CONTRACT FOR THE PROVISION OF PAYMENT MANAGEMENT SERVICES AND OTHER AGREEMENTS

X-PAY GESTÃO DE PAGAMENTOS LTDA., a company with commercial headquarters at Rua Umbú , 68, 2nd floor Alphaville Campinas, Campinas, SP, CEP 13098-325, registered with the CNPJ/MF under no. 33.838.864/0001-36, hereinafter referred to as X-PAY SMART, and the INDIVIDUAL or LEGAL ENTITY that gave electronic acceptance, read and agrees with this Payment Management Services Agreement (“Agreement”), hereinafter referred to simply as the “CUSTOMER”. 

ACCESS TO THE OPEN SITE AND/OR THE CLOSED AREA OF THE X-PAY SMART SYSTEM (VIA YOUR LOGIN AND PASSWORD) WILL IMPORT CONFIRMATION OF THE USER'S EXPRESS ACCEPTANCE OF ALL CLAUSES AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. 

You are not required to accept them , but in this case, you will not have access to the Services. Please read them carefully. 

You, the CLIENT, hereby declare and guarantee, under penalty of law, that: (a) you are in full enjoyment of your civil capacity and are not legally prevented from entering into this agreement; (b) if you are acting on behalf of a legal entity, you have the necessary powers, according to its articles of association, to bind it to all the terms of this Agreement. ACCEPTANCE OF THE TERMS OF USE WILL IMPLICE THE ACKNOWLEDGMENT, BY THE USER, THAT HE HAS READ, UNDERSTOOD AND UNCONDITIONALLY ACCEPTED ALL THE PROVISIONS CONTAINED IN THIS DOCUMENT. IF THE CUSTOMER HAS ANY QUESTIONS ABOUT THE CONTRACT, X-PAY SMART RECOMMENDS THAT THE CUSTOMER CONTACTS X-PAY SMART BEFORE ACCEPTING AND BEING SUBJECT TO ITS RULES. 

I – ACCEPTANCE OF THE CONTRACT AND INTEGRAL DOCUMENTS AND DEFINITIONS

1.1. The following are an integral part of this Contract, for all purposes: (a) the forms provided by X-PAY SMART via the internet at the X-PAY SMART address, completed and sent by the CUSTOMER to X-PAY SMART; (b) the security and privacy standards adopted by X-PAY SMART. 

1.2. The CUSTOMER declares to be aware that he/she must consult this Contract on the X-PAY SMART website every time he/she carries out a TRANSACTION. 

1.3. The terms defined in this AGREEMENT, when written in capital letters, will have the meanings attributed to them in ANNEX III of this AGREEMENT.

1.4. The following are an integral and inseparable part of this AGREEMENT: ANNEX I - CONDUCTION OF ELECTRONIC COMMERCE TRANSACTIONS and TERMS AND ANNEX II - CONDITIONS OF USE OF THE GRAPHIC ACCOUNT AND ANNEX III - DEFINITIONS.

II - OF THE OBJECT

2.1. X -PAY SMART, on its own or through a company contracted by it or associated with it, will make payment management services available to the CLIENT, on behalf of and at the order of the CLIENT, consisting of the provision of the SOLUTION for (i) the capture and processing of TRANSACTIONS carried out by means of CARDS and ( ii ) the transfer of the net value of the TRANSACTIONS, provided that the terms and conditions of this Agreement are complied with (hereinafter “SERVICES”). 

2.1.1. The services listed above are provided to the CLIENT by X-PAY SMART and by the payment arrangement providers of which it is or may become a part, with each of the members, as agreed in their own agreements, being entitled to a portion of the REMUNERATIONS provided for in this AGREEMENT, when applicable. 

2.1.2. The SERVICES are provided under the license to use technologies owned by X-PAY SMART. 

2.2. The CUSTOMER hereby grants a mandate to X-PAY SMART, constituting it as its legitimate attorney, for the purposes of executing its payment orders, transfers and withdrawals of funds, as well as the performance of any other act necessary for the provision of the SERVICES. 

2.3. The terms of use of the SERVICES published on the X-PAY SMART website form an integral part of this CONTRACT, all of which regulate the relationship between the CUSTOMER and X-PAY SMART for the acceptance of CARDS in TRANSACTIONS with CARD HOLDERS 

2.4. The PARTIES expressly declare that they are aware that: (i) the SERVICES are not, and are not intended to be, comparable to the financial services offered by banking institutions or credit card administrators, consisting of a way of facilitating TRANSACTIONS for the CUSTOMER; ( ii ) the SERVICES are intended solely to facilitate the performance of TRANSACTIONS in national currency carried out and/or managed within the national territory; 

2.5. The CUSTOMER acknowledges and declares that X-PAY SMART is not a party to the legal relationship established between the CUSTOMER and the CARDHOLDER, AND X-PAY SMART IS EXEMPT FROM ANY LIABILITY RELATING TO THE CONTENT OF THE TRANSACTIONS, INCLUDING, AMONG OTHERS, THE QUALITY AND NATURE OF THE GOODS AND SERVICES OFFERED BY THE CUSTOMER, THE SALES PRICE, DISCOUNTS AND WARRANTY CONDITIONS. 

2.5.1. The CUSTOMER must, whenever necessary, clarify to the CARDHOLDER that X-PAY SMART and its partners are companies that provide payment facilitation services and have no responsibility for the TRANSACTIONS. 

III – REGISTRATION

3.1. To use the SERVICE, the CUSTOMER must correctly fill out the form available on the X-PAY SMART website, informing X-PAY SMART of all required data, JurCorpSP 3 being civilly and criminally liable for the veracity of the information, including before third parties, and also obliging itself to keep its data updated. In addition to the information sent through the form, in addition to the delivery of the documentation requested by X-PAY SMART. 

3.2. X-PAY SMART may carry out a verification process of the CUSTOMER in accordance with the rules on preventing and combating money laundering, terrorism and its financing, among others, and concealment of assets specified by Law No. 9,613 of March 3, 1998, and by the Financial Activities Control Council – COAF, in addition to other laws and regulations applicable to the hypotheses. 

3.3. The SERVICES may only be used by (i) individuals who are capable under civil law, aged 18 (eighteen) or over, or ( ii ) legal entities duly constituted under Brazilian law, provided that they engage in lawful economic activity in the country and do not present any impediments of any nature. 

3.4. X-PAY SMART reserves the right to use all valid and possible means to, if deemed necessary, confirm the data provided by the CUSTOMER when registering. X-PAY SMART may, among other measures, request from the CUSTOMER, at its sole discretion, additional data, statements and copies of documents that it deems relevant from the CUSTOMER to verify the veracity, accuracy and/or consistency of the data provided by the CUSTOMER when registering, as well as consult databases maintained by third parties and credit restriction bases, such as SPC and Serasa. If X-PAY SMART finds that the information provided by the CUSTOMER contains incorrect, incomplete and/or false information, or if the CUSTOMER refuses to provide the requested information and/or documents, X-PAY SMART reserves the right to reject, block or cancel the CUSTOMER's registration at any time, without prejudice to other measures provided for in this Agreement, and without the CUSTOMER being entitled to any compensation or reimbursement, for any reason or even without stating a reason. 

3.4.1. The following are grounds for unilateral rejection, suspension, blocking or cancellation of the SERVICES by X-PAY SMART, in addition to others authorized by law, by the Agreement, or for the convenience of maintaining the SERVICES for the CUSTOMER: (a) the finding of incorrect or false information among the information provided by the CUSTOMER; (b) failure to send X-PAY SMART the requested documents, if X-PAY SMART, including, but not limited to, in the event that X-PAY SMART finds that these documents are false or show any indication or suspicion of fraud or tampering thereof; (c) the existence of restrictions on the CUSTOMER's credit; (d) any other violation of current legislation, morality and good customs; 

3.5. The inclusion of the CLIENT in the X-PAY SMART SYSTEM is subject to prior acceptance by X-PAY SMART, in accordance with its evaluation criteria, and the CLIENT must submit all documentation requested by X-PAY SMART for analysis, which will analyze the activities carried out by the CLIENT, its financial health and that of its partners/representatives/owners/shareholders, the history of previous relationships with X-PAY SMART and/or with X-PAY SMART's partner CREDENTIALS, if any, among other registration and financial analysis criteria that may be adopted by X-PAY SMART, at any time, including during the term of this CONTRACT. 

3.5.1. The verification of any documents by X-PAY SMART does not grant the CLIENT any certificate of regularity for any purpose, nor does it dispense with the performance of additional verifications or review of procedures previously adopted if X-PAY SMART deems it necessary. 

3.6. The CLIENT authorizes X-PAY SMART, whenever it deems necessary, to inspect during the CLIENT's business hours, directly or through third parties designated by it, (i) the regularity and permanence of its activities declared for use of the SERVICES, under the terms of this CONTRACT; ( ii ) the regularity in carrying out the TRANSACTIONS, ( iii ) the operation of the EQUIPMENT; and ( iv ) the adequate storage, consumption and supply of any and all materials necessary for carrying out the TRANSACTIONS. 

3.7. The CLIENT hereby expressly authorizes that its data be kept by X-PAY SMART, as well as authorizes its provision (i) to the competent public authorities that formally request it, under the terms of Brazilian legislation; ( ii ) to its strategic, technical partners, for the purpose of providing better services to the CLIENT. The CLIENT expressly declares and agrees that X-PAY SMART collects information for traffic monitoring 

3.8. The CUSTOMER must keep their registration data up to date, making any necessary changes through their account or the X-PAY SMART website. 

3.9. The CUSTOMER must also create an account on the X-PAY SMART website to use the SERVICES. The CUSTOMER must complete the data to create the account with true and accurate information. IF THEY DO NOT DO SO, THE REGISTRATION PROCESS WILL NOT BE COMPLETED AND THEY WILL BE DENIED ACCESS TO THE SERVICES. 

3.9.1. When filling out the form on the X-PAY SMART website, the CUSTOMER must provide an electronic address (e-mail) for communication with X-PAY SMART and keep it updated in case of changes. The Parties recognize the e-mail registered at the time of registration as a valid and effective form of communication and accept it as sufficient for the services referred to in this agreement. 

3.9.2. THE CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THAT THE ACCESS INFORMATION TO HIS/HER ACCOUNT AND SERVICES IS KEPT CONFIDENTIAL, AND IS ALSO RESPONSIBLE FOR THE USE OF THE INFORMATION ON HIS/HER BEHALF. 

3.9.3. If the CUSTOMER suspects or becomes aware that his/her account has been used without his/her authorization, he/she must immediately notify X-PAY SMART and change his/her access password. X-PAY SMART IS NOT RESPONSIBLE FOR ANY PROBLEMS RELATED TO FAILURE TO COMPLY WITH THE PROVISIONS OF THIS CLAUSE. 

3.10. Once the account has been created, the CUSTOMER will receive a confirmation email from X-PAY SMART to the email address provided in his/her registration. 

3.11. Once the account has been opened, the CUSTOMER will receive a new confirmation via email. THE CUSTOMER WILL NOT HAVE ACCESS TO THE SERVICES UNTIL HIS ACCOUNT IS ACTIVATED.

3.12. EACH CUSTOMER MAY REGISTER ONCE AND OPEN A SINGLE ACCOUNT, AND ITS USE BY MORE THAN ONE INDIVIDUAL OR LEGAL ENTITY IS PROHIBITED. IN THE EVENT OF FAILURE TO COMPLY WITH THIS PROVISION, X-PAY SMART RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO SUSPEND THE SERVICES. 

3.13. THE CUSTOMER MUST have a bank account in his/her name, maintained in Brazil with a financial institution duly and regularly constituted or authorized to operate in the national territory, for the purposes of this Agreement.

3.14. The CUSTOMER undertakes to follow all rules and requirements determined by ACCREDITATION AGENTS and FLAGS, by the payment methods market and by legislation, whether they have been stipulated in the past or may be stipulated in the future, after being informed by X-PAY SMART and the deadline for respective compliance has elapsed, and failure to comply may result in the termination of this CONTRACT. 

3.15. The CUSTOMER may request the linking of one or more EQUIPMENT under his/her responsibility to his/her registration with X-PAY SMART, in which case X-PAY SMART will evaluate the request according to its own criteria and subject to charges for its execution, and may approve or reject it. 

3.16. When the CLIENT is registered or during the term of the contract, the CARDS that the CLIENT may accept and the types of TRANSACTIONS and forms of capture of TRANSACTIONS that the CLIENT will be authorized to perform will be defined, as per the CLIENT's request and criteria adopted by X-PAY SMART 

3.17. The CLIENT must notify X-PAY SMART, within 15 (fifteen) calendar days of their occurrence, of any changes related to the information provided to X-PAY SMART, including those related to the corporate structure, corporate name, corporate purpose, business and electronic addresses, correspondence addresses or telephone numbers, responding, in accordance with the law, for the veracity of the information provided to X-PAY SMART and for any discrepancy between the data provided and the real and/or official data. 

