Terms of Use

Accreditation to the Disrupty Payment Technology System

By means of this document, the individual or legal entity qualified in the Registration (referred to as the "PARTNER"), together with its respective partners or attorneys-in-fact also qualified in the Registration, who assume the status of joint and several debtors of the PARTNER (hereinafter referred to as the "Joint and Several Debtors"), and DISRUPTY TECNOLOGIA (hereinafter referred to as "DISRUPTY TECNOLOGIA"), enter into this agreement with the Terms and Conditions of Use ("Agreement"), under the following terms and conditions:

By accepting these terms, the PARTNER agrees to the terms and conditions of this Agreement. All conditions set forth in this Agreement shall be deemed valid upon the occurrence of the first Transaction.

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

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

This Agreement applies specifically to the use of the Services offered by DISRUPTY TECNOLOGIA to the PARTNER, whereby the PARTNER acts as a referrer of the Services of the DISRUPTY TECNOLOGIA Platform. The legal relationship between the REFERRING PARTNER and DISRUPTY TECNOLOGIA is governed by a separate agreement.

Table of Contents

• Purpose
• Accreditation to the Disrupty System
• Services related to Card Transactions
• Chargeback, cancellation, refunds and collections
• Financial Schedule and withdrawal of funds
• Payment Account, subaccounts and custody
• Pix Checkout
• Payment of Transactions and Bank Domicile
• Negotiation of Receivables
• Advance payment of Transactions
• Chargeback dispute and recovery
• Set-off and reserve of amounts
• Disrupty Tecnologia remuneration
• Limitation of liability and indemnification
• Term and termination of the Agreement
• Additional responsibilities of the Partner
• Liability of the Joint and Several Debtors
• License to use the Features and the Brand
• Modifications and revisions of the Agreement
• Confidentiality
• Data Protection
• Prevention of corruption and money laundering
• General provisions
• Validity of signatures
• Appendix 1 — Prohibited provisions and products
• Annex I — Advance payment
• Annex II — Prohibited and restricted products

1. Purpose

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

Registration and accreditation of the PARTNER to the DISRUPTY TECNOLOGIA System, enabling it to accept payments by Card;

Enabling the PARTNER to receive payment by bank slip (boleto), instant payments through PIX or other methods that may be made available by DISRUPTY TECNOLOGIA; and

Advance payment of Card Transactions.

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

Financial Schedule. control system that reflects the movement of credits and debits of the PARTNER, arising from Transactions carried out through the DISRUPTY TECNOLOGIA Platform during the contracted period.

Issuer Authorization. information provided by the Issuers after the Transaction is carried out by the PARTNER, that: (i) the Card is not blocked or cancelled; (ii) the available credit limit of the Cardholder 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, in accordance with the criteria used by the Issuers (geographic location of the PARTNER, line of business, Transaction amount, indications of fraud, among others).

Card Scheme (Brand). institutions of the payment arrangements, responsible for regulating and supervising the issuance of Cards and the accreditation of PARTNERS.

Registration. form completed by the PARTNER in the DISRUPTY TECNOLOGIA System, electronically, containing the data necessary for its accreditation to the DISRUPTY TECNOLOGIA System.

Transaction Cancellation. operation that may be carried out by DISRUPTY TECNOLOGIA in cases of irregularity in the Transaction or when requested by the PARTNER, which results in the cancellation of the Transaction and the non-payment of the Net Amount to the PARTNER or the reversal of the credit in the receivables schedule.

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

Chargeback. dispute of a Transaction carried out with the PARTNER, by the Issuers or Cardholders, which may result in the non-payment of the Net Amount to the PARTNER or the reversal of the credit in the Financial Schedule.

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

Bank Domicile. checking or payment account owned by the PARTNER, held at a banking or payment institution, which shall 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, domestic or foreign, whether a banking institution or not, authorized by the Card Schemes to issue and grant Cards to Cardholders.

Related Establishment. legal entity related to the PARTNER, including, but not limited to, branches, companies with common partners, or that are directly or indirectly controlled by the PARTNER or the Joint and Several Debtors; and that may adhere to this Agreement without the need to complete a new Registration.

Partner. legal entity or individual of at least 18 years of age or emancipated, with the capacity to exercise rights and duties in the civil order, supplier of goods and/or services, incorporated and located in Brazilian territory, who, upon completing the Registration and adhering to this Agreement, after its adhesion is approved by DISRUPTY TECNOLOGIA, shall be accredited to the DISRUPTY TECNOLOGIA System.

Features. technologies available on the DISRUPTY TECNOLOGIA website, owned by DISRUPTY TECNOLOGIA, used in the provision of the Services.

Negotiation of Receivables. operation carried out with a financial institution, investment fund or other creditor, whereby the PARTNER assigns or creates a security interest over the credit rights arising from the Transactions.

Privacy Policy. policy that governs the collection, use, storage, processing, sharing, protection and disposal of the PARTNER's information, as a result of the use of the Services provided by the DISRUPTY TECNOLOGIA System.

Cardholder. Customer, final consumer of the PARTNER, individual or legal representative of a legal entity, holder of a Card issued by the Issuers, authorized to carry out Transactions through the DISRUPTY TECNOLOGIA System.

Reserve. amounts arising from Transactions, which may be withheld by DISRUPTY TECNOLOGIA, as a guarantee of payment of the PARTNER's debts, due to Chargeback, cancellation or other cases of reversal of Card Transactions.

Services. services to be provided by DISRUPTY TECNOLOGIA to the PARTNER by virtue of this Agreement.

Custodian Institution. financial institution or payment institution duly authorized by the Central Bank of Brazil, with which DISRUPTY TECNOLOGIA maintains a commercial relationship, responsible for the opening, maintenance and custody of the Payment Accounts and Operational Subaccounts owned by the PARTNERS.

Payment Account. payment account, under the terms of the regulations of the Central Bank of Brazil, held at a financial institution or payment institution partner of DISRUPTY TECNOLOGIA, in the name of the PARTNER, intended for the recording of credits and debits arising from Transactions and contracted financial movements.

Operational Subaccount. operational structure linked to the PARTNER's Payment Account, individualized per PARTNER before the Custodian Institution, in which the credits and debits arising from the Transactions processed by DISRUPTY TECNOLOGIA are allocated and recorded, over which the PARTNER is the legal and economic owner, under the terms of this Agreement.

Operational Balance. sum of amounts credited to the PARTNER's Operational Subaccount, arising from Transactions carried out in the DISRUPTY TECNOLOGIA System, less the debits, fees, charges, withholdings, and other amounts owed by the PARTNER to DISRUPTY TECNOLOGIA, to the Card Schemes, to the Acquirers, to the Issuers, to the Custodian Institution and to third parties, in the manner of this Agreement.

Operational Mandate. authorization granted by the PARTNER to DISRUPTY TECNOLOGIA, on an irrevocable and irreversible basis, until the full settlement of all obligations arising from this Agreement, for DISRUPTY TECNOLOGIA to issue instructions to the Custodian Institution regarding the movement of the PARTNER's Payment Account and Operational Subaccount, including for purposes of credit, debit, split, withholding, set off and reversal of amounts, under the terms of this Agreement.

DISRUPTY TECNOLOGIA System. technology and procedures made available by DISRUPTY TECNOLOGIA (as well as by the Issuers, Card Schemes, Acquirers, financial institutions, service providers, among others), which carry out the capture, processing and settlement of Transactions.

Registry System. system intended for the registration of the receivable units arising from the Transactions, the centralization of information arising from credit operations, financial and non-financial obligations, and the respective receivables schedules reported by the Acquirers and Sub-acquirers.

Sub-acquirer. DISRUPTY TECNOLOGIA which, as a participant in the payment arrangement established by the Card Schemes, facilitates the process of enabling the PARTNER to accept payment instruments, such as credit and debit cards, physically or electronically, and holds authorization from one or more Acquirers to accredit PARTNERS and carry out the settlement of Transactions, enabling them to carry out Transactions.

Merchant Discount Rate (MDR). remuneration to be paid by the PARTNER, levied on the Gross Amount of the Transaction, composed of: (i) the Transaction Fee, owed to DISRUPTY TECNOLOGIA; (ii) the services provided by the Acquirers for the capture and processing of the Card Transaction; and (iii) the services provided by the Issuers for the issuance of the Card and authorization of the Transaction, including the remuneration paid to the Card Schemes, regardless of whether the Transaction was subject to cancellation or Chargeback.

Transaction. operation in which the PARTNER accepts a Card for payment arising from the sale of products and/or services to the Cardholders.

Domicile Lock. agreement entered into by the PARTNER with a financial institution, investment fund or other creditor, whereby the PARTNER authorizes the lock of its Bank Domicile or in the Financial Schedule, through the assignment or creation of a security interest related to the credit rights arising from the Transactions.

Gross Amount. total amount of the Transaction carried out by the PARTNER before the deduction of the Merchant Discount Rate (MDR).

Net Amount. amount to be paid to the PARTNER by virtue of the Transactions carried out by the Cardholders, after the deduction of the Merchant Discount Rate (MDR), and of the other fees, charges and other forms of remuneration owed to DISRUPTY TECNOLOGIA by virtue of this Agreement.

1.3. The instruments related to: (i) Advance Payment of Transactions; and (ii) Prohibited and Restricted Products, form part of this Agreement as annexes ("Annexes").

1.4. The PARTNER represents and warrants to DISRUPTY TECNOLOGIA, on its own behalf and on behalf of the companies that make up its economic group, on the date of execution of this Agreement, that:

It has not been and is not subject to any bankruptcy, judicial or extrajudicial reorganization proceeding or similar procedure, nor is it insolvent;

It carries out its activities in accordance with the legislation and regulations in force applicable to them, as the case may be, and does not carry out any illegal activity;

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

It authorizes DISRUPTY TECNOLOGIA to carry out, on behalf of the PARTNER, communications and requests to the Receivables Registrars so that (i) registrations of Receivables are carried out; (ii) the creation and release of liens and encumbrances, of any nature, over the Receivables are effected, upon request of financial institutions and interested third parties; and (iii) consents provided or not to third parties and operations contracted or not by the Cardholders with third parties are contested, under the terms of the applicable regulations; and

As applicable to its activities: (a) it is aware of the labor and environmental legislation in force in Brazil; (b) it does not use child or slave labor in its activities and observes the rules relating to occupational health and safety; (c) it does not relate to or contract with companies or businesspeople that do not comply with environmental and labor rules; (d) it holds and presents, whenever requested, all documents required by labor and environmental legislation; and (e) it shall keep DISRUPTY TECNOLOGIA informed of questions and/or manifestations from public bodies relating to environmental and labor matters.

2. Accreditation to the Disrupty Tecnologia System

2.1. Accreditation to the DISRUPTY TECNOLOGIA System shall be carried out through the PARTNER's adhesion to this Agreement, which shall take effect upon the acceptance expressly manifested by the PARTNER.

2.2. The PARTNER, upon completing the Registration and providing all required data, shall be civilly and criminally liable for the veracity of the declared information; being obligated to keep its data updated before DISRUPTY TECNOLOGIA, under penalty of the transfer of the amount of the Transactions not being carried out until the PARTNER regularizes the situation.

