PAYMENT COLLECTION SERVICE AGREEMENT

By this private instrument effective dated (*):

Payment Collection Services Agreement (hereinafter the ”Agreement”), is entered between GLOBAL
PAGAMENTOS LTDA, a company incorporated under the laws of Brazil, with CNPJ No. 52.651.559./0001-
85 , and its registered office at Rua Gomes de Carvalho 911, in the city and state of São Paulo, Postal Code
04547-003 (hereinafter “Global Pagamentos”), and (*) a company incorporated under the laws (*), with
(*), and its registered office at (*) (hereinafter “Merchant”). Global Pagamentos and the Merchant shall
each be hereinafter referred to as a “Party” and jointly as the “Parties”. Therefore the Parties enter into this
Agreement on the date first above written and agree as follows.

OBJECT OF THE AGREEMENT:

Global Pagamentos shall provide technology solutions in payment services to Merchant enabling their
customers to pay for such merchants’ products and services using BINANCE PAY, PIX, BOLETO and TED
methods via payment services providers (pay-in), and enabling such merchants to perform their financial
obligations towards the Customers (pay-out). Through the Payment Services provided by Global
Pagamentos, Merchant shall receive payments from customers in Brazil, and once Global Pagamentos
receives and consolidates the funds from Customers, shall transfer them to the corresponding Merchant to
requirement (settlement).
In this way, Global Pagamentos provides its services to companies as a facilitator of collection and payment
of amounts per instructions from its clients. To do this, it makes strategic alliances and technological
integration with different partners, allowing the use of multiple payment methods to be used by its clients.

1. DEFINITIONS
For the purposes of this Agreement, the following terms shall have the meaning agreed by the Parties.

a. “Pay In” shall mean a payment made by the client within the Merchant's website to recharge their
balance using payment methods provided by Global Pagamentos. It is a transaction sent by a
Customer to the Merchant using the PIX, BINANCE PAY, BOLETO and TED methods.
b. “Pay Out” shall mean services that allow the Merchant to make payments to their users, using
different third-party payment methods. To do this, Global Pagamentos executes the payment
instructions provided by the Merchant. It is a payment order given by the Merchant to Global
Pagamentos requesting a funds transfer to a Customer.
c. “Settlement” shall mean transfer of funds collected by Global Pagamentos to the Merchant on
payments made by their customers.
d. “Agreement Currency” shall mean a currency used by the Parties to perform its payment
obligations and determined in Annex A hereto, which may be open to negotiation when required by
the parties.
e. “Allowed deductions” means any of the following items Global Pagamentos may deduct from
Merchant at any time when due: fees charged by Global Pagamentos, refunds and reversals,
adjustments and Chargebacks, Deposit and any fees, charges, fines, assessments, penalties or other
liabilities that are imposed on Global Pagamentos by APM Providers in connection with the
processing of transactions under payment orders. Without prejudice to its other rights under this
Agreement, Global Pagamentos may delay payments to the Merchant for a period of time and, if
applicable, may require additional information from the Merchant, for any reason, including but not
limited to the following cases:
• if Global Pagamentos has issues with the corresponding bank through which settlement is
made;

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 • if there are changes in the business model of the Merchant that may have an impact on the
risk to Global Pagamentos;
• if there are unexpected increases in chargeback / refund / fraud transactions processed by
the Merchant;
• if there are sudden drops in processing by the Merchant which may result in a negative
balance; and
• if any penalty and/or fine may be imposed by the payment methods used as a result of or in
connection with the Agreement, any transaction or the goods or services relative to the transaction,
any promotion or marketing of any goods or services sold by the Merchant, improper activity of the
Merchant, any misrepresentation by the Merchant to their customer or any breach of any
obligation or duty that the Merchant owes to their customer, any investigations into transactions
which are shown to involve fraudulent or criminal activity on the Merchant’s part.
• Any breach of, or failure by the Merchant or its employees, agents or contractors to comply with
the Agreement.
• Any act or omission done willfully or negligently by the Merchant, its employees, agents or
contractors as well as any violation by the Merchant, its employees, agents or contractors of any
applicable laws or regulations.

f. “Alternative Payment Method” or “APM” means a payment method (other than Card) which
Global Pagamentos are able and have agreed to process: e-wallets, payments from/to the phone
account, cash payment methods, account to account methods, immediate transfers, etc.
g. “Bank Account” means a checking (current) account open to a person at a bank.
h. “Business Day” shall mean any day on which commercial banks are open for business in the
Merchant’s country of business and Brazil.
i. “Chargeback” means an unconditional payment request for a refund executed against the
Merchant.
j. "Confidential Information" shall mean any data or information, oral or written, treated as
confidential that relates to either party’s (or, if either party is bound to protect the confidentiality of
any third party’s information, such third party’s) past, present, or future research, development or
business activities, including any unannounced products and services, any information relating to
Services, developments, relevant documentation (in whatever form or media provided), inventions,
processes, plans, financial information, Customer data, revenue, transaction volume, forecasts,
projections, and the financial terms of this Agreement. 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; (ii) it is
in or has entered the public domain 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 obligation of confidentiality of such third party to the owner of the
Confidential Information; (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.
k. “Customer” means an individual buying or having bought the Merchant’s goods and/or services
through the payment technology solutions provided by Global Pagamentos into the merchant
website or application
l. “Daily Transactions Report” means a report containing the information about all Transactions
completed during a particular calendar day.
m. “Deposit” means monetary funds secured in favour of Global Pagamentos in accordance with this
Agreement to guarantee the fulfilment of the Merchant’s obligation to Global Pagamentos under
the Agreement.

