By this instrument, the person identified and qualified in the Registration, who/which is an integral part of this Agreement (“USER”), and the “PARTNER”, TE ENVIEI INTERMEDIAÇÃO DE NEGÓCIOS LTDA., enrolled with the CNPJ (National Register of Legal Entities) under No. 12.667.919/0001-12, agree to these Terms of Use of the Platform (“Agreement”) under the terms and conditions below.

The services related to electronic payment solutions, management and custody of funds and other financial services are provided in partnership with FLAGSHIP INSTITUIÇÃO DE PAGAMENTO LTDA., enrolled with the CNPJ under No. 23.114.447/0001-97, with principal place of business at Rua Cardeal Arcoverde, No. 2,365, suite 12, Pinheiros – São Paulo / SP, Zip Code 05.407-003 (“Payment Institution”). 

By electronically accepting this Agreement, clicking on “Agree and Continue”, the USER will automatically adhere and agree to the terms and conditions of this Agreement and the Privacy Policy.

The use of the System or any Feature will be construed as their full acceptance of this Agreement.

The Platform may also be used for Suppliers/Providers to offer products and services. In this case, the PARTNER will act as a simple mediator, providing technology to bring the Suppliers/Providers and the USER closer together.

The PARTNER may collect, store and share the USER’s Personal Data whenever there is a need for the PARTNER in such use or when it is necessary for the provision of the Services, compliance with legal or regulatory duties imposed on the PARTNER and the Payment Institution or exercise and defense of the rights of the PARTNER, the Payment Institution or third parties.

This Agreement may be reviewed and amended from time to time, and the USER, if he/she does not agree with the amendment, may terminate it without any charges or penalties.

1. Definitions

1.1. The capitalized words and expressions in this Agreement shall have the following definitions:

“Registration”: form completed by the USER on the Platform, containing their personal data and other information necessary for accreditation to the System and creation of the Payment Account.

“Payment Account”: account owned by the USER, intended for the top up, transfer and redemption of funds, the amounts of which, converted into electronic currency, will be managed and held in custody by the Payment Institution.

“Agreement”: these Terms of Use of the Platform, which is an electronic agreement available on the PARTNER’s platform at an electronic address to be informed by the PARTNER on its website.

“Suppliers/Providers”: third parties that offer products and/or services to the USER through the Platform.

“Features”: technologies made available on the Platform, for the performance of Transactions by the USER.

“PIX”: payment arrangement established by the Central Bank of Brazil, which regulates the provision of payment services related to instant payment Transactions within the scope of the arrangement.

“Platform”: website made available by the PARTNER at its electronic address or app for mobile devices (if any), all of which under the responsibility of and owned by the PARTNER, made available to the USER for the use of the Features and the performance of Transactions.

“Privacy Policy”: policy available on the PARTNER’s website at its electronic address, which is an integral part of this Agreement and which provides for the collection, use, storage, processing, sharing, protection and deletion of the USER’s information, as a result of the use of the System.

“Third-Party Services”: products and services available to the USER on the Platform, and which will be provided by accredited Suppliers/Providers.

“System”: services related to the opening of a Payment Account and performance of Transactions by the USER, including the provision of information and statements through the Platform.

“Transaction”: operation in which the USER performs the transaction of their Payment Account, topping up, transferring or redeeming funds, through the available payment methods.

“USER” or “you”: a legal entity or individual who/which, by adhering to this Agreement, is entitled to perform Transactions through the System.

2. Purpose

2.1. This Agreement regulates the provision of technology services, by the PARTNER, individually or through the Payment Institution, for: (i) registration and accreditation of the USER to the System; (ii) creation of a Payment Account, entitling the USER to perform Transactions for topping up, transferring and redeeming funds; and (iii) management and custody of the funds held in the Payment Account owned by the USER.

2.1.1. In addition, the services provided include the provision of technology, as a simple mediator, so that the USER may contract Third-Party Services.

2.2. Through the Platform, the USER may: (i) top up and redeem the funds available in the Payment Account; (ii) check the balance and statement of transactions related to the Payment Account; (iii) make transfers between USERS who/which hold a Payment Account; (iv) make a transfer order to other accounts, owned by you or by third parties (via TED (Electronic Funds Transfer) or DOC (Credit Transfer Document)); (v) make instant payments via QRCode, if available; (vi) issue bank-issued invoices; (vii) make payments of bank-issued invoices and utility bills; (viii) make prepaid services top-ups, including, but not limited to, landline/mobile phone, public transportation, app stores, among others, if available; (ix) make withdrawals at ATMs, subject to availability; (xi) request the issuance of a prepaid card, subject to availability; (x) make instant payments via PIX; and (xi) use other available Features.

2.2.1. The Features available on the Platform may, at any time and without prior notice, be deleted, amended, modified or adjusted for the hours of availability of the services in accordance with the rules of the Platform.

2.3. The services will be provided remotely, through the license to use the Features made available to the USER on the Platform.

2.4. In consideration for the use of the System, performance of Transactions and other services provided, the USER shall pay the fees established in this Agreement, according to the values available for consultation on the Platform and/or on the PARTNER’s website. You may find a list of all fees associated with using the System, which include (i) fee for each Transaction made on the System; (ii) fee for withdrawal; (iii) fee for inactivity of the Payment Account; (iv) fee for the transfer of funds to a third party’s checking account (if available); and (v) additional fees for other services to be contracted, cumulatively with the other fees. The PARTNER reserves the right to modify the fees at its sole discretion and will provide information on any modifications of such fees in accordance with applicable law.

2.4.1. The contracting of specific services provided by Providers (as available on the Platform) will be established in specific contractual instruments.

2.5. The Payment Institution and the PARTNER, under its sole responsibility, may subcontract third parties or enter into partnerships for the provision of part of the services that are part of the System, being responsible for such act.

2.6. By virtue of this Agreement, the non-interruption and speed of the System and/or the Platform is not guaranteed, which may present unavailability, slowness and processing errors, including for an indefinite period of time, in cases of preventive or corrective maintenance, operation failures, system errors, failures of other service providers and acts of God or force majeure events.

2.6.1. The PARTNER shall not be responsible for: (i) intermittency or unavailability of the internet connection adopted by the USER; (ii) technical incapacity of the mobile device or operating system; (iii) unavailability of the Platform in the app store or internet browser used by the USER; and/or (iv) activities of persons not authorized to use the Systems or the Platform.

2.6.2. The USER also assumes sole and full responsibility for the security of the computer, operating system and/or app used by them to access their payment account. Likewise, the security of the internet connection is also the sole responsibility of the USER who/which shall pay for all technical measures aimed at preventing third parties and unauthorized persons from having access to their payment account.

2.6.3. The USER’s access to their respective payment account will occur from the use of the data registered by them as a “login” on the PARTNER’s Platform. The USER hereby agrees to keep the respective data confidential and not to disclose it to any third party.

2.6.4. It is the responsibility of the USER to adopt all necessary preventive measures to prevent third parties from using the Service proposed herein on their behalf, except, if necessary, their employees, agents and other persons duly authorized by the USER. However, the USER remains responsible for any and all transactions, since they will always be performed from their login, which is personal and non-transferable.

2.7. Confidentiality. The PARTNER will disclose information to third parties about you, your Payment Account, the Services you use or the transfers and Transactions you make:

i. Where it is necessary or useful to complete the Transactions;

ii. To verify the existence and condition of your Payment Account for third parties, such as an e-commerce;

iii. To comply with a court order or other legal or administrative requirements;

iv. If you give the PARTNER your written permission;

v. To the PARTNER’s employees, auditors, affiliates, agents, suppliers/providers, service providers or attorneys, as necessary;

vi. In order to prevent, investigate or report potential illegal activities;

vii. For legitimate business purposes, including to issue authorizations for transactions in your Payment Account;

viii. As described in our Privacy Statement;

ix. As permitted by applicable law; or

x. As set forth in this Agreement or as necessary to perform our obligations under this Agreement.

2.8. CUSTOMER SERVICE CONTACT INFORMATION:

Toll-free customer service number: 0800 707 9330.

If you contact the PARTNER via Customer Service, you understand that the PARTNER may need certain information from you to investigate your complaint, such as: (i) your name, phone number and/or other identifying information from your Payment Account; (ii) an explanation of why you believe there has been an error; (iii) the amount involved, when known; and (iv) when you believe the error has occurred, if possible. 

2.9. Telephone Conversations and Electronic Communications. The USER understands and agrees that the PARTNER may record and monitor any telephone or electronic communication with the USER. The PARTNER does not consent to the recording of telephone conversations of third parties or the USER. The USER acknowledges and understands that not all telephone or electronic communications are recorded by the PARTNER, and the PARTNER does not guarantee that the recordings of any particular telephone or electronic communication will be retained or can be retrieved. The USER also acknowledges and agrees that the PARTNER may maintain and retain records of all information, activities and communications related to the USER’s Payment Account and the use of the Services, including the services provided by third parties through the Platform.

b. Oral Authorization. The USER agrees that the PARTNER shall have the right to act in accordance with any oral instructions given by the USER, provided that the PARTNER reasonably believes that such instruction was actually given by the USER or the USER’s authorized agent.