3.18. The CLIENT’s adherence to the terms of this contract implies his/her automatic and irrevocable acceptance to pay the REMUNERATION and the charges defined in this contract and on the X-PAY SMART website.

IV – TRANSACTIONS

4.1. TRANSACTIONS shall be carried out through the EQUIPMENT, as specified below: (a) each TRANSACTION shall be evidenced by a record in an approved form such as a physical or virtual sales receipt, which shall contain information on the sales amounts for the CARD HOLDER (“SALES RECEIPT”). The CUSTOMER shall be responsible to X-PAY SMART for the legitimacy and accuracy of all SALES RECEIPT issued, so that each SALES RECEIPT reflects a TRANSACTION effectively carried out by the CARD HOLDER, in accordance with the rules established by X-PAY SMART, ACCREDITATION PROVIDERS and BRANDS; and, (b) the TRANSACTIONS carried out shall be captured and processed in accordance with the rules established by the ACCREDITATION PROVIDERS and BRANDS and other applicable laws and regulations. 

4.1.1. TRANSACTIONS will only be completed when approved by X-PAY SMART, the ACCREDITED COMPANY and the BANNER, and provided that the provisions of this Agreement are met. TRANSACTIONS on the EQUIPMENT may only be carried out with VISA and MASTERCARD CARDS. Any change in the acceptance of CARD brands will be communicated on the X-PAY SMART website. 

4.1.2. In TRANSACTIONS, the CUSTOMER must charge the same price as with other payment methods.

4.2. When carrying out the TRANSACTION, the CUSTOMER must: (a) check whether the CARD validity period has not expired or whether the CARD has not been tampered with or erased; (b) compare the last 4 (four) digits of the CARD number with the digits on the SALES RECEIPT; (c) check the existence of the security code, consisting of three digits, on the back of the CARD; (d) observe the security features used by the BRANDS and ACCREDITATORS, such as three-dimensional holograms, security marks, stylized letters, among others; (e) comply with all procedures, standards and norms required in this CONTRACT. THE CUSTOMER is responsible for all problems arising from non-compliance with the due diligence required in this clause , exempting X-PAY SMART from any liability. 

4.2.1. IT IS HEREBY CLARIFIED THAT THE EQUIPMENT ONLY PERFORMS TRANSACTIONS ON CARDS WITH CHIP, AND IT IS NOT POSSIBLE TO PERFORM MANUAL TRANSACTIONS AND/OR BY READING THE CARD STRIP.

4.3. The CUSTOMER must use the EQUIPMENT and SERVICES only to carry out regular TRANSACTIONS, in national currency, strictly in accordance with the rules and conditions of this CONTRACT, and is prohibited from accepting CARDS in fictitious or simulated TRANSACTIONS, such as, but not limited to: (a) splitting a single sale into two or more TRANSACTIONS on the same CARD. If transactions are split, X-PAY SMART may cancel the TRANSACTION and/or withhold the amounts relating to said TRANSACTIONS, and the CUSTOMER must also provide proof of EACH TRANSACTION requested by X-PAY SMART, proving the veracity of the sales. Each separate TRANSACTION at the time of provision of the service or sale must have a valid tax receipt or a contract; (b) provide or return to CARDHOLDERS, for any reason, amounts of money (national or foreign currency, checks, payment orders or credit notes); (c) any other type or form of TRANSACTIONS considered irregular and resulting from activities considered illegal or undesirable, as established by X-PAY SMART, the ACCREDITORS, ISSUERS and the FLAGS; (d) accept CARDS owned by third parties; (e) use the EQUIPMENT, without prior authorization from X-PAY SMART, in a location other than the address registered with X-PAY SMART; (f) carry out TRANSACTIONS for the purpose of guarantee or security, without due authorization from X-PAY SMART; (g) carry out TRANSACTIONS not related to the line of business registered with X-PAY SMART. 

4.3.1. THE CUSTOMER UNDERTAKES NOT TO MAKE TRANSACTIONS IN SEGMENTS OR BUSINESS FIELDS OTHER THAN THOSE INFORMED BY THE CUSTOMER AT THE TIME OF REGISTRATION AND REGISTERED IN HIS/HER ACCOUNT WITH X-PAY SMART, EVEN IF SUCH ACTIVITIES ARE INCLUDED IN ITS CORPORATE PURPOSE. ANY CHANGE IN THE CUSTOMER'S BUSINESS SEGMENT OR BUSINESS FIELDS MUST BE INFORMED TO X-PAY SMART IMMEDIATELY, WHICH, IF APPROVED, WILL MAKE THE CHANGE TO THE REGISTRATION, WITH THE CUSTOMER BEING AWARE THAT SUCH CHANGE MAY LEAD TO A NEW COMMERCIAL NEGOTIATION OF FEES AND TARIFFS FOR THE SERVICES. 

4.3.2. THE ACTIVITIES THAT THE CUSTOMER UNDERTAKES NOT TO USE THE SERVICE FOR TRANSACTIONS INCLUDE, BUT ARE NOT LIMITED TO THOSE RELATED TO (I) ILLEGAL ACTIVITIES, SUCH AS BESTIALITY, PEDOPHILIA, DRUG TRAFFICKING AND MONEY LAUNDERING; (II) FIREARMS AND GAMBLING, INCLUDING BINGO; (III) HOSPITAL EQUIPMENT, MEDICINES IN GENERAL AND ANY TYPE OF DRUGS OR PRODUCTS TO WHICH THERAPEUTIC EFFECTS ARE ATTRIBUTABLE; (IV) SALE OF ANIMALS, (V) PRODUCTS PENDING APPROVAL BY GOVERNMENT AGENCIES, (VI) SHARES, SECURITIES OR ANY TYPE OF FINANCIAL PRODUCTS; AND (VII) REAL ESTATE TRANSACTIONS, EMPLOYMENT AGENCIES, COLLECTION OFFICES, CONSORTIUMS AND MARKETING OF DISCOUNT CARDS.

4.3.3. ANY TRANSACTION CARRIED OUT BY THE CUSTOMER THAT VIOLATES THESE TERMS OR APPLICABLE LEGISLATION (INCLUDING, BUT NOT LIMITED TO, A TRANSACTION THAT CHARACTERIZES FRAUD OR A CRIMINAL ACT) WILL NOT BE AUTHORIZED OR WILL BE SUBJECT TO CHARGEBACK.

4.3.4. THE PROVISION OF SERVICES WILL BE IMMEDIATELY TERMINATED BY X-PAY SMART IF IT IS FOUND THAT TRANSACTIONS PERFORMED BY THE CUSTOMER HAVE BEEN DELIBERATELY FRAUDED BY THE CUSTOMER, HIS/HER EMPLOYEES, CONTRACTORS OR AGENTS. 

4.3.5. The risk of unauthorized or illegal use by CARD holders will be borne entirely by the CUSTOMER.

4.4. The CUSTOMER is aware that he/she will be disqualified if he/she reaches a percentage of suspicious or irregular TRANSACTIONS as defined by the ACCREDITORS and/or FLAGS and X-PAY SMART's fraud monitoring rules, as well as if he/she reaches TRANSACTION DISPUTE rates above the limits established by X-PAY SMART, ACCREDITORS and/or FLAGS. 

4.4.1. In the event of the above situations, without prejudice to certain obligations to be assumed by the CLIENT, the CLIENT must reimburse X-PAY SMART for any losses caused and penalties applied, in accordance with the collection methods provided for in the CONTRACT. 

4.5. The CLIENT, in carrying out its activities and carrying out TRANSACTIONS, may not use technological resources, hardware, software or any other technology not approved or authorized by X-PAY SMART and/or that may bring fraud or security risks to the SERVICES and/or EQUIPMENT that are not in accordance with the international rules and standards of the card industry. TRANSACTIONS must be captured, processed, routed, settled and cleared only through the X-PAY SMART TECHNOLOGICAL SOLUTION, and must also be in accordance with the rules, procedures and authorizations of the ACCREDITATORS and/or FLAG and the payment method market. 

4.6. The CUSTOMER undertakes to collaborate with X-PAY SMART, PAYMENT INSTITUTORS and regulatory bodies in providing data and information related to TRANSACTIONS, including, but not limited to, that which refers to the prevention and combating of money laundering, concealment of assets, financing of terrorism and crimes against children and adolescents. 

4.7. Failure by the CUSTOMER to comply with any clause of this item IV – TRANSACTIONS and/or item VI below – PROHIBITION OF ILLEGAL AND IMMORAL PRACTICES AND CUSTOMER LIABILITY shall authorize X-PAY SMART to terminate this CONTRACT for just cause, regardless of prior notice, without prejudice to the compensation, by the CUSTOMER, of the resulting losses and damages to X-PAY SMART. 

V – DISPUTE OF TRANSACTIONS – CHARGEBACK – AND CANCELLATION OF TRANSACTIONS

5.1. In the event of a DISPUTE OF TRANSACTIONS, X-PAY SMART will receive information from the ACCREDITOR and will request the CUSTOMER, when applicable, to provide proof of the TRANSACTION. 

5.1.1 The CUSTOMER will be exclusively responsible for any DISPUTE OF TRANSACTION. Therefore, the CUSTOMER must directly resolve with the CARDHOLDER any and all disputes regarding the goods and/or services provided, including cases of defects or returns, delivery problems, etc. As provided in this Agreement, X-PAY SMART IS EXEMPT FROM ANY LIABILITY RELATING TO THESE GOODS AND SERVICES, INCLUDING WITH RESPECT TO THE CONSUMER PROTECTION AND DEFENSE CODE AND OTHER APPLICABLE LEGISLATION. THE CUSTOMER COMMITS TO DEFEND X-PAY SMART AGAINST ANY DEMANDS AND COMPLAINTS, JUDICIAL OR EXTRAJUDICIAL, THAT CONCERN THE LEGAL RELATIONSHIP WITH THE CARDHOLDER, AND TO INDEMNIFY IT FOR ANY DAMAGES ARISING THEREFROM. 

5.1.2. In the event of a TRANSACTION DISPUTE, the CUSTOMER: (i) will be responsible for reimbursing the amount corresponding to the disputed TRANSACTION; ( ii ) acknowledges and agrees that he/she is bound by the rules of the BRANDS and ACCREDITORS with respect to any chargeback; and ( iii ) that he/she will provide X-PAY SMART, the ACCREDITORS or the BRANDS or ISSUING BANKS with the information available to effect a chargeback. 

5.2. The CUSTOMER must, whenever requested, send to X-PAY SMART legible and unerased copies of the SALES RECEIPTS, signed or not by the CARDHOLDERS, as well as any additional documentation proving the TRANSACTION, within 2 (two) days from the date of X-PAY SMART's request. If the CUSTOMER does not present a copy of the documents mentioned above within the established period, he/she will be subject to non-payment or debit of the respective TRANSACTION. 

5.2.1. In order to comply with the above provisions, the CUSTOMER must keep on file the original signed or unsigned copy of the SALES RECEIPTS, as well as any additional documentation proving the TRANSACTION, for a period of 18 (eighteen) months, counting from the date of the TRANSACTION.

5.2.2. The data printed on the SALES RECEIPTS have a useful life of up to 5 (five) years, as informed on the back of the SALES RECEIPTS, provided that direct contact with plastics, solvents or chemicals is avoided, as well as exposure to excessive heat and humidity, sunlight and fluorescent lamps. For greater security, it is recommended that the CUSTOMER make copies of the SALES RECEIPTS, as well as any documentation proving the delivery of the goods purchased or the provision of services performed. 

5.3. The TRANSACTION, even after being authorized, may not be processed or may be canceled by X-PAY SMART, at its sole discretion and at any time, in the following cases: (i) If irregularities and/or circumstances that characterize signs or suspicion of fraud are found, under the terms of this AGREEMENT; ( ii ) Failure to recognize the TRANSACTION by the CARDHOLDER, due to suspicion of fraud; or ( iii ) Failure by the CUSTOMER to comply with the terms of this AGREEMENT and/or the manuals issued by BANDERAS and their respective updates, as well as the applicable legislation. 

5.3.1. For the authorization of the TRANSACTION in general, the CARD ISSUER verifies whether the CARD is not blocked and whether the TRANSACTION has a value within the CARDHOLDER's limits. Therefore, the authorization of the TRANSACTION with the release of the authorization code by X-PAY SMART does not constitute any type of declaration by X-PAY SMART regarding the regularity of the TRANSACTION, and it is possible that irregularities in the TRANSACTION may be detected later, justifying its cancellation or non-payment to the CUSTOMER. 