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 n. “Effective Date” shall mean the date upon which this Agreement is executed by the Parties, or, if
executed on different dates by each of the Parties, the later of such dates.
o. “IT Protocol” means a technical integration protocol, provided by Global Pagamentos, implemented
by the Parties.
p. “Material Change of Law” shall mean any change in applicable law or regulations or the
interpretation thereof by any court or other governing body having jurisdiction after the Effective
Date, because of which the performance of any provision of this Agreement becomes unlawful or
impossible for Global Pagamentos or materially impeded, and to which the rules of this agreement
must comply.
q. “Merchant Account” shall mean an internal record established by Global Pagamentos for the
Merchant to account funds received by Global Pagamentos from the Customers.
r. “Merchant's Interface” shall mean the web interface of the Global Pagamentos system accessible
to the Merchant via the Internet, through which the Merchant can obtain statistical data about all
Transactions (including their status).
s. “Personal Data” means any information disclosed by the Merchant to Global Pagamentos and/or
collected by the Party pursuant to this Agreement relating to an identified or identifiable individual
(“Data Subject”), including, without limitation, name, address, e-mail, telephone number, business
contact information, date of birth, social security number, credit or debit card number, bank
account number, and any other unique identifier or one or more factors specific to the individual’s
physical, physiological, mental, economic, cultural or social identity. The processing of personal data
by Global Pagamentos shall follow the rules indicated in the regulations issued for this purpose.
t. “Transaction Notification” means short information on the processed Transaction generated by the
Global Pagamentos electronic system and sent to the Merchant automatically, as may be provided
by IT Protocol.

2. SERVICES
2.1. Services scope. Global Pagamentos will provide technological solutions related to payment methods to
process (pay-in;pay-out) and settle transactions to the Merchant according to the terms and conditions
of this Agreement (the "Services").

2.2. Global Pagamentos Obligations. Global Pagamentos shall:

a. open a Merchant Account and Merchant’s Interface in the Global Pagamentos system subject to
successful completion of the Global Pagamentos due diligence and KYC process;
b. receive the Transactions’ funds from Customers and transfer such funds to the Merchant Account;
c. deliver to Merchant the Transaction Notification for each affected Transaction promptly after the
processing of the relevant Transaction if such notification is specified by the IT Protocol or reflect
such Transaction information in the Merchant’s Interface;
d. form the Daily Reports and make them available to the Merchant through the API on the date after
the day when Global Pagamentos received the relevant information from the Merchant's Country”
law or circumstance mentioned in this agreement organisation that ensures Transactions for Global
Pagamentos (APM provider as PIX, BINANCE PAY, BOLETO or TED, Bank, Third-Party Provider or
other);
e. retain and/or freeze funds of Transactions if required to do so by the applicable “Merchant's
Country” law or circumstance mentioned in this Agreement.
f. has the right to suspend or reject the processing of Transactions in the event that any circumstance
external to Global Pagamentos prevents their processing. Such suspension or rejection due to such
external circumstance shall not imply any penalty or claim by the Merchant under this Agreement.;
g. provide Merchant with the information required for using Services under this Agreement, including
without limitation IT Protocol details, manuals, others.

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 h. provide Merchant with all the technological and financial security that ensures the receipt of funds
paid by their customers.

2.3. Merchant’s Obligations. Merchant shall:

a. establish a Merchant Account with Global Pagamentos;
b. complete the integration works in accordance with the integration documents provided by Global
Pagamentos and follow Global Pagamentos reasonable instructions with regards to the technical
integration of the IT Protocol into Merchant’s websites and software applications;
c. acquire, implement and maintain all software required to fulfil its obligations under this Agreement;
d. accept Transactions and credit the Merchant Account on the basis of the relevant Transaction
Notification;
e. Avoid any charge or any commission on the Transactions, unless such commission is required to be
charged by the applicable laws and regulations, in which case the Merchant will notify Global
Pagamentos in this respect, and the Parties will use their commercially reasonable endeavours to
decrease a potential financial burden for the Customers.
f. inform its Customers on the possibility of making Transactions via Global Pagamentos by posting the
appropriate information in its end-user interfaces;
g. not initiate, perform, or otherwise be involved in any of the activities listed in Annex B hereto;
h. provide all reasonable assistance and information to Global Pagamentos or the regulatory body to
assist them with any investigations being carried out in respect of the Merchant’s activities;
i. not discourage Customers from using Global Pagamentos service by imposing additional charges on
Transactions, or different than agreed in this document, which shall be considered a breach of the
terms of this contract.
j. provide Global Pagamentos with documents and information required for completion of the Global
Pagamentos due diligence and KYC process;
k. follow all relevant legal policies and procedures of Global Pagamentos and other supporting
documents that may be requested (e.g. AML policy, KYC policy, Privacy Policy etc.).
l. maintain sufficient Deposit amount in accordance with Section 4 herein;
m. be responsible for all chargebacks, fines, penalties, and other charges imposed by the APM
schemes, Payment Systems Regulator on the Merchant and/or Global Pagamentos due to the
Merchant’s business transactions;
n. be responsible for all expenses that may be caused in result of frauds and chargebacks due to
Merchant’s activity (amount of mentioned expenses can be automatically debited from the
Merchant’s balance);
o. provide the Customer with a receipt confirming the Transaction to the email or mobile phone
number specified by the Consumer, as well as provide the Customer with the opportunity to print
and / or save such a receipt on a computer / other device that has access to the Internet;
p. Daily request and Daily Reports on the API for the past day and compare them with their own data.
The Merchant shall notify the Global Pagamentos of any discrepancy between the Merchant's data
and the Daily Reports no later than the day following the day for which such Daily report was
compiled. In the absence of such notification, the Daily Reports shall be deemed to be approved by
the Merchant upon the expiration of the day following the day for which the Daily Report is
compiled.
q. ensure that the following conditions are observed:
i. The transaction for any reason has not been cancelled as shown in any notification issued by or on
behalf of Global Pagamentos;
ii. The user has completed all the essential information to operate its website.
iii. the Transaction is not illegal and does not damage the goodwill of Global Pagamentos;

