SERVICES AGREEMENT

Terms and Conditions

PAGSEGURO TECNOLOGIA LTDA., a Brazilian company with head office in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, No. 1384, 1st floor, Zip Code 01451-001, Brazil, enrolled with the CNPJ under No. 06.375.668/0001-08, hereinafter referred to as “PagSeguro”, and the company indicated in the respective Cover Page of this Agreement, hereinafter referred to as “TSP” (PagSeguro and TSP are also hereinafter collectively referred to as “Parties” and, individually, as “Party”), agree to enter into this Services Agreement, which consists of the present Terms and Conditions (“T&Cs”), PagSeguro’s Policies (which includes, but is not limited to, the Policy of Use) and the respective Cover Page (all jointly, the “Agreement”).

WHEREAS:

• PagSeguro is an international payment facilitator that provides Digital Payment System, International Facilitation Services and other additional services, for product and/or service providers, offering local methods of payment for its clients;

• TSP is a company engaged in the business of providing a hosted payment integration Platform which enables Merchants to accept and use payment methods online, through technical integration of the Platform with an international payment services provider, allowing payment processing and settlement;

• Merchant is TSP´s customer that is a vendor or services provider and, in the course of its business, Merchant needs to make payments to Payees (as defined below) in the Brazilian territory and/or receive payments from Final Users from Brazilian territory;

• TSP desires to engage PagSeguro to make aforesaid payments available to Merchants; and

• PagSeguro is interested in granting and TSP is interested in accepting a license of the Digital Payment System (as defined below) developed and maintained by PagSeguro in order to refer new Merchants and integrate them into the Digital Payment System, to expand the users’ network of PagSeguro’s Digital Payment System;

The Parties agree to enter into the Agreement, pursuant to the following clauses, terms and conditions.

1. DEFINITIONS

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

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

“Applicable Law” means all applicable laws, regulations, rules, codes, and official or regulatory guidance, in each case as amended, varied, or replaced from time to time, including without limitation any provision issued by any supervisory and regulatory authority, valid in Brazil and in any territory in which Merchant operates or which has any connection with this Agreement.

“BRL” means the lawful currency of Brazil.

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

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

“Chargeback” means the return of funds to the Final User, initiated by the Card or Payment Scheme under the instruction of the Final User due to errors, fraud or any other reason which entitles the Final User’s payment service provider to stop or reverse a payment or that obliges PagSeguro to return funds.

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

“Confidential Information” means any information which is marked as “confidential” or should be reasonably expected to be confidential with regards to the context of disclosure or the nature of the information, including, without limitation, the generality of the foregoing, the terms of this Agreement, business plans, data, strategies, methods, suppliers, customers and client lists, technical specifications, transaction data and customer personal data, technical data, trade secrets, plans for products or services, PagSeguro’s, Merchants’ or Final Users’ 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) in which the TSP and referred Merchants with special conditions are identified, as well as the specific conditions of this Agreement are set forth. Cover Pages may only be amended by signature of both Parties. The most recent Cover Page replaces all previous versions.

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

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

“Effective Date” means the date foreseen on the Cover Page.

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

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

“Fee(s)” has the meaning set forth in Section 3 and 5 below.

“Final User” means the person that licenses and/or acquirers the Merchant’s Services.

“Financial Reports” is a formal record of the Transactions arising from the Digital Payment System that PagSeguro sends to TSP periodically.

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

“Integrated Merchants” means the Merchants that have been integrated to the Digital Payment System through the Platform.

“International Facilitation Services” means the facilitation of payments service provided by PagSeguro for payment of amounts due by Merchant to a Payee, as further detailed in Section 4 hereof. The International Facilitation Services together with the Digital Payment Services may be referred to herein as “Services”.

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

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

“Merchants” means the Person that will contract the TSP to provide the International Facilitation Services and/or payment services using the Digital Payment System. The term “Merchant” includes “Integrated Merchants”, although the opposite is not true.

“Merchant’s Services” are the services and/or products provided by the Merchants, which may include video games or skill-based games.

“Merchant T&Cs” has the meaning set forth in Section 6.1.2 hereof.

“PagBank” means Pagseguro Internet Instituição de Pagamento S.A., a payment institution with head office in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, No. 1384, 4th floor, part A, Zip Code 01451-001, Brazil, enrolled with the CNPJ under No. 08.561.701/0001-01.

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

“PagSeguro Account” means an account held by PagSeguro that PagSeguro shall from time to time inform in writing to TSP.

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

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

“Payment Options” means the payment methods that are offered by PagSeguro through the Digital Payment System.

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 Final User’s account. Payment Reversal orders can be procedural (issuer-related chargebacks) or substantive (Final User initiated chargebacks).

“Payout” means a credit made in the Payout Account pursuant to Section 4.4 hereof.

“Payout Account” means the transaction account held by Payee with a Brazilian payment or financial institution enabled to receive PIX transactions or a payment account held in the name of Payee with PagBank, as applicable.

“Payout Request” has the meaning indicated in Section 4.2 hereof.

“Person” means an individual, a company or corporation, an association, a partnership, a trust or any other legal entity or organization.

“Platform” means the TSP’s hosted payment integration platform for the use of Merchants through which Merchants can integrate connectivity to payment processor systems for payment processing and settlement.

“PTAX Rate” means the rate for conversion of USD or EUR into BRL (purchase rate), calculated by the Central Bank of Brazil and published 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).

“Regulatory Requirements” means any Applicable Law, statute, regulation, order, judgment, decision, recommendation, rule, policy or guideline passed or issued by any competent court or 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).

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

“T&Cs” means the terms and conditions for this Agreement.