3. System Accreditation

3.1. Accreditation to the System will be carried out by the USER’s adherence to this Agreement, which will be effected (i) by completing the Registration; and (ii) by the electronic acceptance expressly stated on the Platform.

3.2. For use of the System, the USER must complete the Registration, providing their personal data and information that may be requested on the Platform, being, at least:

(a) For individuals, the following shall be provided: full name and valid and active CPF (Individual Taxpayer’s Register) number; and

(b) For legal entities, the following shall be provided: corporate name, valid and active CNPJ number, and the information indicated above for its representatives or authorized agents.

3.2.1. The Payment Institution may limit the use of the System, according to the amount and number of Transactions.

3.2.2. Whenever necessary, including to enable the use of the System to perform Transactions in amounts and numbers within the limits established, the PARTNER may request that the USER provide additional information to that indicated in the Registration, as well as may, at any time and at its sole discretion, request copies of documents to verify the truthfulness of the information provided by the USER.

3.2.3. In the event of incorrect, incomplete or untrue data provided by the USER, or if the USER refuses or omits to promptly send the requested information and documents in a satisfactory manner, the Payment Institution may block access to the System and prevent the use of the Features until there is complete legalization, without prejudice to other measures set forth in this Instrument and without the USER being entitled to any type of indemnification or reimbursement. In the same sense, if the Payment Institution or the PARTNER finds that there are restrictions regarding the USER’s economic and financial condition and/or credit, without justification of the latter.

3.2.4. The USER authorizes the performance of searches, in public or private databases, with the purpose of verifying the truthfulness of the data and information indicated in the Registration.

3.3. The USER is civilly and criminally responsible for the truthfulness of the information provided, including before third parties, and is required to keep their data up to date.

3.3.1. The PARTNER and the Payment Institution shall not be responsible for any errors or non-provision of the services that are part of the System if the USER provides inaccurate, untrue or outdated information or data, and any loss resulting from such errors in the performance of their transactions shall be their sole responsibility.

3.4. The USER, when completing the Registration or first accessing the System, shall register a login and a password to use the Features and perform the Transactions.

3.4.1. The login and password are for personal, sole and non-transferable use by the USER who/which shall keep them confidential and not allow their access by third parties.

3.4.2. The USER, as a legal entity, undertakes to only give access to the login and password to its legal representatives, partners, managers and/or agents with powers to enter into legal transactions on its behalf; being responsible, before the PARTNER, other USERS, the Payment Institution and third parties, for all acts and business performed and conducted through the use of the System.

3.4.3. The USER shall provide a valid email for communication with the PARTNER; provided that any communication or notice sent to the USER by email will be considered valid and effective between the Parties. Accordingly, the USER declares that they agree to receive communications from the PARTNER regarding the services provided.

3.4.3.1. All communications, notices, legal disclosures and other materials relating to your Payment Account or this Agreement, including account statements, notices, disclosures, regulatory communications and other information, documents, data, and records relating to your Payment Account (the “Communications”), or an alert that such Communication has been posted on the Platform and is available for consultation, may be sent to you at the mailing address of your Payment Account or at the email address you provided when opening your Payment Account or updated, as the case may be, at least ten (10) days prior to delivery, and all communications sent, whether written or otherwise, will be deemed delivered to you personally when sent, whether received or not.

3.5. For use of the services, the USER, among other obligations set forth in this Agreement, must be: (i) an individual, over eighteen (18) years old and have a valid and legal registration with the Brazilian Federal Revenue Office; or (ii) a duly incorporated legal entity, with principal place of business or office in Brazil and have a valid and legal registration with the Brazilian Federal Revenue Office.

3.5.1. Due to the nature of the services provided, the PARTNER is not in a position to verify the civil capacity and legality of the USER; therefore, it will not be responsible for any damages that may be caused due to the non-observance of the conditions indicated above.

3.6. It is forbidden to use the System and perform the Transactions for the execution of business: (i) considered illegal, under the terms of Brazilian Law; (ii) that are in violation of the National Financial System and the rules of the Central Bank of Brazil and of Financial Institutions, acquirers and credit and debit card brands and issuers; (iii) considered as financial crimes, with the purpose of money laundering, terrorist financing and corruption, among other related crimes, even if indirectly; (iv) that do not represent a regular legal transaction and are intended to commit fraud; or (v) that, in any way, may cause damage to the PARTNER, the Payment Institution, other USERS or third parties.

3.7. Transactions with indications or suspicions of fraud will be subject to non-processing or cancellation, even if performed in connivance or not by the USER.

3.8. The Payment Institution may suspend access to the Features and stop performing Transactions through the System whenever it identifies or understands that the USER’s activity or nature of the Transactions violates any provision of this Agreement or current Law; and may subject the USER to the cancellation of their accreditation and immediate exclusion from the System, regardless of any prior notice, not generating any type of indemnification or reimbursement to the USER.

4. Payment Account

4.1. By registering on the Platform and adhering to this Agreement, the USER agrees to the opening of an individual and exclusive Payment Account, of their sole ownership, which may be operated through the Features.

4.1.1. The USER’s accreditation and the opening of the Payment Account will occur after the approval of the Registration made on the Platform, even if: (i) there is no prior contribution of funds; and (ii) no Transaction is performed on the System.

4.2. The payment account will be topped up by one of the means available in the System, freely chosen by the USER, including:

1. Payment of a bank-issued invoice, by the USER(s) themselves – or third parties on behalf of the USER – with unique identification that allows the top-up of the amount paid into the Payment Account;
2. Bank transfer made by the USER – or third parties on behalf of the USER – by means of TEF (Electronic Transfer of Funds), DOC or TED operations, if available;
3. Receipt through transfers made by other USERS, within the scope of the System; and
4. Receipt of funds in the Payment Account due to instant payments made via PIX.

4.2.1. If the PARTNER provides the Features necessary to perform instant payment Transactions via PIX, the obligations and conditions set forth in the Exhibit – Instant Payments, which is an integral part of this Agreement, will apply; which the USER shall fully observe and comply with.

4.2.2. The Payment Institution may, at any time, restrict or exclude one of the available top-up methods, or stipulate other ways for the USER to top up the Payment Account, upon amendment of this Agreement and availability through the Features.

4.2.3. With the top-up of the Payment Account, by one of the authorized methods, the funds will be available in the System within one (1) business day counted from the actual receipt of the funds by the Payment Institution; and it is possible for the USER, from then on, to perform the Transactions through the Features.

4.3. The USER declares to be aware that the bank-issued invoices will indicate the Payment Institution as the payee, which, after receiving the funds, will top up the Payment Account.

4.3.1. The USER may generate a bank-issued invoice through the PARTNER’s Platform for the sole purpose of topping up the Payment Account.

4.3.2. At the time of payment of a bank invoice issued through the Platform, the USER must:

1. Check if all fields (amount, due date and payee/drawee) have been completed properly and if they correspond to the contracted product and/or service;
2. Review the bank-issued invoice to make sure there are no Portuguese errors or formatting flaws;
3. Verify that the bank-issued invoice was sent and/or received in accordance with the established standard;
4. Review the barcode in order to confirm that it is fully completed, without gaps or flaws;
5. If possible, the USER shall, at the time of payment of the bank-issued invoice, opt for the automatic scanning of the barcode;
6. Validate the first three (3) digits of the barcode that correspond to the number of the respective Institution that issued the bank invoice, whose clearing number may be consulted on Febraban’s website;
7. Check if the logo printed on the bank-issued invoice matches the issuing Institution;
8. Check if the final digits of the barcode correspond to the amount of the bank-issued invoice; and
9. Confirm the assignor’s CNPJ; the payee’s branch and account number; the payee’s data and address; the amount; and due date.

4.3.3. Without prejudice to all the obligations listed above, at the time of payment, the USER shall also check all the data contained in the confirmation screen/pre-operation statement before making the payment of the bank-issued invoice.

4.3.4. In case of suspicion of fraud, the USER will not make the payment of the bank-issued invoice and will immediately notify the PARTNER and/or the Payment Institution.

4.3.5. The USER declares to be aware that, in the event of fraud due to non-compliance with the above recommendations, the Payment Institution will not be deemed responsible for it.

4.3.6. The USER undertakes to exempt the Payment Institution from any and all court or out-of-court claims arising from the payment of bank-issued invoices generated through the Platform in the event of fraud.

4.4. The funds deposited in the Payment Account may be used for transfer or redemption, by one of the means available in the System, including:

1. Performance of transfer Transactions to the Payment Account of other USERS accredited by the PARTNER in the System;
2. Payment of the USER’s debts due to the purchase of products or services contracted on the Platform;
3. Payment of bank-issued invoices and utility bills;
4. Prepaid services top-up, including but not limited to, landline/mobile phone, public transportation, app stores, if available, among others;
5. Withdrawals at ATMs, subject to availability;
6. Redemption of funds, by transfer to the USER’s bank account; or, if available, to the bank account of third parties who/which are not registered in the System;
7. Prepaid card top-up, if available; and
8. Transfers of funds by instant payments, via PIX, under the terms of the Exhibit – Instant Payments.

