Through this document, the natural or legal person qualified in the Registry (called “PARTNERS”), together with their respective partners or attorneys also qualified in the Registry, who assume the status of joint and several debtors of the PARTNER (hereinafter referred to as “Solidarity Debtors”), and FASTPAY PLATAFORMA DE PAGAMENTOS LTDA., an entity governed by private law, registered under CNPJ nº 50.288.619/0001-11, with headquarters at AVENIDA MIGUEL SUTIL, number 8388, SANTA ROSA neighborhood, EDIF: Avant Garde Business, in the city of CUIABÁ – MT, CEP: 78.040-365 (hereinafter referred to as “FASTPAY LTDA”), enter into this agreement with the Terms and Conditions of Use (“Agreement”), under the following terms and conditions:

By accepting this term, the PARTNER agrees to the terms and conditions of this Agreement. All conditions established in this Agreement will be considered valid after the first Transaction has occurred.

FASTPAY reserves the right to modify the conditions of this Agreement at any time, upon prior notice and without incurring charges or penalties.

By adhering to this Agreement, the Joint Debtors assume the status of joint debtors and expressly undertake to pay any debts of the PARTNER.

This Agreement specifically applies to the use of the Services offered by FASTPAY to the PARTNER, with the PARTNER acting as an indicator of the Fastpay Platform Services. The legal relationship between the REFERRING PARTNER and FASTPAY is regulated by a separate contract.

The most up-to-date version of this Agreement can be consulted at any time through the following link: [Insert Link].

 

1. OBJECT

1.1. The purpose of this Agreement is the accreditation of the PARTNER to the Fastpay Payment System, for the provision of the following Services:

(a) Registration and accreditation of the PARTNER to the Fastpay System, enabling them to accept payments by Card;

(b) Enabling the PARTNER to receive payment by bank slip, instant payments via Pix or other methods that may be made available by FASTPAY; It is

(c) Advance payments for Card Transactions.

1.2. The definitions that allow a better understanding of this Agreement are indicated below by the first capital letter:

“Financial Agenda”: ​​control system that reflects the movement of the PARTNER’s credits and debits, derived from Transactions carried out through the Fastpay Platform in the contracted period.

“Issuer Authorization”: information provided by the Issuers after the Transaction has been carried out by the PARTNER, that: (i) the Card is not blocked or cancelled; (ii) the Cardholder’s available credit limit supports the Transaction; (iii) there is no duplication of the Transaction; and (iv) there is no impediment to the capture and settlement of the Transaction, according to the criteria used by the Issuers (geographical location of the PARTNER, branch of activity, value of the Transaction, signs of fraud, among others).

“Flag”: creators of payment arrangements, responsible for regulating and supervising the issuance of Cards and the accreditation of PARTNERS.

“Registration”: form completed by the PARTNER in the Fastpay System, electronically, containing the data necessary for accreditation to the Fastpay System.

“Transaction Cancellation”: operation that can be carried out by FASTPAY in the event of an irregularity in the Transaction or when requested by the PARTNER, which characterizes the cancellation of the Transaction and the failure to pay the Net Amount to the PARTNER or the reversal of the credit in the calendar of receivables.

“Card”: payment instrument made available by Issuers in the form of a plastic card or other physical or digital means, for personal and non-transferable use by Cardholders, accepted in the Fastpay System.

“Chargeback”: dispute of a Transaction carried out with the PARTNER, by Issuers or Card Holders, which may result in the Net Amount not being paid to the PARTNER or in the reversal of the credit in the Financial Agenda.

“Accreditor”: payment institution that, without managing a payment account, enables Establishments to accept payment instruments issued by Issuers participating in the same payment arrangement and participates in the settlement process of payment transactions as a creditor to the Issuer, in accordance with the rules of the payment arrangement.

“Banking Domicile”: current or payment account held by the PARTNER, maintained with a banking or payment institution, which will be registered to receive credits and debits arising from Transactions or other obligations related to this Agreement and its Annexes.

“Issuer”: Payment Institution, card issuer, national or foreign, banking institution or not, authorized by the Brands to issue and grant Cards to Cardholders.

“Related Establishment”: legal entity related to the PARTNER, including, but not limited to, branches, companies with the identity of partners, or that are directly or indirectly controlled by the PARTNER or the Joint Debtors; and who may adhere to this Agreement without the need to register again.

“Partner”: legal or natural person at least 18 years old or emancipated, with the capacity to exercise rights and duties in the civil order, supplier of goods and/or services, constituted and located in Brazilian territory, who, upon completing the Registration and adhering to this Agreement, after your adhesion is approved by FASTPAY, you will be accredited to the Fastpay System.

“Features”: technologies available on the FASTPAY website, owned by FASTPAY, used in the provision of the Services.

“Receivables Negotiation”: operation carried out with a financial institution, investment fund or other creditor, through which the PARTNER carries out the assignment or constitution of some guarantee on the credit rights arising from the Transactions.

“Privacy Policy”: policy that provides for the collection, use, storage, processing, sharing, protection and elimination of PARTNER information, as a result of the use of Services provided by the Fastpay System.

“Bearer”: Customer, end consumer of the PARTNER, natural person or legal representative of a legal entity, holder of a Card issued by the Issuers, authorized to carry out Transactions through the Fastpay System.

“Reserve”: amounts arising from Transactions, which may be retained by FASTPAY, as a guarantee of payment of the PARTNER’s debts, due to Chargeback, cancellation or other cases of reversal of Card Transactions.

“Services”: services that will be provided by FASTPAY to the PARTNER under this Agreement.

“Fastpay System”: technology and procedures provided by FASTPAY (as well as by Issuers, Brands, Acquirers, financial institutions, service providers, among others), which performs the capture, processing and settlement of Transactions.

“Registration System”: system intended for recording receivables units resulting from Transactions, centralizing information arising from credit operations, financial and non-financial obligations, and the respective receivables schedules informed by the Accreditors and Sub-Accreditors.

“Sub-accreditor”: FASTPAY which, as a participant in the payment arrangement established by the Brands, facilitates the process of enabling the PARTNER to accept payment instruments, such as credit and debit cards, physically or electronically, has authorization from one or more Accreditors to accredit PARTNERS and carry out the settlement of Transactions, enabling them to carry out Transactions.

“Discount Rate (MDR)”: remuneration to be paid by the PARTNER, levied on the Gross Transaction Value, comprising: (i) the Transaction Fee, due to FASTPAY; (ii) for the services provided by the Acquirers to capture and process the Card Transaction; and (iii) for the services provided by the Issuers for issuing the Card and authorizing the Transaction, including the remuneration paid to the Brands, regardless of whether the Transaction was subject to cancellation, Chargeback.

“Transaction”: operation in which the PARTNER accepts Card for payment resulting from the sale of products and/or services to Cardholders.

“Domicile Lock”: contract signed by the PARTNER with a financial institution, investment fund or other creditor, by which the PARTNER authorizes the locking of his Banking Domicile or in the Financial Agenda, through the assignment or constitution of some guarantee related to the credit rights arising from the Transactions.

“Gross Value” total value of the Transaction carried out by the PARTNER before deducting the Discount Rate (MDR).

“Net Value”: amount to be paid to the PARTNER due to the Transactions carried out by the Cardholders, after deducting the Discount Rate (MDR), and other fees, tariffs and other forms of remuneration that are owed to FASTPAY under this Agreement .

1.3. This Agreement includes, as annexes (“Appendices”), the instruments related to: (i) Advance Payment of Transactions; and (ii) Prohibited and Restricted Products.

1.4. The PARTNER declares and guarantees to FASTPAY, for itself and for the companies that make up its economic group, on the date of signing this Agreement, that:

(i) It has not been and is not subject to any bankruptcy procedure, judicial or extrajudicial recovery or similar procedure, nor is it insolvent;

(ii) Carry out its activities in accordance with current legislation and regulations applicable to them, as applicable, without carrying out any illicit activity;

(iii) Does not use negative discrimination practices that limit access to the employment relationship or its maintenance, including, but not limited to, grounds of sex, origin, race, color, physical condition, religion, marital status, age , family situation or pregnancy status;

(iv) Authorizes FASTPAY to carry out, on behalf of the PARTNER, communications and requests to the Receivables Registrars so that (i) records of Receivables can be carried out; (ii) creation and removal of liens and encumbrances, of any nature, on the Receivables, upon request from financial institutions and interested third parties; and (iii) disputed consents provided or not provided to third parties and operations contracted or not contracted by the Holders with third parties, in accordance with applicable regulations; and (v) As applicable to your activities: (a) you know the labor and environmental legislation in force in Brazil; (b) does not use child or slave labor in its activities and observes standards relating to occupational health and safety; (c) does not relate to or contract with companies or businesspeople that do not adhere to environmental, labor and environmental standards; (d) possesses and presents, whenever requested, all documents required by labor and environmental legislation; and (e) will keep FASTPAY informed about questions and/or statements from public bodies regarding environmental and labor issues.

2. Accreditation to the Fastpay System

2.1. Accreditation to the Fastpay System will be carried out by the PARTNER’s adherence to this Agreement, which will be effected by the acceptance expressly expressed by the PARTNER.

2.2. The PARTNER, upon completing the Registration and providing all required data, will be civilly and criminally responsible for the veracity of the information declared; obliging to keep your data updated before FASTPAY, otherwise the value of the Transactions will not be transferred until regularization by the PARTNER.