“TSP Account” means the online TSP account available on PagSeguro’s website or app, which consolidates information and documents about the TSP, including the identification and registration data provided to PagSeguro, and where the TSP can update your company registration information, compliance documents, access your financial information and manage your Services use.

“Transaction” means any transaction between the Merchant and a Final User using the Digital Payment System to acquire the Merchant’s Services and/or a transaction for the reversal of such license or lease.

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

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

1.3. Unless the contrary intention appears, words in the singular include the plural and vice versa; words in the masculine gender include the feminine and neuter and vice versa; references to persons include individuals, legal entities, unincorporated associations, partnerships and/or an authority.

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.

2. DIGITAL PAYMENT SYSTEM’S LICENSE

2.1. Subject to the terms and conditions of this Agreement, PagSeguro hereby grants to TSP a non-exclusive, worldwide and royalty-free license to (i) use, reproduce and make available the Digital Payment System to Merchants through the Platform, at TSP’s sole risk and account; and (ii) as a result of the aforementioned integration, to sublicense the rights to use and access the Digital Payment System to Merchants solely through the Platform upon individual approval by PagSeguro (email to suffice).

2.1.1. For purposes of Section 2.1 above, TSP is hereby authorized by PagSeguro to refer the Digital Payment System to the Merchants, at TSP’s sole risk and account. The present authorization is made without any sort of exclusivity granted to TSP, and thus PagSeguro will be fully allowed to engage, whether directly or through third party partners, with any Merchants, including, without limitation, Merchants that are already Integrated Merchants, as defined herein.

2.1.2. On the other hand, TSP shall in no event engage, contact or make specific offers to Merchants that are, at the moment of TSP’s contact, PagSeguro Merchants, it being understood as PagSeguro Merchants any and all Merchants that have, at that moment, the Digital Payment System as a payment option or, to TSP’s knowledge, are in negotiation with PagSeguro to be a PagSeguro Merchant.

2.1.3. TSP shall keep in the exact same conditions any and all offerings made by PagSeguro to them on behalf of the Merchants. For clarity purposes, this obligation includes, without limitation, the prohibition of the TSP altering, deluding or mixing the offerings of a Cover Page with other offerings. Any of such actions shall only be allowed if previously agreed in written with PagSeguro.

2.2. TSP is also hereby appointed to offer different payment methods included in Digital Payment System to Merchants. Specific conditions of such activities are set forth in Section 7 hereof.

3. FEES AND PAYMENT RELATED TO THE DIGITAL PAYMENT SYSTEM’S LICENSE

3.1. For any Transaction through the Digital Payment System made in connection with an Integrated Merchant, TSP shall pay PagSeguro a fee as set forth in the Cover Page over the Gross Revenues in connection with that respective Transaction (“DPS Fee”). Transfers to be made from TSP to the Integrated Merchants shall be freely agreed between TSP and the Integrated Merchants, with no obligations from PagSeguro, and with due regards to Section 3.4. TSP herein expressly exempts and holds PagSeguro harmless from any liabilities in connection with such payment obligations from TSP to the Integrated Merchants.

3.2. TSP acknowledges that the DPS Fee represents the consideration for licensing to the TSP under this Agreement in connection with the Digital Payment System, and shall not be perceived as payment for the Merchant’s Services, which are exclusively provided by the Merchants.

3.3. Specific Fees. Notwithstanding and without limiting the above, PagSeguro and TSP may agree different fees other than the one set forth in Section 3.1 above, provided that such an arrangement is expressly set forth in the Cover Page (“Specific Fees”).

3.3.1. In case Specific Fees are agreed between the Parties as per Section 3.2, the fees to be charged from the TSP to that respective Integrated Merchant shall no longer be freely established by the TSP and shall be fixed as per the conditions set forth in the Cover Page. In this case, the TSP shall be bound to such fees. Such fees and any other condition set forth in the Cover Page shall only be changed by means of mutual, express and written agreement of both Parties.

3.3.2. PagSeguro may contact the Merchant directly at any time to check if the fees agreed between the Parties are being fulfilled by the TSP. TSP shall also allow PagSeguro to audit its books and financial information in order to make this check.

3.3.3. For the avoidance of any doubt, the provisions of the Cover Page, including, without limitation, the Specific Fees, are Confidential Information for purposes of this Agreement. As for the Specific Fees, same may be shared, through the Cover Page, only with the intended Integrated Merchant, after the execution this Agreement, and no other third party, whether or not an Integrated Merchant, shall have access to such information irrespective of signing a non-disclosure agreement or not.

3.4. The Parties may also agree that for specific cases TSP will act solely as an integrator of the Digital Payment System to the Merchant (gateway), by means of the Platform. For these cases, the Parties shall also previously agree, and PagSeguro will execute an agreement directly with the Merchant, and no fees or any other payment shall be owed from PagSeguro to the TSP.

3.5. PagSeguro shall provide TSP with credentials to access the real-time report of Transactions made through the Digital Payment System specifically regarding the Integrated Merchants.

3.6. PagSeguro shall provide the TSP with Financial Reports regarding the Transactions within five (5) Business Days following the end of each calendar month, on a monthly basis, and such reports shall indicate, specifically in connection with the Transactions of the Integrated Merchants: (a) the amount of Gross Revenues; (b) the DPS Fee in respect of Transactions; (c) the currency in which the Gross Revenues were made; and (d) the appropriate document(s) required to be issued by the TSP to PagSeguro for the regular transfer.