2.3. The PARTNER may not, without authorization from DISRUPTY TECNOLOGIA, carry out Transactions (i) in segments or lines of business different from those indicated on the accreditation portal, (ii) of activities considered illegal, contrary to the laws in force or the rules of the Central Bank of Brazil, or that are prohibited by the Acquirers, Card Schemes or Issuers, (iii) when its situation is suspended, cancelled or inactive before the Federal Revenue Service and/or State Finance Departments and other competent bodies, under penalty of automatic de-accreditation from the DISRUPTY TECNOLOGIA Platform.

2.4. The PARTNER shall keep all its data updated before DISRUPTY TECNOLOGIA, including the email for communication, undertaking to forward the documents that prove the changes, whenever requested. In the event of a corporate change, the PARTNER shall forward to DISRUPTY TECNOLOGIA the respective documents that prove the change and, if necessary, its partners shall carry out a new registration in the DISRUPTY TECNOLOGIA System, by completing the Registration and accepting this Agreement.

2.5. At any time during the term of this Agreement, DISRUPTY TECNOLOGIA 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 fulfilled, DISRUPTY TECNOLOGIA may, at its sole discretion, withhold the transfer of the Transaction amount until the situation is regularized with the submission of the requested information or documents.

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

2.7. The PARTNER declares its awareness and agrees that consumers who made purchases in its domain may be contacted by DISRUPTY TECNOLOGIA for the purpose of verifying the regularity of the transaction, receipt of products/services, recovery of disputed amounts and other information, which may be used for decision making regarding the withdrawal of funds available in the Financial Schedule.

2.8. DISRUPTY TECNOLOGIA recommends that the PARTNER register on the Reclame Aqui website, so that the PARTNER may respond to the requests of the Cardholders, in order to avoid the application of Chargeback and the absence of transfer or reversal of the Net Amount of the Transactions.

2.9. The PARTNER may, through the Features 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 as of its accreditation by the PARTNER.

2.9.2. The PARTNER and the Joint and Several Debtors, their partners, holders and third parties with powers granted through a power of attorney authorizing them to access the Platform to manage the Financial Schedule, jointly and severally assume liability for any debts of the Related Partner, so that DISRUPTY TECNOLOGIA may collect them jointly or individually, under the terms provided in this Agreement, including registering them with credit protection agencies.

2.10. In the event that DISRUPTY TECNOLOGIA identifies incorrect or untrue data provided by the PARTNER or, further, if the PARTNER refuses or fails to submit the requested documents, DISRUPTY TECNOLOGIA may temporarily suspend the accreditation, block the Services provided in this Agreement, without the need for prior notice to the PARTNER and without prejudice to the adoption of other measures it deems necessary; not generating any type of indemnification or reimbursement to the PARTNER.

2.10.1. The provisions indicated above shall also be applicable in the event that DISRUPTY TECNOLOGIA identifies or understands that the PARTNER's activity violates the rules of the Payment Arrangements, legislation in force, the rules of the Central Bank of Brazil or terms of this Agreement; and may subject the PARTNER to the cancellation of its accreditation and immediate exclusion from the DISRUPTY TECNOLOGIA System, regardless of any prior notice or notification.

2.11. The PARTNER shall register a login and password to access the Features, the use of which shall observe the applicable terms and conditions of use.

2.11.1. The PARTNER is solely responsible for the use of the Features through the use of its login and password, which are for personal and non-transferable use and shall be kept confidential, for all legal purposes.

2.11.2. When the PARTNER is a legal entity, it shall only give access to the login and password, for use of the Features, to its managing partners and/or third parties with powers granted by power of attorney to enter into legal transactions on its behalf, all being jointly and severally liable, before DISRUPTY TECNOLOGIA, for all acts and transactions carried out through the Features.

2.11.3. The PARTNER shall notify DISRUPTY TECNOLOGIA of the loss, misplacement or improper access to its login and password, so that the necessary measures may be adopted to block access to the Features. All acts carried out until the date of notification shall be considered the responsibility of the PARTNER.

2.12. The PARTNER declares its awareness that DISRUPTY TECNOLOGIA, upon confirmation of the completion of the Transactions through the DISRUPTY TECNOLOGIA System, may identify the corporate name and address of the PARTNER, with the objective of improving governance and communication between the Cardholder and the PARTNER.

2.13. The PARTNER and the Joint and Several Debtors authorize DISRUPTY TECNOLOGIA to obtain, at any time, a personal and/or commercial credit report from third parties, such as the Federal Revenue Service of Brazil, the Registry of Clients of the National Financial System — CCS and credit agencies such as Boa Vista, SPC and SERASA.

3. Services related to Card Transactions

3.1. The Services shall be provided by DISRUPTY TECNOLOGIA remotely, through the provision of technologies that make up the DISRUPTY TECNOLOGIA System, so that the PARTNER may sell its products and/or services, which include:

The capture and processing of the Transactions of the Cards accepted by the Card Schemes that make up the DISRUPTY TECNOLOGIA System;

The submission of the Transactions carried out with Cards through an Acquirer for approval by the Issuers and Card Schemes, without any interference or participation of DISRUPTY TECNOLOGIA in the Transaction approval processes;

The settlement of the Net Amount of the Transactions, after receipt from the Acquirer, and after the discount of the Merchant Discount Rate (MDR) and other fees and charges owed to DISRUPTY TECNOLOGIA.

3.2. In the performance of the Services, the rules of the Card market stipulated by the Card Schemes and Acquirers that are part of the DISRUPTY TECNOLOGIA System apply in full to the PARTNER.

3.2.1. The PARTNER declares its awareness that, as the technology services depend on services provided by the Acquirers, Issuers and third parties, DISRUPTY TECNOLOGIA may not be held liable or assume any liability for failures, errors, interruptions, malfunctions or delays of the Services, not guaranteeing the maintenance of the DISRUPTY TECNOLOGIA System and the Features on an uninterrupted basis, without moments of unavailability or slowness.

3.2.2. Card Transactions may be processed by any Acquirers that are part of the DISRUPTY TECNOLOGIA System, with DISRUPTY TECNOLOGIA remaining responsible for the fulfillment of the obligations set forth in this Agreement.

3.3. DISRUPTY TECNOLOGIA shall carry out the capture and settlement of Transactions of the Card Schemes that are part of the DISRUPTY TECNOLOGIA System, and it may be necessary to enter into other contractual instruments with partners of DISRUPTY TECNOLOGIA to carry out Transactions with certain Card Schemes.

3.4. The provision of the Services by DISRUPTY TECNOLOGIA to the PARTNER shall be operationalized in the modality of Transactions carried out with a Card, payment of bank slips (boletos) 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 of the Cardholders, in the cases in which there is no payment of the Transaction by the respective Issuer or by the respective Acquirer, for any reason.

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

The adequacy and integration of its system to the Features for carrying out online Transactions or without a Card present, bearing all costs that may be incurred for such act;

Compliance with the rules determined by DISRUPTY TECNOLOGIA regarding the technology to be used in its Platform;

Guarantee of a secure environment for browsing and carrying out Transactions by the Cardholders, in accordance with the technology rules established by DISRUPTY TECNOLOGIA, Acquirers, Issuers and/or Card Schemes;

Observance of the security rules regarding the traffic of the Transactions;

Maintenance and control of all the content of its Platform, including texts, information, prices and images, with the PARTNER assuming any and all liability for any resulting damages, mainly before the Cardholders;

Content of its Platform, undertaking to expressly indicate its corporate name; the CNPJ or CPF number in the case of an individual, the address of DISRUPTY TECNOLOGIA; the email address and telephone number for support to the Cardholders, the term for delivery of the products, exchange, return and withdrawal policies, keeping this information always updated in accordance with the legislation in force;

Provision of clear and objective information about the product or service offered on its Platform, keeping it updated and compatible with that disclosed on its websites, sales pages and areas external to its respective sites; and

Observance of the applicable legislation for electronic commerce and the internet, undertaking to disclose all information determined by Decree 7,962/2013, adopt privacy policies for the protection of the personal data of the Cardholders, under the terms of the Brazilian Internet Civil Framework (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 applicable provisions of the Consumer Protection Code.

3.7. The PARTNER is solely responsible for the information, promotions, advertisements, brands and any content contained in the Platform, releasing DISRUPTY TECNOLOGIA from any and all liability arising from the breach of any rule and/or from complaints of third parties.

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

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 the effective capture of the Transaction is expressly prohibited.

3.10. DISRUPTY TECNOLOGIA shall use its best efforts to ensure the PARTNER the proper use of the Features that enable the completion of Transactions. However, failures, interruptions or problems are foreseeable, given that it is a technology service that depends on the services provided by third parties (such as Card Schemes, Acquirers, Issuers and service providers).

3.11. No liability may be attributed to DISRUPTY TECNOLOGIA for failures, interruptions or problems in the tools made available for carrying out Transactions, with the PARTNER being responsible for having other tools available to enable its sales and the receipt of the price.

4. Chargeback, cancellation of Transactions, refunds, dispute and collections

4.1. The PARTNER represents and warrants to be the sole and exclusive party responsible for the veracity, accuracy and compliance of the information relating to the Transactions carried out with the Cardholders, as well as for the effective delivery of the products and/or provision of the services, being fully liable for any divergence, defect, flaw, delay, non-delivery or breach of the consumer relationship.

4.2. The PARTNER acknowledges that the Issuer Authorization does not, in itself, characterize the definitive regularity of the Transaction, nor does it guarantee the final receipt of the amounts, representing only: (i) the validity of the Card; (ii) the existence of a credit limit or available balance; and (iii) the absence, at that moment, of registration impediments for carrying out the Transaction. Thus, even after the Issuer Authorization and any settlement, the Transaction remains subject to cancellation, reversal or Chargeback, under the terms of the rules of the Card Schemes, Acquirers, Issuers, Custodian Institution and applicable legislation.

4.3. The PARTNER declares its awareness that, due to the rules of the payment arrangements and of the Issuers, the Chargeback may be applied at the request of the Cardholder or by determination of the Issuer, in cases such as, but not limited to: (i) transaction not recognized by the Cardholder; (ii) suspicion or confirmation of fraud; (iii) non-receipt of the product or service; (iv) commercial disagreement; (v) non-compliance with reversal and cancellation policies; (vi) non-compliance with the rules of the Card Schemes or the Acquirer; and (vii) other cases provided for in specific regulations.

4.4. Considering that the Transactions processed through the DISRUPTY TECNOLOGIA System are, as a rule, carried out online and/or without a Card present, the PARTNER fully assumes the risk of Chargeback and default of the Cardholder in the cases in which there is no definitive payment of the Transaction by the respective Issuer, by the Acquirer or by the Custodian Institution, regardless of prior Authorization, partial or total settlement, or of any advance of receivables.

