Sell on our marketplace

The service provided by Blombô, the object of these General Terms and Conditions, consists of: (i) offering and hosting spaces on its Website for Users to advertise products for sale; and (ii) facilitating direct contact between the selling User and the buying User, who is interested in purchasing the advertised product, by disclosing the contact details from one party to another.

Thus, Blombô enables registered Users to communicate and negotiate directly with each other, without any direct or indirect intervention from Blombô itself in the negotiation and finalization of the agreed transaction.

These Terms may, at any time and without prior notice, be subject to change by Blombô in order to improve the services provided, or to comply with legal requirements.

In this case, the new Terms will be published by Blombô on its Site and will come into effect within 15 (fifteen) days from said publication. Within the same period, Users must formally and in writing (by email) express their disagreement with the changes made. In this case, the contractual relationship between Blombô and the User will be immediately terminated, except for outstanding debts. If the User does not respond within the set period, the new Terms will be considered accepted by the User, thus renewing the legal relationship between the parties.

It is established that any modification resulting in changes to advertisements already published and/or ongoing negotiations at the time of the publication of the new Terms by Blombô will be governed, only in these cases, by the wording in force at the time of the events.

Blombô may, at its sole discretion, make changes with the intention of creating, altering, or removing any type of tools and/or functionalities of the Site, establishing, therefore, the collection of fees from its Users, provided that they, being informed in advance, express their consent. In the event that the User disagrees with what is established, the contractual relationship will be considered terminated, except for the existence of outstanding debts.

The use of the services provided by Blombô is conditioned upon the capacity to contract, and thus will only be admitted through the registration of individuals or legal entities that hold such capacity under the terms of the current Brazilian legislation.

It is prohibited to register and use Blombô services: (i) by individuals or legal entities that do not have full legal capacity to enter into legal transactions with Blombô or third parties; and/or (ii) by Users who have had their registration temporarily suspended or permanently excluded from Blombô or who are prevented from accessing the site due to any legal or contractual sanctions imposed on them.

The use of Blombô services must necessarily be preceded by the acceptance of the General Terms and Conditions of Use and the subsequent and necessary registration of the User, where they agree to provide their personal data by filling in all the required fields indicated.

The User undertakes to keep the data entered in their registration ("Personal Data") always updated, acting to ensure that they remain accurate, precise, and true.

At the time of registration, Blombô, in compliance with the relevant legislation, will submit the personal data ("Personal Data") provided by its Users for standard validation, which, in turn, does not exempt Users from their exclusive responsibility for their correction.

Users guarantee and therefore individually respond, in any circumstance, civilly and criminally, for the truthfulness, accuracy, and authenticity of the registered Personal Data.

User access to Blombô will be through their account, identified by email ("login") and password, which will be created upon registration. Users undertake not to disclose this personal and non-transferable usage data to third parties, which are confidential, and fully assume responsibility for any misuse or unauthorized use thereof.

Users who use Blombô services declare that they will not use any word resembling the name Blombô, its brand, domain name, or any other intellectual property, nor may any other term be used that implies or indicates that the advertised products belong to or have any relationship with Blombô.

Likewise, Blombô, at its sole discretion and without prior notice, may exclude names that violate current legislation, mislead third parties, violate third-party rights, including copyrights, intellectual property, and others considered offensive or abusive.

Blombô may, at its sole discretion, reject any registration request and temporarily or permanently suspend or cancel the respective registration, even if previously accepted, that is not in accordance with the policies and rules of these General Terms and Conditions of Use and current Brazilian legislation, and, as applicable.

The User declares to be solely responsible for the accuracy and for any content that is published in their advertisements on the Blombô Site, thus exempting Blombô from any liability in this regard.

If required by Blombô, under penalty of applicable sanctions, the User agrees to, within 48 (forty-eight) hours from receipt of the relevant notification, provide additional data and/or documents that may be necessary for the verification and validation of their registration data.

In the event that the User fails to comply with the request sent by Blombô, Blombô may unilaterally and at its discretion conduct the necessary investigations to ascertain and obtain the relevant data and information, and may, at its sole discretion, temporarily suspend the User's account and their respective advertisements until any discrepancies are clarified.

If the inaccuracy or inconsistency of the registration data provided by the User is confirmed and not corrected by them (the User) within 05 (five) days, Blombô may, without prior notice, permanently cancel the User's account, without any entitlement to compensation or reimbursement, without prejudice to Blombô adopting other necessary and appropriate measures and sanctions.

The application of any of the aforementioned sanctions will automatically and immediately result in the cancellation of all advertisements by the respective User, without any entitlement to compensation or reimbursement for any reason.

Blombô reserves the right to prevent or cancel, as soon as verified, the registration of a User whose previous registration has been temporarily suspended or canceled for violation of these General Terms and Conditions of Use and current Brazilian legislation.

The User undertakes to immediately and formally notify Blombô, by secure means, if they become aware of any unauthorized use of their account, unauthorized access by third parties, or the loss or unauthorized acquisition of their access password.

The User is aware that they are solely responsible for all operations carried out in their account, as access will only be granted by entering their personal and non-transferable password, owned exclusively by them.

Blombô will only authorize the creation of 01 (one) registration per User, and the duplication of registrations is prohibited, which, if detected, will result in the immediate and permanent cancellation of all User accounts and, consequently, the immediate cancellation of all their advertisements, without prior notice, without any entitlement to compensation or reimbursement, without prejudice to Blombô applying other necessary and appropriate measures and sanctions.

It is established that no form of temporary or permanent transfer of the account or User name to another party will be admitted under any circumstances.

From the moment of registration, the User expressly authorizes Blombô to send, to their domicile and/or registered email address (email), commercial and/or advertising information about its activities. The User may, at any time, express their intention to terminate this authorization, which must be formalized in writing.

Blombô does not authorize the publication of ads for products that violate and/or are prohibited, in accordance with the current Brazilian legislation and these General Terms and Conditions of Use, which, if identified by Blombô, by its own means or when notified by third parties, will result in their immediate removal.

Blombô will provide Users with space to publish their product sales ads, in specific categories. Ads may contain photos, videos, texts, and any other information that is relevant and corresponds absolutely to the offered product. If the User fails to comply with what is established here, publishing an ad with false information and/or images, Blombô is authorized, without any notification, to remove it from its Site, without prejudice to the application of appropriate sanctions, and the User will not be entitled to any compensation or reimbursement.

The selling User declares that by including a product for sale on Blombô's Site, they have the right to display and alienate the respective product and hereby confirm their unequivocal intention to do so, as well as to make it available for immediate delivery to the buying User.

When applicable, the selling User, according to current legislation, must include in the ads published on Blombô the description of the taxes incident on the agreed operation. In the event that the advertising User violates what is established in this clause, Blombô, regardless of any notification, may, at its sole discretion, edit the ad or request that the User do so within a defined period, or even remove the respective ad, without prejudice to the application of other appropriate measures and sanctions.

The services provided by Blombô have no determined term, which is why the User acknowledges that Blombô reserves the right to, at any time, provided it is communicated in advance with a prior notice of 10 (ten) days, interrupt any of the services offered, including the Site itself.

GENERAL TERMS OF CONTRACTING PRODUCTS AND PAYMENT SERVICES

These General Terms of Contracting Products and Payment Services ("Contract") are entered into between (i) the user, whether a natural person or a legal entity, duly qualified in the respective channels provided by the Contractor (as defined below) ("Client"); and (ii) the service providers of the contracted services indicated in the respective Annexes, as applicable (hereinafter collectively or individually referred to, as the case may be, as the "Contractor").

The Contractor and the Client are hereinafter collectively referred to as the "Parties" and individually as a "Party".

For the perfect execution of this Contract, the Parties must observe the general conditions set forth below, without prejudice to complying with the specific conditions of the products and/or services contracted, as provided in the Annexes to this Contract.

The Contract and its respective Annex must be interpreted together as the "Contract".

GENERAL CONDITIONS

CLAUSE I - Object

1.1. This Contract aims to regulate the terms and conditions of the services provided by the Contractor to the Client, as described in the Annexes to this Contract.

CLAUSE II - Rules of Interpretation

2.1. The following rules shall apply to the interpretation of this Contract:

(i) References to any documents or instruments include all their respective amendments, replacements, consolidations, and supplements, unless otherwise expressly provided in this Contract;

(ii) References to legal provisions shall be interpreted as references to those provisions as amended or consolidated, or as their application is periodically altered by other regulations;

(iii) As used in this Agreement: terms (a) "or" is not exclusive (unless the context requires otherwise); (b) "including" means "including, but not limited to"; (c) singular words include the plural, and vice versa; (d) words applicable to one gender apply to all genders; (e) the terms "of this instrument", "in this instrument", "by this instrument", "to this instrument" and similar expressions refer to the Agreement as a whole, including its Annexes; (f) the terms "Clause" and "Annex" refer to a specific Clause or Annex of this Agreement; and (g) the phrase "in accordance with", "as described in", "subject to the terms of" a specific Clause of this Agreement, or words of similar meaning, shall refer to the relevant Clause;

(iv) A reference to any person includes successors and authorized assigns of that person;

(v) Any reference to "days" means calendar days, unless "Business Days" are expressly provided;

(vi) The Appendices identified in this Contract are an integral part of this instrument for all purposes; and

(vii) All deadlines provided for in this Contract shall be counted excluding the first day and including the last day; additionally, all deadlines established in this Contract that end on a Saturday, Sunday, or national holiday shall be automatically extended to the next Business Day.

CLAUSE III - Customer Obligations

3.1. Notwithstanding the other obligations set forth in this Agreement and its respective Annexes, the Customer undertakes, during the entire term of this Agreement:

(i) To comply with the obligations set forth in this Agreement and make the payments due under this Agreement in the forms and within the respective deadlines and due dates;

(ii) To observe, respect, and comply with all laws, regulations, and instructions applicable to its activities, including but not limited to the rules and requirements determined by the Central Bank, the Card Brands, the Payment Means market, the Brazilian payment system, and applicable legislation and regulations, whether Brazilian or foreign;

(iii) To keep the Contractor informed, through the channels informed by the Contractor, about any relevant matter within its knowledge that may impact the execution of the object of this Agreement and/or imply changes to any of the activities object of this Agreement, especially the occurrence of any fact or legal act that may impact the Contractor's obligations related to the negotiation of Receivables and/or any bankruptcy, judicial recovery, liquidation or similar proceedings of the Contractor, its controllers, its controlled companies and its affiliates, as well as inform the Contractor about any alienation of any of its assets or commercial points;

(iv) (a) To provide the Contractor, immediately, with all the information requested for the execution of the Contract, as well as to authorize the Contractor to collect from any third parties all the information necessary for the provision of services, including, but not limited to, registration data, Receivables, corporate and/or banking; and (b) to keep such information updated throughout the term of this Contract; the Customer must provide such information to the Contractor within 5 (five) Business Days after the Contractor's request or after any change in the information, as applicable, under penalty of the Customer being liable, under the terms of the law, for the truthfulness, certainty, sufficiency, and consistency of the information provided to the Contractor and for any discrepancy between the data provided to the Contractor and the real and/or official data, including any Losses related and incurred by the Contractor;

(v) To reimburse the Contractor for any expenses that the Contractor may incur to comply with third-party orders regarding the Customer, including, without limitation, the fulfillment of judicial and extrajudicial requests, blockages, attachments, and seizures; and

(vi) To perform the technical adjustments requested by the Contractor, such as homologations and system updates, within the deadlines requested by the Contractor, in order to ensure the security and efficiency of the services provided to the Customer.

CLAUSE IV - Customer Declarations

4.1. The Customer declares and warrants to the Contractor, on its behalf and on behalf of the companies that are part of its economic group, as of the date of signing this Agreement, that:

(i) It has the capacity and power to: (a) enter into this Agreement; (b) comply with all obligations assumed in this Agreement; and (c) consummate the legal transaction as contemplated in this Agreement, having taken all necessary measures for this purpose;

(ii) This Agreement constitutes a legal, valid, and binding obligation of the Customer, enforceable according to its terms, and neither the signature and formalization, by the Customer, of this Agreement, nor the performance, by the Customer, of any of its obligations under this Agreement depend on any consent, approval, and/or authorization from, notification to, or filing or registration with, any person, entity, court, or governmental authority;

(iii) The documents and information provided by the Customer to the Contractor are truthful, correct, complete, consistent, and sufficient and are up-to-date as of the date they were provided to the Contractor;

(iv) The Contractor, as well as the other companies that are part of the Contractor's economic group, may use the Customer's information, as well as those related to the transactions carried out by the Customer, provided that the rules regarding data protection and banking secrecy applicable are observed;

(v) It has not been and is not subject to any bankruptcy, judicial or extrajudicial recovery procedure, or similar procedure, and is not insolvent;

(vi) It carries out its activities in compliance with the legislation and regulations applicable to them, as the case may be, not engaging in any illicit activity;

(vii) It does not engage in practices of negative discrimination, and limitations on access to employment or its maintenance, including, but not limited to, reasons of sex, origin, race, color, physical condition, religion, marital status, age, family situation, or pregnancy status;

(viii) It authorizes the Contractor to carry out, on behalf of the Customer, communications and requests to the Registrar so that (i) Receivables registrations are carried out; (ii) constitutions and discharges of burdens and encumbrances, of any nature, on the Receivables are effected, upon request from financial institutions and interested third parties; and (iii) consents provided or not provided to third parties and operations contracted or not by the Customers with third parties are contested, in accordance with applicable regulations; and

(ix) 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 regarding health and occupational safety; (c) it does not relate to or contract with companies or entrepreneurs that do not adhere to environmental and labor standards; and (d) it has and presents, whenever requested, all documents required by labor and environmental legislation; and (e) it will keep the Contractor informed about inquiries and/or manifestations from public agencies regarding environmental and labor issues.

4.2. REGARDING YOUR DATA, WHICH MAY INCLUDE PERSONAL DATA, THE CUSTOMER:

(i) ACKNOWLEDGES THAT, IN THE CONTEXT OF EXERCISING ITS ACTIVITIES, THE CONTRACTOR WILL PROCESS ITS INFORMATION (PERSONAL, COMMERCIAL, AND/OR FINANCIAL), INCLUDING, BUT NOT LIMITED TO, NAME, ADDRESS, CPF OR CNPJ NUMBER, AND EMAIL ADDRESS;

(ii) ACKNOWLEDGES THAT THE CONTRACTOR MAY SHARE ITS INFORMATION (PERSONAL, COMMERCIAL, AND/OR FINANCIAL), RESPECTING THE RULES REGARDING BANKING SECRECY AND DATA PROTECTION, WITH: (A) COMPETENT PUBLIC AUTHORITIES THAT REQUEST THEM, NATIONAL AND FOREIGN, IN ACCORDANCE WITH APPLICABLE LEGISLATION; (B) AFFILIATES, LOCATED IN BRAZIL AND ABROAD, TO ALLOW THE PROVISION OF SERVICES CONTRACTED THROUGH THIS AGREEMENT AND/OR WITH THE INTENTION OF PROVIDING BETTER FUNCTIONS AND/OR SERVICES TO THE CUSTOMER; AND (C) OTHER INSTITUTIONS AUTHORIZED BY THE CENTRAL BANK, ON AN AD HOC BASIS, TO VERIFY AND INVESTIGATE POSSIBLE FRAUDS IN SPECIFIC CASES; AND

(iii) ACKNOWLEDGES THAT THE CONTRACTOR AND ITS AFFILIATES, AS APPLICABLE AND AT ANY TIME, MAY CONSULT PUBLIC AND PRIVATE DATABASES, SUCH AS CREDIT BUREAUS, WHICH MAINTAIN RESTRICTIVE INFORMATION ON CREDIT, REGISTRATION, BEHAVIORAL, AND FINANCIAL DATA OF INDIVIDUALS AND LEGAL ENTITIES, UNSTRUCTURED DATABASES MAINTAINED BY THIRD PARTIES, INCLUDING SOCIAL NETWORKS, FOR THE PURPOSES OF CREDIT AND RISK PROTECTION AND ANALYSIS, AS WELL AS SYSTEMS FOR REGISTERING FINANCIAL ASSETS OPERATED BY REGISTRATION ENTITIES, FOR THE PURPOSE OF CONSULTING RECEIVABLES AGENDA, CONTRACT EFFECTS ON RECEIVABLES UNITS REGISTERED IN THE REGISTRATION SYSTEMS, FURTHER ACKNOWLEDGING THAT THE CONTRACTOR, COMPANIES OF ITS ECONOMIC GROUP, AND ITS AFFILIATES ARE AUTHORIZED TO SEND INSTRUCTIONS TO ACCREDITING INSTITUTIONS AND REGISTRATION ENTITIES FOR THE PROVISION OF SERVICES.

4.3. The Customer authorizes the Contractor, and its Affiliates, for a period of 24 (twenty-four) months from the registration of this Agreement, as amended by amendments recorded in the margin of the main registration, with the purpose of subsidizing credit risk analysis and/or commercial and business relationship between the Parties and/or between the Customer and the Affiliates, to consult their information (personal, commercial, and/or financial), including, but not limited to, credit history and score and/or Receivables agendas, contained in (a) Central Bank Credit Information System - "SCR", in accordance with applicable regulations; (b) default information - Positive Registry, in accordance with applicable regulations; and (c) systems for registering financial assets operated by registration entities, authorized by the Central Bank.

4.3.1. The Customer hereby declares to be aware that:

(i) The SCR aims to: (i) provide information to the Central Bank, for the purpose of monitoring credit in the financial system and for the exercise of its supervisory activities; and (ii) enable the exchange of information among financial institutions about the amount of customers' liabilities in credit operations;

(ii) The Contractor may have access to the data concerning the Customer in the SCR through the Central Bank's Registered system;

(iii) Requests for corrections, exclusions, and expressions of disagreement regarding the information contained in the SCR must be directed to the SAC of the financial institution responsible for including the information. The Customer may file a complaint with the Central Bank's Public Service Center - CAP, or through a suitable judicial measure, against the financial institution responsible for the incorrect entry of the information;

(iv) Inquiry about any information in the SCR depends on prior authorization, granted by this Clause 4.3; and

(v) More information about the SCR can be obtained by consulting the Central Bank's virtual environment (www.bcb.gov.br).

4.3.2. The Customer may, at any time, revoke this authorization to access the SCR.

4.3.3. The Customer authorizes the Contractor to share information related to transactional movement, in accordance with current legislation, especially Article 1, § 3, v, of Complementary Law 105/01, with:

(i) Stone Sociedade de Crédito Direto S.A., registered under CNPJ/ME no. 34,590,184/0001-09, for the purpose of enabling credit analysis and other activities related to the possible credit operation existing between the Customer and the SCD; and

(ii) Stone Instituição de Pagamento S.A., registered under CNPJ/ME no. 16,501,555/0001-57, for the purpose of enabling (a) analysis and execution of Receivables operations, and (b) opening of a Stone Account.

4.4. THE CUSTOMER AUTHORIZES THE SENDING OF INFORMATION RELATED TO ITS RECEIVABLES SCHEDULE AND NEGOTIATIONS BACKED BY RECEIVABLES TO FINANCIAL ASSETS REGISTRATION SYSTEMS MANAGED BY REGISTRATION ENTITIES, IN ACCORDANCE WITH THE APPLICABLE REGULATIONS FOR THE REGISTRATION AND NEGOTIATION OF RECEIVABLES FROM PAYMENT ARRANGEMENTS INTEGRATED INTO THE BRAZILIAN PAYMENT SYSTEM.

4.5. The Customer hereby authorizes and grants powers to the Contractor, irrevocably and irretrievably, in accordance with Articles 683 and 684 of the Civil Code, to open an account for a Stone Account with Stone, in the name and ownership of the Customer, with the aim of providing a better experience to the Customer regarding the services object of this Agreement and its Annexes, as well as other services that may be contracted by the Customer with the Contractor and its Affiliates.

4.5.1. Until the Customer voluntarily completes all necessary procedures for the registration of other functionalities, the Stone Account in their ownership will have limited functionality, and the Customer may solely transfer balances of free movement to accounts of the same ownership, including their Pagar.me Account. Therefore, the Customer hereby authorizes and grants powers to the Contractor, irrevocably and irretrievably, in accordance with Articles 683 and 684 of the Civil Code, to operate the Stone Account in their ownership, on their behalf, in order to arrange such transfers, as applicable.

4.5.2. During this period, the mere existence of the Stone Account will not incur any cost, administrative charge, or fee for the Customer. If the Customer chooses to expand the range of functionalities of the Stone Account, at their sole discretion, the commercial conditions that Stone may require at the time of the request will apply.

4.5.3. The Terms and Conditions of Use of the Stone Account, with the general rules for the use of the Stone Account, can be found at: https://www.stone.com.br/contrato/.

4.6. The Customer acknowledges that the Contractor may share their data, information, and registration documents with Stone, as required by Stone's Policies and current regulations, in order to enable the opening of the Stone Account with Stone, in accordance with the Terms and Conditions of Use of the Stone Account.

CLAUSE V - Contractor's Obligations

5.1. Notwithstanding the specific obligations of the Contractor provided for in the respective Annex, the Contractor undertakes to use its best efforts to ensure the full execution of the contracted services, in order to avoid any failures and/or interferences that may impair the provision of services or offering of products to the Customer.

CLAUSE VI - Confidentiality

6.1. The Customer undertakes to maintain absolute secrecy and confidentiality regarding all Confidential Information. In the event of its eventual violation or disclosure, including by acts of its employees or third parties, the Customer shall be liable for reimbursing the Losses incurred by the Contractor and third parties, including consequential damages, lost profits, legal costs, and attorney fees.

6.2. The Customer undertakes to keep, preserve, and safeguard all Confidential Information delivered to them or to which they have access as a result of this Agreement, in an absolutely secure location, inaccessible to third parties, except for individuals duly authorized by the Contractor and aware of the confidentiality obligation defined herein, who also undertake to observe the restrictions provided herein.

6.3. The Customer agrees to use the Confidential Information made available to them under the Agreement exclusively for the purposes and services contracted, and any alteration of its form or substance is prohibited.

6.4. The Contractor undertakes to maintain the confidentiality of data from transactions carried out by the Customer, except when requested by a judicial, administrative, or arbitral order, required by law, by the Flags, by the Registrars, and/or by the Contractor's service providers, if applicable. The Contractor may provide competent authorities, such as the Ministry of Finance, the Central Bank, the Federal Revenue Service, State and Municipal Revenue Departments, Parliamentary Inquiry Commissions, Financial Activities Control Bodies, Federal Police, Courts of Justice, Public Prosecutor's Office, etc., with all information requested regarding the Customer or any data related to transactions carried out by the Customer.

6.5. Solely for the purposes and services contracted, the Customer, irrevocably and irretrievably, authorizes the Contractor and/or the companies belonging to the Contractor's economic group to:

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

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

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

(iv) Use their Confidential Information and other information for database formation, as well as its disclosure for any purpose, provided that it is done anonymously, in a generalized and non-identifiable manner;

(v) Report transactions that may be configured under Law No. 9,613, of March 3, 1998, and other regulations related to combating and preventing money laundering, corruption, and terrorism financing, including applicable national and international standards and internal policies of the Contractor in this regard; and

(vi) Inform credit protection agencies about data regarding the non-payment of obligations assumed by the Customer with the Contractor.

6.6. The obligation of confidentiality shall remain valid even upon termination of this Agreement for any reason. Failure to comply with the requirements mentioned in this clause shall subject the Customer to payment of compensation under the terms of this Agreement and to sanctions and payment of fines and/or Losses, without prejudice to the other measures provided for by law to the Parties and the affected third parties.

CLAUSE VII - Data Protection

7.1. If the Customer transmits, processes, or stores Cardholder data in its environment, whether physical or digital, it undertakes to comply with and adhere to the rules, including but not limited to those issued by the PCI (Payment Card Industry) Security Standards Council or any subsequent standards, observed by the Contractor, which regulate cardholder data security in the local and international Payment Methods market, during the term of this Agreement, under terms and conditions defined by the Contractor.

7.1.1. The above obligation extends to any supplier contracted by the Customer whose activity involves the transmission, processing, or storage of Cardholder data.

7.1.2. The Customer must notify the Contractor within a maximum of 24 (twenty-four) hours if it becomes aware of any Cardholder data breach.

7.2. The Customer acknowledges that the Contractor is not responsible for the creation and security of the Customer's virtual environment, nor for how the Customer's clients access such an environment.

7.3. The Customer is solely responsible for installing and keeping systems and/or devices up-to-date, as well as other items necessary to prevent equipment violation that will have access to the solutions and services provided by the Contractor.

7.4. In addition, the Customer must ensure that the configuration of the equipment it uses, whether owned or third-party, meets the minimum security requirements for the use of the solutions and services provided by the Contractor, so that the Contractor shall be exempt from any liability regarding this matter.

7.5. This Agreement does not imply the assumption of any responsibility by the Contractor for any processing of personal data that may be carried out by the Customer, companies of the same economic group, and/or subcontractors ("Customer's Affiliates"), with the Customer remaining solely and exclusively responsible for such processing before data subjects, competent authorities, and/or any related third parties.

7.6. If the Contractor is demanded, administratively, judicially, or extrajudicially, due to the processing of personal data carried out by the Customer and/or Customer's Affiliates, including but not limited to situations of security incidents, the Customer must make the best efforts to exclude the Contractor from said demand, without prejudice to reimbursement of any expenses, costs, fines, indemnities, and/or burdens incurred by the Contractor as a result thereof, including but not limited to attorney's, expert, and/or accounting fees and/or any eventual convictions.

7.7. With regard to personal data, the Customer declares that it has read and is aware of the content of the Contractor's Privacy Notice, provided on the website and/or other environments made available by the Contractor.

CLAUSE VIII - Combating and Preventing Corruption, Terrorism Financing, and Money Laundering

8.1. The Customer declares, on its behalf and on behalf of its collaborators, contractors, partners, companies within its economic group, shareholders, employees, workers, and administrators ("Representatives"), that:

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

(ii) It has not engaged in, does not engage in, and will not engage in any acts or practices that, directly or indirectly, involve offering, promises, bribery, extortion, authorization, solicitation, acceptance, payment, delivery, or any other act related to undue pecuniary advantage or any other illegal favoritism inconsistent with the legislation mentioned above and applicable.

8.2. The Customer undertakes to inform the Contractor if any of its Representatives have previously held or currently hold a public authority position, as well as all family relationships or close personal relationships concerning its Representatives with public authority.

8.3. Failure to comply with the provisions of this Clause by the Customer may result in the unilateral termination of this Agreement by the Contractor, who may automatically suspend the performance of obligations arising from this Agreement and/or terminate it immediately. Violation of this Clause by the Customer or its Representatives shall also entail the obligation to indemnify the Contractor for any Losses under the terms of this Agreement.

8.4. The Customer agrees that the Contractor may, at any time, audit the Customer regarding any information and/or document for the purpose of verifying compliance with the provisions of this Agreement. The audit mentioned herein may be conducted by the Contractor or by a third party indicated and funded by it, and the Customer must at all times ensure broad and unrestricted access to all relevant documents and locations.

8.5. The Customer undertakes to immediately notify the Contractor in the event of any violation, suspicion of violation, or any irregular situation that arises against the applicable legislation concerning the combating and prevention of money laundering, terrorism financing, and corruption, as well as international agreements and conventions regulating the matter.

CLAUSE IX - Use of the Brand

9.1. The Customer authorizes the Contractor, without any charge or burdens, to include its name, trademarks, logos, and address, as well as those of its commercial units and branches, in marketing actions, communications, catalogs, and/or any promotional materials of the Contractor. The Customer also authorizes the communication of its commercial data to the Issuers, Cardholders, Networks, Registrars, and other participants in the payment system to which the Contractor belongs.

9.2. The Customer acknowledges that the Contractor is the owner and/or licensee of various intellectual property rights, including various industrial property rights and copyrights, over the trademarks and internet domains related to the Contractor (hereinafter jointly referred to as "Distinctive Signs"), among other unauthorized distinctive signs in this instrument, under Law No. 9,279/96 ("Industrial Property Law"), Law No. 9,610/98 ("Copyright Law"), and provisions of Law No. 10,406/02 ("Civil Code").

9.3. Regarding the Distinctive Signs, the Network trademarks, and the exclusive Pix brand of the Central Bank, the Customer undertakes to use them, in strict accordance with this Agreement and the respective regulations and/or applicable rules, in the forms, colors, and models previously approved by the Contractor and/or its owner, as applicable, and may not alter them or use them differently from the approved use. Any misuse by the Customer will result in compensation for Losses to be paid by the Customer to the respective holders of intellectual property rights.

9.4. This authorization, granted on a non-exclusive basis, is solely for the reproduction of the Distinctive Signs, Network trademarks, and the exclusive Pix brand related to the identification of payment services provided by the Contractor, and should not be interpreted as a license to use.

9.5. As a result of the above, this Agreement does not transfer to the Customer any intellectual property rights that the Contractor, the Networks, and/or the Central Bank may have over their processes and systems and/or any intellectual rights they may create, build, or acquire. Thus, the Customer shall not, at any time, claim or acquire any rights, title, or interest in the Distinctive Signs, the Network trademarks, and the Pix brand and acknowledges/undertakes to respect all rights, titles, and interests of the Contractor, the Networks, and/or the Central Bank over their respective intellectual property rights, undertaking not to initiate any action that may prejudice, question, or invalidate such rights, in Brazil or abroad.

