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, 1

WHEREAS:

• PagSeguro is an international payment facilitator that provides digital payment systems and other additional services for product and/or service providers, offering local methods of payment for Final Users (as defined below);

• TSP is a company engaged in the business of providing a hosted payment integration platform (“Platform”) for Merchants through which Merchants can integrate connectivity to payment processor systems for payment processing and settlement;

• 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 into the Digital Payment System, expanding the users’ network of PagSeguro’s Digital Payment System;

The Parties agree to enter into this Technical Solution Provider Agreement (“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 means these terms and conditions (“T&Cs”) of this Technical Solution Referral Agreement with any Cover Pages hereto.

Business Day means any day other than Saturday, Sunday, or a public or bank holiday in São Paulo, 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 as well as business plans, data, strategies, methods, customer and client lists, technical specifications, transaction data and customer data.

Cover Page(s) means the cover page(s) hereto, 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 means of mutual signature of both Parties.

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.

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

Fee(s) has the meaning set forth in section 7.1 below.

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

Final User means the person that licenses and/or plays the 

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

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 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 provided by the Merchants, which may include video games, skill-based games or licensed gambling activities.

Merchant T&Cs has the meaning set forth in section 3.1.2 hereof.

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).

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.

Regulatory Requirements means any law, statute, regulation, order, judgment, decision, recommendation, rule, policy or guideline passed or issued by any competent court or authority or any payment system (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).

T&Cs means these Terms and Conditions for the Technical Solution Referral Agreement.

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

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.

1.3. 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. SUBJECT MATTER

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 Merchant 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 4 hereof.

2.3. Whenever TSP and PagSeguro have also entered into an International Payments Facilitation Services Agreement providing for the rendering of payment services to TSP´s users in the Territory (“Payout Agreement”) and as long the Payout Agreement is in effect, Parties agree that PagSeguro, at its sole discretion, may use up to 100 % (one hundred per cent) of the net funds (after all discounts provided for in this Agreement and Payout Agreement) arising therefrom and collected in the Territory by PagSeguro for purposes of fulfilling a payout request made by TSP under this Agreement, provided there is sufficient funds in the applicable currency in PagSeguro Account (“Payout Request”). 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 and may be subject to the applicable costs, as described in the Payout Agreement (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 clause and the Payout Agreement. 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.

3. OBLIGATIONS

3.1. Except as set forth in section 7.4, 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.

3.1.1. TSP’s full and exclusive liability with the Integrated Merchant, as set forth in section 3.1 above, shall include, without limitation, technical, regulatory and legal obligations, as well as obligations regarding billing operations and payments to the Integrated Merchant. 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 Merchant.

3.1.2. Without limiting the full and exclusive liability that TSP assumes in connection with the Integrated Merchants as set forth in sections 3.1 and 3.1.1 above, TSP shall guarantee that the Integrated Merchants comply with the terms and conditions set forth in:  (i) the Digital Payment System terms and conditions, (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&C, agrees that TSP will keep up to date with any and all changes to Merchant 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.

3.1.3. TSP acknowledges and agrees, and shall make the Integrated Merchant to acknowledge and agree, that the Merchant T&Cs may be amended by PagSeguro from time to time. TSP and Integrated Merchant’s 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 30 (thirty) 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.

3.1.4. 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 Integrated Merchant will be terminated.

3.1.5. 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 Merchant 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 Merchant or the Merchant’s Services. Without limiting the generality of the foregoing, TSP shall also guarantee that Integrated Merchant shall not itself and shall not knowingly (or by negligence) cause or permit a third party to sell, upload, post, publish, transmit, reproduce, or distribute in any way any goods, services or data that could be considered online gambling or wagering, or sports-book products or services, under applicable laws.

3.1.6. Except as set forth in section 7.4, 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 Merchant’s activities, or the contents of the Integrated Merchant’s Services. No due diligence will have been made by PagSeguro in Integrated Merchant’s activities for the approval of their integration by TSP under the terms hereof, since they have no legal relationship with PagSeguro.

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

3.2. 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 cost or amount due resulting from a Payment Reversal Order initiated by and/or on behalf of Final User, which means that 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.

3.3. 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.