2.3. The PARTNER may not, without authorization from FASTPAY, carry out Transactions (i) in segments or branches of activity other than those indicated on the accreditation portal, (ii) in activities considered illegal, contrary to current laws or the rules of the Central Bank of Brazil, or that are prohibited by Accreditors, Brands or Issuers, (iii) when their status is suspended, downloaded or inactive before the Federal Revenue Service and/or State Finance Departments and other competent bodies, under penalty of automatic disqualification from the FASTPAY Platform.

2.4. The PARTNER must keep all their data updated with FASTPAY, including the email for communication, committing to forward the documents proving the changes, whenever requested. In the event of a corporate change, the PARTNER must forward to FASTPAY the respective documents proving the change and, if necessary, its partners must register again in the Fastpay System, by completing the Registration and accepting this Agreement.

2.5. At any time during the term of this Agreement, FASTPAY may require new information and documents, which the PARTNER undertakes to provide within a maximum period of 05 (five) business days. If the obligations set forth herein are not met, FASTPAY may, at its sole discretion, stop transferring the value of the Transaction, until the situation is regularized by sending the requested information or documents.

2.6. FASTPAY may, at any time, at its sole discretion, request copies of documents or statements from the PARTNER, in order to verify the veracity of the data provided in the Registration.

2.7. The PARTNER declares awareness and agrees that consumers who made purchases on their domain may be contacted by FASTPAY in order to verify the regularity of the transaction, receive products/services, recover disputed amounts and other information, which may be used to decision-making regarding the redemption of resources available in the Financial Agenda.

2.8. FASTPAY recommends that the PARTNER register on the Reclame Aqui website, so that the PARTNER can respond to the requests of Cardholders, in order to avoid the application of Chargeback and the absence of transfer or refund of the Net Value of Transactions.

2.9. The PARTNER may, through the Functionalities and without the need to complete a new Registration, accredit Related Partners.

2.9.1.  All provisions of this Agreement apply to the Related Partner, which become applicable upon their accreditation by the PARTNER.

2.9.2. The PARTNER and the Solidarity Debtors, their partners, holders and third parties with powers granted through a power of attorney that authorizes them to access the Platform to manage the Financial Agenda, assume, jointly and severally, responsibility for any debts of the Related Partner, so that FASTPAY You may collect them jointly or individually, under the terms set out in this Agreement, including denying them to credit protection agencies.

2.10. In the event that FASTPAY identifies incorrect or untrue data provided by the PARTNER or, even, if the PARTNER refuses or fails to send the requested documents, FASTPAY may temporarily suspend the accreditation, block the Services provided for in this Agreement, without the need for prior notification to the PARTNER and without prejudice to the adoption of other measures deemed necessary; not generating any type of compensation or reimbursement for the PARTNER.

2.10.1. The provisions indicated above will also be applicable in the event that FASTPAY identifies or understands that the PARTNER’s activity violates the rules of the Payment Arrangements, current legislation, the rules of the Central Bank of Brazil or the terms of this Agreement; which may subject the PARTNER to the cancellation of their accreditation and immediate exclusion from the Fastpay System, regardless of any prior warning or notification.

2.11. The PARTNER must register a login and password to access the Functions, the use of which must comply with the applicable terms and conditions of use.

2.11.1. The PARTNER is exclusively responsible for using the Features using their login and password, which are personal and non-transferable and must be kept confidential for all legal purposes.

2.11.2. When the PARTNER is a legal entity, it will only give access to the login and password, to use the Functions, to its managing partners and/or third parties with powers granted by power of attorney to conclude legal transactions in its name, all of whom are jointly and severally liable before FASTPAY , for all acts and businesses carried out through the Features.

2.11.3. The PARTNER must notify FASTPAY of the loss, misplacement or improper access to their login and password, so that the necessary measures can be taken to block access to the Features. All acts carried out up to the date of communication will be considered the PARTNER’s responsibility.

2.12. The PARTNER declares to be aware that FASTPAY, when confirming the completion of Transactions through the Fastpay System, may identify the PARTNER’s corporate name and address, with the aim of improving governance and communication between the Cardholder and the PARTNER .

2.13. The PARTNER and Solidarity Debtors authorize FASTPAY to obtain, at any time, a personal and/or commercial credit report from third parties, such as the Brazilian Federal Revenue Service, the National Financial System Customer Registry – CCS and credit agencies such as Boa Vista, SPC and SERASA.

3. Services related to Card Transactions

3.1. The Services will be provided by FASTPAY remotely, through the provision of technologies that integrate the Fastpay System, so that the PARTNER can sell their products and/or services, which include:

(a) The capture and processing of Card Transactions accepted by the Brands that are part of the Fastpay System; (b) Submission of Transactions carried out with Cards through an Acquirer for approval by Issuers and Brands, without interference or participation by FASTPAY in the Transaction approval processes;

(c) The settlement of the Net Value of Transactions, after receipt from the Acquirer, and the discount of the Discount Rate (MDR) and other fees and charges owed to FASTPAY.

3.2. When performing the Services, the Card market rules stipulated by the Brands and Accreditors that are part of the Fastpay System fully apply to the PARTNER.

3.2.1. The PARTNER declares to be aware that, for technology services that depend on services provided by Accreditors, Issuers and third parties, FASTPAY cannot be held responsible or assume any responsibility for failures, errors, interruptions, malfunctions or delays of the Services, not ensuring the maintenance of the Fastpay System and Functionalities in an uninterrupted manner, without moments of unavailability or slowness.

3.2.2. Card Transactions may be processed by any Acquirers that are part of the Fastpay System, with FASTPAY remaining responsible for fulfilling the obligations set out in this Agreement.

3.3. FASTPAY will capture and settle Transactions for the Brands that are part of the Fastpay System, and it may be necessary to enter into other contractual instruments with FASTPAY partners to carry out Transactions with certain Brands.

3.4. The provision of Services by FASTPAY to the PARTNER will be operationalized in the form of Transactions carried out with Card, payment of bank slips and instant payments through Pix Checkout.

3.5. In all Transactions carried out online or without a Card present, the PARTNER fully assumes the risk of Chargeback and default by Cardholders, in cases where there is no payment for the Transaction by the respective Issuer or by the respective Acquirer, for any reason.

3.6. The PARTNER, without prejudice to other obligations and responsibilities, is responsible for:

(a)  Adequacy and integration of your system with the Functionalities for carrying out Transactions online or without a Card present, bearing all costs that may be incurred for such an act;

(b) Compliance with the rules determined by FASTPAY regarding the technology to be used on its Platform;

(c) Guarantee of a safe environment for browsing and carrying out Transactions by Cardholders, in accordance with the technology rules established by FASTPAY, Accreditors, Issuers and/or Brands;

(d) Compliance with security rules in relation to Transaction traffic;

(e) Maintenance and control of all content on its Platform, including texts, information, prices and images, with the PARTNER assuming any and all responsibility for any resulting damages, mainly towards the Users;           (f)        Content of your Platform, committing to expressly indicate your business name; the CNPJ or CPF number in the case of an individual, the company address; the email address and telephone number for supporting Cardholders, the deadline for delivery of products, exchange, return and regret policies, keeping this information always up to date in accordance with current legislation;

(g) Provision of clear and objective information about the product or service offered on its Platform, keeping it updated and compatible with that published on its websites, sales pages and areas external to its respective websites; It is

(h) Compliance with applicable legislation for electronic commerce and the internet, committing to disclose all information determined by Decree 7,962/2013, adopt privacy policies to protect the personal data of Holders, in accordance with the Marco Civil da Internet ( Law No. 13,543/2014) and the General Personal Data Protection Law (Law No. 13,709/2018), inform the prices of its products and/or services in accordance with Law No. 10,962/2004, and comply with the provisions of the Code applicable Consumer Protection Regulations.

3.7. The PARTNER is solely responsible for the information, promotions, advertisements, brands and any content contained on the Platform, exempting FASTPAY from any and all liability arising from non-compliance with any standards and/or third-party complaints.

3.8. The PARTNER declares to be aware that: (i) it cannot authorize any third party to intermediate, for any purpose, the exchange of data between its Platform and FASTPAY.

3.9. The PARTNER is responsible for the confidentiality of all data that make up the Transactions, and its use for any purposes other than obtaining authorization and effective capture of the Transaction is expressly prohibited.

3.10. FASTPAY will make its best efforts to ensure that the PARTNER makes adequate use of the Functions that enable the completion of Transactions. However, failures, interruptions or problems are predictable, given that it is a technology service and depends on services provided by third parties (such as Brands, Accreditors, Issuers and service providers).

3.11. No responsibility can be attributed to FASTPAY for failures, interruptions or problems in the tools made available to carry out Transactions, and the PARTNER is responsible for having other tools available to enable sales and receipt of the price.

4. Chargeback, Cancellation of Card Transactions and Dispute

4.1. The PARTNER represents and guarantees that it will be fully responsible for the veracity, accuracy and compliance of the information and details of commercial relationships with Cardholders.

4.2. The Issuer’s Authorization does not characterize the regularity of the Transaction, only the validity of the Card and the existence of the Cardholder’s credit limit to carry out the Transaction, making it possible, subsequently, for the Chargeback to be applied by the Issuing Bank on the cardholder’s credit card and the reversal or non-payment of the Transaction to the PARTNER. A Fee will apply to the Transaction subject to Cancellation, Reversal or Chargeback.