4.5. Once the Chargeback is applied, or the reversal or cancellation of a Transaction is determined by the Issuer, Card Scheme, Acquirer, Custodian Institution, competent authority or by DISRUPTY TECNOLOGIA itself, under the terms of this Agreement, the corresponding amount shall be: (i) not transferred to the PARTNER; and/or (ii) reversed from the PARTNER's Financial Schedule, by debiting the Operational Balance recorded in the Payment Account and/or Operational Subaccount; and/or (iii) set off against future credits of the PARTNER, under the terms of clause 11, without prejudice to the collection of a Cancellation Fee or Chargeback Fee, where applicable.

4.6. If, on the date of the application of the Chargeback or reversal, the amount of the Transaction has already been paid to the PARTNER, including by advance, DISRUPTY TECNOLOGIA is expressly authorized to: (i) debit the respective amount from the PARTNER's Financial Schedule; (ii) instruct the Custodian Institution to debit the corresponding amount from the PARTNER's Payment Account and/or Operational Subaccount; (iii) set off the amount against future credits; and/or (iv) issue a specific collection, including by means of a bank slip (boleto), account debit, registration with credit protection agencies, or adoption of judicial and extrajudicial measures, until the full recomposition of the amounts due.

4.7. Whenever there is a dispute of a Transaction or a Chargeback request by the Cardholder, the Acquirer or the Issuer, DISRUPTY TECNOLOGIA may request the PARTNER to send documents, information and evidence proving the regularity of the Transaction and the fulfillment of its obligations, such as delivery receipts, service provision receipts, communications with the consumer, access records, among others, within the term to be informed.

4.8. The PARTNER acknowledges that the presentation of documentation does not, in itself, guarantee success in the Chargeback dispute, since the final decision rests with the Card Schemes, Acquirers, Issuers and, where applicable, the Custodian Institution, under the terms of their regulations. DISRUPTY TECNOLOGIA shall use its best efforts to forward the dispute, but does not assume any obligation of result regarding the reversal of the Chargeback.

4.9. The PARTNER hereby authorizes DISRUPTY TECNOLOGIA, for the purposes of Chargeback recovery, to directly contact the Cardholders, using the contact information provided by the PARTNER itself or by the participants of the payment arrangement, in order to seek the voluntary regularization of the Transaction, through a new payment or commercial adjustment, and may even propose settlement conditions to the Cardholder, provided they do not imply acknowledgment of liability by DISRUPTY TECNOLOGIA in relation to the product or service acquired.

4.10. In the event of success in the recovery of a Chargeback from the Cardholder, the amounts paid shall be credited to the PARTNER's Financial Schedule, after the deduction of the Merchant Discount Rate (MDR), any Advance Fee, as well as the Chargeback Recovery Fee, which may have a specific percentage, to be disclosed by DISRUPTY TECNOLOGIA in the Features or in a separate commercial document.

4.11. If the PARTNER's Financial Schedule remains negative due to Chargebacks, reversals, penalties, fines, fees or any other debts, DISRUPTY TECNOLOGIA is authorized to: (i) instruct the Custodian Institution to debit amounts from any remaining balances in the Payment Account and/or Operational Subaccount; (ii) withhold and set off any present or future credits; (iii) register the name of the PARTNER and of the Joint and Several Debtors with credit protection registries; and (iv) pursue the judicial or extrajudicial collection of the amounts due, with the application of the default charges provided for in this Agreement.

4.12. The PARTNER acknowledges that the termination of this Agreement does not exempt it from the risk of Chargeback in relation to the Transactions carried out by it while the contractual relationship was in force, and DISRUPTY TECNOLOGIA may, even after termination, maintain reserves, withholdings and set-offs over amounts still posted or future in the Payment Account and/or Operational Subaccount, for the period in which the Transactions remain subject to the application of Chargeback, in accordance with the rules of the Card Schemes, Acquirers and Issuers.

5. Financial Schedule and withdrawal of funds

5.1. Upon adhering to this Agreement, the PARTNER authorizes DISRUPTY TECNOLOGIA to record, in a proper environment of the DISRUPTY TECNOLOGIA System, its Financial Schedule, which shall consist of an electronic statement of the Operational Balance, reflecting all credits and debits posted in the PARTNER's Payment Account and/or Operational Subaccount, before the Custodian Institution, arising from the Transactions and other operations provided for in this Agreement.

5.2. The PARTNER's Financial Schedule may receive credits, exclusively, through: (i) financial settlement arising from Transactions carried out with a Card; (ii) receipt of funds arising from the payment of bank slips (boletos) in favor of the PARTNER; and/or (iii) receipt of amounts by virtue of instant payments through Pix Checkout or other means that may be made available by DISRUPTY TECNOLOGIA.

5.3. The PARTNER is aware of and agrees that DISRUPTY TECNOLOGIA may carry out, at any time, debits in its Financial Schedule, and, consequently, issue debit instructions to the Custodian Institution in its Payment Account and/or Operational Subaccount, relating to: (i) fees, charges and remuneration owed by virtue of the Services; (ii) contractual fines and penalties; (iii) indemnifications and reimbursements of any nature; (iv) reversals, cancellations and chargebacks; (v) amounts arising from judicial, administrative or regulatory decisions; and (vi) any other obligations assumed by the PARTNER in this Agreement or with third parties, the settlement of which is incumbent upon DISRUPTY TECNOLOGIA, the Card Schemes, the Acquirers, the Issuers or the Custodian Institution.

5.4. DISRUPTY TECNOLOGIA may, at any time, use the infrastructure of institutions that are part of its conglomerate or of third-party partners, for the purposes of settlement of the Transactions, receipt of funds and maintenance of the PARTNER's Payment Account and/or Operational Subaccount, without this implying a change in the Services or contractual novation.

5.5. The withdrawal of funds by the PARTNER, through bank transfer or other available means, shall be carried out within the term and under the conditions indicated by DISRUPTY TECNOLOGIA on the platform, also observing the rules of the Custodian Institution, the provisions on Security Reserve, as well as the absence of overdue and unpaid debts of the PARTNER.

5.6. Requests for withdrawal of funds available in the Financial Schedule shall be accepted by DISRUPTY TECNOLOGIA only when the informed Bank Domicile is owned by the PARTNER and there are no indications or suspicions of fraud, irregularity, unlawful act or violation of the rules of this Agreement or of the applicable legislation.

5.7. The PARTNER declares its awareness that the funds credited to its Financial Schedule shall correspond to the Operational Balance recorded in the Payment Account and/or Operational Subaccount held before the Custodian Institution, it being certain that such funds shall not be subject to monetary restatement, income or correction by DISRUPTY TECNOLOGIA, except as otherwise provided in specific agreements of the Custodian Institution.

5.8. The PARTNER shall have access to the consolidated information of the Financial Schedule through the Features made available by DISRUPTY TECNOLOGIA, being able to view, at a minimum, the balance and the history of the movements of the last 12 (twelve) months. After this period, DISRUPTY TECNOLOGIA is not responsible for the maintenance of the information, and it is incumbent upon the PARTNER to promote its own safekeeping and documentation.

5.9. The PARTNER may, at any time, provided it has sufficient balance to bear withdrawal fees, applicable bank fees, pending debts, withheld amounts and other obligations to DISRUPTY TECNOLOGIA and third parties, request the withdrawal of funds available in the Financial Schedule; except for the amounts kept in Security Reserve, the withdrawal of which shall be conditioned upon the rules provided for in this Agreement.

5.10. The full withdrawal of funds available in the Financial Schedule shall always be conditioned upon the prior approval of DISRUPTY TECNOLOGIA, which may reject the request in whole or in part if it understands that there is a relevant risk of Chargeback, reversal, fraud, consumer complaints, judicial or administrative proceedings or any other contingencies that may compromise the soundness of the Operational Balance.

5.11. The withdrawal of funds may only be carried out to a Bank Domicile owned by the PARTNER. In the event of registration irregularity, banking inconsistency or suspicion of fraud, the amounts shall remain withheld, without the application of restatement, interest or correction, until the situation is regularized, without prejudice to the other measures provided for in this Agreement and in the applicable legislation.

5-A. Payment Account, subaccounts and custody

5-A.1. Opening and linking of the Payment Account

5-A.1.1. For the use of the Services provided in this Agreement, the PARTNER authorizes DISRUPTY TECNOLOGIA to request, from the Custodian Institution, the opening of a Payment Account and/or Operational Subaccount in the name of the PARTNER, observing the applicable legislation and regulations.

5-A.1.2. The Payment Account and the Operational Subaccount shall be maintained exclusively by the Custodian Institution, which shall be fully responsible for the safekeeping, custody, recording and segregation of the funds kept therein, under the terms of the regulations in force and of its own agreements with the PARTNER and with DISRUPTY TECNOLOGIA.

5-A.1.3. The PARTNER acknowledges that DISRUPTY TECNOLOGIA is not a financial institution nor a custodian payment institution, does not maintain deposit accounts or payment accounts in its name for the safekeeping of third-party funds, nor does it carry out the custody of the funds arising from the Transactions, acting only as a provider of technological services, sub-acquiring and operational management of the Transactions, under the terms of this Agreement.

5-A.2. Ownership of the funds

5-A.2.1. The PARTNER acknowledges and agrees that the amounts arising from the Transactions settled in the DISRUPTY TECNOLOGIA System shall be credited, by the Custodian Institution, to the Payment Account and/or Operational Subaccount of its ownership, on an individualized basis, in its name, observing the deductions, withholdings, set-offs and reversals provided for in this Agreement.

5-A.2.2. The credit of amounts to the Operational Subaccount does not imply, under any circumstances, the transfer of the legal or economic ownership of these amounts to DISRUPTY TECNOLOGIA, which shall act, exclusively, as the PARTNER's attorney-in-fact before the Custodian Institution for the purposes of issuing movement instructions, under the terms of the Operational Mandate.

5-A.2.3. The funds kept in the PARTNER's Payment Account and/or Operational Subaccount are not confused with the assets of DISRUPTY TECNOLOGIA, nor may they be reached by obligations of DISRUPTY TECNOLOGIA, except in the cases expressly provided for in this Agreement and in the applicable legislation, including with respect to the set-off of the PARTNER's debts, as agreed herein.

5-A.3. Operational Mandate and authorization for movement

5-A.3.1. By this Agreement, the PARTNER grants DISRUPTY TECNOLOGIA, on an irrevocable and irreversible basis, until the full settlement of the obligations arising therefrom, an Operational Mandate to issue, in its name and at its account and risk, any instructions for credit, debit, blocking, unblocking, withholding, set-off, internal transfer, split of amounts, reversal and other necessary movements in the Payment Account and/or Operational Subaccount, before the Custodian Institution and other participants of the payment arrangements.

5-A.3.2. The Operational Mandate covers, in particular, but is not limited to: (i) credit of amounts owed to the PARTNER, after the settlement of the Transactions; (ii) debit of the Merchant Discount Rate (MDR) and other fees, charges and remuneration owed to DISRUPTY TECNOLOGIA; (iii) debit of amounts owed to the Card Schemes, Acquirers, Issuers and the Custodian Institution itself; (iv) creation and release of Security Reserves; (v) carrying out of reversals and chargebacks; (vi) return of amounts to Cardholders, where applicable; (vii) settlement of contractual fines, indemnifications, costs, expenses and other charges provided for in this Agreement.