4. OFFERING OF PAGSEGURO’S PAYMENT OPTIONS

4.1. The Parties agree that TSP will have the non-exclusive right to offer the Payment Options expressly mentioned in the relevant Cover Pages, to the Integrated Merchants and for the rates in such Cover Pages, as applicable.

4.2. Unrestricted Territory and Non-Exclusivity. Unless otherwise agreed in the relevant 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.

4.3. 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.

4.4. 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.

5. TERM

5.1. 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 12.

6. REPRESENTATIONS ANS WARRANTIES; DISCLAIMER

6.1. 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.

6.2. 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 regions to carry on all its activities whether towards PagSeguro or towards the Merchants.

6.3. 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 Merchant, or Integrated Merchant has the full rights for commercialization duly licensed thereto, or are explored by Integrated Merchant 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 Merchant with the Final User.

7. FEES AND PAYMENT

7.1. 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 relevant Cover Page over the Gross Revenues in connection with that respective Transaction (“Fee”). Transfers to be made from TSP to the Integrated Merchant shall be freely agreed between TSP and the Integrated Merchant, with no obligations from PagSeguro, and with due regards to section 7.5. TSP herein expressly exempts and holds PagSeguro harmless from any liabilities in connection with such payment obligations from TSP to the Integrated Merchant.

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

7.3. Specific Fees. Notwithstanding and without limiting the above, PagSeguro and TSP may agree different fees other than the one set forth in section 7.1 above, provided that such an arrangement is expressly set forth in a Cover Page (“Specific Fees”).

7.3.1. In case Specific Fees are agreed between the Parties as per section 7.3, 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 respective 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.

7.3.2. 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.

7.3.3. 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 specific Cover Page, only with the intended Integrated Merchant, after the execution of the specific Cover Page between PagSeguro and the TSP, 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.

7.4. The Parties may also agree that for specific cases TSP will act solely as an integrator of the Digital Payment System to the Merchant, by means of the Platform, but without TSP undertaking the legal obligations and the billing, accounting and transfer operations towards the Merchant. For these cases, the Parties shall also previously agree, and PagSeguro will execute a digital payment system agreement directly with the Merchant, and no fees or any other payment shall be owed from PagSeguro to the TSP.

7.5. 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.

7.6. PagSeguro shall provide the TSP with Financial Reports regarding the Transactions within 5 (five) 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 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.

7.6.1. 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 60 (sixty) days. If after such 60 (sixty) 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.

7.6.2. Notwithstanding and without limiting the foregoing, if any tax levied on the transfer of funds outside of Brazil or on any service provided by PagSeguro is ever created or increased following the Effective Date of this Agreement, PagSeguro shall notify TSP, whereupon, unless and until the Parties agree on some different arrangement as a result of any renegotiation described above, TSP agrees to bear such additional tax cost with respect to any services provided after the date of such notice. The amount of such tax costs may be withheld by PagSeguro from any Payments to be remitted to TSP.

7.7. Any fee payable by the TSP may be deducted from the funds to be remitted to the TSP as Transaction payments.

7.7.1. The financial results report mentioned hereinabove will be presented according to the currency of the payment made by the Final User.

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

7.7.3. If the difference between (i) the Gross Revenue from the Transactions and (ii) the Fees and Payment Reversal Orders amounts is negative, the amount of such difference shall be remitted by TSP to PagSeguro by the 20

7.7.4. Unless otherwise determined as per Regulatory Requirements, the amounts to be transferred to TSP as per section 7.7.2, or to be offset with TSP’s debts as per section 7.7.3, are amounts due to TSP with TSP acting as a collection agent on behalf of the Integrated Merchant. TSP represents and warrants that it has full authorization from the Integrated Merchant 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.

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

8. INTELLECTUAL PROPERTY

8.1. 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 needed to market the Integrated Merchant’s Services under the terms hereof, including all the applicable gaming licenses, the related rights to license, 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.

8.2. 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 Merchant and that the Integrated Merchant retains the right to, without limitation, use, copy, modify, license, sublicense, and distribute the Integrated Merchant’s software.

8.3. 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.

