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This Digital Payment System Agreement is a contract between , the company indicated in the respective Cover Page of this Agreement (herein referred also as “ enrolled with the General Taxpayers’ Registry of the Ministry of Economy (CNPJ/ME) under number 06.375.668/0001-08 (“

By opening and using a PagSeguro account, your use of the Digital Payment System 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/boacompra/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 Digital Payment System 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 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

• Merchant desires to engage PagSeguro pursuant to the following sections, 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, as opted by the Merchant through a Cover Page or Addendum. Each of the Additional Services will be ruled and described in a specific Policy separated from the present Agreement.

PagSeguro Merchant Account or Account means the online Merchant account available at PagSeguro’s website or app, which consolidates information and documents about you, including all the information and data you have provided to PagSeguro in order to identify you during Onboarding and KYC process, and where you can update your company registration information, compliance documents, access your financial information and manage your services use.

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 Card or 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.

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(s) hereto, in which the Merchants with special conditions are identified, as well as where the specific conditions of this Agreement are set forth. Cover Pages may only be amended by means of mutual signature of both Parties.

Digital Payment System means PagSeguro's digital payment system that enables End Users to make payments related with the license of the Merchant’s Software or the acquisition of other Products sold by Merchants, by which PagSeguro acts an international payment facilitator under applicable laws.

Effective Date means the date when you accept this Agreement, after having carefully read and understood the terms and conditions and applicable policies, by clicking on “I Agree” in PagSeguro Merchant Account or, in case of a Cover Page, the date foreseen on the Cover Page.

End User means any natural or legal person that acquires Products using the Digital Payment System.

Financial Reports is a formal record of the Transactions arising from the Digital Payment System that PagSeguro makes available to Merchant through PagSeguro 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).

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’s Software is a software owned by the Merchant or to which the Merchant has the licenses and authorizations for commercialization as may be found at the relevant website or platform, all of which to be licensed and made available to End Users. All Merchant’s Software is copyrighted by Merchant or is exploited by Merchant under express and legal authorization from the copyrighted owners, including any related licenses of “virtual goods”, add-on, plug-ins, mods, appliances, rights of use, or any kind of experience or upgrade, monetized and traded by Merchant with the End User.

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

Payment Reversal Order means any disputed credit card, debit card or bank transaction that is returned by PagSeguro directly to the issuer for reimbursement of the End User’s account. Payment Reversal Orders can be procedural (issuer-related chargebacks) or substantive (End User-initiated chargebacks).

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.

Personal Data means aabout 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 Merchant’s products and services, including but not limited to Merchant’s Software, that can be acquired by the End User through websites, platforms or downloaded online. All Products are owned or copyrighted by Merchant or are exploited by Merchant under express and legal authorization from the copyrighted owners, including any related licenses of “virtual goods”, add-on, plug-ins, mods, appliances, rights of use, or any kind of experience or upgrade, monetized and traded by Merchant with the End User. For the avoidance of doubt, the term “Products” includes “Merchant`s Software”, although the term “Merchant’s Software does not include the “Products”. 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 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 PagSeguro Digital Payment System to purchase Products.

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

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. By using the Digital Payment System provided by PagSeguro, Merchant authorizes and instructs PagSeguro to collect payments made by End Users in the Territory, in order to acquire a license to Merchant’s Software or purchase Products through the applicable Payment Type. If any Additional Services are contracted by the Merchant, the terms of its respective Policy will apply in addition to this Agreement.

2.1.1. 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.

2.2. Except for the Brazilian territory, in which PagSeguro may operate as a payment facilitator, the services shall 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 and Annexes.

3. TERM

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 by giving prior notice to the other Party in accordance with Section 10.

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 level are high according to PagSeguro standards or Card Schemes’ rules, or (iv) when otherwise specified herein.

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 remittances as an international collection agent; or (ii) the remittance of funds through international payment facilitator channels, all of the above to the maximum extent permitted by the Regulatory Requirements.

4.1.1.Whenever Merchant and PagSeguro have also entered into an International Payments Facilitation Services Agreement providing for the rendering of payment services to Merchant´s end users in the Territory (“Payout Agreement”) and as long the Payout Agreement is 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 and Payout 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 PagSeguro Account (“Payout Request”). 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 and the Payout Agreement.

4.2. The Merchant acknowledges and agrees that:

• PagSeguro is not, 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 of Merchant’s Software 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 remitted to Merchant, as provided by the applicable regulations and to the maximum extent permitted by applicable laws;

• With due regards to Section 11.2, 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 method 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 Merchant’s Software 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 Section 8, 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 Section 7.3 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 and Payment Reversal Orders 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 and Payment Reversal Orders 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 relevant Cover Page;

• PagSeguro is hereby authorized to deduct any amount owed by the Merchant as consequence of this Section 4.3 from the funds to be remitted 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 remitted to the Merchant (“Reserve”), which will be retained by PagSeguro for the four (4) following months and released at the remittance 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 method, 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 PagSeguro 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 permitted by the applicable law, PagSeguro reserves the right to suspend or limit the Digital Payment System or any Additional Service 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.

4.7. 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 (

• if the number of established and justified claims for non-delivery of Merchant’s Software licenses or Products, due to a fault of the Merchant, are unreasonable or that the level of Payment Reversal Orders 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 relevant and applicable Regulatory Requirements.

4.8. Merchant shall, whenever possible, through PagSeguro’s Digital Payment System, match or exceed the best cost per unit of value for the End User offered through other payments services in any Territory or market where Merchant renders the PagSeguro’s Digital Payment System, to the maximum extent permitted by the applicable Regulatory Requirements.

