Terms and Conditions - Primefy

1. Introduction and Definitions

1.1 This document is an agreement between you, whether as an individual or legally recognized entity ("Consumer"), whether as an individual or legally recognized entity ("Brazilian Merchant"), or as a legally recognized entity abroad ("Foreign Merchant"), and Primefy Serviços e Tecnologia Ltda, a company registered in Brazil under number 33.363.041/0001-00, and Primefy Serviços Financeiros Ltda, a company registered in Brazil under number 51.734.074/0001-92, both headquartered at Rua Procópio Domingos Alexandre, 201, Room 02, SC, CEP 89037-360, Brazil ("Primefy"). This agreement, known as the Terms and Conditions for Payments ("Terms"), along with other policies established by Primefy, sets out the terms and conditions under which you can use our services.

By electronically accepting this Term, you, whether as a Consumer, Brazilian Merchant, or Foreign Merchant, automatically agree to adhere to and agree with the conditions of this Term and the Privacy Policy, and expressly authorize Primefy to carry out and receive local or international payments due to transactions performed.

Primefy provides overseas payment services, acting as a facilitator in international transactions. Primefy can execute: (i) remittance of funds from the Consumer to Foreign Merchants to make payments for international transactions; and (ii) receipt of funds for payment to the Consumer of amounts owed by Foreign Merchants.

The services will be provided by Primefy according to the value of the products and/or services purchased or marketed by the Consumer. Primefy will provide International Payment services for international transactions up to the amount of US$ 10,000.00 (ten thousand US dollars) or its equivalent in other currencies.

Primefy is not responsible for any issues involving the relationship between the Consumer and Brazilian Merchants or Foreign Merchants, as the services provided under this Term are limited to performing Local Payments and International Payments, respectively.

This Term may be reviewed and amended periodically, including due to changes in regulations issued by the Central Bank of Brazil or other regulatory bodies.

1.2 By using our Services, you agree to be bound by these Terms and Conditions. If you do not agree with these Terms and Conditions, you may not access or use our Services.

2. Definitions

For the purposes of these Terms and Conditions, the following terms shall have the following meanings:

• Automatic Anticipation: Refers to the automatic advancement of amounts from credit sales, such as those resulting from installment purchases on a card, when a specific plan is contracted.
• On-Demand Anticipation: Refers to the advancement of amounts from credit sales, such as those resulting from installment purchases on a card, carried out manually and punctually when requested by the Merchant.
• API: Application Programming Interface, is a predefined set of actions of software used by applications that wish to use the service of that software.
• Payment Arrangement: A set of rules and procedures related to payment services. Such rules are defined by the institution establishing the payment arrangement, which has the prerogative to determine and organize the rules and procedures to be followed by a group of individuals or legal entities that are part of it, including acquirers, electronic money issuers, post-paid payment instrument issuers, partners, financial institutions, service providers, suppliers, among others, who, using appropriate operational technology and equipment, perform the operations of capture, routing, transmission, processing, and financial settlement of transactions. The activities carried out through the Payment Arrangement by its participants constitute a set of interconnected services that enable the administration of payments through transactions.
• BACEN: Central Bank of Brazil.
• BCB: Central Bank of Brazil.
• Boleto: A billing instrument that, when issued by the Consumer for receipt through the Account, will be operationalized by Partner Institutions.
• Chargeback: A request for the cancellation of an online purchase made by credit or debit card made by the cardholder to the card administrator. It occurs when the cardholder does not recognize a purchase or when the transaction does not comply with the regulations provided by the card administrators.
• Pix Key: Information stored in the DICT about the payer or receiver of instant payment transactions and their corresponding transaction account, which may correspond to the following information: mobile phone number, email address, CPF registration number, CNPJ registration number, and/or random sequence of letters and numbers.
• Merchant: Entity operating within or outside Brazil using Primefy's Services.
• Brazilian Merchant: Merchant operating within Brazil using Primefy's Services.
• Foreign Merchant: Merchant operating outside Brazil using Primefy's Services.
• Account: Refers to the prepaid payment account owned by the Primefy User created by the Consumer to access and use the Services and used to carry out transactions.
• Transitory Account: Account used to receive and send funds during a transaction before being transferred to the final account.
• International Contract: Any contract or agreement entered into between the Consumer and a foreign entity.
• Consumer: Individual or legal entity that has created an Account and is using the Services.
• CMN: National Monetary Council.
• COAF: Financial Activities Control Council.
• Dashboard: Visual panel that presents, in a centralized and exclusive manner for each Client, a set of information about the payment transactions operated by Primefy's payment gateway.
• D+: Day of payment confirmation plus a certain number of calendar days.
• DICT: Directory of Transactional Account Identifiers, which consists of the Pix component that stores Pix Keys.
• Exchange Bank: Entity authorized to carry out foreign exchange operations, such as the conversion of foreign currency into national currency and vice versa.
• Institutions: Financial entities, including but not limited to banks and exchange companies, involved in providing the Services.
• KYC: Know Your Client, means the set of practices to be defined by Primefy and partner Institutions for user identification and information analysis.
• MED: Special Return Mechanism of Pix.
• Foreign Currency: Any currency other than the National Currency.
• National Currency: The official currency of Brazil, the Real.
• Onboarding: Set of procedures aimed at providing support for the adaptation of recent Clients to the payment facilitation services offered by Primefy.
• Payment Order: Instruction given by the Consumer to Primefy to make a payment.
• Remittance Order: Instruction given by the Consumer to Primefy to transfer funds to an account in a financial institution.
• International Payments: Transactions carried out in Foreign Currency or between accounts located in different countries.
• Pix: Payment arrangement established by the BCB, which disciplines the provision of instant payment services.
• PLD: Set of procedures and mechanisms to be used by the Bank for money laundering prevention and combating terrorism financing, in compliance with Law No. 9.613/98 and BCB Circular No. 3.978/20.
• PSP: Payment Service Provider, which may be Primefy itself or a Bank, acting as an indirect participant in Pix and providing instant payment services within the Pix framework.
• Applicable Regulation: Circulars, Circular Letters, Resolutions, Normative Instructions, Manuals, including the Pix Regulation and any other regulations and documents made available or to be made available by BCB or CMN related to the flows, conditions, fines, obligations, and other requirements related to the execution of Transactions via Pix or other contracted payment methods.
• Withdrawal: Operations of withdrawal and/or transfer of amounts.
• Services: All financial services and solutions provided by Primefy, including but not limited to payment processing, intermediation services, recurring payments, international money transfers, and anti-fraud solutions.
• Payment Split: Functionality integrated into Primefy's services, whereby Primefy operates the division of amounts on the same platform for more than one participant in the payment operation.
• SPI: Instant Payments System, established by the BCB, to enable Transactions within the Pix framework.
• Fees: Any fees or charges that the Consumer is required to pay in connection with the use of the Services, as detailed in Section 12 of these Terms and Conditions.
• TED: Available Electronic Transfer.
• Transaction: Any operation carried out by the Consumer using the Services, including but not limited to payments, money transfers, and refund requests.