4.3. FASTPAY will deduct the cancellation or Chargeback applied by the Issuing Bank and debit the value of the respective Transaction from future credits, whenever: (i) the Issuer or Card Holder challenges the Transaction to the Issuing Bank due to suspected fraud or any irregularity; or (ii) failure by the PARTNER to comply with the terms of this Agreement, the Annexes and/or FASTPAY guidelines.

4.4. Considering that all Transactions are carried out online or with a Card Not Present, the PARTNER fully assumes the risk of Chargeback and default by the Cardholder, when the Transaction is not paid by the respective Issuer, for any reason.

4.5. If there is any event resulting from cancellation, reversal or Chargeback of the Transaction, FASTPAY will automatically stop paying the Transaction to the PARTNER, who declares himself aware and consenting to the risks arising from the Transaction carried out online or with a Card Not Present, due to possibility of fraud committed by third parties, through the improper and/or unauthorized use of Cards, including – but not limited to – theft, theft, loss, misappropriation, misappropriation or any other means of fraud.

4.6. The Cancellation of the Transaction, when requested by the PARTNER, is subject to the existence of sufficient credits in the receivables schedule to make it possible to offset the respective value and will depend on authorization from the Issuer.

4.7. If payment for the Transaction subject to Cancellation or Chargeback has been made, even in advance, FASTPAY will retain and offset such amount against the PARTNER’s future credits, under the terms set out in the Agreement.

4.8. If the PARTNER does not have a sufficient balance in the Financial Agenda to settle outstanding debts, FASTPAY, regardless of any prior notification, may use the following means to settle said debt: (i) discount at the registered Bank Domicile, (ii) compensation of amounts in other financial schedules owned by the debtor PARTNER, (iii) proceed with the recovery of Chargeback from the PARTNER’s end consumers, with 100% of the recoveries values ​​being retained, until the moment the Financial Schedule has sufficient balance , (iv) issuance of a payment slip, (v) negative approval from credit protection bodies; (vi) administrative or judicial proceedings, among others.

4.9. The PARTNER declares to be aware that the Cardholder may not recognize or disagree with the value of the Transaction carried out through the Fastpay System, even if the Transaction has been authorized by the Issuer. In this case, FASTPAY will retain the value of the Transaction until the Cardholder’s complaint has been definitively resolved by the PARTNER.   4.10.    Chargeback may be applied by the Issuing Bank, at the request of the holder, within 12 (twelve) months from the completion of the Transaction, and even if there is Authorization from the Issuer and payment of the Transaction by FASTPAY, in accordance with the rules stipulated by the Flags.

4.11. The PARTNER assumes full responsibility for the acts carried out by him that result in any fines or penalties that may be applied by the Brands, Accreditors, Central Bank of Brazil or other members of the payment methods market, being authorized, also in this case, the retention and clearing of Transactions to cover any financial risks before FASTPAY.

4.12. If the PARTNER fails to comply with its obligations under this Agreement, even if the Transaction has been approved by FASTPAY, the Transaction amount will not be transferred or, if it has already been transferred, it will be subject to a refund.

4.13. The above rule will also be applied in the following situations: (i) if the Transaction is refunded by the PARTNER or FASTPAY; (ii) if the information relating to the Transaction is incomplete, inaccurate or untrue; (iii) if FASTPAY finds that the Transactions, due to their characteristics, expose the Cardholders and/or FASTPAY to risk; (iv) if the Transaction is not proven; (v) if there is an order from a legitimate authority preventing the transfer or determining the blocking, attachment, seizure, custody or deposit of credits in an account other than the PARTNER’s Financial Agenda; (vi) if there is an error in the Transaction approval process or approval is denied; (vii) if the PARTNER changes any Transaction data after approval by FASTPAY; (viii) if there is evidence of fraud or illegality in the Transaction; (ix) if the PARTNER carries out a suspicious or irregular Transaction; or (x) if FASTPAY is involved in any legal action regarding the Transaction, without the PARTNER taking the necessary measures to exclude FASTPAY from the dispute.

4.14. The PARTNER is aware that the termination of this Agreement will not exempt him from any analysis and application of the Chargeback by the Issuing Bank. If the PARTNER terminates this Agreement and FASTPAY is investigating a possible Chargeback, the PARTNER agrees that FASTPAY may retain the amounts existing in its Financial Agenda until the analysis is completed, as well as offsetting any debts with the amounts retained.

5. Financial Agenda

5.1. By adhering to this Agreement, the PARTNER authorizes FASTPAY to share its registration and financial information with Accreditors and financial institutions, as well as access by them to the Financial Agenda, for the purpose contracted here.

5.2. The PARTNER’s Financial Agenda may receive credits through: (i) Financial settlement arising from Transactions carried out with Card; (ii) the receipt of funds resulting from the payment of a bank slip in favor of the PARTNER; and/or (iii) receiving amounts due to instant payments through Pix Checkout.

5.3. The PARTNER is aware and agrees that, at any time, FASTPAY may make debits to its Financial Agenda and/or its Banking Domicile and/or charge in any manner permitted by law, relating to (i) fees (ii) tariffs , (iii) services, (iv) fines, (v) penalties, (vi) compensation, among other charges, provided for in the Flags’ regulations.

5.4. FASTPAY may, at any time, use the infrastructure of other institutions within its conglomerate, with regard to receiving funds arising from Transactions carried out with Card, payment of bank slips and instant payments through Pix Checkout, without this implying no changes to the Services.

5.5. FASTPAY may, at any time, use the infrastructure of Fastpay Facilitadora de Escolhas LTDA, registered with the CNPJ under No. 40.128.249/0001-00, with regard to receiving funds arising from Transactions carried out with Card, payment of bank slips and instant payments through Pix Checkout without this implying any change to the Services or binding the provision of services.

5.6. The redemption of resources, via bank transfer, will be carried out within the period indicated by FASTPAY in the Registration or on the FASTPAY platform.

5.7. Requests for the redemption of resources available in the PARTNER’s Financial Agenda will no longer be accepted by FASTPAY when the Banking Domicile is not owned by the PARTNER, or if there is evidence or suspicion of fraud or illegal act, as provided for in current legislation.

5.8. The resources credited to the PARTNER’s Financial Agenda will be kept in a bank account held by FASTPAY, in a first-class financial institution, without any increase or correction of the values.

5.9. The PARTNER will have access to the Transactions carried out by accessing the extract from their Financial Agenda, being able to view the balance and history of transactions over the last 12 (twelve) months in the Features. After this period, FASTPAY is not responsible for maintaining the information.

5.10. The PARTNER may, at any time, as long as they have a sufficient balance to cover withdrawal fees, applicable bank fees and the payment of any debts incurred with FASTPAY, make full redemption of the resources available in the Financial Agenda; except in relation to amounts held as collateral, which must remain in the Financial Agenda until released, in the manner provided for in this Agreement.        5.10.1. Full redemption of resources available in the Financial Agenda is subject to prior approval by FASTPAY. If the PARTNER chooses to redeem the funds in full, they must request FASTPAY, which will proceed with the analysis of the request; and subsequent release of resources (if approved).

5.11. The redemption of resources can only be carried out at the Banking Domicile held by the PARTNER. In case of irregularity, the respective amounts will remain retained and will be kept in the Financial Agenda until regularization occurs, without the incidence of any liens, penalties or charges.

5.11.1. The redemption of resources is conditioned on the absence of debts from the PARTNER or Related Partners. The PARTNER’s debits will be offset against the Related Partner’s credits, and vice versa; taking into account the joint responsibility that exists between them.

6. Service Conditions and Payment Flow Pix Checkout

6.1. The provision of Pix Checkout will be subject to the Partner adhering to this Agreement, in accordance with the conditions defined here and/or disclosed by FASTPAY.

6.2. To enable Pix Checkout, FASTPAY will contract and maintain a commercial relationship with third-party partners and subcontractors, including a relationship with an institution qualified to participate in the Pix arrangement, and processing and settlement of Transactions carried out via Pix in an account held by FASTPAY.

6.3. FASTPAY will not be responsible for the services provided by third parties and partners, including any specific activity related to the processing and approval of Transactions via Pix.

6.4. The PARTNER acknowledges and agrees that, through Pix Checkout, FASTPAY will act as a Collection Agent for payments made by Cardholders. FASTPAY will be the end user receiving the amounts transacted via Pix, being obliged to transfer the amounts owed to the PARTNER, deducting applicable fees and charges, including amounts charged as remuneration to the PARTNER, observing the payment flow.

6.5. Transaction Cancellation via Pix Checkout. In the event that the Transaction carried out by the User with FASTPAY through Pix is ​​canceled or subject to dispute and/or Chargeback, under the terms defined by the participating institutions involved, FASTPAY is obliged to return the amounts received to the User, FASTPAY will be exempt from the obligation to pass on to the Partner exclusively in relation to the canceled Transaction.

6.6. If FASTPAY has already made the transfer to the Partner, the Partner will be obliged to return the amounts to FASTPAY, authorizing the discount in its Financial Schedule of Receivables, or any present or future credits held with FASTPAY, without prejudice to the right of collection by other methods considered appropriate, if the discount does not allow FASTPAY to recover the amount due.