9.6. It is the Customer's responsibility to ensure the use of the Distinctive Signs, the Network trademarks, and the exclusive Pix brand of the Central Bank, as established in this Agreement and the respective regulations and/or applicable rules. ANY AND ALL MATERIAL FROM THE CUSTOMER, INCLUDING ADVERTISING MATERIAL, CONTAINING THE DISTINCTIVE SIGNS MUST BE PREVIOUSLY AND EXPRESSLY APPROVED BY THE CONTRACTOR, WHO WILL HAVE THE POWER TO VETO THE MATERIAL, WHETHER PARTIAL OR TOTAL.

9.7. The Customer must immediately inform the Contractor of any misuse of the Distinctive Signs by third parties that it becomes aware of, and the defense right of the Distinctive Signs shall always belong exclusively to the Contractor. The Customer hereby undertakes to cooperate with the Contractor in defending its interests in the Distinctive Signs.

9.8. Upon termination of this Agreement for any reason, the Customer must cease the use of the Distinctive Signs and the payment arrangement institutions, as well as the equipment, devices, software, and materials provided by the Contractor, irrevocably, irretrievably, and immediately.

CLAUSE X - Term and Termination

10.1. If the respective Annex does not contain contrary provisions, this Contract shall enter into force when the Customer carries out, for the first time, a Payment Transaction using the systems made available by the Contractor or, as the case may be, uses the services provided by the Contractor for the first time. The Contract shall remain in force indefinitely and may be terminated at any time by the Customer without the imposition of any charge or penalty, subject to the fulfillment of contractual obligations still pending, upon 30 (thirty) days' prior notice. The Contractor may, at any time, terminate this Contract and any of its Annexes immediately and without notification or judicial or extrajudicial interpellation, and the Contractor shall make best efforts to notify the Customer in advance of such termination.

10.2. Notwithstanding, this Contract may be immediately terminated by the Contractor, without prejudice to the reimbursement of Losses due by the Customer potentially incurred under the terms of this Contract, in the following cases:

(i) Breach or attempted breach, by the Customer, of any of the clauses, terms, or conditions of this Contract and its Annexes, as well as any requests or recommendations made by the Contractor;

(ii) Detection of suspicion or practice of fraud or other illegal acts by the Customer;

(iii) Determination by payment arrangement institutions and/or competent authorities;

(iv) Exercise of illegal or illicit activities by the Customer;

(v) Declaration of bankruptcy, granting of a request for judicial recovery, or initiation of extrajudicial recovery or similar proceedings, declaration of insolvency of the Customer and/or occurrence of any act or fact that demonstrates, at the exclusive discretion of the Contractor, the Customer's inability to honor its obligations to the Contractor or third parties;

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

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

(viii) Improper use of the Contractor's Distinctive Signs causing or likely to cause damage to the Contractor's image, the Network trademarks, and the exclusive Pix brand of the Central Bank, without prejudice to the adoption of appropriate judicial measures;

(ix) Subsequent changes in the legal or regulatory standards applicable to the object of this Contract and/or to the Contractor's operating market or any fact that substantially alters the procedures or rules subject to this Contract, the Customer's ability to fulfill its obligations to the Contractor, and/or the economic-financial balance of this Contract; and

(x) If the Customer, without the Contractor's authorization, assigns, transfers, lends, or delivers to third parties the equipment or materials received from the Contractor under this Contract, or uses such materials or equipment contrary to the specifications established by the Contractor.

10.3. The termination of the Contract does not release the Parties from the full and unrestricted fulfillment of all obligations arising from the Contract.

10.4. The provisions of Clauses 4, 6, 8, 9, 12, and 13 shall survive in the event of termination or rescission of the Contract.

CLÁUSULA XI - Contract Amendments

11.1. The Contractor, by any means of transmission or communication or, furthermore, by making it available on its website, may amend, supplement, or include Clauses or conditions of this Contract and/or Annexes, by informing the Customer.

11.2. During the term of this Contract, the Customer may receive electronic messages from the Contractor to ensure contractual execution, such as notices related to contractual changes, technology updates, among others. These messages shall not be considered unwanted, abusive, spam, or email marketing, considering that their purpose is to keep the Customer informed about their contractual relationship with the Contractor.

11.3. This Contract (including all its Annexes) constitutes the sole and entire agreement between the Contractor and the Customer and supersedes, including but not limited to, the entire content of the Commercial Transaction Payment Solution Contract, registered at the 4th Official Registry of Titles and Documents and Legal Entities of the City and State of São Paulo, as well as the respective amendments and/or addenda.

11.4. This Contract, duly registered in the competent registry office, shall enter into force on the date of its registration and, on this date, rescinds and automatically renders null and void the Commercial Transaction Payment Solution Contract mentioned in Clause 11.3 above.

CLÁUSULA XII - Indemnity

12.1. The Customer irrevocably and unconditionally undertakes to defend, indemnify, and hold the Contractor harmless from any and all Losses arising from any act or event caused by the Customer, regardless of fault or intent, as a result of: (i) any inaccuracy or falsehood of the statements made by the Customer in this Contract, or any breach thereof; (ii) non-compliance, in whole or in part, with any obligations or agreements of the Customer contained in this Contract and/or in applicable legislation and regulation; (iii) the provision of incorrect or incomplete information that served as the basis for the Contractor to perform its obligations under this Contract; and (iv) Loss caused to a third party. The provisions of this Clause shall survive in the event of termination of this Contract, including, but not limited to, until all negotiations and ongoing administrative and judicial proceedings at the time of termination are concluded until a final and unappealable decision or judgment is obtained in the event of judicial proceedings.

12.1.1. The amount of the Loss shall be indemnified by the Customer within 7 (seven) business days from receipt of notification from the Contractor to this effect.

12.2. The payment of compensation for Losses due to non-compliance with the provisions of this Contract shall not exclude specific performance of the obligations provided for in this Contract, nor shall it exempt the Customer from the consequences of breach of this Contract under other provisions of the law.

12.3. If the Contractor is notified in writing of a pre-litigious complaint, administrative procedure, or judicial action initiated by a third party due to an act or event committed by the Customer, the Contractor shall notify the Customer of the terms of the notification received.

12.4. The Customer shall indemnify the Contractor for all expenses incurred in its defense, including attorney's fees, without prejudice to indemnify it for any Losses arising from the complaint, administrative procedure, or judicial action.

12.5. Each Party shall bear the expenses and obligations related to its employees, representatives, or agents.

12.6. This Contract does not create an employment relationship between each Party and the professionals designated by the other Party for the execution of the Contract object, whether they are employees, and the Party responsible for the designation shall have exclusive and full responsibility (a) for the management and supervision of these professionals and (b) for compliance with labor, tax, or social security obligations, including those related to occupational health and safety. Likewise, this Contract does not create an employment relationship between any Party and any employee or service provider of the other Party.

12.6.1. The liability mentioned in Clause 12.6 above shall subsist even in the event of recognition of an employment relationship of any of these professionals with the other Party, for any reason.

12.7. If the solutions and services provided by the Contractor respond unexpectedly and suffer interruptions, delays, or errors, without the Contractor being able to control such factors (e.g., errors or interruptions caused by operational failures or by relevant Flags, including, but not limited to, Issuers, Acquirers, Domicile Institutions, processors, clearing and settlement chambers, financial agents, and financial institutions), the Contractor, without prejudice to acting diligently to keep the solutions and services provided functioning properly, shall not be responsible in any way for such interruptions, delays, and errors, as well as for any damages claimed by the Customer related to such interruptions, delays, and errors. The Customer hereby, irrevocably and unconditionally, expressly agrees that there will be no compensation in this case.

CLAUSE XIII - General Provisions

13.1. A tolerance or omission by any of the Parties shall not imply waiver, forgiveness, novation, or alteration of the provisions of this Contract, nor shall it waive the right to demand compliance with the provisions contained herein or the right to require the full performance of each of the obligations established in this Contract in the future.

13.2. If any provision of this Contract is declared or deemed illegal, unenforceable, or void, both Parties shall be released from complying with the obligations set forth in said provision, but only to the extent that such provision is illegal, unenforceable, or void. In the event of the foregoing, the Parties shall, by mutual agreement, amend this Contract, modifying the said provision as necessary to make it legal and enforceable while preserving its objective, or if this is not possible, replacing it with another provision that is legal and enforceable and achieves the same objective.

13.3. The Parties shall not be liable for any failures, interruptions, or delays in the performance of their obligations resulting from force majeure or fortuitous events, which are excludable from liability under the terms of Article 393 of the Civil Code, including, among others, governmental acts, limitations imposed by the Government, interruption in the provision of services under license, authorization, permission, or government concession (supply of electricity and telephone services, actions of telecommunications service providers interconnected to the network of the Customer and the Contractor, among others), catastrophes, strikes, public disturbances, and other events of the same nature.

13.4. This Contract, together with all its Annexes, constitutes the entire agreement between the Parties regarding its subject matter and replaces in all respects all proposals, negotiations, discussions, and previous understandings between the Parties regarding the subject matter of this Contract.

13.5. The conditions of this Contract bind the Parties and their successors in any capacity.

13.6. The Contractor may assign or transfer, in whole or in part, its rights and obligations under this Contract to companies belonging to its economic group or any third parties, without the need for consent, communication, or notice to the Customer. The rights and obligations of the Customer under this Contract may not be assigned or transferred, in whole or in part, directly or indirectly, without the prior written consent of the Contractor, under penalty of immediate termination of this Contract.

13.7. This Contract does not establish, by virtue hereof, any corporate, labor, or employment relationship between the Parties, and each Party shall bear all expenses related to its employees, representatives, contractors, and subcontractors, including charges arising from applicable laws, whether labor, social security, insurance, or any other. The relationship between the Parties concerns solely the subject matter of this Contract and may not, under any circumstances, be interpreted as a relationship of association, partnership in any capacity, employer-employee, supplier-consumer, or in any other way not provided for in this Contract.

13.8. In the event that the Customer has debts or credits with companies belonging to the economic group of the Contractor, the Customer hereby expressly, irrevocably, and unconditionally authorizes the offsetting of the respective amounts, waiving, hereby, any objections arising from such offsetting.

13.9. Taxes and contributions that are levied or may be levied on the amounts paid to the Contractor and/or the Customer directly or indirectly under this Contract shall be borne by their taxpayer, as defined in the legislation instituting and/or regulating such taxes and contributions.

13.10. Subject to the provisions of this Contract, the Parties acknowledge that the allocation of losses and damages, although due and determined in accordance with applicable law, shall not constitute sufficient compensation for the breach of the obligations set forth in this Contract, and any Party may demand judicially the specific performance of the defaulting obligation, including both the principal and ancillary obligations provided for herein.

13.11. This Contract constitutes an extrajudicial enforceable instrument, pursuant to art. 784, item II and following, of Law No. 13,105, of March 16, 2015 (Code of Civil Procedure).

13.12. This instrument shall be governed and interpreted in accordance with the laws of the Federative Republic of Brazil.

13.13. The Parties elect, as the sole competent authority for the resolution or interpretation of clauses or issues arising from this Contract that they cannot resolve amicably, the Court of the District of São Paulo, State of São Paulo, to the exclusion of any other, no matter how privileged it may be.

ANNEX I TO THE GENERAL TERMS OF CONTRACT FOR PAYMENT PRODUCTS AND SERVICES

Through this Annex I, the terms defined herein in uppercase shall apply to the Contract and all Annexes.

DEFINITIONS AND INTERPRETATIONS

“Affiliates” means all companies that are part of the economic group of the Contractor, especially Stone Sociedade de Crédito Direto S.A and/or strategic partners of the Contractor and any subcontractors.

“Financial Schedule” means the list of debits and credits of the Client related to Payment Transactions.

“Payment Scheme” means the set of rules and procedures established by the Card Network allowing the provision of payment services to the public at large through the relationship between Issuers, Contractor, Acquiring Institutions, and Acquirers.

“Central Bank” means the Central Bank of Brazil.

“Card Network” means the entities establishing Payment Schemes, holders of the property rights and franchisors of their brands, and responsible for the management and organization of the rules of the payment services they manage.

“Transaction Cancellation” means the process by which the Client requests the Contractor to cancel a Payment Transaction already processed.

“Card” or “Cards” means the physical or virtual identification and/or payment instruments provided by the Issuers, for personal and non-transferable use by the Cardholders and accepted by establishments enabled by the Contractor.

“Customer Service Center” means the communication channels provided by the Contractor to address all the needs of the Client.

“Pagar.me Account” means the prepaid payment account owned by a Client and opened with the Contractor.

“Stone Account” means the payment account in the name and ownership of the Client with Stone as an electronic money issuing payment institution authorized by the Central Bank (ISPB nº 16501555, COMPE code nº 197).

“Dispute” or “Chargeback” means the process of returning a Payment Transaction by the Cardholder, the Card Network, or the Issuer, according to the rules and deadlines defined by the Card Networks and/or Acquirers.

“Acquirer” or “Acquirers” means the acquiring payment institution that provides merchant acquiring services and participates in the payment transaction settlement process, according to Central Bank regulations.

“Business Days” or “Business Day” means any day that is not a Saturday, Sunday, or declared national holiday.

“Issuer” means the payment or financial institutions, national or foreign, authorized by the Card Networks to issue and provide Cards and/or offer Products for use in Brazil and/or abroad.

“Confidential Information” or “Confidential Information” means any and all information, whether verbal, written, printed, or electronic, of any nature, that may be considered confidential, whether classified as confidential or not, including but not limited to, any information regarding transactions performed, any information or conditions arising from transactions or generated from such transactions or established in the Contract, technology used by the Parties, as well as technical procedures, business processes, including financial strategies and information security policies of the Parties, which may take the form of documents, technical specifications, know-how, patents, data, designs, plans, process flowcharts, photographs, databases, hardware, software, as well as descriptions, presentations, and remarks made orally.

“Settlement Institution” means a financial institution or payment institution participating in the Payment Scheme holding a demand deposit account or payment account chosen by the Client for the ordinary credit of its authorized receipts within the Payment Scheme, with the understanding that the Client's Settlement Institution may be the Contractor itself.

“IPCA/FGV” means the Consumer Price Index, published by the Getúlio Vargas Foundation or any other index that may replace it.

“Online Store” means commercial establishments that offer their products and/or services within the Client's Marketplace platform.

“Marketplace” means a technological platform maintained and managed by the Client, under its sole responsibility, which provides all the conditions for Online Stores to offer their products and/or services to Cardholders. It is synonymous with a virtual mall.

“Payment Methods” means physical or electronic instruments with payment functions, accepted or that may be accepted by the Contractor at any time.

“Loss” means all and any losses, obligations, demands, liabilities, requirements, constraints, damages, fines, penalties, losses, burdens, disbursements, costs, or expenses, including direct damages, indirect damages, consequential damages, moral damages and/or lost profits, attorney's fees and other specialists, succumbence funds, as well as court costs or any interest, whether already materialized or future, incurred by the Contractor and/or third parties, arising, directly or indirectly, from the subject matter of the Contract and/or Annex, as well as from the breach of obligations assumed by the Client before third parties or within the scope of its activity, including after the expiration of the Contract and/or Annex term, including, without limitation, those arising from fines, penalties, claims, administrative, extrajudicial, and judicial proceedings filed by third parties and/or caused by acts originating from Clients, regardless of fault or intent.

“Pix” means the payment arrangement instituted by the Central Bank that governs the provision of payment services related to Instant Payment Transactions and the Instant Payment Transaction itself within the respective payment arrangement.

“Stone Policies” mean all internal policies and procedures of Stone, which may be amended and updated by Stone from time to time, as necessary, including, without limitation, cybersecurity policy, anti-money laundering and sub-contracting policy, risk and compliance policy, Know Your Customer (KYC) policies, among others.

“Cardholders” means individuals or the representatives of legal entities, holding a Card and/or other Payment Method, authorized to carry out Payment Transactions.

“Products” means any and all products or services made available or to be made available by the Contractor, whose characteristics, specifications, and conditions of use and acceptance, determined by the Contractor and accepted by the Client, are established in the Contract and/or Annexes.

“Receivables” means present or future credit rights relating to payment obligations of payment institutions, such as the Contractor, or of other institutions acting as acquirers or sub-acquirers, to the Client, constituted within the Payment Scheme.

“Registrar” means the entity authorized by the Central Bank of Brazil to perform the registration of Receivables and other financial assets.

“Advance Receipt of Net Value (ARNV)” means, for the Client (i) the advance receipt of the Net Value related to Payment Transactions; and for the Contractor, (ii) the prepayment of obligations arising from Payment Transactions authorized by the Issuers of the Net Value related to Payment Transactions.

“Remuneration” means any and all payments made by the Client to the Contractor, in national currency, for services rendered, including any fees or tariffs defined in the other Annexes.

“SCD” means Stone Sociedade de Crédito Direto S.A., registered under CNPJ/ME No. 34,590,184/0001-09.

“Pagar.me Website” means the electronic page developed, maintained, updated, and made available by the Contractor on the internet www.pagar.me so that the Client can obtain information, contract services provided by the Contractor, and/or access the Customer Service Center and/or the Client's exclusive environment.

“Stone” means Stone Instituição de Pagamentos S.A., registered under CNPJ/ME No. 16,501,555/0001-57.

“Sub-acquirer” means a participant in the Payment Scheme that enables the final recipient user to accept a payment instrument provided by the Issuer but does not participate in the settlement process of the Transactions as a creditor to the Issuer.

“Payment Transaction” means any acquisition of goods or contracting of services carried out by a Cardholder with the Client, either in-person (in the physical environment) or non-presentially (in the digital environment), submitted and processed electronically by the Contractor using a Payment Method.

“Top-up Transaction” means any and all operations to top up funds in Brazilian reais stored in the Pagar.me Account.

“Instant Payment Transaction” means any and all transactions with instant settlement, including but not limited to transactions carried out through Pix, between deposit account and/or prepaid payment account with any financial institution or payment institution enabled to receive and make such payments.

“Transaction between Pagar.me Accounts” means any and all transactions carried out from one Client's Pagar.me Account to another Client's Pagar.me Account.

“Differentiated Accounts Transaction” means any and all transactions carried out from a Client's Pagar.me Account destined (i) to a different titular current account, held with a financial institution located in Brazil, or (ii) to a different titular payment account, held with a payment institution located in Brazil.

“Gross Amount” means the total value of Payment Transactions made by the Client before the deduction of the Remuneration and any other discounts owed to the Contractor under the Contract and/or Annex.

“Net Value” means the amount to be credited to the Client corresponding to the Gross Amount, after the deduction of the Remuneration and any discounts owed to the Contractor provided for in this Contract and/or Annex.

ANNEX II TO THE GENERAL TERMS OF CONTRACT FOR PAYMENT PRODUCTS AND SERVICES

Through this Annex II, the Client contracts with PAGAR.ME INSTITUIÇÃO DE PAGAMENTO S.A., registered under CNPJ/ME No. 18,727,053/0001-74 ("Contractor") for the provision of services described herein, with respect to which the Parties undertake to observe the specific conditions set forth below.

SPECIFIC CONDITIONS OF THE PAYMENT SOLUTION

I. DEFINITIONS AND INTERPRETATIONS

1.1. All terms in uppercase, when not expressly defined in this Annex II or in the Contract, shall have the meanings attributed to them in Annex I.

1.2. The Client acknowledges and agrees that this Annex II shall be interpreted in conjunction with the Contract and Annex I.

II. OBJECT

2.1. This Annex II aims to provide for the main terms and conditions applicable to the provision, by the Contractor to the Client, of the following services:

(i) Capture, transmission, and routing of Payment Transactions, by enabling the Client to accept Payment Methods;

(ii) Financial settlement of the Net Value of Payment Transactions to the Client's Settlement Institution; and/or

(iii) Provision and management of a prepaid payment account (i.e., Pagar.me Account).

2.2. The services related above are provided to the Client by the Contractor, may or may not include the participation of members of the Payment Schemes of which the Contractor is or may become part.

III. CLIENT REGISTRATION

3.1. The registration process of a Client with the Contractor, for the utilization of any of the services described above, occurs through channels provided by the Contractor, including but not limited to, third-party companies or partners, the Contractor's commercial area, or other channels that may be provided by the Contractor.

3.1.1. To initiate the registration process through any available means, the Client must provide the Contractor with all requested information and documents.

3.1.2. The Client will register a login and password for their sole and exclusive use on the Pagar.me Website. The Client is fully responsible for their login and password with the Contractor, must keep them strictly confidential, and acknowledges, irrevocably and unconditionally, that their login and password are personal and non-transferable, and agrees to be liable, before the Contractor and any third parties, for any damages caused due to the sharing of such data.

3.2. The Client acknowledges and agrees that they must conduct Transactions according to the activities and information provided to the Contractor at the time of registration, and that the alteration of a Client's activity without the prior and express consent of the Contractor is not permitted, under penalty of immediate termination of the Contract, without prejudice to the Client's obligation to indemnify the Contractor for any Losses suffered.

3.3. Within the scope of the Contract, the performance of activities related to the Sub-acquirer's activity by the Client is prohibited, under penalty of immediate termination of the Contract, without prejudice to the Client's obligation to indemnify the Contractor for any Losses suffered.

3.4. The registration of a Client is subject to analysis by the Contractor. The Contractor may, at its sole discretion, refuse registration at any time or interrupt the provision of any services under this Contract at any time, without prior notice.

3.5. Upon registration and/or being registered, the Client assumes full responsibility for the information and documents provided, committing to keep them permanently updated and to provide clarification to the Contractor whenever requested. Without prejudice, the Contractor will periodically verify the accuracy of the information requested from the Client, including through the use of databases maintained by third parties, and may request the Client, at any time, to provide proof of accuracy and proper updating of the information and documents provided.

3.6. The registration of a Client implies their irrevocable and unconditional acceptance to pay the Remuneration due to the Contractor under the terms of the Contract.

3.7. The Client authorizes the Contractor, whenever deemed necessary, to directly or through third parties designated by it, inspect: (i) the regularity, validity, and continuity of its activities; (ii) the regularity and validity in carrying out Payment Transactions; and (iii) any activity carried out by the Client for the purpose of complying with the Contract and/or applicable law.

IV. PAGAR.ME ACCOUNT

4.1. The Pagar.me Account is a prepaid payment account owned by a Client and may be operated exclusively in a digital environment for recording debits and credits related to payment transactions that may only occur from individuals and/or legal entities to individuals and/or legal entities located in Brazil, such as Transfer Transactions, Transactions between Pagar.me Accounts, Withdrawals, and Transactions to Differentiated Accounts, in accordance with the terms set forth in this Contract.

4.2. Each Client must create a Pagar.me Account, as indicated on the Pagar.me Website or through another means provided by the Contractor. The Client declares to be aware that the Pagar.me Account may be accessed by one or more previously registered users.

4.3. The opening, maintenance, operation, and closure of a Pagar.me Account are subject to analysis by the Contractor of the information provided by the Client, as well as compliance with other admission criteria adopted by the Contractor. The Contractor may refuse to open, temporarily suspend access to the Pagar.me Account, or close it upon verification of non-compliance with the aforementioned criteria and/or in the event of a violation of this Contract and/or applicable laws and regulations until its proper regularization, with the Contractor not being responsible for the unavailability of the service.

4.4. The Client may access, review the history of all inflows and outflows of funds, historical statements of their Pagar.me Account exclusively in a digital environment.

4.5. The Contractor bears no responsibility if it is not possible to perform any transaction through a Pagar.me Account due to the absence of available funds in the respective Pagar.me Account, as well as for the provision or availability of services from third parties to the Client.

4.6. The balance of the Pagar.me Account will not undergo any monetary correction, addition of interest, or any type of financial update, remaining unchanged for the entire period in which the resources are held therein. The Contractor has no responsibility for the devaluation or monetary obsolescence of the balance value held in any Pagar.me Account.

4.7. The closure of a Pagar.me Account will be conditional upon the absence of: (i) any types of balances in the Pagar.me Account (available, unavailable, or blocked); (ii) funds transferred to Clients who have not yet been registered, who have not completed their registration, or whose registration has not yet been validated; (iii) Withdrawals in progress or scheduled; and (iv) Remuneration due to the Contractor not yet settled on the date of the request for closure of the Pagar.me Account.

V. DEPOSITS INTO THE PAGAR.ME ACCOUNT

5.1. Deposits of funds into the Pagar.me Account, through channels provided by the Contractor, may be made from: (i) credits owned by a Client resulting from Transactions with Payment Methods; (ii) Transactions between Pagar.me Accounts; (iii) payment slips; (iv) Wire Transfer - TED; or (v) Instant Payment Transaction.

5.2. Funds destined for the Pagar.me Account will only be available: (i) in the case of a Transaction between Pagar.me Accounts, after confirmation of the transaction by the Contractor; and (ii) in the case of other sources (other than Transactions between Pagar.me Accounts), when the respective funds are actually received by the Contractor, unless otherwise indicated.

5.3. If, at any time, the Deposit Transaction into the Pagar.me Account is revoked, canceled, disputed, or reversed by the institution responsible for the source of funds used for such deposit, such as in the case of refunds of amounts deposited via bank account, the Contractor may cancel the respective deposit into said Pagar.me Account.

5.3.1. If the funds, whose Deposit Transaction has been canceled, have already been used, the Client hereby undertakes to make a new Deposit Transaction into their Pagar.me Account in the necessary amount to correct the discrepancy caused by the amounts used or to transfer such amounts directly to the Contractor, if requested by the Contractor. Nevertheless, the Client hereby authorizes the Contractor to deduct the value of the canceled Deposit Transaction from other Deposit Transactions or Transactions with Payment Methods to be performed in the future, without prejudice to the Remuneration due.

VI. WITHDRAWAL OR TRANSACTION TO A DIFFERENT ACCOUNT

6.1. The Client may, at any time, make a Withdrawal or, when made available by the Contractor, a Transaction to a Different Account using the balance available in the Pagar.me Account, observing the deadlines for the availability of funds and the applicable Remuneration.

6.2. The Withdrawal or Transaction to a Different Account will be carried out through an Electronic Transfer (TED) registered in the Pagar.me Account to the Institution Domicile indicated by the Client, as well as through other means made available by the Contractor.

6.3. If the receiving Institution Domicile rejects the receipt of the funds, the Contractor will inform the respective Client to resolve the situation or identify another Institution Domicile as the recipient of the Withdrawal or Transaction to a Different Account of the funds.

VII. TRANSACTIONS BETWEEN PAGAR.ME ACCOUNTS

7.1. Transactions between Pagar.me Accounts, when made available by the Contractor, allow a Client to perform a transaction from their Pagar.me Account, using the funds held therein, to a Pagar.me Account owned by another Client, by simply signaling the commitment of the balance involved in the transaction.

7.2. The Client declares that they are aware and agree that the mere signaling for commitment of the balance simultaneously implies authorization by the respective Client for the credits in their Pagar.me Account to be used in conducting Transactions between Pagar.me Accounts, irrevocably and irreversibly, conditioned only upon confirmation by the Contractor of the receipt of the transaction data sent by the Client.

7.3. Upon confirmation of the receipt of the respective information sent by a Client, the Contractor will analyze the compliance of the Transaction between Pagar.me Accounts under the terms of this Contract and, once approved, will notify the Clients involved in the Transaction between Pagar.me Accounts, without prejudice to the Remuneration due.

VIII. INSTANT PAYMENT TRANSACTIONS

8.1. Each Client may register their (i) CPF or CNPJ, (ii) cell phone number, and/or (iii) email in the Pagar.me Account for the purpose of facilitating the initiation process of Instant Payment Transactions. The Client may also use the randomly generated Pix key to perform Instant Payment Transactions.

8.1.1. EACH CLIENT HEREBY ACKNOWLEDGES THAT, AT THE TIME OF REGISTERING IN THE CONTRACTOR'S SYSTEM, IT BECOMES AWARE OF THE MAIN CONDITIONS AND RULES OF USE OF PIX KEYS, AS WELL AS AUTHORIZES THE CONTRACTOR, IRREVOCABLY AND IRRETRIEVABLY, AND FREELY, INFORMED AND UNEQUIVOCALLY, EXPRESS THEIR AGREEMENT WITH THE REGISTRATION OF A RANDOM KEY AS A PIX KEY FOR THEIR PAGAR.ME ACCOUNT.

8.1.2. WHEN REGISTERING IN THE CONTRACTOR'S SYSTEM, EACH CLIENT REPRESENTS AND WARRANTS TO THE CONTRACTOR THAT THEY HAVE THE CAPACITY AND POWER TO (A) ENTER INTO THIS AGREEMENT AND OPT FOR THE CREATION OF THE RANDOM KEY AS A PIX KEY; and (B) CONSUMMATE THE LEGAL TRANSACTION AS CONTEMPLATED IN THIS AGREEMENT, HAVING TAKEN ALL NECESSARY MEASURES FOR THIS PURPOSE.