3. Acceptance of Terms

3.1. Automatic Adhesion: By accessing, registering, or using Primefy's Services, including but not limited to making payments, transfers, and other financial transactions through our payment channels, the Consumer automatically agrees to these Terms and Conditions and our Privacy Policy. Adherence to these Terms and Conditions is mandatory for all Consumers who wish to access or use the Services.

3.2. Confirmation of Reading: The Consumer declares and guarantees that they have read, understood, and agree to be bound by these Terms and Conditions before using the Services. The Consumer also agrees to review these Terms and Conditions periodically to be aware of any changes, which will take effect immediately upon publication on our website or platform.

3.3. Authorization to Use Information: By accepting these Terms and Conditions, the Consumer expressly authorizes Primefy to collect, process, and use their personal, financial, and transaction information, as detailed in our Privacy Policy. This authorization is for the use of such information for the provision of Services, for legal compliance purposes, for improving the Services, and for communication with the Consumer.

3.4. Electronic Acceptance: By electronically accepting these Terms and Conditions, the Consumer is automatically adhering to and agreeing to be bound by all the conditions set forth herein, as well as any additional policies or terms provided by Primefy from time to time.

3.5. Term Duration: These Terms and Conditions will come into effect from the moment the Consumer starts using the Services and will remain in effect until the Consumer closes their account or stops using our Services, unless terminated earlier in accordance with the provisions of these Terms and Conditions.

3.6. Communications: By accepting these Terms and Conditions, the Consumer agrees that Primefy and its partners may send informational or advertising messages, in accordance with the terms established in our Privacy Policy. The Consumer has the right to opt-out of receiving such communications at any time by following the instructions provided in each communication.

3.7. Changes to the Terms: Primefy reserves the right to modify these Terms and Conditions at any time, at its sole discretion. If we make changes to these Terms, we will notify the Consumer by posting the revised Terms on our website or platform and/or through other communication channels. Continued use of the Services after the posting of such changes will constitute the Consumer's acceptance of the changes.

4. Crossborder Payments at Primefy

4.1. Primefy provides International Payment services to the Consumer, enabling the execution of financial transactions resulting from International Contracts established with Foreign Merchants. These services are provided through: (a) Partnership with Exchange Companies for the conversion of National Currency into Foreign Currency, allowing the execution of a Remittance Order to the Foreign Merchant; and/or (b) Partnership with Exchange Companies for the conversion of Foreign Currency into National Currency, allowing the receipt of an Ingress Order sent to the Consumer by the Foreign Merchant.

4.1.1. By this Term, the Consumer expressly consents and authorizes Primefy to carry out foreign exchange operations to execute Payment Orders on their behalf, to or from the Foreign Merchant.

4.1.2. The Consumer has the right to request, at any time, the information provided in the applicable regulations regarding the foreign exchange operations carried out by Primefy on their behalf.

4.2. Primefy will execute International Payments, depending on the value of each International Contract for Products and/or Services conducted by the Consumer, in compliance with BACEN regulations.

4.3. The International Payment services begin at the moment the Consumer adheres to this Term and will remain in effect until the Remittance Order and/or Ingress Order is executed, as applicable.

4.3.1. By accepting this Term, the Consumer authorizes Primefy to sign any documents and provide the information requested by institutions in connection with the contracted service.

4.4. The Remittance Order will be based on the value of the Products and/or Services purchased or marketed by the Consumer on the Platform, in National Currency. The Consumer must, before confirming the payment, verify if the information and values provided on the Platform are correct, including any due fees and the costs and taxes incurred.

4.4.1. If the Consumer does not agree with the information and values provided, they should not confirm the payment to be made to Primefy.

4.4.2. Primefy will retain the information related to the International Contract and the documents resulting from the Payment Order for a period of 10 (ten) years. The Consumer may, at any time, request a statement with the details of the operation, through the available service channels, with a 10 (ten) day notice.

4.5. Primefy will be responsible for establishing a partnership with the Exchange Bank, at its sole discretion, for the transfer and conversion of funds submitted to the Payment Order.

4.6. By agreeing to these Terms and Conditions, the Consumer expressly authorizes Primefy to use the services of Ebury Banco de Câmbio S.A., a Brazilian financial institution authorized by the Central Bank of Brazil (BACEN), registered under CNPJ/ME number 13.059.145/0001-00, to execute foreign exchange and/or "eFX" operations necessary for making international payments on their behalf. Primefy will act as an intermediary in such transactions, ensuring the currency conversion and compliance with applicable regulatory standards, as established in BACEN Resolution 277/22 and other current regulations. The Consumer acknowledges that Ebury Banco de Câmbio S.A. will be responsible for setting the exchange rates and executing the foreign exchange transactions, within the limits established by BACEN regulations, and agrees to the transfer of necessary information between Primefy and Ebury Banco de Câmbio S.A. for the completion of these operations.

4.7. By establishing a partnership with the Exchange Bank through Primefy, the Consumer acknowledges that: (a) The Exchange Bank is solely responsible for the price of the Foreign Currency it practices, as well as for the service fees that may be charged; (b) Primefy will use its own criteria to define the Exchange Bank responsible for each Payment Order, which may vary according to the Platform and/or the location of each Foreign Merchant; (c) Primefy is not responsible for any failures, interruptions, and/or suspensions of services offered by the Exchange Bank, which may result in the non-execution of the Payment Order of a specific transaction to the extent not conflicting directly with 7.1; (d) The Consumer's Personal Information will be provided to the Exchange Bank, to the extent necessary to complete the Payment Order; (e) The entire contracting process may occur in the name of the Consumer, according to applicable regulations; and (f) The Exchange Bank may, for any reason, refuse to execute a specific Payment Order, without any compensation or penalty due to the Consumer resulting from this cancellation.

4.8. Primefy will establish partnerships only with Exchange Companies authorized to operate and perform international transfer and exchange activities in Brazilian territory, in accordance with BACEN regulations and current legislation.

4.9. The partnership with the Exchange Bank will occur only when the Consumer's funds are available to Primefy.

4.10. Each Payment Order will be executed according to the maximum amount allowed by current regulations.

4.10.1. The established limit may be changed by Primefy at any time, by law, BACEN regulation, or by its own criteria.

4.11. The Remittance Order to the Foreign Merchant will be executed in Foreign Currency and will be subject to the operating rules, legislation, and timeframes practiced in the country where the Foreign Merchant is located.

4.12. The Ingress Order will be executed based on the value in Foreign Currency received from the Foreign Merchant, according to the exchange rate determined by the Exchange Bank. The Consumer must confirm if the values are correct before confirming the receipt.

4.13. The Payment Order may not be accepted by Primefy when: (i) the Consumer provides incomplete or incorrect Personal Information; (ii) the Exchange Bank or any other third parties involved (including national and foreign public agencies), for any reason, prevent the execution of the Payment Order; and/or (iii) there are indications of fraud or suspicion or illicit act, according to the provisions of this Term and current legislation.