7. Payment of Transactions and Banking Domicile

7.1. Payment of the Net Amount resulting from Transactions will be made by uploading the Financial Agenda. After the PARTNER’s express request on the FASTPAY platform, the funds will be redeemed, through the transfer of the respective value to the PARTNER’s Banking Domicile, within the applicable period.

7.2. Payment will be made at the Net Value, after deducting the amounts owed to FASTPAY, which will be previously deducted from the PARTNER.

7.3. FASTPAY will be responsible for issuing the invoice for the Services provided to the PARTNER under this Agreement, for the value of the Discount Rate (MDR); FASTPAY is responsible for withholding all taxes levied on your remuneration, in accordance with applicable legislation.

7.3.1. To enable the redemption of amounts maintained in the Financial Agenda, the PARTNER must register a Banking Domicile, owned by him, to receive the Net Amount resulting from Transactions, being responsible for maintaining the regularity of the Banking Domicile. If the financial institution of the Banking Domicile declares itself unable, for any reason, to comply with the credit orders issued by FASTPAY, the PARTNER must arrange for their regularization or even indicate and register a new Banking Domicile. FASTPAY is authorized to withhold payment of the respective amounts, without any liens, penalties or charges, as long as the PARTNER does not arrange for a regular change of their Banking Domicile.

7.4. In the event that the date scheduled for crediting the Net Value of Transactions is considered a holiday or a day of non-bank operation in the clearing place of the PARTNER’s Bank Domicile account, payment will be made on the first subsequent business day.

7.5. The PARTNER agrees that FASTPAY, at its sole discretion, may sell, assign, pledge or in any way dispose of FASTPAY’s receivables to the Accreditors, arising from the PARTNER’s Transactions, in no way affecting the PARTNER’s right to receive the Amount Net of its Transactions, on the dates of the respective transfers.

7.6. The PARTNER will have access to Transactions pending payment through access to the FASTPAY platform, being able to view the balance and statement of transactions. The availability of the balance and statement of transactions is characterized as accountability, for all legal purposes.

8. Receivables Negotiation

8.1. In compliance with applicable legislation, FASTPAY will register, in the Registration System, the units of receivables arising from Transactions carried out by the PARTNER in the Fastpay System.

8.1.1. The registration of receivables units will be carried out at the Net Value of Transactions, after deducting the Fees owed by the PARTNER to FASTPAY under this Agreement.

8.1.2. The PARTNER declares to be aware that FASTPAY will send and keep updated, in the Registration System, information related to the quantity and value of Transactions carried out in the Fastpay System, including the existence or not of advance payment of Transactions.

8.2. The PARTNER may, upon prior and express communication to FASTPAY, assign or pledge the Net Value of Transactions in favor of financial institutions, investment funds or other creditors, through Receivables Negotiation.        8.2.1.   Once the Receivables Negotiation has been agreed, the payment of the Net Value of the Transactions will be made directly at the Banking Domicile linked to said operation.

8.3. Receivables Negotiation will be maintained until: (i) cancellation is made in the Registration System, at the request of the respective creditor; (ii) the PARTNER proves the release of the guarantee or termination of the assignment, in a written document issued by the creditor; or (iii) there is a court order determining release.

8.4. The PARTNER will remain responsible for the legitimacy and legality of the Transactions carried out in the Fastpay System, so that FASTPAY will carry out the settlement at the Bank Domicile linked to the Receivables Negotiation, after cancellation, Chargeback or any form of reversal of the Transactions, in accordance with the terms provided for in this Agreement.

9. Advance Payment of Transactions

9.1. The PARTNER may request FASTPAY to receive the Net Value of Transactions in advance, through the FASTPAY platform; It is FASTPAY’s sole discretion whether or not to anticipate payment of Transactions.  9.2.      Once requested by the PARTNER to receive the Net Value of Transactions in advance, through the FASTPAY platform, the mandate is now configured so that FASTPAY, in a discretionary and unilateral manner, advances or not the payment of Transactions, being able to collect and pass on the respective values ​​to the requesting PARTNER.

9.2.1. The request for advance payment is subject to prior analysis, based on FASTPAY’s own criteria, in relation to the Transactions carried out and the PARTNER’s financial situation, with approval not being guaranteed, not characterizing a credit operation and not incurring an interest rate of any nature.

9.2.2. Even if the PARTNER has Transactions to be settled by the Fastpay System or has had previous advance payments approved, FASTPAY is not obliged to advance the payment of the Net Value of the Transactions.

9.2.3. Payment will be made at the Net Value, after deducting the Discount Rate (MDR) and, additionally, the Advance Fee charged to the PARTNER, in a single way, anticipating all installments that would eventually be credited.

9.3. The value of the Advance Fee to be paid due to pre-payment is fixed, and there is no agreement on conditions or establishment of interest, since the advance payment of transactions is part of the very nature of electronic commerce, with some ‘ s needing constant cash flow to carry out sales intermediation.        10.       Chargeback Dispute and Recovery

10.1. After application of the Chargeback by the Issuing Bank, FASTPAY will notify its occurrence to the PARTNER, who may collect evidence that demonstrates the regularity of the transaction and send it to FASTPAY, so that a dispute process can be opened with the Issuing Bank, as long as they are respected the deadlines indicated in the notification.

10.2. FASTPAY at no time guarantees success in the outcome of Chargeback disputes, as they depend on respect for the deadline and documentary evidence presented by the Merchant for sending to the Issuing Bank.

10.3. Concomitantly with the Chargeback dispute and with the acceptance of this Terms of Use, FASTPAY may use the evidence produced by the Establishment to contact end consumers to request due payment, in transactions whose status is “Chargeback”, but which have a code tracking document proving delivery of the product or service.

10.4. In such communication with the end consumer, if the recovery is successful, it will be indicated that the consumer carries out the payment transaction for the amount due to FASTPAY, which will deduct the Discount Rate (MDR), the Advance Fee (if any) and the Chargeback Recovery Rate, the latter at a rate of 15% of the gross recovery value.

10.5. In the event that the PARTNER’s Financial Agenda lacks liquidity, that is, it is negative, FASTPAY is now authorized to contact the end consumers of the respective PARTNER, in order to recover the Chargeback, in the manner already explained, however, the Chargeback Recovery Rate will represent the total of all amounts recovered, until the Financial Schedule gains liquidity.

11. Compensation and Reserve of Values

11.1. The PARTNER acknowledges and agrees that FASTPAY may maintain a minimum monthly reserve amount (“Security Reserve”) of its Financial Agenda, to be calculated in accordance with FASTPAY’s risk criteria, with the aim of mitigating any high level of operational or financial risk associated with the respective PARTNER or compensate, with any amounts owed to the PARTNER and/or Related Partner, debts of any nature from the PARTNER and/or Related Partner to FASTPAY, in accordance with the provisions of this Agreement.

11.2. The Security Reserve may be maintained by FASTPAY, including after the end of the Contract to cover any amounts due due to Losses and/or Chargebacks owed to FASTPAY.

11.3. FASTPAY may withhold, at its sole discretion, any and all amounts that the PARTNER has to receive if, in the judgment of FASTPAY, there is a high level of operational or credit risk associated with the performance of the PARTNER, its Home Institution or any of the transactions related to this or the other recipient(s).

11.4. When FASTPAY understands that there is a high level of financial risk, due to excessive cancellation of Transactions, Chargeback, complaints from Users, sudden reduction in Transaction processing or as determined by Brands or Accreditors, the value of the Reserve will be increased, according to the new limit established PARTNER.

11.5. FASTPAY will request, whenever necessary, proof of sending the order (tracking code, proof of delivery, among others), and the PARTNER will have up to 10 (ten) calendar days after the sale to do so. In case of failure to deliver the documents or if FASTPAY understands that the documents delivered do not prove compliance with the obligations, FASTPAY will carry out the Security Reserve for a period of 180 (one hundred and eighty) days, with the purpose of protecting FASTPAY and the Holders regarding the payment of the value of irregular Transactions.

11.5.1. For the PARTNER to prove the delivery of products or services, they must, at a minimum and without prejudice to other measures: (i) keep the documents that prove the delivery of the product and/or the provision of the service; (ii) if the product is in transit, inform FASTPAY of the product’s shipping tracking code (issued by the Post Office or a carrier); (iii) prove the effective provision of services; and (iii) record all contacts between the Cardholder and their support, in order to prove the attempt to resolve any complications that may result in a dispute with the Transactions.

11.5.2. The PARTNER declares to be aware and agrees that FASTPAY may adopt all necessary measures to verify the regularity of Transactions, and may even directly contact Cardholders to verify the regularity of Transactions.

11.5.3. If the regularity of the Transactions subject to dispute is not proven, FASTPAY may (i) increase the value of the Reservation made, with the retention being maintained during the Chargeback period stipulated by the Brands or for a period of 180 (one hundred and eighty) days, whichever whichever is greater; (ii) fail to pay for the Transaction; (iii) deduct from your future credits the amount equivalent to Chargeback disputes; or (iv) suspend the Services and the PARTNER’s accreditation to the Fastpay System and not carry out new Transactions, blocking the PARTNER’s access to the Features until it is protected from financial risks; and/or (v) terminate this Agreement.

11.5.4. During the period of analysis of the regularity of Transactions subject to FASTPAY, the redemption of resources by the PARTNER will be prohibited.