8.1.3. UPON REGISTRATION IN THE CONTRACTOR'S SYSTEM, THE CLIENT IS AWARE THAT THE FOLLOWING DATA WILL BE STORED AND MADE AVAILABLE TO USERS WHO REQUEST THE RANDOM KEY, EXCLUSIVELY TO ENABLE THE PERFORMANCE OF THE INSTANT PAYMENT TRANSACTION, AT THE TIME OF SENDING A PIX TO THE CLIENT: (I) FULL NAME OR COMPANY NAME; (II) CPF WITH MASK HIDING THE FIRST THREE AND LAST TWO DIGITS OR FULL CNPJ; (III) THE NAME OF THE CONTRACTOR AS THE INSTITUTION TO WHICH THE KEY IS LINKED, IN THE CASE OF PIX INITIATED BY QR CODE.

8.1.4. EACH CLIENT MAY, AT ITS SOLE DISCRETION AND AT ANY TIME, DELETE THE PIX KEY CREATED IN THE CONTRACTOR'S ENVIRONMENT, OR REVOKE THE CONSENT GIVEN TO THE CONTRACTOR AT THE TIME OF REGISTRATION.

8.2. Upon receipt by the Contractor of the relevant information provided by a Client regarding Instant Payment Transactions, the Contractor will analyze its compliance, as applicable, under the terms of this Contract, the Contractor's policies, and/or current legislation, and may:

(i) Approve and perform the Instant Payment Transaction, notifying the involved Clients, without prejudice to the possible due Remuneration; or

(ii) Cancel or refrain from carrying out the Instant Payment Transaction if a violation of this Contract, the Contractor's policies, and/or current legislation is found.

8.3. If the respective Client decides to withdraw or regret the Instant Payment Transaction after its completion, it is up to the Client to demand directly from the recipient of the respective resource its return, which may be made through a Transaction of Deposit to their Pagar.me Account or by another means agreed upon between themselves outside the Contractor's environment.

8.3.1. The withdrawal or regret of the Instant Payment Transaction after its completion shall not result in the revocation and/or cancellation of the applicable Remuneration, under the terms of this Contract, and the Client remains obligated to pay it, pursuant to Clause 18 of this Annex II.

8.4. The Contractor is not responsible for the consequences of any inaccuracies and/or errors in the information provided to it by a Client in the context of the Instant Payment Transaction.

8.5. If the Client improperly uses the Pix brand owned exclusively by the Central Bank, the Contractor may suspend the performance of Instant Payment Transactions and/or terminate this Contract and any of its Annexes, immediately and without notice, under the terms of Clause 10.2 of the Contract.

IX. PAYMENT METHOD TRANSACTIONS

9.1. The Client undertakes to observe all security and operational conditions determined in this Annex II and in the Contract or adopted by the Contractor, including, but not limited to:

(i) Not to submit for processing a single Payment Method Transaction in two or more Payment Method Transactions on the same Card, for example, prohibiting a purchase of R$10,000.00 (ten thousand reais) from becoming ten purchases of R$1,000.00 (one thousand reais) each;

(ii) Guide the Cardholders on payment conditions for purchasing goods and/or contracting services in a clear and objective manner; and

(iii) Not to provide or refund Cardholders, for any reason, without prior and express authorization from the Contractor, sums of money (national or foreign currency, checks, money orders, or credit instruments).

9.2. The Contractor shall not be liable for Payment Method Transactions concluded contrary to the Contract and/or in violation of applicable legislation and/or regulations, as well as rules applied by the Card Schemes and Acquirers.

9.3. Payment Method Transactions irregularly carried out by a Client, under any modality, in circumstances that evidence or raise suspicion of fraud, aimed at obtaining illicit advantages, or that are contrary to the Contract, rules determined by the Card Schemes, Acquirers, and/or applicable legislation and regulation, are subject to non-processing and/or non-payment.

9.4. The Client is aware that the Contractor may interrupt the provision of services described in this Annex II if it reaches a percentage of suspicious or irregular Payment Method Transactions defined by the Contractor, according to its transaction monitoring rules.

9.5. The Client is aware of and expressly agrees to the methods that the Contractor may adopt to identify and prevent fraud and illicit practices. The Client undertakes to monitor and guide its employees, as well as to cooperate and collaborate, mainly by providing the requested information, under penalty of reimbursement of the Losses caused by the Client, pursuant to this Annex II and the Contract, in addition to immediate termination of the Contract.

9.6. For Transactions made via bank slip, the Client expressly authorizes that, in the event of no address for issuing the bank slip or if the Client does not provide this data to the Contractor, when this is the chosen payment method, the Contractor will automatically insert the Client's address.

X. PAYMENT OF PAYMENT METHOD TRANSACTIONS TO THE CLIENT

10.1. The Client is aware of and authorizes the Contractor to make payment of the Net Value of Payment Method Transactions, in the form and within the deadlines defined by the Contractor, by crediting the respective amount to the Domicile Institution indicated by the Client and/or by the Registrar, as applicable, as well as by any other payment method allowed by this Annex II or agreed upon between the Parties.

10.1.1. The payment period will be counted from the date of capture of the Payment Method Transaction, in accordance with the terms and conditions provided in this Contract, as well as any rules applicable by the Acquirers, Card Schemes, or regulatory authorities.

10.1.2. In the event that the scheduled payment date for the Net Value of the Payment Method Transaction coincides with a holiday or non-banking day, payment will be made on the next business day.

10.1.3. In the event of technical and/or operational failures in the systems and/or equipment breakdowns, the Contractor may, at its sole discretion and without incurring any costs or penalties, exceed the established deadline for making payment relating to any type of Net Value.

10.1.4. The Client shall ensure the regularity of the Domicile Institution, being responsible for the correctness and sufficiency of the information provided to the Contractor.

10.1.5. The Client authorizes the Contractor to make payment of the Net Values corresponding to the Receivables in accordance with the instructions provided by the Registrars, whenever the Client's Receivables are the subject of registration and as a result of the Receivables negotiations conducted by the Client, in accordance with the current regulations.

10.1.6. The Contractor is hereby exempted from any liability regarding the payment of the Net Values corresponding to the Receivables in cases where inconsistencies and inaccuracies are found in the information and instructions provided by the Registrars, including, but not limited to, information about the Domicile Institution for settlement of the Net Values corresponding to the Receivables.

10.2. Payment of the amounts of Payment Method Transactions by the Contractor shall be subject to normal operating conditions of the centralized settlement system used in accordance with applicable regulations, and any interruptions or failures of the system may affect a Client's payment schedule without implying any costs or penalties to the Contractor.

10.3. After the credit of the Net Value of Payment Method Transactions to the Domicile Institution informed by a Client, any interruptions or failures in the Domicile Institution's system that impact the access to the resources by the respective Client shall not imply any costs or penalties to the Contractor.

10.4. In the event a Client enters into a credit transaction with a financial institution in which it uses the receivables from Payment Method Transactions as collateral, the Contractor is hereby authorized by the respective Client to comply with all obligations imposed by current regulations due to the execution of said transaction, including, but not limited to, the obligation to settle the Payment Method Transactions at the Domicile Institution specified in the credit transaction contract secured by part or all of the receivables from Payment Method Transactions.

10.5. The Contractor is hereby authorized to retain part or all of the Receivables flow to be settled to each of the Clients to offset the amount of such Receivables with the amount owed by them to the Contractor due to any (i) Transaction Cancellation; (ii) Dispute; (iii) identified irregularities or fraud; (iv) any Loss suffered by the Contractor, pursuant to this Contract; or (v) payment obligation to the Contractor.

XI. MARKETPLACE OPERATIONS

11.1. If the Client maintains and administers a Marketplace platform, through which it provides conditions for Virtual Stores to offer their products and/or services, said Virtual Stores may choose to enable themselves to accept Payment Methods as a form of payment for transactions conducted within the Client's Marketplace platform.

11.2. The Contractor may provide, for Payment Method Transactions carried out on the Marketplace platform, a feature called split, which allows for the plurality of recipients of the Net Value, as per information provided by the Client at the time of execution.

11.3. The Client declares, irrevocably and irretractably, in the capacity of Marketplace, that it obtains from the Virtual Stores all the necessary approvals and/or authorizations to operationalize any Payment Method Transactions conducted on its Marketplace platform, on its own behalf and/or on behalf of the Virtual Stores, including those related to the withdrawal order of Pagar.me Accounts owned by the Client and/or each of the Virtual Stores, as well as the express consent of the Virtual Stores to authorize, in accordance with the current legislation, especially art. 1, § 3, v, of Complementary Law 105/01, specifically, the access of the Client to the transactional and settlement information of the respective Virtual Stores that may be necessary.

11.3.1. The Client must provide any documents requested by the Contractor to prove that the approvals and/or authorizations with the Virtual Stores have been and/or are being obtained properly and in compliance with the provisions set forth in this Clause.

11.4. The Client declares, irrevocably and irretractably, that it is solely and exclusively responsible, before the Contractor, the Virtual Stores and/or any third parties, for the existence, legitimacy, validity, truthfulness, and integrity of the information provided to the Contractor regarding the Client and/or the Virtual Stores, as well as it is responsible, irrevocably and irretractably, for the amount settled to the Virtual Stores.

11.5. Regardless of what is agreed between the Client, as a Marketplace, and the Virtual Stores associated with it, any Chargeback, occurrence or suspicion of fraud, as well as any suspicious Payment Method Transaction and/or in violation of current legislation, will be the responsibility of the Client and the respective Virtual Store, with the Client and the respective Virtual Store being jointly responsible for reimbursing any Losses to the Contractor, including any incurred Chargeback.

11.6. In the event of any suspicion of irregularity or discovery of any irregularity within the split functionality, including, but not limited to, operations maintained between the Client and the respective Virtual Stores, as well as any irregularity regarding settled amounts, information provided, or statements made by the Client, the Contractor may, without prior notice, suspend the split functionality and/or any provision of services under this Contract and/or change the Remuneration.

11.7. For clarification purposes, the provisions established in this Clause 11 are applicable exclusively if the Client maintains and administers a Marketplace platform, and do not apply in other cases.

XII. PROCESSING, DISPUTE ("Chargeback"), AND CANCELLATION OF PAYMENT METHOD TRANSACTIONS

12.1. A Payment Method Transaction, even after being authorized, may not be processed and settled or may be canceled by the Contractor, at its sole and exclusive discretion, in the following cases, including but not limited to:

(i) If irregularities and/or circumstances indicating or suspecting fraud are found, under the terms of this Contract;

(ii) Non-recognition of the Payment Method Transaction by the Cardholder;

(iii) Non-compliance by the Client with the terms of the Contract and/or the rules applied by the Card Schemes, by the Acquirers, as well as applicable legislation;

(iv) Vulnerabilities detected in the Client's environment;

(v) If fictitious or simulated transactions are identified.

12.2. Any amount related to Chargebacks, refunds, or Cancellations will be debited from the Client's Domicile Institution or Financial Agenda. In the absence and/or insufficiency of credits, the Client must directly resolve with the Cardholders the return of any amounts.

12.2.1. If the Client maintains and administers a Marketplace platform, as set forth in Clause 11 above, any amount related to Chargebacks, refunds, or Cancellations may be debited, as applicable, from the Client's Domicile Institution or Financial Agenda, as a joint responsible party, and/or from the Domicile Institution or Financial Agenda of the respective Virtual Store.

12.3. Even in the event of the reversal of the Payment Method Transaction, for any reason, including Chargeback or Cancellation, the corresponding Remuneration will be due to the Contractor.

12.4. If a Client has a high volume of canceled, disputed, or unrecognized Payment Method Transactions, according to criteria established by the Contractor and/or the Card Schemes or Acquirers, or as determined by the Card Schemes, the Contractor and/or the respective Card Scheme may impose a penalty fine on the Client, without prejudice to the possibility of immediate termination of the Contract by the Contractor, amendment of the Remuneration, and the obligation to indemnify for any Losses incurred by the Contractor.

12.5. Without prejudice to the other provisions of this Contract, the Client will assume full responsibility for (i) any errors in the data of Payment Method Transactions, (ii) Chargebacks, and/or (iii) Cancellation of Payment Method Transactions.

XIII. RESERVE FUND

13.1. The Contractor may maintain a minimum monthly reserve amount ("Reserve Fund") in the Client's Pagar.me Account, to be calculated according to the Contractor's risk criteria, aiming to mitigate any high level of operational or financial risk associated with the respective Client.

13.2. The Reserve Fund may be maintained by the Contractor even after the termination of the Contract to cover any amounts due to Losses and/or Chargebacks owed by the respective Client to the Contractor.

13.3. The Contractor may withhold, at its sole discretion, any and all amounts that a Client is entitled to receive if, in the Contractor's judgment, there is a high level of operational or credit risk associated with the performance of the respective Client, its Domicile Institution, or any of the transactions related to this or the other receiver(s).

XIV. FRAUD PREVENTION SYSTEM AND FRAUD CHARGEBACK GUARANTEE

14.1. Unless expressly waived by the Contractor, the use of a fraud prevention system is mandatory for the Client conducting Transactions with Non-Presential Payment Methods (in a digital environment). The Client may contract the fraud prevention system provided by the Contractor, under the terms of Annex IV to this Agreement; or may contract a third-party fraud prevention system, provided that it is on the list of third-party fraud prevention systems approved by the Contractor.

14.2. If the third-party fraud prevention system approved by the Contractor, contracted by the Client, does not identify the risk of Chargeback and suggests the approval of the Transaction with Payment Means, but the Contractor indicates risk, the risk analysis opinion of the Contractor will prevail, and the Transaction with Payment Means will not be approved.

XV. DOMICILE INSTITUTION

15.1. It is the full responsibility of the Client to ensure the regularity of the Domicile Institution, as well as the correctness of the information provided to the Contractor.

15.2. If the Domicile Institution declares itself unable, for any reason, to comply with the orders issued by the Contractor, the Client must indicate a new Domicile Institution to the Contractor. Until the receipt of the request to change the Domicile Institution by the Client, the Contractor is authorized to withhold the payment of the respective amounts, without any charges, penalties, or fees.

15.3. In case of termination of the Contract for any reason, each Client undertakes to keep their Domicile Institution active until all Transactions with Payment Means are settled by the Contractor.

XVI. ADVANCE RECEIPT OF NET VALUE (ARNV)

16.1. The Client may request from the Contractor the Advance Receipt of Net Value (ARNV) related to Transactions with Payment Means, it being at the sole discretion of the Contractor to pre-pay the requested amounts or not. The Client acknowledges and agrees that the ARNV may be interrupted at any time, at the sole discretion of the Contractor and without prior notice. The commercial conditions of each pre-payment will be adjusted, on a case-by-case basis, between the Parties. The Contractor will verify and inform the Client, through the Service Center or any communication means made available by the Contractor, if the Client is eligible to receive in advance their receivables arising from Transactions with Payment Means, as well as its terms and conditions.

16.1.1. The Client agrees that the Contractor may, to enable ARNV: (i) assign the obligation it holds to settle Transactions with Payment Means to the Client to a partner financial institution, which will make the pre-payment to the Client, under the terms agreed with the Contractor; and (ii) allow the assignment of credit or subrogation by third parties, under the terms of current legislation and regulations.

16.1.2. Without prejudice to the provisions of this instrument, the Client hereby appoints and constitutes the Contractor as its mandatary, under the terms of articles 653 et. seq. of the Civil Code, and grants it the powers necessary to take all necessary steps to enable ARNV, including, without limitation, entering into agreements with third parties for early settlement of Transactions through payment with subrogation, under the terms of applicable law and regulations. If it is agreed that a third party will make a payment with subrogation to enable ARNV, the Client hereby agrees that its creditor rights against the Contractor will be transferred to the third party making the payment with subrogation, under the terms of article 347 of the Civil Code.

16.1.3. In cases where the Client requests ARNV and, at the same time, presents a negative balance with the Contractor, the Client authorizes the Contractor, expressly and irrevocably, to deduct said negative balance from the amount to be advanced. Furthermore, in cases where the Client presents a negative balance with the Contractor and the ARNV is processed through a third party, under Clause 16.1.1 above, the Client hereby authorizes the third party to direct to the Contractor the payment of ARNV in the amount corresponding to the Client's negative balance.

16.2. For the formalization of the ARNV operation, the Client agrees to comply with the Contractor's security and validation policy for Transactions with Payment Means. The Contractor may record telephone calls, as well as request documents from the Client, and may adopt the procedures it deems necessary to register, confirm, and formalize the ARNV operation, with the Client hereby authorizing the Contractor to perform such procedures.

16.2.1. The Client expressly authorizes and acknowledges that the Contractor may provide information from its Financial Agenda to the Domicile Institution and/or to any third party directly involved in the ARNV operation, to the extent that such sharing of information is necessary for the ARNV operation.

16.2.2. In the event of automatic ARNV request by the Client to the Contractor, according to the Receivables balance that the Client has with the Contractor, it is agreed that the settlement will take place at the Domicile Institution, at the prices and terms negotiated between the Contractor and the Client, taking into account, for the purposes of said settlement, any deadlines set by the Domicile Institution or any third-party agent and, as applicable, change of Domicile Institution in accordance with the indication by the Registrar. When the Client chooses not to continue with the automatic ARNV operation with the Contractor, it must notify the Contractor's Service Center of such decision, with the Contractor being responsible for making the change in the Client's registration within the deadline set by it.

16.2.3. For ARNV negotiations with the Contractor, the deposit of the agreed amount with the Contractor, at the Domicile Institution, on the date also negotiated with the Contractor, deducted the Remuneration, the ARNV service price, and any negative balances held by the Client with the Contractor, represents the settlement by the Contractor of the Transactions with Payment Means included in the ARNV negotiation, giving the Client full, general, irrevocable, and irreversible discharge.

XVII. RECEIVABLES ACQUISITION (RA)

17.1. The Contractor may, at its sole discretion, choose to make advance payment through a Receivables Acquisition (RA) operation, which may involve the assignment or transfer, by the Client, to third parties determined by the Contractor (including investment funds), of its Receivables (whether due by the Contractor or by other acquirers or sub-acquirers), regardless of the legal or commercial form to be adopted by the Contractor, including the possibility of installment and deferred payment of the assignment price, if agreed with the Client. The Client agrees that, in the case of automatic advance Receivables operation, the Client may constitute a promise of assignment and guarantees in favor of the third party determined by the Contractor (including investment funds). In case of adherence to the RA operation, automatically and compulsorily, the Client can only cancel the RA operation that includes a payment schedule performed after the date of cancellation request with the Contractor.

17.1.1. Solely for the purposes of RA operations, the Client, hereby, irrevocably and irreversibly, appoints the Contractor as its attorney-in-fact, under the terms of articles 653 et. seq. of the Civil Code, to negotiate, on its behalf and at its expense, the terms of said assignment, promise of assignment or guarantee, of any nature, with the third party that will acquire the Receivable, and may even sign on behalf of the Client any necessary document and perform any act for the full exercise of the powers hereby granted, including, without limitation, processing assignments and signing terms of fiduciary assignment in guarantee on behalf of the Client.

17.1.2. Also, solely for the purposes of RA operations, the Client, hereby, irrevocably and irreversibly, authorizes the Contractor to provide the Registrar with all necessary information for the proper formalization of the assignment, promise of assignment, guarantee or any other form of transfer carried out under the RA.

17.1.3. In the event of assignment of Receivables to the TAPSO Credit Rights Investment Fund, registered with CNPJ/ME under no. 26,287,464/0001-14, the terms and conditions of the assignment shall be those defined in the General Conditions of Promise of Assignment and Acquisition of Credit Rights and Other Covenants, which are Appendix I to this Annex II, as amended from time to time and registered with the competent Registry of Titles and Documents, to which terms and conditions the Client, through this Annex II, adheres and submits without restrictions. To resolve any doubts, the aforementioned investment fund and its service providers are authorized by the Client to have access to information regarding the Receivables from the Client's payment schedule with the Registrars.

17.1.4. In the event of assignment of Receivables held by the Client with other acquirers or sub-acquirers to the TAPSO II Credit Rights Investment Fund, registered with CNPJ/ME under no. 37,262,902/0001-06, the terms and conditions of the assignment shall be those defined in the General Conditions of Promise of Assignment and Acquisition of Credit Rights and Other Covenants, which are Appendix II to this Annex II, as amended from time to time and registered with the competent Registry of Titles and Documents, to which terms and conditions the Client, through this Annex II, adheres and submits without restrictions. To resolve any doubts, the aforementioned investment fund and its service providers are authorized by the Client to have access to information regarding the Receivables from the Client's payment schedule with the Registrars.

17.1.5. In the event of carrying out RA operations, as provided herein, the Client hereby, irrevocably and irreversibly, undertakes to provide all information requested by the assignees or acquirers of the receivables (either directly or through the Contractor), regarding Transactions with Payment Means or their payment schedule, also for the purpose of formalizing the operations under the applicable rules.

17.1.6. If the third-party acquirer of the receivables assigned by the Client, as indicated by the Contractor, does not receive the full amount or part of the full amount of the receivables assigned on the respective due dates, the amount paid by the third-party acquirer to acquire the Client's Receivables under the RA operation will be refunded as compensation to the third-party acquirer of the Receivables by the Client, as applicable, and the Contractor may, to settle this compensation: (i) offset amounts possibly owed by the respective third party to the Client arising from new RA operations; (ii) debit the Client's Domicile Institution; or (iii) collect such amounts administratively or judicially.

XVIII. REMUNERATION OF THE CONTRACTOR

18.1. The Contractor shall be entitled, by virtue of the services provided under this Agreement, as well as any other contractual relationships maintained with the Contractor, to receive Remuneration, according to the conditions and values ​​established by mutual agreement between the Parties. The Remuneration shall be paid by adjusting the debit in the Financial Agenda or Domicile Institution of the Client and may correspond to: (i) a percentage incident on the Gross Value of Transactions with Means of Payment, RAVL, and ARV; and/or (ii) a fixed amount or a percentage on the value of the respective Transaction of Deposit to the Pagar.me Account, Transaction to Differentiated Account, Transaction between Pagar.me Accounts, Instant Payment Transaction, as stipulated between the Parties, and may be altered by the Contractor, at its sole and exclusive discretion and/or due to any economic changes and/or adjustments made by the Acquirer, Issuer, or the Brand.

18.1.1. The Contractor may adjust the amounts of its Remuneration, informing the Client in advance, by email or prior disclosure on the Pagar.me Site. If the Client does not agree with the new Remuneration terms, they may request clarification and, if still not in agreement, may request the termination of the contractual relationship established through this Agreement, without any cost. The non-termination of the Contract by the Client will be interpreted as full agreement to the new values.

18.1.2. The Contractor's Remuneration may be changed at any time during the term of the Agreement, including, but not limited to the following cases: (i) tax and/or fiscal changes borne by the Contractor; (ii) changes in the amounts imposed on the Contractor by the Acquirers, Issuers, and Brands for the realization of Transactions with Means of Payment; (iii) changes in the economic, political, or regulatory scenario; (iv) changes in the applicable inputs for the provision of the services object of this Annex II; (v) any modification in the commercial, economic, or financial balance of this Annex II and/or Contract; (vi) suspicion or verification of adverse change or weakness in the technical, operational, patrimonial, financial or other nature of the Client.

18.1.3. The Contractor may establish, by prior written notice, new types of Remuneration.

18.2. To collect the amounts due from the Client, the Contractor may, at its sole discretion, adopt any of the following alternatives:

(i) Offset the amount of the debt with any other credits, present or future, owed to the Client;

(ii) Debit entries in the Financial Agenda and/or Domicile Institution of the Client;

(iii) Allow the Client, in the absence of credits to offset and/or the impossibility of debiting in a freely movable account, to make the payment by DOC, TED, bank slip, or identified deposit, provided it is agreed with the Contractor;

(iv) Carry out judicial and extrajudicial collection, including through third parties, which will seek, through all means permitted by law, satisfaction of the debt, either by (a) online attachment of all bank accounts existing in the name of the debtor Client or its partners or any company belonging to the economic group of the Client, as established by law, through the BACEN JUD system; (b) attachment of all assets existing in the name of the Client or any company belonging to the economic group of the Client, or, as allowed by law, of the Client's partners, sufficient to guarantee payment of the debt; and/or (c) any other means available at the time of collection.

18.2.1. Any delay in payment of any amount due in whole or in part by the Client to the Contractor shall entail a default interest of 2% (two percent), incident on the amount due and unpaid, plus late payment interest of 1% (one percent) per month and monetary updating based on IPCA/FGV, calculated pro rata die, or in the absence of this, by another index legally replacing it.

18.2.2. In the event that the Client presents debts or credits with companies controlled by the Contractor or affiliated to it, terms defined in article 243 of Law No. 6,404/1976, the Client hereby authorizes the offsetting of the respective values ​​in their Financial Agenda.

18.2.3. The Client hereby also authorizes and agrees, irrevocably and irreversibly, with the offsetting of any debts or credits existing in one or more of the Client's records at the Contractor.

XIX. FRAUD OR SUSPECTED FRAUD

19.1. The Contractor will take measures to identify and prevent fraud and illegal practices, with the Client undertaking to instruct its employees on compliance with prevention policies and to provide the information requested by the Contractor.

19.2. In case of suspicion of irregular Transactions with Means of Payment, the Contractor is hereby authorized by the Client to initiate an investigative procedure for the respective investigation.

19.2.1. If the Client is informed by the Contractor about any investigative procedure, the Client must fully cooperate with the Contractor, undertaking to provide all documents requested by the Contractor and to adopt any and all recommendations to regularize its activities within the deadline indicated by the Contractor, and the Contractor may conduct inspections at the Client's physical premises and documents and/or information, on any date and during business hours, regardless of prior notice to the Client.

19.3. In case of suspicion of fraud or any other illicit activity and during the conduct of the investigative procedure mentioned in this Clause, the Contractor may suspend the provision of any services provided herein and the financial settlement of the Net Value resulting from Transactions with Means of Payment to the Client (and/or recipients, if necessary) or withhold any transfers to be made to the Client from the date of the start of the investigative procedure until its conclusion, without this generating for the Contractor the imposition of fines or late charges.

19.3.1. If no irregularities are proven in the transactions and this Agreement remains in force, the transaction amounts shall be paid by the Contractor to the Client, without any increase or penalty.

19.3.2. In the event of the detection of fraud or suspected fraud or irregularity in the operation by the Client, the Contractor may immediately block Transactions with Means of Payment and/or change the Remuneration and/or terminate this Agreement and/or withhold any and all amounts that should have been transferred by the Contractor to the Client for the period necessary to conclude the investigation of all Losses caused. Once such investigation is completed, the withheld amounts may be used to amortize/compensate for Losses caused to the Contractor and/or to the Cardholders and/or Issuers.

19.4. In relation to the services contracted herein, the Contractor may determine and communicate to the Client a monetary limit to be observed for operating and conducting transactions within a specified period.

APPENDIX I

(General Conditions of Promise of Assignment and Acquisition of Receivables Rights and Other Agreements - TAPSO INVESTMENT FUND IN RECEIVABLES RIGHTS)

GENERAL CONDITIONS OF PROMISE OF ASSIGNMENT AND ACQUISITION OF RECEIVABLES RIGHTS AND OTHER AGREEMENTS

The TAPSO INVESTMENT FUND IN RECEIVABLES RIGHTS ("Fund" or "Assignee"), registered with the National Registry of Legal Entities of the Ministry of Economy ("CNPJ/ME") under number 26.287.464/0001-14, registered with the Brazilian Securities and Exchange Commission ("CVM"), established in the form of a closed condominium, governed by CVM Instruction No. 356, of December 17, 2001, as amended ("CVM Instruction 356/01"), and represented in accordance with the Fund's Regulation ("Regulation") by its administrative institution OLIVEIRA TRUST DISTRIBUTOR OF SECURITIES AND VALUES S.A., headquartered in the City of Rio de Janeiro, State of Rio de Janeiro, at Av. das Américas, No. 3434, Block 7, Room 201, Barra da Tijuca, ZIP Code 22640-100, registered with CNPJ/ME under number 36.113.876/0001-91, duly authorized by the CVM for the professional practice of administration and management of securities portfolios by CVM Declaratory Act No. 6696, of February 21, 2002 ("Administrator"), hereby represented in accordance with its Bylaws, resolves to establish the general conditions for the assignment of receivables rights that may be carried out from time to time by the Accredited Establishments that have adhered to the General Terms and Conditions for the Hiring of Products and Services of Pagar.me Payment, to be registered in the competent Registry Office of Titles and Documents of São Paulo ("Accreditation Contract") as amended or replaced from time to time, through this instrument of General Conditions of Promise of Assignment and Acquisition of Receivables Rights and Other Agreements ("General Assignment Conditions"), which shall be governed by the clauses and conditions set forth below:

CONSIDERING THAT:

(i) as a result of the Payment Transactions carried out between the Assignors and End Users, the Assignors, from time to time, hold Receivables Rights against Pagar.me, arising from the acquisition, by the End Users, of goods or services offered by the Assignors, upon the use of Payment Instruments of any Flag and Issuer;

(ii) the Assignors may, at their sole discretion, offer and assign to the Fund the Receivables Rights that comply with the Eligibility Criteria, as provided in the Fund's Regulation, the Accreditation Contract, and this General Assignment Conditions instrument, in order to advance receivables owned by the Assignor;

(iii) the Fund, in turn, wishes to acquire the respective Receivables Rights from the Assignors, provided that all Eligibility Criteria are met cumulatively and provided that there are sufficient funds available for the acquisition of these Receivables Rights, as provided in the Fund's Regulation and this General Assignment Conditions instrument;

(iv) the Assignors, through each Electronic Assignment Formalization initiated through the Pagar.me System, will assign to the Fund the Receivables Rights specified in the respective Electronic Assignment Formalization, in accordance with articles 286 and following of Law No. 10,406, of January 10, 2002, as amended ("Civil Code"), with all that such Receivables Rights represent;

(v) the Custodian will provide custody services for the Fund, as provided for in article 38 of CVM Instruction 356/01, including verifying compliance with the Eligibility Criteria;

(vi) as provided in this General Assignment Conditions instrument, the Receivables Rights arise from Payment Transactions carried out by End Users, upon the use of Payment Instruments of any Flag and any Issuer, at Accredited Establishments, operated by the Pagar.me System;

(vii) the Assignors are and will be until the time of assignment, the sole and legitimate owners of the Eligible Receivables Rights; and

(viii) for the purposes of this General Assignment Conditions instrument, any and all references to the Fund shall also be interpreted as a reference to the Administrator, acting as the Fund's representative.

