes Rules, the Merchant shall comply with the Payment Card Industry Data Security Standard (PCI DSS), which is a component of the data protection program and establishes payment industry security standards.

4. Audit and access to information

• The Merchant agrees with the conduction of investigations, audits, and inspections by PagSeguro, the Accepted Payment Schemes arrangers, other payment facilitators and/or acquirers, and third parties appointed by such parties, in order to verify if the Merchant is complying with the applicable Payment Schemes Rules and the respective legal, regulatory and contractual obligations. The investigations, audits, and inspections set forth in this item will be performed upon prior notification by PagSeguro to the Merchant.

• The Merchant is aware and agrees that PagSeguro may conduct credit checks, background investigations, verification of references and validation of the business address and other information provided by the Merchant.

• If credit checks raise questions or do not provide enough information, the Merchant agrees that PagSeguro may conduct credit checks on (i) all the Merchant quota holders/shareholders, in the case of limited liability, closely held corporations and/or individual companies; or (ii) the Merchant's controlling shareholders, in the case of openly held corporations.

• The Merchant undertakes to promptly make available to PagSeguro, the Accepted Payment Schemes arrangers, any other payment facilitators and/or acquirers, as well as by third parties appointed by such parties, information that may be requested to verify the compliance with the applicable Payment Schemes Rules and their legal, regulatory and contractual obligations.

• The Merchant will provide PagSeguro a complete description of the products and services provided.

• The Merchant hereby agrees with the sharing of its information by PagSeguro, as appropriate, to acquirers and Accepted Payment Schemes arrangers.

5. Confidentiality and records kept by PagSeguro

The Merchant authorizes PagSeguro to keep a complete file containing its records and all information related to an investigation, if applicable, during the term of the Agreement and for a period of at least ten (10) years after the termination of this Agreement or period as stated by the Applicable Law or regulation, in both cases according to the maximum extent permitted by the Applicable Law.

6. Data protection and information security

• The Merchant represents and warrants that it is aware and will comply with the local data protection laws applicable in each country where it operates, Brazilian Law No. 13,709 as of August 14, 2018 (“LGPD”) as well as comply with all data protection policies set forth in the Payment Schemes Rules. This includes (if so required by the law of the Territory): (i) registering a Personal Data Bank of End Users and Payees before the competent authority; (ii) inform End Users about the processing conditions of their Personal Data, including the transfer of their Personal Data to PagSeguro to carry out their purchases; (iii) arrange legal, organizational and technical security measures; and (iv) implement a channel for End Users to exercise their privacy rights.

• The Merchant undertakes to report immediately to PagSeguro all incidents and/or information security vulnerabilities, in any case no later than within 24 (twenty-four) hours after the incident is discovered.

7. Use of trademarks

• The Merchant undertakes to comply with all obligations relating to the use of the Accepted Payment Schemes trademarks.

• The Merchant agrees that the Accepted Payment Schemes arrangers are the sole and exclusive owners of their respective trademarks, copyrights, intellectual property and industrial property. Accordingly, the Merchant undertakes to preserve such rights, not to misuse them and not to claim any rights that may infringe the rights provided for in the Payment Schemes Rules. Merchant shall not apply for any patent, trademark registration, domain name, copyright registration or other intellectual property right in contravention of this paragraph, Exhibit and Agreement.

• The Merchant represents and warrants that it is not engaged in any illegal or potentially illegal marketing practices that may affect the trademarks of the PagSeguro or the Accepted Payment Schemes arrangers and will adhere to the trademark protection policies set forth in the Payment Schemes Rules.

• The Accepted Payment Schemes arrangers may, at any time and with immediate effect, prohibit the Merchant to use any of the trademarks related to such Accepted Payment Schemes in the event of, without limitation, (i) breach of the rules provided for the use of the trademark or any applicable legal or regulatory provision under intellectual property and related laws and regulations; or (ii) any factual situation that may cause direct or indirect damage to the trademarks, at the sole discretion of the Accepted Payment Schemes arrangers.

• PagSeguro is responsible for the payment instrument acceptance policies and procedures and may require any change to the Merchant's own website or other necessary or appropriate measure to ensure that the Merchant remains in compliance with the Payment Schemes Rules governing the use of trademarks.

8. Other Payment Schemes rights

• The Accepted Payment Schemes arrangers have the right to limit the acceptance of their respective payment instruments, which may adversely affect the Merchant’s sales. In this case, and to the maximum extent permitted by Applicable Laws, the Merchant will not be entitled to any compensation from PagSeguro or Accepted Payment Schemes arrangers for any reduction in sales due to the above limitation.

• PagSeguro may immediately terminate the Agreement if: (i) fraudulent activity is identified; (ii) the Merchant violates any of the applicable Payment Schemes Rules; and (iii) upon request by an Accepted Payment Schemes arranger, an acquirer or any other payment facilitator engaged by PagSeguro.

8.2.1. The Accepted Payment Schemes arrangers may terminate the Agreement if, without limitation, excessive Chargeback, fraudulent activity, and/or violation of the Payment Schemes Rules by the Merchant is found.

8.2.2. In the event of any breach by the Merchant to this Agreement, the Payment Schemes Rules, any Applicable Laws, standards, regulations and/or conventions in force, and the failure to remedy such breach within ten (10) days, may result in the termination of the Agreement by the Accepted Payment Schemes arrangers.

8.2.3. The Agreement may be terminated if PagSeguro ceases to participate of the Accepted Payment Schemes for any reason, or if the acquirer does not validate PagSeguro’s participation with the Accepted Payment Schemes.

8.2.4. In any event of termination of the Agreement, the Merchant shall immediately cease to use all trademarks of the Accepted Payment Schemes.

• The Merchant is aware that the Accepted Payment Scheme arranger may impose any remedy or obligation set forth in the Payment Scheme Rules and to prohibit the Merchant from engaging in conducts that may cause potential harm, including damage to its reputation, or that may adversely affect the integrity of the Accepted Payment Scheme.

• To the extent permitted by Applicable Laws, the acquirer or Accepted Payment Scheme arranger has the right to prohibit individual Merchants from participating in the Accepted Payment Scheme, as well as to immediately stop settling transactions for any individual Merchant for a legitimate cause or upon the request of the Accepted Payment Scheme arranger. Merchant acknowledges that the prohibition referred to in this Clause 8.4 may be imposed at the acquirer or Accepted Payment Scheme arranger's sole discretion and without any interference from PagSeguro. In this context, Merchant acknowledges that PagSeguro shall not be held liable for any losses or damages that may arise from the prohibition mentioned herein.

• To the maximum extent as permitted by the Applicable Law, the Merchant undertakes to comply with all obligations under the Payment Schemes Rules, whether now existing or to be created in the future, related to the acceptance of the respective payment instruments, risk management, compliance and any policies, programs or rules imposed by the respective Accepted Payment Schemes arrangers.