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 iv. the price charged for goods (services), when they are paid through APM, does not exceed the
price of such goods (services), when it is paid to Merchant in any other way (unless otherwise
provided by this Agreement);
v. the Merchant has not deviated in any other way from the terms of the Agreement or AL's current
operating instructions; and
r. not submit to Global Pagamentos a Transaction that the Merchant knows or should know to be
fraudulent or not authorised by the Customer, or that it knows or should know to be authorised by
a Customer colluding with the Merchant for a fraudulent purpose. The Merchant is deemed to be
responsible for the conduct of its employees, agents, representatives, and collaborators.
2.4. Expenses. Each Party will cover its own costs and expenses in connection with this Agreement,
including the costs of Transaction processing and settlement, cost of facilities, equipment, employees,
training, communication, computer systems and other business expenses, such as the applicable
attorney fees, accounting fees, and other (unless otherwise provided by this Agreement or in future
Agreements).
2.5. Deposit of Funds. Global Pagamentos ensures that the funds transmitted by the merchant's clients will
be kept deposited in a bank account owned by Global Pagamentos until the moment the merchant
requires those funds.
2.6. Refunds. In the event that the Merchant is required to make a full or partial refund to a Customer with
respect to a Transaction, such refund may be made directly to a Customer through an available method
(PIX, BINANCE PAY, BOLETO, TED, other) chosen by the merchant and indicated to Global Pagamentos.
2.7. APM Scheme. The Merchant agrees that in its activities, the Global Pagamentos is guided by the rules
of APM providers.
2.8. Compliance General Rules. The Merchant shall ensure that all of its staff using the Service are properly
trained in its use and that it has available technical and other data necessary to provide proper
instructions in the use of such Service, being responsible for any inconvenience that may occur related
to mishandling of the Service. Global Pagamentos reserves the right to request any documentation
from the Merchant, at any point in time throughout the whole business relationship between the
Merchant and Global Pagamentos, confirming the Merchant’s compliance with the terms and
provisions of this Agreement. The Merchant shall cooperate with Global Pagamentos upon receipt of
such requests, and shall provide such documentation without delay, within a maximum of three (3)
Business Days unless otherwise specified by Global Pagamentos, and in accordance with the requisites
specified by Global Pagamentos in its request.
2.9. Transaction Authorization. The Merchant shall follow the following rules in course of the Transaction
authorization:
a. The Merchant agrees that it will not present for payment a Transaction which has failed any one or
more of the authentication checks.
b. Each request for authorization shall be for the total original Transaction amount, including
applicable taxes.
c. Authorization shall not be deemed or construed to be a representation, promise or guarantee that
Global Pagamentos will accept the Transaction and that the Merchant will receive payment, nor
that the person making the Transaction is the Customer.
d. Authorization may not be sought or obtained on behalf of any third party.
e. When carrying out a recurring Transaction, a Merchant must:
− obtain authorization for each Transaction;

− provide Global Pagamentos with the correct indicator for each Transaction in the
authorization request;
f. The Merchant hereby undertakes to hold Global Pagamentos harmless and fully indemnified
against all actions, proceedings, claims, costs, demands and expenses which Global Pagamentos

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 may incur or sustain by acting upon or otherwise complying with any communications or
instructions (including any authorization for a Transaction and Payment Orders) which Global
Pagamentos shall reasonably believe to have been made or given on the Customer’s or Merchant
behalf, and this irrespective of whether or not such communications or instructions are made or
transmitted without the Customer’s or Merchant authority.

