INTERNATIONAL PAYMENTS FACILITATION SERVICES AGREEMENT

This International Payments Facilitation Services Agreement is entered into by and between [Name and address of Merchant] (herein referred to 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, CEP 01451-001, Brazil, enrolled with the CNPJ under number 06.375.668/0001-08 (“PagSeguro International”, and together with Merchant the “Parties”).

WHEREAS:

1. i) PagSeguro International provides international facilitation services, among other services;

1. ii) Merchant is a vendor or services provider, and in the course of its business Merchant needs to make payments to payees in the Brazilian territory or, upon specific agreement between the Parties, in other countries where PagSeguro International provides services; and

iii)          Merchant desires to engage PagSeguro International to facilitate the aforesaid payments;

the Parties agree as follows.

1. DEFINITIONS

1.1         Capitalized terms used in this Agreement shall have the following meanings:

“Agreement” means this International Payments Facilitation Services Agreement.

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

“PagSeguro International Account” means following bank account, or any other account that PagSeguro International may from time to time inform in writing to Merchant:

Bofa of America, Miami, Florida

ABA Nº 026009593

Account Name: Pagseguro Tecnologia Ltda.

Account number: 6550421307

Swift: BOFAUS3N

“BRL” means the lawful currency of Brazil.

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

“CNPJ” means the General Taxpayers’ Registry of the Ministry of Economy 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 but not limited to the terms of this Agreement, as well as business plans, data, strategies, methods, suppliers, clients lists, technical specifications, transaction data, clients data, technical data, trade secrets, plans for products or services, databases, marketing plans, software, source code for software, financial documents or data, inventions, processes, technology, and designs.

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

“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 for the Services due by Merchant to PagSeguro International according to clause 4 hereof.

“Foreign Exchange Cost” means the expenses incurred by PagSeguro International in selling and purchasing foreign currencies from an Exchange Bank, expressed as a percentage of the notional amount of the sold or purchased foreign currency.

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

“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.

“PagSeguro” means PagSeguro Internet 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, CEP 01451-001, Brazil, enrolled with the CNPJ under number 08.561.701/0001-01.

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

“Payee” means an individual that is resident or domiciled in Brazil, or a legal entity that is domiciled or headquartered in Brazil.

“Payment Account” means a payment account for deposit of electronic currency regulated by Circular No. 3,680, of November 4, 2013, from the Central Bank of Brazil (as amended or replaced from time to time) held in the name of Payee with PagSeguro.

“Payout” means a credit made in a Payment Account pursuant to clause 2.4 hereof.

“PTAX Rate” means the rate for conversion of USD 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).

“Services” means the facilitation of payments service provided by PagSeguro International for payment of amounts due by Merchant to a Payee, as further detailed in clause 2 hereof.

“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.

2. SERVICES

2.1         Subject to the terms and conditions of this Agreement, Merchant hereby contracts PagSeguro International, and PagSeguro International agrees, to provide the Services.

2.2         Whenever Merchant receives a payment request from a Payee and agrees with Payee on making the requested payment, Payee shall send a Payout request to PagSeguro International accompanied by at least following information: (i) e-mail address of Payee and (ii) amount in BRL.

2.3         Within one (1) day from receipt of the transfer request and the information referred to in clause 2.2 hereof, and provided that there is sufficient prefunding in the PagSeguro International Account, PagSeguro International shall transfer funds to a Payment Account of Payee with PagSeguro according to the procedures detailed in clause 2.4 below. If no active Payment Account is available in the name of Payee, PagSeguro International shall return a denial message to Merchant through the application programming interface (“API”) used for communication between the Parties.

2.4         PagSeguro International shall (i) transfer to PagSeguro an amount in BRL (the “Payout in BRL”) that is equivalent to the amount informed by Merchant to PagSeguro International pursuant to clause 2.2 hereof, and (ii) instruct PagSeguro to transfer such BRL amount into the Payment Account of Payee.

2.5         On each Business Day PagSeguro International shall provide Merchant (a) a Payout report, identifying all Payouts made on the preceding day(s) since the previous report, and (b) a balance report, stating the existing balance of the previous prefunding paid by Merchant and the deductions in USD made on the preceding day(s) since the previous report. Deductions shall represent the sum of the values of (i) the equivalent in USD (converted at the PTAX Rate) of all Payouts executed by PagSeguro International; (ii) the Fees on the Payouts executed by PagSeguro International; 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.

2.5.1     Both PagSeguro International 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 USD is sufficient for making Payouts.