All terms and expressions, initiated by uppercase letters, in their singular or plural form, used in this instrument and its attachments, and not defined therein, have the respective meanings attributed to them in Annex I to this General Assignment Conditions instrument, and if not provided in said Annex I, have the same meaning attributed to them in the Regulation.

Clause One: Promise of Assignment, Assignment, and Acquisition of Receivables Rights

1.1. Without prejudice to the possibility for the Assignor to opt for the Promise of Assignment, the Assignors, by offering Receivables Rights, under Clause 1.1.2(i) below, once the Electronic Assignment Formalization is completed, shall assign and transfer to the Fund, from time to time, definitively and without any joint liability or responsibility for the solvency of the Debtor, during the term of the Fund, the existing, valid, effective, free, and unencumbered Receivables Rights held against the Debtor, arising from Payment Transactions carried out by End Users using Payment Instruments operated by the Pagar.me System.

1.1.1. The Fund shall have the option to acquire the Receivables Rights offered by the Assignors, whether they have been the subject of a Promise of Assignment or not, under the terms of this General Assignment Conditions instrument, the Accreditation Contract, and the Electronic Assignment Formalization, in order to comply with its investment policy, as described in the Regulation, and in the case of opting for the Promise of Assignment, the obligations of the Assignors to assign the Receivables Rights under the Promise of Assignment shall be guaranteed by the Fiduciary Assignment.

1.1.2. The Receivables Rights to be assigned to the Fund, subject to Clause 1.2 below, must comply with the Eligibility Criteria, to be verified and validated by the Custodian. All and any Receivables Rights offered by the Assignors, operated and represented by Pagar.me, to the Fund must individually and cumulatively comply with the following criteria, which shall be verified and confirmed by the Custodian, as provided in Chapter Five of the Regulation, without prejudice to other criteria that may be stipulated in the Fund's Regulation ("Eligibility Criteria"):

(i) The Receivables Rights must be made available for sale by the respective Assignors through any communication channel provided by Pagar.me, which represents them as an agent for the purpose of assignment;

(ii) The Receivables Rights must originate from Payment Transactions carried out by End Users using Payment Instruments operated by the Pagar.me System for the purchase of goods, products, and services offered by the respective Assignors;

(iii) The Receivables Rights must be expressed in the national currency.

1.2. The Assigned Receivables Rights shall be subject to these General Assignment Conditions, in an irrevocable and irreversible manner, observing the applicable provisions of this Clause One.

1.2.1. The Assignor may, under the terms of the Accreditation Contract, make a Promise of Assignment of Receivables Rights that may be originated during a certain period to the Fund, in which case the provisions of Clause 1.9 below shall apply. In this case, the Receivables Rights subject to the Promise of Assignment shall be linked until there is a contrary manifestation by the respective Assignor, requesting the release, by the Fund, of the Promise of Assignment and, consequently, the Fiduciary Assignment Guarantee. From the communication made by the Assignor to Pagar.me, all provisions regarding the Promise of Assignment shall apply, and the Promise of Assignment shall be effectively constituted.

1.3. The Assignors shall not be liable for the solvency of the Debtor, as the debtor of the Assigned Receivables Rights, but only for the proper formalization, correct constitution, existence, liquidity, and certainty of these Receivables Rights acquired by the Fund, under these General Assignment Conditions.

1.3.1. The Administrator, Custodian, Manager, and Asset Controller shall not be liable for the solvency, origination, validity, existence, liquidity, certainty, and enforceability of the Receivables Rights acquired by the Fund.

1.4. Upon the assignment of the Receivables Rights, the Fund, through Pagar.me, as the Settlement Agent, shall pay the Acquisition Price in the manner, amounts, and dates agreed with the Assignor (the "Initial Acquisition Price Payment Date"). The Acquisition Price indicated in the respective Electronic Assignment Formalization shall be agreed upon with the respective Assignor, represented by Pagar.me, under the terms of the Accreditation Contract, at the time of each assignment according to criteria and market parameters prevailing at the time, and may be paid in 1 (one) or more installments, as previously agreed upon between Pagar.me and the respective Assignor. In the case of payment in more than one installment of the Acquisition Price, the Fund, through Pagar.me, as the Settlement Agent, shall make the payment of the remaining balance of the Acquisition Price on the maturity date of the respective Receivables Right ("Final Acquisition Price Payment Date"), if applicable.

1.4.1. It is hereby established that if, on the Final Acquisition Price Payment Date, the Fund has not received the full payment of the Receivables Rights assigned by the respective Assignor solely due to Chargebacks or other events not related to the credit risk of the Debtor resulting in the improper formalization of the respective Assigned Receivables Rights, the Acquisition Price shall be adjusted by Pagar.me, to deduct the amount equivalent to the unpaid amount due to such events, if applicable pursuant to Clause 1.4 above.

1.4.2. The deducted and unpaid amount, pursuant to Clause 1.4.1 above, shall be returned by Pagar.me to the Fund as an adjustment of the Acquisition Price.

1.5. The Acquisition Price shall be paid by the Fund to the Assignor, through the Settlement Agent, by means of an Electronic Funds Transfer – TED or other equivalent transfer mechanisms, to the account indicated by the Settlement Agent, which shall have received said amount in full on behalf of and on the account of the Assignor, under the terms of Clause 1.5.1 below, and shall transfer such amount, in the number of installments and at the frequency previously agreed with the Assignor, via Electronic Funds Transfer – TED or other equivalent transfer mechanisms on the respective Initial Acquisition Price Payment Date and Final Acquisition Price Payment Date, as applicable, so that the Assignor receives such amounts into an account of their ownership in accordance with the procedure set forth in the Accreditation Contract and other applicable documents.

1.5.1. The Settlement Agent shall receive the Acquisition Price as a faithful depositary, under the terms of Article 627 et seq. of the Civil Code, and under the terms of the Settlement Agent Agreement, making the payment of the installments of the Acquisition Price in the manner and frequency previously agreed with the Assignor.

1.6. Pursuant to article 287 of the Civil Code and as established herein, the assignment by the Assignor of the Receivables to the Fund shall encompass not only the Receivables themselves but also everything that the Receivables represent, including monetary adjustments, interest, and charges, as well as all rights, actions, co-obligations, and guarantees secured to the Assignor by virtue of the Receivables, pursuant to the Documentary Evidence.

1.7. The Assignment Promise, the Fiduciary Assignment, and the assignment of the Receivables to the Fund, when applicable, shall be recorded in a Registration System, provided that such registration shall be operationalized by Pagar.me, as described in the Liquidation Agent Agreement, according to the operational procedures of the Registration Entity for such registration.

1.7.1. The records of the Assignment Promise, the Fiduciary Assignment, and the assignments of the Assigned Receivables shall be made considering the identification elements of the U.R. and, as applicable, the aggregated face value.

1.7.2. All provisions regarding the Registration System shall only be applicable after the commencement of the validity of CMN Resolution 4,734/19 and the operationalization of the Registration Systems.

1.7.3. The registration of assignments of EC Receivables to the Fund in the Registration system shall not apply to EC Receivables assigned by Accredited Establishments that do not qualify as end-user recipients, pursuant to CMN Resolution 4,734/19 and BCB Circular 3,952/19, except in cases where such EC Receivables held by Accredited Establishments that do not qualify as end-user recipients are registered in the Registration Systems by the respective Debtor.

1.8. In the event that, for any reason, the following events occur cumulatively: (a) the assignment of the Receivables offered to the Fund cannot be effected; (b) the registration of the respective assignment has already been made in favor of the Fund; and (c) the Receivables offered whose assignment has not been effected have subsequently been assigned to any third party, the Assignor and the Fund authorize Pagar.me to update the registration of the assignment of such Receivables in the Registration System directly to demonstrate the ownership of the third party acquiring such Receivables.

1.9. To ensure compliance with the obligations assumed by the Assignors under the Assignment Promise, the Assignor, as indicated in the Fiduciary Assignment Agreement, assigns and transfers fiduciarily as collateral, the fiduciary ownership, the resoluble domain, and the direct possession of all Receivables, in favor of the Fund, pursuant to articles 1,361 and following of the Civil Code, article 66-B, §§ 3rd, 4th, and 5th of Law No. 4,728, of July 14, 1965, articles 18 to 20 of Law No. 9,514, of November 20, 1997, and articles 30 to 39 of Law No. 10,931, as well as other applicable legal and regulatory provisions.

1.9.1. The Assignor, represented by Pagar.me, shall sign, from time to time, Fiduciary Assignment Agreements, which will confirm this guarantee and adherence to the General Assignment Conditions, and each Fiduciary Assignment Agreement shall indicate the guaranteed obligation, the term, the place, the Receivables object of the Fiduciary Assignment, as well as any other legal requirements for the perfect constitution of the Fiduciary Assignment.

1.9.1.1. The Assignor, represented by Pagar.me, shall declare in each Fiduciary Assignment Agreement that the Receivables from time to time given as collateral for this Assignment Promise are free and clear of any liens and encumbrances, of a real or personal nature, without competition from third parties, remaining intact and in full force until the fulfillment of the obligations assumed in the Assignment Promise and that the guarantee given under these General Assignment Conditions is fully valid and effective between the parties.

1.9.2. For the purpose of operationalizing the provisions of Clause 1.9, the Assignor expressly authorizes and consents, from now on, that the Fund, through Pagar.me, records liens and encumbrances, as applicable, on the Receivables object of the Assignment Promise and each Fiduciary Assignment Agreement in the Registration Systems.

1.9.3. As a fiduciary creditor, the Fund may exercise, over the Receivables given as collateral, all rights specified in the applicable legislation and regulations.

1.9.4. The Assignor undertakes to deliver to the Fund, to compose this Fiduciary Assignment, new Receivables in the necessary amount to maintain the guarantee good, firm, and valuable, as indicated in each Fiduciary Assignment Agreement.

1.9.5. As long as obligations relating to the Assignment Promise subsist, the Assignor undertakes not to draw, assign, or endorse the Receivables to third parties, and/or assign, alienate, discount, transact, pledge to any third parties, or create any liens and encumbrances on the Receivables given as collateral, or initiate the practice of any of these acts.

1.9.6. Pagar.me shall arrange for the cancellation of liens and encumbrances on the Receivables (i) if the respective Receivable has actually been acquired by the Fund, (ii) in the event that the Fund does not exercise the right to acquire the respective Receivables, for any reason; and (iii) upon request of the Assignor for the cancellation of the renewal of the Assignment Promise.

Clause Two: Collection of Assigned Receivables

2.1. The Assigned Receivables, as established in this Assignment General Terms and Conditions, the respective Electronic Assignment Formalization, and the Acceptance Instrument, shall belong to the Fund as of the date of effective completion of the respective Electronic Assignment Formalization, and the Fund shall have the right to collect and receive any Assigned Receivables, acting on its own behalf or through third parties, with the Settlement Agent authorized to indicate the Fund's Authorized Account as the bank domicile for receiving the Assigned Receivables in the Registration System.

2.2. In accordance with Article 38, item VII of CVM Instruction 356/01, the Custodian shall be responsible for collecting and receiving, on behalf of the Fund, the amounts relating to the Assigned Receivables on their respective due dates, according to the rules established in the Regulations and the Settlement Agent Agreement.

Clause Three: Operationalization of Acquisition and Settlement of Receivables

3.1. As a general rule, each assignment transaction of Eligible Receivables to the Fund shall be deemed formalized and regular after: (i) Electronic Assignment Formalization; (ii) execution (by physical or digital signature) of the Acceptance Instrument by the respective Debtor together with the Fund; (iii) payment, by the Fund, of the Purchase Price to the respective Settlement Agent, which will be subsequently paid to the respective Assignor (as agreed and provided for in this Assignment General Terms and Conditions and the Settlement Agent Contracts); and (iv) registration of the respective assignment of Eligible Receivables in the name of the Fund in the Registration System, as provided for in Clause 1.7 above and when applicable the provisions regarding the Registration System.

3.1.1. Pagar.me will daily forward to the Administrator and the Custodian the Analytical Electronic File electronically for each executed Acceptance Instrument that the Administrator has sent completed, identifying in detail the Assigned Receivables.

3.1.2. The Fund and the respective Debtor of the Assigned Receivable shall jointly execute the Acceptance Instrument daily, so that the respective Debtor acknowledges the amount due arising from the Assigned Receivables on a given Business Day by the respective Assignors to the Fund.

3.1.2.1. The Acceptance Instruments shall only be registered in the Records of Titles and Documents of the domicile of the Debtor and the Fund in the following situations: (i) express requirement of governmental authority or the Judiciary; (ii) specific resolution in General Meeting; (iii) decree of intervention, liquidation, bankruptcy, or other similar events of a Debtor, under the terms of the applicable legislation and regulations; (iv) default by any of the Debtors of the Assigned Receivables; or, (v) in the event of the enactment of legislation requiring registration for the purposes of the existence or validity of assignments.

3.2. All payments related to the Receivables shall be made by the Debtor through the financial compensation and settlement of the payments of the Receivables to the Fund, which shall be made into the account held by the Fund at Banco Bradesco (237), Agency 2373-6, Account No. 7561-2, which shall be indicated as the Fund's bank domicile in the Registration System, or in another account owned by the Fund, provided that it has been previously indicated by the Fund, through the Settlement Agent, by changing its bank domicile in the Registration System (the "Authorized Fund Account"), including when the payment occurs as a result of collection efforts, judicial and/or extrajudicial, in accordance with applicable law, for the receipt of part and/or all of the payments relating to such Assigned Receivables.

3.3. The Assignors hereby irrevocably and unconditionally appoint Pagar.me, in accordance with Articles 684 and 685 of Law No. 10.406, of January 10, 2002 (the Brazilian Civil Code), as their duly authorized attorney-in-fact to, on their behalf and on their account, negotiate the terms, assign and transfer the Receivables to the Fund definitively, being able to execute contracts, instruments, assignment agreements, and/or any other documents, as well as perform any acts necessary to formalize and validate the transfer of the Receivables, with Pagar.me expressly exempt from rendering accounts to the Assignors, in accordance with civil legislation.

Clause Four: Declarations

4.1. The Assignors, duly authorized as per their articles of incorporation, as the case may be, shall be civilly and criminally responsible for the existence, legality, legitimacy, truthfulness, and correct formalization of the Receivables acquired by the Fund, under the terms of this instrument and each Electronic Assignment Formalization, and shall declare and ensure, also to the Fund, the Custodian, and the Administrator, individually, on the date of formalization of each Electronic Assignment Formalization, that:

(a) it is a legal entity or natural person, as the case may be, validly registered, incorporated, and organized and operating in accordance with the legislation of the Federative Republic of Brazil and applicable regulations in force;

(b) these Assignment General Terms and Conditions, the assumption and fulfillment of the obligations arising therefrom, especially those relating to the assignment and transfer of the Receivables, do not depend on any authorizations from its deliberative and executive bodies (general assembly, board of directors, and management), as well as any prior resolution of shareholders required by virtue of shareholder agreements, if any, filed at its headquarters, all legal and statutory requirements having been satisfied for this purpose;

(c) these Assignment General Terms and Conditions, the assumption and fulfillment of the obligations arising therefrom, do not result, directly or indirectly, in the total or partial breach of (i) any contracts, instruments, or documents, of any nature, entered into prior to the date of the offer of the Receivables under the terms of this instrument, of which it is a party or to which they are bound, in any capacity, any of the corporeal, incorporeal, tangible, intangible, movable, or immovable assets owned by it, especially the Receivables; (ii) any legal or regulatory norm to which the Assignor or any of the corporeal, incorporeal, tangible, intangible, movable, or immovable assets owned by it are subject; and (iii) any order, decision, even interim, judicial or administrative affecting the Assignor or any of the corporeal, incorporeal, tangible, intangible, movable, or immovable assets owned by it;

(d) the Receivables that, by virtue of this instrument and each Electronic Assignment Formalization, are assigned to the Fund, are of its legitimate and exclusive ownership, existing, valid, effective, free, unencumbered, and unencumbered by any burdens, encumbrances, or restrictions or impediments of any kind, which, in any way, may hinder the assignment and the full exercise, by the Fund, of the prerogatives arising from the ownership of the Receivables acquired under the terms of this instrument and each Electronic Assignment Formalization, including with regard to third parties, not being the subject of any other alienation, pledge, assignment or transfer, commitment of alienation and/or encumbrance;

(e) it is not aware, as of the date hereof, of any personal or real actions of a civil, commercial, tax, or labor nature instituted against the Assignor in any court in Brazil or abroad and involving or aimed at the Receivables, so that they may hinder the assignment and the full exercise, by the Fund, of the prerogatives arising from the ownership of the Receivables acquired under the terms of this instrument and each Electronic Assignment Formalization;

(f) the assignment and transfer of Receivables, under the terms of this instrument and each Electronic Assignment Formalization, do not establish, directly or indirectly, any consumer or commercial relationship between the Assignor and the Fund or between the Assignor, the Custodian, and/or the Administrator;

(g) it is not under intervention and is not aware of any process that may result in its insolvency, bankruptcy, intervention, or judicial or extrajudicial liquidation or similar procedure;

(h) it has granted authorization to Pagar.me, giving it full powers of representation under this instrument or authorizing it to, without any restrictions, perform the following activities, without excluding others that may be necessary for the correct formalization and perfection of the assignment of the Eligible Receivables to the Fund: (i) consultation of the Receivables of its ownership in the Registration Systems; (ii) signature, whether physical or electronic, pursuant to applicable law, of any documents necessary for the correct formalization of the assignment, the Promise of Assignment, and the Fiduciary Assignment of the Receivables to the Fund (or, as the case may be, assignment resolution); and (iii) issuance of any order or command to a Registry Entity for it to change the ownership of the Assigned Receivables in favor of the Fund, under these Assignment General Terms and Conditions, in the Registration System; and

(i) if the Assignor is not an end-receiving user, as defined in the applicable regulation, the Assignor declares that, under the terms of art. 12-A of Law 12.865/13, the proceeds of each assignment of Receivables made under these Assignment General Terms and Conditions (i.e., the Purchase Price received by the Assignor) will be used to fulfill the settlement obligations among the participants of the Payment Arrangement referring to Payment Transactions until received by the end-receiving user, in accordance with the rules of the Payment Arrangement, subject to necessary discounts. The Parties acknowledge that the non-compliance with this declaration, by the Assignor, may not be invoked against the Fund to invalidate or render ineffective any assignment of Receivables made under these Assignment General Terms and Conditions, nor result in any loss to the Fund, or, furthermore, change the nature of any assignment of Receivables made under these Assignment General Terms and Conditions.

4.2. The Administrator, duly authorized in accordance with the Regulations, declares and ensures, on behalf of the Fund and, as the case may be, duly authorized in accordance with its bylaws, in its own name, that:

(a) the Fund is a pool of resources validly constituted as a closed condominium, in accordance with CMN Resolution 2,907 and CVM Instruction 356/01;

(b) this instrument and the assumption and fulfillment of the obligations arising therefrom, as well as the other legal instruments related to the assignment and acquisition of Receivables agreed upon herein, are duly authorized by the Regulations, and this instrument and the assumption and fulfillment of the obligations arising therefrom do not result, directly or indirectly, in the total or partial breach of (i) any contracts, of any nature, entered into prior to the date of the offer of the Receivables under the terms of this instrument, to which the Fund and/or the Administrator is a party; (ii) any legal or regulatory norm to which the Fund and/or the Administrator, or any of the corporeal, incorporeal, tangible, intangible, movable, or immovable assets owned by them are subject; and (iii) any order, decision, even interim, judicial or administrative affecting the Administrator;

(c) it is technically and operationally qualified and authorized to provide Fund administration services, having all the necessary systems for the full and satisfactory exercise of its functions, in accordance with the Regulations, other documents related to the Fund, and applicable legislation; and

(d) it is not under intervention and is not aware of any process that may result in its insolvency, bankruptcy, intervention, or judicial or extrajudicial liquidation or similar procedure.

Clause Five: Additional Obligations of the Assignors

5.1. Without prejudice to the other obligations assumed under this instrument, the Assignors expressly undertake, upon each assignment of Eligible Receivables to the Fund, to:

(a) take all measures within their reach to keep valid and effective the statements contained in Clause Four above, and to keep the Fund informed, such communications may be made through Pagar.me, as the Assignor's agent, as provided in Clause 3.3 above, of any act or fact that may affect the validity of any of the said statements, taking appropriate measures to remedy or prevent the invalidity of any statement; and

(b) immediately inform the Administrator, such communications may be made through Pagar.me, as the Assignor's agent, about the occurrence of any default with respect to this instrument; and

(c) authorize Pagar.me to send the information from these Assignment General Terms and Conditions to the corresponding Registration System, for the purpose of registering the assignments made under these Assignment General Terms and Conditions.

5.1.1. The obligations provided for in this Clause for which no specific deadline has been established shall be enforceable within 2 (two) Business Days from the receipt, by the Assignor, of communication sent through Pagar.me, acting as the Assignor's mandatary, by the Administrator or by the Fund, pursuant to Clause Ten below, demanding compliance with the respective obligation.

Clause Six: Extinction

6.1. The eventual extinction of this General Assignment Conditions instrument shall not exempt the Assignor from the full and timely fulfillment of the obligations assumed under the terms of this instrument regarding Receivables assigned prior to the date of its extinction, including the provisions of Clause 5.1 above, or that become due to the extinction of this instrument, nor shall it prejudice the right of the Fund to demand, by all means established in said contractual instruments, compliance with such obligations.

Clause Seven: Penalties

7.1. The default by the Fund in any of the payment obligations provided for in this instrument shall characterize, by operation of law, regardless of any notice, notification, or judicial or extrajudicial interpellation, the default of the defaulting Party, subjecting the overdue amounts to default interest of 1% (one percent) per month and monetary update based on the IPC/FGV or, in the absence thereof, another index that legally replaces it, calculated pro rata temporis from the date on which the payment was due until its full receipt by the creditor Party.

7.1.1. Delays resulting from system failures shall not be penalized; however, efforts must be made to immediately correct such failures, provided that the Administrator and/or the Custodian shall be subject to the penalties provided for in this Agreement if such failures persist for more than 1 (one) Business Day, counted from the date set for compliance with the obligation.

7.2. The default by the Assignor, through fraud or fault, of any of the obligations to give, do or refrain from doing assumed under the terms of this instrument and each Electronic Assignment Form, of which it has been notified to regularize and does not do so within the period established in this instrument, or signed in the respective notification and/or notice, a period which, in no case, shall be less than 2 (two) Business Days, or, furthermore, the identification, by the Fund, that any statement made by the Assignor is false, incorrect, wrong, inaccurate, or incomplete, shall oblige the Assignor to indemnify the losses and damages incurred by the Fund as a result of such default and/or falsehood, incorrectness, error, inaccuracy, or incompleteness of the statement.

7.2.1. The Assignor shall be exempt from such penalty in the event of defaults resulting from delays by the Debtor and/or system failures of the Administrator, the Custodian, and/or Pagar.me.

Clause Eight: Confidentiality

8.1. The Assignor, the Fund, the Administrator, and other Parties mentioned herein undertake to maintain confidentiality and respect the confidentiality of data and information, verbal or written, regarding the operations and businesses of the other Parties (including, without limitation, all financial, operational, economic, technical, and legal secrets and/or information), contracts, opinions, and other documents, as well as any copies or records thereof, contained in any physical and/or electronic medium to which said obligated Party has access by virtue of this instrument ("Confidential Information"), it being established hereby that (i) Confidential Information may only be disclosed to its partners, administrators, attorneys-in-fact, consultants, agents, and employees, present or future, who need to have access to Confidential Information by virtue of the fulfillment of the obligations established in this instrument ("Representatives"); and (ii) that disclosure to third parties, directly or indirectly, in whole or in part, individually or collectively, in Brazil or abroad, by any means, of any Confidential Information shall depend on prior and express written authorization from the Party holding the respective Confidential Information.

8.2. The Assignor, the Fund, the Administrator, and other Parties mentioned herein undertake not to use any of the Confidential Information for their own benefit or that of any third parties and shall be liable for the violation of the obligations provided for in this Clause by any of the Representatives.

8.3. If any Party or any of its Representatives is required, by law, judicial decision, or by order of any governmental authority, to disclose any of the Confidential Information, such Party, without prejudice to the timely compliance with the legal or administrative requirement, shall, except in the event it is prevented by a certain judicial order or rule, immediately notify the other Parties of such obligation, so that the Parties, if possible and in mutual cooperation, may take appropriate measures, including judicial ones, to preserve the Confidential Information. If the measures taken to preserve the Confidential Information are unsuccessful, only the portion of the Confidential Information strictly necessary to satisfy the legal duty and/or comply with a judicial order or any competent authority to disclose the information shall be disclosed.

8.4. The commitment to confidentiality provided for in this Clause does not apply to information: (i) available to the public otherwise than by disclosure thereof by any of the Parties or by any of their Representatives; and (ii) that was proven to be known to one or all of the Parties or any of their Representatives before said obligated Party or its Representatives had access by virtue of this instrument.

8.5. The duty of confidentiality provided for in this Clause shall remain in effect upon the termination of this instrument between a specific Assignor and the Fund for a period of 2 (two) years, its breach being subject to the provisions of this instrument at any time during the term of the aforementioned period, including after the termination or resolution of this instrument.

Clause Nine: Communications

9.1. All documents, communications, consents, notifications, requests, and other forms of communication related to this instrument to the Fund, the Administrator, and/or the Custodian shall be made in writing and shall be sent by electronic correspondence or delivered under the terms of this instrument, and shall be addressed to the following address or email:

OLIVEIRA TRUST DISTRIBUTOR OF SECURITIES AND SECURITIES S.A.

Av. das Américas, No. 3434, Block 7, Room 201, Barra da Tijuca
ZIP code 22640-102 - Rio de Janeiro – RJ
Attn: Mr. Alan Najman / Alexandre Freitas
Email: [email protected] / [email protected]
Phone: (21) 3514-0000

With copy to:

PAGAR.ME PAYMENT INSTITUTION S.A.

Rua Fidêncio Ramos, No. 308, Tower A, suite 91, Vila Olímpia
ZIP code 04551-902 - São Paulo – SP
Attn: Treasury / DCM
Email: [email protected] / [email protected] /
[email protected] / [email protected]
Phone: (11) 3157-3197

9.2. All communications, letters, or notifications sent to the Fund pursuant to this instrument must be issued with a copy to the Administrator with a "Return Receipt Requested" issued by the Brazilian Post and Telegraph Company ("R.R."), or by email with proof of receipt, to the email address indicated in Clause 9.1 above, under penalty of not being considered received by the Fund.

9.3. Documents and communications, as well as physical means containing documents or communications, will be considered received when delivered, under protocol or by R.R., at the above addresses, or upon confirmation of receipt of transmission via email or other electronic transmission means. For purposes of this Clause, confirmation of receipt via facsimile or via email will be considered valid even if issued by the Party that transmitted the message, provided that the receipt was issued from the equipment used in the transmission and that such equipment contains sufficient information for the identification of the sender and recipient of the communication, as well as the date of sending.

Clause Ten: Final Provisions

10.1. The Assignor and the Fund acknowledge that these General Assignment Conditions, together with the respective Electronic Assignment Formalization, constitute an extrajudicial executive title for all purposes and effects of article 784, item III, of Law No. 13,105, of March 16, 2015, as amended (the “Code of Civil Procedure”), recognizing, from now on, the liquidity and certainty of any pecuniary obligations provided for in this instrument that may be claimed through a specific performance proceeding or through the achievement of a practical equivalent result, through the measures referred to in paragraph 1 of article 536 of the Code of Civil Procedure.

10.2. All provisions contained in this instrument that are characterized as obligations to be fulfilled or not fulfilled by the Fund shall be considered, unless expressly stated otherwise, the sole responsibility of the Administrator and/or the Custodian.