5. Account

5.1. Primefy will use authorized and independent institutions to provide its Services in accordance with BACEN standards.

5.2. Operations of receiving, transferring, and withdrawing funds through the use of Pix performed through the Account must observe the following: (a) The User must inform the Pix Key(s) they are interested in, among the options of CPF, CNPJ, phone, email, or random key; (b) Primefy will register the User's Pix Key in the DICT, before the BCB, to enable the use of Pix by the User; (c) The technical-operational conditions applicable to Pix flows must respect the rules of the Institutions, as well as the Pix Regulation and all norms and manuals related to it and issued by the BCB. (d) The partner Institutions will, as an indirect participant of Pix, process payment and fund transfer transactions made using Pix before the Account; (e) The SPI and DICT may be unavailable at certain times, without prior notice, making it impossible to carry out Transactions and register Pix Keys; (f) Transactions may have value limits and schedules established by the partner Institution or other PSPs, by the risk criteria established by each PSP, the partner Institution, or by the Applicable Regulation. (g) Special Refund Mechanism (MED) - The Merchant is responsible for chargebacks, disputes, and MEDs eventually performed on the account, being obliged to reimburse Primefy and the partner Institution, the PSP, consumers, and/or third parties in these cases; - Primefy and partner Institutions are authorized to block and return any disputed amounts from the balances existing in the accounts to the paying institution, including under the MED, in one or more installments, until reaching the total amount of the transaction or until the deadline stipulated by the BCB; - If a high number of disputes and MEDs are identified in the user's account, Primefy and partner Institutions may retain all or part of the existing or future amounts to cover possible damages, due to the risks associated with the account holder's conduct. Once this analysis is completed, any pending amounts will be released, without prejudice to the suspension or cancellation of the account. If the Merchant initiates a request for MED, they must provide justification and evidence necessary for the analysis by the PSP.

5.3. Operations of issuing and settling boleto billing and payment made through the Account must observe the following: (a) The User, when issuing the boleto, which can be paid via barcode, acknowledges that the receipt and settlement of funds from the payment of the boleto by a third party will only occur on banking business days, and if payment occurs outside these days, receipt will take place on the next banking business day; (b) The expiration date of the boleto issued by the User will be set by the User themselves, and once the expiration date has passed, payment will only be possible with a penalty and after 180 (one hundred and eighty) days from issuance, the boleto will be canceled; (c) The User declares that they will not pass on any type of charges, fees, or tariffs to the payers of the boletos issued, regardless of the reason; (d) The User will be solely responsible for any losses and damages in case of non-compliance with this obligation; (e) The technical-operational conditions applicable to the issuance and settlement of boletos must respect the business rules of Primefy and its partner Institutions.

5.4. Primefy Services and those of partner Institutions are subject to the Applicable Regulation and with the rules of the Payment Arrangements involved, and are subject to the obligations set forth in the norms of the CMN, BCB, and COAF, which may be changed by the respective regulators and institutions.

5.5. Primefy Services and those of partner Institutions may be provided by one or more freely chosen partner PSPs of Primefy and partner Institutions, such as accrediting institutions, payment institutions, acquirers, electronic money issuers, post-paid payment instrument issuers, partners, technology companies, financial institutions, service providers, suppliers, among others. In the event of unavailability of the PSP, the User authorizes Primefy and partner Institutions to operate through another available PSP.

5.6. With the acceptance of these Terms and Conditions, the Consumer expressly authorizes Primefy to create and manage, in their name, a prepaid payment account with Repasses Financeiros e Soluções Tecnológicas Instituição de Pagamento S.A., a payment institution issuer of electronic money, authorized by the Central Bank of Brazil, under CNPJ nº 40.473.435/0001-78. For account opening purposes, the Consumer authorizes Repasses Financeiros e Soluções Tecnológicas Instituição de Pagamento S.A. to: (i) share with the PSPs involved, all the Consumer's data necessary for this purpose; (ii) perform the necessary acts to provide the Consumer with all contracted functionalities; and (iii) access and receive payment resulting from the Transactions performed. This account will be used exclusively for the execution and management of financial transactions intermediated by Primefy, including, but not limited to, payments and transfers carried out under the Pix arrangements and other financial services as established in this Term. The Consumer acknowledges and agrees that all operations carried out through this account will be subject to the current regulations imposed by the Central Bank of Brazil and the operational policies of Repasses Financeiros e Soluções Tecnológicas Instituição de Pagamento S.A., ensuring compliance with applicable regulations and the security of transactions.

5.7. No remuneration will be paid to the User for the funds available in their Account, including due to the provisions in item 2.4.5 above, regardless of the period they are deposited.

5.8. Primefy is authorized to apply transactional limits to any Account, to retain values when there is suspicion of fraud, as well as to block the movement of the Account in the event of identification of suspicious, illicit operations or incompatible with the registration and user behavior information, without any need for prior notice to the User.

5.9. Primefy reserves the right to discontinue Account functionalities if they are discontinued by the Bank.

5.10. For registration and KYC purposes, Primefy and its partner Institutions will collect the data of Users and, where applicable, their representatives, administrators, and beneficiaries. Data of the holders, representatives, administrators, and final beneficiaries: (i) full name; (ii) CPF registration number; (iii) identification document; (iv) average monthly income; (v) email; (vi) date of birth; and, (vii) residential address. Data of the Legal Entity User: (i) corporate name; (ii) CNPJ registration number; (iii) headquarters address; (iv) annual revenue; and, (v) email.

5.11. The personal and biometric data collected from the holders and/or any person using the User's Account will be shared with Acesso Digital Tecnologia da Informação S.A., which will process and store such data to promote greater security in the use of identity and prevent the misuse of data. By signing these Terms, the User expresses their consent to such data sharing.

5.12. The user declares that, for the operationalization of the services subject to these terms, it is necessary for Primefy to have access to: (i) the account credentials of the user, and, when applicable, its employees, collaborators, related third parties, partners, representatives, agents, affiliates, subcontractors, and consumers, when applicable; (ii) transaction information made through the account by the user; (iii) balance information maintained in the account by the user, including amounts to be received; (iv) registration and KYC data of the user used for the opening and maintenance of the account by the user; (v) so that by accepting this term, authorizes the partner to access such information, under the terms of the LGPD, Complementary Law No. 105/2021 (Bank Secrecy Law) and other related norms. By signing these terms, the user expresses their consent to such data sharing.

5.13. Access to the information listed in the item above is granted exclusively for the purpose of operationalizing the services subject to these terms, so that Primefy will be responsible for any different use from the one provided here. Due to the authorization granted by the user, any questions regarding the access of the credentials by the partner should be directed to Primefy, and its partner institutions will not be responsible, under any circumstances, for the use of the credentials by Primefy.