5.4. If the TRANSACTION is reversed, for any reason, by the ACCREDITED and/or the CARD ISSUER in accordance with the operational rules and regulations of the BRANDS and/or ACCREDITED, or if X-PAY SMART understands that a TRANSACTION previously sent in accordance with this AGREEMENT is illegal, unenforceable, irregular, questionable, not genuine or otherwise unacceptable or suspicious, the amount of such TRANSACTION may be reversed by decision of X-PAY SMART and deducted from any payment due to the CUSTOMER in his/her FINANCIAL AGENDA. This rule will also be applied in the following situations: (i) if the dispute over the goods and services provided, including but not limited to services not provided, merchandise not delivered or even cases of defect, flaw or return, is not resolved between the CUSTOMER and CARRIER or if the CARRIER does not recognize or disagrees with the TRANSACTION; (ii) if there is an error in the processing of the TRANSACTION, including, but not limited to, incorrect value, duplicate submission, etc .; (iii) if the TRANSACTION is not proven by the presentation of the SALES RECEIPT, invoice, contract and/or the respective proof of delivery of merchandise or service and/or other documents that may be required by X-PAY SMART; (iv) if the SALES RECEIPT is illegible, scratched out, altered or damaged; (iv) If the SALES RECEIPT is duplicated, falsified or copied from another; (v) if there is an order from a legitimate authority preventing the transfer and/or determining the blocking, seizure, attachment, custody or deposit of the CUSTOMER's credits; (vi) if there is an error in the process of obtaining the AUTHORIZATION CODE of the TRANSACTION, if the AUTHORIZATION CODE is denied, if the TRANSACTION does not have a valid AUTHORIZATION CODE on the date of sale, if the CARD is expired, if the TRANSACTION was made using an invalid CARD or if the CARD is listed in a protective bulletin; (vii) if the TRANSACTION was made with a CARD that had CHIP technology at the time of sale and the CUSTOMER did not properly read this technology on the EQUIPMENT; (viii) If the CUSTOMER carries out a suspicious, irregular or fraudulent TRANSACTION, or reaches or exceeds the percentage of suspicious, fraudulent or irregular TRANSACTIONS, or CHARGEBACKS, in accordance with the scales defined by X-PAY SMART and/or the ACCREDITATORS or the FLAG; (ix) if the CARDHOLDER does not authorize the renewal of the services; (x) if the CUSTOMER obtains pre-authorization of the TRANSACTION, where applicable, and does not confirm it later. 

5.5. The CUSTOMER may request, under conditions established at the discretion of X-PAY SMART and/or the ACCREDITORS, the CANCELLATION OF TRANSACTIONS in the credit mode within 45 (forty-five) days and the CANCELLATION OF TRANSACTIONS in the debit mode within 5 (five) days, counting from the date of the respective TRANSACTION. X-PAY SMART will have a period of up to 10 (ten) days to analyze the cancellation procedure and respond to the CUSTOMER regarding the possibility of canceling or not that specific TRANSACTION. 

5.5.1. If the CUSTOMER requests the cancellation of the TRANSACTIONS before receiving the amount of the TRANSACTION, the TRANSACTION will be canceled and the respective payment will not be made.

5.5.2. If the CUSTOMER requests the cancellation of TRANSACTIONS and the payment for the TRANSACTION has already been made to the CUSTOMER, in whole or in part, even in advance, X-PAY SMART may or may not cancel the TRANSACTION, regardless of any justification to the CUSTOMER. 

5.6. In the event of DISPUTE AND/OR CANCELLATION of a TRANSACTION already settled by X-PAY SMART to the CUSTOMER, the refund will be made whenever possible by means of a debit adjustment in the CUSTOMER'S FINANCIAL AGENDA or GRAPHIC ACCOUNT, at the discretion of X-PAY SMART, which is hereby authorized by the CUSTOMER for all legal purposes. The CUSTOMER must have sufficient balance in the FINANCIAL AGENDA and/or GRAPHIC ACCOUNT to support the refund of amounts due to X-PAY SMART. In case of insufficient funds in the FINANCIAL AGENDA and/or GRAPHIC ACCOUNT, X-PAY SMART may use all collection methods accepted by Brazilian law, and may even request that the CUSTOMER’s name be included in credit protection agencies, and the CUSTOMER must reimburse X-PAY SMART for all costs and expenses arising from this collection or any other debt owed by the CUSTOMER to X-PAY SMART. 

5.6.1. The amount of the canceled or reversed TRANSACTION, which must be returned by the CUSTOMER to X-PAY SMART, must be updated by the IPC/FGV (or index that replaces it) from the date of transfer, plus interest of 1% (one percent) per month or pro-rata fraction , plus operating charges and LOSSES and damages incurred. 

VI – PROHIBITION OF ILLEGAL AND IMMORAL PRACTICES AND CUSTOMER LIABILITY

6.1. The SERVICES may not be used in any manner that is not expressly provided for and authorized in this AGREEMENT. When using the resources made available by X-PAY SMART under this Agreement, the CUSTOMER undertakes to observe: (a) the clauses and conditions of this Agreement; (b) the Privacy Policy and the Rules of Use of X-PAY SMART; (c) the clauses and conditions established in its contracts with CARDHOLDERS; (d) applicable Brazilian legislation, including consumer protection regulations. 

6.2. In particular, the SERVICE may not be used to enter into a legal transaction: (a) that the CUSTOMER is prevented from entering into, by virtue of legal, regulatory, contractual, statutory or other rules applicable to the CUSTOMER; (b) that the CUSTOMER knows or should know that the CARDHOLDER is prevented from entering into, by virtue of legal, regulatory, contractual, statutory or other rules applicable to the Buyer; (c) whose purpose is unlawful or contrary to morality or good customs, or violates this CONTRACT; (d) whose determining reason, common to the CLIENT and the HOLDER, is unlawful; (e) whose purpose is to defraud the law or rights of third parties; (f) which constitutes simulation, within the meaning of art. 167, § 1.°, of the Brazilian Civil Code; or (g) which the CLIENT knows or should know to be null and void or to be tainted by a defect that makes it voidable. 

6.3. Furthermore, the CLIENT may not, under any circumstances: (a) disrespect the law, whether Brazilian or that of the place where the SERVICE is being used, including the rules relating to data transmission and copyright and/or industrial property rules; (b) disrespect morality, good customs or the rights of third parties to honor, private life, image and personal and family privacy; (c) use obscene, offensive or indecent language or images; (d) transmit or disseminate any unlawful, libelous, slanderous, defamatory, harmful, abusive, threatening, vulgar, obscene, or otherwise objectionable message or material; (e) transmit or disseminate information about illegal activities and incitement to crime; (f) send unsolicited advertising material, including spam, junk mail or chain letters; letters ); (g) send direct mail, chain letters or pyramid schemes, working capital, loan sharking, loans, among others, involving the CLIENT or third parties; (h) interfere with or interrupt the SERVICE or the servers or networks connected to the SERVICE; (i) use the brand of X-PAY SMART, companies of its Economic Group or its partners outside the strict limits that may be authorized. 

6.4. The CLIENT shall assume all civil and criminal liability before X-PAY SMART and third parties for the failure to comply with the CLIENT's obligations, for the inaccuracy of the CLIENT's statements and for any other unlawful conduct of the CLIENT. The CUSTOMER shall promptly indemnify X-PAY SMART against any losses, including expenses, attorney fees and court costs, suffered by X-PAY SMART as a result of the CUSTOMER's breach of contractual or legal obligations, the inaccuracy of the CUSTOMER's statements or claims by third parties regarding the CUSTOMER's conduct, without prejudice to X-PAY SMART's right to terminate this agreement as set forth in this AGREEMENT. 

6.4.1. In the event of an action brought by a consumer of the CUSTOMER against X-PAY SMART or the CREDENTIAL COMPANY or any other administrative or judicial act that may be proposed against X-PAY SMART and/or the CREDENTIAL COMPANY, for whatever reason and at whatever time, the CUSTOMER undertakes to request the replacement of X-PAY SMART and/or the CREDENTIAL COMPANY as the passive party in any judicial or administrative proceedings, or to bear the costs of attorney's fees and court costs, if such replacement is not possible. The CUSTOMER also agrees, from now on, that X-PAY SMART will report the dispute or call the CUSTOMER to the proceedings, if necessary. 

6.4.2. The CUSTOMER undertakes to assume as a net and certain debt the amount determined in a judicial agreement made at the sole discretion of X-PAY SMART in a lawsuit filed by a consumer of the CUSTOMER against X-PAY SMART or in execution of a judgment, with the CUSTOMER being exclusively, jointly and severally, incommunicably and irrevocably liable, for all legal purposes and effects, for the fulfillment of all respective obligations and/or convictions arising from these legal actions. 

6.4.3. All costs and other legal expenses eventually incurred by X-PAY SMART in lawsuits filed by the CUSTOMER's consumers will be solely and exclusively borne by the CUSTOMER, as well as legal and contractual attorney's fees , in accordance with X-PAY SMART's payment policy. The receipts will serve as the amount of the net and certain debt in favor of X-PAY SMART to be reimbursed by the CLIENT through a discount on the transfer of the TRANSACTION, debit in the FINANCIAL AGENDA and/or in the CLIENT's GRAPHIC ACCOUNT, which the CLIENT expressly authorizes and agrees to, or through payment by the CLIENT of the corresponding amount in cash, by means of a bank slip, sent to the CLIENT by X-PAY SMART or any other means chosen by X-PAY SMART. 

6.4.4. Failure to pay the amounts mentioned herein by the due date will give rise to the application of legal interest and a fine equivalent to 2% (two percent) on the amounts actually spent by X-PAY SMART. 

6.5. X -PAY SMART will take steps to identify and prevent fraud and illegal practices, and the CUSTOMER undertakes to guide its employees on compliance with prevention policies, as well as to provide the information requested by X-PAY SMART. 

6.6. X-PAY SMART will be exempt from any liability relating to fraud, indications or suspicions of fraud, in all TRANSACTIONS with CARDS and carried out by the CUSTOMER, which will be the sole responsibility of the CUSTOMER. 

6.7. In the event of suspicion of irregular TRANSACTIONS, X-PAY SMART is immediately authorized by the CUSTOMER to initiate an investigative procedure for the respective investigation, regardless of the sending of a communication to the CUSTOMER. 

6.8. If the CUSTOMER is notified by X-PAY SMART about any investigative procedure, the CUSTOMER must cooperate fully with the CREDENTIAL PROVIDERS, FLAGS and/or X-PAY SMART, and undertakes to provide all SALES RECEIPTS and any other documents requested by the CREDENTIAL PROVIDERS, FLAGS and/or X-PAY SMART and adopt any and all recommendations to regularize its operations within the period indicated by the CREDENTIAL PROVIDERS, FLAGS and/or X-PAY SMART, and X-PAY SMART may carry out an inspection of the EQUIPMENT used by the CUSTOMER, on any date and during business hours, regardless of prior communication to the CUSTOMER. 

6.9. In the event of suspicion of fraud or any other illicit activity and during the execution of the aforementioned investigative procedure, X-PAY SMART may suspend the TRANSACTIONS and the financial settlement of the TRANSACTIONS to the CUSTOMER or withhold any transfers to be made to the CUSTOMER, from the date of the beginning of the investigative procedure until its completion, without this generating for X-PAY SMART the incidence of a fine or late payment charges. 

6.10. If the occurrence of irregularities in the TRANSACTIONS is not proven and this CONTRACT remains in force, the amounts of the TRANSACTIONS must be paid by X-PAY SMART to the CUSTOMER, without any increase or penalty. 

6.11. In the event of fraud or suspected fraud or irregularity in the transaction by the CUSTOMER being detected, X-PAY SMART may immediately block the TRANSACTIONS, de-accredit the CUSTOMER and/or terminate this CONTRACT and/or retain any and all amounts that may have to be transferred by X-PAY SMART to the CUSTOMER for the period necessary to conclude the determination of all LOSSES. Once the losses resulting from suspected fraud or fraud or irregularities have been determined, the retained amounts may be used to amortize/compensate for the losses of X-PAY SMART and/or the CARDHOLDERS and/or the ACCREDITORS and/or ISSUERS. 

6.12. In relation to the SERVICES contracted herein, X-PAY SMART may determine and communicate in writing to the CLIENT a monetary limit to be observed by the CLIENT to operate and carry out TRANSACTIONS, within a specified period, in which the CLIENT agrees to obtain prior approval from X-PAY SMART to continue submitting the TRANSACTIONS for the capture, processing and settlement process. 