5-A.3.3. The PARTNER declares to be aware of and to agree that the use of the Services and the permanence of the amounts in its Payment Account and/or Operational Subaccount depend on the full and permanent effect of the Operational Mandate hereby granted to DISRUPTY TECNOLOGIA, as well as on the term of the relationship between DISRUPTY TECNOLOGIA and the Custodian Institution.

5-A.4. Split of amounts

5-A.4.1. When requested by the PARTNER, or when the commercial operation so requires, the PARTNER authorizes DISRUPTY TECNOLOGIA to operationalize the split of the amounts arising from the Transactions between the PARTNER and third parties indicated by it, such as co-producers, affiliates, traffic managers, service providers or other commercial partners, and it is incumbent upon DISRUPTY TECNOLOGIA to instruct the Custodian Institution to carry out such apportionments directly in the Payment Account and/or Operational Subaccounts involved.

5-A.4.2. The PARTNER declares to be the sole party responsible for the commercial relationships established with any third-party beneficiaries of the split, and shall release and hold DISRUPTY TECNOLOGIA harmless from any liability arising from disputes, complaints or discussions relating to the legitimacy, calculation basis, percentage, term or any other condition of distribution of amounts between the PARTNER and such third parties.

5-A.5. Limitations on access and movement by the Partner

5-A.5.1. The PARTNER declares to be aware of and to agree that, for reasons of security, operational standardization, fraud prevention, prevention of money laundering and terrorism financing, and in observance of the applicable regulations, the access and direct movement of the Payment Account and the Operational Subaccount may be carried out exclusively through the Features of DISRUPTY TECNOLOGIA, subject to the rules of this Agreement.

5-A.5.2. The PARTNER acknowledges that, in order to preserve the integrity of the operational flow and compliance with the rules of the payment arrangements, the PARTNER may not be granted direct access to the Operational Subaccount before the Custodian Institution, and all instructions for withdrawal, cash-out, transfer or movement of funds shall be forwarded to DISRUPTY TECNOLOGIA, which shall transmit them to the Custodian Institution, when due and admissible, under the terms of this Agreement.

5-A.5.3. The PARTNER further acknowledges that the Custodian Institution may establish additional terms and conditions, independent and complementary to this Agreement, for the maintenance of the Payment Account and the Operational Subaccount, to which the PARTNER shall also adhere, under penalty of suspension or closure of the Payment Account and, consequently, of the Services regulated by this Agreement.

6. Conditions of the Services and Pix Checkout payment flow

6.1. The provision of Pix Checkout shall be conditioned upon the adhesion by the Partner to this Agreement, in accordance with the conditions defined herein and/or disclosed by DISRUPTY TECNOLOGIA.

6.2. To enable Pix Checkout, DISRUPTY TECNOLOGIA shall 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 the processing and settlement of Transactions carried out via Pix in an account owned by DISRUPTY TECNOLOGIA.

6.3. DISRUPTY TECNOLOGIA shall 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, DISRUPTY TECNOLOGIA shall act as the Collection Agent of the payments made by the Cardholders. DISRUPTY TECNOLOGIA shall be the final recipient of the amounts transacted via Pix, being obligated to carry out the transfer of the amounts owed to the PARTNER, less the applicable fees and charges, including amounts collected as remuneration of the PARTNER, observing the payment flow.

6.5. Cancellation of the Transaction via Pix Checkout. In the event that the Transaction carried out by the Cardholder to DISRUPTY TECNOLOGIA via Pix is cancelled or subject to dispute and/or Chargeback, under the terms defined by the participating institutions involved, with DISRUPTY TECNOLOGIA being obligated to return the amounts received to the Cardholder, DISRUPTY TECNOLOGIA shall be exempt from the obligation of transfer to the Partner exclusively in relation to the cancelled Transaction.

6.6. If DISRUPTY TECNOLOGIA has already carried out the transfer to the Partner, the Partner shall be obligated to return the amounts to DISRUPTY TECNOLOGIA, hereby authorizing the discount in its Financial Schedule of Receivables, or any present or future credits of its ownership held with DISRUPTY TECNOLOGIA, without prejudice to the right of collection by other methods deemed appropriate, if the discount does not enable DISRUPTY TECNOLOGIA to recover the amount due.

7. Payment of Transactions and Bank Domicile

7.1. The payment of the Net Amount arising from the Transactions shall be carried out by loading the Financial Schedule. After the express request of the PARTNER on the DISRUPTY TECNOLOGIA platform, the funds shall be withdrawn, through the transfer of the respective amount to the PARTNER's Bank Domicile, within the applicable term.

7.2. The payment shall be carried out for the Net Amount, after deducting the amounts owed to DISRUPTY TECNOLOGIA, which shall be previously discounted from the PARTNER.

7.3. It shall be incumbent upon DISRUPTY TECNOLOGIA to issue the invoice for the Services provided to the PARTNER by virtue of this Agreement, for the amount of the Merchant Discount Rate (MDR); with DISRUPTY TECNOLOGIA being responsible for the withholding of all taxes levied on its remuneration, in accordance with the applicable legislation.

7.3.1. To enable the withdrawal of the amounts kept in the Financial Schedule, the PARTNER shall register a Bank Domicile, of its ownership, for the receipt of the Net Amount arising from the Transactions, being responsible for maintaining the regularity of the Bank Domicile. If the financial institution of the Bank Domicile declares itself prevented, for any reason, from complying with the credit orders issued by DISRUPTY TECNOLOGIA, the PARTNER shall provide for its regularization or, further, indicate and register a new Bank Domicile. DISRUPTY TECNOLOGIA is authorized to withhold the payment of the respective amounts, without any charges, penalties or fees, while the PARTNER does not provide for the regular change of its Bank Domicile.

7.4. In the event that the date scheduled for the credit of the Net Amount of the Transactions is considered a holiday or a day of non-banking operation in the clearing location of the account of the PARTNER's Bank Domicile, the payment shall be carried out on the first subsequent business day.

7.5. The PARTNER agrees that DISRUPTY TECNOLOGIA, at its sole discretion, may sell, assign, give as a guarantee or in any way dispose of the receivables of DISRUPTY TECNOLOGIA before the Acquirers, arising from the Transactions of the PARTNER, in no way prejudicing the right of the PARTNER to receive the Net Amount of its Transactions, on the dates of the respective transfers.

7.6. The PARTNER shall have access to the Transactions pending payment through access to the DISRUPTY TECNOLOGIA platform, being able to view the balance and the statement of movements. The provision of the balance and the statement of movements is characterized as an accounting of transactions (prestação de contas), for all legal purposes.

8. Negotiation of Receivables

8.1. In compliance with the applicable legislation, DISRUPTY TECNOLOGIA shall carry out the registration, before the Registry System, of the receivable units arising from the Transactions carried out by the PARTNER before the DISRUPTY TECNOLOGIA System.

8.1.1. The registration of the receivable units shall be carried out for the Net Amount of the Transactions, after deducting the Fees owed by the PARTNER to DISRUPTY TECNOLOGIA by virtue of this Agreement.

8.1.2. The PARTNER declares its awareness that DISRUPTY TECNOLOGIA shall send and keep updated, before the Registry System, the information related to the quantity and amount of the Transactions carried out in the DISRUPTY TECNOLOGIA System, including regarding the existence or not of advance payment of the Transactions.

8.2. The PARTNER may, upon prior and express communication to DISRUPTY TECNOLOGIA, assign or give as a guarantee the Net Amount of the Transactions in favor of financial institutions, investment funds or other creditors, through a Negotiation of Receivables.

8.2.1. Once the Negotiation of Receivables is agreed, the payment of the Net Amount of the Transactions shall be carried out directly to the Bank Domicile linked to the said operation.

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

8.4. The PARTNER shall remain responsible for the legitimacy and legality of the Transactions carried out in the DISRUPTY TECNOLOGIA System, so that DISRUPTY TECNOLOGIA shall carry out the settlement in the Bank Domicile linked to the Negotiation of Receivables, after the 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 from DISRUPTY TECNOLOGIA the advance receipt of the Net Amount of the Transactions, through the DISRUPTY TECNOLOGIA platform; it being at the sole discretion of DISRUPTY TECNOLOGIA whether or not to advance the payment of the Transactions.

9.2. Once the PARTNER requests the advance receipt of the Net Amount of the Transactions, through the DISRUPTY TECNOLOGIA platform, the mandate is hereby configured for DISRUPTY TECNOLOGIA, on a discretionary and unilateral basis, to advance or not the payment of the Transactions, being able to collect and transfer the respective amounts to the requesting PARTNER.

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

9.2.2. Even if the PARTNER has Transactions to be settled by the DISRUPTY TECNOLOGIA System or has had previous advances approved, DISRUPTY TECNOLOGIA is not obligated to advance the payment of the Net Amount of the Transactions.

9.2.3. The payment shall be carried out for the Net Amount, after deducting the Merchant Discount Rate (MDR) and, additionally, the Advance Fee charged from the PARTNER, on a single basis, advancing all installments that might eventually be credited.

9.3. The amount of the Advance Fee to be paid by virtue of the prepayment is fixed, with no agreement of conditions or establishment of interest, since the advance payment of the transactions is part of the very nature of electronic commerce, with some requiring a constant cash flow to carry out the intermediation of sales.

10. Chargeback dispute and recovery

10.1. After the application of the Chargeback by the Issuing Bank, DISRUPTY TECNOLOGIA shall notify its occurrence to the PARTNER, who may collect evidence demonstrating the regularity of the transaction and send it to DISRUPTY TECNOLOGIA, so that a dispute process may be opened with the Issuing Bank, provided that the terms indicated in the notification are respected.

10.2. DISRUPTY TECNOLOGIA at no time guarantees success in the result of the Chargeback disputes, since they depend on compliance with the term and on the documentary evidence presented by the Establishment for submission to the Issuing Bank.

10.3. Concurrently with the Chargeback dispute and with the acceptance of these Terms of Use, DISRUPTY TECNOLOGIA may use the evidence produced by the Establishment to contact the final consumers to request the due payment, in transactions whose status is "Chargeback", but which have a tracking code proving the delivery of the product or service.

10.4. In such communication with the final consumer, if the recovery is successful, it shall be indicated that the consumer carry out the payment transaction of the amount owed to DISRUPTY TECNOLOGIA, which shall discount the Merchant Discount Rate (MDR), the Advance Fee (if any) and the Chargeback Recovery Fee, the latter at the rate of 15% of the gross amount of the recovery.

10.5. In the event of a Financial Schedule of the PARTNER without liquidity, that is, being negative, DISRUPTY TECNOLOGIA is hereby authorized to contact the final consumers of the respective PARTNER, in order to carry out the Chargeback recovery, in the manner already explained, however, the Chargeback Recovery Fee shall represent the total of all amounts recovered, until the Financial Schedule regains liquidity.