10.2.1. This General Assignment Conditions instrument replaces any previous verbal or written agreement between the Parties and shall be governed in accordance with the Accreditation Agreement.

10.3. Subject to the deadlines established in this instrument, and unless otherwise provided in this instrument, the obligations to be fulfilled and not fulfilled herein shall be enforceable within 1 (one) Business Day counted from receipt, by the parties, of the notification constituting the respective Party in default, with the creditor Party being authorized to take the necessary judicial measures (i) for specific performance; or (ii) to obtain the practical equivalent result, through the measures referred to in paragraph 1 of article 536 of the Code of Civil Procedure.

10.4. The Parties expressly acknowledge that the proof of receipt of the notification mentioned in Clause 10.3 above, accompanied by the documents on which it is based, shall be sufficient to support the request for specific performance of the breached obligation.

10.5. This instrument shall be valid for the term of the Fund, without prejudice to the provisions of Clauses Six, Seven, and Eight above, as well as the early liquidation hypotheses of the Fund provided for in the Regulations.

10.6. Any amendment to this instrument shall only be valid and effective if made in writing and registered with the competent Registry of Titles and Documents, and all costs arising from this instrument for its proper formalization, as established by law, including registration, shall be the responsibility of and shall be paid by the Fund.

10.7. Except for the commercial and obligational relationships established herein, this instrument does not create or establish any commercial and/or exclusivity relationship between the Assignor, the Fund, and other institutions involved.

10.8. Except as expressly provided in this instrument, this instrument is irrevocable and non-negotiable, and the Assignors and the Fund are obliged to its faithful, punctual, and complete fulfillment, by themselves and their successors, for any reason whatsoever.

10.9. The appendices to this instrument (“Appendices”) are an integral and inseparable part thereof. In case of discrepancy between the content and/or interpretation of the instrument and its Appendices, the provisions of this instrument shall prevail, given the complementary nature of the Appendices. The Parties acknowledge the unity and indivisibility of the provisions of the instrument and the Appendices, which shall be interpreted harmoniously and systematically, with the nature of the business entered into between the Parties as a parameter.

10.10. If, as a result of any unappealable judicial decision, any provision or term of this instrument is declared null, invalid, unenforceable, or voidable, such nullity, invalidity, unenforceability, or voidability shall not affect the validity of the other clauses of this instrument not affected by the declaration of nullity, invalidity, unenforceability, or voidability.

10.11. Tolerance and reciprocal concessions between the Parties shall be occasional and transitory in nature and shall not constitute, under any circumstances, waiver, compromise, remission, loss, modification, reduction, or extension of any rights, faculties, privileges, prerogatives, or powers conferred upon any of the Parties under the terms of this instrument, and if there are any, they shall be expressly made without the intention of novating the obligations set forth herein.

10.12. This instrument constitutes the sole and entire agreement between the Parties regarding the rights and obligations established herein, replacing all other documents, letters, memoranda, or proposals between the Parties, as well as oral understandings between the Parties, prior to the present date.

10.13. Unless otherwise provided for in this instrument, the assignment to third parties of the rights and obligations provided herein by any of the Parties is expressly prohibited.

10.14. The Parties jointly and expressly declare that this instrument is established respecting the principles of probity and good faith, by free, conscious, and firm expression of will of the parties and in perfect relation of equity.

10.15. Subject to the terms and conditions contained herein, the Assignor, the Custodian, and the Fund agree to use their best efforts to adopt or ensure the adoption of measures or acts that may be necessary or convenient in accordance with applicable law to comply with and observe the provisions herein.

10.16. The titles and headings contained herein are for reference purposes only and shall not affect the rights of the parties to this instrument.

10.17. This Agreement shall be governed and construed in accordance with the laws of the Federative Republic of Brazil.

10.18. The Parties hereby elect the Forum of the City of São Paulo, State of São Paulo, with express exclusion of any other, even if privileged, as competent to settle any doubts and/or issues arising from this instrument or the Electronic Assignment Formalizations.

ANNEX I: Definitions

**General Conditions of Promise of Assignment and Acquisition of Receivables Rights and Other Covenants**

The terms and expressions, in uppercase, in their singular or plural form, used in this instrument and its Annexes and not defined herein shall have the same meaning ascribed to them in the Regulation and the definitions below:

Administrator: means OLIVEIRA TRUST DISTRIBUTOR OF SECURITIES AND SECURITIES S.A., a company duly authorized by the CVM to administer investment funds and manage securities portfolios, through Act Declaratory No. 6,696, of February 21, 2002, enrolled with CNPJ/ME under No. 36.113.876/0001-91, headquartered in the City of Rio de Janeiro, State of Rio de Janeiro, at Avenida das Américas, No. 3434, Block 07, Room 201, ZIP code 22640-100, Barra da Tijuca.

Liquidation Agent: means Pagar.me, as the liquidation agent contracted by the Fund, under the Liquidation Agent Agreement.

Interoperability Environment: means the control base and standardized information exchange mechanisms that enable interoperability among the Registry Entities, as provided for in the Convention between Registry Entities.

Annexes: means the annexes to this instrument, integral and inseparable parts thereof.

BACEN: means the Central Bank of Brazil.

R.R.: has the meaning set forth in Clause 9.2 of this General Assignment Conditions instrument.

Analytical Electronic File: shall be the file that will be prepared by Pagar.me whenever there is an assignment of Receivables Rights to the Fund and sent to the Administrator and the Custodian, electronically, in the layout previously agreed between Pagar.me, the Administrator, and the Custodian. The Analytical Electronic File shall analytically individualize the Assigned Receivables.

Card Brands: means the institutions responsible for payment arrangements (payment arrangement institutions) and, where applicable, for the use of the brand associated with the payment arrangement, holders of property rights and/or franchisees of their brands and logos identifying Payment Instruments, which are responsible for regulating and supervising the issuance of Payment Instruments, the accreditation of Accredited Establishments, and operational and security standards, pursuant to applicable regulations.

Card: means the payment instrument presented in the form of a plastic or virtual card, with credit and/or debit functions, among others, issued by the Issuer and endowed with its own number, security code, name of the End-User (holder of the Payment Instrument), expiry date, and logos of the Card Brands, marks, names, or logos admitted in the Pagar.me System, this instrument used in Payment Transactions in said system.

Assignors: means the Accredited Establishments that, from time to time, and at their sole discretion, assign all or part of their respective Receivables Rights to the Fund and, for that purpose, have executed and/or will execute Electronic Assignment(s) of Assignment with the Fund, represented by their mandatary Pagar.me, pursuant to Clause 3.3.

Fiduciary Assignment: is the fiduciary assignment of certain Receivables Rights granted, from time to time, by the Assignors in favor of the Fund to guarantee the obligations of the Assignors to the Fund under the Promise of Assignment, pursuant to Clause 1.9.

Assignee: means the Fund.

Chargeback: means the challenge of Payment Transaction(s), in whole or in part, by End-Users, Issuers, and/or Debtors, which may result in the non-realization of the total payment or in the reversal of the corresponding credit(s) made to the respective Assignor(s).

CMN: means the National Monetary Council.

Civil Code: means Law No. 10,406, of January 10, 2002, as amended, or any regulation that may replace it.

Code of Civil Procedure: means Law No. 13,105, of March 16, 2015, and its subsequent amendments.

Fund's Authorized Account: means the current account maintained by the Fund in which: (i) the Debtor will settle the Assigned Receivables, as per the bank domicile indicated by the Liquidation Agent, through a Registry Entity, in the Registration System, as applicable; and (ii) the proceeds from the settlement of Defaulted Receivables will be deposited.

General Assignment Conditions: means this instrument of "General Conditions of Promise of Assignment and Acquisition of Receivables Rights and Other Covenants," as well as its respective amendments to be registered in the competent Registry of Titles and Documents, which aims to establish the general conditions of the promise of assignment of Eligible Receivables, by the Assignors, to the Fund.

Liquidation Agent Agreement: means the "Agreement for the Provision of Receivables Liquidation Agent Services and Other Covenants," entered into between the Administrator, on behalf of the Fund, and the Liquidation Agent, with the intervention of the Custodian, to regulate the provision, by the Liquidation Agent, of services for the liquidation and clearing of the Assigned Receivables, as well as its respective amendments.

Accreditation Agreement: means the "Annex I to the General Terms of Contracting of Payment Products and Services" of Pagar.me, to be registered in the competent Registry of Titles and Documents of São Paulo, as amended and/or replaced from time to time, by which the Accredited Establishments adhere to the terms and conditions of the services provided by Pagar.me to the Accredited Establishments, as well as grant powers to Pagar.me to formalize, on behalf of the Accredited Establishments, the assignment of Eligible Receivables to the Fund.

Convention between Registry Entities: means the convention between registry entities, under CMN Resolution No. 4,734, which, among other matters, defines the rules for the Interoperability Environment.

Eligibility Criteria: means the criteria that each and every Receivable must meet cumulatively in order to be acquired by the Fund, as defined in Clause 1.1.2 of this General Assignment Conditions instrument.

Custodian: means the Administrator.

CVM: means the Brazilian Securities and Exchange Commission.

Date of Initial Acquisition Price Payment: means the date on which the first installment of the Acquisition Price for the Eligible Receivables is paid to the respective Assignors, with such amounts being transferred to the Assignors, as provided for in these General Assignment Conditions.

Date of Final Acquisition Price Payment: means the respective due date of the Eligible Receivables, which will be the date on which the final installment of the Acquisition Price for the Eligible Receivables is paid to the respective Assignors, with such amounts being transferred to the Assignors, as provided for in these General Assignment Conditions.

Debtor: means Pagar.me.

Business Day: means any day that is not a Saturday, Sunday, or national holiday.

Receivables Rights: means the receivables rights from time to time held by Accredited Establishments, originating from Payment Transactions carried out by End-Users using Payment Instruments, operated by the Pagar.me System, for the acquisition of goods or services at Accredited Establishments, owed by the Debtor, and, when applicable and after the effectiveness of CMN Resolution 4,734/19 and BCB Circular 3,952/19 and as applicable, will be organized and formalized in U.R. format registered in the Registry Systems.

Assigned Receivables Rights: means the Eligible Receivables Rights assigned by the Assignors to the Fund, subject to compliance with the Eligibility Criteria and the Fund's Investment Policy, pursuant to the Accreditation Agreement, these General Assignment Conditions, Electronic Assignment(s) Formalization(s), and other Supporting Documents.

Defaulted Assigned Receivables Rights: means the Assigned Receivables Rights whose respective Debtors are in arrears in the fulfillment of their respective contractual obligations.

Eligible Receivables Rights: means the Receivables Rights that meet the Eligibility Criteria.

Additional Documents: (a) the electronic records, standardized by the Pagar.me System filled out by Accredited Establishments through information processing equipment and/or software (POS - points of sale, PDV - points of sale or similar technology equipment) connecting to the Pagar.me System network and performing Payment Transaction capture, among other functions; (b) recorded telephone calls and/or emails from Accredited Establishments to Pagar.me, aiming to request the anticipation of amounts related to Payment Transactions; and (c) other documents, in addition to the Supporting Documents, that may be necessary in discussions regarding the existence and enforceability of the Assigned Receivables Rights.

Supporting Documents: means the documents supporting the collateral of the Receivables Rights, the origination process of which is the responsibility of Accredited Establishments, and which jointly comprise: (a) the Accreditation Agreements and their respective amendments; (b) the General Assignment Conditions; (c) the Acceptance Instruments; and (d) electronic file, electronic records, statement, or similar document issued and made available by a Registry Entity, in accordance with the Convention between Registry Entities, proving the registration of the assignment of Eligible Receivables Rights in favor of the Fund of the Eligible Receivables Rights, in the Registration System, when applicable.

Issuers: means the Persons (financial institutions and/or payment institutions) duly authorized by the Central Bank of Brazil (BACEN) and licensed by the Card Networks to issue electronic currency and/or Payment Instruments (including Cards), valid in Brazil, pursuant to applicable CMN and BACEN regulations.

Registry Entity: means the entities authorized by the BACEN to carry out the activity of registering payment arrangements receivables, pursuant to CMN Resolution 4,734/19.

Accredited Establishments: means commercial establishments, sub-acquirers or self-employed professionals, located in Brazil, duly accredited by Pagar.me and who have adhered to and agreed to the terms and conditions of the Accreditation Agreement with Pagar.me and the terms and conditions of this instrument through the Accreditation Agreement.

Electronic Assignment: means the completion of the process of offer and assignment of Eligible Receivables Rights to the Fund, through the completion of the following steps: (A) request by the Accredited Establishment for the assignment of Eligible Receivables Rights, in accordance with these General Assignment Conditions and the Accreditation Agreement; (B) submission by Pagar.me of the file containing the list of Eligible Receivables Rights to the Fund, which shall contain (i) sufficient elements for identification of the Eligible Receivables Rights (B1) in an aggregated form by (a) Assignor; (b) Debtor; (c) Card Network; (d) maturity date; and (e) aggregated face value; or, (B2) as applicable, in an aggregated form by (a) Debtor; (b) Card Network; (c) maturity date; and (d) aggregated face value; and (ii) the value of the respective Acquisition Price; and (C) acquisition by the Fund of these Eligible Receivables Rights by returning the list of Eligible Receivables Rights from the Assignor.

Fund: means the TAPSO CREDIT RIGHTS INVESTMENT FUND, constituted as a closed condominium, governed by its Regulation, being regulated by CMN Resolution 2,907, CVM Instruction 356/01 and other applicable legal and regulatory provisions.

Confidential Information: has the meaning set forth in Clause 8.1 of these General Assignment Conditions.

CVM Instruction 356/01: means Instruction No. 356, issued by the CVM on December 17, 2001, as amended, which regulates the constitution and operation of credit rights investment funds and funds of investment quotas of credit rights investment funds.

Acceptance Instrument: is the "Acceptance Instrument" substantially drafted in the form set forth in Annex II of these General Assignment Conditions, filled out and sent by the Administrator to the Debtor, in which the respective Debtor acknowledges receipt of the amount due from the Eligible Receivables Rights assigned on a given Business Day by the respective Assignors (represented by their mandatary Pagar.me) to the Fund, daily, as provided for in the Regulation.

Payment Instruments: means any and all device(s), set(s) of procedures (including, but not limited to physical or electronic instrument(s) with payment functions, including Cards), which will be accepted in Payment Transactions in the Pagar.me System.

Party and/or Parties: means, individually or collectively, the Assignor and the Fund.

Person: means any natural or legal person, partnership, association, joint venture, corporations, investment funds, organizations or entities without legal personality or governmental authority.

Acquisition Price: means, with respect to the Receivables Rights, the price to be paid by the Fund to an Assignor as a result of the acquisition of such Receivables Rights, as provided in the Electronic Assignment Formalizations, to be agreed upon between the respective Assignor, represented by Pagar.me, as provided for in the Accreditation Agreement, and the Fund at the time of each assignment, according to market criteria and parameters in force at the time, taking into account, among other factors, the value of the Receivables Rights to be assigned to the Fund, the existence (or not) of the Assignment Promise, the granting (or not) of the Fiduciary Assignment and the maturity date of the Receivables Rights to be assigned. The Acquisition Price may be paid in 1 (one) or more installments, as agreed with the Assignor.

Assignment Promise: is the promise of assignment of certain Receivables Rights made, from time to time, by the Assignors to the Fund, secured by the Fiduciary Assignment, if chosen by the Assignor.

Regulation: means the regulation of the Fund, registered at the 1st Official Registry of Titles and Documents of the City of Rio de Janeiro, State of Rio de Janeiro.

Representatives: means the persons defined in Clause 8.1 of this instrument.

CMN Resolution 2,907: means Resolution No. 2,907, issued by the National Monetary Council on November 29, 2001.

CMN Resolution 4,734/19: means CMN Resolution No. 4,734, dated June 27, 2017, or any other regulation that may replace it.

Registry System: means the platform for communication with a Registry Entity through which certain holders of Receivables Rights will have access, at any time, to information on Receivables Rights in their ownership, as well as the ability to register assignments of Receivables Rights. The Registry System shall integrate the Interoperability Environment, as per the specifications and requirements set forth in such regulations and the Convention between Registry Entities.

Pagar.me System: means the set of people, technologies, and procedures made available by Pagar.me, necessary for the enablement of Accredited Establishments, acceptance of Payment Instruments, capture, transmission, processing, and settlement of Payment Transactions, and the acceptance and operationalization of other products and services related to such activities.

Pagar.me: means PAGAR.ME INSTITUIÇÃO DE PAGAMENTO S.A., a corporation headquartered in the City of São Paulo, State of São Paulo, at Rua Fidêncio Ramos, No. 308, Tower A, Suite 91, Vila Olímpia, Zip Code 04551-902, registered with CNPJ/ME under No. 18.727.053/0001-74.

Fiduciary Assignment Agreement: means the Fiduciary Assignment Agreement entered into from time to time between the Fund and an Assignor, formalizing the establishment of the Fiduciary Assignment, indicating the respective Receivables Rights subject to the Fiduciary Assignment, pursuant to Annex II.

Payment Transaction: means the payment transaction, by the End User, for the acquisition of goods, products, and/or services from the respective Accredited Establishment, through the use of any Payment Instruments. U.R. or U.R.s.: means each receivable unit composed of payment arrangement receivables, characterized, in accordance with Circular BACEN 3,952/19, by the same: (a) taxpayer identification number (CNPJ/ME or CPF/ME) of the Assignor; (b) identification of the payment arrangement (Card Networks); (c) identification of the Acquirer (i.e., the Debtor); and (d) settlement date (maturity).

End Users: means natural or legal persons who use a Card Networks Payment Instrument to carry out a Payment Transaction.

ANNEX II - Model Acceptance Instrument

**General Conditions of Promise of Assignment and Acquisition of Credit Rights and Other Agreements**

ACCEPTANCE INSTRUMENT NO. [•] **

PAGAR.ME INSTITUIÇÃO DE PAGAMENTO S.A., a corporation headquartered in the City of São Paulo, State of São Paulo, at Rua Fidêncio Ramos, No. 308, Torre A, conjunto 91, Vila Olímpia, Zip Code 04551-902, registered with the National Registry of Legal Entities of the Ministry of Economy ("CNPJ/ME") under No. 18.727.053/0001-74, hereby represented in accordance with its bylaws, comes, under the terms of the General Conditions of Promise of Assignment and Acquisition of Credit Rights and Other Agreements attached to the General Terms of Contracting Payment Products and Services, to be registered at the competent Registry of Titles and Documents of São Paulo, as amended, in the capacity of sole debtor of the Receivables Rights identified in Annex I and in the respective Analytical Electronic File sent by Pagar.me, assigned by the Accredited Establishments, on this date, for the total amount of R$ [•] ([•] reais) to the TAPSO FUND OF INVESTMENT IN CREDIT RIGHTS ("Fund"), registered with CNPJ/ME under No. 26.287.464/0001-14, registered with the Brazilian Securities and Exchange Commission ("CVM"), established in the form of a closed condominium, governed by CVM Instruction No. 356, of December 17, 2001, as amended, and by the Fund's Regulations, dated May 23, 2017, as amended, hereby represented by its administrator, OLIVEIRA TRUST DISTRIBUTOR OF SECURITIES AND MOBILIARY VALUES S.A., a corporation with headquarters in the city of Rio de Janeiro, state of Rio de Janeiro, at Av. das Américas, No. 3434, Block 07, Room 201, Zip Code 22640-102, Barra da Tijuca, registered with CNPJ/ME under No. 36.113.876/0001-91, as the administrator and custodian of the Fund's portfolio, and, for the purposes of Article 290 of the Civil Code, it is declared to be notified of the occurrence of the Assignment of Credit Rights occurred on [•] of [•] of 20[•], confirms to be the sole debtor of the referred Assigned Credit Rights and further confirms to have operationalized the payment of the Purchase Price to each of the Assignors.

São Paulo, [•] of [•] of 20[•].

PAGAR.ME INSTITUIÇÃO DE PAGAMENTO S.A.
Debtor of the Assigned Credit Rights listed in Annex I

TAPSO FUND OF INVESTMENT IN CREDIT RIGHTS, hereby represented by its administrator Oliveira Trust DTVM S.A.

ANNEX III - Model of Fiduciary Assignment Agreement

**General Conditions of Promise of Assignment and Acquisition of Credit Rights and Other Agreements**

The PAGAR.ME INSTITUIÇÃO DE PAGAMENTO S.A., a corporation headquartered in the City of São Paulo, State of São Paulo, at Rua Fidêncio Ramos, No. 308, Torre A, conjunto 91, Vila Olímpia, Zip Code 04551-902, registered with the National Registry of Legal Entities of the Ministry of Finance ("CNPJ/ME") under No. 18.727.053/0001-74, hereby represented in accordance with its bylaws, under the General Conditions of Promise of Assignment and Acquisition of Credit Rights and Other Agreements attached to Annex I of the General Terms of Contracting Payment Products and Services, to be registered at the competent Registry of Titles and Documents of São Paulo, as amended ("General Conditions of Assignment"), on behalf of the Accredited Establishments identified in Annex A and the TAPSO FUND OF INVESTMENT IN CREDIT RIGHTS ("Fund"), registered with CNPJ/MF under No. 26.287.464/0001-14, registered with the Brazilian Securities and Exchange Commission ("CVM"), established in the form of a closed condominium, governed by CVM Instruction No. 356, of December 17, 2001, as amended, and by the Fund's Regulations, dated May 23, 2017, as amended, hereby represented by its administrator, OLIVEIRA TRUST DISTRIBUTOR OF SECURITIES AND MOBILIARY VALUES S.A., a corporation with headquarters in the city of Rio de Janeiro, state of Rio de Janeiro, at Av. das Américas, No. 3434, Block 07, Room 201, Zip Code 22640-102, Barra da Tijuca, registered with CNPJ/MF under No. 36.113.876/0001-91, as the administrator and custodian of the Fund's portfolio, comes, to formalize the fiduciary assignment of the Credit Rights identified in Annex A, under Clause 1.9 of the General Conditions of Assignment, as collateral for the obligations related to the Promise of Assignment, assumed by the respective Accredited Establishment before the Fund, as described in Annex A.

São Paulo, [•] of [•] of 20[•].

PAGAR.ME INSTITUIÇÃO DE PAGAMENTO S.A.
Mandatary of the Accredited Establishments identified in Annex A

TAPSO FUND OF INVESTMENT IN CREDIT RIGHTS, hereby represented by Pagar.me Payment Institution S.A.

Annex A: List of Commercial Establishments, Guaranteed Obligations, and Fiduciarily Assigned Credit Rights

CPF/CNPJ do Cedente	Description of Guaranteed Obligations	Identification of Fiduciarily Assigned Credit Rights
[•]	Obligation of the Cedent under the Promise of Assignment, with the following characteristics: (i) estimate of the total debt: [•]; (ii) the term: [•]; and (iii) the interest rate: [not applicable].	All future Credit Rights originated by the Commercial Establishments within [term] from this date.

APPENDIX II

(General Conditions of Promise of Assignment and Acquisition of Credit Rights and Other Agreements - TAPSO II INVESTMENT FUND IN CREDIT RIGHTS)

GENERAL CONDITIONS OF PROMISE OF ASSIGNMENT AND ACQUISITION OF RIGHTS CREDITORS AND OTHER AGREEMENTS

The TAPSO II INVESTMENT FUND IN CREDIT RIGHTS ("Fund" or "Assignee"), registered in the National Register of Legal Entities of the Ministry of Economy ("CNPJ/ME") under no. 37,262,902/0001-06, registered with the Brazilian Securities and Exchange Commission ("CVM"), constituted as a closed condominium, governed by CVM Instruction No. 356, of December 17, 2001, as amended ("CVM Instruction 356/01"), and represented in accordance with the Fund's Regulations ("Regulations"), by its management institution, OLIVEIRA TRUST DISTRIBUTOR OF SECURITIES AND MOBILARY VALUES S.A., headquartered in the City of Rio de Janeiro, State of Rio de Janeiro, at Av. das Américas, No. 3434, Block 7, Room 201, Barra da Tijuca, ZIP Code 22640-100, enrolled with CNPJ/ME under no. 36,113,876/0001-91, duly authorized by CVM for the professional practice of administration and management of securities portfolios by Act Declaratory CVM No. 6696, of February 21, 2002 (the "Administrator"), hereby represented in accordance with its Bylaws, resolves to establish the conditions general for the assignments of credit rights that may be made from time to time by the Accredited Establishments that have adhered to the General Terms and Conditions for Hiring Payment Products and Services from Pagar.me, to be registered in the competent Registry of Titles and Documents of São Paulo ("Accreditation Contract"), as amended or replaced from time to time, by means of this instrument of General Conditions of Promise of Assignment and Acquisition of Credit Rights and Other Agreements ("General Conditions of Assignment"), which will be governed by the following clauses and conditions:

CONSIDERING THAT:

(i) as a result of the Payment Transactions carried out between the Assignors and End Users, the Assignors, from time to time, hold Credit Rights against Debtors, arising from the acquisition, by the End Users, of goods or services offered by the Assignors, upon the use of Payment Instruments of any Brand and Issuer;

(ii) the Assignors may, at their sole discretion, offer and assign to the Fund the Credit Rights that are in compliance with the Eligibility Criteria, as disciplined by the Fund's Regulations, the Accreditation Contract and this instrument of General Conditions of Assignment, with the aim of advancing receivables of the Assignor's ownership;

(iii) the Fund, in turn, wishes to acquire the respective Credit Rights of the Assignors, provided that, cumulatively, all the Eligibility Criteria are met and provided that there are sufficient funds available for the acquisition of these Credit Rights, as disciplined by the Fund's Regulations and this instrument of General Conditions of Assignment;

(iv) the Assignors, through each Electronic Assignment Formalization initiated by the Liquidation Agent through consultation to the Registration System, in the form of the Liquidation Agent Contract, will assign to the Fund the Credit Rights specified in the respective Electronic Assignment Formalization, pursuant to the articles 286 and following of Law No. 10,406, of January 10, 2002, as amended ("Civil Code"), with all that such Credit Rights represent;

(v) the Custodian will provide custody services for the Fund, as provided for in article 38 of CVM Instruction 356/01, including verification of compliance with the Eligibility Criteria;

(vi) as provided in this instrument of General Assignment Conditions, the Credit Rights originate from Payment Transactions carried out by End Users, upon the use of Payment Instruments from any Brand and any Issuer, at Accredited Establishments, operated by Debtors;

(vii) the Assignors are and will be until the time of assignment, the sole and legitimate owners of the Eligible Credit Rights; and

(viii) for the purposes of this instrument of General Assignment Conditions, any and all references to the Fund shall also be interpreted as a reference to the Administrator, in its capacity as the Fund's representative.

All terms and expressions, initiated by capital letters, in their singular or plural form, used in this instrument and its annexes, and not defined therein, have the respective meanings attributed to them in Annex I to this instrument of General Assignment Conditions and, if not provided for in said Annex I, have the same meaning attributed to them in the Regulations.

Clause One: Promise of Assignment, Assignment, and Acquisition of Credit Rights

1.1. Without prejudice to the possibility for the Assignor to opt for the Promise of Assignment, the Assignors, by offering Credit Rights, under the terms of Clause 1.1.2(i) below, once the Electronic Assignment Formalization is concluded, will assign and transfer to the Fund, from time to time, definitively and without any joint obligation or responsibility for the solvency of the respective Debtor, during the term of the Fund, the existing, valid, effective, free, and unencumbered Credit Rights held against the Debtor, arising from Payment Transactions carried out by End Users using Payment Instruments, processed by Acquirers or Sub-acquirers.

1.1.1. The Fund shall have the option to acquire the Credit Rights offered by the Assignors, whether they have been the subject of a Promise of Assignment or not, under the terms of this instrument of General Assignment Conditions, the Accreditation Contract, and the Electronic Assignment Formalization, in order to comply with its investment policy, as described in the Regulations, and in the case of opting for the Promise of Assignment, the obligations of the Assignors to assign the Credit Rights under the Promise of Assignment shall be guaranteed by the Fiduciary Assignment.

1.1.2. The Credit Rights to be assigned to the Fund, subject to Clause 1.2 below, must comply with the Eligibility Criteria, to be verified and validated by the Custodian. All and any Credit Rights offered by the Assignors, operated and represented by Pagar.me, to the Fund must individually and cumulatively comply with the following criteria, which must be verified and confirmed by the Custodian, in the manner provided for in Chapter Five of the Regulations, without prejudice to other criteria that may be stipulated in the Regulations of the Fund ("Eligibility Criteria"):

(i) the Credit Rights must be made available by the respective Assignors for sale, through any communication channel provided by Pagar.me, which will represent it as a mandatary for the purpose of the assignment;

(ii) the Credit Rights must originate from Payment Transactions carried out by End Users using Payment Instruments, operated by Debtors for the acquisition of goods, products, and services offered by the respective Assignors; and

(iii) the Credit Rights must be expressed in national currency.