11.5.5. The PARTNER declares to be aware of the possibility of suspending payment for Transactions, for the time necessary to determine any Chargeback, when any Transaction is carried out that is not compatible with the value, nature or activity of the PARTNER or is suspected of fraud or unlawful act.

11.6. In cases where there is illiquidity, insolvency, request for judicial or extrajudicial recovery, request for bankruptcy, closure of activities or any other hypothesis in which the PARTNER’s difficulty in fulfilling its contractual and/or legal obligations is characterized, FASTPAY reserves has the right to retain the credits owed to the PARTNER, in order to guarantee the fulfillment of its obligations towards FASTPAY, the Cardholder or the Acquirer.

11.7. In the event of Chargeback, cancellation of Transactions, non-recognition or dispute by Cardholders, FASTPAY may, alternatively: (i) fail to pay the respective amounts at the Banking Domicile or in the Financial Schedule, if applicable; (ii) make debit entries in the Financial Agenda (if applicable); (iii) offset the amount of the debt with any other credits, present or future, owed to the PARTNER, debiting any charges incurred in accordance with this Agreement; (iv) register liens or encumbrances in the Registration System; and (iv) collect the debt through permitted judicial and extrajudicial means, in the event of no credits to be offset. 11.7.1. Chargeback or other forms of reversal of Transactions may be applied at any time by the Issuing Bank of the cardholder’s credit card, even after the PARTNER has been disqualified from the Fastpay System; In this case, FASTPAY may collect the debts by offsetting the amounts retained in the Financial Agenda or by other means, as indicated above.

11.7.2. Regardless of any notice or notification, the delay or partial payment of any amount owed by the PARTNER to FASTPAY, including fines, tariffs, fees, refunds made unfeasible due to insufficient Financial Schedule, will constitute the PARTNER in default, subjecting him to payment of the following charges, without prejudice to the inclusion of the name and debts of the PARTNER and their Joint Debtors in the register of credit protection bodies: (i) default interest of 1% (one percent) per month, calculated pro rata die; (ii) monetary restatement of the debt by the positive variation of the IGPM/FGV or index that replaces it; (iii) late payment fine of 2% (two percent) on the total amount of the debt; (iv) expenses borne by FASTPAY with any administrative collection or judicial collection of the debt, including legal fees.

11.8. The PARTNER will have a period of 30 (thirty) days to point out any discrepancies or inaccuracies in relation to any of the amounts paid at their Banking Domicile, counting from the date of payment or compensation. After this period, the PARTNER will give full and definitive payment to FASTPAY.

12. FASTPAY Compensation

12.1. In return for providing the Services, the PARTNER will pay FASTPAY the full Discount Rate (MDR), levied on the Gross Value of each Transaction carried out in the Fastpay System.

12.1.1. FASTPAY will charge the full Discount Rate (MDR), but will only receive and invoice the Transaction Fee; the difference will be owed to Issuers, Accreditors and Brands due to the fees charged by them for each Transaction.

12.1.2. The Discount Rate (MDR) may vary depending on the PARTNER’s segment or branch of activity, its location, method of capturing the Transaction, among other criteria adopted by FASTPAY.

12.2. Furthermore, FASTPAY may charge fees and charges for additional Services provided to PARTNERS:

(a) Membership fee: for the PARTNER’s accreditation to the Fastpay System;

(b) Statement Fee: due for the provision of printed statements, reconciliation reports or other documents requested by the PARTNER;

(c) Transaction Cancellation or Chargeback Fee: due as a result of the cancellation of the Transaction or application of the Chargeback;

(d) Advance Fee: due if payment of the Net Value of Transactions is made in advance;

(e) Maintenance Fee: monthly remuneration that will be owed by the PARTNER for using the Fastpay System; It is

(f) Operational Fees: due as a result of administrative and/or judicial procedures, such as compliance with official letters, blocking, seizures, seizures and administrative procedures before the Registrars, to be charged for each event.

12.3. The amounts charged by FASTPAY vary according to the nature of each operation carried out and may be readjusted or changed, and are always available for consultation by the PARTNER through access to the Features or upon request through the service channels.

12.4. Payments to FASTPAY will be made in cash, before being transferred to the Banking Domicile, by offsetting against the credits owed to the PARTNER due to the Transactions carried out.

12.4.1. If there are not enough resources, FASTPAY will send an email to the PARTNER requesting immediate payment of the remuneration; without prejudice to FASTPAY carrying out the compensation with any future credits of the PARTNER.

12.5. Without prejudice to the suspension of Services, if the PARTNER does not have credits to be compensated, FASTPAY will charge the amounts due, plus the late payment charges stipulated in this Agreement.

12.6. FASTPAY may make adjustments to the values ​​of any fees, tariffs or other forms of remuneration, informing the PARTNER in advance, through disclosure through the Features or through prior contact established via email.

12.6.1. If the PARTNER does not agree with the new remuneration conditions, they may request clarification and, if they still do not agree, they may terminate the Agreement. Failure to terminate the Agreement and use of the Services by the PARTNER will be interpreted as full agreement to the new conditions.

12.7. If FASTPAY’s commercial conditions with Accreditors, Issuers or Brands are changed, or new taxes are created or the conditions for calculating and/or charging existing taxes are changed, the resulting costs may be passed on to the PARTNER and added to the remuneration in force, in order to reestablish the economic-financial balance of the provision of Services.

13. Limitation of liability and indemnity

13.1. FASTPAY is not responsible for the products and services sold by PARTNERS, so it cannot be considered as a supplier or part of the supply chain of such products and services, having no responsibility for:

1. a) existence of risks relating to products and services, especially regarding dangerousness or harmfulness;

1. b) insufficiency and/or inadequacy of information on the characteristics of products and services;

1. c) practices of misleading or abusive advertising, as well as coercive, unfair or abusive commercial practices carried out against consumers;

1. d) defects, defects in quality or quantity, or defects resulting from disparity with the indications on packaging, labels, containers or advertising messages.

13.2. PARTNER agrees to defend, indemnify and hold harmless FASTPAY, its officers, directors, employees, agents, subsidiaries, customers, partners, suppliers and affiliates, with respect to any liabilities, costs and resolutions, including, but not limited to, fees of lawyers, supported, relating to any action to defend the violation of these Terms and Conditions of Use caused by the PARTNER himself or an interposed person, authorized or unauthorized.

14. Term and Termination of the Contract

14.1. This Agreement is concluded for an indefinite period, and comes into force upon acceptance of this Agreement, in the permitted forms, or upon completion of the first Transaction by the PARTNER (whichever occurs first).

14.1.1. The PARTNER will be considered capable and qualified with the sending of communication, by FASTPAY to the PARTNER, informing the PARTNER’s accreditation to the Fastpay System.

14.2. This Agreement may be terminated at any time, by the PARTNER and without incurring any burden or penalty, except for compliance with contractual obligations still outstanding, with 30 (thirty) days’ prior notice. FASTPAY may, at any time, terminate this Agreement and any of its Annexes, immediately and regardless of judicial or extrajudicial notification or interpellation, and must use its best efforts to previously notify the PARTNER of this decision.

14.3. However, this Agreement may be immediately terminated by FASTPAY, without prejudice to the reimbursement of losses due by the PARTNER that may be incurred under the terms of this Agreement, in the following cases:

(i) Infringement or attempted infringement, by the PARTNER, of any of the clauses, terms or conditions of this Agreement and its Annexes, as well as any requests or recommendations made by FASTPAY;

(ii) Verification of suspicion or practice of fraud or other illegal acts by the PARTNER;

(iii) Determination of the payment arrangement creators and/or competent authorities;

(iv) Carrying out activities considered illegal or illicit by the PARTNER;

(v) Declaration of bankruptcy, granting of a request for judicial recovery or proposition of extrajudicial recovery or similar procedure, declaration of insolvency of the PARTNER and/or occurrence of any act or fact that demonstrates, at FASTPAY’s sole discretion, the PARTNER’s inability to honor your obligations to FASTPAY or third parties;

(vi) Deadlock between the Parties in defining adjustments or changes to this Agreement;

(vii) Change in corporate control, direct or indirect, or in the management of the PARTNER and occurrence of incorporation, merger, spin-off or any other corporate reorganization, without the prior written consent of FASTPAY;

(viii) Improper use of FASTPAY brands that causes or may cause damage to the image of FASTPAY, the Bandeiras brands and the Pix brand exclusively owned by the Central Bank, without prejudice to the adoption of applicable legal measures;

(ix) Supervenience of changes in the legal or regulatory standards applicable to the object of this Agreement and/or to FASTPAY’s operating market or any fact that substantially changes the procedures or rules object of this Agreement, the PARTNER’s ability to honor the obligations assumed together to FASTPAY and/or the economic-financial balance of this Agreement; It is

(x) If the PARTNER, without authorization from FASTPAY, assigns, transfers, lends or delivers to third parties the equipment or materials received from FASTPAY under this Agreement, or uses such materials or equipment in violation of the specifications established by FASTPAY.

14.4. The termination of the Agreement does not exempt the Parties from full and unrestricted compliance with all obligations arising from the Agreement.

14.5. If the termination of the Agreement occurs due to the PARTNER’s fault, it is hereby established that access to the Services and Functionalities will be immediately blocked, and FASTPAY may retain the PARTNER’s credits, for the period it deems convenient, in order to guarantee its rights; without prejudice to other legal measures that FASTPAY deems necessary.