3. MERCHANT ACCOUNT
3.1. The Merchant Account is not a bank account but a payment account Merchant holds with Global
Pagamentos. Merchant acknowledges that Merchant account is not covered by any depositor
protection scheme and, in particular, is not protected by Financial Services Compensation Scheme. The
funds are held in Merchant Account and do not accrue interest.
3.2. Funds shall be credited to Merchant Account on the day Global Pagamentos receives these funds from
APM provider (PIX, BINANCE PAY, BOLETO, TED, other) or other third party settling the payment funds
to Global Pagamentos. If Global Pagamentos receives such funds on a non-Business Day or after 5pm
Brazil time on a Business Day, Global Pagamentos may credit the funds to the Merchant Account on the
next Business Day. Global Pagamentos reserves the right to only credit Merchant Account with such
sums that remain due to Merchant after deduction of any Allowable Deductions (Fees, other), provided
that such deduction shall either be shown on Merchant Account together with the credit of the
remaining funds, or shall be separately notified to Merchant.
3.3. Merchant shall have no claim against Global Pagamentos for crediting funds to Merchant Account
before Global Pagamentos have received such funds from the relevant APM provider (PIX, BINANCE
PAY, BOLETO, TED, other) or other third party settling the payment funds to Global Pagamentos.
4. DEPOSIT
4.1. Merchant shall deposit a Deposit amount specified in Annex A hereto with Global Pagamentos, as a
security that Merchant will properly fulfil its financial obligations hereunder. Global Pagamentos is
authorised to use the Deposit to settle the amount of funds due and payable to Global Pagamentos by
the Merchant, including but not limited to, the amounts of Allowable Deductions and Fees for provision
of Services hereunder.
4.2. The Merchant hereby gives its irrevocable consent to Global Pagamentos to use the Deposit funds to
provide security and/or any other guarantee as may be required from time to time by the APM
providers for payment against potential Chargebacks and/or payments of any charges and/or fines to
the said APM schemes for any breach that is caused by the Merchant’s actions and/or inactions, and/or
payments of any commissions/fees charged by third party banks and/or by the APM Schemes for
completion of required activities under this Agreement, and/or costs for an audit or other check
initiated by the APM schemes and related to the Merchant’s activity/inactivity.
4.3. Global Pagamentos reserves the right to use and enforce the Deposit and/or any other security to pay
Chargebacks and/or payments of any charges/assessments/fees and/or fines and/or penalties, even in
the instance where the Merchant declares bankruptcy or insolvency and Global Pagamentos reserves
the right to retain the Deposit and/or any other security for a period of six (6) months, or any longer
period as determined by Global Pagamentos in its notice to terminate, after the termination of this
Agreement.
4.4. Merchant acknowledges that Deposit is not covered by any depositor protection scheme and, in
particular, is not protected by the Brazil Financial Services Compensation Scheme. The funds held in
Deposit do not accrue interest.
4.5. For the avoidance of doubt if no Deposit is provided in the Annex A hereto then no deposit is applied to
Merchant under this Agreement.
5. SETTLEMENT
5.1. Fees. The Merchant shall pay fees to Global Pagamentos calculated in accordance with Annex A hereto
for Settlement service. Those fees may be updated in the future by agreement of the parties. Fees shall

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 be due upon completion of a relevant Transaction and shall be deducted by Global Pagamentos from
the Transaction’s amount to be credited to the Merchant Account.
5.2. Payments. Global Pagamentos shall credit the difference between the Transactions’ amount and Fees’
amount to the Merchant Account.
5.3. Currency. All Transactions shall be transacted in the Agreement Currency. In case a Transaction’s
currency differs from the Agreement Currency, then the settlement amounts shall be calculated on the
basis of the exchange rate used by Global Pagamentos on the date of such Transaction as set out in
Annex A.
5.4. Fund Clearing Calculations. The Parties agree to set-off their outstanding mutual obligations which may
arise in course of their cooperation hereunder. Netting calculations shall be done by Global
Pagamentos and provided to the Merchant in the Daily Reports. This netting agreement is irrevocable,
unless the Merchant suspects an incorrect accounting and calculation made by Global Pagamentos, in
which case this netting agreement may be cancelled by a written notification delivered by the
Merchant to Global Pagamentos. For the avoidance of doubt, (a) in case of insufficiency of the Deposit
funds to cover the Allowable Deductions Global Pagamentos may in its sole discretion deduct the
balance from Merchant Account. Global Pagamentos may withhold payment of any amount payable to
the Merchant (in part or in whole) where there are any sums due or owing by the Merchant to Global
PAgamentos, and the Merchant agrees that Global Pagamentos may exercise set-off and deduct such
amounts due or owing by the Merchant to Global Pagamentos from any amount payable to the
Merchant by Global Pagamentos.
5.5. Special Provisions. When Global Pagamentos has made payment on any Transaction, Global
Pagamentos shall nonetheless be entitled to debit any amount credited to the Merchant Account or, if
such amount is not available in the Merchant Account, seek reimbursement of any amount paid to the
Merchant, or debit such amount from the Deposit, or may delay payments to the Merchant for a
period of time, if applicable, may require additional information from the Merchant from time to time,
when:
a. the Merchant is in breach of any of the terms of this Agreement in respect of any Transaction;
b. the Transaction is proved to have been created or generated improperly or without authority of the
relevant Customer;
c. Global Pagamentos suspects that the Merchant is in breach of any terms and conditions of the
contract giving rise to the Transaction or the Merchant has made misrepresentation whether
intentionally or negligently in the course of the Transaction;
d. the sale of goods or services to which the Transaction relates involves a violation of law or the rules
or regulations of the APM Schemes or any governmental agencies;
e. Global Pagamentos is aware of any penalty and/or fine which may be imposed by the APM Schemes
as a result of or in connection with the Agreement, any transaction or the goods or services relative
to the transaction, any promotion or marketing of any goods or services sold by the Merchant,
improper activity of the Merchant, any misrepresentation by the Merchant to the Customer or any
breach of any obligation or duty that the Merchant owes to the Customer, any investigations into
transactions which are shown to involve fraudulent or criminal activity on the Merchant’s part, any
breach of, or failure by the Merchant or its employees, agents or contractors to comply with the
Agreement, any act or omission done wilfully or negligently by the Merchant, its employees, agents
or contractors as well as any violation by the Merchant, its employees, agents or contractors of any
applicable laws or regulations.
5.6. Chargebacks. If any amount is the subject of a pending Chargeback by APM provider, Global
Pagamentos shall withhold payment of that amount pending the final determination of the dispute. In
addition, when Global Pagamentos has made payment of any such amount, Global Pagamentos shall
nonetheless be entitled to debit such amount credited to the Merchant Account or, if such amount is
not available in the Merchant Account, seek reimbursement of such amount paid to the Merchant,