11. Set-off and reserve of amounts

11.1. The PARTNER acknowledges and agrees that DISRUPTY TECNOLOGIA may maintain, in the Financial Schedule and, consequently, in the PARTNER's Payment Account and/or Operational Subaccount, a Security Reserve, consisting of the withholding of part of the Operational Balance, for the purpose of guaranteeing the fulfillment of current or future obligations of the PARTNER arising from this Agreement, including, but not limited to, Chargebacks, reversals, cancellations, fines, penalties, costs, expenses, indemnifications, taxes, fees, charges and other charges.

11.2. The creation and the amount of the Security Reserve shall observe DISRUPTY TECNOLOGIA's risk analysis criteria, which shall take into account, among other factors: (i) the PARTNER's Chargeback history; (ii) the rate of consumer complaints, including in bodies such as PROCON and public complaint platforms; (iii) the nature of the products and services traded; (iv) the average ticket and transacted volume; (v) indications of fraud, irregularities or prohibited practices; and (vi) sudden or atypical changes in the behavior of the Transactions.

11.3. The Security Reserve may be maintained, in whole or in part, including after the termination of this Agreement, for the period in which the Transactions carried out remain subject to the risk of Chargeback, reversal or complaints, in accordance with the rules of the Card Schemes, Acquirers, Issuers, Custodian Institutions and applicable legislation, not less than 180 (one hundred and eighty) days, unless these regulations provide for a longer term.

11.4. Whenever DISRUPTY TECNOLOGIA identifies a high level of operational or financial risk associated with the PARTNER, its Domicile Institution, Related Partners or the Transactions carried out, it may, at its sole discretion: (i) increase the amount of the Security Reserve; (ii) fully withhold new credits; (iii) temporarily suspend the withdrawal of funds; and/or (iv) suspend or terminate the accreditation of the PARTNER to the DISRUPTY TECNOLOGIA System.

11.5. DISRUPTY TECNOLOGIA may request, at any time, complementary documents and information proving the regularity of the Transactions, the delivery of the products or the provision of the services, and it is incumbent upon the PARTNER to provide them within the requested term. In the absence of sufficient proof, DISRUPTY TECNOLOGIA may maintain or increase the Security Reserve, as well as withhold, in whole or in part, the amounts of the disputed Transactions.

11.6. The set-off of amounts shall be carried out automatically, with the PARTNER hereby authorizing DISRUPTY TECNOLOGIA to set off any credit owed to the PARTNER against debits existing in its Financial Schedule, Payment Account and/or Operational Subaccount, including in the name of Related Partners, observing the joint and several liability provided for in this Agreement.

11.7. In the event that there are insufficient credits for set-off, the PARTNER shall remain responsible for the full payment of the debit balance, being subject, automatically and regardless of notification, to the following charges: (i) default interest of 1% (one percent) per month, pro rata die; (ii) monetary restatement by the positive variation of the IGPM/FGV index or the index that may replace it; (iii) default fine of 2% (two percent); and (iv) reimbursement of all expenses incurred with administrative or judicial collection, including attorneys', experts' fees and court costs.

11.8. The PARTNER shall have a term of 30 (thirty) days, counted from the date of provision of the information in its Financial Schedule or from the respective payment, to point out any divergence or inaccuracy in relation to postings, set-offs or withholdings carried out. Once this term has elapsed without manifestation, the postings shall be considered correct and fully settled, for all legal purposes.

12. Disrupty Tecnologia remuneration

12.1. In consideration for the provision of the Services, the PARTNER shall pay DISRUPTY TECNOLOGIA the entirety of the Merchant Discount Rate (MDR), levied on the Gross Amount of each Transaction carried out in the DISRUPTY TECNOLOGIA System, as well as the other fees, charges and forms of remuneration provided for in this Agreement and in the commercial tables disclosed by DISRUPTY TECNOLOGIA.

12.1.1. DISRUPTY TECNOLOGIA shall charge the entirety of the Merchant Discount Rate (MDR), but shall receive and invoice only the Transaction Fee; with the difference being owed to the Issuers, Acquirers and Card Schemes by virtue of the fees charged by them in each Transaction.

12.1.2. The Merchant Discount Rate (MDR) may vary according to the segment or line of business of the PARTNER, its location, the form of capture of the Transaction, among other criteria adopted by DISRUPTY TECNOLOGIA.

12.2. Furthermore, DISRUPTY TECNOLOGIA may charge fees and charges for the additional Services provided to the PARTNER:

Adhesion Fee: for the accreditation of the PARTNER to the DISRUPTY TECNOLOGIA System;

Statement Fee: owed for the provision of printed statements, reconciliation reports or other documents requested by the PARTNER;

Transaction Cancellation or Chargeback Fee: owed as a consequence of the cancellation of the Transaction or the application of the Chargeback;

Advance Fee: owed if there is an advance of the payment of the Net Amount of the Transactions;

Maintenance Fee: monthly remuneration owed by the PARTNER for the use of the DISRUPTY TECNOLOGIA System; and

Operational Fees: owed as a result of administrative and/or judicial procedures, such as compliance with official letters, blocks, garnishments, attachments and administrative procedures before the Registrars, to be charged for each event.

Fees and charges arising from compliance with rules, regulations or determinations of Card Schemes, Acquirers, Issuers, Custodian Institutions or the Central Bank of Brazil, when such costs are passed on to DISRUPTY TECNOLOGIA and are directly related to the operations of the PARTNER.

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

12.4. Payments to DISRUPTY TECNOLOGIA shall be made in cash, before the transfer to the Bank Domicile, by set-off against the credits owed to the PARTNER by virtue of the Transactions carried out, through postings in its Financial Schedule and debits in its Payment Account and/or Operational Subaccount held before the Custodian Institution, under the terms of this Agreement.

12.4.1. If there are insufficient funds, DISRUPTY TECNOLOGIA shall send an email to the PARTNER requesting the immediate payment of the remuneration; without prejudice to DISRUPTY TECNOLOGIA carrying out the set-off against any future credits of the PARTNER, as well as instructing the Custodian Institution to carry out the automatic debit of the amounts owed directly in the PARTNER's Payment Account and/or Operational Subaccount, whenever there is an available balance, without the need for a new specific authorization.

12.5. Without prejudice to the suspension of the Services, if the PARTNER does not have credits to be set off, DISRUPTY TECNOLOGIA shall collect the amounts due, plus the default charges stipulated in this Agreement, being able, for this purpose, to promote the registration of the name of the PARTNER and of the Joint and Several Debtors with credit protection registries, as well as to adopt the applicable judicial and extrajudicial measures for the recovery of the credit.

12.6. DISRUPTY TECNOLOGIA may carry out readjustments of the amounts of any fees, charges or other forms of remuneration, informing the PARTNER in advance, through disclosure by means of the Features or through prior contact established via email.

12.6.1. If the PARTNER does not agree with the new remuneration conditions, it may request clarifications and, if it still does not agree, it may terminate the Agreement. The non-termination of the Agreement and the use of the Services by the PARTNER shall be interpreted as full consent to the new conditions.

12.7. If the commercial conditions of DISRUPTY TECNOLOGIA with the Acquirers, the Issuers or the Card Schemes are altered, or new taxes are created or the conditions of calculation and/or collection of existing taxes are altered, the resulting costs may be passed on to the PARTNER and added to the remuneration in force, in order to restore the economic-financial balance of the provision of the Services.

12.8. In observance of the regulations in force of the Central Bank of Brazil — BACEN, withdrawals carried out through the Platform shall be subject to the following maximum limits per operation:

Legal Entity (CNPJ): up to BRL 15,000.00 (fifteen thousand Brazilian reais) per withdrawal; Individual (CPF): up to BRL 1,200.00 (one thousand two hundred Brazilian reais) per withdrawal.

12.9. The CONTRACTED PARTY may review and update the withdrawal limits whenever there is a regulatory change, determination of a competent authority or need for adjustment to security and fraud prevention criteria, and shall previously notify the CONTRACTING PARTY of such changes.

13. Limitation of liability and indemnification

13.1. DISRUPTY TECNOLOGIA is not responsible for the products and services traded by the PARTNERS, so that it may not be considered as a supplier or party in the supply chain of such products and services, having no liability whatsoever regarding:

the existence of risks relating to the products and services, in particular regarding their dangerousness or harmfulness;

the insufficiency and/or inadequacy of the information about the characteristics of the products and services;

the practice of misleading or abusive advertising, as well as coercive, unfair or abusive commercial practices carried out against consumers;

defects, flaws in quality or quantity, or flaws arising from disparity with the indications contained in packaging, labels, containers or advertising messages.

13.2. The PARTNER agrees to defend, indemnify and hold DISRUPTY TECNOLOGIA, its officers, directors, employees, agents, subsidiaries, clients, partners, suppliers and affiliates harmless, with respect to any liabilities, costs and settlements, including, but not limited to, attorneys' fees, incurred, relating to any action for the defense of the violation of these Terms and Conditions of Use caused by the PARTNER itself or an intervening person, authorized or unauthorized.

13.3. The PARTNER is solely and exclusively responsible for the information and documents provided to DISRUPTY TECNOLOGIA and to the Custodian Institution, including registration, banking, corporate, fiscal and operational data, being obligated to keep them always complete, correct, valid and updated. DISRUPTY TECNOLOGIA shall not, under any circumstances, be responsible for any losses, damages, blocks, withholdings, delays, refusals of settlement, suspension of services or restrictions arising from incorrect, incomplete, false, outdated or fraudulent information provided by the PARTNER or by third parties linked to it.

13.4. The PARTNER declares, acknowledges and accepts that DISRUPTY TECNOLOGIA may, at any time, suspend, withhold, condition or limit the use of the DISRUPTY TECNOLOGIA System, including the movement of its Payment Account and/or Operational Subaccount, whenever there is well-founded doubt, suspicion, inconsistency, irregularity, indication of fraud, falsity, adulteration or outdatedness of documents or information provided by the PARTNER, and thereby releases DISRUPTY TECNOLOGIA from any liability for such measures.

13.5. The PARTNER shall be solely responsible for all acts carried out by it in the use of the DISRUPTY TECNOLOGIA System, as well as for those carried out by its agents, representatives, attorneys-in-fact, employees, commercial partners, affiliates, co-producers or any third parties acting on its behalf, and shall indemnify and hold DISRUPTY TECNOLOGIA harmless from any and all loss, damage, expense, cost, judicial conviction, fees, penalty, regulatory or administrative sanction, including from consumer protection bodies, that arise directly or indirectly from such conduct.

13.6. DISRUPTY TECNOLOGIA is not responsible, under any circumstances, for: (i) information, data, declarations, offers, commercial content, warranties, promises or commitments made by the PARTNER; (ii) quality, compliance, safety, integrity, existence, legality, delivery, operation or performance of the products and services of the PARTNER; (iii) legal, contractual or consumer relationship existing between the PARTNER and its clients, Cardholders, buyers or final users; (iv) delivery failures, defects, flaws, delays, non-provision or poor provision of service by the PARTNER; and (v) disputes, complaints, demands, grievances or contestations related to the commercial or operational activities of the PARTNER.