14.6. In the event of termination of the Agreement, for any reason, the PARTNER undertakes to keep its Banking Domicile active until all Transactions are fully settled.

15. Additional PARTNER Responsibilities

15.1. The PARTNER is responsible for the use of the Features, committing to fully comply with applicable national legislation and other policies made available by FASTPAY.

15.2. The PARTNER may freely negotiate the commercial conditions of the product and/or service with the Cardholders, as long as the conditions set out in this Agreement are complied with.

15.3. The PARTNER declares and guarantees that it will be fully responsible for the veracity, accuracy and conformity of the information and details that it presents to the Users, in relation to the products and/or services sold, as well as for the effective conclusion of the commercial transaction and effective delivery of the product or service; the PARTNER being solely responsible for the quality, quantity, safety, suitability, price, deadline, delivery, functionality and guarantees of its products and/or services.

15.3.1. In the event that FASTPAY finds recurring problems and complaints with the products and/or services sold by the PARTNER, it may temporarily suspend accreditation to the Fastpay System and not carry out new Transactions, blocking the PARTNER’s access to the Features until it is protected from financial risks; without prejudice to the retention of values, under the terms set out in this Agreement.

15.4. THE PARTNER undertakes to exempt FASTPAY from any and all claims or judicial or extrajudicial disputes arising from the use of the Features and the Fastpay System, especially by Cardholders who purchase products and/or services from the PARTNER.

15.5. In the event of filing of legal and/or administrative proceedings against FASTPAY, in relation to any activities or obligations of the PARTNER, initiated at any time, the PARTNER undertakes to immediately assume responsibility for the obligations required or claimed in said processes, exempting FASTPAY from any liability, and undertakes to fully indemnify FASTPAY for any resulting expenses or convictions.

15.6. The PARTNER undertakes to reimburse FASTPAY for all amounts spent in said legal actions or administrative proceedings, as well as to provide guarantee and/or advance payments, within 48 (forty-eight) hours from the request by FASTPAY.

15.7. FASTPAY may debit in the Financial Agenda the amounts for payment of convictions, provision of guarantees for the PARTNER’s responsibility and/or reimbursement of costs with lawyers, expertise and any other judicial or extrajudicial costs or expenses that are spent by FASTPAY.

15.8. The PARTNER undertakes to reimburse FASTPAY for losses suffered as a result of fines and/or penalties applied by Regulatory Bodies, such as the Central Bank of Brazil, Flags, Accreditors, among others, due to acts carried out by the PARTNER, including , but not limited to, for any consequences arising from Chargeback.

15.9. The PARTNER is responsible for any complaints, demands and compensation, of any nature arising from its activity, as well as for any problems with acceptance, quantity, quality, guarantee, price or inadequacy of the goods and/or services offered, including in the event of regret by the Holder, and must resolve any and all disputes directly with the Holder. The PARTNER is also responsible for the correct and timely delivery of the good or service to the address indicated by the Cardholder, and is solely responsible for confirming the delivery of the good and/or execution of the service purchased by the Cardholder. Furthermore, the PARTNER assumes responsibility for carrying out promotional campaigns and granting discounts.

16. Responsibility of Joint Debtors

16.1. The Solidarity Debtors, qualified in the Registration, hereby assume, jointly and severally, in accordance with articles 264 to 285 of the Civil Code, responsibility for compliance with any and all obligations assumed by the PARTNER under this Agreement, including the payment of any PARTNER’s debts and late payment charges that may be incurred on such debts, in addition to compensation for any damages caused to FASTPAY.

16.2. All obligations and responsibilities attributed to the PARTNER in this Agreement apply to the Joint Debtors, of which the Joint Debtors declare their express knowledge.

16.3. Solidarity Debtors expressly waive any order benefit, so that, due to the joint nature of the obligation they assume, FASTPAY may collect any debt or obligation, vis-à-vis the PARTNER and/or the Solidarity Debtors, individually. or joint.

16.4. If the PARTNER is an individual entrepreneur or individual micro-entrepreneur, specific adherence by the Solidarity Debtor will not be necessary, given that the responsibility of the individual extends to obligations contracted in the exercise of business activity.

17. License to Use Features and Brand

17.1. FASTPAY authorizes the use by the PARTNER of the Functionalities, of its title and property, during the term of this Agreement, subject to the terms and conditions established herein.

17.2. The PARTNER is prohibited from: (i) copying or transferring in any way, in whole or in part, under any modalities, free or onerous, provisionally or permanently, the Functionalities, any of their functionalities or information relating to them; (ii) modify the characteristics of the Features; (iii) create computer programs to use the Functionalities, including for integration with other software or hardware; and (iv) copy in any way data extracted from the Functionalities, except in relation to the extract of movements resulting from Transactions.

17.3. The PARTNER acknowledges and agrees that the software related to the Fastpay System and Functions are fully and exclusively owned and incorporate the intellectual property of FASTPAY.            17.4.    The PARTNER is prohibited from any act of reverse engineering, copying, alteration, modification, adaptation, manipulation or unauthorized use of the Functionalities.

17.5. The PARTNER undertakes not to infringe any rights relating to trademarks, patents, industrial secrets or even property, representation and copyright rights of any Services or Functions made available within the scope of this Agreement.

17.6. Furthermore, the PARTNER undertakes not to use the name, brands, logos or any type of distinctive sign of FASTPAY, the Accreditors and/or the Flags illegally or for purposes other than this Agreement.

18. Agreement Modifications and Revisions

18.1. This Agreement and its Annexes may be periodically reviewed by FASTPAY to adapt the provision of Services. FASTPAY may change this Agreement and its Annexes, deleting, modifying or inserting clauses or conditions, at its sole discretion.

18.2. When the change implies a restriction of the PARTNER’s rights, FASTPAY will notify the PARTNER about the change, by email or published in the Features, coming into force after communication or disclosure.

18.2.1. FASTPAY cannot be held responsible for any loss or damage if the failure to receive information about changes to this Agreement occurs due to your registration being out of date.

18.3. If the PARTNER does not agree with the changes, he or she may terminate this Agreement, upon prior notice, without any charge or penalty, as long as he or she is not in debt to FASTPAY.

18.4. The continued use of the Fastpay System by the PARTNER will be interpreted as agreement and acceptance of the changes made.

18.5. FASTPAY may change, suspend or cancel, at its discretion, both in form and content, at any time, any of the Services or Functionalities, by communicating to the PARTNER by email or publication in the Functionalities, with at least 10 (ten ) days in advance.

19. Confidentiality

19.1. The Parties undertake to maintain complete confidentiality of the information obtained under this Agreement, whether classified as confidential or not, covering, but not limited to, those related to the activities under this Agreement, commercial secrets, know-how, business strategies, products under development, financial, banking and statistical data, negotiations in progress, information about software, registration information, among others that are the exclusive property of the other Party, and are obliged not to use them, nor to allow any unauthorized person to use them. become aware of or use them.

19.2. Information that: (i) is already known to the receiving party before the date of execution of this Agreement, as established by documentary evidence, is not considered Confidential Information; (ii) are already or fall into the public domain without any violation of this Agreement or unlawful act of the receiving party; (iii) reach the receiving party legally, from a third party and without any violation of the confidentiality obligations of that third party towards the owner of the Confidential Information; (iv) those whose disclosure has been authorized in writing by the owner of the Confidential Information; or (v) that were independently developed by one of the Parties without it having access to or using the Confidential Information of the other Party.

19.3. Exclusively for the contracted purposes and services, the PARTNER, irrevocably and irreversibly, authorizes FASTPAY and/or its controlled companies to:

(i) Exchange Confidential Information and other information with each other, as well as consult and/or confirm their accuracy on websites and databases in general;

(ii) Share Confidential Information and other information with Issuers, Domicile Institutions, Registrars, Accreditors and Brands;

(iii) Share Confidential Information and other information with its strategic partners and service providers, in Brazil or abroad, for the purposes of fulfilling the obligations of this Agreement, credit assessment, verification and risk and fraud management;

(iv) Use your Confidential Information and other information to create a database, as well as its disclosure in any capacity, as long as it is anonymous, generalized and non-identifiable;

(v) Report transactions that may fall within the provisions of Law No. 9,613, of March 3, 1998, and other standards relating to combating and preventing money laundering, corruption and terrorist financing, including applicable national and international standards and FASTPAY’s internal policies in this regard; It is

(vi) Inform credit protection bodies of data relating to non-payment of obligations assumed by the Customer with FASTPAY.

19.4. The obligation of secrecy will remain valid even upon termination of this Agreement for any reason. Failure to comply with the requirements mentioned in this clause will subject the PARTNER to payment of compensation under the terms of this Agreement and to sanctions and payment of fines and/or Losses, without prejudice to other measures guaranteed by law to the Parties and harmed third parties.

20. Data Protection

20.1. THE PARTNER declares to be aware that FASTPAY has no responsibility for the creation and security of the PARTNER’s virtual environment, not even for the way in which the PARTNER’s customers access such an environment.

20.2. The PARTNER is exclusively responsible for installing and keeping systems and/or devices updated, as well as other items necessary to avoid tampering with the equipment that will have access to the solutions and services provided by FASTPAY.

20.3. Furthermore, the PARTNER must ensure that the configuration of the equipment used by it, whether its own or third parties, meets the minimum security requirements for the use of the solutions and services made available by FASTPAY, so that FASTPAY will be exempt from any liability relating to to this issue.