5.14. By signing this instrument, the user grants their free and unequivocal consent to Primefy and its partner institutions, declaring that, under the terms of Joint Resolution No. 06, of May 23, 2023, of the BCB, such institutions may share with other financial institutions, payment institutions, and institutions authorized to operate by the BCB, data and information on indications of frauds. For this purpose, data related to the identification of the person responsible for the attempt to execute the fraud, the data of the recipient account and its holder, in cases of transfer or payment of funds, the identification of the institution responsible for registering the data and information, as well as the description of the indications of the occurrence or attempt of fraud will be shared.

5.15. The User declares that the BCB, as the institution establishing Pix, has permission to access these Terms, the documentation and information regarding the products and services provided within the scope of the Pix arrangement, the User's activities, as well as, when applicable, its employees, collaborators, related third parties, partners, representatives, agents, affiliates, subcontractors, and consumers and the corresponding documentation related to the constitutive acts, registrations, records, and licenses required by the legislation.

5.16. Partner institutions may adopt preventive and corrective measures, including, the closure of the Account, on their initiative or by determination of the BCB in cases of regulatory non-compliance.

5.17. It is expressly forbidden for the Merchant to offer and/or initiate Pix transactions to end users in their own name or allow third parties to offer and/or initiate the Pix transaction to end users, on behalf of such third parties, under the terms of article 90-A of the Pix Regulation.

5.18. The Merchant declares that it is forbidden to attribute to themselves the initiation of Pix transactions carried out through the Account, under the terms of article 90-A, paragraph II of the Pix Regulation.

5.19. The fees for the services provided may be charged through direct automatic retention in the Account subject to this clause. The User authorizes debits to be made in their Account opened through this Term, as long as its validity lasts, for the purposes set forth in this clause.

6. Transitory Account

6.1. If the Consumer enters into an International Contract for Products and/or Services with the Foreign Merchant in an amount exceeding USD 10,000.00 (ten thousand United States dollars) or its equivalent in other currencies, the Consumer is aware and authorizes Primefy to open a Transitory Account in their name. This account will facilitate the execution of the Payment Order and will be automatically closed after the execution of the Remittance Order or Ingress Order, as applicable.

6.2. Primefy may establish a maximum value for the use of the Transitory Account. This value may vary according to the Consumer's Personal Information, the payment amount, or other criteria defined by Primefy.

6.3. The funds credited to the Consumer's and/or Merchant's Transitory Account will be held in a bank account owned by Primefy at a top-tier financial institution. According to Law 12.865/2013, (i) these funds constitute a separate estate, which is not commingled with that of Primefy; (ii) they do not directly or indirectly answer for any obligation of Primefy, nor can they be subject to attachment, seizure, search and seizure, or any other act of judicial constraint due to debts of Primefy; (iii) they cannot be given as security for debts incurred by Primefy; and (iv) they do not form part of Primefy's assets for the purposes of bankruptcy or judicial or extrajudicial liquidation.

6.4. The funds held in the Transitory Account will not undergo any type of increment or change, such as monetary correction or interest. They are considered by Primefy as transit resources owned by the Consumer and/or Merchant.

7. Primefy’s Obligations

7.1. Primefy guarantees the perfect functioning of the gateway platform during the term of the contract, as well as guarantees the Merchant the confidentiality of the data trafficked through the platform, within the normal market standards for commercial operations of this kind, in terms of the Privacy Policy practiced by Primefy, as well as confidentiality clause.

7.2. Primefy commits to making available to the Merchant the necessary information to understand the support regulation, aiming for the proper functioning of the platform, as well as its Privacy Policy and Terms of Use, available on its official website www.primefy.com.

7.3. Primefy will provide the Merchant with access to the dashboard platform in the production environment.

7.4. Primefy is solely and exclusively responsible for the technological solution of payments between the payment gateway and financial operators. Any type of damage not arising from these issues will not be the responsibility of Primefy. This includes transactions with stolen or lost cards and/or chargeback transactions and cyberattacks on the Merchant's platform that may harm the regular functioning of Primefy's platform, as well as other situations provided for in the Privacy Policy.

7.5. It is Primefy's responsibility to seek information related to the business conducted between the Consumer and the Merchant to ensure that the values are processed correctly and that there is no fraud. Nevertheless, Primefy will have no liability in case of miscommunication between the Consumer and the Merchant, data entry errors, scams, frauds, and/or malicious actions by the Merchant and/or Consumer.

7.6. Primefy is not responsible for transactions completed in disagreement with its Terms and/or in non-compliance with applicable legislation and/or regulation, as well as the rules applied by the Card Brands and Acquirers.

7.7. Primefy is not responsible for any transactions between Clients and Consumers that involve the purchase and sale of products that violate law, statute, ordinance, or regulation, as well as those related to the sale of prohibited or controlled goods or substances.

7.8. Primefy reserves the right to add and remove Card Brands from the services provided by it, and must notify the Merchant at least 30 (thirty) days in advance. Notification must be made by email provided by the Merchant in their registration.

7.9. Primefy may request, throughout the duration of this Contract, any documents it deems necessary for the validation of information from the Merchant and any transactions carried out through the platform.

7.10. Primefy reserves the right to change the terms of this contract instrument at any time, at its sole discretion. In cases where such changes restrict the Merchant's rights, Primefy commits to notify them at least 30 (thirty) days in advance. The Merchant must be aware of and agree to the changes, when they occur, in order to continue using the services provided by Primefy under the penalty of the new terms and conditions applying should the services be used.

7.11. Primefy commits to providing Payment services in accordance with the terms established in this contract, respecting all applicable laws and regulations.

7.12. Primefy is responsible for maintaining the security and confidentiality of the Consumer's Personal Information, in compliance with applicable data protection legislation and with Res. BCB No. 85/21, including but not limited to the protection and confidentiality of the data and the protection and guarantee of the rights of its holders.

7.13. Primefy commits to carrying out all necessary foreign exchange operations for the execution of Payment Orders, on behalf of the Consumer, according to the instructions provided by the Consumer and in compliance with the laws and regulations applicable to the Foreign Merchant.

7.14. Primefy commits to keeping the Foreign Merchant informed about the status of their Payment Orders and to providing the Consumer with all necessary information about the foreign exchange operations carried out on their behalf.

7.15. Primefy commits to contracting only with Exchange Companies authorized to operate and carry out the activities of international transfers and foreign exchange in Brazilian territory, in accordance with BACEN regulation and current legislation.

7.16. Primefy commits to maintaining information related to the International Contract and documents resulting from the Payment Order for a period of 10 (ten) years.

7.17. Primefy commits to providing the Consumer and the Merchant with an effective means of communication so that they can request information, clarify doubts, submit complaints, or resolve any issues related to the services provided by Primefy.

7.18. Primefy commits to taking all necessary measures to ensure that Payment Orders are executed efficiently and securely, and to prevent and detect frauds or other illegal activities.

7.19. Primefy commits to treating all complaints from the Consumer and the Merchant fairly and impartially, and to taking all necessary measures to resolve any issues that may arise in relation to the services provided by Primefy.

7.20. Primefy commits to keeping the Consumer and Merchant informed of any changes to the terms of this contract, including any changes to the fees or charges applicable to the services provided by Primefy.