2.5.2      The equivalent value in USD (the “Value in USD”) of each Payout in BRL (the “Value in BRL”) shall be calculated according to the following formula:

Value in USD = Value in BRL * [(1 / PTAX Rate) * (1 + Foreign Exchange Cost)]

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

2.5.2.2  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; Foreign Exchange Cost = 2%; Fee = 2%; IOF = 0.38%, then:

Value in USD = 100 * [(1 / 5.00) * 1.02] = 20.40

Fee in USD = (2% * 100) * [(1 / 5.00) * 1.02] = 0.41

IOF in USD = (0.38% * 100) * [(1 / 5.00) * 1.02] = 0.08

2.5.3      In case of any increase of the tax burden between the date of the prefunding and the date of the Payout (including any increase in the IOF rate applicable to international facilitator service providers), the difference will be included by PagSeguro International in future debit notes.

2.6         PagSeguro International shall convert into BRL the amounts of the Payouts received from Merchant, if such amounts are specified in a currency other than BRL (including but not limited to USD), through an Exchange Bank selected by PagSeguro International, for credit in an account of PagSeguro International in Brazil. The periodicity and the commercial conditions of the conversion (including, for the avoidance of doubt, the conversion rate) shall be freely negotiated between PagSeguro International and the Exchange Bank. Merchant understands and agrees that the actual rate of conversion from USD to BRL agreed with the Exchange Bank may be different from that used for calculation of the Value in USD pursuant to clause 2.5 and its subclauses above.

2.7         Notwithstanding anything to the contrary contained in this Agreement, PagSeguro International reserves the right not to accept or execute a Payout request:

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

1. ii) if PagSeguro International 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;

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

1. iv) if required to do so under relevant and applicable laws or regulation;

1. v) if the requested Payout would exceed the limit of single or aggregate Payouts previously approved by PagSeguro International and informed to Merchant for the relevant period; or

1. vi) if Payee does not complete the procedures to activate its Payment Account with PagSeguro or is not entitled to hold a Payment Account pursuant to applicable Brazilian laws and regulations or PagSeguro’s regulations and policies (for example, if Payee is not 18 years old or older on the date of activation of the Payment Account).

2.8         Without limiting the generality of the foregoing, PagSeguro International reserves the right to suspend the Services if Merchant has violated the related policies that PagSeguro International may establish from time to time.

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

3. TERM

3.1         This Agreement is valid and effective from the date it is executed by the Parties in electronic or paper form and will remain in full force and effect with no final term. Either Party may terminate this Agreement at any time and without any charges or penalties, by giving at least ninety (90) days prior notice to the other Party.

3.2         Either Party (the “Innocent Party”) shall have the right to terminate this Agreement without giving the prior notice provided for in clause 3.1 above in case of a breach of this Agreement or applicable laws and regulations by the other Party, observing the following:

1. i) 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. ii) in case of a breach of any provision of this Agreement or applicable laws and regulations 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         Upon termination by either Party, each respective Party shall remain liable for any and all outstanding Fees and payments due.

3.4         Notwithstanding anything in this Agreement to the contrary, the following survival terms shall apply: (i) clause “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. FEES AND PAYMENT

4.1         As consideration for the Services, Merchant shall pay PagSeguro International a Fee in the amount of [percentage] per cent of each Payout successfully executed by PagSeguro International.

4.2         The Fee shall be evidenced in the daily reports issued by PagSeguro International to Merchant and shall be deducted from the prefunding balance according to clause 2.5 hereof.

4.3         Except as otherwise agreed in this Agreement, each Party shall be liable for the corresponding taxes as defined by law 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 law or regulation, or in the application of law or regulation by tax authorities, Parties shall negotiate in good faith a change in the Fee. If the Parties fail to reach a consensus on the new Fee within thirty (30) Business Days, this Agreement might be automatically terminated, without any charges or penalties. For the avoidance of doubt, Merchant shall be liable for the IOF and other taxes in connection with the Services and such taxes are not included in the Fee.

4.4         Any payment due under this Agreement that is made after the due date shall be increased by (i) a fine of two percent (2%) and (ii) if greater than zero, default interest at a rate corresponding to the then prevailing 6-month LIBOR for deposits in USD (or any successor rate thereof), calculated pro rata temporis.

5. MERCHANT’S DECLARATIONS AND UNDERTAKINGS

5.1         The Merchant acknowledges and agrees that:

1. i) PagSeguro International is not a financial institution nor intends to provide financial services as offered by financial institutions or payment institutions authorized to operate by the Central Bank of Brazil or any other financial regulator;

1. ii) PagSeguro International operates solely as a payment intermediary, and PagSeguro International (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 sold or services rendered by Merchant or Payee; and (b) makes no representations or warranties and does not ensure the quality, safety or legality of any products or services;

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

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

1. v) 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 International in order for PagSeguro International and PagSeguro to process the Payouts.