4.4.1. The transfer of funds between Payment Accounts within the scope of the System will be carried out within one (1) business day counted from the performance of the Transaction.

4.4.2. The redemption of funds, by bank transfer, will be carried out within two (2) business days counted from the date of the request for the Transaction, observing the operation availability schedule.

4.4.3. Transactions performed through the Features will no longer be accepted by the Payment Institution when: (i) there are insufficient funds in the Payment Account; (ii) the USER fails to provide sufficient information or provides incorrect information to perform the Transaction; and/or (iii) there are indications or suspicions of fraud or wrongdoing, in accordance with the terms set forth in this Agreement and in the applicable Law.

4.5. The Payment Institution may determine limits of minimum and maximum amounts for the top-up of Payment Accounts and performance of Transactions, which may vary according to the USER’s Registration information, the type of Transaction or other criteria defined by the Payment Institution.

4.5.1. The criteria indicated above may be changed at any time by the Payment Institution, five (5) days in advance and by posting on the Platform.

4.6. The funds credited to the USER’s Payment Account will be kept in a bank account held by the Payment Institution, in a first-tier Financial Institution, and, pursuant to article 12 of Law No. 12,865/2013, (i) constitute separate assets, which are not to be confused with those of the Payment Institution; (ii) are not directly or indirectly liable for any obligation of the Payment Institution, nor may they be subject to provisional attachment, sequestration, search and seizure or any other act of judicial inhibition due to debts for which the Payment Institution is responsible; (iii) cannot be pledged as collateral for debts assumed by the Payment Institution; and (iv) do not comprise the assets of the Payment Institution, for the purpose of bankruptcy or judicial or extrajudicial liquidation.

4.7. The funds held in the Payment Account, unless expressly agreed otherwise, will not be subject to any type of increase or change, such as adjustment for inflation and interest; and there will be no payment of any compensation to the USER, regardless of the period they are deposited.

4.8. The amounts deposited in the Payment Account must be used for payments and transfers, and the Payment Institution considers them funds in transit owned by the USER.

4.8.1. The USER can make payments, contributions, withdrawals and transfers of funds to and from their Payment Account, as described in this Agreement, subject to: (i) the funds available in the payment account; (ii) the transaction limits described below; (iii) the other terms and conditions of this Agreement; and (iv) any other additional terms.

i. For security reasons, there may be limits on the number of contributions and/or transfers you can make using the Payment Account.

ii. The maximum amount of any payment of bills, purchases, withdrawals or transfer of funds from the Payment Account in one day may not exceed five thousand reais (BRL 5,000.00) – as an aggregate amount. 

iii. The increase in the aggregate amount may be requested, through the analysis of the USER’s financial capacity, when available.

4.9. The USER may not assign or encumber, on any account, the rights over the funds deposited in their Payment Account, without the prior written authorization of the Payment Institution, under penalty of ineffectiveness of the assignment.

4.10. The USER will have access to the Transactions made or pending payment by accessing the statement of their Payment Account, being able to consult in the System the balance and history of the transactions. The provision of the balance and the statement of transactions is characterized as accountability, for all legal purposes.

4.10.1. Access to the Transactions performed will only be made available every twelve (12)-month period, and the USER is responsible for controlling and filing them, including the possibility of printing the statement made available.

4.11. The USER declares to be aware that the services provided for in this Agreement are intended only to make payments and receipts in Brazilian currency, as well as assures that all funds transferred to their Payment Account will come from lawful and declared sources, exempting the PARTNER and the Payment Institution from any liability.

5. Escrow Account

5.1. The Payment Account opened as a result of this Instrument may be of the modality Escrow Account, which will have the specific purpose of enabling:

1. The receipt of funds owned by the USER, resulting from the provision of services in favor of the PARTNER;
2. The payment of obligations assumed by the USER before the PARTNER, hereby expressly authorized by the USER; and

3. The release of any excess balance to a Payment Account freely operated by the USER.

5.2. It shall be the responsibility of the PARTNER to inform the amounts and dates of payments due by the USER based on the agreements entered into between them, in order to enable: (i) the withholding of the USER’s funds; (ii) the automatic debit of the amounts due, on the respective due dates; (iii) the transfer of the PARTNER’s credit; and (iv) the release of the excess amount to the USER’s freely operated Payment Account.

5.3. The USER declares to be aware and agrees that: (i) the Escrow Account will have restricted operation; (ii) they may not perform Transactions without the prior and express authorization of the PARTNER; and (iii) the amounts may be withheld until the actual payment of your debt before the PARTNER.

5.4. In view of the nature and characteristics of the Escrow Account, the USER expressly waives any right to operate the Escrow Account without the approval of the PARTNER.

5.4.1. The USER shall check and monitor the transactions of the Escrow Account through the statements made available on the Platform, and hereby expressly authorizes all information related to transactions and statements to be provided to the PARTNER, acknowledging that this practice does not constitute a violation of the law that addresses bank secrecy.

5.4.2. In order to comply with the obligations related to the Escrow Account, the USER hereby irrevocably and irreversibly appoints the PARTNER as manager of the Escrow Account, expressly authorizing it to inform the Payment Institution or the partner company, provider of the technology, of the amounts and dates of the payments that shall be made, including any additions and late payment charges; and, granting it all the necessary powers, on their behalf, to request that the Payment Institution carry out: (i) the entering of debits in the Escrow Account; (ii) the withholding of funds owned by them; (iii) the transfer of funds to the PARTNER; and (iv) the release of the excess balance, after the express approval of the PARTNER.

5.4.3. If necessary, the USER may be required to grant an additional power of attorney or formalize a specific authorization.

5.4.4. Any discrepancy regarding the conditions related to the Escrow Account shall be resolved directly between the USER and the PARTNER, and the Payment Institution shall be exempt from any liability, considering that it will only provide the technology and fulfill the orders received.

5.5. If necessary, the amounts in the Escrow Account may be withheld until the discrepancy is resolved. The Payment Institution will comply with any court or arbitration order or decision, including blocking and/or transferring any amount existing in the Escrow Account, and shall, if and when possible, notify the USER and the PARTNER about the measures that have been adopted.

5.6. After the fulfillment of the obligations assumed by the USER before the PARTNER, or due to the termination of these obligations, for any reason, the USER may, at least thirty (30) days in advance, notify to the PARTNER about the intention to close the Escrow Account.

5.6.1. In the event above, the USER may, at their sole discretion, choose to close their Payment Account, subject to the provisions of this Instrument.

5.7. The closure of the Escrow Account may be requested, at any time, by the Payment Institution, upon thirty (30) days’ prior notice; provided that, within this period, the USER and the PARTNER shall nominate a new institution so that the transfer of existing resources can be made. If the nomination is not made on the scheduled date, the funds will be transferred to a freely operated Payment Account owned by the USER with the automatic closure of the Escrow Account.

6. Cancellation of Transactions

6.1. The Transactions performed between the USERS accredited in the System, through the transfer of funds in electronic currency (e-currency), will be automatically canceled whenever: (i) they have been processed incorrectly by the USER, due to erroneous information indicated by the USER at the time of the Transaction; (ii) they are refused by the USER who shall receive the funds; (iii) they are conducted in violation of the provisions of this Agreement, or (v) fraud, wrongdoing or any illegality is suspected.

6.1.1. It will not be possible to cancel Transactions performed outside the scope of the System, i.e., before the conversion of funds into e-currency or after the transfer of amounts by the Payment Institution.

6.2. The USER declares and guarantees that they will be fully responsible for the truthfulness, accuracy and conformity of the information and amounts of the business relationships related to the Transactions; being responsible, if applicable, for the quality, quantity, safety, suitability, price, time, delivery, Feature and warranties of the products or services that gave rise to the Transactions.

6.3. All claims and disputes arising from any Transactions performed within the scope of the System shall be settled directly between the USERS; so that the PARTNER and the Payment Institution will be exempt from any liability, and without prejudice to the possibility of withholding and/or offsetting funds, as provided for in this Agreement.

6.4. If excessive levels of cancelled Transactions are identified, the Payment Institution may: (i) withhold, in whole or in part, the amounts in the Payment Account, as collateral to cover potential damages; and (ii) suspend or permanently disable the USER’s access to the Platform.

7. Assumptions of Withholding and Offsetting Funds

7.1. The USER acknowledges and agrees that the Payment Institution, in accordance with the provisions of this Agreement, shall be entitled to: (i) withhold the amounts held in the USER’s Payment Account to fully guarantee any payments that are due or to safeguard itself against financial risks related to the USER’s obligations; and (ii) offset, with the amounts held in the Payment Account, the USER’s debts, of any nature.

7.2. Existing or future amounts held in the USER’s Payment Account will be withheld and offset in the following cases:

1. When there is a high level of operational or credit risk, associated with the history of Transactions performed by the USER;
2. If there are indications of illegality or risk of cancellation of the Transaction, due to complaints, Disputes or inappropriate use of the System;
3. In cases where there is illiquidity, insolvency, request for judicial or extrajudicial reorganization, request for bankruptcy, termination of activities, or any other event in which the USER’s difficulty in complying with its contractual and/or legal obligations is characterized;
4. Whenever the obligations set forth in this Agreement or in the legislation in force are not fulfilled; or
5. To comply with court or administrative orders.