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 including debit such amount from the Deposit. Global Pagamentos will charge the Merchant with a
Chargeback processing fee specified in Annex A hereto. The Merchant acknowledges that due to
currency exchange differences and issuing bank fees, the value of a Transaction and the value of an
eventual Chargeback of the same Transaction may not be equal, which in that case shall be updated to
the quote on the day of the transaction. Without prejudice to its other rights under this Agreement,
Global Pagamentos may delay payments to the Merchant for a period of time as determined by Global
Pagamentos within its sole discretion and, if applicable, may require additional information from the
Merchant from time to time in the following cases:
a. if there are changes in the business model of the Merchant that may have an impact on the risk to
Global Pagamentos;
b. if there are unexpected increases in chargeback / refund / fraud transactions processed by the
Merchant; and
c. if there are sudden drops in processing by the Merchant which may result in a negative balance.
Without prejudice to any other provision of this Agreement, as a cover against losses from Chargebacks
and/or Fees which cannot be recovered by Global Pagamentos, Global Pagamentos may block and
retain a percentage or the full amount of the Transactions processed. The retention rate will be directly
related to the Chargeback Rate.

6. INFORMATION REQUIREMENTS
6.1. Transaction and Payment Order Information Requirements. Each Transaction and Payment Order will
include (among other) the following information:
a. Identifiable reference in each payment method, which the Merchants will then use to link it to its
Customer's user.
b. Date of the transaction; and
c. Amount to be transferred by or to such Customer.
Completion of Transactions is subject to provision of certain documents and information about such
Transactions. Global Pagamentos reserves the right to reject or suspend any Transaction if it is
considered not to contain the information required by Global Pagamentos or is considered suspicious.
6.2. Record keeping. Both Parties shall retain in their power, during the term of this Agreement and for five
(5) years after its termination, all documents and information related to Transactions, including without
limitation, the Customer information. The Parties agree that such information shall be considered
Confidential Information under this Agreement. Such information retained by Merchant shall be made
available for audit and inspection to Global Pagamentos upon request. Global Pagamentos shall be
entitled to make and retain copies thereof in order to comply with legal requirements or Government
regulations.
7. INQUIRIES
7.1. Cooperation with the Authorities. In case of investigations and/or requests initiated by the competent
authorities, Merchant agrees to provide Global Pagamentos with all necessary information, documents,
and other assistance, unless such assistance is in violation of the law applicable to the Merchant.
7.2. Early Termination on False Declarations. In case Global Pagamentos obtains certificates or reports
from the competent authorities that differ in context with the written declarations of the Merchant
and/or the shareholders or managers of the Merchant, or in case such reports show that any of them is
involved in money laundering, terrorist financing, trade of narcotics or any other illicit activity, or that
any of them is in payment suspension, meeting of creditors, bankruptcy or subject to any undisclosed
material litigation or sanctions or other similar restrictions, this Agreement may be terminated by
Global Pagamentos with an immediate effect. In this case, the Merchant shall bear all the expenses
involved in finalising the Agreement.
8. CONFIDENTIALITY

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8.1. Use of Confidential Information. A Party, receiving a Confidential Information from the other Party,
shall at all times keep such Confidential Information in secret and shall not reveal it to third parties, or
use (except as expressly allowed by this Agreement), or profit from the Confidential Information
without previous written authorization from the disclosing Party without exceptions. Any Confidential
Information may be used by the receiving Party solely for the purpose of proper performance of such
Party’s obligations under this Agreement. The receiving Party may disclose the Confidential Information
to its officers, employees, agents, affiliates, advisors, consultants, accountants, auditors, and attorneys
(collectively referred to as "Representatives") on as needed basis only. Such Representatives shall be
notified by the receiving Party of the confidential and proprietary nature of the provided information
and of its obligations under this Agreement and shall be bound under appropriate terms of
confidentiality in respect thereof, and the receiving Party shall be fully responsible for any
confidentiality breach occurred due to the failure of any of its Representatives. The receiving Party shall
use at least the same level of care as it employs with respect to its own Confidential Information in
handling and maintaining the Confidential Information of the disclosing Party. All parties involved in the
handling of confidential and/or personal information will follow the appropriate procedures and
techniques according to data protection regulations, for the management of such information.
8.2. Authorities’ Requests. Notwithstanding the foregoing, a receiving Party or its Representative may
disclose the other Party’s Confidential Information upon an authorised governmental body’s request
(by deposition, request for information or documents, subpoena, civil investigative demand, or similar
process) in the country of operation of the receiving Party. The receiving Party will provide a disclosing
Party with a prompt notice of such request or requirement and will cooperate with the disclosing Party
so that the disclosing Party could obtain a protective order or other appropriate remedy for preventing
disclosure of its Confidential Information. The disclosing Party will incur all expenses for the
cooperative efforts of the receiving Party. If no protective order or other remedy is obtained, the
receiving Party or its Representative may disclose the Confidential Information as requested by the
authorities, and the disclosing Party shall not initiate any claim against the receiving Party and/or
Global Pagamentos based upon such disclosure.
8.3. Return of Confidential Information. The receiving Party agrees to hold the disclosing Party’s
Confidential Information in confidence during the term of this Agreement and for at least five (5) years
thereafter. Upon termination of this Agreement or upon the disclosing Party's written request,
whatever comes earlier, a receiving Party will, and will direct its Representative(s) to, (i) return all
Confidential Information furnished by the disclosing Party to the latter without retaining any copy
thereof, except from any records that must be kept by the receiving Party under the applicable law or
other provision of this Agreement, and (ii) destroy all copies and derivative works of any Confidential
Information prepared by the receiving Party or its Representative(s). Simultaneously with the return of
the Confidential Information, the receiving Party shall deliver to the disclosing Party an officer's
certificate listing the Confidential Information being returned therewith, certifying the return or
destruction of the Confidential Information (as applicable), and acknowledging on behalf of the
receiving Party that the confidentiality obligations survive the termination of this Agreement.
9. PERSONAL DATA PROTECTION
9.1. General Requirements. Each Party agrees that, in the performance of its obligations under this
Agreement, it will comply with the applicable personal data protection legislation. Each Party warrants
and undertakes to the other Party that, to the extent permitted by the applicable laws of the country of
its incorporation:
a. it has in place appropriate technical and organisational (including security) measures to protect
Personal Data;
b. it has in place procedures so that authorised persons granted access to Personal Data will maintain
the confidentiality and act only on the relevant Party’s instructions;
c. it will, and its authorised persons will, process Personal Data solely for the purpose of complying
with the Party’s obligations hereunder;