CLAUSE VII – EQUIPMENT 

7.1. To use the SERVICES, the CLIENT must purchase EQUIPMENT approved by X-PAY SMART or be the owner of a SELLER SITE, under the terms and conditions established in this Agreement. The EQUIPMENT is available for negotiation on X-PAY SMART's partner distribution channels 

7.1.1. THE MERE PURCHASE OR RENTAL OF THE EQUIPMENT DOES NOT IMPLY APPROVAL OF THE REGISTRATION FOR USE OF THE SERVICES. IF THE REGISTRATION IS NOT APPROVED, THE CUSTOMER WILL BE OFFERED A REFUND OF THE AMOUNT PAID FOR THE EQUIPMENT, UPON ITS RETURN IN PERFECT CONDITION.

7.1.2. Due to the purchase, the CUSTOMER must adopt and observe all conditions of use set forth in the instruction manual sent by the manufacturer together with the EQUIPMENT.

7.1.3. X-PAY SMART shall not be liable in any way for the EQUIPMENT or other operating materials purchased or contracted by the CUSTOMER with third parties, even if accredited or approved by X-PAY SMART. 

7.1.4. The installation and uninstallation of the EQUIPMENT may be performed by X-PAY SMART or by third parties indicated by it, at the address provided by the CUSTOMER. 

7.1.5 X-PAY SMART may also rent machines to the CLIENT to perform the tasks of the TECHNOLOGICAL SOLUTION. The rental will depend on the offer and approval of X-PAY SMART, at its sole discretion. 

7.2. Upon request and prior analysis, X-PAY SMART may, at its discretion, provide the CLIENT with more than one EQUIPMENT linked to the same CLIENT's account, according to commercial conditions to be defined at the time of supply. 

7.3. Once the purchase or rental order is accepted, the EQUIPMENT will be delivered to the address indicated by the CLIENT in his/her registration.

7.4. Delivery of the EQUIPMENT will only be completed after full payment of the total value of the EQUIPMENT, when applicable.

7.5. The EQUIPMENT will have a MANUFACTURER'S WARRANTY, as established in the manual. The CUSTOMER undertakes to comply with and observe all terms and conditions of the product warranty established in the manual that will accompany the EQUIPMENT.

7.5.1. THERE ARE CASES OF EXCLUSION FROM THE WARRANTY, IN ADDITION TO THOSE PROVIDED FOR BY LAW: (A) USE OF THE EQUIPMENT IN DISCOMPLIANCE WITH THE MANUFACTURER'S INSTRUCTION MANUAL AND X-PAY SMART'S GUIDELINES; (B) EXCLUSIVE FAULT OF THE CUSTOMER OR THIRD PARTIES; (C) USE OF THE EQUIPMENT BY ANY THIRD PARTY OTHER THAN THE CUSTOMER; (D) OCCURRENCE OF EVENTS OF FORTUITOUS EVENT OR FORCE MAJEURE THAT AFFECT THE OPERATION OF THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION, ELECTRIC DISCHARGES. (E) DAMAGES RESULTING FROM VANDALISM, FIRE, FORCES OF NATURE, FAILURES IN THE ELECTRICAL OR TELEPHONE NETWORK, FLOODING, LIGHTNING AND FLOODING. (F) DAMAGES CAUSED BY AGENTS EXTERNAL TO THE EQUIPMENT (LIQUID, FALLING) AND OTHER IRREGULAR USE; (G) DEFECTS CAUSED BY REPAIRS CARRIED OUT BY COMPANIES NOT ACCREDITED BY THE MANUFACTURER. 

7.6. THE CUSTOMER shall install any and all updates made available by X-PAY SMART, in order to ensure continued use of the SERVICES. X-PAY SMART SHALL NOT BE LIABLE FOR ANY FAILURES IN THE PROVISION OF SERVICES RELATED TO FAILURE TO COMPLY WITH THE PROVISIONS OF THIS CLAUSE. 

7.7. CUSTOMER acknowledges and agrees that the EQUIPMENT uses wireless connectivity to enable TRANSACTIONS to be carried out.

7.7.1. In cases where connectivity is integrated into the EQUIPMENT without the need for the CUSTOMER to purchase a data plan, connectivity will not be subject to additional charges, fees or costs, except for reactivation, under the terms of clause 7.7.2.1 below. 

7.7.2. Connectivity of EQUIPMENT that requires integration with smartphones or tablets will be in accordance with the data plan contracted by the CUSTOMER with its telecommunications service provider, subject to the values, restrictions and limitations imposed by the operator chosen by the CUSTOMER.

7.7.2.1. IF THE CUSTOMER DOES NOT MAKE ANY TRANSACTION DURING THE PERIOD OF 90 (NINETY) DAYS, CONNECTIVITY WILL BE AUTOMATICALLY INACTIVATED. FOR REACTIVATION, THE CUSTOMER MUST CONTACT X-PAY SMART AND PAY THE REACTIVATION FEE SET OUT IN THE TABLE AVAILABLE ON THE X-PAY SMART WEBSITE. 

7.8. In relation to the EQUIPMENT, the CUSTOMER undertakes to: (a) check the registration data printed on the SALES RECEIPT issued for the EQUIPMENT; (b) use the EQUIPMENT correctly, strictly complying with the terms of use of X-PAY SMART, being responsible for the costs of installation, repair and maintenance of the EQUIPMENT in the event of its breakage or failure resulting from improper use and/or installation and/or handling by its employees or agents; (c) keep the EQUIPMENT at the installation location informed in the registration or at another location authorized by X-PAY SMART, and must notify X-PAY SMART in advance in the event of any change, and may not assign, sublet, transfer or dispose of, in whole or in part, the EQUIPMENT without the consent of X-PAY SMART; (d) adopt all necessary measures and precautions to maintain the custody, integrity and perfect conservation and operation of the EQUIPMENT, and the CUSTOMER is prohibited from carrying out any repair or modification to such EQUIPMENT, undertaking to immediately notify X-PAY SMART of any intervention or violation by third parties of any of its rights in relation to the EQUIPMENT; (e) acknowledge and agree that the application software provided or inserted into the EQUIPMENT is owned by X-PAY SMART or third parties and incorporates the intellectual property of X-PAY SMART or such third parties, and the CUSTOMER may only use them, undertaking not to provide, copy, alter, modify, adapt, manipulate, add, decompile , decompose or perform any conversion of the software, and the use of reverse engineering or use for purposes other than those provided for in this AGREEMENT is also prohibited, under penalty of immediate termination of the AGREEMENT, without prejudice to compensation for any losses and damages caused; (f) assume full responsibility in the following cases: theft, robbery, total or partial loss, fire, total or partial destruction, careless handling. (g) in cases of theft or robbery, fire or total or partial destruction, the CUSTOMER must immediately notify X-PAY SMART and file the respective Police Report, which must include the data that identifies the EQUIPMENT; (h) immediately notify X-PAY SMART if there is suspicion of fraud or confirmed fraud in the EQUIPMENT. 

7.9. The CUSTOMER must comply with and remain compliant with the rules of the ACCREDITATORS and/or FLAGS and the rules of the payment methods market, as informed by X-PAY SMART, and must, where applicable, adapt the operating standards of their EQUIPMENT to the new standards, within the deadlines and conditions established by X-PAY SMART. In case of non-compliance, X-PAY SMART is exempt from any liability regarding indications or suspicions of fraud, in all TRANSACTIONS with CARDS and PAYMENT METHODS, and the CUSTOMER must bear any losses that are proven to be caused to X-PAY SMART or to the CUSTOMER itself. 

7.10. The CUSTOMER acknowledges X-PAY SMART's right to interrupt the provision of SERVICES and hereby declares that it is fully aware that the SERVICES may eventually be affected or temporarily interrupted for technical reasons, due to repair, maintenance or replacement of EQUIPMENT. 

7.11. GIVEN THE IMPOSSIBILITY OF ANY TELECOMMUNICATION OR COMPUTER SYSTEM TO OPERATE FULL AND UNINTERRUPTEDLY FOR 365 (THREE HUNDRED AND SIXTY-FIVE) DAYS A YEAR, 24 (TWENTY-FOUR) HOURS A DAY, IN THIS SITUATION OF FRAGILITY, ALSO INCLUDING, DUE TO ITS COMPLEXITY, THE AVAILABILITY OF THE SERVICE, INCLUDING DUE TO DEPENDENCE ON TELECOMMUNICATIONS SERVICES PROVIDED BY THIRD PARTIES, X-PAY SMART DOES NOT GUARANTEE, IN ANY WAY, THE PROVISION OF THE SERVICES IN AN UNINTERRUPTED OR ERROR-FREE MANNER AND IS NOT RESPONSIBLE FOR ANY DAMAGES OR LOSSES. FOR THE IMPOSSIBILITY OF CARRYING OUT TRANSACTIONS DURING THE PERIODS OF SERVICE UNAVAILABILITY. 

7.12. X-PAY SMART is not responsible for any failures, delays or interruptions in the SERVICES resulting from unforeseeable circumstances or force majeure, as well as for limitations imposed by the Government or resulting from the actions of telecommunications service operators interconnected to the CUSTOMER's network, or even for misuse of the service by the CUSTOMER or for any other fact beyond the control of X-PAY SMART. 

7.13. The EQUIPMENT will remain in the possession of the CUSTOMER for the term of the CONTRACT, in the person of its legal representative, who expressly accepts the role of faithful custodian of the EQUIPMENT, thus being responsible, for all legal purposes, for the custody and conservation of the EQUIPMENT, in accordance with article 627 et seq. of the Brazilian Civil Code. The parties expressly agree that the ACCREDITED PARTY shall not be liable for any remuneration for the deposit of the EQUIPMENT established in this clause. 7.14. The CLIENT declares and agrees that, in the case of rental, the CLIENT will pay the rental of the EQUIPMENT according to the values charged by X-PAY SMART, which may vary according to the plan contracted by the CLIENT, plus the respective adjustments at the shortest frequency permitted by law, in accordance with the variation of the IGP-M/FGV. Payment shall be made monthly within the period determined by X-PAY SMART by debiting the transfer amounts to which the CLIENT is entitled due to TRANSACTIONS carried out or, if none exist, the debit in the BOOKKEEPING CONTROL. In case of delay, the debit shall be subject to monetary correction by the IGP-M/FGV, interest on arrears of 1% (one percent) per month and a fine of 10% (five percent). 

7.15. In the event of termination or expiration of this agreement or in the event of cancellation of a specific EQUIPMENT, the leased EQUIPMENT and its peripherals must be returned by the CUSTOMER to X-PAY SMART in the same condition in which they were received, within a maximum period of 48 (forty-eight) hours from the termination, cancellation or expiration, and this period may be extended at the discretion of X-PAY SMART. If the CUSTOMER does not return the EQUIPMENT to X-PAY SMART within the aforementioned period, X-PAY SMART may charge the CUSTOMER the invoice value of the EQUIPMENT, plus a fine of 20% (twenty percent). X-PAY SMART is hereby authorized to carry out the aforementioned debit from the FINANCIAL AGENDA and/or the GRAPHIC ACCOUNT. If it is not possible to debit the invoice amount for the EQUIPMENT not returned by the CUSTOMER, X-PAY SMART may use all possible means to collect its credit, including including the CUSTOMER's name in credit protection agencies. 

7.15.1. In addition to reimbursing any and all losses that X-PAY SMART may incur in the recovery and/or collection of its assets, X-PAY SMART will in any case charge and/or proceed with the retention and/or compensation of amounts due to the CUSTOMER, without prejudice to the collection of the rental of the EQUIPMENT until X-PAY SMART is duly refunded and/or reimbursed. 

7.15.2. The ACCREDITED PARTY may, in addition to applying the measures provided above in the event of non-return of the EQUIPMENT, carry out the judicial or extrajudicial procedure of search and seizure of the EQUIPMENT at the address indicated by the CUSTOMER.

VIII – ADVANCE OF RECEIVABLES

8.1. If the CUSTOMER wishes and X-PAY SMART formally accepts, the CUSTOMER may choose to negotiate the receivables arising from the TRANSACTIONS with X-PAY SMART. It will be up to X-PAY SMART to define the conditions for the negotiations of receivables. 

8.1.1. It is hereby established that any and all negotiations, advances or assignments in relation to receivables are subject to the consent of X-PAY SMART. X-PAY SMART will verify and inform the CUSTOMER whether he is able to negotiate his receivables. 

8.2. For the assignment of receivables, the following conditions must be observed:

I. ASSIGNMENT OF RECEIVABLES: The transaction must be carried out by means of assignment of receivables by the CLIENT to X-PAY SMART, which will imply the definitive transfer of ownership of the receivables to X-PAY SMART, with the referred assigned receivables no longer forming part of the CLIENT's assets or assets. If the CLIENT is interested, the CLIENT will request the assignment of all receivables. X-PAY SMART will analyze and inform whether the transaction can be carried out and the price it is willing to pay for the assignment, according to its evaluation criteria, and if the CLIENT accepts, it will credit, either itself or through a partner liquidating entity, on behalf of and by order of X-PAY SMART, the value of the receivables acquired within the term agreed with the CLIENT, after deducting the price of the assignment and other amounts due under this Agreement. X-PAY SMART, even if it authorizes the assignment of receivables, may carry out the operation only for part of the receivables, according to its risk assessment criteria. The receivables not assigned will be transferred to the CLIENT within the term originally agreed with X-PAY SMART. 