20.4. This Agreement does not imply the assumption of any responsibility by FASTPAY for any processing of personal data that may be carried out by the PARTNER, companies in the same economic group and/or subcontractors (“PARTNERS’ Affiliates”), the PARTNER remaining solely and exclusively responsible for said processing towards data subjects, competent authorities and/or any related third parties.

20.5. If FASTPAY is sued, administratively, judicially or extrajudicially, due to the processing of personal data carried out by the PARTNER and/or the PARTNER’s Affiliates, including, but not limited to, in situations of security incidents, the PARTNER must do its best efforts to exclude FASTPAY from said demand, without prejudice to reimbursement for any expenses, costs, fines, indemnities and/or burdens that FASTPAY may incur as a result thereof, including, but not limited to, legal, expert and/or accounting fees and/or possible convictions.

20.6. With regard to personal data, the PARTNER declares that he has read and is aware of the content of the FASTPAY Privacy Notice, provided on the website and/or other environments made available by FASTPAY.

21. Combating and Preventing Corruption, Terrorist Financing and Money Laundering

21.1. The PARTNER declares, for itself and its employees, contractors, attorneys, partners, companies that are part of its economic group, and administrators (“Representatives”), that:

(i) Acts in compliance with all laws, regulations, manuals, policies and any provisions related to combating and preventing corruption, money laundering and terrorist financing, including, but not limited to, applicable Brazilian legislation, UK Bribery Act and Foreign Corrupt Practices Act (FCPA); It is

(ii) Has not performed, does not perform and will not perform any acts or practices that, directly or indirectly, involve offering, promises, bribery, extortion, authorization, request, acceptance, payment, delivery or any other act related to undue pecuniary advantage or any other illegal favoritism in non-compliance with the legislation mentioned above and applicable.

21.2. The PARTNER undertakes to inform FASTPAY if any of its Representatives have already exercised or are exercising a public authority function, as well as all family relationships or close personal relationships relating to its Representatives with public authority.

21.2.1. Failure to comply with the provisions set out in this Clause by the PARTNER may result in unilateral termination of this Agreement by FASTPAY, which may automatically suspend compliance with obligations arising from this Agreement and/or terminate it immediately. Violation of this Clause, by the PARTNER or its Representatives, will also give rise to the obligation to compensate FASTPAY for any losses under the terms of this Agreement.

21.3. The PARTNER agrees that FASTPAY may, at any time, audit the PARTNER regarding any information and/or document with the purpose of verifying compliance with the provisions of this Agreement. The audit mentioned here may be carried out by FASTPAY or by a third party indicated and paid for by it, and the PARTNER must, at all times, guarantee broad and unrestricted access to all relevant documents and locations.

22. General Provisions

22.1. The Parties undertake to comply with all legislation applicable to the Services arising from this Agreement, including normative acts issued by the competent authorities and government bodies, such as the Ministry of Finance, the Central Bank of Brazil, the Federal Revenue of Brazil or any other body federal, state or municipal, providing any data or information related to this Agreement.

22.2. The PARTNER declares himself aware and authorizes FASTPAY to use the information, even if related to his registration and resulting from Transactions carried out through the Fastpay System, to create a database, preserving the individuality and identification of each PARTNER.

22.3. The PARTNER authorizes FASTPAY to verify and exchange registration, credit and/or financial information about him/her nationwide, with financial or credit protection entities, including making inquiries to Credit Risk Systems regarding possible debts for which the PARTNER is responsible. and to provide the aforementioned body with information on their registration and credit data.

22.4. The PARTNER agrees that FASTPAY may send informational or advertising messages, by email or through the Features.

22.5. The Parties agree that magnetic, digital or telephone recordings of negotiations involving any product or Services arising from this Agreement may be used as evidence, including in Court, by either Party.

22.6. This Agreement does not generate any exclusivity right for the Parties, nor any other right or obligation other than those expressly provided for herein, excluding any relationship, ostensible or remote, of society, joint venture or association between the Parties, with none of them being authorized to assume any obligations or commitments on behalf of the other.

22.7. The PARTNER authorizes FASTPAY to include, without any charge or charges, its name, brands and logos, address, in marketing actions, catalogs and/or in any other means or promotional material used by FASTPAY, including the communication of its data, such such as: name, address, business name, telephone number, website, email, field of activity, among others; with the exception of the PARTNER’s right to revoke this authorization, at any time, by express and written request.

22.8. The Parties will not be responsible for any failures or delays in fulfilling their obligations, when arising from unforeseeable circumstances or force majeure, in accordance with article 393 of the Brazilian Civil Code, including, among others, governmental acts, interruption in the provision of services under government concession (for example the supply of electricity and telephone services, among others), catastrophes, strikes, disturbances of public order and other events of the same nature.

22.9. In the event of a dispute, the Parties elect the defendant’s domicile. The Parties elect the FASTPAY or PARTNER’s domicile, if FASTPAY so understands, as competent to settle any disputes arising from this Agreement.

And, being thus fair and agreed, the Parties enter into this Agreement, for full knowledge and effects before the PARTNER and third parties.

23. Validity of Subscriptions

23.1. The Parties expressly recognize the veracity, authenticity, integrity, validity and effectiveness of this Agreement, to be concluded by digital or electronic means, recognizing their signature in digital or electronic format as a valid manifestation of consent, including if certificates not issued by ICP are used. -Brazil, under the terms provided for in the Civil Code and Provisional Measure nº 2.200-2/2001.

23.2.      The people indicated and qualified in the Registration declare that they have full powers to adhere to this Agreement, assuming all obligations provided for therein as PARTNER and Joint Debtors, as applicable.

ANNEX I – ADVANCE PAYMENT FOR TRANSACTIONS

This Annex is an integral and inseparable part of the FASTPAY Terms and Conditions of Use (“Agreement”) and aims to establish the conditions under which the PARTNER can request advance payment for Transactions.

1. Definitions

1.1. All the PARTNER’s obligations and responsibilities set out in the Contract, as well as their definitions, apply subsidiarily to this Annex.

1.2. The definitions that allow a better understanding of this Annex are indicated below by the first capital letter:

“Accept”: broad and general acceptance, by the PARTNER, of the applicable conditions for the Advance, in accordance with the established forms.

“Advance”: advance payment to the PARTNER of the Net Amount due due to the carrying out of Transactions in the credit modality.

“Receivables”: units of receivables arising from existing or future credit or debit Transactions, which may be subject to Advance.

“Advance Fee”: additional fee to be paid by the PARTNER to FASTPAY, levied on the Net Transaction Value, due to the Advance of Receivables.

2. Advance Payment of Transactions

2.1. The PARTNER may, at its sole discretion and at any time, stipulate which Receivables it intends to advance, without there being a commitment to Advance all Transactions carried out in the Fastpay System.

2.1.1. FASTPAY may, if it deems it feasible and at its sole discretion, advance payment for Transactions, through prepayment or assignment of Receivables.

2.1.2. To advance payment of Transactions, FASTPAY may request the sending of additional information and documents, in addition to those provided in the Registration.

2.2. Advance payments to the PARTNER may only be made upon request from the PARTNER, in accordance with the periodicity and Advance Rate agreed between the Parties. 2.3. The contracting of the Advance will be considered valid upon acceptance by the PARTNER in the Registration or in the Fastpay System (as applicable), and will remain in force during the agreed period or until there is effective payment.

2.3.1. Unless otherwise stipulated, either Party may cancel the Advance, through simple communication; and payment of Transactions carried out until confirmation of cancellation by FASTPAY will be advanced in the manner provided for in this Annex.

2.3.2. The prior approval of the Advance request does not constitute any guarantee that FASTPAY will approve future requests from the PARTNER, and FASTPAY is responsible for approving or not each of the requests made, at its sole discretion.

2.4. With the formalization of the Advance, the credit rights resulting from the Transactions will be transferred, so that FASTPAY will become the sole and exclusive creditor of the assigned Receivables, covering all guarantees, privileges, prerogatives and other inherent conditions.

2.4.1. To formalize the Advance, the PARTNER hereby authorizes FASTPAY to transfer ownership of the Receivables assigned to the Registration System, carrying out all necessary acts to do so.

3. PARTNER Authorization

3.1. The PARTNER hereby authorizes FASTPAY to consult the Registration System, so that it can have access to all information relating to Receivables from any Accreditor or Sub-Accreditor institution, including number of Transactions, payment frequency and existence of liens or encumbrances.

3.2. Authorization will be given exclusively for the Advance and for the term of the Contract; The PARTNER may revoke this authorization at any time by prior communication to FASTPAY.

3.3. If it is impossible to access the receivables schedules informed by the Accreditors and Sub-accreditors, through FASTPAY, the PARTNER undertakes to make available the information on the Transactions carried out by the respective Accreditors or Sub-accreditors.

3.4. The PARTNER hereby authorizes FASTPAY to share Receivables resulting from Transactions carried out in the Fastpay System, with financial institutions, investment funds or other creditors, who, as assignees, enter into the Advance.

4. General Provisions

4.1. The Advance of Receivables will be carried out, at the sole discretion of FASTPAY, in accordance with current legislation and the rules of Regulatory Bodies.

4.2. The Advance will only be approved by FASTPAY if the PARTNER does not have debts, liens or encumbrances registered in the Registration System.