7.21. Primefy and its partner institutions commit to maintaining information related to the operations contemplated by these Terms and Conditions for at least 5 (five) years from the date of termination of the provision of services. The data of the Users, as well as, when applicable, their employees, collaborators, related third parties, partners, representatives, agents, affiliates, subcontractors, and consumers, will be stored during this period for the purposes of complying with KYC and AML rules.

8. Service Subscription

8.1 Primefy offers payment or international transfer services through foreign exchange operations carried out by institutions authorized to operate in the foreign exchange market for the acquisition of goods and services in Brazil or abroad ("Efx"), in accordance with Resolution 277/22 and other norms applicable to the services provided by Primefy, including the provisions of BACEN.

8.1.1. The Consumer and the Merchant declare that they have received prior, clear, and timely information about: Primefy's responsibility regarding the service; the nature and conditions of the service provided; and the specific conditions related to their rights according to the payment instrument used for the delivery of reals to Primefy.

8.1.2. For the provision of contracted services, the Consumer authorizes Primefy to collect, process, and share their personal, financial, and registration data with other companies and financial institutions.

8.1.3. Primefy will provide the Merchant with the operation statement, which will include the breakdown of the operation, including its date, the value in national currency, the names of the parties involved, any fees charged due to the operation, as well as subtotals, when applicable, in accordance with current regulations.

8.1.4. The Consumer and Merchant declare that they had prior and timely access to this Term and that they agree with all the rules established here and applicable to the Services of Primefy.

8.1.5. The subscriptions of the Consumer and Merchant to this Term occur automatically at the moment of payment in reals through the payment methods made available by Primefy.

9. Limitation of Liability

9.1. Primefy shall not be responsible, under any circumstances, for the Products and/or Services traded between the Consumer and Merchants, nor for the content and/or information described on the Platform. The services provided under this Term are limited exclusively to the execution of Payments.

9.2. If there are discrepancies, failures, errors, and/or any other problems related to the Merchants or the Products and/or Services, the Consumer must resolve them directly with the Merchants, through the customer service channels available on the Platform, exempting Primefy from any responsibility.

9.3. The Merchant acknowledges that Primefy cannot be held liable or assume any responsibility for failures, errors, interruptions, malfunction, delays, or other imperfections that may arise in the services provided under the Payments, even if they are the responsibility of Primefy, Bank, Exchange Bank, or their partners. Primefy does not guarantee the maintenance of its systems uninterruptedly, without periods of unavailability or slowness, and free of errors.

9.4. The Merchant acknowledges that the execution of the Payment Order is conditional upon the effective receipt of funds by Primefy, due to the credit made: (i) by the financial institution responsible for the bank transfer or receipt of the bank slip; (ii) by the acquirers or sub-acquirers that carry out the settlement of transactions with Cards; (iii) by the paying Consumer responsible for the transfer under PIX; or (iv) by the Exchange Bank that carries out the transfer of funds resulting from the Ingress Order.

9.4.1. Primefy shall not have any responsibility for the absence or delay in the transfer of values by third parties.

9.5. Under no circumstances shall Primefy be liable for non-payment to Merchants due to facts not attributable to it, including, but not limited to: (i) applicable legislation in the country of destination of the funds from the Remittance Order or origin of the Ingress Order, which may suspend, delay, or prevent the settlement of the funds; (ii) impossibility of locating the Merchant, according to the information provided by the Platform; (iii) errors in the Payment Order, for any reasons provided in this Term; or (iv) refusal by the Exchange Bank, for any reason, to execute the Payment Order for Foreign Merchants.

10. Taxes and Duties

10.1 It is the sole responsibility of the Consumer to inform themselves about the taxes and duties applicable to the importation of goods and/or services. The Consumer is solely responsible, if applicable, for declaring and paying the applicable taxes due to the acquisition made through the Platform. Furthermore, it is the duty of the Consumer to comply with all obligations and requirements demanded by direct and indirect public administration bodies. The Consumer or the Merchant cannot claim ignorance of possible tax liabilities on the service obtained from the Platform, nor hold Primefy accountable if required to pay such taxes to these bodies.

10.2 Primefy is not fiscally or accounting responsible for the value transacted between the Consumer and the Merchant, only for its commission for the payment service. The Merchant is responsible for issuing purchase and sale invoices. Primefy acts only as a facilitator in transactions and has no control or responsibility over the products or services transacted or the accuracy of the transactions. Fiscal and accounting responsibility for the transacted value rests solely with the Consumer and the Merchant.

10.3 Responsibility for Tax Withholding and Collection

10.3.1. Primefy's responsibility to withhold or collect taxes in Brazil, for the purposes of this Contract, is limited to those taxes established by local legislation as mandatorily withheld or collected by the processor. Such taxes will be charged at the time of the Client's Transaction and paid to the authority by Primefy's local Collection Agent. Therefore, the collection, payment, remittance, and responsibility associated with such taxes will be borne by Primefy.

10.3.2. Primefy's responsibility to collect taxes is currently restricted to the IOF-FX, currently set at 0.38% by BACEN, in Brazil on payment or transfer operations between the Consumer and the Foreign Merchant. Any other taxes that may be charged for the sale of goods or services are not the responsibility of Primefy, and it is the duty of the Merchant to inform their Consumers that other taxes may be applicable to the Transaction.

10.3.3. Notice: Primefy will promptly inform the Consumer in the event of any legislation or applicable regulation that affects the Services coming into effect during the term of this Term.

11. Dispute and Cancellation

11.1. Any claim, cancellation, dispute, or query regarding the amounts of a specific Payment Order must be resolved by the Consumer directly with the Merchant, in accordance with the rules and procedures indicated on the Platform.

11.2. Cancellation of the Remittance Order can be requested from Primefy until the transfer of funds to the Exchange Bank occurs. After this transfer, the Consumer must request cancellation directly from the Foreign Merchant.

11.2.1. If the Foreign Merchant accepts the Consumer's request, they may request a refund from Primefy through an Ingress Order. Primefy is not responsible for any difference between the amount of the Remittance Order and the amount of the Ingress Order, should they differ.

11.3. Payment Orders will be automatically canceled: (i) when duplication is detected; (ii) if there are indications of incomplete or inaccurate information; (iii) in cases of signs of irregularity or fraud; or (iv) in other scenarios provided in this Contract or in current legislation.

11.4. The Payment Order may also be canceled by Primefy if: (i) for any reason, it is refused by the Exchange Bank; or (ii) the applicable rules in the country of the Foreign Merchant prevent the execution of the Payment Order; (iii) in cases of signs of irregularity or fraud.

11.5. The Consumer guarantees that all funds used for the Payment Order will come from legal and declared sources, exempting Primefy from any liability.