II. CHANGE OF PLAN: The acceptance by X-PAY SMART to acquire the CLIENT's receivables will necessarily imply in the change of X-PAY SMART's REMUNERATION plan, at which time all TRANSACTIONS carried out after the change of the plan will be subject to assignment (“Advance Plan”). The Advance Plan is subject to a minimum term of relationship between the CLIENT and X-PAY SMART, including in relation to the number of TRANSACTIONS, line of business, CHARGEBACK level, among other X-PAY SMART risk analysis criteria. 

III. ASSIGNMENT PRICE: When the CUSTOMER requests the advance of receivables, X-PAY SMART will inform the price of the assignment, taking into account the amount to be assigned and the term for transferring the assigned receivables and the CUSTOMER's CHARGEBACK index. 

IV. CHANNELS: The request for assignment of receivables and migration to the Advance Plan may be made through the channels made available by X-PAY SMART, including its website. X-PAY SMART may change the channels at any time. The channels will operate on business days, at times to be announced by X-PAY SMART. The Advance Plan may also be cancelled through X-PAY SMART channels, in accordance with the conditions established at the time of plan migration. 

V. VALIDATION OF THE OPERATION: In order to formalize and make the assignment of receivables effective, the CUSTOMER must comply with all security and validation requirements that may be required by X-PAY SMART at the time of requesting the assignment. X-PAY SMART may also request documents, record calls and/or take other measures that it deems necessary to confirm the formalization of the assignment. Therefore, the CUSTOMER expressly authorizes and acknowledges, as a precondition to the assignment of its receivables, that X-PAY SMART may adopt any of the above measures and others that it deems necessary in relation to the assignment of receivables. 

VI. RESPONSIBILITY FOR ASSIGNED RECEIVABLES: In the assignment transactions dealt with herein, the CLIENT hereby acknowledges and accepts that he/she is responsible for the legitimacy of the assigned receivables, as well as for the reversals, debits and cancellations that occur in relation to such receivables, and must reimburse X-PAY SMART in the event of reversal, debit, CHARGEBACK or cancellation of the assigned receivables, duly corrected by the IGP-M/FGV (or index that replaces it) and increased by interest of 1% (one percent) per month. It is agreed that the value of the reversals, debits and cancellations, increased by the respective correction and interest, may be deducted from the CLIENT's FINANCIAL AGENDA or even debited from his/her GRAPHIC ACCOUNT. 

VII. CANCELLATION: The assignment transactions, once ordered by the CLIENT and/or settled by X-PAY SMART, cannot be canceled. 

VIII. NEGOTIATION OF ACQUIRED RECEIVABLES: X-PAY SMART may, at any time, negotiate and assign to third parties the receivables acquired from the CUSTOMER. THE CUSTOMER DECLARES HIMSELF TO BE AWARE AND IN AGREEMENT, IRREVOCABLY AND IRRETRACTABLY, WITH THE POSSIBLE ASSIGNMENT AND NEGOTIATION THAT X-PAY SMART MAY MAKE OF THE ACQUIRED RECEIVABLES. 

8.3. For negotiations of receivables with X-PAY SMART, it is agreed that: (a) negotiations will always be for a fee; (b) the assignment price determined by X-PAY SMART will be applied and, (c) the receivables assigned and/or negotiated must always refer to TRANSACTIONS already carried out and be completely free and clear of any links, liens or encumbrances. It is hereby clarified that X-PAY SMART does not carry out operations for the assignment of future receivables, i.e. relating to TRANSACTIONS not yet carried out. 

8.4. For the purposes of this Agreement, the deposit in the CUSTOMER's bank account or in the COUNTER GRAPHICS of the amount of the receivables, at X-PAY SMART's discretion, less X-PAY SMART's remuneration and the price of the assignment of the operation, characterizes the completion of the negotiation of the credit rights of the receivables and represents the irrevocable and irreversible settlement by the CUSTOMER of the respective transfers. If the CUSTOMER subsequently and unduly receives the transfers of the receivables that were assigned, he/she undertakes to deliver them to X-PAY SMART, when the negotiation has been carried out by X-PAY SMART within 24 (twenty-four) hours. 

8.5. The CLIENT shall be responsible for the legitimacy and legality of the TRANSACTIONS that originated the negotiated receivables and their regularity in accordance with this Agreement, under penalty of reversal, debit or cancellation, which may occur within the terms provided for in this Agreement, regardless of the validity of any receivables negotiations.

IX – REMUNERATION

9.1. As a result of the services offered by X-PAY SMART, the CLIENT agrees to pay the percentages made available on the website of X-PAY SMART and its intermediary partners of the SERVICES, as the case may be. 

9.1.1. The CUSTOMER shall also be responsible for paying the following charges, in accordance with the amounts in force at the time of the generating event and as may be required by X-PAY SMART: 

(i) ADVANCE/DISCOUNT FEE: fee charged for the advance of receivables to the CUSTOMER;

(ii) SETTLEMENT/ADMINISTRATION FEE: fee due for the settlement/transfer of TRANSACTION amounts to the CUSTOMER; 

(iii) PER TRANSACTION FEE: fixed amount for each TRANSACTION carried out. 

(iv) FEES FOR MOVEMENTS IN THE GRAPHIC ACCOUNT: due for movements in the GRAPHIC ACCOUNT; 

(v) INACTIVITY FEE: fee due for every 3 (three) months without the CUSTOMER carrying out any TRANSACTION;

(vi) EQUIPMENT RENTAL: monthly remuneration due by the CUSTOMER to X-PAY SMART for the rental of each EQUIPMENT. 

9.2. The amounts will be adjusted at the shortest frequency permitted by law, in accordance with the variation of the IGP-M/FGV index or, in the event of its extinction, by the index that replaces it.

9.3. The amounts due to X-PAY SMART will be automatically debited from the gross amount of the TRANSACTION, with only the net amount being passed on to the CUSTOMER, that is, the difference between the amounts subject to the TRANSACTIONS and the amounts due to X-PAY SMART; 

9.4. X -PAY SMART may adjust the amounts by informing the CLIENT in advance, by email or by posting on its website, at least 7 (seven) days in advance of the adjustment. If the CLIENT does not agree with the new remuneration conditions, he/she may terminate the CONTRACT, assuming any existing debts. Failure by the CLIENT to terminate the CONTRACT shall be interpreted as consent to the new amounts/rates. 

9.5. The CLIENT is aware and agrees that in cases where the rates and/or fees charged by the FLAGS and ACCREDITORS undergo any adjustments, said adjustments shall be reflected in the remuneration of X-PAY SMART provided for in this CONTRACT, in order to ensure the economic and financial balance of the provision of the SERVICE, which is the object of this CONTRACT. 

9.6. In the event that X-PAY SMART is obliged to make any type of refund to the CLIENT'S GRAPHIC ACCOUNT, the CLIENT will be obliged to pay, in favor of X-PAY SMART, the refund fees and the costs and expenses provided for in the price list available on the X-PAY SMART website. 

9.7. Under no circumstances will any payments be made to the CLIENT if the CLIENT is not able to receive them within the national territory, and no TRANSACTIONS will be transferred to bank accounts owned by third parties, which are not in the CLIENT's name or which are held in an institution outside the national territory and/or not regularly constituted or authorized to operate within the Brazilian territory.

9.8. X -PAY SMART may charge the CLIENT, in addition to the REMUNERATION set forth above, the costs and fees arising from the transfer of funds from the GRAPHIC ACCOUNT to the CLIENT'S BANK ADDRESS, such as those with a DOC and TED order. 

9.9. X-PAY SMART may establish, upon prior written notice, new forms of REMUNERATION for its services provided, such as fees or rates. 

9.10. In order to collect amounts due by the CLIENT, the CONTRACTOR may adopt, at its sole discretion, any of the following alternatives: (i) offset the amount of the debit with any other credits, present or future, due to the CLIENT; (ii) make debit entries in the CLIENT'S GRAPHIC ACCOUNT; (iii) allow the CLIENT, in the event of absence of credits to be offset or in the impossibility of debiting a freely-movable account, to make, as long as agreed with X-PAY SMART, payment by check, payment order, DOC, TED, bank slip or identified deposit; or (iv) carry out judicial and extrajudicial collection, by a specialized office, which will seek, through all means permitted by law, satisfaction of the debt, either through (a) online seizure of all bank accounts existing in the name of the debtor CLIENT or its partners, as established by law, through the BACEN JUD system; (b) seizure of all assets existing in the name of the CLIENT, or, as permitted by law, of the CLIENT's partners, sufficient to guarantee payment of the debt; and/or (c) another means available at the time of collection. 

9.11. Any delay in the payment of any amount owed in whole or in part by the CLIENT to X-PAY SMART will result in a late payment fine of 2% (two percent) on the amount due and unpaid, plus interest on arrears of 1% (one percent) per month and monetary adjustment based on the IPC/FGV, calculated pro rata die, or in the absence of this, by another index that legally replaces it, without prejudice to the inclusion of the CLIENT's debts in the Financial Pending registry of other credit protection agencies. 

X – TRANSFER OF AMOUNTS AND GRAPHIC ACCOUNT

10.1. The amounts of the TRANSACTIONS will be made available to the CLIENT, within the terms established in the plan chosen by the CLIENT, provided that the TRANSACTION has been carried out in accordance with this CONTRACT, and after deducting the REMUNERATION, applicable fees and charges.

10.2. X -PAY SMART will credit the CLIENT's GRAPHIC ACCOUNT with the net amount of the TRANSACTIONS made, in accordance with the terms and conditions set forth in this AGREEMENT. If X-PAY SMART has made the credit to the CLIENT before the due date of the CARDHOLDER's invoice, it automatically subrogates the credit rights against the CARDHOLDER. 

10.2.1. X-PAY SMART will only make the TRANSACTIONS transfers after receiving such amounts from the financial institutions responsible and/or accrediting the amounts corresponding to the TRANSACTIONS. In order to use the GRAPHIC ACCOUNT, the CLIENT must accept, adhere to and observe all the terms and conditions of use of the GRAPHIC ACCOUNT, set forth in ANNEX III. 

10.2.2. If the date scheduled for the TRANSACTION TRANSFER of the net amount falls on a holiday or a day when banks are not in operation or in the Municipality of Barueri, the transfer will be made on the first subsequent business day.

10.2.3. In the event of technical and/or operational failure in the systems, X-PAY SMART may, without incurring any burden or penalty, exceed by up to one business day the deadline established for making the payment related to any type of TRANSACTION. 

10.2.4. The payment of the amounts of the TRANSACTIONS by X-PAY SMART to the CUSTOMER will be subject to normal operating conditions of the payment system in question, and any interruptions or failures in the system may impact the payment schedule to the CUSTOMER, without implying any burden or penalty to X-PAY SMART. 

10.2.5. In cases where there is illiquidity, insolvency, request for judicial or extrajudicial recovery, pre-bankruptcy status, closure of activities or any other situation in which, in the sole judgment of X-PAY SMART, according to reasonable criteria, the CLIENT is experiencing difficulty in fulfilling its contractual and/or legal obligations, X-PAY SMART reserves the right, upon written notice to the CLIENT, to withhold the credits owed to it, in order to guarantee compliance with its obligations to the CLIENT. 

10.3. The CLIENT shall have a period of 30 (thirty) calendar days from the date of the CONTRA GRÁFICA credit to point out any difference in the credit or debit amounts that make up the transfer of the TRANSACTION made. It shall also have the same period, counting from the date on which the transfer should have been made, to request explanations for transfers not made. After this period, the payment of the amount of the TRANSACTION transfer will be unrestricted and irrevocable.

10.4. If the CUSTOMER does not comply with all of his/her obligations under the CONTRACT, even if the TRANSACTION has received an AUTHORIZATION CODE, its amount will not be transferred or, if it has already been transferred, will be subject to reversal. This rule will also apply in the following situations: (i) if the TRANSACTION is canceled by the CUSTOMER or by X-PAY SMART at the request of the CUSTOMER; (ii) if the dispute over the goods and services provided, including but not limited to services not provided, merchandise not delivered or even cases of defect or return, is not resolved between the CUSTOMER and the CARDHOLDER or if the CARDHOLDER does not recognize or disagrees with the TRANSACTION; (iii) if there is an order from a legitimate authority preventing the transfer or determining the blocking, seizure, attachment, custody or deposit of the CUSTOMER's credits; or (iv) if the CUSTOMER carries out a suspicious or irregular TRANSACTION or reaches or exceeds the percentage of suspicious or irregular TRANSACTIONS according to the scales pre-defined by the BANNER. 