13.7. Under no circumstances shall DISRUPTY TECNOLOGIA be responsible for loss of profits, loss of opportunity, loss of revenue, indirect damages, consequential damages, moral damages, loss of reputation, loss of data, interruption of activity or any other type of damage arising from the actions of the PARTNER, the commercial relationship between the PARTNER and its clients, or the improper, inadequate or fraudulent use of the DISRUPTY TECNOLOGIA System.

13.8. The PARTNER acknowledges that DISRUPTY TECNOLOGIA does not act as a supplier, guarantor, commercial intermediary or participant in the consumer relationship between the PARTNER and its clients, limiting itself to providing technological, operational, sub-acquiring and Transaction management services. Thus, the PARTNER shall be fully responsible for maintaining its fiscal, tax, labor and regulatory regularity, as well as for observing the rules of the Consumer Protection Code, the LGPD and other legislation applicable to its sector of activity.

13.9. If DISRUPTY TECNOLOGIA is sued, questioned, investigated, notified, assessed, sanctioned or convicted — judicially, administratively or extrajudicially — by virtue of an act, omission, conduct, irregularity, fraud, falsity or improper use of the DISRUPTY TECNOLOGIA System by the PARTNER or by third parties linked to it, the PARTNER undertakes to: (i) fully and immediately assume responsibility for such matters; (ii) intervene in the demand, where applicable; (iii) reimburse DISRUPTY TECNOLOGIA for all amounts expended, including court costs, expenses, indemnifications, fines, penalties, charges, convictions, settlements, operational costs and contractual and awarded attorneys' fees; and (iv) promptly provide all documents and information necessary for the defense of DISRUPTY TECNOLOGIA.

13.10. DISRUPTY TECNOLOGIA shall not be responsible for any effects arising from: (i) non-compliance, by the PARTNER, with KYC, AML and AML-CFT policies; (ii) submission of illegible, insufficient, contradictory, incomplete, false, adulterated or outdated documentation; (iii) refusal of analysis, blocking, withholding, suspension or closure promoted by the Custodian Institution, by the Issuers, by the Card Schemes, by the Acquirers, by judicial, administrative or regulatory authorities; or (iv) fraud prevention measures adopted by the DISRUPTY TECNOLOGIA System or by third-party participants of the payment arrangement.

13.11. The PARTNER declares to be aware that the submission of false, fraudulent, adulterated, manipulated or knowingly outdated documents constitutes a serious violation of this Agreement and may give rise, at the sole discretion of DISRUPTY TECNOLOGIA, to: (i) immediate suspension of the PARTNER; (ii) blocking of amounts; (iii) creation or increase of the Security Reserve; (iv) immediate termination of this Agreement for cause; (v) communication to the competent authorities; and (vi) other applicable measures, without prejudice to the full reparation for the damages caused.

13.12. The PARTNER shall remain responsible for all obligations provided for in this Agreement even after its termination, especially with respect to: (i) Chargebacks; (ii) reversals; (iii) penalties of Card Schemes and Acquirers; (iv) judicial blocks; (v) pending debts in the Financial Schedule; and (vi) amounts necessary for the recomposition of losses of DISRUPTY TECNOLOGIA, which may maintain reserves, withholdings and set-offs as long as such risk persists.

14. Term and termination of the Agreement

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

14.1.1. The PARTNER shall be considered fit and enabled upon the sending of a communication, by DISRUPTY TECNOLOGIA to the PARTNER, informing the accreditation of the PARTNER to the DISRUPTY TECNOLOGIA System.

14.2. This Agreement may be terminated at any time, by the PARTNER and without the application of any charge or penalty, except for the fulfillment of contractual obligations still pending, upon 30 (thirty) days' prior notice. DISRUPTY TECNOLOGIA may, at any time, terminate this Agreement and any of its Annexes, immediately and regardless of judicial or extrajudicial notice or interpellation, and shall use its best efforts to previously notify the PARTNER of this decision.

14.3. Notwithstanding, this Agreement may be immediately terminated by DISRUPTY TECNOLOGIA, without prejudice to the reimbursement of losses owed by the PARTNER that may be caused under the terms of this Agreement, in the following cases:

Breach or attempted breach, by the PARTNER, of any of the clauses, terms or conditions of this Agreement and its Annexes, as well as of any requests or recommendations made by DISRUPTY TECNOLOGIA;

Verification of suspicion or practice of fraud or other unlawful acts by the PARTNER; Determination of the institutions of the payment arrangement and/or of the competent authorities; Exercise of activities considered illegal or unlawful by the PARTNER;

Declaration of bankruptcy, granting of a request for judicial reorganization or proposal of extrajudicial reorganization or similar procedure, declaration of insolvency of the PARTNER and/or occurrence of any act or fact that demonstrates, at the sole discretion of DISRUPTY TECNOLOGIA, the incapacity of the PARTNER to honor its obligations with DISRUPTY TECNOLOGIA or with third parties;

Impasse between the Parties in the definition of adjustments or amendments to this Agreement;

Change of corporate control, direct or indirect, or in the administration of the PARTNER and occurrence of merger, incorporation, spin-off or any other corporate reorganization, without the prior written consent of DISRUPTY TECNOLOGIA;

Improper use of the brands of DISRUPTY TECNOLOGIA that causes or may cause damage to the image of DISRUPTY TECNOLOGIA, of the brands of the Card Schemes and of the Pix brand exclusively owned by the Central Bank, without prejudice to the adoption of the applicable judicial measures;

Supervening changes in the legal or regulatory rules applicable to the object of this Agreement and/or to the market of activity of DISRUPTY TECNOLOGIA or any fact that substantially alters the procedures or rules that are the object of this Agreement, the capacity of the PARTNER to honor the obligations assumed with DISRUPTY TECNOLOGIA and/or the economic-financial balance of this Agreement; and

If the PARTNER, without authorization from DISRUPTY TECNOLOGIA, assigns, transfers, lends or delivers to third parties the equipment or materials it receives from DISRUPTY TECNOLOGIA by virtue of this Agreement, or uses such materials or equipment in disagreement with the specifications established by DISRUPTY TECNOLOGIA.

14.4. The termination of the Agreement does not exonerate the Parties from the full and unrestricted fulfillment of all obligations arising from the Agreement.

14.5. If the termination of the Agreement occurs due to the fault of the PARTNER, it is hereby established that access to the Services and the Features shall be immediately blocked, and DISRUPTY TECNOLOGIA may withhold the credits of the PARTNER, for the period it deems convenient, in order to guarantee its rights; without prejudice to other legal measures that DISRUPTY TECNOLOGIA deems necessary.

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

15. Additional responsibilities of the Partner

15.1. The PARTNER is responsible for the use of the Features, undertaking to fully observe the applicable national legislation and the other policies made available by DISRUPTY TECNOLOGIA.

15.2. The PARTNER may freely negotiate the commercial conditions of the product and/or service with the Cardholders, provided that the conditions provided for in this Agreement are observed.

15.3. The PARTNER represents and warrants that it shall be fully responsible for the veracity, accuracy and compliance of the information and details that it presents to the Cardholders, with respect to the products and/or services traded, as well as for the effective completion of the commercial transaction and effective delivery of the product or service; with the PARTNER being solely responsible for the quality, quantity, safety, adequacy, price, term, delivery, functionality and warranties of its products and/or services.

15.3.1. In the event that DISRUPTY TECNOLOGIA verifies recurring problems and complaints with the products and/or services traded by the PARTNER, it may temporarily suspend the accreditation to the DISRUPTY TECNOLOGIA System and not carry out new Transactions, blocking the access of the PARTNER to the Features until it is safeguarded from financial risks; without prejudice to the withholding of amounts, under the terms provided for in this Agreement.

15.4. The PARTNER undertakes to hold DISRUPTY TECNOLOGIA harmless from any and all complaints or judicial or extrajudicial disputes arising from the use of the Features and the DISRUPTY TECNOLOGIA System, in particular by Cardholders who purchase products and/or services from the PARTNER.

15.5. In the event of the filing of judicial and/or administrative proceedings against DISRUPTY TECNOLOGIA, 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 the said proceedings, holding DISRUPTY TECNOLOGIA harmless from any liability, as well as undertaking to fully indemnify DISRUPTY TECNOLOGIA for any expenses or convictions arising therefrom.

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

15.7. DISRUPTY TECNOLOGIA may debit from the Financial Schedule the amounts for payment of convictions, provision of guarantees of responsibility of the PARTNER and/or reimbursement of the costs with attorneys, expert examinations and any other court costs or judicial or extrajudicial expenses that are expended by DISRUPTY TECNOLOGIA.

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

15.9. The PARTNER is responsible for any complaints, demands and indemnifications, of any nature arising from its activity, as well as for any problems of acceptance, quantity, quality, warranty, price or inadequacy of the goods and/or services offered, including in the event of withdrawal by the Cardholder, and shall resolve directly with the Cardholder any and all controversy. The PARTNER is also responsible for the correct and timely delivery of the good or service at the address indicated by the Cardholder, being solely responsible for the confirmation of the delivery of the good and/or execution of the service acquired by the Cardholder. Furthermore, the PARTNER assumes responsibility for any promotional campaigns and granting of discounts.

16. Liability of the Joint and Several Debtors

16.1. The Joint and Several Debtors, qualified in the Registration, hereby assume, jointly and severally, under the terms of articles 264 to 285 of the Brazilian Civil Code, responsibility for the fulfillment of any and all obligations assumed by the PARTNER by virtue of this Agreement, including the payment of any debts of the PARTNER and of the default charges that may be levied on such debts, in addition to the reimbursement of any damages caused to DISRUPTY TECNOLOGIA.

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

16.3. The Joint and Several Debtors expressly waive any benefit of order (beneficio de ordem), so that, due to the joint and several nature of the obligation they assume, DISRUPTY TECNOLOGIA may collect any debt or obligation, from the PARTNER and/or the Joint and Several Debtors, individually or jointly.

16.4. If the PARTNER is an individual entrepreneur or individual micro-entrepreneur, specific adhesion by the Joint and Several Debtor shall not be necessary, given that the liability of the individual extends to the obligations contracted in the exercise of the business activity.

17. License to use the Features and the Brand

17.1. DISRUPTY TECNOLOGIA authorizes the use by the PARTNER of the Features, owned by it, during the term of this Agreement, under the terms and conditions hereby established.

17.2. The PARTNER is prohibited from: (i) copying or transferring in any way, in whole or in part, under any modality, free of charge or for consideration, provisionally or permanently, the Features, any of their functionalities or information relating thereto; (ii) modifying the characteristics of the Features; (iii) creating computer programs for the use of the Features, including for integration with other software or hardware; and (iv) copying in any way data extracted from the Features, except with respect to the statement of the movements arising from the Transactions.

17.3. The PARTNER acknowledges and agrees that the software related to the DISRUPTY TECNOLOGIA System and the Features are the full and exclusive property of and incorporate the intellectual property of DISRUPTY TECNOLOGIA.

17.4. The PARTNER is prohibited from any act of reverse engineering, copying, alteration, modification, adaptation, manipulation or unauthorized use of the Features.