11.6. The use of International Payment services for the International Contracting of Products and/or Services is prohibited if they are: (i) considered illicit and prohibited, according to Brazilian legislation; (ii) violate the system of the Brazilian Federal Revenue, the National Health Surveillance Agency, the Central Bank norms, and customs rules; (iii) considered as objects of crimes of any nature, including money laundering, financing of terrorism, and corruption, among other related crimes, even indirectly; (iv) do not represent a regular legal business and are intended to commit frauds; or (v) in any way, may cause damage to Primefy, its partners, or third parties.

11.7. Primefy may choose not to execute the Payment Order whenever it identifies or understands that the Consumer's activity or the nature of the Payment Order violates any provision of this Contract or the legislation in force in Brazil or in the country where the Foreign Merchant is based.

12. Merchant’s Obligations

12.1 Compliance with Laws and Regulations: The Merchant must comply with all laws, regulations, and standards applicable in their country of origin and in Brazil, including but not limited to, consumer protection laws, privacy and data protection laws, e-commerce laws, intellectual property laws, tax laws, anti-corruption laws, anti-money laundering laws, and norms from administrative bodies such as BACEN and COAF. The Merchant is responsible for obtaining all necessary licenses and permissions to operate their business and to sell their products or services.

12.2 Transactions and Disputes: The Merchant is entirely responsible for all transactions processed through Primefy, including the delivery of products or services, customer service, handling disputes, and refunds. The Merchant must provide clear and accurate information about their products or services, pricing, shipping fees, return policies, and any other relevant terms and conditions.

12.3 Security and Data Protection: The Merchant must implement adequate security measures to protect the personal and financial data of Consumers, including but not limited to the protection and confidentiality of data and the protection and guarantee of the rights of its holders. The Merchant must comply with all applicable data protection laws, including Res. BACEN No. 85/21, and must obtain explicit consent from Consumers before collecting, using, or sharing their data. Additionally, the Merchant must collect and/or store only the minimum necessary data and refrain from storing complete card data to which they may have access.

12.4 Cooperation with Primefy: The Merchant commits to fully cooperate with Primefy and its partner institutions in any investigation or procedure related to suspicious transactions, disputes, complaints, refunds, or other issues. The Merchant must provide Primefy with all requested information and documents within a reasonable timeframe.

12.5 Tax Liability: The Merchant is responsible for calculating, collecting, reporting, and paying all taxes, fees, and other governmental charges associated with the sale of their products or services. The Merchant must provide Primefy with all necessary information to fulfill its tax obligations and reporting.

12.6 Indemnification: The Merchant must indemnify and hold harmless Primefy and its partner institutions from any claim, action, lawsuit, loss, damage, expense, or liability arising or related to any breach of the Merchant's obligations under this Agreement, any transaction processed through Primefy, any dispute between the Merchant and a Consumer, any MED, chargeback, or similar, or any violation of laws, regulations, or third-party rights by the Merchant. In such cases, there may also be a withholding of disputed/contested amounts. Additionally, the Merchant assumes responsibility before Primefy, its partner institutions, the PSPs, BACEN, and third parties affected by any fraud, irregularity, or illegality practiced in the SPI and DICT, whether by themselves, their Consumers, partners, or third parties, using their Account and/or under their supervision. The Merchant will also be responsible for any systemic errors by the User that cause financial losses to the mentioned institutions.

12.7 Updates and Notifications: The Merchant must notify Primefy immediately of any changes in their contact information, banking information, legal or operational status, or any other information that may affect their ability to fulfill their obligations under this Agreement. The Merchant must also notify Primefy immediately of any issues or concerns that may affect the security, integrity, or operation of Primefy's services.

12.8 For secure data transmission, the Merchant must use the encryption component provided by Primefy, as per the Privacy Policy. Otherwise, Primefy will be exempt from any liability regarding the security of data sent or received by the Merchant.

12.9 It is hereby established that the Merchant must communicate to Primefy, immediately, so that it may make its best efforts to resolve the respective problem when it is solely the responsibility of Primefy.

12.10 The Merchant is solely responsible for the quality of their own products and services, and Primefy is exempt from any liability to third parties.

12.11 The Merchant commits to keeping their systems operational and updated so that they can interact with Primefy's platform in perfect operation throughout the duration of this contract.

12.12 The Merchant commits to maintaining confidentiality regarding the terms of this contract, as well as the processes used by Primefy in its products.

12.13 It is the responsibility of the Merchant for any instabilities of the website/application or software where Primefy's payment platform is installed, and they cannot claim any commercial damage in their favor.

12.14 It is the responsibility of the Merchant for any damages resulting from cyber-attacks and/or frauds to the website/application or software where Primefy's payment platform is installed, and they cannot claim any damage resulting from such an event.

12.15 The Merchant is subject, in all instances, to the norms and conditions of this contract instrument as well as any other security or operational conditions to be instituted by Primefy, the acquirers, the card brands, the PCI Council, and/or BACEN, and must fully comply with them.

a) It is the responsibility of the Merchant to comply with the rules and regulations of the Acquirers, the Card Brands, PCI Council, and BACEN, as a measure to ensure the continuous and regular use of the services offered by Primefy, and it is exclusively up to the Merchant to seek and familiarize themselves with such information.

12.16 It is the obligation of the Merchant to inform Primefy and keep updated all their registration data, as well as that of their legal representatives, persons authorized to execute payment instructions, and all members of the corporate participation chain.

a) The Merchant is obliged to communicate to Primefy, within 5 (five) days from the occurrence, any changes related to the registration information sent, including, but not limited to, corporate composition, corporate name, corporate object, business sector, physical addresses, business and electronic addresses, or means of communication by phone.

12.17 The Merchant is subject, in all instances, to only market and perform transactions within the business sector or activity reported at the time of registration with Primefy.

12.18 It is the obligation of the Merchant to ensure that their employees, service providers, and third parties contracted comply with all information security requirements disclosed by Primefy and the Rules of good conduct of the payment market.

12.19 The Merchant provides all powers to Primefy to perform debits in the payment account under its ownership with express authorization, where the Merchant expressly authorizes Primefy and its partners to perform debits in its payment account, according to the norms of the regulators, including BACEN.

12.20 The Merchant also commits from now on to maintain sufficient balance for the said debits, and Primefy and its partners are exempt from any liability resulting from the non-settlement of the commitment due to insufficient balance on the due date.

12.21 The Merchant expressly authorizes Primefy and its partners to inform and make available to Primefy and its partners all Transactions performed by the Primefy Platform, including the number of Transactions performed and their respective value and destination, for the purposes of risk analysis and determination of the amounts paid and to be received.

12.22 The Merchant authorizes Primefy to inform, disclose, and commercially promote in an advertising and informative manner that the Merchant contracts the services of Primefy.

12.23 Express Acceptance is understood as the electronic or digital signature carried out by signature platforms, as well as acceptance through technological mechanisms of Primefy that can demonstrate the effective acceptance, containing the Company's Registration Number, IP of the Smartphone or Computer, date and time of sending the term and date and time of acceptance of the term.