1.1.3. Without prejudice to the verification, by the Custodian, of the Eligibility Criteria, as a condition for the assignment of the Credit Rights to the Fund, Pagar.me must confirm with the Registration System on the date of offering the Eligible Credit Rights to the Fund that the Credit Rights are represented by URs that have not previously been the subject of negotiation, alienation, collateral, or encumbrance of any kind by the respective Assignor, except, as the case may be, by the Promise of Assignment and the Fiduciary Assignment eventually registered for the benefit of the Fund ("Assignment Condition").

1.1.3.1. In accordance with article 34, item IX, of CVM Instruction 356/01, the Administrator has appropriate rules and procedures, in writing and verifiable, that allow it to verify, by Pagar.me, the compliance with the obligation to validate the corresponding Credit Rights in relation to the Assignment Condition established in these General Assignment Conditions.

1.2. The Assigned Credit Rights shall be subject to these General Assignment Conditions, in an irrevocable and irreversible manner, observing the applicable provisions of this Clause One.

1.2.1. The Assignor may, under the Accreditation Contract terms, make the Promise of Assignment of Credit Rights that may be originated during a certain period to the Fund, in which case the provisions of Clause 1.9 below shall apply. In this case, the Credit Rights subject to the Promise of Assignment shall be linked until the respective Assignor expresses otherwise, requesting the release, by the Fund, of the Promise of Assignment and, consequently, the Fiduciary Assignment in Guarantee. Upon communication by the Assignor to Pagar.me, all provisions regarding the Promise of Assignment shall apply, with the Promise of Assignment being effectively constituted.

1.2.2. Notwithstanding the acquisition by the Fund of Eligible Credit Rights corresponding to the entirety of a given UR, the Fund and the Assignor, represented by Pagar.me, may agree on the payment rule to the Fund regarding the respective UR, considering the Reference Value, so that the Fund may be entitled to receive a lower amount than the total value of the respective UR, regardless of being the effective holder.

1.2.3. The Assignor may, without the need for prior communication or consent from the Fund and/or Pagar.me, negotiate with third parties the portions of a specific UR representing Credit Rights acquired by the Fund that exceed the Reference Value agreed upon with the Assignor. Notwithstanding the authorization provided herein, the Assignor may not, in any way, assign, encumber, or create any kind of lien on URs acquired by the Fund in a manner that may affect the priority receipt, by the Fund, of the Reference Value, as indicated in the Registration System.

1.3. The Assignors shall not be liable for the solvency of the Debtor, as the debtor of the Assigned Credit Rights, but only for the proper formalization, correct constitution, existence, liquidity, and certainty of these Credit Rights acquired by the Fund, under the terms of this instrument of General Assignment Conditions.

1.3.1. The Administrator, the Custodian, the Manager, and the Asset Controller shall not be liable for the solvency, origination, validity, existence, liquidity, certainty, and enforceability of the Credit Rights acquired by the Fund.

1.4. For the assignment of Credit Rights, the Fund, through Pagar.me as Settlement Agent, shall pay the Acquisition Price in the manner, amounts, and dates agreed upon with the Assignor (the date agreed for the payment of the first installment of the Acquisition Price being the "Initial Acquisition Price Payment Date"). The Acquisition Price indicated in the respective Electronic Assignment Formalization shall be agreed upon with the respective Assignor, represented by Pagar.me, under the terms of the Accreditation Contract, at the time of each assignment according to criteria and market parameters prevailing at the time, and may be paid in 1 (one) or more installments, as previously agreed between Pagar.me and the respective Assignor. In the case of payment in more than one installment of the Acquisition Price, the Fund, through Pagar.me as Settlement Agent, shall make the payment of the remaining balance of the Acquisition Price on the Final Acquisition Price Payment Date, if applicable.

1.4.1. It is hereby established that if, on the Final Acquisition Price Payment Date, the Fund has not received the full payment of the Credit Rights Assigned by the respective Assignor solely due to Chargebacks or other events not related to the credit risk of the Debtor resulting in the improper formalization of the respective Assigned Credit Rights, the Acquisition Price shall be adjusted by Pagar.me to deduct the amount equivalent to the unpaid amount due to such events, if applicable pursuant to Clause 1.4 above.

1.4.2. The deducted and unpaid amount, as per Clause 1.4.1 above, shall be returned by Pagar.me to the Fund as an Acquisition Price adjustment.

1.5. The Acquisition Price shall be paid by the Fund to the Assignor, through the Settlement Agent, by means of Available Electronic Transfer – TED or other equivalent transfer mechanisms, to the account indicated by the Settlement Agent, which shall have received said amount in full on behalf and on behalf of the Assignor, under the terms of Clause 1.5.1 below, and shall transfer such amount, in the number of installments and at the frequency previously agreed with the Assignor, via Available Electronic Transfer – TED or other equivalent transfer mechanisms on the respective Initial Acquisition Price Payment Date and Final Acquisition Price Payment Date, as applicable, so that the Assignor receives such amounts in an account of its ownership as provided for in the Accreditation Contract and other applicable documents.

1.5.1. The Settlement Agent shall receive the Acquisition Price as a faithful depository, under the terms of Article 627 and following of the Civil Code, and under the terms of the Settlement Agent Contract, making the payment of the installments of the Acquisition Price in the manner and frequency previously agreed with the Assignor.

1.6. Pursuant to Article 287 of the Civil Code and as provided for in this instrument, the assignment, by the Assignor, of the Credit Rights to the Fund shall cover not only the Credit Rights but also everything that the Credit Rights represent, including monetary adjustments, interest and charges, as well as all rights, actions, co-obligations, and guarantees secured to the Assignor by virtue of the Credit Rights, under the terms of the Supporting Documents.

1.7. The Promise of Assignment, the Fiduciary Assignment, and the assignment of Credit Rights to the Fund, when applicable, shall be registered in the Registration System, it being understood that such registration shall be operated by Pagar.me, as described in the Settlement Agent Contract, according to the operational procedures of the Registrar Entity for such registration.

1.7.1. The registration of the Promise of Assignment, the Fiduciary Assignment, and the assignments of the Assigned Credit Rights shall be made in UR format.

1.8. If, for any reason, the following events occur cumulatively: (a) it is not possible to effect the assignment of the Credit Rights offered to the Fund; (b) the registration of the respective assignment has already been made in favor of the Fund; and (c) the offered Credit Rights whose assignment has not been effected have subsequently been assigned to any third party, the Assignor and the Fund authorize Pagar.me to update the registration of the assignment of said Credit Rights in the Registration System directly to demonstrate the ownership of the third party that acquires such Credit Rights.

1.9. To ensure compliance with the obligations assumed by the Assignors under the Promise of Assignment, the Assignor, in accordance with the terms indicated in the Fiduciary Assignment Agreement, assigns and transfers, in trust, the fiduciary ownership, the resolvable domain, and the direct possession of all Credit Rights, in favor of the Fund, in accordance with Articles 1,361 and following of the Civil Code, Article 66-B, §§ 3rd, 4th, and 5th of Law No. 4,728, of July 14, 1965, Articles 18 to 20 of Law No. 9,514, of November 20, 1997, and Articles 30 to 39 of Law No. 10,931, as well as other applicable legal and regulatory provisions.

1.9.1. The Assignor, represented by Pagar.me, shall sign, from time to time, Fiduciary Assignment Agreements, which shall confirm this guarantee and adherence to the General Assignment Conditions, with each Fiduciary Assignment Agreement indicating the guaranteed obligation, the term, the location, the Credit Rights object of the Fiduciary Assignment, as well as any other legal requirements for the perfect constitution of the Fiduciary Assignment.

1.9.1.1. The Assignor, represented by Pagar.me, shall declare in each Fiduciary Assignment Agreement that the Credit Rights periodically given as collateral for this Promise of Assignment are free and unencumbered by any liens or encumbrances, of real or personal nature, without competition from third parties, remaining intact and in full force until the fulfillment of the obligations assumed in the Promise of Assignment, and that the guarantee given under these General Assignment Conditions is fully valid and effective between the parties.

1.9.2. For the purpose of operationalizing the provisions of Clause 1.9, the Assignor expressly authorizes and consents, from now on, that the Fund, through Pagar.me, registers liens and encumbrances, as applicable, on the Credit Rights object of the Promise of Assignment and each Fiduciary Assignment Agreement in the Registration Systems.

1.9.3. As a fiduciary creditor, the Fund may exercise, over the Credit Rights given as collateral, all rights specified in the applicable legislation and regulations.

1.9.4. The Assignor undertakes to deliver to the Fund, to compose this Fiduciary Assignment, new Credit Rights in the necessary amount to maintain the guarantee good, firm, and valuable, as indicated in each Fiduciary Assignment Agreement.

1.9.5. As long as obligations related to the Promise of Assignment subsist, the Assignor undertakes not to withdraw, assign, or endorse to third parties the Credit Rights, and/or, furthermore, to assign, alienate, discount, transact, provide as collateral to any third parties, or create any liens and encumbrances on the Credit Rights given as collateral, as well as to initiate the practice of any of these acts.

1.9.6. Pagar.me shall arrange for the removal of liens and encumbrances on the Credit Rights (i) if the respective Credit Right has been effectively acquired by the Fund, (ii) in the event that the Fund does not exercise the right to acquire the respective Credit Rights, for any reason; and (iii) upon request from the Assignor to cancel the renewal of the Promise of Assignment.

Clause Second: Collection of Assigned Receivables

2.1. The Assigned Receivables, as established in this instrument of General Assignment Conditions, of the respective Electronic Assignment Formalization, shall belong to the Fund as of the date of the effective Electronic Assignment Formalization, and the Fund shall have the right to collect and receive the Reference Value of the Assigned Receivables, acting on its own behalf or through third parties, with the Settlement Agent authorized to designate the Fund's Authorized Account as the bank account for receiving the Assigned Receivables in the Registration System.

2.2. In accordance with Article 38, item VII of CVM Instruction 356/01, the Custodian shall be responsible for collecting and receiving, on behalf of the Fund, the amounts related to the Assigned Receivables on their respective maturity dates, in accordance with the rules established in the Regulations and in the Settlement Agent Agreement.

Clause Third: Operation of Acquisition and Settlement of Receivables

3.1. As a general rule, each assignment transaction of Receivables Eligible to the Fund shall be considered formalized and regular after (i) Electronic Assignment Formalization; (ii) execution (by physical or digital signature) of the Assignment Agreement by the respective Settlement Agent together with the Fund; (iii) payment, by the Fund, of the Acquisition Price to the respective Settlement Agent, which will subsequently be paid to the respective Assignor (as agreed and provided for in this instrument of General Assignment Conditions and in the Settlement Agent Agreements); and (iv) registration of the respective assignment of the Receivables in the name of the Fund in the Registration System, as provided for in Clause 1.7 above, observing the Reference Value.

3.1.1. The Fund and Pagar.me, representing the Assignors, must daily execute an assignment agreement ("Assignment Agreement"), substantially drafted in the form of Annex II to this Contract, formalizing the assignments made through the Electronic Assignment Formalizations on each date of Eligible Receivables acquisition. The Assignment Agreement will be generated and filled out by the Administrator, for signature by Pagar.me, representing the Assignors, and by the Fund.

3.1.1.1. Assignment Agreements will only be registered in the Records of Titles and Documents of the domicile of the Debtor and of the Fund in the following cases: (i) express requirement of governmental authority or the Judiciary; (ii) specific resolution in a General Meeting; (iii) decree of intervention, liquidation, bankruptcy, or other similar events of a Debtor, under the terms of applicable legislation and regulation; (iv) default by any of the Debtors of the Assigned Receivables; or (v) in the event of legislation requiring registration for the existence or validity of assignments.

3.2. All payments related to the Receivables must be made by the Debtors through the financial compensation and settlement of payments of the Receivables to the Fund, which will be made to the account held by the Fund at Banco Itaú (341), Branch 0911, Account No. 04604-3, which will be indicated as the Fund's bank account in the Registration System, or in another account owned by the Fund, provided that previously indicated by the Fund, through the Settlement Agent, by changing its bank account in the Registration System ("Authorized Account of the Fund"), even when payment occurs due to collection efforts, judicial and/or extrajudicial, in accordance with applicable law, for the receipt of part and/or all payments related to such Assigned Receivables.

3.3. The Assignors hereby irrevocably and irreversibly appoint Pagar.me, in accordance with Articles 684 and 685 of Law No. 10.406, of January 10, 2002 (the Brazilian Civil Code), as their attorney-in-fact to, on their behalf and for their account, negotiate the terms, assign and transfer definitively the Receivables to the Fund, and may therefore execute contracts, instruments, assignment agreements and/or any other document, as well as perform any acts necessary to formalize and validate the transfer of the Receivables, with the express provision that Pagar.me is exempt from accounting to the Assignors, in accordance with civil legislation.

Clause Four: Declarations

4.1. The Assignors, duly authorized in accordance with their constituent acts, as applicable, shall be civilly and criminally liable for the existence, legality, legitimacy, accuracy, and correct formalization of the Receivables acquired by the Fund, under the terms of this instrument and each Electronic Assignment Formalization, and shall declare and ensure, also to the Fund, to the Custodian, and to the Administrator, individually, on the date of formalization of each Electronic Assignment Formalization, that:

(a) it is a legal entity or natural person, as applicable, validly registered, established, and organized and in operation in accordance with the laws of the Federative Republic of Brazil and applicable regulations in force;

(b) these General Assignment Conditions, the assumption and fulfillment of the obligations arising therefrom, especially those related to the assignment and transfer of Receivables, do not depend on any authorizations from its deliberative and executive bodies (general assembly, board of directors, and management), as well as any prior shareholders' resolution required by virtue of shareholders' agreements, eventually filed at its headquarters, all legal and statutory requirements necessary for this purpose having been satisfied;

(c) these General Assignment Conditions, the assumption and fulfillment of the obligations arising therefrom do not result, directly or indirectly, in the total or partial breach of (i) any contracts, instruments, or documents, of any nature, entered into prior to the date of the offer of the Receivables under the terms of this instrument, of which it is a party or to which they are linked, in any capacity, any of the tangible, intangible, tangible, intangible, movable or immovable property owned by it, especially the Receivables; (ii) any legal or regulatory norm to which the Assignor, or any of the tangible, intangible, tangible, intangible, movable or immovable property owned by it, is subject; and (iii) any order, decision, even interim, judicial or administrative that affects the Assignor, or any of the tangible, intangible, tangible, intangible, movable or immovable property owned by it;

(d) the Receivables which, by virtue of this instrument and each Electronic Assignment Formalization, are assigned to the Fund, are of its legitimate and exclusive ownership, existing, valid, effective, free, unencumbered and unencumbered by any encumbrances, liens or restrictions or impeding facts of any kind, which, in any way, may hinder the assignment and full exercise, by the Fund, of the prerogatives arising from the ownership of the Receivables acquired under the terms of this instrument and each Electronic Assignment Formalization, including with respect to third parties, not being the subject of any other alienation, pledge, assignment or transfer, commitment to sell and/or encumbrance;

(e) the Receivables offered to the Fund under these General Assignment Conditions are represented by U.R.s that have not previously been the subject of negotiation, sale, object of guarantee or encumbrance of any kind by the respective Assignor;

(f) it is not aware, as of the date hereof, of personal or real actions of a civil, commercial, tax or labor nature instituted against the Assignor in any court in Brazil or abroad and involving or aiming at the Receivables, in a way that may hinder the assignment and full exercise, by the Fund, of the prerogatives arising from the ownership of the Receivables acquired under the terms of this instrument and each Electronic Assignment Formalization;

(g) the assignment and transfer of Receivables, under the terms of this instrument and each Electronic Assignment Formalization, do not establish, directly or indirectly, any consumer or commercial relationship between the Assignor and the Fund or between the Assignor, the Custodian and/or the Administrator;

(h) it is not under intervention and it is not aware of any proceedings that may result in its insolvency, bankruptcy, intervention or liquidation, judicial or extrajudicial, or similar procedure;

(i) it has granted authorization to Pagar.me, granting it full powers of representation under this instrument or authorizing it to, without any restrictions, perform the following activities, without excluding others that may be necessary for the correct formalization and perfection of the assignment of Eligible Receivables to the Fund: (i) consultation of the Receivables of its ownership in the Registration Systems; (ii) signature, whether physical or electronic, in accordance with applicable law, of any documents necessary for the correct formalization of the assignment, the Assignment Promise, and the Fiduciary Assignment of the Receivables to the Fund; and (iii) issuance of any order or command to a Registration Entity for it to change the ownership of the Assigned Receivables in favor of the Fund, under these General Assignment Conditions, in the Registration System; and

(j) if the Assignor is not an end recipient user, as defined in the applicable regulations, the Assignor declares that, pursuant to art. 12-A of Law 12,865/13, the proceeds of each assignment of Receivables made under these General Assignment Conditions (i.e., the Acquisition Price received by the Assignor) will be destined to fulfill the settlement obligations among the participants of the Payment Arrangement referring to Payment Transactions until receipt by the end recipient user, in accordance with the rules of the Payment Arrangement, subject to necessary discounts. The Parties acknowledge that any breach of this declaration by the Assignor cannot be opposed to the Fund to invalidate or render any assignment of Receivables made under these General Assignment Conditions ineffective, nor result in any prejudice to the Fund, or even characterize any assignment of Receivables made under these General Assignment Conditions as void.

4.2. The Administrator, duly authorized as provided in the Regulation, declares and ensures, on behalf of the Fund and, as applicable, duly authorized as provided in its bylaws, on its own behalf, that:

(a) the Fund is a pool of resources validly constituted as a closed-end condominium, pursuant to CMN Resolution 2,907 and CVM Instruction 356/01;

(b) this instrument and the assumption and fulfillment of the obligations arising therefrom, as well as other legal instruments related to the assignment and acquisition of the Receivables hereby agreed upon, are duly authorized by the Regulation, and this instrument and the assumption and fulfillment of the obligations arising therefrom do not result, directly or indirectly, in the total or partial breach of (i) any contracts, of any nature, entered into prior to the date of the offer of the Receivables under the terms of this instrument, of which the Fund and/or the Administrator is a party; (ii) any legal or regulatory norm to which the Fund and/or the Administrator, or any of the tangible, intangible, tangible, intangible, movable or immovable property owned by it, are subject; and (iii) any order, decision, even interim, judicial or administrative that affects the Administrator;

(c) it is technically and operationally qualified and authorized to provide the Fund administration services, having all the necessary systems for the full and satisfactory exercise of its functions, in accordance with the Regulation, other documents related to the Fund, and applicable legislation; and

(d) it is not under intervention and is not aware of any proceedings that may result in its insolvency, bankruptcy, intervention or liquidation, judicial or extrajudicial, or similar procedure.

Clause Fifth: Additional Obligations of the Assignors

5.1. Without prejudice to the other obligations assumed under this instrument, the Assignors expressly undertake, upon each assignment of Eligible Receivables to the Fund, to:

(a) take all steps within their reach to keep valid and effective the statements contained in Clause Four above, and to keep the Fund informed, with such communications being made through Pagar.me, as the Assignor's mandatary, as provided in Clause 3.3 above, of any act or fact that may affect the validity of any of said statements, taking appropriate measures to remedy or avoid the invalidity of any statement;

(b) immediately inform the Administrator, with such communications being made through Pagar.me, as the Assignor's mandatary, of the occurrence of any default in relation to this instrument; and

(c) authorize Pagar.me to send the information of these General Assignment Conditions to the corresponding Registration System, for the purpose of registering the assignments made under these General Assignment Conditions.

5.1.1. The obligations set forth in this Clause for which no specific deadline has been established shall be due within 2 (two) Business Days from the receipt, by the Assignor, of communication sent through Pagar.me, as the Assignor's mandatary, by the Administrator or by the Fund, as provided in Clause Ten below, demanding compliance with the respective obligation.

Clause Sixth: Termination

6.1. The eventual termination of this General Assignment Conditions instrument shall not exempt the Assignor from the full and timely performance of the obligations assumed under this instrument with respect to the Receivables assigned prior to the date of its termination, including the provisions of Clause 5.1 above, or which become due as a result of the termination of this instrument, nor shall it prejudice the right of the Fund to demand, by all means established in said contractual instruments, the fulfillment of such obligations.

Clause Seventh: Penalties

7.1. Non-payment by the Fund of any payment obligations provided for in this instrument shall constitute, ipso jure, without any notice, notification or judicial or extrajudicial interpelation, the default of the defaulting Party, subjecting the overdue amounts to late payment interest of 1% (one percent) per month and monetary updating based on IPC/FGV or, in the absence thereof, another index that legally replaces it, calculated pro rata temporis from the date on which the payment was due until its full receipt by the creditor Party.

7.1.1. Any delays resulting from system failures shall not be subject to penalties; however, they shall endeavor to promptly correct such failures, provided that the Administrator and/or the Custodian shall be subject to the penalties provided for in this Contract if such failures persist for more than 1 (one) Business Day, counted from the date scheduled for the performance of the obligation.

7.2. Non-fulfillment, by the Assignor, through fraud or fault, of any of the obligations to give, do or not do assumed under the terms of this instrument and each Electronic Assignment Formalization, of which it has been notified to regularize and does not do so within the period established in this instrument, or signed in the respective notification and/or notice, a period which, in no case, shall be less than 2 (two) Business Days, or, furthermore, the identification, by the Fund, that any statement made by the Assignor is false, incorrect, wrong, inaccurate or incomplete, shall obligate the Assignor to reimburse the losses and damages incurred by the Fund as a result of such non-compliance and/or falsehood, incorrectness, error, inaccuracy or incompleteness of statement.

7.2.1. The Assignor shall be exempt from such penalty in the event of non-compliance resulting from delays on the part of the Debtor and/or system failures of the Administrator, the Custodian and/or Pagar.me.

Clause Eighth: Confidentiality

8.1. The Assignor, the Fund, the Administrator and other Parties mentioned herein undertake to maintain in confidentiality and respect the confidentiality of data and information, verbal or written, relating to the operations and business of the other Parties (including, without limitation, all secrets and/or financial, operational, economic, technical and legal information), contracts, opinions and other documents, as well as any copies or records thereof, contained in any physical and/or electronic medium to which the said obliged Party has access by virtue of this instrument ("Confidential Information"), it being hereby established that (i) Confidential Information may only be disclosed to its shareholders, administrators, attorneys, consultants, employees, present or future, who need to have access to Confidential Information by virtue of fulfilling the obligations established in this instrument ("Representatives"); and (ii) that the disclosure to third parties, directly or indirectly, in whole or in part, individually or jointly, in Brazil or abroad, by any means, of any Confidential Information shall depend on prior and express written authorization from the Party holding the respective Confidential Information.

8.2. The Assignor, the Fund, the Administrator, and other Parties mentioned herein undertake not to use any of the Confidential Information for their own benefit or for any third parties and shall be responsible for the violation of the obligations set forth in this Clause by any of the Representatives.

8.3. If any Party or any of its Representatives are required, by law, court order, or by determination of any governmental authority, to disclose any of the Confidential Information, such Party, without prejudice to the timely compliance with the legal or administrative determination, shall, except in cases where it is prevented by a specific court order or norm, immediately notify the other Parties about this obligation, so that the Parties, if possible and in mutual cooperation, can take appropriate measures, including judicial ones, to preserve the Confidential Information. If the measures taken to preserve the Confidential Information are unsuccessful, only the portion of the Confidential Information strictly necessary to satisfy the legal duty and/or comply with a court order or any competent authority's order to disclose the information shall be disclosed.

8.4. The commitment of confidentiality herein provided shall remain in force after the termination of this instrument between a specific Assignor and the Fund for a period of 2 (two) years, and its breach shall be subject to the provisions of this instrument at any time during the term of the aforementioned period, including after the termination or resolution of this instrument.

Clause Ninth: Communications

9.1. All documents, communications, consents, notifications, requests, and other forms of communication related to this instrument to the Fund, the Administrator, and/or the Custodian shall be made in writing and shall be sent by electronic correspondence or delivered in accordance with this instrument, and shall be addressed to the following address or e-mail:

OLIVEIRA TRUST DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A.

Av. das Américas, No. 3434, Block 7, Room 201, Barra da Tijuca
CEP 22640-102 - Rio de Janeiro – RJ
Attn: Mr. Alan Najman / Alexandre Freitas
E-mail: [email protected] / [email protected]
Phone: (21) 3514-0000

With a copy to:

PAGAR.ME INSTITUIÇÃO DE PAGAMENTO S.A.

Rua Fidêncio Ramos, No. 308, Tower A, Suite 91, Vila Olímpia
CEP 04551-902 - São Paulo – SP
Attn: Treasury / DCM
E-mail: [email protected] / [email protected] /
[email protected] / [email protected]
Phone: (11) 3157-3197

9.2. All communications, letters, or notifications sent to the Fund under this instrument must be issued with a copy to the Administrator with a "Return Receipt Requested" issued by the Empresa Brasileira de Correios e Telégrafos ("R.R."), or by e-mail with proof of receipt, to the e-mail indicated in Clause 9.1 above, under penalty of not being considered received by the Fund.

9.3. The documents and communications, as well as the physical means containing documents or communications, shall be considered received when delivered, under protocol or by R.R., at the addresses above, or upon confirmation of receipt of the transmission via e-mail or other electronic transmission method. For the purposes of this Clause, the confirmation of receipt via facsimile or via e-mail shall be considered valid even if issued by the Party that transmitted the message, provided that the receipt was issued from the equipment used in the transmission and that such equipment contains sufficient information to identify the sender and recipient of the communication, as well as the date of dispatch.

Clause Tenth: Final Provisions

10.1. The Assignor and the Fund acknowledge that these General Assignment Conditions, together with the respective Electronic Assignment Formalization, constitute an extrajudicial executive title for all purposes and effects of article 784, item III, of Law No. 13,105, of March 16, 2015, as amended (the "Code of Civil Procedure"), recognizing, from now on, the liquidity and certainty of any pecuniary obligations provided for in this instrument that may be claimed through an execution process for a certain amount against solvent debtor.

10.2. All provisions contained in this instrument that are characterized as obligations to be performed or not to be performed by the Fund shall be considered, unless expressly stated otherwise, the sole responsibility of the Administrator and/or the Custodian.

10.2.1. This General Assignment Conditions instrument replaces any previous verbal or written agreement between the Parties and shall be governed in accordance with the Accreditation Agreement.

10.3. Subject to the deadlines established in this instrument, and except as otherwise provided in this instrument, the obligations to be performed and not to be performed herein shall be enforceable within 1 (one) Business Day counted from the receipt, by the parties, of the notification constituting the respective Party in default, and the creditor Party shall be entitled to take the necessary judicial measures (i) for specific performance; or (ii) to obtain an equivalent practical result, through the measures referred to in paragraph 1 of article 536 of the Code of Civil Procedure.

10.4. The Parties expressly acknowledge that the proof of receipt of the notification mentioned in Clause 10.3 above, accompanied by the documents that have substantiated it, shall be sufficient to support the request for specific performance of the obligation breached.

10.5. This instrument shall remain in force for the duration of the Fund, subject to the provisions of Clauses Sixth, Seventh, and Eighth above, as well as the early liquidation scenarios of the Fund provided for in the Regulation.

10.6. Any amendment to this instrument shall only be valid and effective if made in writing and registered with the competent Registry of Titles and Documents, and all costs arising from this instrument for its perfect formalization, as established by law, including registration, shall be the responsibility of and shall be paid by the Fund.

10.7. Except for the commercial and obligatory relationships established herein, this instrument does not create or establish any commercial and/or exclusivity relationship between the Assignor, the Fund, and other involved institutions.

10.8. Except as expressly provided in this instrument, this instrument is irrevocable and non-negotiable, and the Assignors and the Fund are obligated to its faithful, punctual, and complete fulfillment, by themselves and their successors, under any title.

10.9. The annexes to this instrument ("Annexes") are an integral and inseparable part thereof. In the event of any discrepancy between the content and/or interpretation of the instrument and its Annexes, the provisions of this instrument shall prevail, given the complementary nature of the Annexes. The Parties acknowledge the unity and indivisibility of the provisions of the instrument and the Annexes, which shall be interpreted in a harmonious and systematic manner, with the nature of the business conducted between the Parties as a parameter.

10.10. If, as a result of any final judicial decision, any provision or term of this instrument is declared null, invalid, unenforceable, or voidable, such nullity, invalidity, unenforceability, or voidability shall not affect the validity of the other clauses of this instrument not affected by the declaration of nullity, invalidity, unenforceability, or voidability.

10.11. Tolerance and reciprocal concessions between the Parties shall be occasional and temporary and shall not constitute, under any circumstances, waiver, compromise, remission, loss, modification, reduction, or expansion of any rights, faculties, privileges, prerogatives, or powers conferred on any of the Parties under the terms of this instrument, and if any are made, they shall be expressly made without the intention of novating the obligations provided herein.

10.12. This instrument constitutes the sole and entire agreement between the Parties regarding the rights and obligations established herein, replacing all other documents, letters, memoranda, or proposals between the Parties, as well as any oral understandings between them prior to the date hereof.

10.13. Unless otherwise provided in this instrument, the assignment to third parties of the rights and obligations provided herein by any of the Parties is expressly prohibited.

10.14. The Parties jointly and expressly declare that this instrument is established in accordance with the principles of probity and good faith, by the free, conscious, and firm expression of the will of the parties and in perfect equity.