17.5. The PARTNER undertakes not to infringe any rights relating to trademarks, patents, industrial secrets or, further, property, representation and copyright of any Services or Features made available under this Agreement.

17.6. Furthermore, the PARTNER undertakes not to use the name, brands, logos or any type of distinctive sign of DISRUPTY TECNOLOGIA, of the Acquirers and/or of the Card Schemes illegally or for purposes other than this Agreement.

18. Modifications and revisions of the Agreement

18.1. This Agreement and its Annexes may be periodically revised by DISRUPTY TECNOLOGIA to adapt the provision of the Services. DISRUPTY TECNOLOGIA may amend this Agreement and its Annexes, excluding, modifying or inserting clauses or conditions, at its sole discretion.

18.2. When the amendment implies a restriction of rights to the PARTNER, DISRUPTY TECNOLOGIA shall notify the PARTNER of the change, by email or published in the Features, coming into force after the communication or disclosure.

18.2.1. DISRUPTY TECNOLOGIA may not be held responsible for any loss or damage if the non-receipt of the information about the amendments to this Agreement occurs due to the outdatedness of its registration.

18.3. If the PARTNER does not agree with the amendments, it may terminate this Agreement, upon prior notice, without any charge or penalty, provided that it is not in debt to DISRUPTY TECNOLOGIA.

18.4. The continuity of the use of the DISRUPTY TECNOLOGIA System by the PARTNER shall be interpreted as agreement and acceptance of the amendments made.

18.5. DISRUPTY TECNOLOGIA may alter, suspend or cancel, at its discretion, both in form and content, at any time, any of the Services or the Features, upon communication to the PARTNER by email or publication in the Features, with at least 10 (ten) days' notice.

19. Confidentiality

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

19.2. Confidential Information does not include information that: (i) is already known to the receiving party before the date of execution of this Agreement, as provided by documentary evidence; (ii) is already or falls into the public domain without any violation of this Agreement or unlawful act of the receiving party; (iii) reaches the receiving party legally, coming from a third party and without any violation of the confidentiality obligations of that third party towards the owner of the Confidential Information; (iv) that whose disclosure has been authorized in writing by the owner of the Confidential Information; or (v) that has been independently developed by one of the Parties without it having had access to or used the Confidential Information of the other Party.

19.3. Exclusively for the contracted purposes and services, the PARTNER, on an irrevocable and irreversible basis, authorizes DISRUPTY TECNOLOGIA and/or its subsidiaries to:

Exchange between themselves the Confidential Information and other information, as well as consult and/or confirm the accuracy thereof in websites and databases in general;

Share the Confidential Information and other information with the Issuers, Domicile Institutions, Registrars, Acquirers and Card Schemes;

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 evaluation, verification and management of risk and fraud;

Use its Confidential Information and other information for the formation of a database, as well as its disclosure on any basis, provided that it is done in an anonymous, generalized and non-identifiable manner;

Communicate transactions that may be configured under the provisions of Law No. 9,613, of March 3, 1998, and other rules relating to the combat and prevention of money laundering, corruption and terrorism financing, including the applicable national and international rules and internal policies of DISRUPTY TECNOLOGIA in this regard; and

Inform, to the credit protection bodies, the data relating to the failure to pay obligations assumed by the Client with DISRUPTY TECNOLOGIA.

19.4. The confidentiality obligation shall remain valid even upon the termination of this Agreement for any reason. Failure to observe the requirements mentioned in this clause shall subject the PARTNER to the payment of indemnification under the terms of this Agreement and to the sanctions and payment of the fines and/or Losses, without prejudice to the other measures assured by law to the Parties and to the injured third parties.

20. Data Protection

20.1. The PARTNER declares to be aware that DISRUPTY TECNOLOGIA has no responsibility regarding the creation and security of the virtual environment of the PARTNER, nor even for the manner in which the access of the PARTNER's clients to such environment occurs.

20.2. The PARTNER is solely responsible for installing and keeping updated systems and/or devices, as well as other items necessary to prevent the violation of the equipment that will have access to the solutions and services made available by DISRUPTY TECNOLOGIA.

20.3. In addition, the PARTNER must ensure that the configuration of the equipment used by it, whether its own or that of third parties, meets the minimum security requirements for the use of the solutions and services made available by DISRUPTY TECNOLOGIA LTDA, so that DISRUPTY TECNOLOGIA shall be exempt from any liability regarding this matter.

20.4. This Agreement does not imply the assumption of any liability by DISRUPTY TECNOLOGIA for any processing of personal data that may be carried out by the PARTNER, companies of the same economic group and/or subcontractors ("Affiliates of the PARTNER"), with the PARTNER remaining solely and exclusively responsible for the said processing before the data subjects, the competent authorities and/or any related third parties.

20.5. If DISRUPTY TECNOLOGIA is sued, administratively, judicially or extrajudicially, by virtue of the processing of personal data carried out by the PARTNER and/or Affiliates of the PARTNER, including, but not limited to, in situations of security incidents, the PARTNER shall use its best efforts to exclude DISRUPTY TECNOLOGIA from the said demand, without prejudice to the reimbursement of any expenses, costs, fines, indemnifications and/or charges that DISRUPTY TECNOLOGIA may incur as a result thereof, including, but not limited to, attorneys', experts' and/or accountants' fees and/or any convictions.

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

21. Combat and prevention of corruption, terrorism financing and money laundering

21.1. The PARTNER declares, on its own behalf and on behalf of its collaborators, contractors, attorneys-in fact, partners, companies that are part of its economic group, and administrators ("Representatives"), that:

It acts in accordance with all laws, regulations, manuals, policies and any provisions related to the combat and prevention of corruption, money laundering and terrorism financing, including, but not limited to, the applicable Brazilian legislation, the UK Bribery Act and the Foreign Corrupt Practices Act (FCPA); and

It has not carried out, does not carry out and shall not carry out any acts or practices that, directly or indirectly, involve offering, promises, bribery, extortion, authorization, solicitation, acceptance, payment, delivery or any other act related to an undue pecuniary advantage or any other illegal favoring in noncompliance with the legislation mentioned above and applicable.

21.2. The PARTNER undertakes to inform DISRUPTY TECNOLOGIA if any of its Representatives have exercised or exercise the function of a public authority, as well as all family relationships or close personal relationships regarding its Representatives with a public authority.

21.2.1. The failure to comply with the provisions set forth in this Clause by the PARTNER may result in the unilateral termination of this Agreement, by DISRUPTY TECNOLOGIA, which may automatically suspend the fulfillment of obligations arising from this Agreement and/or terminate it immediately. The violation of this Clause, by the PARTNER or by its Representatives, shall also give rise to the obligation to indemnify DISRUPTY TECNOLOGIA for any losses under the terms of this Agreement.

21.3. The PARTNER agrees that DISRUPTY TECNOLOGIA may, at any time, audit the PARTNER regarding any information and/or document for the purpose of verifying compliance with the provisions of this Agreement. The audit mentioned herein may be carried out by DISRUPTY TECNOLOGIA or by a third party indicated and paid for by it, with the PARTNER, at all times, guaranteeing broad and unrestricted access to all pertinent 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 the normative acts issued by the competent authorities and government bodies, such as the Ministry of Finance, the Central Bank of Brazil, the Federal Revenue Service of Brazil or any other federal, state or municipal body, providing any data or information related to this Agreement.

22.2. The PARTNER declares to be aware of and authorizes DISRUPTY TECNOLOGIA to use the information, even if relating to its registration and arising from the Transactions carried out by the DISRUPTY TECNOLOGIA System, for the formation of a database, preserving the individuality and identification of each PARTNER.

22.3. The PARTNER authorizes DISRUPTY TECNOLOGIA to verify and exchange registration, credit and/or financial information about it nationally, with financial or credit protection entities, including to carry out consultations to Credit Risk Systems about any debts of responsibility of the PARTNER and to provide the said body with the information of its registration and credit data.

22.4. The PARTNER agrees that DISRUPTY TECNOLOGIA may send messages of an informative or advertising nature, by email or through the Features.

22.5. The Parties agree that the magnetic, digitized 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 right of exclusivity to the Parties, nor any other right or obligation other than those expressly provided for herein, excluding any relationship, overt or remote, of partnership, joint venture or association between the Parties, with neither of them being authorized to assume any obligations or commitments on behalf of the other.

22.7. The PARTNER authorizes DISRUPTY TECNOLOGIA to include, without any charge or encumbrance, its name, brands and logos, address, in marketing actions, catalogs and/or in any other means or promotional material used by DISRUPTY TECNOLOGIA, including the communication of its data, such as: name, address, trade name, telephone, website, email, line of business, among others; except for the right of the PARTNER to revoke this authorization, at any time, upon express and written request.

22.8. The Parties shall not be responsible for any failures or delays in the fulfillment of their obligations, when arising from a fortuitous event 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 jurisdiction (forum) of the domicile of the defendant. The Parties elect the Jurisdiction (Forum) of the domicile of DISRUPTY TECNOLOGIA or of the PARTNER, as DISRUPTY TECNOLOGIA may so understand, in Brazil, as competent to settle any disputes arising from this Agreement, with express waiver of any other, however privileged it may be. This Agreement shall be governed by and construed in accordance with the laws of the Federative Republic of Brazil.

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 signatures

23.1. The Parties expressly acknowledge the veracity, authenticity, integrity, validity and effectiveness of this Agreement, to be entered into by digital or electronic means, acknowledging as a valid manifestation of consent its signature in digital or electronic format, including if certificates not issued by ICP-Brasil are used, under the terms provided for in the Brazilian Civil Code and in Provisional Measure No. 2,200-2/2001.

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

Appendix 1

Provisions for the Partner (Mandatory)

For a great partnership with DISRUPTY TECNOLOGIA, the partner must follow the following guidelines: NEVER send false tracking codes;

NEVER use any aspect that constitutes plagiarism, such as logos and/or domains similar to those of other companies;

Respect privacy: do not use creatives with public figures, without authorization, whether in campaigns or online pages;

Improper use shall result in immediate blocking, guaranteeing the protection of intellectual property and maintaining ethical practices across all channels;

Below is the list of PROHIBITED PRODUCTS, items that cannot be traded on the platform. DISRUPTY TECNOLOGIA does not condone fraudulent companies and the failure to comply with these rules may result in blocks and the closure of your account.

DISRUPTY TECNOLOGIA cares greatly about your experience, so we keep everything aligned and transparent to avoid negative surprises!

Prohibited physical products

We do not accept the following items under any circumstances:

TV antennas and devices that allow decoding of television broadcast signals (such as HD TV 4K antennas); Christmas trees; automotive parts, new or used; Consortiums/Insurance; TV Box devices of any brand; household appliances in general, air conditioning; water purifiers; furniture; diapers; scaffolding; notebooks, parts, computers, smartphones and tablets; products with a sales value greater than BRL 1 thousand; online sale of coupons for offers and promotions; motor vehicles (including motorcycles, cars, scooters); wine kits, wine combos; bicycles; Red Silver pan sets; medications of any kind; batches of products, auction batches, mail batches; dinner sets; CO2 guns; food products in general; products that DISRUPTY TECNOLOGIA understands to be misaligned with our terms of use shall be notified for removal.