12.24 The Merchant commits to obeying the KYC process of Primefy and its partner institutions, especially by keeping their registration information updated; informing of bankruptcy proceedings, recovery (judicial or extrajudicial) or liquidation, if a legal entity, or the occurrence of insolvency, if an individual; informing of changes in corporate control, when applicable; reporting the emergence of a new economic activity developed not informed in its accreditation; and responding to requests for sending documents and additional information in case of inaccuracy, doubt, suspicion, or inconsistency identified.

12.25 The Merchant commits to developing AML processes, internally or through third parties, parameterized according to the needs of their business, and must report to Primefy, which should share with its partner institutions, any indication of activities related to the crimes provided for in Law No. 9.613/98. The non-compliance by the Merchant with anti-corruption laws and other current norms and legislations, as well as internal Compliance policies of Primefy and its partner institutions, will be considered a serious infraction of these Terms and Conditions and will grant the mentioned institutions the right to immediately declare these Terms and Conditions terminated, without any burden or penalty to the institutions, in which case the Merchant will be responsible for any losses and damages.

12.26 The Merchant commits to expressly inform Primefy, which should share with its partner institutions, if they occupy, or, when constituted as a legal entity, their legal representatives or related persons occupy the position of public officials, government employees, or politically exposed persons (PEP). If the Merchant, or, when applicable, the current representatives and related persons do not occupy such positions, the Merchant must inform, in writing, within 3 (three) business days, any appointment of these as public officials or government employees.

12.27 The Merchant must inform Primefy if they operate or come to operate with cryptocurrency and/or use or come to use Blockchain technology, being subject to the criteria and procedures of Primefy and its partner institutions related to the topic.

12.28 The Merchant is aware and agrees that the “Pix” brand (“Pix Brand”) is owned by BACEN and that they have no ownership rights or other benefits regarding the Pix Brand, and must use it strictly in terms authorized by BACEN, in accordance with the Applicable Regulation; it is forbidden to convey the Pix Brand in a dimension smaller than the brands, symbols, or logos of other payment instruments accepted by the User. It is also forbidden to convey the impression that Pix has more restricted acceptance or is less advantageous compared to other payment instruments accepted by the User. The Merchant may also not: (i) claim any rights over the Pix Brand; (ii) question the ownership of BACEN over the Pix Brand; (iii) register or attempt to register a corporate name, trade name, logo, or any internet domain name containing reference to the Pix Brand; (iv) associate the Pix Brand with any products not related to the Pix arrangement; or (v) use the Pix Brand beyond the limits provided in the Applicable Regulation and respective manuals established by BACEN; and (vi) use the Pix Brand in a way that causes damage to BACEN or the Pix arrangement. The Merchant must communicate to Primefy, which should share with its partner institutions, immediately, by email, whenever they become aware of misuse, attempt to copy, or infringement of the rights arising from the Pix Brand.

12.29 Observed applicable banking secrecy norms, the Merchant will guarantee to Primefy and its partner institutions access to records, policies, procedures, documentation, managerial reports, and all other documents related to these Terms and Conditions, and will enable the mentioned institutions to conduct an audit on their premises, for the purpose of verifying compliance with other Brazilian norms applicable to the services provided under these Terms.

13. Prices, Taxes and Payments

13.1 Primefy offers a transparent and competitive pricing structure with plans designed to meet a variety of business needs. The fees associated with Primefy's services can be found in detail on the company's official website at https://primefy.com/en/plans.

13.2 For Merchants with a customized fee plan, the rates will be available in a new contract called 'Commercial Agreement.' In all cases, Merchants can view their rates at any time on the Primefy dashboard.

13.3 Payments for Primefy services must be made in accordance with the instructions provided by Primefy. Primefy reserves the right to change its fees at any time, and these changes will be communicated to Consumers appropriately.

13.4 Primefy applies a 5% spread on the exchange rate for International Payment Orders with Foreign Merchants. This spread allows Primefy to cover the costs associated with providing its services and maintaining its operations.

14. Security Reserve

14.1 Without prejudice to other clauses in this document, Primefy reserves the right to maintain a minimum monthly reserve amount ("Security Reserve") in the Client’s account, calculated according to Primefy's risk criteria, with the goal of mitigating any potential operational or financial risk related to the respective Client.

14.2 The Security Reserve may also be maintained by Primefy after the termination of this agreement, to cover potential amounts due due to cancellations, chargebacks, losses, and/or chargebacks owed by the Merchant.

14.3 Should Primefy detect a high level of operational or credit risk associated with the performance of the Merchant or any of the transactions related to this Merchant, directly or indirectly, Primefy may, at its sole discretion, retain any and all amounts that a Merchant has to receive for the purpose of the security reserve for up to 180 (one hundred and eighty) days.

15. Chargeback, Cancellation and Refunds

15.1 The Merchant must observe and respect the rules and understand the costs of cancellation and reversal of each Card Brand, and must also maintain good business practices to avoid chargebacks including, but not limited to, keeping transaction receipts and providing clear cancellation and refund policies.

Should Primefy receive a chargeback notification, it will notify the Merchant to take the appropriate measures with the Consumer. All parties are aware and agree that Primefy does not operate and is not responsible, under any circumstances, for the obligations arising from the relationship between the Merchant and the Consumer.

15.2 The chargeback request must be made by the cardholder directly to the card administrators, who, following current regulations, will block the corresponding amount and request documentation analysis to verify the truthfulness of the facts. Primefy operates the intermediation between Merchant and card administrators. It is the Merchant's responsibility to provide Primefy with the documentation required for chargeback resolution.

15.3 Regardless of the performance of Split or the use of any other payment solution service from Primefy, the Merchant will be solely responsible to Primefy in cases of refund and chargeback, which can also be deducted from the Merchant's balance on the dashboard.

15.4 Should the Merchant reach a certain monthly rate of transaction cancellations and/or chargebacks, it is Primefy's duty to communicate with the Merchant through one of its official registered communication methods, alerting to the high rate of cancellations and/or chargebacks and requiring the implementation of security measures and/or changes in certain practices in the Merchant’s Policy, aiming to reduce such rate. If there is no reduction in the rate of cancellations and/or chargebacks to acceptable levels, the Merchant may have the amounts due by Primefy withheld, have their account suspended and/or have this Contract terminated, at the discretion of Primefy.

15.5 Partners who recommend companies for registration on the Primefy platform, such as franchisors, agencies, or consultants, will assume joint liability for any chargebacks, disputes, frauds, or financial losses resulting from the activities of these referred companies. This responsibility extends to:

All transactions classified as chargeback requested by cardholders or financial institutions, arising from transactions recognized as fraudulent or unauthorized made by the referred companies.

Financial disputes related to products or services provided by the referred companies that result in losses for Primefy or for third parties.

Any direct or indirect losses associated with frauds, inadequate business practices, or negligent management by the referred companies.

15.5.1. Partners must perform a prior evaluation of the integrity and suitability of the referred companies before recommending them to Primefy.

15.5.2. In the event of chargebacks, disputes, or frauds resulting in financial losses, the partners responsible for the referral of these companies will be obligated to reimburse Primefy for the involved amounts, including any legal or operational costs related to resolving these cases.