10.15. Subject to the terms and conditions contained herein, the Assignor, the Custodian, and the Fund agree to make their best efforts to adopt or ensure the adoption of the measures or acts that may be necessary or convenient in accordance with applicable law in order to comply with and observe the provisions of this instrument.

10.16. The titles and headings contained in this instrument are solely for reference and shall not affect the rights of the parties hereto.

10.17. This Agreement shall be governed and interpreted in accordance with the laws of the Federative Republic of Brazil.

10.18. The Parties hereby elect the Court of the City of São Paulo, State of São Paulo, with express exclusion of any other, even privileged, as competent to settle any doubts and/or issues arising from this instrument or the Electronic Assignment Formalizations.

ANNEX I: Definitions

The terms and expressions, capitalized, in their singular or plural form, used in this instrument and its Annexes and not defined herein have the same meaning attributed to them in the Regulation and the definitions below:

Administrator: means OLIVEIRA TRUST DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A., a company duly authorized by the CVM to administer investment funds and manage securities portfolios, through Act Declaratory No. 6,696, of February 21, 2002, enrolled with CNPJ/ME under No. 36.113.876/0001-91, headquartered in the City of Rio de Janeiro, State of Rio de Janeiro, at Avenida das Américas, No. 3434, Block 07, Room 201, ZIP Code 22640-100, Barra da Tijuca.

Liquidation Agent: means Pagar.me, as the liquidation agent hired by the Fund, under the terms of the Liquidation Agent Agreement.

Interoperability Environment: means the control base and standardized information exchange mechanisms that enable interoperability between the Registry Entities, as provided for in the Convention between Registry Entities.

Annexes: means the annexes to this instrument, integral and inseparable parts thereof.

BACEN: means the Central Bank of Brazil.

A.R.: has the meaning set forth in Clause 9.2 of this Assignment General Conditions instrument.

Brands: means the institutions responsible for payment arrangements (payment arrangement institutions) and, where applicable, for the use of the brand associated with the payment arrangement, holders of property rights and/or franchisors of their brands and logos identifying Payment Instruments, which are responsible for regulating and supervising the issuance of Payment Instruments, the accreditation of Accredited Establishments, and the use and operational and security standards, pursuant to applicable regulations.

Card: means the payment instrument presented in the form of a plastic or virtual card, with credit and/or debit functions, among others, issued by the Issuer and endowed with its own number, security code, name of the End User (holder of the Payment Instrument), expiration date, and logo of the Brands, brands, names, or logos admitted by the Acquirers, this instrument being used in Payment Transactions in the Acquirers' systems.

Assignors: means the Accredited Establishments that, from time to time, and at their sole discretion, assign their respective Receivables to the Fund and, for this purpose, have executed and/or will execute Electronic Assignment(s) with the Fund, represented by its agent Pagar.me, under Clause 3.3.

Fiduciary Assignment: is the fiduciary assignment of certain Receivables granted, from time to time, by the Assignors in favor of the Fund to guarantee the obligations of the Assignors to the Fund under the Assignment Promise, under Clause 1.9.

Assignee: means the Fund.

Chargeback: means the challenge of Payment Transaction(s), in whole or in part, by End Users, Issuers, and/or Debtors, which may result in the non-payment or the reversal of the corresponding credit(s) made to the respective Assignor(s).

CMN: means the National Monetary Council.

Civil Code: means Law No. 10,406, of January 10, 2002, as amended, or any norm that may replace it.

Civil Procedure Code: means Law No. 13,105, of March 16, 2015, with its subsequent amendments.

Assignment Condition: has the meaning ascribed to it in Clause 1.1.3 above.

Assignment General Conditions: means this instrument of "General Conditions of Assignment Promise and Acquisition of Receivables Rights and Other Agreements," as well as its respective amendments to be registered with the competent Registry of Titles and Documents, which aims to establish the general conditions of the assignment promise of Eligible Receivables, by the Assignors, to the Fund.

Fund's Authorized Account: means the current account held by the Fund in which: (i) the respective Debtors will settle the Assigned Receivables, according to the bank domicile indicated by the Liquidation Agent, through a Registry Entity, in the Registration System; and (ii) the resources resulting from the settlement of Defaulted Receivables will be deposited.

Liquidation Agent Agreement: means the "Agreement for the Provision of Receivables Liquidation Agent Services and Other Agreements," entered into between the Administrator, on behalf of the Fund, and the Liquidation Agent, with the intervention of the Custodian to regulate the provision, by the Liquidation Agent, of services for the liquidation and clearing of Assigned Receivables, as well as their respective amendments.

Accreditation Agreement: means the "Annex I to the General Contracting Terms for Payment Products and Services" of Pagar.me, to be registered with the competent Registry of Titles and Documents of São Paulo, as amended and/or replaced from time to time, whereby the Accredited Establishments adhere to the terms and conditions of the services provided by Pagar.me to the Accredited Establishments, as well as grant powers to

Accreditation Agreement: means the “Annex I to the General Contracting Terms for Payment Products and Services” of Pagar.me, to be registered with the competent Registry of Titles and Documents of São Paulo, as amended and/or replaced from time to time, whereby the Accredited Establishments adhere to the terms and conditions of the services provided by Pagar.me to the Accredited Establishments, as well as grant powers to Pagar.me to formalize, on behalf of the Accredited Establishments, the assignment of Eligible Receivables to the Fund.

Convention between Registry Entities: means the convention between the registry entities, pursuant to CMN Resolution No. 4,734, which, among other matters, defines the rules for the Interoperability Environment.

Acquirers: are financial institutions or payment institutions that act as acquirers in the capture and processing of Payment Transactions and participate in the settlement process of the Transactions, being the debtors of the Receivables Rights.

Eligibility Criteria: means the criteria that every Receivable must cumulatively meet in order to be acquired by the Fund, as defined in Clause 1.1.2 of these General Assignment Conditions.

Custodian: means the Administrator.

CVM: means the Brazilian Securities and Exchange Commission.

Initial Acquisition Price Payment Date: means the date on which the first installment of the Acquisition Price for the Eligible Receivables is paid to the respective Assignors, such amounts being transferred to the Assignors, as provided for in these General Assignment Conditions.

Final Acquisition Price Payment Date: means the respective due date of the Eligible Receivables, which will be the date on which the final installment of the Acquisition Price for the Eligible Receivables is paid to the respective Assignors, such amounts being transferred to the Assignors, as provided for in these General Assignment Conditions.

Debtors: the Acquirers and Sub-Acquirers who have processed the respective Payment Transactions, as the case may be, and who are debtors of the Assigned Receivables.

Business Day: means any day that is not a Saturday, Sunday, or national holiday.

Receivables Rights: are the receivables rights from time to time held by the Accredited Establishments against an Acquirer or a Sub-Acquirer, represented by U.R.s registered in the Registration Systems, originating from Payment Transactions carried out by End Users using Payment Instruments, for the purchase of goods or services at the Accredited Establishments, after deducting the fees that constitute the remuneration of the Brands, the Issuers, the Acquirers, and the Sub-Acquirers.

Assigned Receivables: means the Eligible Receivables assigned by the Assignors to the Fund, subject to the Eligibility Criteria and the Fund's Investment Policy.

Defaulted Assigned Receivables: means the Assigned Receivables whose respective Debtors are in arrears in complying with their respective contractual obligations.

Eligible Receivables: means the Receivables Rights that meet the Eligibility Criteria.

Additional Documents: are (i) communications and/or expressions of will of the Accredited Establishments to Pagar.me, aiming to request the advance payment of amounts related to the Receivables Rights; (ii) reconciliation report prepared by the Liquidation Agent, proving the payment of the Acquisition Price to the Assignors, subject to the provisions of the Liquidation Agent Agreement; and/or (iii) other additional documents that may be ancillary in discussions about the existence and enforceability, in whole or in part, of the Assigned Receivables, as well as the ownership of the Accredited Establishments with respect to them.

Supporting Documents: means the supporting documents for the backing of the Receivables Rights, the origination process of which is the responsibility of the Accredited Establishments, and which together comprise, as the case may be: (i) the General Assignment Conditions; (ii) Assignment Agreement; and (iii) electronic file, electronic records, statement, or similar document issued and made available by a Registry Entity, in accordance with the Convention between Registry Entities, evidencing the registration of the assignment of Eligible Receivables and demonstrating the change of ownership, in favor of the Fund, of the Eligible Receivables in the Registration System.

Issuers: means the Persons (financial institutions and/or payment institutions) duly authorized by the Central Bank of Brazil (BACEN) and licensed by the Brands to issue electronic currency and/or Payment Instruments (including Cards), valid in Brazil, in accordance with applicable CMN and BACEN regulations.

Registry Entity: means the entities authorized by the BACEN to carry out the activity of registering receivables from Payment Arrangements, pursuant to CMN Resolution 4,734/19.

Accredited Establishments: means the commercial establishments, sub-acquirers, or self-employed professionals, located in Brazil, duly accredited by Pagar.me and who have adhered to and assented to the Accreditation Agreement with Pagar.me and the terms and conditions of this instrument through the Accreditation Agreement, and who are also accredited by other Acquirer(s) or Sub-acquirer(s).

Electronic Assignment Formalization: is the completion of the process of offering and assignment of Eligible Receivables to the Fund, by completing the following steps: (A) request by the Accredited Establishment for the assignment of Eligible Receivables to the Fund, in accordance with these General Assignment Conditions and the Accreditation Agreement; (B) submission by Pagar.me of the file containing a list of Eligible Receivables to the Fund, which must contain (a) sufficient elements for the identification of the Eligible Receivables aggregated by U.R.; (b) the Reference Value; and (c) the value of the respective Acquisition Price calculated based on the Reference Value agreed with the Assignor; and (C) acquisition by the Fund of these Eligible Receivables upon return of the list of Eligible Receivables from the Assignor.

Fundo: means the TAPSO II CREDIT RIGHTS INVESTMENT FUND, constituted as a closed-end condominium, governed by its Regulation, and regulated by CMN Resolution 2,907, CVM Instruction 356/01, and other applicable legal and regulatory provisions.

Confidential Information: has the meaning set forth in Clause 8.1 of these General Assignment Conditions.

CVM Instruction 356/01: means Instruction No. 356, issued by the CVM on December 17, 2001, as amended, which regulates the constitution and operation of credit rights investment funds and funds of investment quotas in credit rights investment funds.

Payment Instruments: means any and all device(s), set(s) of procedures (including, but not limited to physical or electronic instrument(s) with payment functions, including Cards), accepted by Acquirers or Sub-acquirers.

Party and/or Parties: means, individually or collectively, the Assignor and the Fund.

Person: means any individual or legal entity, partnership, association, joint venture, corporation, investment funds, organizations, or entities without legal personality or governmental authority.

Acquisition Price: with respect to Receivables Rights, the price to be paid by the Fund to an Assignor as a result of the acquisition of such Receivables Rights, calculated based on the Reference Value, as established in the Electronic Assignment Formalizations, to be agreed upon between the respective Assignor, as applicable, represented by Pagar.me, as provided for in the Accreditation Agreements, and the Fund at the time of each assignment, according to market criteria and parameters prevailing at the time, taking into account, among other factors, the Reference Value, the value of the Receivables Rights to be assigned to the Fund, the existence (or not) of the Assignment Promise, the granting (or not) of the Fiduciary Assignment, and the payment term of the Receivables Rights to be assigned. The Acquisition Price may be paid in 1 (one) or more installments, as agreed with the Assignor under these General Assignment Conditions.

Assignment Promise: is the promise of assignment of certain Receivables Rights made, from time to time, by the Assignors in favor of the Fund, guaranteed by the Fiduciary Assignment, if chosen by the Assignor.

Regulation: means the regulation of the Fund, registered at the 1st Official Registry of Titles and Documents of the City of Rio de Janeiro, State of Rio de Janeiro.

Representatives: means the persons defined in Clause 8.1 of this instrument.

CMN Resolution 2,907: means Resolution No. 2,907, issued by the National Monetary Council on November 29, 2001.

CMN Resolution 4,734/19: means CMN Resolution No. 4,734, of June 27, 2017, or any other rule that replaces it.

Registry System: means the communication platform with a Registry Entity through which certain holders of Receivables Rights will have access, at any time, to information about the Receivables Rights they own, as well as being able to register the assignment of Receivables Rights. The Registry System shall integrate the Interoperability Environment, as per the specifications and requirements set forth in such rules and the Convention between Registry Entities.

Sub-acquirer: means the legal entity that (i) enables Credited Establishments to accept Payment Instruments issued by payment institutions or financial institutions (Issuer) participating in the same Payment Arrangement; and (ii) participates in the settlement process of Payment Transactions as a creditor to the Acquirer.

Pagar.me: means PAGAR.ME INSTITUIÇÃO DE PAGAMENTO S.A., a corporation headquartered in the City of São Paulo, State of São Paulo, at Rua Fidêncio Ramos, No. 308, Tower A, Suite 91, Vila Olímpia, ZIP Code 04551-902, registered with CNPJ/MF under No. 18,727,053/0001-74.

Assignment Agreement: has the meaning ascribed to it in Clause 3.1.1 of the General Assignment Conditions.

Fiduciary Assignment Agreement: means the Fiduciary Assignment Agreement entered into from time to time between the Fund and an Assignor, formalizing the establishment of the Fiduciary Assignment, indicating the respective Receivables Rights subject to the Fiduciary Assignment, pursuant to Annex III.

Payment Transaction: means the payment transaction, by the End User, for the acquisition of goods, products, and/or services from the respective Credited Establishment, through the use of any Payment Instruments.

U.R. or U.R.s.: means each receivable unit composed of receivables from a Payment Arrangement, characterized, pursuant to Circular BACEN 3,952/19, by the same: (a) taxpayer identification number (CNPJ/ME or CPF/ME) of the Assignor; (b) identification of the payment arrangement (Flags); (c) identification of the Acquirer or Sub-acquirer (i.e., the Debtor); and (d) settlement date (maturity).

End Users: means natural or legal persons who use a Payment Instrument from Flags to carry out a Payment Transaction.

Reference Value: means the reference value used by the respective Liquidation Agent for the calculation of the Acquisition Price of a certain Eligible Credit Right based on its value informed in the Registry System. The Reference Value will be expressed in a fixed value and will represent the Fund's expectation of receipt in relation to a certain Assigned Credit Right. The Reference Value will be informed by the Liquidation Agent in the Registry Systems when registering the assignment of Eligible Credit Rights through a Registry Entity.

ANNEX II
ASSIGNMENT AGREEMENT TEMPLATE

ASSIGNMENT AGREEMENT OF CREDIT RIGHTS NO. [•]

Assignors: Assignors identified in Annex A to this Agreement, represented by their attorney PAGAR.ME INSTITUIÇÃO DE PAGAMENTO S.A., a corporation headquartered in the City of São Paulo, State of São Paulo, at Rua Fidêncio Ramos, No. 308, Tower A, Suite 91, Vila Olímpia, ZIP Code 04551-902, registered with CNPJ/ME under No. 18,727,053/0001-74, as debtor of the Credit Rights (“Pagar.me”); and

Assignee: TAPSO II FUNDO DE INVESTIMENTO EM DIREITOS CREDITÓRIOS (“Fund” or “Assignee”) registered with the National Register of Legal Entities of the Ministry of Economy (“CNPJ/ME”) under No. 37,262,902/0001-06, registered with the Brazilian Securities and Exchange Commission (“CVM”), established as a closed-end condominium, governed by CVM Instruction No. 356, dated December 17, 2001, as amended (“CVM Instruction 356/01”), and represented in accordance with the Fund's Regulation (“Regulation”), by its management institution, OLIVEIRA TRUST DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A., headquartered in the City of Rio de Janeiro, State of Rio de Janeiro, at Av. das Américas, No. 3434, Block 7, Room 201, Barra da Tijuca, ZIP Code 22640-100, registered with CNPJ/ME under No. 36,113,876/0001-91, duly authorized by the CVM to engage in the professional activities of securities portfolio management and administration by CVM Declaratory Act No. 6696, dated February 21, 2002 (the “Administrator”).

Terms and expressions in uppercase, in their singular or plural form, used in this instrument and not defined herein have the same meaning ascribed to them in the Conditions of Promise of Assignment and Acquisition of Credit Rights and Other Agreements annexed to Annex I to the General Terms of Contracting for Payment Products and Services, to be registered with the competent Registry of Titles and Documents of São Paulo, as amended (“General Assignment Conditions”).

By this private instrument and in the best legal form, the Assignors and the Assignee, above qualified, duly represented, hereinafter collectively referred to as the "Parties", irrevocably and unconditionally decide to enter into this assignment agreement and acceptance instrument, which shall be governed by the clauses and conditions specified below (“Agreement”):

1. By this Agreement and after each Assignment Formalization, each Assignor assigns and transfers to the Assignee, without any right of recourse or co-obligation of the Assignors, the Credit Rights identified in Annex A, the Credit Rights being assigned by the Assignors to the Assignee on this date for the total amount of R$ [•] ([•] reais), by means of Electronic Transfer Available – TED or other equivalent transfer mechanisms to the account indicated by the Liquidation Agent, who will receive the amount on behalf and on account of the Assignor and transfer such amount via Electronic Transfer Available – TED or other equivalent transfer mechanisms to an account owned by the Assignor.

2. Each Assignor, represented by Pagar.me, repeats on this date the declarations and warranties set forth in the General Assignment Conditions.

3. This assignment is made on an irrevocable and irreversible basis, expressly excluding the right of withdrawal, binding the Parties and their successors for any purpose.

4. This Agreement shall be governed and interpreted in accordance with the laws of the Federative Republic of Brazil.

5. The Parties, by this Agreement, irrevocably agree to submit to the Court of the City of São Paulo, State of São Paulo, any disputes arising from this Agreement, waiving any other, however privileged it may be.

PAGAR.ME PAYMENT INSTITUTION S.A.

Mandatary of the Cedent holding the Assigned Credit Rights

TAPSO II INVESTMENT FUND IN CREDIT RIGHTS, herein represented by its administrator, OLIVEIRA TRUST DISTRIBUTOR OF SECURITIES AND MOBILIARY VALUES S.A.

ANNEX III - Fiduciary Assignment Agreement Template

The PAGAR.ME PAYMENT INSTITUTION S.A., a corporation headquartered in São Paulo City, State of São Paulo, at Rua Fidêncio Ramos, No. 308, Tower A, Unit 91, Vila Olímpia, Zip Code 04551-902, registered with the National Registry of Legal Entities of the Ministry of Finance (“CNPJ/MF”) under No. 18,727,053/0001-74, herein represented in accordance with its bylaws, under the terms of the General Conditions of Assignment and Acquisition of Credit Rights and Other Agreements attached to Annex I to the General Terms of Contracting Products and Payment Services, to be recorded in the competent Registry of Titles and Documents of São Paulo, as amended (“General Assignment Conditions”), acting as representative of the Accredited Establishments identified in Annex A and of the TAPSO INVESTMENT FUND IN CREDIT RIGHTS (“Fund”), enrolled with CNPJ/MF under No. 26,287,464/0001-14, registered with the Brazilian Securities and Exchange Commission (“CVM”), constituted as a closed condominium, governed by CVM Instruction No. 356, of December 17, 2001, as amended, and by the Fund's Regulations, dated May 23, 2017, as amended, herein represented by its administrator, OLIVEIRA TRUST DISTRIBUTOR OF SECURITIES AND MOBILIARY VALUES S.A., a corporation headquartered in Rio de Janeiro City, State of Rio de Janeiro, at Av. das Américas, No. 3434, Block 07, Room 201, Zip Code 22640-102, Barra da Tijuca, registered with CNPJ/MF under No. 36,113,876/0001-91, in the capacity of administrator and custodian of the Fund's portfolio, hereby formalize the fiduciary assignment of the Credit Rights identified in Annex A, under the terms of Clause 1.9 of the General Assignment Conditions, to guarantee the obligations related to the Assignment Promise, assumed by the respective Accredited Establishment before the Fund, as described in Annex A.

PAGAR.ME PAYMENT INSTITUTION S.A.

Mandatary of the Accredited Establishments identified in Annex A

TAPSO INVESTMENT FUND IN CREDIT RIGHTS, herein represented by Pagar.me Payment Institution S.A.

Annex A: List of Commercial Establishments, Guaranteed Obligations, and Credit Rights Fiduciarily Assigned

CPF/CNPJ of the Cedent	Description of Guaranteed Obligations	Identification of Rights Assigned Fiduciarily
[•]	Obligation of the Cedent under the Promise of Assignment, with the following characteristics: (i) estimate of the total debt: [•]; (ii) the term: [•]; and (iii) the interest rate: [not applicable].	All future Credit Rights originated by Commercial Establishments with the Credentialors and/or Subcredentialors, up to [term] from this date: [list Credentialors and Subcredentialors]

ATTACHMENT III TO THE GENERAL TERMS OF PAYMENT PRODUCTS AND SERVICES

Through this Attachment III, the Customer contracts PAGAR.ME INSTITUIÇÃO DE PAGAMENTO S.A., registered under CNPJ/ME No. 18,727,053/0001-74 ("Contractor") for the provision of services described in this Attachment III, with respect to which the Parties undertake to observe the specific conditions set forth below.

II. DEFINITIONS AND INTERPRETATIONS

1.1. All terms in uppercase, when not expressly defined in this Attachment III or in the Contract, shall have the meanings attributed to them in Attachment I.

1.2. The Customer acknowledges and agrees that this Attachment III shall be interpreted in conjunction with the Contract and Attachment I, and hereby acknowledges and agrees, irrevocably and unconditionally, to all the terms and conditions of these instruments.

III. APPLICABILITY

2.1. This Attachment III becomes applicable when the Customer first uses the services described herein, as contracted with the Contractor.

IV. PURPOSE

3.1. The purpose of this Attachment III is to establish the main terms and conditions applicable to the provision, by the Contractor to the Customer, of the following services:

(i) Provision of gateway services ("Gateway Services").

3.2. The Gateway Services may include the functionalities defined below ("Functionalities"):

(i) Subscriptions: prepaid, postpaid, with charges on specific days, with enrollments, discounts, or with temporary items;

(ii) Wallet: storage of essential information for purchase - name, email, contacts, CPF/CNPJ, address, date of birth - after the first purchase so that the Cardholder does not need to fill them in again;

(iii) Wallet: Card data is saved, for the purpose of conducting Transactions with Payment Methods via mobile or through One Click Buy;

(iv) Checkout: customized online payment interface and structure; and

(v) Notices: customized or non-customized notification templates, as applicable, for communication with users regarding, including but not limited to, subscription status, payment confirmation, or sending of invoices by email or SMS automatically.

3.3. The services and functionalities not described above, including but not limited to sales reconciliation, are not provided by the Contractor, and all rules, conditions, responsibilities, warranties, service levels related to these services not provided by the Contractor are subject to the commercial proposals and contracts entered into with the respective providers of these other services.

IV. GATEWAY SERVICES - TECHNICAL SPECIFICATIONS

4.1. The Contractor undertakes to regularly provide the Gateway Services, in accordance with the Service Levels established in the table below, except for scheduled downtimes previously agreed upon for maintenance, subject to the exceptions defined in this Clause 4 of Attachment III.

Service Level Agreement (SLA) Table
Monthly Downtime Hours (in %)	Penalty
From 0.50% to 1.50%	10%
From 1.51% to 2.00%	15%
From 2.01% to 3.00%	20%
Above 3.00%	30%

4.1.1. The Penalty established in the table above shall be applicable to the Remuneration owed by the Customer to the Contractor, due to the Gateway Services, subject to this Attachment III, in the immediately preceding month of the identified interruption.

4.2. Notwithstanding the provisions of Clauses 4.1 and 4.1.1 above, the Contractor shall not be liable for failures, errors, interruptions, malfunctions, delays caused by reasons or failures arising from external factors, including but not limited to, force majeure events, failures in the electrical network, internal and external network connection, telephone operators, third-party software, failures and/or timeouts, interruptions scheduled for system maintenance, and actions by third parties that prevent its availability.

4.3. The Parties acknowledge that, at the sole discretion of the Contractor, the Contractor's application programming interface ("Contractor's API") may undergo updates or even be replaced by new versions and, therefore, the Customer is solely and exclusively responsible for keeping the version used by itself updated and compatible with the Contractor's API to enjoy the Functionalities.

4.3.1. In the event of an update to the version of the Contractor's API, the Contractor shall inform the Customer through a notice, and from the date of the communication, the Customer shall make the necessary changes and adjustments to its systems and/or application programming interface within 03 (three) months to make them compatible with the versions and enjoy the Functionalities.

4.3.2. The Customer expressly acknowledges that the update and/or replacement of versions of the Contractor's API and/or the Customer's application programming interface, as recommended by the Contractor, is the sole and exclusive responsibility of the Customer, and if the Customer, during the above period, fails to perform the update and/or replacement suggested by the Contractor, the Contractor shall not be obliged to make technical improvements for the benefit of the Customer and shall not be held responsible and/or penalized for defaults, contractual breaches, or problems that the Customer may face with the use of the Gateway Services and/or the Functionalities.

4.4. The Customer must have infrastructure for the operation of the Gateway Services, with a minimum TLS security protocol of 1.2, observing the guidelines and operational rules indicated by the Contractor, and the Contractor may change these guidelines and rules at any time, as well as establish additional guidelines, rules, and/or procedures, as well as request information and/or documentation from the Customer, as necessary for the completion of this Attachment III.

V. REMUNERATION

5.1. The Contractor shall be entitled, as a result of the services provided under this Attachment III, to receive Remuneration, in accordance with the conditions and values ​​established by mutual agreement between the Parties. The Remuneration shall be paid by adjusting to debit in the Financial Agenda or Customer's Domicile Institution, and may correspond to: (i) a percentage incident on the Gross Value of Transactions for Transactions with Payment Method; and/or (ii) a fixed amount, as stipulated between the Parties.

5.1.1. The Remuneration amounts may, automatically and without prior notice, be adjusted annually or at the shortest period allowed by law, by the variation of the IPCA/FGV in the period, or by any other index that may replace it.

5.1.2. In the event of unforeseen events by the Contractor that may prejudice the economic and financial balance of this Attachment III, affecting the adequate maintenance of the services provided under this Attachment III, the Remuneration values may undergo changes, to be previously and expressly communicated, in order to restore the contractual balance between the Parties. If the Customer does not agree with the new Remuneration conditions, it may request clarifications and, if it does not agree, may terminate this Attachment III, without any cost. The non-termination of this Attachment III by the Customer shall be interpreted as full acceptance of the new values.

5.2. To collect the amounts owed by the Customer, the Contractor may, at its sole discretion, adopt any of the following alternatives:

(i) Offset the debit amount with any other credits, present or future, owed to the Customer;

(ii) Make debit entries in the Financial Agenda and/or Customer's Domicile Institution;

(iii) Allow the Customer, in the absence of credits to offset and/or the impossibility of debiting in a freely movable account, to make, provided agreed with the Contractor, payment by DOC, TED, bank slip, or identified deposit; or

(iv) Carry out judicial and extrajudicial collection, including through third parties, which will seek, through all means permitted by law, to satisfy the debt, whether through (a) online attachment of all bank accounts existing in the name of the debtor Customer or its partners or any company belonging to the Customer's economic group, as established by law, through the BACEN JUD system; (b) attachment of all assets existing in the name of the Customer or any company belonging to the Customer's economic group, or, as permitted by law, of the Customer's partners, sufficient to guarantee payment of the debt; and/or (c) other means available at the time of collection.

5.3. Any delay in payment of any amount due in whole or in part by the Customer to the Contractor shall imply a late payment fine of 2% (two percent), incident on the amount due and unpaid, plus default interest of 1% (one percent) per month and monetary update based on IPCA/FGV, calculated pro rata die, or in the absence of this, by another index legally replacing it.

5.4. In the event that the Customer presents debts or credits with companies controlled by the Contractor or members of its economic group, the Customer hereby authorizes the offsetting of the respective values ​​in its Financial Agenda. The Customer hereby also authorizes and agrees, irrevocably and irreversibly, to the offsetting of any debts or credits existing in one or more of the Customer's registrations with the Contractor.

ANNEX IV TO THE GENERAL TERMS OF CONTRACTING PAYMENT PRODUCTS AND SERVICES

Through this Annex IV, the Customer contracts PAGAR.ME INSTITUIÇÃO DE PAGAMENTO S.A., registered under CNPJ/ME No. 18,727,053/0001-74 ("Contractor") to provide the services described in this Annex IV, with respect to which the Parties undertake to observe the specific conditions set forth below.

SPECIFIC CONDITIONS OF THE ANTI-FRAUD SYSTEM AND FRAUD CHARGEBACK GUARANTEE

I. DEFINITIONS AND INTERPRETATIONS

1.1. All terms in uppercase, when not expressly defined in this Annex IV or in the Contract, shall have the meanings attributed to them in Annex I.

1.2. The Customer acknowledges and agrees that this Annex IV shall be interpreted in conjunction with the Contract, Annex I, and Annex II, and hereby acknowledges and agrees, irrevocably and unconditionally, to all the terms and conditions of these instruments.

II. APPLICABILITY

2.1. This Annex IV becomes applicable when the Customer first uses the services described herein, as contracted with the Contractor.