10.5. Upon registration, the CUSTOMER will automatically have a GRAPHIC ACCOUNT created, which he/she accepts and agrees to. The CUSTOMER declares to be aware that he/she may only have one GRAPHIC ACCOUNT under his/her ownership, verifying, for this purpose, among other data, at the discretion of X-PAY SMART, the user's name, his/her CPF/CNPJ, e-mail address and those responsible for the Legal Entity, if applicable. 

10.5.1. The password for accessing and using the GRAPHIC ACCOUNT is the exclusive choice of the CLIENT and its use is personal and non-transferable, and the CLIENT is entirely responsible for any and all losses arising from its use, with or without authorization, by any third party, even if the spouse, parents, children or any relative in any degree or third parties without kinship.

XI – TERM OF THE CONTRACT AND CASES OF TERMINATION AND SUSPENSION OF SERVICES

11.1. This CONTRACT shall be valid for an indefinite period from the date of signature. 11.1.1. This AGREEMENT may be terminated, in whole or in part, without charge or penalty, by either Party, at any time, by giving the other Party at least 30 (thirty) days’ prior written notice, with the parties being held liable, under the terms and conditions hereof, for TRANSACTIONS already carried out and for obligations of a permanent nature or whose terms extend beyond the end of the term of this AGREEMENT.

11.1.2. In the event of termination, X-PAY SMART shall be responsible for making any payments due to the CUSTOMER, within the terms established in this AGREEMENT, and shall be fully discharged of its obligations arising from this AGREEMENT, and the CUSTOMER shall be responsible for immediately paying or refunding to X-PAY SMART any amounts due to it, in accordance with this AGREEMENT, without prejudice to any applicable losses and damages. 

11.2. This AGREEMENT shall be terminated by operation of law, regardless of notification, judicial or extrajudicial summons, in the event of bankruptcy, judicial or extrajudicial recovery or insolvency of either party, whether decreed or requested. 

11.3. The non-compliance by the Parties with any of the clauses or obligations set forth in this AGREEMENT or in any of the documents comprising it, or in the following cases, shall also constitute grounds for termination by operation of law, without prejudice to the compensation for any losses and damages that may arise: (i) if the CUSTOMER suggests to the HOLDER that he replace payment by CARD with another means of payment; (ii) if the CUSTOMER, without authorization from X-PAY SMART, assigns to third parties, even partially, any rights and/or obligations arising from this AGREEMENT and/or the assignment of use of the EQUIPMENT; (iii) if the CUSTOMER is prevented from opening or maintaining a checking account with financial institutions or if, for any period of time and for any reason, he/she is without a bank domicile to receive his/her credits transferred directly from X-PAY SMART and/or his/her GRAPHIC ACCOUNT; (iv) if the CUSTOMER carries out TRANSACTIONS considered illegitimate, fraudulent or that violate the provisions of this Agreement or that intend to circumvent or breach the Agreement, any operational or security rules or requirements of X-PAY SMART, ACCREDITATION COMPANIES or FLAG, or any municipal, state or federal law or regulation; (v) if any of the information, written or verbal statements provided by the CUSTOMER, including, but not limited to, those contained in his/her registration as well as legal representation and registration data of the CUSTOMER do not correspond to the truth or are not updated by the CUSTOMER within a maximum of 30 (thirty) days, in case of change; (vi) cease to have the active status of the CNPJ with the Federal Revenue Service, and do not regularize it within the period of 30 (thirty) days; ( vii ) by determination of the ACCREDITOR and/or the FLAG in this regard; (viii) if the CLIENT, in any way, compromises the public image of X-PAY SMART and/or its commercial partners; (ix) act in a way that causes us to lose or impact any service from our Internet service providers, payment processors or any other suppliers. 

11.3.1. In the cases provided for in this clause above, X-PAY SMART will not be obliged to comply with the 30 (thirty) day period and may carry out the termination at the time of its knowledge of the occurrence of any of the above hypotheses. 

11.3.2. In the event of suspected fraud or any other illicit activity, X-PAY SMART may, at the time of termination, withhold any transfers of TRANSACTIONS to be made to the CLIENT for a period of 180 (one hundred and eighty) days from the date of termination, until an audit of the events is completed. 

11.4. Termination of this agreement, for any reason, shall not prejudice X-PAY SMART's right to receive any amounts due from the CLIENT in relation to the SERVICE provided prior to termination, nor any compensation due from the CLIENT. 

11.5. If this agreement is terminated due to the CLIENT's fault, X-PAY SMART may block the CLIENT's access to all SERVICES and reimburse itself for all costs, expenses, operational charges and any compensation by deducting credits from the CLIENT's GRAPHIC ACCOUNT. If there is a surplus, X-PAY SMART will proceed in accordance with the provisions of this Agreement. In the event of insufficient credits, the CLIENT must immediately pay the outstanding amount to X-PAY SMART. 

11.6. Termination of this Agreement, for any reason, shall not prejudice X-PAY SMART's right to receive any amounts due from the CLIENT in relation to the SERVICE provided prior to termination, nor shall it prejudice the right of X-PAY SMART to receive any compensation due from the CLIENT. 

XII – COPYRIGHT AND INTELLECTUAL PROPERTY RIGHTS 

12.1. Any and all attribution of the SERVICES, as well as the brands, logos, technological solutions, applications and other content used within the scope of this Agreement is the property of X-PAY SMART or its partners and are protected by copyright, trademark and intellectual property rights and other applicable rules, and their reproduction, copying or any other form of commercial use or unauthorized disclosure is prohibited. 

12.2. All rights to the contents of the website or in connection therewith are the exclusive property of X-PAY SMART. Except within the strict terms of this Instrument, the CLIENT shall have no right, title or interest, express or implied, in relation to the contents and their use, and shall not, at any time after the term of this Instrument, assume or claim any right to exploit, sell or offer for sale the contents, without the express authorization of their holders. 

12.3. The use of logos, brands and other pieces in the name of X-PAY SMART other than those made available by X-PAY SMART itself is strictly prohibited. 

12.4. If the CUSTOMER uses any X-PAY SMART program - such as an API (Application Programming Interface), a development kit or another program that the CUSTOMER has downloaded to his/her computer, device or other platform, X-PAY SMART grants him/her a free, revocable, non-exclusive and non-transferable license to use such program in accordance with the terms and rules of X-PAY SMART informed to him/her when he/she subscribed to the X-PAY SMART SERVICES. The granting of this license includes the program and all updates, upgrades, new versions and replacement programs. The CUSTOMER may not assign, sublicense or otherwise transfer his/her rights to the program to third parties. The CUSTOMER must comply with the implementation requirements and usage restrictions contained in the X-PAY SMART documentation that accompanies the X-PAY SMART SERVICES and that was made available to the CUSTOMER. Failure to do so will result in you, X-PAY SMART or third parties suffering any damages or losses resulting from the breach. The CUSTOMER undertakes not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, disassemble, decompile or otherwise attempt to create any source code derived from the program. The CUSTOMER acknowledges that all rights to the TECHNOLOGICAL SOLUTION belong to X-PAY SMART. 

XIII – CONFIDENTIALITY AND SECURITY

13.1. The CUSTOMER undertakes to keep confidential any data or specifications to which it has access or which it may have access to regarding TRANSACTIONS, CARDHOLDERS and conditions established in this CONTRACT.

13.2. X -PAY SMART will provide the competent authorities, such as the Ministry of Finance, the Central Bank of Brazil, the Federal Revenue Service, State and Municipal Finance Departments, Parliamentary Inquiry Committees, with all information requested in relation to the CUSTOMER or any data related to TRANSACTIONS carried out by the CUSTOMER. 

13.3. The CUSTOMER authorizes and agrees that X-PAY SMART may share with its controllers any and all information of the CUSTOMER. 

13.4. X-PAY SMART may report to COAF – Financial Activities Control Council, the TRANSACTIONS that may be configured in Law 9.613/98 and other regulations related to money laundering. 

13.5. The CUSTOMER authorizes and agrees that X-PAY SMART, ACCREDITORS, ISSUERS, BANK DOMICILE and FLAGS share their registration information. 

13.6. If the CUSTOMER transfers, processes or stores CARD HOLDER data in its environment, whether in physical or digital media, it undertakes to comply with and remain compliant with the rules issued by the PCI ( Payment Card Industry ) or any subsequent standard that may regulate the security of CARD HOLDER data in the payment methods market, during the term of this CONTRACT, in accordance with the terms and conditions defined by X-PAY SMART. 

13.7. The above obligation extends to any supplier contracted by the CUSTOMER whose activity is subject to the transfer, processing or storage of CARD HOLDER data.

13.8. The above obligation extends to any supplier contracted by the CUSTOMER whose activity is subject to the transfer, processing or storage of CARD HOLDER data.

13.9. The CUSTOMER must immediately notify X-PAY SMART if it becomes aware of a leak of CARD HOLDER data. 

13.10. The CUSTOMER exempts X-PAY SMART from any and all liability arising from unforeseeable circumstances or force majeure. X-PAY SMART does not guarantee the availability and continuity of the SERVICES or the inviolability of data stored or transmitted over public communication networks or other means, as well as for malfunctions, viruses or other events that may cause damage to the CUSTOMER. 

XIV CUSTOMER DECLARATIONS

14.1. The CUSTOMER declares to have read and accepts, without reservations, all the clauses and conditions set forth in this Instrument and its annexes.

14.2. In this act, the CUSTOMER declares that all the information provided at the time of registration is true and that he/she is able to qualify as a CUSTOMER under the terms of this Agreement.

14.3. The CUSTOMER declares to be aware that his/her password is personal and non-transferable, and that he/she is solely responsible for its use.

14.4. The CUSTOMER declares to be aware that, in the case of e-commerce transactions, the service is provided in order to merely facilitate and monitor the process of carrying out the e-commerce transaction between the CUSTOMER and the CARDHOLDER, and acknowledges that the e-commerce transaction, when completed, will occur between them. The CUSTOMER further acknowledges that X-PAY SMART is not part of the supply or consumption chain of the products or services offered by the CUSTOMER, and cannot be considered a supplier, provider, reseller, purchaser or user of the products or services that are the object of e-commerce transactions, nor can it be considered an agent, broker or in any other way intermediary in the relationship between the CUSTOMER and the CARDHOLDER. In particular, the CUSTOMER acknowledges that X-PAY SMART has no responsibility for the CUSTOMER's business, including, but not limited to, its risks, advertising, delivery terms and other contractual obligations involving the CUSTOMER AND CARDHOLDER. 

14.5. The CUSTOMER is aware that he/she will be disqualified if he/she reaches a percentage of suspicious or irregular TRANSACTIONS as defined by the ACCREDITATION PROVIDERS, FLAGS and X-PAY SMART fraud monitoring rules, as well as if he/she reaches TRANSACTION DISPUTE rates above the limits established by X-PAY SMART and/or the ACCREDITATION PROVIDERS, FLAGS, unless X-PAY SMART understands that it is possible to reverse the situation. 

14.5.1. Should the above hypotheses occur, without prejudice to certain obligations to be assumed by the CUSTOMER, the CUSTOMER must reimburse X-PAY SMART for the losses caused and penalties applied, in accordance with the collection methods provided for in the CONTRACT. 

14.5.2. The CUSTOMER is aware of and agrees with the methods that X-PAY SMART may adopt to identify and prevent fraud and illicit practices, and the CUSTOMER undertakes to monitor and guide its employees, as well as to cooperate and collaborate, especially in providing the requested information, under penalty of reimbursement to X-PAY SMART, by the CUSTOMER, under the terms of this CONTRACT and termination thereof. 

14.6. The CUSTOMER, in carrying out its activities and carrying out TRANSACTIONS, may not use technological resources, hardware, software or any other technology not approved or authorized by X-PAY SMART and/or that may bring fraud or security risks to the X-PAY SMART system and that are not in accordance with the international norms and standards of the CARD industry. TRANSACTIONS, within the scope of the X-PAY SMART system, must be captured, processed, routed, settled and cleared only by X-PAY SMART, and must also be in accordance with the standards, procedures and authorizations of the BANNER and the payment methods market. 

14.7. Failure to comply with this Clause by the CUSTOMER shall authorize X-PAY SMART to terminate this CONTRACT for just cause, without prejudice to the CUSTOMER's reimbursement of any losses and damages resulting from the transaction to X-PAY SMART. 

14.8 The CUSTOMER is solely responsible for resolving, directly with the CARDHOLDERS, any and all potential disputes regarding the characteristics, quality, quantity, properties, origin, price, operation, guarantees, defects and/or damages of the goods and products purchased and/or services provided, including cases of defect or return, delivery problems, etc. X -PAY SMART, the ACCREDITATORS, the FLAGS and the ISSUER are exempt from any conventional or legal responsibilities in relation to the facts mentioned in this Clause, including in relation to the Consumer Protection and Defense Code. 