8.4. Subject to the terms and conditions of this Agreement, the Parties agree to provide a non-exclusive, terminable, worldwide cross license to use each other’s Marks strictly for purposes of promoting the authority of PagSeguro to provide TSP with the ability to use the services herein described. Under no circumstances shall this license be construed as granting the TSP the authority to use PagSeguro Marks for purposes of the promotion or the endorsement of the Merchant’s Services.

8.5. 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.

8.6. 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 8. Either Party shall not modify the other Parties’ Marks and shall indicate that the TSP 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.

8.7. 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.

9. TSP’S OBLIGATIONS AND LIABILITY

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

9.2. The 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.

9.3. The TSP hereby takes full and exclusive responsibility for the Integrated Merchant’s regularity, including, without limitation, all the content produced and/or transmitted by the Integrated Merchant, assuring that the Integrated Merchant does 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.

9.4. 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.

9.5. PagSeguro and TSP shall maintain for a period of 2 (two) years or greater if required by the Regulatory Requirements, accurate and complete records regarding Transactions 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.

10. INDEMNIFICATION

10.1. Notwithstanding anything in this Agreement to the contrary, in no event shall PagSeguro, or its affiliates or any of its respective directors, officers, employees, agents or subcontractors, be liable under any theory of tort, contract, strict liability or other legal theory for lost profits, lost revenues, lost business opportunities, lost data, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the Parties, regardless of whether such damages were foreseeable or whether any Party or any entity has been advised of the possibility of such damages. Notwithstanding anything in this Agreement to the contrary, in no event shall 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 our reasonable control, including the Digital Payment System. Notwithstanding anything in this Agreement to the contrary, PagSeguro’s cumulative liability for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including those arising out of or related to this Agreement) and regardless of the form of action or legal theory and whether or not arising in contract or tort (excluding negligence and willful misconduct) shall not exceed the total volume of the monthly average amount of Transactions, expressed as a BRL (Brazilian Reais) amount, processed under this Agreement.

10.2. 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. DISCLAIMER OF WARRANTIES

11.1. 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 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 RESPONSE.

12. SUSPENSION AND TERMINATION

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

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

• If the Party provides the other with written notice regarding a breach of any provision herein and the infracting Party fails to remedy such breach or implement a corrective plan of action regarding such breach acceptable to the other Party within 5 (five) Business Days after delivery of the aforementioned notice;

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

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

• 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 Merchant with a written notice for clarification, until a reasonable and sufficient clarification is received.

12.3. Upon termination by either Party, each Party shall be liable for any and all outstanding fees and payments due. Notwithstanding any notice of termination under Agreement, this Agreement shall remain effective with respect to any Transaction occurring prior to such termination for a period of 1 (one) year.

12.4. Any provisions of this Agreement that, due its nature, is meant to remain in force after termination hereof shall remain in full force.

12.5. TSP acknowledges and agrees that termination of this Agreement causes the Digital Payment System to immediately cease to the Integrated Merchant. TSP agrees that no indemnification shall be owed by PagSeguro to TSP or to the Integrated Merchant due to claims from the Integrated Merchant by virtue of such ceasing of the Digital Payment System, if PagSeguro has terminated this Agreement according to the terms hereof.

13. CONFIDENTIAL INFORMATION

13.1. During the term of this Agreement, each Party hereto may disclose (the “Disclosing Party”) to the other Party (the “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, Final User’s, PagSeguro’s or TSP’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 in 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 internal substantive 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 30 (thirty) 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 finds any provision of the Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permitted so as to reach the intent of the Agreement, and the remainder 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 with the Cover Pages hereto constitutes the entire agreement and understanding between the Parties and supersedes all other prior and contemporaneous communications, discussions, understandings, negotiations, arrangements and agreements between the Parties, whether written or oral, relating to the subject matter of this Agreement. 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 Merchant and Final Users at the sites approved by PagSeguro at its sole discretion. TSP’s right to use the Digital Payment System is conditional upon the following: TSP may not:
•    transfer to any other person any of its rights to use such services;
•    sell, rent or lease such 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 such 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 that 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 Law during its Term, Parties shall negotiate in good faith a change in the Fees 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 1 (one) 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. This Agreement is executed exclusively in the English language.