3.6.1. Following the Effective Date of this Agreement, should any government or any other tax authorities governing PagSeguro or the Transactions described in this Agreement impose additional taxes and/or should there be a significant change to the overall governing tax regime that materially and adversely affects the services rendered by PagSeguro hereunder, the Parties agree to renegotiate the payment terms in good faith for a period no longer than sixty (60) days. If after such sixty (60) days’ period the Parties cannot reach a new agreement and so amend the terms of this Agreement, both Parties shall have the right to immediately terminate this Agreement upon written notice without any further obligation to the other Party.

3.7. Any DPS Fee payable by the TSP may be deducted from the funds to be settled to the TSP as Transaction payments.

3.7.1. The Financial Report mentioned hereinabove will be presented according to the currency of the payment made by the Final User.

3.7.2. The difference between (i) the Gross Revenue from the Transactions and (ii) the DPS Fees,(iii) after deduction of the levying taxes and bank costs and (iv) any and all Payment Reversal Orders, if positive, shall be settled by PagSeguro to the TSP.

3.7.3. If the difference between (i) the Gross Revenue from the Transactions, (ii) the DPS Fees, (iii) the deduction of the levying taxes and bank costs and (iii) the Payment Reversal Orders amounts is negative, the amount of such difference shall be settled by TSP to PagSeguro by the twentieth (20th) Business Day of the month following the notice of PagSeguro on the negative difference.

3.7.4. Unless otherwise determined as per Regulatory Requirements, the amounts to be transferred to TSP as per Section 3.7.2, or to be offset with TSP’s debts as per Section 3.7.3, are amounts due to TSP with TSP acting as a collection agent on behalf of the Integrated Merchants. TSP represents and warrants that it has full authorization from the Integrated Merchants to be the creditor of such amounts under this title. The aforementioned does not exclude or in any way limit the sole and exclusive TSP’s responsibility in relation to the Integrated Merchants.

3.8. The settlement of the amounts mentioned above shall be performed monthly, within five (5) Business Days following the end of each month, regarding the Transactions executed during that month.

3.8.1. In the event that TSP fails to provide PagSeguro with the correct and accurate documents, PagSeguro shall settle the due amounts to Merchant within the next settlement as outlined in item 3.8 above after receipt of such documents.

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

3.8.3. The period of settlement will be established on the Cover Page as applicable and agreed upon its signing. PagSeguro may apply additional fees for the settlement of the amounts herein mentioned, as described in the Cover Page.

3.9. PagSeguro is hereby authorized to withhold from the settlement of funds to the TSP any amounts owed by the TSP as a consequence of this Agreement.

4. INTERNATIONAL FACILITATION SERVICES

4.1. Subject to the terms and conditions of this Agreement, PagSeguro agrees to provide the International Facilitation Services to TSP, and TSP agrees to refer such services to Merchants via Platform in accordance with this Agreement.

4.1.2. TSP acknowledges and agrees that PagSeguro has no relationship with the Integrated Merchants and does not have a relationship with the Payee other than what is strictly necessary to process the payments on the Platform. TSP is fully responsible for Know Your Customer evaluation of the Merchant and shall timely provide all related documents and information eventually requested by PagSeguro.

4.2. Whenever TSP receives a payment request from a Merchant and agrees with Merchant on making the requested payment, TSP shall send a Payout Request to PagSeguro with at least the following information (“Payout Request”):

• identification of the Payout Account, as required by PagSeguro, which may encompass, among other information, (a) Payee’s e-mail address registered with PagBank; or (b) PIX identification data of the Payout Account, as applicable; and

• the amount to be deposited to Payee.

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

4.3. Within one (1) day from receipt of the payment request and the information referred to in Section 4.2 hereof, and provided that (i) there is sufficient balance in the TSP Account resulting from Transactions, or (ii) TSP has made previous deposits in the PagSeguro Account in amounts sufficient to cover the Payout Request (prefunding), PagSeguro shall transfer funds to the Payout Account according to the procedures detailed in Section 4.5 below. Should there be no active and/or valid Payout Account available in the name of Payee, or in the event that the information conveyed pursuing Section 4.2 above is inaccurate or incorrect, PagSeguro shall return a denial message to TSP through the application programming interface (“API”) used for communication between the Parties. In this case, the balance in the TSP Account will remain unchanged and the operation will only be retried in the event TSP provides a new specific Payout Request.

4.3.1. It is hereby agreed that PagSeguro shall have no responsibility before TSP, Merchants or the Payees for the Payout operations requested by TSP. PagSeguro’s liabilities shall be restricted to the relationship between PagSeguro and the TSP as established in this Agreement. In no event, shall PagSeguro be jointly liable with any TSP, Merchant or Payee for any payments or transfers of amounts requested by TSP.

4.4. In the event the Payout Account is both available and active, and the correct information has been conveyed in accordance with the provisions set in Section 4.2 above, PagSeguro shall transfer the applicable amount in BRL (the “Payout in BRL”), pursuant to Section 4 hereof, to the Payout Account of Payee (“Payout”).

4.5. On each Business Day, PagSeguro shall provide TSP (a) a Payout report, identifying all Payouts made on the preceding day(s) since the previous report; (b) a balance report, stating the existing balance of the previous prefunding paid by TSP; (c) a balance of net funds retained by PagSeguro as a result of the proceeding set in Section 4.10 below, as applicable; and (d) the deductions in USD or EUR made on the preceding day(s) since the previous report (“Payout Reports”). Deductions shall represent the sum of the values of (i) the equivalent in USD or EUR (converted at the PTAX Rate) of all Payouts executed by PagSeguro, as set forth herein; (ii) the Payout Fees on the Payouts executed by PagSeguro; and (iii) the IOF and other applicable taxes related to any of the foregoing. Existing balance shall be equal to the previous prefunding paid by TSP less previous days deductions. If TSP has also opted for the Digital Payment System services, the reports mentioned herein shall also consider any Payouts executed by PagSeguro using funds relating to such services available in the PagSeguro Account, as provided for in Section 4.10 hereof, as well as the balance amount in BRL available for Payouts.