7.3. If there is not enough balance to pay the debts due, the USER will be notified by the PARTNER to proceed with the immediate top-up of their Payment Account, under penalty of characterization of their arrears automatically and without the need for notice or any formality.

7.3.1. The absence or delay in the payment of any amounts due by the USER will result in the payment of a late payment penalty of two percent (2%), with adjustment for inflation by IGPM/FGV (General Market Price Index/Fundação Getulio Vargas) or another index that may replace it, and interest of one percent (1%) per month, to be calculated on the amount due.

7.3.2. The default of the USER may also lead to the immediate termination of this Agreement and the adoption of legal measures for collection of the debt, including the inclusion of the debt into credit reporting agencies.

7.4. The USER shall have a period of sixty (60) days to indicate any discrepancy or inaccuracy in relation to the amounts entered in the Payment Account, counting from the performance of the Transaction, entering of the debit or offset. After this period, the USER will no longer be able to complain about the entries made, granting full and definitive discharge.

8. Redemption of Funds and Closure of Payment Account

8.1. The USER may, at any time, provided that they have sufficient balance, as the case may be, to pay the withdrawal fee, the applicable bank fees and any debts incurred under this Agreement, make the full redemption of the funds held in the Payment Account, as well as close it, upon request to the PARTNER through the System. To request the closure of their Payment Account, the USER shall: (i) withdraw the available funds; (ii) request the transfer of available funds to another account at the Payment Institution itself or at another institution; or (iii) request that the funds be made available to them for later withdrawal in kind. If the USER has (i) a Pix key linked to the Payment Account, it is recommended that the USER request their de-accreditation before requesting the closure of the Payment Account; and (ii) a pending transaction using their Payment Account as a payment method or an open dispute or claim relating to their Payment Account, they will not be able to request cancellation of the Payment Account until this situation is resolved.

8.2. The redemption of funds will be carried out at the request of the USER, through the transfer of the net amount in Brazilian currency, according to the forms established for the use of the funds held in the Payment Account or, alternatively, through international remittance with incurrence of the applicable fees, when the service is available.

8.3. If available, the USER may also request that the credit arising from the Transactions be transferred to the checking account of third parties, on account and order of the USER.

8.4. The USER is responsible for the accuracy of the data provided about the bank account, held by the USER or by third parties (if available); exempting the PARTNER and the Payment Institution from any responsibility for transfers made due to inaccurate information that may be provided by the USER.

8.4.1. If it is not possible to redeem funds due to illegality in the bank account indicated, the respective amounts will remain withheld and will be kept in the Payment Account until legalization by the USER, without the incurrence of any charges or penalties.

8.5. When resulting from a technical and/or operational failure in the System or in the banking system, the Payment Institution may, without incurring any charges or penalties, exceed, within one (1) business day, the period established for redeeming the Payment Account.

8.6. In the event that the date scheduled for the redemption of funds is considered a holiday or a bank non-working day, the payment will be made on the first (1^st) subsequent business day.

8.7. The non-use of the Payment Account, defined as the absence of any use for a period of six (6) months, may lead to the charging of a fee for the reimbursement of maintenance expenses, which will be deducted from the existing balance in the Payment Account. Internal transactions will not be considered as use of the account. The USER may consult the list of all fees associated with the use of the System on the PARTNER’s website.

8.8. From the moment the USER does not have a balance in their account for more than six (6) months, their Payment Account may be closed regardless of prior notice.

8.9. If the Payment Institution requests the closure of the account and there is no manifestation within the said period, according to the rules of the Payment Institution for the USER to transfer the funds as contained in the Notice, the balance available in the Payment Account will be used to deduct the amounts from the maintenance of the Account Closure Fee.

9. Compensation

9.1. In consideration for the provision of the services of technology that are part of the System, custody and management of funds in the Payment Account, and license to use the Features, the USER shall pay to the PARTNER or the Payment Institution (as applicable) the fixed or percentage fees levied on each Transaction performed.

9.2. The USER shall pay: (i) fee for each Transaction made on the System; (ii) fee for withdrawal; (iii) fee for inactivity of the Payment Account; (iv) fee for the transfer of funds to a third party’s checking account (if available); (v) additional fees for other services to be contracted, cumulatively with the other fees; (vi) account maintenance fee; or (vii) account closure fee.

9.2.1. The value of the fees is available for consultation by the USER at the time of the Transaction on the Platform and/or on the PARTNER’s website. You can find a list of all fees associated with using the System, which include (i) a fee for each Transaction made on the System; (ii) fee for withdrawal; (iii) fee for inactivity of the Payment Account; (iv) fee for the transfer of funds to a third party’s checking account (if available); and (v) additional fees for other services to be contracted, cumulatively with the other fees. The PARTNER reserves the right to modify the fees at its sole discretion and will provide information on any modifications of such fees in accordance with applicable law.

9.3. The values of the fees charged vary according to the nature of each Transaction and are always available for consultation by the USER on the Platform or upon request through the available service channels.

9.4. For the collection of fees, including for additional services that may be contracted by the USER, the Payment Institution may, alternatively: (i) enter debits in the Payment Account; or (ii) offset the amount of the debts with any other credits, whether current or future, due to the USER.

9.4.1. If there are not enough funds to pay the fees, the PARTNER will request the USER to immediately credit the funds in their Payment Account. As soon as there are funds in the Payment Account, the amounts will be debited automatically and without prior notice.

9.4.2. Without prejudice to the suspension of the services provided through the System, if the USER fails to credit their Payment Account, the late payment charges stipulated in this Agreement will be incurred.

9.5. The PARTNER or the Payment Institution (as applicable) may adjust or change the value of the fees charged, informing the USER in advance, via email or prior disclosure on the Platform.

9.5.1. If the USER does not agree with the new compensation conditions, they may terminate this Agreement, without incurring any charges or penalties. Failure to terminate will be interpreted as consent to the new values of the fees charged.

9.5.2. If new taxes are created or the conditions for calculating and/or charging taxes levied on the current compensation are changed, the PARTNER or the Payment Institution (as applicable), upon ten (10) days’ prior notice, will automatically readjust the amounts charged in order to reestablish the economic and financial balance.

9.6. The Payment Institution may institute other types of compensation, including on additional services that may be agreed upon in its own contractual instruments, upon ten (10) days’ prior notice to the USER.

9.7. The PARTNER may also charge fees and other forms of compensation for the services it may provide to the USER, by means of a specific charge.

9.8. After accreditation in the System, the USER may, at any time, request the cancellation of their membership and closure of their Payment Account, upon thirty (30) days’ prior formal notice to the PARTNER.

9.9. The PARTNER and/or the Payment Institution may, at any time, request the cancellation of the USER’s Payment Account, upon thirty (30) days’ prior formal notice to the address indicated in the registration.

10. Term and Termination

10.1. This Agreement is entered into for an indefinite period of time and comes into force from the date of its acceptance by the USER.

10.2. This Agreement shall be terminated, at any time, upon thirty (30) days’ notice by either Party.

10.2.1. Except as to the cases below, the termination of this Agreement will take place without the incurrence of any charges or penalties; except for outstanding obligations that shall be duly fulfilled for the necessary period.

10.3. There will be an immediate termination with cause of this Agreement, in the event of: (i) adjudication of bankruptcy, request for judicial or extrajudicial reorganization or termination of the activities of any of the Parties, at the sole discretion of the other Party; or (ii) failure to comply with any obligation set forth in this Agreement that is not remedied within the stipulated period or, in the event of omission, within ten (10) days counted from the date of notice.

10.4. In the event that the termination of the Agreement occurs due to the fault of the USER, it is hereby established that their access to the Platform and the System will be immediately blocked, with the suspension of their Payment Account and withholding of the USER’s credits for the period necessary so that the rights of the PARTNER, the Payment Institution, other USERS and third parties can be safeguarded; without prejudice to the adoption of other necessary legal measures and the determination and compensation of any additional damages.

10.5. Exclusively in the event that FLAGSHIP ceases to provide the PARTNER with services of technology related to payment solutions by electronic means, management and custody of funds, and other financial services, the USER hereby irrevocably and irreversibly appoints and constitutes the PARTNER as its true and lawful attorney-in-fact, under the terms of article 653, et. seq., of the Civil Code, to, on their behalf and on their account and order: 

(i) make a request for the closure of their Payment Account with the Payment Institution;

(ii) request the opening of a new Payment Account or bank account held by them in another institution that will provide the payment services, using their registration information and documents; and 

(iii) request the transfer of any funds held in custody in their Payment Account held with FLAGSHIP to their new Payment Account or bank account opened under the terms of item (ii) above.

9.5.1. The authorization granted under the terms above may be revoked by you at any time through the PARTNER’s service channels.

11. Additional Responsibilities of the USER

11.1. The taxes levied on the provision of services are the sole responsibility of the USER, and the PARTNER or the Payment Institution (as applicable) may deduct the respective amounts from the USER’s credits.