15.5.3. Partners must cooperate with Primefy in any investigation related to the activities of the referred companies, providing all necessary information and documentation for the resolution of disputes or fraud investigations.

15.5.4. The responsibility of partners for losses resulting from referred companies lasts while the companies are active on the Primefy platform and for an additional period of 180 days after their eventual deactivation, covering possible chargebacks or disputes that may be identified later.

15.5.5. Considering that partners receive commissioned remuneration for referring new companies to the Primefy platform and/or benefit financially from transactions made by Merchants on the platform, there is recognized to be a direct financial benefit linked to these referrals.

15.6. Primefy may, in the event that this agreement is terminated during the course of a chargeback analysis, retain payments to the Merchant until the analysis is finalized.

16. Confidentiality

Primefy will keep all transaction data of the Client and their Consumers confidential, except when such information is requested by judicial, administrative, or arbitration order, required by law, by the Card Brands, by BACEN, and/or by service providers of Primefy.

Primefy and the Merchant will protect Confidential Information using the same degree of care that they use to protect their own similar Confidential Information, with the goal of preventing unauthorized use, and the dissemination or publication of such Confidential Information.

The Merchant commits to maintaining absolute secrecy and confidentiality of all confidential information. In the event of its violation or disclosure, including by actions of its employees or third parties, the Merchant will be responsible for compensating for the losses caused to Primefy and third parties, including emergent damages, loss of profits, legal costs, and attorney fees.

The Merchant is obliged to use the Confidential Information provided to them under the terms of the Contract exclusively for the purposes and services contracted, and any alteration of its form or substance is prohibited.

For the contracted services, the Merchant agrees, irrevocably and irreversibly, to authorize Primefy to:

a) Share Confidential Information and other information with its strategic partners and service providers, domestically or abroad, for the purpose of fulfilling the obligations established here, credit evaluation, verification, risk management, and fraud.

b) Use their confidential information and other information to form a database.

c) Inform credit protection agencies about the data related to the non-payment of obligations incurred by the Merchant or the Consumer with Primefy.

d) Use the Database for financial risk evaluation, to combat and prevent money laundering, corruption, and terrorism financing, including applicable national and international norms and internal policies of Primefy in this regard, as provided by Law No. 9,613, dated March 3, 1998.

The obligation of secrecy will remain valid even when this Contract ends, for any reason.

The parties will indemnify, defend, and secure the other party from any losses, damages, costs, expenses, liabilities, actions, claims, and proceedings arising, directly or indirectly, from the breach of the confidentiality obligation established in this clause, without prejudice to the preliminary or precautionary measures applicable in case of actual or potential non-compliance.

The obligations established in this section do not apply to any information that:

a) was known to both parties before the disclosure by the disclosing party;

b) is or becomes publicly available through no breach by the parties;

c) was legitimately received from a third party without breach of any obligation of confidentiality;

d) was independently developed by the parties prior to disclosure or independently of it;

e) is disclosed by the parties with the prior written approval of the other party; or

f) becomes subject to mandatory disclosure under law and/or judicial or administrative order.

The parties affirm compliance with applicable privacy and data protection laws and regulations, including but not limited to the Civil Rights Framework for the Internet (Law No. 12.965/14) and its Decree, as well as the provisions of the General Data Protection Law (Law No. 13.709/18). Additionally, if applicable, resolutions issued by BACEN must be applied and observed by the parties, even if the new rule changes the provisions of this instrument.

17. Contract Termination

17.1 The parties may terminate this contract at any time, requiring only a written notice of no less than 30 (thirty) consecutive days. In these cases, the termination will operate without any charges between the parties, except for the fulfillment of contractual obligations still pending.

17.2 This Contract may be immediately terminated by Primefy, through simple communication and without prejudice to the compensation for losses due by the Merchant as stipulated in this Contract, in the following cases:

a) Breach or attempted breach, by the Merchant, of any of the clauses, terms, or conditions of this Contract or of Policies, Terms or official Codes, as well as any requests or recommendations made by Primefy;

b) Detection of suspicion or practice of fraud or other illegal activities by the Merchant;

c) Determination by payment arrangement founders and/or competent authorities;

d) Engagement in activities considered illegal or illicit by the Merchant;

e) Decree of bankruptcy, granting of judicial recovery request or proposal for extrajudicial recovery or similar procedure, declaration of insolvency of the Merchant and/or occurrence of any act or fact that demonstrates, at Primefy's sole discretion, the inability of the Merchant to fulfill their obligations with Primefy or with third parties;

f) Impasse between Primefy and the Merchant in defining adjustments or changes to this Contract or commercial decision;

g) Change in direct or indirect corporate control, or in the administration of the Merchant, and occurrence of incorporation, merger, split, or any other corporate reorganization, without the prior written consent of Primefy;

h) Misuse of Primefy's Distinctive Signs that may or could cause damage to its image, without prejudice to Primefy adopting applicable legal measures;

i) Supervening changes in legal or regulatory norms applicable to the object of this Contract and/or to the market in which Primefy operates or any fact that substantially alters the procedures or rules subject of this Contract, the ability of the Merchant to fulfill the obligations assumed with Primefy and/or the economic or financial balance of this Contract; and

j) If the Merchant, without Primefy's authorization, assigns, transfers, lends, or delivers to third parties the equipment or materials received from Primefy under this Contract, or uses such materials or equipment contrary to specifications set by Primefy.

18. General Provisions

18.1 This Contract shall remain in effect until the Payment is made by the Consumer, having been contracted between the Consumer, Merchant, and Primefy solely for this operation.

18.2 The Consumer acknowledges and agrees that, regardless of the location from which they are using the services under this Contract, the relationship between the Consumer and Merchant shall always be governed by Brazilian law.

18.3 The Consumer expressly authorizes Primefy to use Personal Information for the formation of a database, preserving the individuality and identification of the Consumer.

18.4 The Consumer and Merchant agree that Primefy or any of its partners may send informational or advertising messages, as provided in the Privacy Policy.

18.7 Upon being entered into, this Contract comes into full knowledge and effect before the Consumer, Merchant, and third parties.

18.8 Primefy reserves the right to change this Contract at any time, and changes will take effect immediately after being published on the Platform. The Merchant's continued use of the Platform after any changes constitutes the Merchant's acceptance of such changes.

18.9 This Contract, along with the Privacy Policy and any other additional terms and conditions or documents that may be referenced herein, constitute the complete and exclusive understanding between the Merchant and Primefy regarding the use of the Platform.

18.10 If any provision of this Contract is found to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the other provisions of this Contract will remain in full force and effect.

19. Legislation and Jurisdiction

19.1. The Parties agree to act in accordance with applicable laws and regulations.

19.2. The Parties elect the Court of the City of Blumenau, Santa Catarina, Brazil, as the only competent jurisdiction to settle issues arising from this Contract, with express waiver of any other, however privileged it may be.