4.5.1. Both PagSeguro and TSP shall monitor the balance volume to evaluate the necessity and timing for a new prefunding. TSP shall take timely action to ensure that the balance in the TSP Account is sufficient for making Payouts. As long as Digital Payment System services are in effect, Payouts will be executed using available funds in BRL as a priority and, when the balance amount in BRL is not sufficient, the existing prefunding balance shall be applied.

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

Value in USD/Value in EUR = Value in BRL * (1 / PTAX Rate)

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

4.5.2.2. For example, assuming (for the purpose of clarification of the formula only, and not implying that the figures in this Section are real ones) that Payout in BRL = 100; PTAX Rate = 5.00; Fee = 2%; IOF = 0.38%, then:

Value in USD/EUR = 100 * (1 / 5.00) = 20

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

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

4.5.2.3. 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 or to Exchange Bank), the difference will be included by PagSeguro in future debit notes.

4.6. PagSeguro shall convert into BRL the amounts of the Payouts received from TSP if such amounts are in a currency other than BRL (including but not limited to USD or EUR), through an Exchange Bank selected by PagSeguro, for credit in an account of PagSeguro 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 and the Exchange Bank. TSP understands and agrees that the actual rate of conversion from USD or EUR to BRL agreed with the Exchange Bank may be different from that used for calculation of the Value in USD or Value in EUR pursuant to Section 4.5 and its subclauses above.

4.6.1. TSP hereby agrees that PagSeguro may offset any amounts due and payable to TSP under this Agreement in regard to the Digital Payment System services with any Payouts executed by PagSeguro under this Agreement as set forth in Clause 4.10 bellow. Any amounts available in the PagSeguro Account not offset pursuant to this Agreement and owned to TSP as provided in the Agreement shall be settled to TSP on the dates and periodicity set forth in this Agreement.

4.6.2. For purposes of this section, PagSeguro will enter into all the necessary foreign exchange agreements with the relevant Exchange Bank, for purposes of complying with applicable laws and regulations.

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

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

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

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

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

• if the Payout Request would exceed the limit of single or aggregate Payouts previously approved by PagSeguro and informed to TSP for the relevant period; or

• if Payee does not complete the procedures to activate its Payout Account or is not entitled to hold a Payout Account pursuant to Applicable Laws and regulations, or PagBank’s regulations and policies, when applicable (for example, if Payee is not 18 years old or older on the date of activation of the Payout Account), or if the information sent by TSP pursuing Clause 4.2 above is inaccurate or incorrect.

4.8. Without limiting the generality of the foregoing, PagSeguro reserves the right to suspend the Services if TSP or Merchant has violated this Agreement, any Applicable Laws or regulations or the related policies that PagSeguro may establish from time to time.

4.9. Until termination of this Agreement, in case TSP contracts another services provider for the provision of services of the same or similar nature of the Services hereunder, TSP shall give preference and priority to the Services rendered by PagSeguro. This includes placing PagSeguro in a more visible position in the Platform.

4.10. Whenever TSP has also opted for the International Facilitation Services according to the provisions set in the Cover Page, also providing payment services to Final Users in the Territory under this Agreement, and as long as such services are in effect, Parties agree that PagSeguro, at its sole discretion, may use up to one hundred per cent (100%) of the net funds (after all discounts provided for in this Agreement) arising therefrom and collected in the Territory by PagSeguro for purposes of fulfilling a Payout Request made by TSP under this Agreement, provided there is sufficient funds in the applicable currency in TSP Account. TSP 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; and (iii) PagSeguro will inform TSP of the funds used in accordance with this Section. The net values described herein will be considered merely for financial flow purposes. In regard to the closing of exchange operations and respective taxation, all amounts must be considered in full.

5. FEES AND PAYMENT OF THE INTERNATIONAL FACILITATION SERVICES

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

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

6. OBLIGATIONS

6.1. Except as set forth in Section 3.4, TSP will be the sole responsible for the Integrated Merchants, and it is hereby agreed that PagSeguro shall have no responsibility before these Integrated Merchants.

6.1.1. TSP’s full and exclusive liability with the Integrated Merchants, as set forth in Section 6.1 above, shall include, without limitation, technical, regulatory and legal obligations, as well as obligations regarding billing operations and payments to the Integrated Merchants. PagSeguro’s liabilities shall be restricted to the relationship between PagSeguro and the TSP. For the avoidance of doubt, PagSeguro’s payment obligations herein are exclusively towards TSP. PagSeguro shall in no event be jointly liable with TSP for any payments or transfers of amounts that should be made by TSP to the Integrated Merchants.

6.1.2. Without limiting the full and exclusive liability that TSP assumes in connection with the Integrated Merchants as set forth in Sections 6.1 and 6.1.1 above, TSP shall guarantee that the Integrated Merchants comply with the terms and conditions set forth in: (i) this Agreement, (ii) the Terms of Use, especially but not limited to the Acceptable Use Policy, and (iii) any other terms and conditions applicable and provided by PagSeguro at iBanking (collectively the “Merchant T&Cs”), or at least comply with terms and conditions substantially similar to the ones contained in the Merchant T&Cs. TSP hereby acknowledges that it is aware of all terms and conditions contained in Merchant T&Cs, agrees that TSP will keep up to date with any and all changes to Mechant T&Cs, and it is TSP’s obligation and sole liability to make the Merchant fully comply with those terms at all times, holding PagSeguro harmless from any liability in connection therewith.