4.2.1. The existence of restrictions, guarantees or any other operation carried out by the PARTNER in relation to the Receivables may lead to non-approval of the Advance.

4.2.2. In this case, the Advance may be partially carried out if, after payment of the amounts owed to such creditors, the PARTNER still has Receivables subject to assignment.

4.3. The PARTNER is responsible for the validity and legitimacy of Transactions. In case of debit, reversal or cancellation of Transactions, including through Chargeback, the amounts subject to Advance will be automatically offset against future Receivables arising from other Transactions carried out by the PARTNER.

4.3.1. To enable compensation, FASTPAY may register the assignment or encumbrance in the Registration System, against the PARTNER’s future Receivables.

4.3.2. In the absence of future Receivables, the PARTNER must pay the reversed Transactions, within the period indicated by FASTPAY, under penalty of contractually stipulated late payment charges, and without prejudice to the termination of the Contract and the reimbursement of additional compensation.

4.4. The term of this Annex will be equivalent to the term of the Agreement; Either Party may choose to maintain the Agreement and terminate this Annex, at any time and without reason, by means of written notice, 30 (thirty) days in advance.

4.5. The terms and conditions set out in this Annex may be changed in the same ways set out in the Contract.

ANNEX II – APPCALL SERVICES

This Annex is an integral and inseparable part of the FASTPAY Terms and Conditions of Use (“Agreement”) and aims to establish the conditions so that the PARTNER can sell products or services, through the service called “APPCALL”.

1. APPCALL allows PARTNERS to recover purchases in the shopping cart (or cash out) when the Cardholder does not complete the purchase in the Fastpay System.

1.1. The services described in this Annex will be provided by Appcall Servicos de Teleatendimento Ltda, registered with the CNPJ under number 40.712.263/0001-48.

2. APPCALL services will be provided to the PARTNER in accordance with the following conditions: (i) immediately after abandoning the purchase, FASTPAY will make telephone contact with the respective Cardholder, to offer the product or service of the uncompleted purchase; or (ii) make telephone contact with the Cardholder who completed a purchase, to offer new products and/or services.

3. APPCALL will charge specific rates and fees for providing the services provided for in this Annex II, in accordance with the values ​​and conditions previously informed.

3.1. Payment of fees and tariffs will be made through: (i) transfer, by FASTPAY to APPCALL, of the respective amount, on behalf and order of the PARTNER; or (ii) specific charge.

4. The PARTNER recognizes and agrees that APPCALL’s services consist of an obligation of means (and not of results), with the objective only of facilitating the purchase of new products or services; APPCALL does not have any responsibility for the completion or non-completion of the purchase by the User.

5. The PARTNER guarantees that it will be fully responsible for the veracity, accuracy and conformity of the information and details that it presents to APPCALL for offer to Cardholders, as well as for the effective completion of the Transaction and effective delivery of the product or service; the PARTNER being solely responsible for the quality, quantity, safety, suitability, price, deadline, delivery, functionality and guarantees of its products and/or services offered by APPCALL.

6. The term of this Annex II will be equivalent to the term of the Agreement; Any of the Parties may choose to maintain the Agreement and terminate this Annex II, at any time and without motivation, by means of written communication, 30 (thirty) days in advance.

7. The terms and conditions set out in this Annex II may be changed in the same ways as set out in the Contract.

ANNEX III – PROHIBITED AND RESTRICTED PRODUCTS

This Annex is an integral and inseparable part of the FASTPAY Terms and Conditions of Use (“Agreement”) and aims to indicate an exemplary and non-exhaustive list of products that can and cannot be sold by PARTNERS.   1.         This Annex may be constantly updated or changed by FASTPAY, without the need for prior notice, and FASTPAY may at any time, at its discretion, prohibit the sale of products or services registered in the Fastpay System, which it considers to pose risks to Cardholders or FASTPAY.

2. In case of doubts about the possibility of selling a product that is not expressly indicated in this Annex, the PARTNER must consult the legislation or contact FASTPAY directly, under penalty of being disqualified from the Fastpay System.< /li>

3. The PARTNER accepts and agrees that it is their responsibility to ensure that the products for sale on their websites comply with all laws and in accordance with the terms established by FASTPAY.

4. For the PARTNER’s convenience, FASTPAY provides below a non-exhaustive guideline on prohibited and restricted products that cannot be offered for sale using the Fastpay Payment System:

(a) Violation of any provision of Brazilian legislation, including those issued by health, agricultural, animal protection, mineral production and army surveillance bodies;

(b) Drug trafficking, including narcotic substances, anabolic steroids, narcotics, hormones, medicines in general, illicit or controlled substances, steroids, inputs, hallucinogens, poisons (including pesticides, pesticides, their components and the like), illicit drugs, substances that imitate drugs and/or psychoactive products, products/services specifically offered or intended to be used to create drugs or cultivate ingredients for drugs or any other substance that poses a health risk;

(c) Any crimes or sale of products subject to crimes, including products subject to theft, theft or other property crimes;

(d) Trade in bladed weapons, firearms, ammunition, explosives, grenades, fireworks, parts or components for the construction of weapons and replica weapons or similar products;

(e) Prostitution, human trafficking, exploitation of images of minors or objects that encourage sexual crimes and pedophilia, as well as abortion pills, equipment used to perform abortions or that facilitate, encourage or promote the practice of other crimes;

(f) Sale of a product or service that promotes the mutilation of a person, animal or organ and bestiality, escort services and sexual services, escort agencies, services with pornographic content;

(g) Promotion of hatred, violence, discrimination, racial or ethnic intolerance, riots and protests, terrorism, harassment or abuse;

(h) Reproduction, imitation, recreation, modification, copy or replica of any product that violates any copyright, trademark, patent, industrial design, industrial secret and industrial or intellectual property of third parties, or that violates industrial property, legislation Brazilian or any other country, products that contain software for OEM, NFR, copies and/or backup files, license, academic programs and/or developed for any educational entity or industrial secrets;

(i)  Genetically modified organisms, such as organs, tissues, bones, limbs, remains and other products related to the human or animal body;

(j) Precious metals, precious stones, jewelry, antiques and works of art that do not have documentation attesting to their legal origin, as well as the respective tax documentation;

(k) In any way, even if indirectly, it has the purpose or support of committing or preparing for a terrorist act;       (l)        Concealment, management, investment or use of values ​​or other assets arising from criminal activities or to give the appearance of legality to resources arising from such activities;

(m) Operations whose objective is to defraud the law or the rights of third parties, such as selling personal data of third parties or that violate law no. 13,709 – General Personal Data Protection Law;

(n) Motor vehicles (including motorcycles, cars).

(o) Multilevel Marketing Services;

(p) Computer Network/Informatics Services, for the sale of access to cyberlockers;

(q) Financial services, including, but not limited to, traveler’s checks, money orders, foreign exchange, virtual currencies and cash advances by non-financial institutes;

(r) Any other product or service prohibited by one or more Flags.

4. The hypotheses listed above are merely exemplary and not exhaustive, and must be interpreted comprehensively; FASTPAY may establish other prohibited activities and/or products deemed inappropriate or illegal, at its sole and exclusive discretion, or by virtue of Brazilian legislation.

4.1. Regardless of the exemplary list above, it is the PARTNERS’ responsibility, before selling or purchasing any product, to verify the legality of the products, activities, advertisements and means of dissemination, in accordance with Brazilian legislation.

5. FASTPAY is committed to combating money laundering and all acts that may constitute a crime, and activities that violate Brazilian legislation are not tolerated, such as, but not limited to: (i) financial pyramids or schemes illegal activities that offer customers money in a short period of time, such as misleading advertisements, lottery tickets, prize books, games of chance, bingo, betting, unregulated sweepstakes, prohibited games and the sale of slot machines or that promise to produce currency; (ii) purchases of annuities or lottery or offshore contracts to finance or refinance debt; (iii) sale of non-existent or unsellable products; (iv) sale of credit securities or exclusive products from financial institutions, the Stock Exchange, or those regulated and not regulated by the Central Bank of Brazil, the Securities and Exchange Commission or the World Trade Organization; (v) debt settlement services, credit recovery, loans, card issuance or financing of criminal organizations; (vi) that involve corruption, money laundering, embezzlement, currency evasion or any other crime provided for by law; (vii) that in any way violate or disobey customs rules; and (viii) products that promise success in lotteries or games of chance.

6. Violation of rights relating to industrial property will result in the PARTNER’s civil and criminal liability, in accordance with the penalties provided for in Brazilian legislation and in other countries.

7. FASTPAY will contribute to authorities that may request information, documents, clarifications, reports or verification of activities that may violate the provisions of the Legislation or the rights of third parties. Whenever possible, FASTPAY will inform PARTNERS about any requests.

8. Given the nature of the Services provided under the Agreement, FASTPAY may monitor the activities of PARTNERS, the products advertised on the platforms and the purchases made by Cardholders, in order to verify compliance with this Agreement.

8.1. If a violation of the Agreement or its Annexes is found, FASTPAY may suspend the provision of Services, withhold payments arising from Transactions, in accordance with the conditions set out in the Agreement and even terminate the provision of Services.

8.2. If you have any questions regarding the terms and conditions described here, the PARTNER may contact you through the Fastpay Platform or other available service channels.

9. The terms and conditions set out in this Annex may be changed in the same ways as set out in the Contract.

FASTPAY PLATAFORMA DE PAGAMENTOS LTDA.