11.2. The bank transfer of funds, payment of bank-issued invoice, among other operations, may be subject to the collection of fees or charges, according to the criteria and values established by the Financial Institutions; provided that the PARTNER does not have any interference with the amounts charged to the USER.

11.3. The USER acknowledges and agrees that the performance of Transactions through the System is subject to the application of current legislation, including anti-money laundering, anti-corruption and counter-terrorist; and the transfer of the amounts of the Transactions is subject to strict compliance with the applicable legislation.

11.4. In order to use the Features and access the System, the USER shall have equipment (computer, smartphone, tablet or other similar devices) with internet access and in compatible conditions for its use, and the USER is solely responsible for obtaining, maintaining and paying for such access and the necessary equipment (including taxes, charges or fees charged by service providers). The PARTNER and the Payment Institution will not be responsible for the non-performance of the Transaction due to the incompatibility of the equipment or internet access absence or failure.

11.5. The USER undertakes to exempt the PARTNER and the Payment Institution from any and all court or out-of-court claims or disputes arising from the use of the System, including with regard to the USER’s own activities and issues related to the legal transactions entered into by the USER outside the System.

11.6. The USER undertakes to reimburse the PARTNER and the Payment Institution for all amounts proven to have been spent in lawsuits or administrative proceedings that have been filed against the PARTNER or the Payment Institution due to the non-compliance with any obligations attributable to the USER.

11.6.1. The Payment Institution may withhold the credits to be paid to the USER and offset them for the payment of debts arising from administrative complaints, investigations by relevant authorities and agencies, convictions, procedural costs and expenses, in addition to attorneys’ fees.

11.7. The PARTNER and the Payment Institution have a Privacy Policy that indicates how the USER’s information will be collected, used, stored, processed, shared, disclosed and protected. The USER must carefully read the Privacy Policy, which is an integral part of this Agreement.

11.7.1. The PARTNER and the Payment Institution will adopt all necessary measures and use appropriate technologies to protect the collection, processing and storage of the USER’s information; however, they cannot ensure that unauthorized third parties use fraudulent means for theft, misuse, modification or unauthorized access to the USER’s information.

12. License of Use and Intellectual Property of Features

12.1. The PARTNER, as a licensee, authorizes the use by the USER of the Features that are part of the System, during the term of this Agreement, under the terms and conditions established herein.

12.2. The USER acknowledges and agrees that the intellectual property of the Features is fully and solely owned by the PARTNER, as a licensee.

12.2.1. It is forbidden for the USER to: (i) copy or transfer in any way, in whole or in part, any Features or information related to the Features; (ii) modify the characteristics of the Features or embedded them with other systems or software; (iii) copy the data extracted from the System, except for those related to the transactions of the Payment Account.

12.3. The USER undertakes not to violate any rights related to trademarks, patents, software, internet domains, industrial secrets or, even, industrial property rights or copyrights of any services or Features made available under this Agreement, as well as not to use the name, brand, logo or any type of distinctive sign of the PARTNER or its partners, without prior written consent.

13. Third-Party Services

13.1. The Payment Institution and the PARTNER, as applicable, may enter into partnerships with Suppliers/Providers, enabling the USER to contract various services and products available on the Platform.

13.2. With regard to Third-Party Services, the Payment Institution and the PARTNER are simple mediators of the relationship between the USER and the Provider since the technology available on the Platform is intended to bring the parties closer together.

13.2.1. Information about the Suppliers/Providers, their products and services will be made available on the Platform;

13.2.2. For the use of Third-Party Services, the USER may or may not be directed to a website or other platform. In addition, the Providers may require new information, documents and/or data related to the USER.

13.3. As it is a mediation activity, the Payment Institution and the PARTNER do not have any interference with the conditions, prices and provision of the Third-Party Services, including the contract conditions, request for documents and other relevant acts. Providers shall be solely responsible for all matters relating to the Third-Party Services offered on the Platform.

13.3.1. The Payment Institution and the PARTNER may not, under any circumstances, be held responsible for any claims arising from the contracting of Third-Party Services, and it is the USER’s responsibility to directly contact the Provider responsible for their provision.

13.3.2. The Provider shall be solely responsible for all information disclosed on the Platform about the Third-Party Services, including the images, their characteristics and respective prices, as well as for the quality, existence, quantity, security, delivery and guarantee of what is promised; so that the Payment Institution does not exercise any control or supervision and will not have any responsibility for the Third-Party Services and/or the truthfulness of the information made available on the Platform.

13.3.3. In addition, the Payment Institution and the PARTNER are not responsible for the suitability, technical-operational and financial capacity of the Providers, acting only as a simple mediator of their relationship with the USER.

14. General Provisions

14.1.1. The USER declares to be aware and agrees that, regardless of where they are using the services that are part of the System, the relationship between the Parties will always be governed by the Brazilian Law.

14.2. The USER expressly authorizes the PARTNER to use the information, even if related to their Registration, Payment Account, checking account and Transactions performed in the System, to form a database, preserving the individuality and identification of each USER.

14.3. The USER hereby authorizes the PARTNER and the Payment Institution to verify and exchange registration, credit and/or financial information about them, at the national level, with financial entities or credit reporting agencies, including to consult credit risk systems about any debts under the USER’s responsibilities and to provide the aforementioned agency with information on registration data and credit information, provided that the authorization described herein also applies to the sharing of data and services within the scope of the Open Finance system.

14.4. Under the terms of the applicable Law and the Privacy Policy, the USER hereby agrees and is aware that the PARTNER or any of its partners may send messages of an informative or advertising nature.

14.5. The Payment Institution will assist and cooperate with any judicial authority, regulator or public agency that may request information, in which case it may provide any information about the USER in relation to their registration and use of the Platform.

14.6. Compliance with the Law. You agree that your use of the Platform, Website, Payment Account, and any other aspect of the Services, does not violate: (a) any law, including, without limitation, laws relating to money laundering, illegal gambling activities, human trafficking, support for terrorist activities or fraud; and/or (b) this Agreement.

14.7. Assignment. The PARTNER and the Payment Institution may assign this Agreement and/or the provision of any specific services to any financial or payment institution that is part of the PARTNER’s economic group, at any time, without their prior consent.

14.8. Force Majeure. Notwithstanding anything to the contrary, neither the PARTNER nor its affiliates or suppliers/providers shall be liable for any delay or failure in performance resulting from causes beyond their reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, pandemics, epidemics, strikes or shortages of means of transportation, fuel, energy, labor or materials.

14.9. Notices. Where the PARTNER requires you to provide an email address, you will be responsible for providing the PARTNER with your most current email address. If the last email address you provided to PARTNER is not valid or, for any reason, it is not able to send you any notices required/permitted by the Agreement, the sending of the email containing such notice by the Partner will nevertheless constitute effective notice.

14.10. Choice of Language. It is the express wish of the parties that the Agreement and all related documents be drafted in Portuguese. The Portuguese version of this Agreement controls whether there is an inconsistency between the Portuguese and other language versions of this Agreement.

14.11. The Parties elect the Courts of the City of São Paulo / SP as the ones having jurisdiction to settle the issues arising from this Agreement, to the express exclusion of any other, no matter how privileged it may be.

Version updated on February 27, 2024.

EXHIBIT – INSTANT PAYMENTS

This exhibit (“Exhibit”) is an integral and inseparable part of the Terms of Use of the Platform (“Instrument”) and aims to establish the conditions for the USER to perform Instant Payment Transactions, within the scope of the PIX.

1. Purpose

1.1. The purpose of this Exhibit is the provision of Instant Payment Services, by the Payment Institution, to enable the USER to perform Instant Payment Transactions, within the scope of the PIX payment arrangement (“Instant Payments”).

1.2. The Instant Payment Services will allow the USER to perform transactions of transfer or receipt of funds, for twenty-four (24) hours a day and every day of the year, through Instant Payments within the scope of the PIX.

1.3. Instant Payments will be made through the PIX payment arrangement, established by BACEN, the rules and conditions of which the USER declares to be aware of and accept.

1.4. The Payment Institution, as a Payment Service Provider (“PSP”), will enable the USER who/which intends to make Instant Payments to choose one of the available means for sending or making information available in advance, namely: (i) PIX Key; (ii) Dynamic QR Code; (iii) Static QR Code; and (iv) Payment Transaction Initiation Service, if available.

1.4.1. “Pix Key” means information related to the holder of a Payment Account that allows obtaining the information stored in the Directory of Transactional Account Identifiers (“DICT”) about the receiving USER and their Payment Account, in order to facilitate the process of initiating Transactions by the paying USER and to mitigate the risk of fraud within the scope of the PIX.

1.4.2. “Dynamic QR Code” means a two-dimensional barcode, capable of carrying a greater amount of information when compared to traditional barcodes, generated by the receiving USER, to initiate one or more Instant Payments within the scope of the PIX, whose Transaction information is outside the QR Code coding and which presents an extensive list of features that can be set up by the receiving USER.

1.4.3. “Static QR Code” means a two-dimensional barcode, capable of carrying a greater amount of information when compared to traditional barcodes, generated by the receiving USER, to initiate one or more Instant Payments within the scope of the PIX, whose payment transaction information is within the QR Code coding and which has few features that can be set up by the receiving USER.

