EXCLUSIVITY POLICY

This Exclusivity Policy (“Exclusivity Policy”) is entered into by and between Pag Seguro and Merchant (Pag Seguro and Merchant are also hereinafter collectively referred to as “Parties” and, individually, as “Party”), as part of the Digital Payment System Agreement, which consists of the Terms and Conditions (“T&Cs”) and the respective Cover Page (all jointly, the “Agreement”).

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

Exclusivity Services is defined in section 2 hereof.

 

Territory means the countries specified in the respective Cover Page, to where the Exclusivity Services are applied.

 

1.1. Terms initiated with capital letters in this Refund Policy and not herein defined shall have the meaning ascribed thereto in the T&Cs.  

 

2. Exclusivity Services will take place exclusively for Transactions in the Territory or specific Payment Types or specific Payment Methods in those Territories specified within the Agreement.

 

3. In case Merchant has opted for Exclusivity Services (as defined below) in the Cover Page, Merchant shall be prohibited, in the respective versions and Territories as indicated in the Cover Page, to engage any individual or organization to provide payment options through which an End User can acquire licenses for use of Merchant’s Software, or in any other way that may, directly or indirectly, compete with Pag Seguro’s activities under the Agreement (“Exclusivity Services”).

4. Breach of the Exclusivity Services will entitle Pag Seguro to one of the following rights, at its sole discretion: (a) to automatically start practicing the Fees applicable without the exclusivity option in the Cover Page in those respective Territories where Merchant is in breach with the Exclusivity Services; or (b) to terminate the Agreement or the Policy applicable to any Additional Service provided.

5. If the Digital Payment System or any Additional Service is contracted with exclusivity, the termination of the Agreement before the twelve (12) month period shall result in an obligation to pay Pag Seguro a non-compensatory fine in the amount of two hundred thousand Brazilian Reais (BRL 200,000.00).

6. The Exclusivity Services may be terminated by any of the Parties, without penalties, by means of previous written notice with ninety (90) days in advance, and such termination shall not affect the validity of the Agreement if this is not expressly set forth in the termination notice. The termination provisions herein refer exclusively to the termination of the Exclusivity Services, as set forth in this Exclusivity Policy, and shall not, in any case, refer to the termination of the Agreement in whole.