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 d. it shall not disclose or transfer, or process Personal Data save in accordance with the data
protection laws of the country in which the respective Party is established; and
e. upon reasonable request of the other Party, the first mentioned Party will submit its Personal Data
processing facilities and documentation, for reviewing or auditing by the other Party (or an
independent inspection agent or auditor selected by the other Party), to ascertain compliance with
this clause.

10. USE AUTHORISATION

10.1. For the duration and the purpose of this Agreement, Global Pagamentos grants Merchant a non-
exclusive, worldwide, royalty-free, non-transferable authorisation to display its logo and/or company
name and/or trade name and marketing material as agreed between the Parties from time to time.
Merchant shall follow reasonable instructions with respect to any material licensed to it. Except as
expressly stated herein, nothing in this Agreement shall grant or be deemed to grant Merchant any
right, title or interest in any logos, trademarks, trade names or other intellectual property rights
owned by Global Pagamentos, which shall be the exclusive property of Global Pagamentos and shall
be under its registration. Such authorisation shall not be sub-licensed to any third party without prior
consent of Merchant, except for the following organisations: the APM providers, acquirer Bank and
other third party directly interacting with Customers in connection with the implementation of
Transactions. Global Pagamentos shall follow Merchant’s reasonable instructions with respect to any
material licensed to it. Except as expressly stated herein, nothing in this Agreement shall grant or be
deemed to grant Global Pagamentos any right, title or interest in any logos, trademarks, trade names
or other intellectual property rights owned by Merchan
10.2. Merchant shall indemnify Global Pagamentos for and against any third party claims based on the
infringement of intellectual property rights or otherwise for any breach of its obligations under clause
10.1 herein. Global Pagamentos shall indemnify Merchant for and against any third party claims
based on the infringement of intellectual property rights or otherwise for any breach of its obligations
under clause 10.2 herein.
11. INDEMNITY
a. Each of Parties shall fully indemnify and keep the other Party indemnified against any claims,
losses, penalties and damages arising or resulting from or in connection with any breach by the
first mentioned Party of the terms of this Agreement, the use by the first mentioned Party of any
Personal Data other than in accordance with the terms of this Agreement and/or any breach by
the first mentioned Party of the applicable laws of the country in which such Party is incorporated
and/or doing business.
b. Merchant shall indemnify and keep Global Pagamentos harmless from any claims brought by
Customers and/or any third parties, without limitation collaborators, representatives or
employees, and all costs, expenses, damage, claims and other liabilities incurred by Global
Pagamentos, including, without limitation, claims related to the use of the products and services
offered by Merchant and other claims of a civil and/or criminal nature, as well as any responsibility
or expense (including attorney’s fees and legal costs) related to such claims.
12. WARRANTIES AND REPRESENTATIONS. Each Party hereby represents and warrants to the other Party
that:
12.1 Corporate Existence and Power. It is duly constituted and organised, validly existing and in good
standing under the laws of its country of incorporation, and has all corporate powers and all governmental
licences, authorizations, consents and approvals required to carry on its business as now conducted and as
proposed to be conducted in accordance with this Agreement.
12.2 Additional Representations.
a. Merchant warrants and represents that it is not receiving payments as consideration for the
delivery of any products or services specified in Annex B hereto.