1.4.4. “Payment Transaction Initiation Service” means a service that enables the initiation of the instruction of a payment transaction, ordered by the end USER, in relation to a prepaid payment account.

1.5. The USER may receive Instant Payments via PIX, using one of the means indicated above.

1.6. The USER may also register their individual PIX Keys, directly with the Payment Institution, in order to simplify their identification and facilitate the Instant Payments via PIX.

1.6.1. The USER may register the PIX Keys, according to the limit stipulated by BACEN (Central Bank of Brazil) (i.e., up to five (5) keys for individuals and twenty (20) keys for legal entities), which will be identified by: (i) CPF/CNPJ number; (ii) mobile phone number; (iii) email address; or (iv) random key (sequence of letters and numbers randomly generated by BACEN).

1.6.2. The USER’s PIX Keys may, upon seven (7) days’ prior notice and after confirmation by the USER, be ported to the identification of the Payment Account or bank account with another Payment or Banking Institution.

1.6.3. In addition, the USER may claim possession of a PIX Key linked to the account of another USER, upon making a duly justified request accompanied by the documentation that proves the claim. The claim request will be analyzed by BACEN within fourteen (14) days.

1.7. The performance of Instant Payment Transactions may lead to the charging of an additional Fee, in a value previously informed; subject to the conditions established by BACEN for payment exemption.

1.8. Transfers via PIX will have limits of amounts established by BACEN; or by the Payment Institution, according to its risk criteria. The Payment Institution may, at any time, reduce these limits, if it deems it appropriate.

2. Declarations and Authorizations of the USER

2.1. The USER declares to be aware that, under the terms of the PIX regulation and other rules established by BACEN:

1. The Payment Institution will be responsible for performing the Instant Payment Transactions, by transmitting the data to the service provider responsible for the settlement within the scope of the PIX;
2. Instant Payment Transactions may only be performed if funds are available in the Payment Account;
3. The settlement of Transactions for the transfer, receipt or return of Instant Payments, the registration or claim of PIX Keys and other services related to PIX will be provided by the Payment Institution, as an indirect participant in PIX and DICT;
4. The systems of PIX and/or of the service provider responsible for the settlement may be unavailable in certain periods, regardless of prior notice, including in case of scheduled maintenance (carried out between 8:00 p.m. and 8:00 a.m.), making it impossible to perform Transactions.

2.2. In order to perform Instant Payment Transactions, return of Transactions and registration of PIX Keys, the USER hereby expresses their express consent, for the purpose of collecting, processing and transmitting information, to the service provider that will be responsible for settling the Transactions and performing other necessary acts before PIX, including access to PIX Keys in the DICT database.

2.3. The USER authorizes the Payment Institution to make returns within the scope of the Special Return Mechanism, established by BACEN for cases in which there is a well-founded suspicion of the use of PIX for fraud and in those in which there is an operational failure in the information technology system of any of the participants involved in the transaction.

2.3.1. The authorization granted covers the possibility of freezing the funds held in the payment account, in one or more installments, until the total amount of the transaction is reached, and other measures necessary to comply with the Special Return Mechanism within the scope of the PIX.

3. USER OBLIGATIONS AND PENALTIES

3.1. The Agreement will be terminated in the event of a violation committed by the PARTNER or the USER, which involves fraud, wrongdoing or improper use of the PIX arrangement.

3.1.1. The USER is aware and agrees that the “PIX” trademark (“PIX Trademark”) is owned by BACEN, does not grant to the USER any right of ownership or other benefit related to the trademark and must be used under the strict terms authorized by the latter, both in accordance with the PIX regulation and with the trademark manual, and it is forbidden to advertise the PIX Trademark in a dimension smaller than the trademarks, symbols or logos of the other accepted Payment Instruments, thus, they may request from the Payment Institution the appropriate artwork for the use of the PIX Trademark. It is also forbidden to give the impression that PIX has a more restricted or less advantageous acceptance compared to other accepted Payment Instruments.

3.1.2. The USER may also not: (i) claim any rights over the PIX Trademark; (ii) question BACEN’s ownership of the PIX Trademark; (iii) register or attempt to register a corporate name, trade name, logo or any internet domain name containing reference to the PIX Trademark; (iv) associate the PIX Trademark with any products not related to the PIX arrangement; (v) use the PIX Trademark beyond the limits provided for in the PIX regulation and respective manuals established by the BACEN; nor (vi) use the PIX Trademark in such a way as to cause damage to BACEN or to the PIX arrangement.

3.2. The USER or the PARTNER shall immediately notify the Payment Institution, through the email of the Platform’s communication channels, whenever they become aware of improper use, attempted copy or violation of the rights arising from the PIX Trademark.

3.3. The Payment Institution may, at any time and at its sole discretion, amend this Exhibit. Any amendments to this Exhibit will be informed through the Payment Institution’s communication channels to the PARTNER, which will be responsible for notifying the USER through its channels. By continuing to perform Instant Payment Transactions through PIX, the USER agrees to the amendments.

3.4. The USER declares to be aware that, under the terms of the PIX regulation and other rules established by BACEN, the systems of PIX and/or of the service provider responsible for settlement may be unavailable in certain periods, regardless of prior notice, including in case of scheduled maintenance (carried out between 8:00 p.m. and 8:00 a.m.), making it impossible to perform Transactions.

4. RETURNS

4.1.1. The PAYING USER may request the return of Instant Payments, provided that: (i) the recipient has sufficient funds in their payment account; and (ii) is made within ninety (90) days counted from the date on which the transaction was performed, and multiple partial returns are allowed until the total amount of the Transaction is reached.

4.1.2. The PAYING USER shall make all communications directly with the PARTNER; undertaking to forward all the necessary information, such as: return request, reason, amount and other information.

4.2. The USER is aware that the return of an Instant Payment, except for the return requested by the Special Return Mechanism, must be initiated by the receiving USER(s) themselves or at the request of the paying USER.

4.3. In cases where there is a well-founded suspicion of the use of PIX for fraud and in those where there is an operational failure in the information technology system of any of the participants involved in the Transaction, the return must occur through the Special Return Mechanism.

4.3.1. The use of the Special Return Mechanism is expressly forbidden for returns arising from the legal transaction underlying the Transaction and for those whose amount has been allocated to a third party in good faith.

4.3.2. Returns under the scope of the Special Return Mechanism may be initiated on the receiving PSP’s own initiative if the allegedly fraudulent conduct or operational failure has occurred in its systems, or after a precautionary block, if it is assessed that the transaction has a well-founded suspicion of fraud; or at the request of the PAYING USER’s Payment Service Provider, through the DICT, if the allegedly fraudulent conduct or operational failure has occurred within the scope of this participant’s systems.

4.4. Whenever there is a well-founded suspicion of the use of PIX for fraud, the PAYING USER may request a notice of violation, through the PARTNER. After prior request from the PARTNER, this notice shall be formalized by the PSP in the DICT.

4.4.1. The notice of violation may or may not be related to a return, and the Payment Institution is responsible for its analysis and notice. If it is related to a return, the notice may be opened within ninety (90) days of the Transaction being made and will be analyzed within up to seven (7) days.

4.5. Returns through the Special Return Mechanism depend on the prior and express authorization of the RECEIVING USER and must include the possibility of freezing the funds held in the transactional account, in one or more installments, until the total amount of the Transaction is reached.

4.5.1. The authorization above may be granted by the RECEIVING USER directly to the Payment Institution or to the PARTNER.

4.6. If the return is requested, through the Special Return Mechanism, the PARTNER will be responsible for promptly notifying the RECEIVING USER about the freezing of the funds in their transactional account and the completion of the return.

4.7. The RECEIVING USER may request the cancellation of the return within thirty (30) days counting from the notice.

4.8. The PARTNER shall be solely responsible for any damages caused to the USER, resulting from the incorrect submission of information to the Payment Service Provider (“PSP”), in this case the Payment Institution, for all purposes.

5. TERMINATION OF SERVICES

5.1. This Exhibit may be terminated if the Payment Institution chooses to stop providing the Instant Payment Services to the PARTNER or if the PARTNER chooses to stop using such services.

5.1.1. The termination of this Exhibit does not imply the termination of the Instrument, but the termination of the Instrument will imply the automatic termination of this Exhibit.

5.1.2. The USER will be notified, at least thirty (30) days in advance, that the Instant Payment Services can no longer be accessed through the PARTNER and that the USER may choose to: (i) request the deletion of the PIX Keys, if they no longer wish to use the PIX; or (ii) contact another financial or payment institution and request the portability of their PIX Keys to such institution so that they can continue using the PIX.

5.1.3. Failure to adopt the measures indicated above, within the stipulated period, will result in the automatic cancellation of the Pix Keys linked to the Payment Institution.

5.2. The Agreement and this Exhibit will be terminated, immediately and by operation of law, if fraud or illegalities are found when making Instant Payments or using the PIX Keys.