14.8.1. The CUSTOMER is aware and expressly agrees that X-PAY SMART's responsibility is limited to the execution of the obligations described in this AGREEMENT, and that any obligations or burdens arising, directly or indirectly, from any administrative or judicial proceedings, resulting from any failure to comply with any main or accessory obligation by the CUSTOMER and promoted by any competent federal, state or municipal body, must be borne in full by the CUSTOMER. 

14.8.2. In the event that X-PAY SMART spends any amounts due to the provisions of Clause 11.8.1 above, the collection procedure provided for in this AGREEMENT will be applied. 

14.8.3. The CUSTOMER expressly authorizes X-PAY SMART to pass on to it any expenses incurred in complying with a third party order in relation to the CUSTOMER, including, but not limited to, the fulfillment of legal notices, blockages, attachments and seizures. 

14.9. The CUSTOMER declares that it is aware that the service provided by X-PAY SMART is not to be confused with the financial services offered by payment method companies, such as acquirers, banking institutions or credit card administrators, and is merely a way of facilitating and monitoring the execution of electronic commercial transactions between CARDHOLDERS and the CUSTOMER, through payment management services, with the payment of electronic commercial transactions, on behalf of and at the order of the CUSTOMER, passing on to the CUSTOMER the receipts due to the sale and purchase of goods and/or services using X-PAY SMART technology. 

14.10. The CLIENT declares that he/she is aware that the services to which he/she has access as a result of the validity of this contract will be for use in his/her own activities, and may not commercialize, transfer or assign them to third parties in any way or exploit them economically in any way.

14.11. The CLIENT declares that he/she is aware that HE/SHE IS SOLELY RESPONSIBLE AND SOLE FAITHFUL DEPOSITARY OF ALL HIS/HER DOCUMENTATION, DECLARATIONS AND INVOICES FOR PRESENTATION AND DUE COLLECTION TO THE COMPETENT TAX AGENCIES, WHETHER WITHIN THE SCOPE OF THE UNION, STATE AND MUNICIPALITY WHERE HE/SHE IS DOMICILED, ON TRANSACTIONS TRANSACTIONS TRANSACTED THROUGH THE X-PAY SMART TECHNOLOGICAL PLATFORM. 

XV – FINAL PROVISIONS

15.1. Without prejudice to the other clauses and conditions contained in the CONTRACT, X-PAY SMART shall not be liable for any breach and/or non-compliance with any legislation or regulation applicable to the CLIENT in its operations or activities, and in the event that the CLIENT suffers or sustains any loss and/or damage, due to the CLIENT's fault or willful misconduct, the CLIENT shall be obliged to make the reimbursement, in the manner already established in this Contract. 

15.2. The CLIENT undertakes to use the name and brands of X-PAY SMART, ACCREDITATION COMPANIES and/or FLAGS solely and exclusively to promote the acceptance of the PAYMENT METHODS for which it has been accredited, respecting the characteristics of the brands, the intellectual property rights of X-PAY SMART, ACCREDITATION COMPANIES and FLAGS. 

15.3. Any and all statements, advertisements, promotions, brands, logos and other information provided or disseminated by the CLIENT are the sole and exclusive responsibility of the CLIENT, who hereby exempts X-PAY SMART from any and all liability on account of such information, its legitimacy and legality, and the CLIENT must compensate X-PAY SMART for any losses and damages that it may incur as a result of the provisions herein. 

This CONTRACT does not establish any corporate, labor or social security ties, nor the existence of joint or subsidiary liability between X-PAY SMART, ACCREDITATION COMPANIES, FLAGS, ISSUERS and the CLIENT. 

15.4. X-PAY SMART reserves the right to change the terms of this Contract at any time, without prior notice and regardless of any amendment, by simply posting a revised version on its website. Any new revised version shall come into effect as soon as it is posted on the X-PAY SMART website. 

15.4.1. If the CUSTOMER does not agree with the changes communicated in the manner above, he/she may terminate this AGREEMENT within 10 (ten) days from the date of publication of the change. If the CUSTOMER does not demonstrably express his/her opposition to such changes within such period, this fact shall imply his/her full and unrestricted acceptance, without prejudice to the possibility of terminating the AGREEMENT at any time, under the terms of this AGREEMENT.

15.4.2. CUSTOMERS already registered in the X-PAY SMART system through previous contracts, signed or not, and who do not express their agreement under the terms of Clause 14.7.1 shall have their acceptance of this AGREEMENT as of the completion of the first TRANSACTION after the entry into force of this AGREEMENT. 

15.5. The contractual liability of X-PAY SMART and its partners towards the CLIENT, arising at the time of the conclusion, execution or termination of this Agreement, shall be limited to the damages resulting from actions or omissions attributable to the exclusive fault of X-PAY SMART . Said liability shall be limited to the payment of those material, direct, quantifiable, verifiable and foreseeable damages at the time of their occurrence. 

15.5.1. Any compensation resulting from the proven contractual liability of X-PAY SMART shall be limited to 10% (ten percent) of the total amount of remuneration paid by the CLIENT to X-PAY SMART on account of the execution of the Agreement and use of the SERVICES during the last year, counted from the occurrence of the damage, or if said period is shorter, 10% (ten percent) of the total revenues received by X-PAY SMART during that period. 

15.5.2. X -PAY SMART shall not be liable, under any circumstances, for lost profits, loss of business opportunity, loss of reputation, indirect, incidental, consequential, exemplary, moral or similar damages. 

15.6. All terms and conditions of this AGREEMENT are extensive and binding on the authorized successors and assignees of the CLIENT and X-PAY SMART, who are responsible for their faithful compliance. If any of the terms, clauses or conditions contained in the AGREEMENT become ineffective or unenforceable, the validity and enforceability of the others shall not be affected. 

15.7. X-PAY SMART shall not be liable for the payment of taxes due by the CLIENT and/or the CARDHOLDER due to transactions carried out using the X-PAY SMART SOLUTION. 

15.8. The CUSTOMER is not authorized to speak on behalf of X-PAY SMART, and must direct all questions, support, assistance or other communication needs in relation to the service currently provided by X-PAY SMART to the customer service department set out in the previous clause. 

15.9. Any omission or tolerance by the Parties in relation to the obligations assumed in this instrument will not be considered a contractual novation or waiver, nor will it prejudice the right of the party to exercise them at any time.

15.10. PROHIBITION OF NEGOTIATION OF CREDITS. The CUSTOMER expressly acknowledges and agrees that the guarantee, assignment or transfer of ownership, negotiations involving any credit rights that the CUSTOMER holds with X-PAY SMART, arising from TRANSACTIONS, or the offering as collateral for credits arising from TRANSACTIONS, shall be prohibited, ineffective and without effect, and shall not produce any consequences in relation to X-PAY SMART, except in the event of prior written agreement or consent by X-PAY SMART directly with the CUSTOMER. 

15.11. The CLIENT grants a worldwide, non-exclusive, transferable, sublicensable (on multiple levels) and royalty-free right to use and publicly display its trademark(s) ( including, but not limited to, registered and unregistered trademarks, trade names, service marks, logos, domain names and other designations owned, licensed to or used by you) during the term of this AGREEMENT for the purpose of (1) identifying you as the CLIENT AND X-PAY SMART. 

15.12. This AGREEMENT shall be governed by and construed in accordance with the laws of the Federative Republic of Brazil. This Agreement is governed by Brazilian laws. The district of the city of Campinas is the jurisdiction of this AGREEMENT, and X-PAY SMART may choose the jurisdiction of the CLIENT's domicile. 

The provisions of this AGREEMENT were last updated on June 5, 2019 and will remain available on the X-PAY SMART website for consultation by USERS. 

ANNEX I TO THE PAYMENT MANAGEMENT SERVICES PROVISION AGREEMENT 

I - CARRYING OUT ELECTRONIC COMMERCE TRANSACTIONS

1.1. In order to carry out ELECTRONIC COMMERCE TRANSACTIONS, the CLIENT must maintain a SELLER SITE, as well as have equipment compatible with the use of the SERVICE. The CLIENT is solely responsible for obtaining, maintaining and paying for the SELLER SITE, the EQUIPMENT, the Internet connection, as well as for ensuring that their settings meet the requirements necessary for the use of the SERVICE. The CLIENT will be solely responsible for any damages that may be suffered on the SELLER SITE and/or the EQUIPMENT as a result of the misuse of any hardware, software or connections.

1.2. In order to carry out E-COMMERCE TRANSACTIONS, X-PAY SMART assumes that the CUSTOMER provides its products or services according to the conditions and within the timeframe in which they were offered. The CUSTOMER acknowledges that X-PAY SMART may suspend, reverse or cancel any credit owned by the CUSTOMER if the CARDHOLDER informs X-PAY SMART that the TRANSACTION was not fulfilled as offered; if the CARDHOLDER requests the opening of a dispute and this is closed in favor of the CARDHOLDER; or if the delivery deadlines for the products or services transacted by the CUSTOMER and the legal and contractual deadlines for complaints regarding the lack of delivery of the products or services by the respective consumers have not expired. In this case, the CUSTOMER further declares that he/she is aware that he/she will bear any and all costs, expenses or fees eventually related to the non-fulfillment of the TRANSACTION under the terms of this CONTRACT. 

1.2.1. Without prejudice to the provisions of the clause above, if the CUSTOMER changes any information, record or data, even if registered, of the TRANSACTION after approval by X-PAY SMART, the CUSTOMER will be solely responsible for the risks arising from fraud committed in the TRANSACTION, and will also bear any and all costs, expenses or fees that may be incurred under the terms of this CONTRACT. 

1.3. The CUSTOMER may charge for TRANSACTIONS of offers of products and/or services made available on the SELLER WEBSITE, and such charge may be a one-time charge or a RECURRING CHARGE.

1.3.1. In the event of RECURRING CHARGE, the CUSTOMER undertakes to comply continuously throughout the term and conditions provided for in the offer, exempting X-PAY SMART from any and all complaints made by its consumers. 

1.3.2. The CUSTOMER, at its sole discretion, may suspend delivery of the product or service that is the subject of the TRANSACTION until the effective settlement of the charge for which the credit has not been recognized by X-PAY SMART. 

1.3.3. The interruption of the supply of the product and/or service by the CUSTOMER, due to non-compliance with the conditions set forth in clause 1.3.2., shall not entail any liability for X-PAY SMART. 

1.3.4. The CUSTOMER undertakes to immediately inform X-PAY SMART if the CARDHOLDER requests the cancellation of the continued supply of the product or service that is the subject of the RECURRING CHARGE. 

1.3.5. The CUSTOMER declares to be aware that the CARDHOLDER may use the benefit of the dispute for each RECURRING CHARGE made.

1.4. If the CARDHOLDER decides, for a reason other than the CUSTOMER's failure to comply with its obligations resulting from the TRANSACTION, to exercise its legal rights to undo, withdraw or regret the TRANSACTION, the CUSTOMER hereby undertakes to comply accurately with its legal duties, dealing directly with the CARDHOLDER and keeping X-PAY SMART safe from any liability. If the CUSTOMER fails to comply, the CUSTOMER hereby authorizes X-PAY SMART to cancel said TRANSACTION by opening a DISPUTE. 

1.5. X-PAY SMART is not responsible for the consequences of any inaccuracies or errors in the information provided to it by the CUSTOMER and/or the CARDHOLDER. It is hereby established that, should the CUSTOMER offer products or services with delivery times that exceed the term set forth herein for making the respective transfers, X-PAY SMART may withhold such transfers until the delivery terms of the products or services are met and until the legal and contractual terms for consumer complaints expire. 

1.6. The CUSTOMER is aware that he/she must comply with his/her legal and contractual obligations arising from the TRANSACTION, ensuring quality, as well as the safety and satisfaction of the CARDHOLDER. Therefore, should the products and/or services sold not be delivered within the agreed term when carrying out any TRANSACTION, the CUSTOMER, without prejudice to the measures that X-PAY SMART may take under this CONTRACT, must inform X-PAY SMART, explaining the reasons and making its best efforts to ensure that problems of this type do not occur again and do not harm other users. 

1.7. The CUSTOMER declares to be aware that, after approval of the TRANSACTION, the CARDHOLDER may use the dispute mechanism directly on X-PAY SMART's communication channels to resolve issues relating exclusively to products and/or services purchased by the CARDHOLDER through TRANSACTIONS carried out on the SELLER'S WEBSITE, such as lack of delivery of the product and/or service, products received with characteristics different from those provided by the CUSTOMER at the time of purchase, or products received with defects and/or malfunctions. 