III. OBJECT

3.1. This Annex IV aims to establish the following main terms and conditions applicable to the provision, by the Contractor to the Customer, of the following services:

(i) Provision of risk analysis services for Transactions with Payment Methods ("Risk Analysis"); and

(ii) Provision of Chargeback guarantee services with respect to the respective Transactions with Payment Methods that are approved and suffer Chargeback, in accordance with the rules established by each Card Network and provided that said Chargeback is the result of fraud, as determined by the Card Networks ("Chargeback Guarantee").

3.2. The Risk Analysis and Chargeback Guarantee services do not apply to Transactions with Payment Methods that are submitted for reprocessing by the Customer.

IV. RISK ANALYSIS

4.1. In the scope of providing Risk Analysis services, the Contractor, when analyzing Transactions with Payment Methods, may present the following recommendations to the Customer, for the Customer to decide on said Transactions with Payment Methods:

(i) Approval of the respective Transaction with Payment Method, in which case the Transaction with Payment Method is considered legitimate and can be approved;

(ii) Rejection of the respective Transaction with Payment Method, in which case the Transaction with Payment Method is considered suspicious and should not be approved;

(iii) Recommendation for review of the respective Transaction with Payment Method, in which case the Transaction with Payment Method will be manually reviewed by the Contractor within the deadline determined by the Contractor and must then be approved or rejected; or

(iv) Recommendation for analysis of the respective Transaction with Payment Method, in which case the Transaction with Payment Method will be manually reviewed by the Customer within the deadline determined by the Contractor and must then be approved or rejected.

V. CHARGEBACK GUARANTEE

5.1. In the provision of Chargeback Guarantee services, the Parties agree that, subject to Chargeback Guarantee Limits (as defined below), the amount corresponding to the Chargeback of Transactions with Payment Methods that are approved and suffer Chargeback, according to the rules established by each Card Network and provided that said Chargeback is the result of fraud, as determined by the Card Networks, shall not be debited from the Customer's Domicile Institution or Financial Agenda.

5.2. The Customer agrees and expressly declares that it is aware that Chargeback Guarantee services will be provided solely in relation to Transactions with Payment Methods that:

(i) Are recommended for approval by the Contractor;

(ii) Suffer Chargeback; and, concomitantly and necessarily,

(iii) Are classified as fraud by the Card Network.

5.2.1. For clarification purposes, Transactions with Payment Methods that are recommended for approval by the Contractor and suffer Chargeback but are classified as a different type other than fraud by the Card Network shall not be subject to Chargeback Guarantee services, including, but not limited to, situations involving: (a) commercial disputes and/or dissatisfaction of the Cardholder with the products or services offered by the Customer; (b) possible errors in the data of Transactions with Payment Methods; and/or (c) cancellation and/or non-recognition of Transactions.

5.3. The Customer agrees and expressly declares that the full accomplishment of Chargeback Guarantee services depends on obtaining and maintaining broad and unrestricted access to the Customer's transactional information for Risk Analysis purposes, which is why Chargeback Guarantee services will be provided only as long as the Contractor remains the sole and exclusive provider of the services indicated in Annex II of this Contract. If the Customer decides to contract with other service providers, such that the entirety of the transactional information becomes inaccessible to the Contractor, the Contractor may, at its sole discretion, suspend or terminate the provision of Chargeback Guarantee services at any time, without prior notice and without incurring any penalties or damages.

5.4. The Customer, irrevocably and unconditionally, acknowledges and agrees that: (i) if it fails to follow the Contractor's recommendation regarding the rejection of the respective Transaction with Payment Method, or (ii) determines, at its own risk, that certain Transactions with Payment Methods will not be subject to Risk Analysis, being considered legitimate and approved, the Customer shall be solely and exclusively responsible for the Chargebacks resulting from said Transaction with Payment Method, including those of fraud type, as well as for any acts, facts, or consequences resulting from the Customer's decision-making.

5.5. The Customer undertakes to provide, whenever requested by the Contractor, within a maximum period of 2 (two) business days, any other pertinent and available information about the Transaction with Payment Method that is subject to Chargeback, under penalty of immediate interruption of Chargeback Guarantee services, without prejudice to the payment of Losses by the Customer.

VI. CHARGEBACK GUARANTEE LIMITS

6.1. The Customer acknowledges and agrees that the Chargeback Guarantee service may not be applicable in certain scenarios, as duly defined by the Parties, including but not limited to cases where:

(i) The amount corresponding to the Transaction with Payment Method that is approved and suffers Chargeback due to fraud exceeds the maximum Chargeback Guarantee value, duly agreed upon by the Parties; and/or

(ii) The fraud-related Chargeback rate, as determined by the Card Networks, exceeds the percentage duly agreed upon by the Parties.

6.2. The Customer shall remain responsible for bearing the Chargebacks resulting from Transactions with Payment Methods, including those recommended for approval by the Contractor and classified as fraud by the Card Networks, in the scenarios indicated in Clause 6.1 above, and the Contractor may debit the corresponding Chargeback value from the Customer's Domicile Institution or Financial Agenda, in accordance with Annex II of this Contract.

VII. REPRESENTATIONS AND WARRANTIES

7.1. The Customer acknowledges and agrees that, in order for the object of this Annex IV to be accomplished, it is necessary to observe the guidelines and provide all documentation and/or information requested by the Contractor and available at the address https://docs.pagar.me/reference. Any submission of documentation and/or information outside the standards established by the Contractor or in an incorrect or incomplete manner may result in the non-provision of Risk Analysis and Chargeback Guarantee services, as well as the absence of any Chargeback Guarantee by the Contractor.

7.2. The Customer expressly acknowledges and agrees that the Contractor may contact the Cardholders directly, whether by email, phone call, or any other available means, to confirm the Transaction with Payment Method, as well as to obtain any other necessary information for the accomplishment of the object of this Annex IV, and hereby grants the Contractor authorization to make such contact on behalf of the Customer, if necessary.

7.3. The Customer, irrevocably and unconditionally, acknowledges and agrees that:

(i) The services covered by this Annex IV serve only to support the Customer's decisions and cannot be used as the sole means for making the final decision regarding the execution or non-execution of business transactions by the Customer with third parties;

(ii) The Contractor's liability is limited to the execution of the services described in this Annex IV and to the value corresponding to the Chargeback of the Transaction with Payment Method covered by the Chargeback Guarantee, individually considered;

(iii) The object of this Annex IV is subject to future changes, to be communicated and/or proposed by the Contractor and may be terminated at any time by the Contractor;

(iv) The Customer is solely responsible for making, content, and executing any final decision regarding the conduct of business with third parties, with the Contractor not being responsible for any burdens, losses, damages, and/or lost profits that may be incurred by the Customer as a result of said decision; and

(v) Considering the technological nature of Risk Analysis and Chargeback Guarantee, the Contractor does not guarantee their uninterrupted continuity and/or the absence of any eventual faults or delays. Nevertheless, the Contractor will make every effort to ensure that Risk Analysis and Chargeback Guarantee occur without interruptions and/or technical failures.

8.1. The Contractor shall be entitled, as a result of the services provided under this Annex IV, to receive Compensation. The Compensation shall correspond to a percentage incident on the Gross Value of Transactions with Means of Payment that are analyzed and approved by the Contractor, the factor of which is stipulated between the Parties, being paid, by:

(i) Debiting the respective Compensation from the Gross Value of each of the Transactions with Means of Payment that are analyzed and approved by the Contractor;

(ii) Debiting the Compensation from the Financial Schedule or Domicile Institution of the Contractor at the periodicity duly defined between the Parties; or

(iii) Any other form of payment to be agreed upon between the Parties in due course.

8.1.1. The Compensation amounts may, automatically and without prior notice, be adjusted annually or at the shortest frequency allowed by law, by the variation of the IPCA/FGV during the period, or by any other index that may replace it.

8.2. In the event of unforeseen events by the Contractor that may prejudice the economic-financial balance of this Annex IV, affecting the proper maintenance of the operability of the services provided under this Annex IV, including, but not limited to, insufficiency, incorrectness or incompleteness of the documentation and/or information sent by the Contractor, the values of its Compensation may undergo changes, to be previously and expressly communicated, in order to restore the contractual balance between the Parties. If the Client does not agree with the new Compensation conditions, they may request clarifications and, if they do not agree, may terminate this Annex IV, without any kind of burden. The non-termination of this Annex IV by the Client will be interpreted as full agreement to the new values.

8.3. To collect the amounts due from the Client, the Contractor may adopt, at its sole discretion, any of the following alternatives:

(i) Offset the amount of the debit with any other credits, present or future, owed to the Client;

(ii) Make debit entries in the Financial Schedule and/or Client's Domicile Institution;

(iii) Allow the Client, in case of absence of credits to offset and/or impossibility of debit entry in account with free movement, to make, provided agreed with the Contractor, payment by DOC, TED, bank slip or identified deposit; or

(iv) Perform judicial and extrajudicial collection, including through third parties, which will seek, through all means permitted by law, debt satisfaction, be it through (a) online attachment of all bank accounts existing in the name of the Debtor Client or its partners or any company belonging to the Client's economic group, as established by law, through the BACEN JUD system; (b) attachment of all assets existing in the name of the Client or any company belonging to the Client's economic group, or, as allowed by law, of the Client's partners, sufficient to guarantee payment of the debt; and/or (c) another means available at the time of collection.

8.4. Any delay in the payment of any amount due in whole or in part by the Client to the Contractor shall imply a default interest of 2% (two percent), applied on the amount due and unpaid, plus default interest of 1% (one percent) per month and monetary updating based on IPCA/FGV, calculated pro rata die, or in the absence of this, by another index legally replacing it.

8.5. In the event that the Client presents debts or credits with companies controlled by the Contractor or members of its economic group, the Client hereby authorizes the offsetting of the respective amounts in its Financial Schedule. The Client hereby also authorizes and agrees, irrevocably and irreversibly, to the offsetting of any debts or credits existing in one or more of the Client's registrations with the Contractor.

Blombô also provides its Users, provided both parties agree, payment for operations through funds transacted by Capitual, via CapPay; which is a Multicurrency payment gateway. Therefore, Users will need to register with Capitual to obtain a "CapWallet", where they can manage credits deposited on account of operations carried out by choosing to convert the amount to the currency of their choice.

Users acknowledge that the availability and speed of processing payments made will be subject to the payment method used by the counterparty in the negotiation, and thus, Blombô will not be responsible for any breach of the agreement and the resulting damages due to payment processing delays.

Blombô, within legal limits, shall not be liable for damages arising from unavailability, access failure, and lack of continuity of said service.

VII.1. Validation of Products Presented by Users.

Blombô aims to offer and host spaces on its Website for its Users to advertise items for sale -- without its direct or indirect intervention -- strictly artistic items: antiques, artworks, and art objects.

Thus, products advertised by Blombôwill be preliminarily submitted to a Council of Experts for deliberation and prior analysis, of an eminently artistic nature, after which, if approved, they will be published on the Website.

Blombô, unilaterally and at its discretion, reserves the right to reject the publication of a product advertisement that, according to its internal Council guidelines, does not meet the established quality requirements, or that may in any way harm its reputation and the services it provides.

The approval of a particular product by Blombô does not imply any kind of guarantee regarding the quality, authenticity, or delivery of the advertised product, which remains the sole responsibility of the advertising Users.

Blombô does not require Users to pay fees for registration on the Website, however, as a counterpart to the services provided, it charges the Seller User the so-called sales fee, which will be specified below.

The Seller User declares for all purposes that they accept what is contained in the Pricing and Fees Policy, and thus agrees to pay Blombô the amounts specified herein (sales fee).

Blombô reserves the right, in a discretionary and unilateral manner, to modify, increase, or eliminate the current fees charged to its Users.

Users, as established in the General Terms and Conditions of Use, will be informed in advance of any changes in the fee policy, and thus may, within the specified period, express their agreement, in which case the contractual relationship will be renewed, or their disagreement, in which case the existing relationship between the parties shall be considered terminated, except for outstanding debts, which must be immediately settled. Blombô also reserves the right to take all appropriate measures to collect outstanding amounts owed to it.

VIII.1. – Sales Fee

Blombô requires Seller Users a percentage (%) for the provision of intermediary sales services for each product advertised and sold on the Website, hereinafter referred to as the sales fee. Blombô establishes specific percentages, depending on the values of the products sold by its Seller Users:

(a) Artworks valued between R$1,000.00 (one thousand reais) and R$5,000.00 (five thousand reais) - 25% (twenty-five percent) Blombô commission.

(b) Artworks valued between R$5,001.00 (five thousand and one reais) and R$15,000.00 (fifteen thousand reais) - 20% (twenty percent) Blombô commission.

(c) Artworks valued from R$15,001.00 (fifteen thousand and one reais) - 15% (fifteen percent) Blombô commission.

(d) Artworks valued from R$100,000.00 (one hundred thousand reais) - 10% (ten percent) Blombô commission.

The fee in reference will be calculated on the selling price of each of the products advertised and sold by the Seller User.

The due fee will be the one in effect when the transaction is completed.

If the Seller User advertises a product that has more than one unit, the sales fee will be individually calculated and due upon the sale of each of the advertised products.

The Seller User authorizes the company Pagar.me to deduct from the amount paid by the Buyer User, for the acquisition of an object, the Sales Fee at the percentage indicated above, which will be retained by the aforementioned company, and thus passed on to Blombô, as a counterpart for the services provided. The sales fee will be charged on completed transactions.

VIII.2. Fees Charged by Third Parties (Pagar.me)

According to the Terms and Conditions of Use of Blombô, when making a purchase, the Buyer User may opt for the payment processing service provided by the company Pagar.me. Blombô will cover the payment of the fees required by the company Pagar.me, in each successfully completed operation, under the following terms: (a) 3.80% for installments of up to 10 (ten) times; (b) 2.95% for debit; and (c) 3.30% for bank slip.

However, if the operation is canceled, the User who caused it will be responsible for paying the fee required by Pagar.me, or, if Blombô has already covered it, the User must reimburse Blombô within an unextendable period of 02 (two) days. If the cancellation is due to the absence of the advertised product, the Seller User will be responsible for paying the fee required by Pagar.me; if the cancellation is due to the Buyer User, the fee will be demanded from them.

Blombô will not cover the payment of anticipation fees (required by Pagar.me, Cappay, or credit card administrators), which are the sole and exclusive responsibility of the Seller Users.

VIII.3. General Provisions

If the negotiation between Users is not concluded, Blombô will cancel, or, as applicable, as established in the General Terms and Conditions of Use, refund the sales fee required from the Seller User.

If the cancellation of the sales fee charge is not carried out by Blombô within 30 (thirty) days, the Seller User may, within 60 (sixty) days, formally request a refund of the corresponding amount through the relevant communication channels.

The amounts required by Blombô, regarding the sales fees, as previously authorized by the Seller User, will be deducted directly by the company Pagar.me from the amounts paid by the Buyer User.

If the payment is made by a different method, the sales fee will be invoiced by Blombô automatically when the payment by the Buyer User is confirmed, and the respective payment document for the services rendered will be sent to the Seller User.

Interest and late payment fees will be due from the due date.

The suspension of the account, temporarily or permanently, does not cancel the outstanding amounts owed by Users to Blombô.

IX – Cancellation and Return Policy.

The sale of products by Users, advertised on Blombô's Website, must follow the provisions of this Clause, under penalty of extrajudicial or judicial sanctions applicable.

Blombô reserves the right to authorize the transfer of the amounts paid by the Buyer User to the Seller User for the product, only after 8 (eight) days have elapsed from the date of receipt of said product by the Buyer User. After that, once the aforementioned period has elapsed, the commercial transaction will be considered completed.

Thus, if the Seller User receives a return request or a right of withdrawal within 7 (seven) days from the date of receipt of the product by the Buyer User, they must accept the respective return request made by the Buyer User and, immediately, formally inform and authorize Blombô to refund the respective amounts to the Buyer User. The Seller User must also bear all costs involved, as provided for in the Consumer Protection Legislation of the Federative Republic of Brazil, and in these General Terms and Conditions of Use. The Seller User must also, within the same period, counted from the receipt of the product, arrange for the refund of the amounts received.

If the product has not yet been sent by the Seller User to the Buyer User, once the cancellation request is formalized by the Buyer User, the Seller User must immediately inform Blombô so that, within 03 (three) days, the amounts received can be refunded.

The request for cancellation of the purchase, and the respective acceptance thereof, will only be accepted when formalized in writing and within 07 (seven) days, counted from the receipt of the product by the buyer.

X.1. Buyer's Obligations.

The Buyer declares and agrees that by expressing interest in a product advertised on the Blomb website, they undertake to comply with the sales conditions proposed by the Seller User and described in the advertisement they placed.

The Buyer, after formalizing the purchase of the product advertised on the Blomb website, undertakes to contact the Seller User and finalize the transaction, except if the intended operation violates these Terms and Conditions and/or the current legislation, or in the event outlined in Clause IX above.

It is the Buyer's responsibility to demand an invoice from the Seller User, except if the latter is making an occasional sale and does not fall under the legal concept of taxation, as defined in the relevant legislation, for the products they trade.

X.2. Seller's Obligations

The Seller User declares that by advertising on the Blomb website to sell a product, they have the legal capacity to alienate it to third parties.

The Seller User, when advertising on the Blomb website, undertakes to provide complete and truthful information about the advertised product, indicating its essential characteristics, and any additional expenses (delivery, insurance, and others) that must be paid by the Buyer when acquiring the negotiated product.

The Seller User undertakes to contact or respond to the Buyer's manifestations who have an interest in purchasing the advertised product.

Only in the following exceptional cases, the Seller User may not finalize the sale: (i) if there was no agreement with the Buyer regarding the payment method or delivery time; (ii) if it was not possible to verify the true identity or information of the Buyer; (iii) if there was an obvious typing error when registering the price or quantity of the advertised product; or (iv) if it is a product that, according to the current legislation, is prohibited from leaving the national territory.

The Seller User will authorize, whenever the completion of the negotiation with another User is verified, the payment of the sales fee to Blomb, in return for the services described herein.

The Seller User, in accordance with article 30 of the Consumer Protection Code and article 429 of the Civil Code, declares that they are aware that, if they act as a seller of products continuously or occasionally, their offer binds them, and its fulfillment can be judicially demanded by the Buyer.

The Seller User who commercializes the products negotiated on the Website continuously, in accordance with the current legislation, will be responsible for complying with the legal obligations imposed on them, especially regarding the applicable taxes.

It is the Seller User's obligation, in the event of the sale of the advertised product, to send it, at their own expense and order, within 02 (two) business days, to Blomb, at the following address: Rua Estados Unidos, 521/527 CEP: 01427-000, São Paulo - SP. The cost of shipping will be the sole responsibility of the Seller User. This obligation does not apply to Seller Users domiciled or residing abroad.

Users, under penalty of applicable sanctions, undertake to use the Site and all tools made available on it, observing morality, good customs, these General Terms and Conditions of Use, and the applicable legislation, and thus acknowledge that they cannot engage in the following conduct, listed below for illustrative purposes, without excluding or limiting any others not described below:

• I - Introduce, disseminate, transmit, or in any way make available to third parties information, content, and/or products that convey pornography, violate individual rights and guarantees, promote or advocate terrorism, promote discrimination based on race, gender, and also religious, in accordance with the applicable legislation;
• II - Advertise any type of product that is prohibited according to Blombô's General Terms and Conditions of Use and Brazilian legislation in force and/or use any of the Site's tools with the aim of carrying out illicit activities, constituting a crime or misdemeanor;
• III - Sell products to Users domiciled abroad, which, according to current national legislation, are prohibited from leaving the national territory;
• IV - Create more than one registration and/or login for the same User;
• V - Publish more than one advertisement for the dissemination and commercialization of the same product;
• VI - Manipulate the prices of products advertised by other Users (third parties), or in any way interfere in the negotiations between them;
• VII - Engage, with the aim of avoiding payment of amounts due to Blombô, in any type of contact with another User, with whom they may be involved in a future negotiation, to disclose personal and financial data before the User has formalized their intention to purchase said product;
• VIII - Obtain, store, disclose and/or use personal, financial or any private information of Users (third parties) for any purpose, whether commercial or illegal;
• IX - Promote any type of aggression, slander, libel or defamation against Blombô or other Users, as well as against natural or legal persons, even if not registered;
• X - Publish, or in any way disclose information or products that may, due to inaccuracy, falsehood, omission, mislead and/or cause harm to other Site Users and third parties, even if not registered;
• XI - Introduce, or in any way disseminate, a type of device, data program (software), or other resource that may introduce changes in Blombô's activities and operations with its Users;
• XII - Publish, or in any way disseminate, information or products that may constitute unfair competition practices, or that imply violation of communication secrecy and privacy;
• XIII - Publish, or in any way make available, without prior authorization from the rightful owner, information or products that imply violation of copyright, intellectual property, whether of the SITE owners or third parties;

The practice by Users of any of these enumerated conduct for illustrative purposes and others not specified, which violate these Terms and the national legislation in force, will authorize Blombô, regardless of any notification, to penalize the responsible parties by canceling the advertisement(s) and suspending the User's account, without prejudice to the adoption of legal measures due to the damages caused to Blombô and other Users and third parties.

XI.1. Prohibited Products from Leaving Brazil

The User declares that they are aware that, according to current national legislation, the exit from Brazilian territory is prohibited for the listed products below:

Artifacts, collections or collections listed by Iphan: paintings, sculptures, engravings, pieces of furniture and other objects, whose exceptional value is individually or collectively recognized by Iphan (Decree-Law No. 25, of November 30, 1937);

Works of art and crafts produced or introduced in Brazil until the end of the monarchical period (1889): paintings, drawings, sculptures, engravings, architectural elements, imagery, goldsmithing, pieces of furniture, domestic utility items, old books, historical manuscripts (Law No. 4,845, of November 19, 1965);

Books and documentary collections consisting of Brazilian works or about Brazil, edited in the 16th to 19th centuries (Law No. 5,471, of July 9, 1968);

Pieces or collections of old coins and medals (Law 3,924, of July 26, 1961).

Therefore, the above-listed items may only be marketed within Brazilian territory, and, therefore, the conclusion of a transaction for their exportation is prohibited.

Furthermore, in addition to the restrictions outlined above, the conclusion of a transaction for the exportation of a product by a selling User who is a natural person, or by a legal person that does not engage habitually in the trade of works and art objects, especially the necessary procedures to carry out such operation, is also prohibited.

In the event that the User, in any way, fails to comply with what is stipulated here, Blombô, as soon as the incident is verified, and regardless of any notification, will be authorized to take all relevant extrajudicial and judicial measures.

The User declares that by using Blombô's services, he/she EXPRESSLY agrees with its Privacy Policy. Blombô, except as provided in its Privacy Policy, does not disclose information and personal data of its Users, which will remain stored on its servers and database.

Blombô, in compliance with any formal request presented to it, or in compliance with national legislation, may disclose to competent public authorities the personal data or any other information in its possession or accessible through its systems.

The User declares that he/she is fully aware of all obligations and sanctions established by Ordinances No. 396/2016 and 80/2017, of IPHAN, to be observed by all individuals and legal entities that trade in works of art and objects.

User information, even personal data, at the exclusive discretion of Blombô, during the legally established periods, may be kept in files owned by it, even after the termination of the contractual relationship in order to improve its activities.

Blombô undertakes to take necessary measures to maintain security and protect the privacy of the information provided to it, except for information published on the Site. Blombô declares that it will not be responsible for any and all damages resulting from the disclosure by third parties of its Users' information, even those obtained through any type of violation of its storage systems.

The User authorizes Blombô to disclose his/her information to other Users -- counterparties in a business transaction -- who claim to have been harmed by him/her.

Blombô offers its Users hosting services so that they can publish advertisements for the sale of products on their Site, without its direct or indirect intervention.

Blombô does not own, possess, or offer the products advertised by Users on its Site, whose prices, payments, conditions, and warranties are negotiated directly and exclusively between the Users, who are solely responsible for the content and legitimacy of the advertisements made, as well as for the products advertised on the Site, as well as for all legal obligations arising therefrom, so the use of the Site is done on the account, risk, and sole responsibility of its Users.

Blombô is not responsible, at any time, for actions or omissions, for loss or damages, and even for any lost profits, resulting from the conduct of its Users.

Blombô will only be responsible for damages that it has caused, which result from defects or failures directly linked to the services offered by it.

The publication of a product advertisement on Blombô's Site does not grant a guarantee for any hidden or apparent defects in the negotiations between Users.

In the event of any type of complaint or legal action against Blombô, whose facts are directly or indirectly related to the products or actions carried out by User, Seller, or Buyer, or, furthermore, due to non-compliance with the General Terms and Conditions of Use and other Blombô policies, or for the violation of any law or third-party rights, the User who caused the dispute must promptly indemnify Blombô, its employees, representatives, and attorneys, of all liability, and thus the respective User shall be fully and solely responsible for any burdens arising from said legal action, including the costs of the proceedings, expressly agreeing to immediately compensate any damages suffered by Blombô as a result of the facts caused by the respective User, further acknowledging the possibility of the application of the doctrine of denunciation of the claim, in accordance with the current legislation. This clause shall remain in force even after the termination of the contractual relationship between Blombô and the User.

Blombô shall not be held directly or subsidiarily liable for damages of any kind caused to the User as a result of the presence of viruses or other elements in the content that may cause failures or alterations on the internet, in the computer system, or files of the Users.

The authorization by Blombô of links in the advertisements published with the respective websites of its Users will not entail its responsibility, jointly or severally, for the content or services offered therein, since these are not its property (different website), and without Blombô's control.

The User is fully aware that the use of the name Blombô as a trademark, trade name, or domain name, as well as any and all content on the Site, is exclusively owned by Blombô and, therefore, protected by national legislation and relevant international treaties.

Except in legal cases, the User may not, without the express written authorization of Blombô, and, when applicable, of third parties, holders of the corresponding rights, reproduce, transform, modify, make available to the public, in whole or in part, through any form of public communication, any content or element on the Site, which is owned by Blombô or third parties.

The User expressly declares that, by posting an advertisement on Blombô's Site, he/she is the owner, or has the proper authorization from the rights holder, including, if applicable, copyright, being solely responsible for the content of his/her publications, and thus authorizes: (i) Blombô to reproduce, distribute and publicly communicate the content inserted in the advertisements published on the Site; and (ii) adopt measures (watermarks and others) that are necessary to prevent their unauthorized use by third parties.

Blombô holds, or has been licensed, all rights to images, texts, illustrations, videos, information, materials, features, computer programs, trademarks, slogans, trade names, domain names, which it may, in any way and at any time, alter the site or remove any content or feature from it.

If Blombô receives any complaints or notifications regarding what is stipulated here, it will immediately remove from the Site the published advertisement until the facts presented are duly investigated, and if confirmed, will result in the application of appropriate sanctions.

The User, when applicable, undertakes to request from the copyright holder of the product(s) advertised and published on the Site, the necessary authorizations and licenses, thereby exempting Blombô from any liability arising from the provisions of Law No. 9,610/98.

Blombô clarifies that the images contained on the Site are incorporated therein solely for the purpose of Users' visualization, having no responsibility for usage authorizations, and especially for the authenticity of the products, which are the sole responsibility of the selling User.

In the event of receiving a complaint resulting from suspected copyright infringement, or regarding the authenticity of the advertised product, Blombô reserves the right to remove from the Site the published advertisement until the facts presented are duly investigated, and if confirmed, will result in the application of appropriate sanctions.

The User further undertakes to provide to Blombô, within 48 (forty-eight) hours from the request sent to him/her, the documentation that supports his/her claims (authorizations, licenses, certificate of authenticity, and others), under penalty of the application of appropriate extrajudicial and judicial measures.

The General Terms and Conditions of Use and their acceptance by Users do not create any kind of partnership, association, and, above all, any form of legal, commercial, tax, labor, social security or other legal liability, nor alienation or succession between Blombô and the User, or even before third parties.

In the event that the Parties, at any time, do not apply the appropriate penalty for delay or breach of contractual or legal provisions, forgive an infringement committed, reduce the contractual penalty amount, or in any way, perform any acts for the benefit of the other Party, such procedures shall not be characterized as a new contractual agreement, but merely as a kindness, as a result of which no obligation shall be constituted.

The declaration of nullity or annulment of any clauses of this contract shall not affect the other provisions contained herein.

All documents referred to herein, and incorporated herein by reference, are an integral and inseparable part of these General Terms and Conditions of Use. Such documents can be consulted on the website itself by clicking on the corresponding hyperlink throughout the text.

All items in these General Terms and Conditions of Use are governed by the laws in force in the Federative Republic of Brazil.

For all matters relating to the interpretation, compliance, or any other questions related to these General Terms and Conditions of Use, the parties choose the Forum of the City of São Paulo - SP, to the exclusion of any other, however privileged it may be, except for complaints filed by Users who fall within the legal concept of consumers, who may file such complaints in the forum of their domicile.

All notifications and notices related to these General Terms and Conditions of Use must be made in writing, addressed and/or delivered to the Parties at their email addresses, at their physical addresses, or at another address that one of the Parties may communicate to the other, at any time during the term of the contractual relationship.