5. FEES AND PAYMENT

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 PagSeguro Merchant Account over the Gross Revenues from the Transactions (“Applicable Fee” or “Fee”), using or arising out of the Digital Payment System and any Additional Service.

5.1.1. Merchant acknowledges that the Applicable 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. PagSeguro shall be responsible, at its own expense, for all and any Payment Reversal Orders in connection with the Transactions, unless otherwise agreed in the Commercial Terms.

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. Except as otherwise agreed hereby, 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, 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.

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

5.6. The remittance of the amounts mentioned above shall be performed monthly, within twenty (20) days following the end of each month, regarding the Transactions executed during the previous month.

5.6.1. In the event that Merchant fails to provide PagSeguro with the correct and accurate documents, PagSeguro shall remit the due amounts to Merchant within the next remittance after receipt of such documents.

5.6.2. Merchant may opt for weekly remittances, in which case PagSeguro agrees to remit the relevant amount to Merchant within 15 (fifteen) days following the last weekly transaction. PagSeguro may apply additional fees for the weekly remittance of the amounts herein mentioned, as described in the Cover Page.

5.7. 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. .

5.7.1 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.

5.8. 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 remitted abroad to Merchant, or, in case of Chargebacks and Payment Reversal Orders, 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 the Brazilian tax on financial transaction – 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. INTELLECTUAL PROPERTY

6.1. 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.

6.2. 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.

6.3. Title to and ownership of the Digital Payment System remains with PagSeguro. PagSeguro retains the right to, without limitation, use, copy, modify, license, sublicense, and distribute the Digital Payment System. 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.

6.4. Subject to the terms and conditions of this Agreement, the Parties agree to provide a non-exclusive, 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 herein described. 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.

6.4.1. If the Merchant uses the PagSeguro Marks for any purpose other than those provided for in this Contract, the license granted herein, and this Contract 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.

6.5. 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 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 Section 6. 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.

6.6. 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.

7. OBLIGATIONS AND LIABILITY

7.1. 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.

7.2. 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.

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

7.3.1 PagSeguro is hereby authorized to deduct any amount owed by the Merchant as consequence of this Section 7.3 from the funds to be remitted 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.

7.3.2 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, including in relation to Chargebacks or Payment Reversal Orders.

7.4. 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, or (c) similar purposes as needed, to the maximum extent permitted by applicable laws.

7.5. It is Merchant’s sole responsibility and obligation to maintain credentials to access the Digital Payment System in a secure manner and at a level no less than standard accepted industry practice.

7.6. 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.

7.7. 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 legislation;

• 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 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; and

• infringes any patent, trademark, trade secret, copyright, proprietary right of any third party under applicable laws;

• may be deemed a violation of human rights under applicable laws.

7.8. PagSeguro is entitled to reclaim a Payment Reversal Order, and Merchant shall use commercially reasonable efforts to support PagSeguro against any claims made by End Users.

7.8.1. In the event that an End User requests a Payment Reversal Order on a reversible payment method accepted by the Merchant, PagSeguro shall notify within 1 (one) 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 Section 7.

7.9. 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.

7.10. 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”). 

7.10.1. “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. 

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

7.11. 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.

7.12. 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.

8. INDEMNIFICATION

8.1. 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).

8.2. Notwithstanding anything in this Agreement to the contrary, and to the maximum extent permitted by applicable laws, in no event shall PagSeguro, its 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, its 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.

8.3. 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.

9. DISCLAIMER OF WARRANTIES

9.1. 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.

10. SUSPENSION AND TERMINATION

10.1. To the maximum extent permitted by applicable laws, PagSeguro reserves the right, in its sole discretion without liability to you or any third party, to terminate your use of the Digital Payment System and the Additional Services under this Agreement for any reason, including without limitation, inactivity or violation of these Agreement or the related Policies that PagSeguro may establish from time to time. Such actions by PagSeguro will not entitle Merchant of any damages or claims.

10.2. You may terminate this Agreement by disabling your PagSeguro Merchant Account at any time. Upon inactivity of a PagSeguro Merchant Account, any Transaction occurring prior to such termination for a period of one year shall remain effective.

10.3. 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 you for the termination of the Digital Payment System or the Additional Services or for any consequence thereof.

10.4. Notwithstanding anything in this Agreement to the contrary, and to the maximum extent permitted by applicable laws, the following survival terms shall apply: (a) Section 11 shall survive for five (5) years after the expiration or termination of this Agreement for any reason; and (b) 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.

11. CONFIDENTIAL INFORMATION AND DATA PRIVACY

11.1. 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.

11.2. 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 contract, 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 contract.

11.3. 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.

11.4. 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.

11.5. Notwithstanding the definition of Confidential Information in section 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.

11.6. 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 another 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.

11.7. 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.

11.8. The shared Commercially Sensitive Information will be known and used only by the necessary 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.

11.9. 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.

11.10. 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.

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

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1. 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.

12.2. 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.

12.3. 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.

12.4. 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.

13. MISCELLANEOUS

13.1. 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.

13.2. 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.

13.3. 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.

13.4. 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.

13.5. The Parties sign this Agreement through electronic form (apps or websites), the Parties also recognize this signature form as valid, as well all the related steps, and that its identification in the moment of the signature, formed by its username and password or any other security device that was provided, are proofs of its agreement to this signature form. Any dispute related to the signature of this Agreement shall be based on proof according to the article 10, second paragraph of the Provisional Measure

13.6. This Agreement is executed exclusively in English language.