6.1.3. TSP acknowledges and agrees, and shall make the Integrated Merchants to acknowledge and agree, that the Merchant T&Cs may be amended by PagSeguro from time to time. TSP and Integrated Merchants’ prior approval shall not be necessary for such amendments by PagSeguro, provided, however, that TSP will be communicated of such amendments by PagSeguro whenever possible thereafter. As of such communication, TSP may inform in written to PagSeguro the non-acceptance of the new Merchant T&Cs by any of the Integrated Merchants. If no written response is given by TSP within thirty (30) days counted as of PagSeguro communication, the new T&Cs will commence to be valid towards all the Integrated Merchants, thus replacing the former Merchant T&Cs.

6.1.4. In case TSP communicates the non-acceptance of the new Merchant T&Cs by any Integrated Merchant, PagSeguro will have the option, at its sole discretion, to contact the Integrated Merchant directly and eventually negotiate changes and new conditions to the Merchant T&Cs. Otherwise, the relation with the Integrated Merchant will be terminated.

6.1.5. Notwithstanding the provisions above, TSP shall also guarantee that the Integrated Merchants comply with any domestic, foreign or international law, rule, regulation or other restriction or any fiduciary or contractual relationship applicable to Integrated Merchants or the Merchant’s Services and shall not offer any Merchant’s Services that fails to comply with any domestic, foreign or international law, rule, regulation or other restriction or any fiduciary or contractual relationship applicable to Integrated Merchants or the Merchant’s Services. Without limiting the generality of the foregoing, TSP shall also guarantee that Integrated Merchants 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 could be considered illegal under Applicable Laws.

6.1.6. Except as set forth in Section 3.4, TSP acknowledges and agrees that PagSeguro has no relationship at all with the Integrated Merchants. TSP further acknowledges and agrees that PagSeguro has no knowledge of the Integrated Merchants’ activities, or the contents of the Integrated Merchant’s Services. No due diligence will have been made by PagSeguro in Integrated Merchants’ activities for the approval of their integration by TSP under the terms hereof, since they have no legal relationship with PagSeguro.

6.1.7. PagSeguro reserves the right to request the TSP to immediately seize the provision of payment services with the Digital Payment System to any Integrated Merchants if, at PagSeguro’s sole discretion, (i) legal or regulatory modifications regarding Integrated Merchants’ or TSP’s or PagSeguro’s activities may impact the Services under this Agreement; (ii) there is a high number of Final Users’ complaints; (iii) Merchant’s Payment Reversal Order level are high according to PagSeguro standards or Payment Scheme’s rules; or (iv) in case of evidence of non-compliance with any legislation, regulation or provision of this Agreement; or (v) when otherwise specified herein.

6.2. TSP shall be responsible, at its own expense, for all possible costs and amounts due resulting from a Payment Reversal Order initiated by and/or on behalf of Final User. PagSeguro will not cover any possible costs or amounts due resulting from a Payment Reversal Order initiated by and/or on behalf of Final User, including, but not limited to, the amount to be reimbursed to the Final User.

6.3. Except as expressly set forth in this Agreement, this instrument does not grant any other rights or licenses, whether express or implied, to either Party, nor restrict either Party from entering into similar agreements with third parties.

6.4. The TSP will be responsible for seeking new Merchants, and to verify their monetization potential, pursuant to the standards and conditions defined by PagSeguro.

6.5. The TSP hereby takes full and exclusive responsibility for the Integrated Merchants’ regularity, including, without limitation, all the content produced and/or transmitted by the Integrated Merchants, assuring that the Integrated Merchants do not breach any rights of third parties and that no illegal products or services, such as games of chance, are reproduced, marketed, sold, or offered.

6.6. The TSP shall be fully responsible for each and every claim originated from or somehow related to the Integrated Merchants, including, but not limited to, any Payment Reversal Order, keeping PagSeguro free and exempt of all and every burden, obligation or responsibility.

6.7. PagSeguro and TSP shall maintain for a period of 10 (ten) years or greater if required by the Regulatory Requirements, accurate and complete records regarding Transactions, Payouts and fees charged and collected by PagSeguro. TSP may, at its own expense, have a mutually agreeable third party audit such records during the normal business hours upon reasonable prior notice, but in no case 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. For clarification purposes, Parties shall not, and will not, store any personal information or data from the Final Users or Payees other than the necessary information to comply with the Regulatory Requirements.

6.8. TSP undertakes to include in its agreements with Merchants and Payees, at least, provisions pursuant to which the Merchant and Payee declare to be aware of and agree with the following:

• the use of third-party service providers for making the Payouts;

• the transfer of Merchant’s and Payee’s data (including e-mail address) and other relevant payment information, as may be necessary, to PagSeguro and to PagBank, and to the use of its data for the purposes of making the Payouts, as applicable, and in connection with Section 6.9 below;

• that the Payouts will be made in a Payout Account held by Payee who is required to provide accurate information pursuing Section 4.2 hereof and a valid and active Payout Account to receive the Payouts. If Payee does not hold a valid and/or active Payout Account, Payee may open a payment account with PagBank, subject to PagBank’s approval pursuing its policies, terms and conditions;

• the Payouts will be converted into BRL according to the procedures set forth in this Agreement; and

• neither PagSeguro nor PagBank shall be liable for errors, delays or damages caused by incompleteness or non-conformity of any information provided to them, or in case Payee does not complete the procedures to create and activate its Payout Account or is not entitled to hold a Payout Account pursuant to applicable Brazilian laws and regulations or, when applicable, PagBank’s policies (for example, if Payee is not 18 old or older on the date of activation of the Payout Account).