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 b. Merchant acknowledges that any dispute regarding any product or service purchased or
procured by any funds received by the Merchant or the Customer, or any transaction involving
the Services is between the sender and receiver of the funds and/or the third-party goods or
service provider. Global Pagamentos shall not be a party to any dispute between any Merchant,
Customers or any third party. This refers in particular to performance and to liability in respect
of claims relating to the use of the products or services offered by the Merchant. The merchant
undertakes to hold Global Pagamentos harmless for any dispute and/or claim related to the
goods and services that the merchant markets.
13. COMPLIANCE
13.1. Each Party shall be responsible for its own and its agents’ or employees’ compliance with laws and
regulations that apply to such Party, including without limitation all licence, reporting, record-
keeping, and other legal or regulatory requirements in the jurisdictions of such Party’s operation and
business, and/or any other applicable jurisdictions, keeping the other party harmless.
13.2. Each Party shall provide the other Party with such information and assistance as may be reasonably
necessary for the requesting Party's legal or regulatory compliance, subject to the confidentiality
provisions of Section 9 herein and applicable law. The Parties agree to provide each other with any
information that might facilitate their efforts to prevent money laundering and terrorist financing.
14. TERM AND TERMINATION
14.1. Term. This Agreement will enter into force on the Effective Date and will remain in effect for the
period of one (1) year, which term will be automatically renewed upon its expiration for successive
one-year periods until terminated in accordance with this Section 14.
14.2. Voluntary Termination. A Party may terminate this Agreement at any time upon a 30- days prior
written notice given to the other Party. The 30 days will be deemed from the time the other party
receives the written notice.
14.3. Termination for cause. Global Pagamentos may terminate this Agreement with an immediate effect
by serving a written notice to the Merchant, if:
a. Global Pagamentos suspects that the Merchant is involved in the activities listed in Annex B
hereto; or
b. Merchant files for bankruptcy or meeting of creditors; or
c. Merchant does not cooperate regarding provision of the information requested by Global
Pagamentos; or
d. Global Pagamentos cannot continue providing the Services because of the Material Change of
Law, duly justified by writing to the Merchant.
e. Any other breach by the Merchant that would have been mentioned in this Agreement.
14.4. Effect of Termination. Upon termination or expiration of this Agreement or any extension hereof,
each Party shall cooperate, for the ninety day period (the "Winding Up Period") immediately
following the date of such termination or expiration, in the prompt, orderly and efficient conclusion
of the Service, including without limitation completing any in-process Payment Orders, transmitting
any applicable funds relating thereto, performing a final accounting and reconciliation and, returning
or destroying all Confidential Information found in the possession of the receiving Parties of the same
in accordance with this Agreement. All amounts of funds owed by the Parties to each other shall
become due and payable immediately upon termination of this Agreement (except for the amount of
the Deposit in accordance with Section 4 of this Agreement and amounts payable under Section 11
herein which have not been agreed by the Parties).
15. NOTICES
15.1. The Parties’ contact persons, addresses, telephone numbers, and e-mail accounts to receive all sorts
of communications and notices (both legal and ordinary) under this Agreement are provided in Annex
C hereto and may be amended from time to time by either Party by a written notification sent to the
other Party.

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15.2. The Parties agree that all proper electronic correspondence between them shall have evidential force
and may be used as written evidence in the course dispute settlement. The proper electronic
correspondence is exchange with written messages (letters) with the use of electronic communication
between emails of the authorised employees of the Parties specified in Annex C hereto. The Parties
also confirm that only such authorised employees and no one else have access to the emails. The
Parties also acknowledge legal force of the electronic copies of the properly executed documents sent
in the course proper electronic correspondence.
Sufficient confirmation that the electronic message has been sent shall be the copy of outgoing
message with specified addressee, date and time of sending the message, as well as last name and
first name (initials) of the person who sent the message. Taking into account that the electronic
report “read notification” is configured by the recipient of the message manually, it is not mandatory
to have such report.
16. GENERAL PROVISIONS
16.1. Relationship of the Parties. The Parties are independent contractors and nothing in this Agreement
shall make them joint ventures, partners, employees, agents or other representatives of the other
Party. Neither Party shall make any representation that suggests otherwise.
16.2. Amendment; Modifications. No amendment, modification, or change to any provision of this
Agreement, nor consent to any departure by either Party will in any event be effective unless the
same will be in writing and signed by the other Party, and then such consent will be effective only in
the specific instance and for the specific purpose for which given in such writing.
16.3. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason,
the remaining provisions will continue in full force without being impaired or invalidated in any way.
The Parties agree to replace any invalid provision with a valid provision, which most closely
approximates the intent and economic effect of the invalid provision. Each Party must promptly
execute and deliver all such documents, and do all such things, as the other Party may from time to
time reasonably require for giving full force and effect to the provisions of this Agreement. If any of
the clauses of this agreement cannot be fulfilled due to the fault of the other party, the latter must
compensate the other to the extent of the damage caused.
16.4. Governing Law; Consent to Jurisdiction. Brazil law governs this Agreement and its interpretation. The
Parties irrevocably agree that the Brazil courts have exclusive jurisdiction to settle any dispute arising
out of or in connection with this Agreement (including a dispute or claim relating to any non-
contractual obligation). Each Party agrees to waive any objection to the Brazil courts, whether on the
grounds of venue or that the forum is not appropriate.
16.5. Waiver. The failure of any Party to insist on or enforce strict performance of any provision of this
Agreement or to exercise any right or remedy under this Agreement or applicable law will not be
construed as a waiver or relinquishment to any extent of the right to assert or rely upon any such
provision, right or remedy in that or any other instance; rather, the same will be and remain in full
force and effect. Waiver by either Party of a breach of any provision contained herein must be in
writing, and no such waiver will be construed as a waiver of any other and/or succeeding breach of
such provision or a waiver of the provision itself.
16.6. Limitation of Liability. Neither Party shall be liable in contract, tort (including negligence or breach of
statutory duty) or otherwise for any indirect or consequential loss or damage of any kind including
punitive or exemplary damages or for any loss of profit or loss of contract, loss of goodwill or
reputation, loss of opportunity, loss of revenue or third-party loss whether foreseeable or otherwise.
Nothing in this Agreement shall operate to exclude or restrict a Party’s liability for fraud or fraudulent
misrepresentation; for death or personal injury due to negligence; for willful or malicious conduct; for
breaches of Sections 6 or 7; and to the extent that such exclusion or restriction is prohibited under
applicable law.
16.7. Force Majeure. Neither Party will be liable for any losses arising out of the delay or interruption of its
performance of obligations under the Agreement due to any acts of God, acts of civil or military