6. GENERAL PROVISIONS

6.1. All the conditions set forth in the Instrument fully apply to this Exhibit, except when this Exhibit stipulates more specific obligations.

Version updated on February 27, 2024.

FLAGSHIP INSTITUIÇÃO DE PAGAMENTO LTDA.

This Term of Use of the Prepaid Card is attached to (“Exhibit”) and an integral part of the Terms and Conditions of Use of the “PARTNER”’s Platform (“Instrument”) and aims to establish the conditions for using the Prepaid Card by the USER.

When using the Prepaid Card, the USER automatically agrees with all the rules of this Exhibit, being fully responsible for any and all acts performed.

All terms, conditions, limits and responsibilities set forth in the Terms and Conditions for Opening a Payment Account, which was expressly accepted by the USER before requesting a Prepaid Card, fully apply to this Exhibit.

If the USER does not agree with any of the terms and conditions set forth below, he/she/it must not use the Prepaid Card.

The services related to the Prepaid Card will be provided by the “PARTNER”, in partnership with the “Payment Institution”, already qualified in the Agreement to which this instrument is attached, and by BIZ TECNOLOGIA EM MEIOS DE PAGAMENTO LTDA., a business company with its principal place of business at Avenida São Gabriel, No. 555, 7th Floor, suite 704, Jardim Paulista, Zip Code 01435-001, in the City of São Paulo, State of São Paulo, enrolled with the National Register of Legal Entities (CNPJ) under No. 07.155.434/0001-00 (“Issuer”).

1. Definitions

1.1. Without prejudice to the definitions given in the Instrument and which also apply to this Exhibit, the words below, when used in the singular or plural form, will have the following meanings:

“Brand”: the payment arrangement established by Visa, licensor of the trademark and responsible for the systems that allow the issue of the Prepaid Card and accreditation of the Merchants.

“Chargeback”: is the chargeback procedure through which the USER declares not to recognize an expense made with his/her/its Prepaid Card.

“Merchant”: any supplier/provider of products and/or services that is entitled to accept payments with the Prepaid Card, in Brazil and/or abroad, in physical stores or through the Internet.

2. Purpose

2.1. By this Exhibit, the USER acquires the physical Prepaid Card, linked to the Payment Account that will be opened with the Issuer, allowing the USER to acquire goods and services from the Merchants affiliated to the Brand indicated on the respective card.

2.2. The term for sending the Prepaid Card will be informed on the Platform and through the PARTNER’s service channels.

2.3. Once the issue of the Prepaid Card is approved, the USER, as a Visa Card holder, will enjoy the benefits granted by Visa and its partners.

3. Accreditation

3.1. To acquire the Prepaid Card, the USER shall be accredited to the PARTNER.

3.2. By adopting this Exhibit, the USER agrees to the opening of a new individual and exclusive Payment Account, of his/her/its sole ownership, with the Issuer.

3.3. If, after the issue of the Prepaid Card, the PARTNER, the Payment Institution and the Issuer find that the USER has provided false, incomplete, wrong, erroneous, misleading information, or, even, that does not allow the identification of the USER’s identity, they may (i) request clarifications and additional documentation that they deem necessary to properly prove the information provided and to validate the registration, and may, even, refuse to validate any registration, at their sole discretion, or (ii) automatically exclude his/her/its registration, suspend or cancel the Prepaid Card.

3.4. The PARTNER, the Payment Institution and the Issuer will not be responsible for the misuse of the Prepaid Card by third parties, as well as for any direct or indirect damage resulting from the misuse or inability to use the Prepaid Card by the USER or by any third parties, provided that, in the event of evidence or indications of irregular, inappropriate or suspicious use of the Prepaid Card, the USER may have his/her/its registration immediately suspended or cancelled, without prejudice to other legal and contractual penalties.

4. Use of the Prepaid Card

4.1. After the approval of its accreditation with the PARTNER and the Issuer, the USER may carry out payment transactions using the Prepaid Card, provided that there is a balance available, among which:

(a) Purchases at Merchants: the USER may make purchases at any Merchants that is a supplier/provider of products and/or services and that are entitled to accept payments with his/her/its Prepaid Card, in Brazil and/or abroad, in physical stores or through the Internet; and

(b) Withdrawal: withdrawal of funds from authorized electronic terminals using the Prepaid Card. In this case, additional fees may be charged by the companies managing these terminals.

4.2. As soon as the USER receives the Prepaid Card, he/she/it will be responsible for checking his/her/its data, provided that the Prepaid Card will be delivered locked, as a security measure, and the unlocking shall be carried out through the service channels indicated on the Platform.

4.3. The USER shall pay attention to the Visa payment arrangement regulations, which has specific terms and conditions for its use.

4.4. The USER is solely responsible for the use and custody of his/her/its Prepaid Card. It is recommended that the USER: (i) keeps his/her/its Prepaid Card in a safe place, never allowing its use by third parties; (ii) memorizes its password and keeps it confidential, avoiding writing down or keeping the password on physical or digital media; and (iii) never writes down or keeps the password with his/her/its Prepaid Card; and also (iv) does not use passwords related to dates or other personal references of him/her/it and that the USER routinely changes his/her/its password as a security measure.

4.5. In case of loss, misplacement, theft or robbery of the Prepaid Card, the USER must immediately contact one of the service channels indicated on the Prepaid Card or on the PARTNER’s Platform, available twenty-four (24) hours a day, seven (7) days a week. After the contact, the use and access to the Prepaid Card may be temporarily locked, until the USER receives a new card.

4.5.1. With the cancellation of the locked card, a new Prepaid Card will be issued to the USER and will be delivered within the previously informed deadlines. Additional fees may be charged for issuing the new Prepaid Card, which will be automatically deducted from the USER’s Payment Account.

4.6. The PARTNER, the Payment Institution and/or the Issuer are not responsible for the payment transactions carried out by the holders of the Prepaid Card, since they are not part of any purchase and sale operation with the Merchants.

5. Chargeback

5.1. If the USER does not recognize an operation made with his/her/its Prepaid Card or has problems with ATM withdrawals, he/she/it shall contact the service channels within a maximum period of ninety (90) days and follow the guidelines for carrying out the Chargeback procedure oriented by the Card issuer itself.

5.1.1. The procedure and documentation required for the Chargeback will follow the rules established by the Brand and the Issuer, so that the recognition of the Chargeback will depend on the submission of documents and clarifications that demonstrate the authenticity and lawfulness of the business that gave rise to the transaction, without any fault or intent on the part of the USER.

5.1.2. If the Chargeback is accepted, the amount will be credited to the USER’s Payment Account, within the period established by the Issuer. If the Chargeback is not recognized, the payment or withdrawal transaction will be maintained.

5.2. The USER is aware and agrees that the Chargeback procedure will only occur for payment transactions made using the Prepaid Card for online purchases or without a gift card.

5.2.1. Chargeback procedures will not be accepted for transactions using the Payment Accounts, which have been carried out using a physical card, in which the chip was inserted and the USER’s password was entered.

6. Cancellation of the Card

6.1. The USER may, at any time, request the cancellation of his/her/its Prepaid Card, upon request made through the PARTNER’s service channels.

6.2. In addition to the cancellation provisions established in the Instrument, the PARTNER may lock the USER’s Prepaid Card in the following cases:

(a) If the USER violates any of the provisions of this Exhibit or of the Instruments;

(b) If non-standard usage payment transactions are verified and the USER fails to meet a request to send documents or information to prove their regularity; or

(c) In case of death or insolvency of the USER.

7. Use of Personal Data

7.1. The USER is aware that their personal data will be treated in accordance with current legislation and the determinations of regulatory/supervisory bodies on the protection of personal data, in particular Law No. 13,709/2018 (General Law on the Protection of Personal Data).

7.2. The USER is aware that their personal data will only be processed to achieve the purposes described in the object of this Annex, that is, the acquisition of a physical prepaid card described in item 2.1 and under the terms of the Privacy Policy.

7.3. The USER is aware that their personal data will be shared between the “Parties” and may also be shared with third party companies that provide services to perform services related to the execution of this contract or the management of the relationship, such as, for example, companies that provide software or provide outsourced billing services.

7.3.1. The USER’s personal data will only be shared by third-party companies that fully comply with the Privacy Policy, data protection laws and other confidentiality and security measures.

8. General Provisions

8.1. This Exhibit may be amended, at any time, in order to reflect any changes to the use of the Prepaid Card, upon notice to the USER. If the USER does not agree with the new terms, he/she/it may reject them and cancel the Prepaid Card.

8.2. If the USER uses the Prepaid Card after the amendment of this Exhibit, it is understood that he/she/it agrees with all the changes made.

8.3. The USER hereby agrees that the PARTNER, the Payment Institution and the Issuer communicate to the Central Bank of Brazil, the Council for Financial Activities Control or other bodies that the legislation so provides the operations that may be set up in Law No. 9,613/98 (which provides for crimes of laundering or concealment of assets, rights and amounts) and in other legal provisions relevant to the matter.