6.9. TSP shall be duly registered by means to comply with PagSeguro’s compliance policy. TSP understands and agrees that PagSeguro may at any time request information, including TSP’s identification information and information in connection with PagSeguro's verification of TSP’s, Merchant’s and/or Payee’s compliance with the provisions contained in this Agreement and the Policies of PagSeguro and PagBank, as applicable. TSP agrees to cooperate with, and provide complete, accurate, and timely information as requested by PagSeguro, including but not limited to copies of TSP’s and Merchant’s business licenses, articles of incorporation, tax information requirements, authentication of business owner(s) or director(s) identity, TSP’s or 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”) 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. TSP agrees to notify PagSeguro of all and any changes regarding its details.

6.10. TSP shall make sure Merchant does 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, TSP 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:

• can be considered pornographic or so sexually explicit in nature that it is intended for adults only;

• 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;

• 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;

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

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

7. OFFERING OF PAGSEGURO’S PAYMENT OPTIONS

7.1. The Parties agree that TSP will have the non-exclusive right to offer the Payment Options expressly mentioned in the Cover Page to the Integrated Merchants, subject to the rates in such Cover Page, as applicable.

7.2. Unrestricted Territory and Non-Exclusivity. Unless otherwise agreed in the Cover Page, TSP will have the right to offer the Payment Options to Merchants located anywhere in the world, with no restriction of territory, and nothing herein shall be construed as to prevent PagSeguro to enter into similar agreements with other parties to grant the exact same rights granted herein.

7.3. The Parties agree that each of the Parties shall not name the other as a partner for any purposes other than the subject matter hereof.

7.4. For purposes hereof, TSP is hereby authorized to send to its partners and potential Merchants promotion materials in connection with the Payment Options on behalf of PagSeguro, provided that these materials have been provided by PagSeguro or have been previously approved by PagSeguro.

8. TERM, SUSPENSION AND TERMINATION

8.1. This Agreement will be valid and binding upon the Parties as of the Effective Date and remain in full force and effect with no final term, unless and until either Party terminates this Agreement by giving notice to the other Party in accordance with Section 8.2 below.

8.2. This Agreement may be terminated, without cause and for no reason by any of the Parties, without charges, after an initial period of twelve (12) months, by providing written notice of termination to the other Party with at least ninety (90) days before the effective date of termination.

8.3. This Agreement may be immediately terminated by either Party, upon notice to the other Party, in the following cases:

• in case of a breach of any confidentiality, anticorruption, data privacy and protection or intellectual property rule or obligation;

• in case of legal or regulatory restrictions to the performance of the obligations under this Agreement;

• in case of debt unpaid and due by the other Party for more than sixty (60) days; and

• in the event of bankruptcy, judicial or extra-judicial petition for debt rehabilitation or insolvency of the other Party.

8.3.1. In case of a breach of any provision of this Agreement or Applicable Laws and regulations other than those specified in item “a” of this Section 8.3, the innocent Party shall have the right to terminate this Agreement thirty (30) days after giving written 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.

8.3.2. If, by any reason, PagSeguro suspects there may be any unlawful, illegal or fraudulent action regarding the Integrated Merchant’s Services, PagSeguro shall be entitled to suspend the services subject to this Agreement and provide the TSP and/or Integrated Merchants with a written notice for clarification, until a reasonable and sufficient clarification is received.

8.4. Upon termination by either Party, each Party shall be liable for any and all outstanding fees and payments due. Notwithstanding any notice of termination, this Agreement shall remain effective with respect to any Transaction occurring prior to such termination.

8.5. Notwithstanding anything in this Agreement to the contrary, the following survival terms shall apply: (i) Section 13 - “Confidential Information” shall survive for five (5) years after the end 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.

8.6. TSP acknowledges and agrees that termination of this Agreement causes the provision of the Services to immediately cease to the Integrated Merchants. TSP agrees that no indemnification shall be owed by PagSeguro to TSP or to any third party, including the Integrated Merchants, due to claims from said third party by virtue of such ceasing of the provision of the Services, if PagSeguro has terminated this Agreement according to the terms hereof.

9. Representations and Warranties; Disclaimer

9.1. The Parties each represent and warrant as of the Effective Date and for as long as this Agreement is in effect that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was organized, is duly qualified and in good standing as a foreign corporation in every state in which the character of its business requires such qualifications, and has the power to own its property and to carry on its business as now being conducted; and (b) the execution and delivery of this Agreement and compliance with all provisions of this Agreement are within the corporate power and authority of the Party. This Agreement has been duly executed and constitutes a valid and binding agreement, enforceable in accordance with its terms.

9.2. TSP represents and warrants that: (i) its activities under this Agreement: (a) do not infringe any copyright, trademark, trade secret, or any other intellectual property or proprietary right of any person, and (b) will not be inaccurate, false or misleading; and (ii) it has all necessary right, permits and licenses in all territories to carry on all its activities whether towards PagSeguro or towards the Merchants.

9.3. TSP represents and warrants that Integrated Merchant’s Services can be legally marketed to a Person resident in the Brazilian territory, are legal and duly copyrighted by the Integrated Merchants, or Integrated Merchants have the full rights for commercialization duly licensed thereto, or are explored by Integrated Merchants under express and legal authorization from its/their copyrighted owner(s), including any relating licenses of “virtual goods”, add-on, plug-ins, mods, appliances, rights of use, or any kind of experience or upgrade, monetized and traded by Integrated Merchants with the Final User.