Prohibited info products

We do not accept the following items under any circumstances:

Lottery robots and other applications that promise lottery winnings; Pix robots; raffles and sweepstakes; subscriptions to streaming services and applications; info products with promises of gains related to pix, or amounts to be received from the government (e.g., Settlement, Amounts to be received, Recovery of amounts, Prosperity Recovery, among others); spy apps or any cell phone, WhatsApp cloning application, etc.; content with explicit nudity; third-party courses (drive with more than 100 courses); products with promises: cure for diabetes, clearing the Serasa name, among other promises that cannot be fulfilled; products related to Federal Government programs, such as Voa Brasil; social media followers/likes; sale of tickets; any type of product with characteristics of a crowdfunding or money donation.

We also do not accept the following items:

False tracking codes; using third-party brands registered with the INPI; use of creatives of public figures without authorization.

The failure to comply with these rules may result in blocks and account closures. DISRUPTY TECNOLOGIA cares greatly about your experience, so we keep everything very aligned to avoid any type of surprise in the future!

Annex I

Advance payment of Transactions

This Annex is an integral and inseparable part of the Terms and Conditions of Use of DISRUPTY TECNOLOGIA ("Agreement") and its purpose is to establish the conditions for the PARTNER to request the Advance payment of the Transactions.

1. Definitions

1.1. All obligations and responsibilities of the PARTNER provided for in the Agreement apply subsidiarily to this Annex, as well as its definitions.

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

Acceptance. broad and general acceptance, by the PARTNER, of the conditions applicable to the Advance, in accordance with the established forms.

Advance. advance payment to the PARTNER of the Net Amount owed by virtue of the completion of Transactions in the credit modality.

Receivables. receivable units arising from credit or debit Transactions, existing or future, that may be the object of an Advance.

Advance Fee. additional fee to be paid by the PARTNER to DISRUPTY TECNOLOGIA, levied on the Net Amount of the Transaction, by virtue of the Advance of the 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 DISRUPTY TECNOLOGIA System.

2.1.1. DISRUPTY TECNOLOGIA may, if it deems it viable and at its sole discretion, carry out the Advance of the payment of the Transactions, through prepayment or assignment of the Receivables.

2.1.2. For the Advance of the payment of the Transactions, DISRUPTY TECNOLOGIA may request the submission of complementary information and documents, in addition to those provided in the Registration.

2.2. The Advance to the PARTNER may be carried out only upon the demand of the PARTNER, in accordance with the periodicity and the Advance Fee agreed between the Parties.

2.3. The contracting of the Advance shall be considered valid as of the acceptance of the PARTNER in the Registration or in the DISRUPTY TECNOLOGIA System (as applicable), and shall remain in force during the agreed term or until there is effective settlement.

2.3.1. Unless otherwise stipulated, either Party may cancel the Advance, upon simple communication; and the payment of the Transactions carried out until the confirmation of the cancellation by DISRUPTY TECNOLOGIA shall 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 DISRUPTY TECNOLOGIA will approve future requests of the PARTNER, with DISRUPTY TECNOLOGIA being responsible for approving or not each of the requests made, at its sole discretion.

2.4. With the formalization of the Advance, there shall be the transfer of the credit rights arising from the Transactions, so that DISRUPTY TECNOLOGIA shall become the sole and exclusive creditor of the assigned Receivables, covering all guarantees, privileges, prerogatives and other inherent conditions.

2.4.1. For the formalization of the Advance, the PARTNER hereby authorizes DISRUPTY TECNOLOGIA to carry out the transfer of the ownership of the assigned Receivables before the Registry System, performing all necessary acts for this purpose.

3. Authorization of the Partner

3.1. The PARTNER hereby authorizes DISRUPTY TECNOLOGIA to consult the Registry System, so that it may have access to all information relating to the Receivables of any Acquirer or Sub-acquirer institution, including the quantity of Transactions, periodicity of payment and existence of liens or encumbrances.

3.2. The authorization shall be given exclusively for the Advance and for the term of the Agreement; and the PARTNER may revoke this authorization, at any time, upon prior communication to DISRUPTY TECNOLOGIA.

3.3. In the impossibility of access to the receivables schedules reported by the Acquirers and Sub-acquirers, by DISRUPTY TECNOLOGIA, the PARTNER undertakes to make available the information of the Transactions carried out by the respective Acquirers or Sub-acquirers.

3.4. The PARTNER hereby authorizes DISRUPTY TECNOLOGIA to carry out the sharing of the Receivables arising from the Transactions carried out in the DISRUPTY TECNOLOGIA System, with financial institutions, investment funds or other creditors, which, in the capacity of assignees, may enter into the Advance.

4. General provisions

4.1. The Advance of Receivables shall take place, at the sole discretion of DISRUPTY TECNOLOGIA, under the terms of the legislation in force and the rules of the Regulatory Bodies.

4.2. The Advance shall only be approved by DISRUPTY TECNOLOGIA if the PARTNER does not have debts, liens or encumbrances registered in the Registry System.

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

4.2.2. In such a case, the Advance may be carried out partially, if, after the 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 the Transactions. In the event of debit, reversal or cancellation of Transactions, including by Chargeback, the amounts subject to the Advance shall be automatically set off against the future Receivables arising from other Transactions carried out by the PARTNER.

4.3.1. To enable the set-off, DISRUPTY TECNOLOGIA may carry out the registration of the assignment or of an encumbrance in the Registry System, over the future Receivables of the PARTNER.

4.3.2. In the absence of future receivables, the PARTNER shall carry out the payment of the reversed Transactions, within the term indicated by DISRUPTY TECNOLOGIA, under penalty of the application of the contractually stipulated default charges, and without prejudice to the termination of the Agreement and the reimbursement of complementary indemnification.

4.4. The term of this Annex shall be equivalent to the term of the Agreement; and either Party may opt for the maintenance of the Agreement and the termination of this Annex, at any time and without cause, upon written communication, with 30 (thirty) days' notice.

4.5. The terms and conditions provided for in this Annex may be amended by the same forms provided for in the Agreement.

Annex II

Prohibited and restricted products

This Annex is an integral and inseparable part of the Terms and Conditions of Use of DISRUPTY TECNOLOGIA ("Agreement") and its purpose is to indicate an exemplary and non-exhaustive list of products that may and may not be traded by the PARTNERS.

1. This Annex may be constantly updated or amended by DISRUPTY TECNOLOGIA, without the need for prior notice, and DISRUPTY TECNOLOGIA may at any time, at its discretion, prohibit the sale of products or services registered in the DISRUPTY TECNOLOGIA System, that it understands to offer risks to the Cardholders or to DISRUPTY TECNOLOGIA.

2. In case of doubts about the possibility of trading any product that is not expressly indicated in this Annex, the PARTNER shall consult the legislation or contact DISRUPTY TECNOLOGIA directly, under penalty of having its de-accreditation from the DISRUPTY TECNOLOGIA System.

3. The PARTNER accepts and agrees that it is its responsibility to ensure that the products for sale on its sites comply with all laws and in accordance with the terms established by DISRUPTY TECNOLOGIA.

4. For the convenience of the PARTNER, DISRUPTY TECNOLOGIA provides below a non-exhaustive guideline on prohibited and restricted products that may not be put up for sale using the DISRUPTY TECNOLOGIA System for payments:

Violation of any provision of Brazilian legislation, including those emanating from the bodies of sanitary surveillance, agriculture and livestock, animal protection, mineral production and the army;

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

Any crimes or the trading of products that are the object of crimes, including products that are the object of robbery, theft or other property crimes;

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

Prostitution, human trafficking, exploitation of images of minors or objects that foster sexual crimes and pedophilia, as well as abortion pills, equipment aimed at carrying out abortion or that facilitate, encourage or promote the practice of other crimes;

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;

Promotion of hatred, violence, discrimination, racial or ethnic intolerance, rebellions and protests, terrorism, harassment or abuse;

Reproduction, imitation, recreation, modification, copy or replica of any product that violates any copyrights, trademarks, patents, industrial designs, industrial secret and industrial or intellectual property of third parties, or that violate industrial property, Brazilian legislation or that of any other country, products that contain software for OEM, NFR, copies and/or backup files, license, academic programs and/or developed for some educational entity or industrial secrets;

Genetically modified organisms, as well as organs, tissues, bones, limbs, mortal remains and other products related to the human or animal body;

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 fiscal documentation;

In any way, even if indirectly, has as its purpose or support for the commission or preparation for a terrorist act;

Concealment, handling, investment or use of amounts or other assets arising from criminal activities or to give the appearance of legality to funds arising from such activities;

Operations whose objective is to defraud the law or the rights of third parties, such as trading personal data of third parties or that infringe Law No. 13,709 — General Personal Data Protection Law;

Motor vehicles (including motorcycles, cars);

Multi-level Marketing services;

Computer/IT Network services, for the sale of access to cyberlockers;

Financial services, including, but not limited to, traveler's checks, money orders, foreign exchange, virtual currencies and cash advances by non-financial institutions;

Any other product or service prohibited by one or more Card Schemes.

4. The cases listed above are merely exemplary and not exhaustive, and shall be interpreted broadly; and DISRUPTY TECNOLOGIA may establish other prohibited activities and/or products understood to be inadequate or illegal, at its sole and exclusive discretion, or by force of Brazilian legislation.

4.1. Regardless of the exemplary list above, it shall be incumbent upon the PARTNERS, before selling or acquiring any product, to verify the legality of the products, activities, advertisements and means of disclosure, in accordance with Brazilian legislation.

5. DISRUPTY TECNOLOGIA is committed to the combat against 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 illegal schemes that offer clients money in a short period such as misleading advertisements, lottery tickets, prize booklets, 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 contracts or off-shore to finance or refinance debts; (iii) sale of non-existent products or products impossible to be sold; (iv) sale of credit instruments or products exclusive to financial institutions, the Stock Exchange, or regulated and unregulated 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 a scheme of 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. The violation of the rights relating to industrial property shall result in the liability of the PARTNER, of a civil and criminal nature, in accordance with the penalties provided for in Brazilian legislation and that of other countries.

7. DISRUPTY TECNOLOGIA shall cooperate with the authorities that may request information, documents, clarifications, complaints or verification of activities that may infringe the provisions of the Legislation or the rights of third parties. Whenever possible, DISRUPTY TECNOLOGIA shall inform the PARTNERS of any of the requests.

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

8.1. If a violation of the Agreement or its Annexes is verified, DISRUPTY TECNOLOGIA may suspend the provision of the Services, withhold the payments arising from the Transactions, in accordance with the conditions provided for in the Agreement and even terminate the provision of the Services.

8.2. In case of doubts in relation to the terms and conditions described herein, the PARTNER may contact DISRUPTY TECNOLOGIA through the DISRUPTY TECNOLOGIA Platform or other available service channels.

9. The terms and conditions provided for in this Annex may be amended by the same forms provided for in the Agreement.