12
 authorities, civil disturbances, wars, strikes or other labor disputes, fires, transportation
contingencies, interruptions in telecommunications, utility, Internet services or network provider
services, acts or omissions of a third party, infiltration or disruption of the services by a third party by
any means, including without limitation, DDoS attacks, software viruses, Trojan horses, worms, time
bombs or any other software program or technology designed to disrupt or delay the Services (each a
“Force Majeure Event”), provided that the Party delayed will provide the other Party with a notice of
any such delay or interruption as soon as reasonably practicable, will use commercially reasonable
efforts to minimise any delays or interruptions resulting from the Force Majeure Event. In no event
will any failure to pay any monetary sum due under this Agreement be excused for any Force Majeure
Event.
16.8. Entire Agreement. This Agreement together with all Annexes referenced herein sets forth the entire
understanding and agreement of the Parties and supersedes all prior or contemporaneous oral or
written agreements or understandings between the Parties, as to the subject matter of this
Agreement.
16.9. Survival. The provisions of this Agreement relating to any fees or other amounts owed, payment of
interest on unpaid fees, confidentiality, warranties, limitation of liability, indemnification, governing
law, severability, and this Section shall survive termination of this Agreement.
16.10. Assignment. No Party will have the right or the power to assign any of its rights or delegate the
performance of any of its obligations under this Agreement without the prior written consent of the
other Party, except for involvement of the Third-Party Providers by Global Pagamentos in its sole
discretion that the Merchant hereby agrees to.
17. Global Pagamentos Limitation of Liability
17.1. Merchant expressly agrees that the merchant is using the services at its sole risk and that the services
are provided on an "as is" basis without warranties of any kind, either express or implied, including,
but not limited to, warranties of title or implied warranties, merchantability or fitness for a particular
purpose. without limiting the foregoing, Global Pagamentos does not warrant that the process of
using the services and/or the merchant’s account will be uninterrupted or error-free.
17.2. Merchant acknowledges and agrees that, to the fullest extent permitted by the applicable law, the
disclaimers of liability contained in clause 17.1 apply to any and all damages or injury whatsoever
caused by or related to use of, or inability to use, the services under any cause or action whatsoever
of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of
contract or tort (including negligence) and that Global Pagamentos shall not be liable for any indirect,
incidental, special, exemplary or consequential damages, including for loss of profits, goodwill or
data, in any way whatsoever arising out of the use of, or inability to use, the services. The merchant
further specifically acknowledges that Global Pagamentos is not liable for the conduct of third parties,
and that the risk of using the services rests entirely with the merchant. to the extent permissible
under applicable laws, under no circumstances will Global Pagamentos be liable to the merchant for
more than the amount that the merchant has paid to Global Pagamentos for a particular transaction
or payment order. Notwithstanding the foregoing, nothing in this agreement shall affect the
merchant’s statutory rights or exclude injury arising from any wilful misconduct or fraud of Global
Pagamentos.
18. COUNTERPARTS This Agreement may be executed in one or more counterparts. Any single counterpart
or a set of counterparts executed, in either case, by both Parties constitutes a full original of this
Agreement for all purposes.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed in their respective names by
their duly authorised officers as of the date first above mentioned.

Global Pagamentos LTDA [MERCHANT]

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______________________ _______________________
Mr. ………….., director Name (Position)

14
 ANNEX A

SECTION 1. Transactions Service Conditions

1. Fee Schedule

Payment Method Percentage Fee End user surcharge

Pay-in- 3.5 %
BRL

BRL Pay-out- 3.5 %

Binance Pay Pay-in- 1 %

2. Settlement fee
Settlement fee via USDT – 2%.
3. Chargeback fee
In the event that Merchant initiated a hearing on the reasonableness of Chargeback, the Merchant will
additionally compensate Global Pagamentos for the fees charged by the APM Provider..

4. Refund fee
no
5. Rolling reserve
no
6. Payment Terms
The funds of Transactions received by Global Pagamentos shall be transferred to the Merchant’s Bank
Account within three (3) Business Days from the date such funds are credited to the Merchant Account
according to clause 3.2 of this Agreement.
Global Pagamentos’ payment obligations shall be deemed performed from the moment when the
relevant amount is withdrawn from the Global Pagamentos’ Bank Account, not being responsible for the
effective crediting in Merchant's account.

7. Agreement Currency
The Parties agree that the settlement currency is USDT.

Global Pagamentos LTDA [MERCHANT]

______________________ _______________________
Mr. ………….., director Name (Position)

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 ANNEX B
PROHIBITED GOODS AND SERVICES

● Adult Entertainment

● Child Pornography

● Drug Paraphernalia

● Drug Sales

● Internet Gun Sales

● Sexual Encounter Firms

● Unlicensed Money Transmitters

● Ammunition Sales

● Escort Services

● Firearms

● Government Grants

● Home Based Charities

● Pornography

● Tobacco Sales

● Shell banks

Global Pagamentos LTDA [MERCHANT]

______________________ _______________________
Mr. ………., director Name (Position)

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 ANNEX C
COMMUNICATION
Technical issues Finance and legal
AL Email: Email:
Merchant Name: Name:
Email: Email:
Phone No. Phone No.

Global Pagamentos LTDA [MERCHANT]

______________________ _______________________
Mr. ………., director Name (position)

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 ANNEX D
INFORMATION ABOUT MERCHANT

SECTION 1. General information

1. Trading name:
2. Website:
3. Registered office:
4. Principal place of business:
5. Products/services:

SECTION 2. Merchant’s Bank Account details

For SEPA payments For Non-SEPA payments

Beneficiary:
Bank:
Bank Address:
IBAN:
SWIFT:
Please specify in the
payment description

Global Pagamentos LTDA [MERCHANT]

______________________ _______________________
Mr. …………….., director Name (Position)

18