9.4. TSP acknowledges and agrees that:

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

• 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 sold or services rendered by TSP or Integrated Merchants; and (b) makes no representations or warranties and does not ensure the quality, safety or legality of any products or services;

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

• PagSeguro and PagBank may collect, store and otherwise process the data related to TSP, Merchant, Final User, Transactions, Payees and Payouts in order to render the Services; and

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

9.5. TSP represents and warrants that it is aware of and will comply with Brazilian Law No. 13,709, of August 14, 2018 (“LGPD”), and shall cause Merchants to also comply with such law, where applicable. TSP undertakes to obtain all necessary authorizations and consents from Merchants, Payees and third-parties, if applicable, for the proper and lawful performance of this Agreement, and to report immediately to PagSeguro all incidents and/or information security vulnerabilities in Brazil or in any other jurisdiction where Services are rendered under this Agreement, or where TSP, Merchant or Payee is located, within twenty-four (24) hours after the incident or vulnerability is discovered.

9.6. TSP represents and warrants that at all times it is not listed, as well as its representatives, officers, directors, partners, employees and customers, and Merchants and Payees 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. TSP further represents and warrants that it and the Merchants do 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 and regulations.

9.7. TSP declares that it and Merchants carry 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 TSP or on Merchant.

9.8. TSP hereby takes full and exclusive responsibility for Merchant’s regularity and lawfulness, including, without limitation, for all products, services and content produced and/or transmitted by the Merchants, assuring that the Merchants do not breach any rights of third parties.

9.9. TSP represents and warrants that will be the sole responsible for the relationship with the Integrated Merchants, undertaking to exempt and keep PagSeguro harmless from any and all claim from any third parties, at any tittle, including any liabilities in connection with such payment obligations from TSP to the Integrated Merchant.

9.10. TSP and 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.

10. INTELLECTUAL PROPERTY

10.1. The TSP represents and warrants that it and/or the Integrated Merchant, as applicable, are the legitimate bearers and/or properly licensed agents of all necessary licenses, intellectual and industrial property rights from the Integrated Merchant’s Services under the terms hereof, including the related rights to license and distribute or sell the Integrated Merchant’s Services, rights on trademark and copyrights in anyway related to the Integrated Merchant’s Services. TSP shall keep PagSeguro free and exempted of all and any demand or claim arising from or somehow related to the representation herein.

10.2. TSP warrants that the title to and ownership of all software, whenever such license is included in the Integrated Merchant’s Services remains with the Integrated Merchants, and that the Integrated Merchants retain the right to, without limitation, use, copy, modify, license, sublicense and distribute the Integrated Merchant’s Services.

10.3. 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.

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

10.5. If the TSP uses PagSeguro Marks for any purpose other than those provided for in this Agreement, the license granted herein and this Agreement shall be immediately terminated. In addition, the TSP 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.

10.6. 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 aforesaid trademark guidelines at 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 10. Either Party shall not modify the other Parties’ Marks and shall indicate that the Party’s 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. The lack of objection from the monitoring Party regarding modifications in the usage of its Marks by the other Party shall not be construed as acceptance thereof, unless expressly communicated otherwise.

10.7. 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.

11. INDEMNIFICATION

11.1. 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.

11.2. Notwithstanding anything in this Agreement to the contrary, in no event shall PagSeguro, PagBank or their Affiliates or any of its respective directors, officers, employees, agents or subcontractors, be liable under any theory of tort, contract, strict liability or other legal theory for lost profits, lost revenues, lost business opportunities, lost data, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the Parties, regardless of whether such damages were foreseeable or whether any Party or any entity has been advised of the possibility of such damages. Notwithstanding anything in this Agreement to the contrary, in no event shall PagSeguro or PagBank 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 our reasonable control, including the Digital Payment System and the International Facilitation Services. Notwithstanding anything in this Agreement to the contrary, PagSeguro’s and PagBank’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 Reais) amount, processed under this Agreement.

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

11.4. Neither Party nor their respective affiliates, subsidiaries, or subcontractors shall have liability for delays or damages due to: fire, explosion, lightning, pest damage, power surges or failures, strikes or labor disputes, water, acts of God, the elements, war, 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 other causes beyond a Party's control whether or not similar to the foregoing.

11.5. The TSP represents and warrants that it will be the sole responsible for the relationship with the Merchants and the Payees, undertaking to exempt and keep PagSeguro and PagBank harmless from any and all claim from any third parties, at any tittle, including any liabilities in connection with payment obligations from TSP before Merchant and/or Payee.

12. DISCLAIMER OF WARRANTIES

12.1. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, 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 (1) WILL MEET THE REQUIREMENTS OF THE OTHER PARTY; (2) OPERATE IN COMBINATION WITH THE OTHER PARTY’S HARDWARE, SOFTWARE, SYSTEMS OR DATA; (3) 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 (A) A FINAL USER USE OR ACCESS THE INTEGRATED MERCHANT’S SERVICES, THE ABILITY OF A FINAL USER TO PAY FOR THE INTEGRATED MERCHANT’S SERVICES OR THE ADEQUACY OR TIMING OF PAGSEGURO’S AND PAGBANK’S RESPONSE, OR (B) A MERCHANT USE OR ACCESS THE SERVICES RELATED TO A PAYOUT, THE ABILITY OF A MERCHANT TO FULFILL ITS OBLIGATIONS UNDER THE INTERNATIONAL FACILITATION SERVICES, INCLUDING THE PAYMENT OF THE PAYOUT, AND THE ADEQUACY OR TIMING OF PAGSEGURO’S AND PAGBANK’S RESPONSE.