5.2         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;

1. ii) the transfer of Payee’s data (including e-mail address provided to Merchant) to PagSeguro International and to PagSeguro and to the use of its data for the purposes of making the Payouts;

iii)          PagSeguro opening a payment account in the name of Payee or using an existing payment account of Payee to make the Payouts;

1. iv) that the Payouts will be made in a Payment Account and not in a banking account in Payee’s name and that Payee may need to supply additional information or documents to PagSeguro in order to complete the Payment Account opening process and thus be able to receive the Payouts;

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

1. vi) neither PagSeguro International nor PagSeguro 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 activate its Payment Account with PagSeguro or is not entitled to hold a Payment Account pursuant to applicable Brazilian laws and regulations or PagSeguro’s regulations and policies (for example, if Payee is not 18 old or older on the date of activation of the Payment Account).

5.3         Merchant shall be duly registered by means to comply with PagSeguro International’s compliance policy. Merchant understands and agrees that PagSeguro International may at any time request information, including Merchant’s identification information and information in connection with PagSeguro International'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 International, including but not limited to 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”) legal and regulatory requirements, (c) any request made by Governmental authorities or courts; or (d) similar purposes as needed. Merchant agrees to notify PagSeguro International of all and any changes regarding its details.

5.4         Merchant shall not offer any product or service 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 its products or services. Without limiting the generality of the foregoing sentence, Merchant shall not itself and shall not knowingly cause or knowingly permit a third party to sell, render, upload, post, publish, transmit, reproduce or distribute in any way any goods, services or data that:

1. i) can be considered pornographic or so sexually explicit in nature that it is intended for adults only;

1. ii) could be classified as real-world tobacco, alcohol, firearms, ammunition, drugs or drug paraphernalia, not including representations of such items in a virtual world or game environment;

iii)    could be considered online gambling or wagering, or sports-book products or services;

1. iv) contains a software virus 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; or

1. v) infringes any patent, trademark, trade secret, copyright, proprietary right of any third party.

5.5         The Merchant represents and warrants that it is aware of and will comply with, as soon as it enters into force, Brazilian Law No. 13,709, of August 14, 2018 (“LGPD”). The Merchant undertakes to report immediately to PagSeguro International all incidents and/or information security vulnerabilities in Brazil or in any other jurisdiction where Services are rendered under this Agreement, or where Merchant or Payee is located, within twenty-four (24) hours after the incident or vulnerability is discovered.

5.6         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.

5.7         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.

5.8         PagSeguro International 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.

6. INTELLECTUAL PROPERTY

6.1         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 International to provide Merchant with the ability to use the Services.

6.2         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 its 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 6. Either Party shall not modify the other Parties’ Marks and shall indicate that the 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.

6.3         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. INDEMNIFICATION

7.1         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 any breach of any warranty, covenant or agreement or any misrepresentation under this Agreement.

7.2         Notwithstanding anything in this Agreement to the contrary, in no event shall PagSeguro International, PagSeguro or their affiliates or any of their respective directors, officers, employees, agents or subcontractor, 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, in no event shall PagSeguro International or PagSeguro 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 International’s or PagSeguro’s reasonable control. Notwithstanding anything in this Agreement to the contrary, PagSeguro International’s and 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 Payouts, expressed as a BRL amount, processed under this Agreement.

7.3         Without limiting the generality of the foregoing, neither PagSeguro International nor PagSeguro 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.

8. CONFIDENTIAL INFORMATION

8.1         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.

8.2         Notwithstanding the definition of Confidential Information in clause 1.1 hereof, same shall not be deemed to include information that (a) 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; (b) is or becomes generally known to the public through no breach of this Agreement or other wrongful act of the Receiving Party; (c) has been rightfully received by the Receiving Party from a third Party and without breach of any obligations of confidentiality of such third Party; (d) has been approved for release by written authorization of the owner of the Confidential Information; or (e) has been independently developed by a Party without access to or use of the Confidential Information of the other Party.

8.3         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.

8.4         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.

9. MISCELLANEOUS

9.1         This Agreement 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.

9.2         No agency, partnership, joint venture or employment relationship is created between PagSeguro International and the Merchant by way of this Agreement. In the performance of their respective obligations hereunder, the Parties are, and will be, independent. 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.

9.3         Neither Party may assign any duties or obligations hereunder without the prior written approval of the other Party. Any attempt to assign any duties or obligations hereunder without the other Party’s written consent will be void.

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

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

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

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

9.8         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 5 days from deposit with the official governmental postal service, return receipt requested, and addressed to the Party to be notified at the address indicated below or (c) upon transmission via e-mail to the Party. Notices shall be validly given to the following addresses, which may be changed by the Parties from time to time through written notice:

If to Merchant:

Att.: [name of person]

[address]

E-mail:

If to PagSeguro International:

Att.: Alain Bertrand Delcourt

Avenida Brigadeiro Faria Lima, No. 1384, 1st floor, CEP 01451-001, Brazil E-mail: adelcourt@uolinc.com

9.9         This Agreement shall be governed by and construed in accordance with the laws of Brazil.

9.10       All disputes, controversies, claims, conflicts and questions that directly or indirectly result from this Agreement 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.