These Terms of Use apply to your use of the Western Union digital applications (for clarity, digital applications includes the mobile application available for download) (the “App”). By using the App, you are deemed to have read and agreed to be bound by these Terms of Use. This App is provided by Te Enviei Intermediação de Negócios Ltda, a Western Union company  and references to “we”, “us” and “our” are references to Western Union.IT IS IMPORTANT THAT YOU READ AND UNDERSTAND THESE TERMS OF USE. BY USING THE APP YOU INDICATE THAT YOU ACCEPT THESE TERMS OF USE. IF YOU HAVE DOWNLOADED THE APP AND DO NOT AGREE TO THESE TERMS THEN IMMEDIATELY REMOVE THE APP FROM YOUR DIGITAL DEVICE. FURTHERMORE, IF YOU WISH, YOU MAY REMOVE YOUR ACCEPTANCE TO THE TERMS OF USE AT ANYTIME BY UNINSTALLING THE APP. YOU READ, UNDERSTAND AND ACCEPT THAT THESE APP TERMS OF USE MAY BY MODIFIED AT ANYTIME. WE MAY MAKE CHANGES TO THESE TERMS OF USE AND IF WE DO SO, WE WILL POST AN UPDATED VERSION ON THE APP. WE RECOMMEND THAT YOU CHECK THE APP TO REVIEW THE CURRENT VERSION OF THESE TERMS OF USE FROM TIME TO TIME. YOU READ, UNDERSTAND AND ACCEPT THAT YOUR CONTINUED USE OF THE APP SHALL BE DEEMED TO CONSTITUTE YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED TERMS OF USE. 1. App Purpose and Services:  the App is made available to you for the purpose of providing you with information and offering the international money service of Western Union, the services of payment account in partnership with Te Enviei Intermediação de Negócios Ltda. and the payment institution Flagship Instituição de Pagamento Ltda. (“the Services”). Any Service made available to you  through the App is subject to your acceptance of the terms and conditions specific to such Service (the “Service Terms and Conditions”), which contains the continuance of these Terms of Use. In the event of any inconsistency between these Terms of Use and the applicable Service Terms and Conditions, the Service Terms and Conditions shall prevail, but only to the extent of such inconsistency. This App is currently only intended and available for use by customers of Western Union. Depending on the features available on the App in your country you may not be able to use the App or certain Services until you have registered or logged into the App. You read, understand and accept that we can refuse to allow you to use and/or restrict your use of the App at any time. 2. Minors: the App is not intended to be used by, and is not marketed or directed towards, any person under the age of majority in your country. 3. Privacy:  our Privacy Statement, which you can access through the App, describes how we collect, use and disclose personal information. Certain functionality of the App may need to access your computer, mobile phone, tablet or other digital device (the “Device”) and information stored on it so that it works properly. You understand and accept that by using the App you consent to this. 4. License:   Western Union grants you a limited, non-exclusive, free of royalties, personal, non-transferable, non-sub-licensable and revocable right and license to access, view, use and print the information and documentation made available on the App, for your personal, non-commercial and informational use only. Except for the limited licenses and rights expressly granted to you herein, these Terms of Use do not grant you any other right or license in or under any patent, trademark, copyright, or other intellectual property or proprietary right of Western Union. You understand and accept that this license may be terminated by Western Union at any time for any reason. 5. Content:  the App may include images, text, works and other content and data that are owned by third parties (“Third Party Content”). You understand and agree that all of the terms  of these Terms of Use apply to your access to and use of any Third Party Content and you further agree to comply with any terms and conditions that are specific to the Third Party Content. You understand and accept that the Third Party Content is not part of the responsibility of Western Union.  All content and data made available through the App, is owned solely and exclusively by us and/or third parties. You may not: (a) publish, publicly perform or display, or communicate to the public or otherwise distribute to any third party any of its content; (b) market, sell, re-sell or make commercial use of the App or any of its content; (c) systematically collect from or make derivative uses of the App or of its content. You understand and accept that by making any information, data or content available to us on or through the App, including by contacting us, or by providing comments or ideas about our Services or the App, you grant us a non-exclusive, transferable, sub-licensable, irrevocable, royalty-free, perpetual, worldwide license to store, use, copy reproduce, modify, adapt, edit, translate, publish, perform and display any such content, without any payment or restriction. You understand and accept that you are solely responsible and liable for any content you make available on or through the App or that is made available using your App account. 6. Intellectual Property:   the Western Union name and logo, and all names logos related to the App or Services are either trademarks or registered trademarks of the company (or its affiliates, suppliers, partner businesses or licensors, as applicable). You acknowledge that the App, the Services and any underlying technology used in connection with the Services contain intellectual property and proprietary information. You may not use, reproduce, distribute, modify or create derivative works of, publicly display (including by framing any content), or commercially exploit any part of the App or Services, or aforementioned registered or unregistered trademarks, intellectual property or proprietary information except as necessary to view the content therein and to create a reasonable number of copies of portions of such content (without modification) for your personal, non-commercial use. In addition, all page headers, custom graphics, button icons, and scripts are service marks and/or trademarks of Western Union. You may not use, reproduce, distribute, modify or create derivative works of them without our prior written consent.  All right, title and interest in and to the App, any content thereon, the Services, the technology used in connection with the Services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of Western Union (or its affiliates, suppliers, partner businesses or licensors, as applicable). 7. Use Restrictions  You understand and agree that when using the App you will not: (a) permit any other person to use the App for their benefit; (b) interfere with or circumvent any copyright or other technical protection mechanism or reverse engineer, decompile, disassemble, or otherwise in any manner deconstruct all or any part of the App or any software or technology or content forming part thereof; (c) take any action or use any program or device that may result in or is intended to interfere with the operation and functioning of the App or to shut down, overload or overwhelm the Website; (d) copy, republish or redistribute any part of the App, including by caching, framing or similar means; (e) send it to anyone else or copy or modify any part of it in any way; or (f) attempt to extract any source code from the App, disassemble it or make any derivative versions, or attempt to interrupt or decipher the transmissions between the App and our systems.  In addition, you must not use the App for any of the following purposes: (i) anything unlawful or illegal or which is fraudulent or malicious or which promotes any criminal activity or provides information about the same; (ii) anything which is defamatory, harassing or threatening or which otherwise infringes or violates the rights of others. This includes any information that you may add or upload to the App;  (iii) interfering in any way with any other user of the App; and/or  (iv) knowingly introducing viruses or other malicious or harmful material or using it in connection with unsolicited communications. 8. Charges and Minimum system requirements:   you understand and accept that you may be charged by your service provider for downloading and/or accessing the App on your Device. These charges may include, among others, data roaming charges if you do this outside your home territory. You understand and accept that all these charges are solely your responsibility. If you do not pay the bills for your Device then we assume that you have the permission from the person that does before incurring any of these charges. We will not charge a separate fee for accessing the App, but you understand and accept that you may be charged fees for using the Services that may be offered through the App. Western Union will prominently disclose any fees charged for such Services prior to you being charged. The App will only work on compatible Devices and operating systems and certain functionality will only work if your Device is connected to the internet. Some features may also only be available with certain operating systems. 9. Use of Cookies  You understand and agree that Western Union may monitor and review your use of the App and Services, and may use “cookies”, “log files” and your “browsing data” in accordance with the Privacy Statement. 10. Support:   we may in our sole discretion provide you with troubleshooting support concerning your use of the App and any Services, but you understand and accept that Western Union are under no obligation to do so. 11. The App and Services are provided “as is” and “as available” You understand and agree that the App and its content and the Services are provided on an “as is” and “as available” basis and, except to the extent expressly provided for under applicable law, the we expressly disclaim all representations or warranties or conditions of any kind or nature whatsoever, whether express or implied, and whether arising by statute or otherwise in law, from a course of dealing or usage of trade, including without limitation, any implied warranties or conditions, any condition or warranty of merchantability, title or non-infringement of third parties rights and any condition or warranty of fitness for a particular purpose. 12. Links:  we may provide links on the App to other existing resources, including those operated by third parties. These links are provided for your convenience and you understand and accept that we are not responsible for the availability of such websites or resources not operated by Western Union. We do not endorse or accept responsibility for the content of such external websites or resources. Your access and viewing of any third party websites or resources is conducted at your own risk. 13. Limitation of Liability:  except to the extent prohibited by applicable law, Western Union and its affiliates, and each of their respective directors, officers, employees, consultants and agents will not be liable for any direct, indirect, incidental, special or consequential damages or any loss that results from the use of, or the inability to use, the App or the Services, or for any loss or transmission of any confidential or sensitive data or information. 14. Indemnity:   you agree to defend, indemnify, and hold harmless Western Union and its affiliates from and against any claims, actions, demands, losses, liabilities, damages, costs and expenses suffered from your breach of these Terms of Use.  

The international money services made available through the App are offered in Brazil through Western Union Corretora de Câmbio S.A., an authorized representative in the country of Western Union, authorized by the Central Bank of Brazil under number 28996. Rua Iguatemi, nº 151, 9º Andar, Itaim Bibi, São Paulo,CEP 01451-011,CNPJ 13.728.156/0001-35. SAC: 08007079330. Hearing and speech impaired: 08006007799. Ombudsman: 0800-600-7744. The payment account is offered by Flagship Instituição de Pagamento Ltda.