13. CONFIDENTIAL INFORMATION

13.1. During the term of this Agreement, each Party hereto may disclose (“Disclosing Party”) to the other Party (“Receiving Party”) information in connection with this Agreement or the performance of this Agreement, including, without limitation, technical data, trade secrets, plans for products or services, PagBank’s, PagSeguro’s, TSP’s, Final User’s or Payee’s lists, including without limitation, databases, marketing plans, software, source code for software, financial documents or data, inventions, processes, technology, and designs, which it maintains, and which when provided hereunder, shall be considered as confidential (“Confidential Information”).

13.2. Notwithstanding the foregoing, Confidential Information shall not be deemed to include information if (i) 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; (ii) it is or becomes generally known to the public through no breach of this Agreement or other wrongful act of the Receiving Party; (iii) 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;(iv) it has been approved for release by written authorization of the owner of the Confidential Information; or (v) it has been independently developed by a Party without access to or use of the Confidential Information of the other Party.

13.3. 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 or regulatory required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information.

13.4. 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 advisers having a need to know to perform services specifically requested by one Party or the other to fulfill the purpose of this Agreement. The Receiving Party shall notify such employees or persons of the proprietary nature of the Confidential Information and shall require such employees or other persons to agree to maintain the confidentiality of the Confidential Information on the same terms as the Receiving Party.

13.5. Except as expressly permitted by this Agreement, the Confidential Information shall not be disclosed to any third party without the prior written consent of the Disclosing Party.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1. This Agreement shall be governed by and construed in accordance with the laws of Brazil, without regard to conflicts of laws provisions.

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

14.3. All disputes, conflicts and questions that directly or indirectly result from this Agreement that are not resolved by mutual agreement between the Parties shall be submitted to the sole and exclusive jurisdiction of the state courts located in the City of São Paulo, State of São Paulo, Brazil, which shall have exclusive jurisdiction over any suit arising from those matters.

14.4. If for any reason a court of competent jurisdiction deems any provision of the Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permitted to achieve the intent of the Agreement, and the remaining Clauses of this Agreement shall continue in full force and effect. The Parties further agree that in the event such invalid or unenforceable portion is an essential part of this Agreement, they will immediately begin negotiations for a replacement.

15. MISCELLANEOUS

15.1. 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. This Agreement may be amended by the Parties only upon mutual written agreement.

15.2. The Digital Payment System provided hereunder is non-exclusive, non-transferable and is for the express and sole use of the TSP, Integrated Merchants and Final Users at the sites approved by PagSeguro at its sole discretion. TSP’s right to use the Digital Payment System and access the International Facilitation Services, as applicable, is conditional upon the following: TSP may not:

• transfer to any other person any of its rights to use the Services;

• sell, rent or lease the Services;

• create any derivative works based upon the Digital Payment System;

• copy any feature, design or graphic in, or reverse engineer the Digital Payment System;

• access the Digital Payment System in order to build a competitive solution or to assist someone else to build a competitive solution; or

• use the Services in a way that violates any criminal or civil law.

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

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

15.5. At all times, the Parties shall comply with all laws, rules, ordinances, decrees and regulations applicable to their respective activities and jurisdiction under this Agreement, including any anti-bribery and anti-corruption laws and regulations.

15.6. Except as otherwise agreed hereby, 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 the Applicable Law during its term, Parties shall negotiate in good faith a change in the DPS Fee and/or Payout Fee agreed hereby. Under no circumstances unilateral and automatic fees increase or decrease shall be admitted. 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.

15.7. It is expressly established hereof that no relationship whether of employment or responsibility, between the TSP and PagSeguro or their employees, agent-employees or third Parties nominated for the performance of the contracted services or vice-versa, each Party is individually responsible for its obligations and encumbrance imposed by the legislation in force whether regarding labor, social security, social or any other concerning its employees, agent-employees or third Parties involved hereof.

15.8. The TSP undertakes that it will not for the term of this Agreement and a period of one (1) year thereafter on its own behalf or on behalf of any person directly or indirectly canvass, solicit or endeavor to entice away from PagSeguro or an associated company any person who has at any time during the term of this Agreement been employed or engaged by PagSeguro or an associated company.

15.9. No agency, partnership, joint venture or employment relationship is created between PagSeguro and the TSP 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.

15.10. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under Applicable Law, but if any provision hereof will be prohibited by or determined to be invalid by a court of competent jurisdiction, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

15.11. Rights and obligations established hereof shall bind the Parties and their respective successors in irrevocable and inalterable basis.

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

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

If to PagSeguro:

Att.: BACK OFFICE TEAM

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

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

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

15.15. This Agreement is executed exclusively in the English language.

1. General Requirements - Accepted Card or Payment Schemes

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

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

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

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

• Any funds paid to the Merchant using the payment instruments are directly linked to legal and valid sales of products and services.

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

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

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

2. Specific Anti-Corruption Provisions

• The Merchant represents and warrants that it is not listed, as well as its representatives, officers, directors, partners, employees and customers are not listed: (i) on the UN Security Council financial sanctions lists, (ii) on European Union or United Kingdom Treasury lists, and (iii) on any United States Government, European Union or United Kingdom Treasury lists, including the Specially Designated Nationals and Blocked Person List issued by OFAC - Office of Foreign Assets Control.

• The Merchant represents and warrants that it does not engage in any activity in a jurisdiction subject to OFAC sanctions or in relation to customers subject to commercial embargoes imposed, administered or enforced by the United States government or other Applicable Laws.

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

3. PCI Certification

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

4. Audit and access to information

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

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

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

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

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

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

5. Confidentiality and records kept by PagSeguro

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

6. Data protection and information security

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

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

7. Use of trademarks

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

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

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

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

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

8. Other Payment Schemes rights

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

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

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

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

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

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

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

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

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