1.8. In the event of a dispute by the CARDHOLDER, the CUSTOMER must send X-PAY SMART all documents and information requested by X-PAY SMART within 48 (forty-eight) hours. X-PAY SMART will suspend payment to the CUSTOMER, which suspension will last until the dispute is closed. 

1.9. X -PAY SMART will close the dispute in favor of the CUSTOMER, effecting the respective transfer of the net amount, in the following cases: (i) If X-PAY SMART understands that the CARDHOLDER's complaint is not admissible, according to the information and documents provided by the CUSTOMER; (ii) if the CARDHOLDER fails to respond, within 48 (forty-eight) hours, to any request from X-PAY SMART to provide information and/or documents regarding the TRANSACTION. However, it will be closed in favor of the CARDHOLDER if: (ii.a) X-PAY SMART understands that the CARDHOLDER's complaint is admissible, according to the information and documents provided by the CUSTOMER; or (ii.b) the CUSTOMER fails to respond, within 24 (twenty-four) hours, to any request from X-PAY SMART to provide information and/or documents regarding the TRANSACTION. 

1.9.1. In all cases where the dispute is closed in favor of the CARDHOLDER, X-PAY SMART will cancel, in whole or in part, as requested by the CARDHOLDER when opening the dispute, the transfer of the net amount to the CUSTOMER or, if for any reason the transfer has already been made, will deduct the respective credits from the CUSTOMER's FINANCIAL AGENDA and/or COUNTER GRAPHICS or will charge the respective amount in cash . 

1.10. Notwithstanding the DISPUTE mechanism described above, the CUSTOMER declares to be aware that, up to the 45th (forty-fifth) day after communicating to the CUSTOMER the approval of the TRANSACTION, X-PAY SMART may suspend, reverse, or cancel transfers of amounts to the CUSTOMER if the CARDHOLDER informs it that the CUSTOMER did not deliver the products or services sold in accordance with the terms of the TRANSACTION. If the respective TRANSFER has already been made, X-PAY SMART may reverse it by deducting the amounts from the CLIENT's FINANCIAL AGENDA and/or GRAPHIC ACCOUNT or by charging the respective amount in cash. 

1.11. THE CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR ALL ACTS THAT HE PERFORMS DURING THE TRANSACTION, AS WELL AS FOR THOSE THAT ARE PERFORMED DURING THE DISPUTE, AND SHALL ALWAYS PROVIDE TRUE AND ACCURATE INFORMATION, AS WELL AS TO ABSTAIN FROM USING ANY TERMS THAT ARE OFFENSIVE OR MAY BE CONSIDERED INJURIOUS, DEFAMATORY AND/OR, AND SHALL KEEP X-PAY SMART EXEMPTED FROM ANY LIABILITY TOWARDS THE CARDHOLDER AND/OR THE SOURCE OF FUNDS IN QUESTION AND/OR ANY THIRD PARTIES. 

1.12. The CUSTOMER declares to be aware that the dispute mechanism and eventual moderation of X-PAY SMART is provided in order to merely facilitate and monitor the process of carrying out the TRANSACTION by the CUSTOMER with the CARDHOLDER. The CUSTOMER acknowledges, therefore, that the TRANSACTION, when carried out, will occur between the CUSTOMER and the CARDHOLDER. The CUSTOMER further acknowledges that X-PAY SMART is not part of the supply or consumption chain of the products or services sold by the CUSTOMER, cannot be considered a supplier, provider, reseller, or user of the products or services subject to the ELECTRONIC COMMERCE TRANSACTIONS, nor can it be considered an agent, broker or any other intermediary in the relationship between the CUSTOMER and the CARDHOLDER. 

1.12.1. WITHOUT PREJUDICE TO THE FOREGOING, X-PAY SMART MAY, AT ANY TIME, EVEN AFTER APPROVAL OF THE TRANSACTION AND REGARDLESS OF WHETHER OR NOT A DISPUTE HAS BEEN OPENED, SUSPEND AND/OR REVOKE THE APPROVAL OF ANY E-COMMERCE TRANSACTIONS, SUSPENDING, REVERSING AND/OR CANCELLING THE MAKING OF THE RESPECTIVE PAYMENTS OR TRANSACTIONS, AS WELL AS CHARGING, IF NECESSARY, THE RESPECTIVE AMOUNTS FROM THE CUSTOMER, IN THE FOLLOWING CASES: 

A) IF X-PAY SMART FINDS THAT THE INFORMATION RELATING TO THE MENTIONED TRANSACTIONS IS INCOMPLETE, UNTRUE OR INACCURATE, IN WHICH CASE THE TRANSFER WILL ONLY BE MADE WITH THE CORRECTION OF THE MENTIONED INFORMATION BY THE PARTIES INVOLVED; 

B) IF X-PAY SMART FINDS THAT THE TRANSACTIONS, DUE TO THEIR CHARACTERISTICS, PRODUCTS AND/OR SERVICES TRANSACTED, VOLUMES AND/OR DELIVERY TIMES, EXPOSE CONSUMERS AND/OR X-PAY SMART ITSELF TO EXCESSIVE RISK, IN WHICH CASE THE TRANSFER WILL ONLY BE MADE IF X-PAY SMART IS PROVIDED WITH THE GUARANTEES THAT IT DEEMS SATISFACTORY; 

C) IF X-PAY SMART SUSPECTS THAT THE TRANSACTIONS, FOR ANY REASON, FALL INTO THE PROHIBITION OF USE OF THE SERVICE, AS DEFINED IN THIS CONTRACT, OR INCLUDE THE INFRINGEMENTS MENTIONED IN CLAUSE VI ABOVE, THE RESPECTIVE PAYMENTS WILL ONLY BE MADE AFTER SATISFACTORY CLARIFICATION OF THE SITUATION TO X-PAY SMART; 

D) IF THE CUSTOMER, WHEN REQUESTED BY X-PAY SMART, DOES NOT PROVIDE ADEQUATE INFORMATION AND/OR DOES NOT PROVE DELIVERY TO THE BEARER OF THE PRODUCT OR SERVICE IN ACCORDANCE WITH THE TRANSACTION; 

E) IF X-PAY SMART IS INVOLVED IN ANY LEGAL ACTION RELATING TO THE TRANSACTION AND THE CUSTOMER DOES NOT EXEMPT X-PAY SMART FROM ANY LIABILITIES, DOES NOT PROVE COMPLIANCE WITH THE TRANSACTION OR RESOLVE, BY ANY MEANS, THE CAUSE OF SUCH LEGAL ACTION 

1.13. In any of the cases provided for in the clause above, if the information related to the TRANSACTIONS is not remedied, the necessary guarantees are not provided and/or satisfactory clarifications are not provided, X-PAY SMART may definitively revoke the approval of the TRANSACTION, making its best efforts to cancel the corresponding transfers, all without prejudice to the termination of the CONTRACT. 

1.14. In order to determine whether the CUSTOMER is complying with the conditions of this Annex, it is agreed that X-PAY SMART may, at any time, inspect the CUSTOMER's online store and, if applicable, the provider where it is hosted, as well as the infrastructure supporting the provision of products/services. 

1.15. In the event that a CUSTOMER carries out a TRANSACTION over the Internet by capturing it through EQUIPMENT or other means other than the ELECTRONIC COMMERCE platform, he/she will be subject to a non-compensatory fine of R$50,000.00 (fifty thousand reais) without prejudice to the losses and damages assessed.

II. REQUIREMENTS FOR ELECTRONIC COMMERCE TRANSACTIONS

2.1. In addition to all the terms and conditions set forth in the Agreement and in this Annex, it is hereby agreed that: (i) only CUSTOMERS who carry out TRANSACTIONS in Brazil may carry out ELECTRONIC COMMERCE TRANSACTIONS; (ii) are incorporated and domiciled in Brazil and (iii) do not have as their activity, directly or indirectly, the accreditation of other CUSTOMERS to accept CARDS 

III – GENERAL CONDITIONS

3.1. This Annex II is an integral part of the AGREEMENT.

ANNEX II TO THE PAYMENT MANAGEMENT AGREEMENT AND OTHER AGREEMENTS TERMS AND CONDITIONS OF USE OF THE GRAPHIC ACCOUNT 

X-PAY GESTÃO DE PAGAMENTOS LTDA., a company with commercial headquarters at Rua Umbú , 68, 2nd floor Alphaville Campinas, Campinas, SP, CEP 13098-325, registered with the CNPJ/MF under No. 33.838.864/0001-36, payment technology provider, under the terms of items II and III of article 6 of the aforementioned Law No. 12.865/2013 and BACEN Circular No. 3.682/2013, which acts as a payment account manager (“GRAPHIC ACCOUNT”), hereinafter referred to as X-PAY SMART, and the INDIVIDUAL or LEGAL ENTITY that gave electronic acceptance, read and agrees to the Terms and Conditions of Use of the Graphic Account (“Terms of Use” or “Term”) for use of the GRAPHIC ACCOUNT, hereinafter referred to simply as the “USER”. 

ACCESS TO THE OPEN SITE AND/OR THE CLOSED AREA OF THE SYSTEM OF X-PAY SMART (VIA YOUR LOGIN AND PASSWORD) WILL IMPORT THE CONFIRMATION OF THE USER'S EXPRESS ACCEPTANCE OF ALL THE CLAUSES AND CONDITIONS OF THIS CONTRACT. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. 

You are not obliged to accept them , but in this case, you will not have access to the GRAPHIC ACCOUNT.

Read carefully. 

You, the USER, hereby declare and guarantee, under penalty of law, that: (a) you are in full enjoyment of your civil capacity and are not legally prevented from entering into this contract; (b) if acting on behalf of a legal entity, it holds the necessary powers, according to its articles of association, to bind it to all the terms of this Agreement.

ACCEPTANCE OF THE TERMS OF USE WILL IMPLICE THE ACKNOWLEDGEMENT, BY THE USER, THAT HE HAS READ, UNDERSTOOD AND UNCONDITIONALLY ACCEPTED ALL THE PROVISIONS CONTAINED IN THIS DOCUMENT. IF THE USER HAS ANY QUESTIONS ABOUT THE AGREEMENT, X-PAY SMART RECOMMENDS THAT THE USER CONTACT X-PAY SMART BEFORE ACCEPTING AND BEING SUBJECT TO ITS RULES. 

I – ADHESION AND GENERAL CONDITIONS OF SERVICES

1.1. The following are an integral part of these Terms of Use, for all purposes: (a) the forms provided by X-PAY SMART via the internet at the X-PAY SMART address, filled out and sent by the USER to X-PAY SMART; (b) the security and privacy standards adopted by X-PAY SMART. 

1.1.1. The information requested in the X-PAY SMART forms must be complete, filling in all mandatory spaces with accurate, precise and truthful information, and the USER is solely responsible for the data provided, and is also obliged to update them whenever necessary, under penalty of (i) suspension of the SERVICES (ii) suspension of the GRAPHIC ACCOUNT, in which case the USER must immediately request the withdrawal of any amounts from the GRAPHIC ACCOUNT; and/or (iii) liability in the civil, administrative and criminal spheres as provided by law. 

1.2. The USER authorizes X-PAY SMART, directly or through third parties, to make all inquiries and/or requests that we consider necessary to validate your identity, and is also obliged to provide any and all information requested to comply with the obligations arising from Law 9,613, of March 3, 1998, as amended (“Money Laundering Law”) and Law 12,846, of August 1, 2013 (“Anti-Corruption Law”). X-PAY SMART may request, without limitation: (i) that you present additional documents or information, (ii) that you follow certain steps to confirm that you are the owner of the email address or financial instrument(s) provided when you registered, and (iii) that your information be verified through third-party databases or other sources. 

1.3. The USER authorizes X-PAY SMART to obtain his/her personal and/or commercial credit report from a credit agency such as SPC and/or SERASA. In addition, the USER authorizes X-PAY SMART to obtain his/her personal and/or commercial credit report: (i) when he/she requests certain new products or (ii) whenever X-PAY SMART has reason to believe that there is an increase in the level of risk associated with his/her GRAPHIC ACCOUNT. 

1.4. The GRAPHIC ACCOUNT may only be used by (i) individuals capable under civil law, aged 18 (eighteen) or over or (ii) legal entities duly constituted under Brazilian law, provided that they carry out lawful economic activity in the country and do not present any impediments of any nature. 

1.5. The use of the GRAPHIC ACCOUNT by the USER is personal and non-transferable and is authorized solely for lawful purposes related to and in accordance with these Terms of Use. The USER must only carry out TRANSACTIONS from his/her GRAPHIC ACCOUNT in his/her own name or as the legal representative of a company. If the USER is an individual, he/she must be the final beneficiary and the holder of the GRAPHIC ACCOUNT. If he/she is a legal entity, he/she must be the holder of the GRAPHIC ACCOUNT and inform X-PAY SMART, as and when requested, of (i) the individuals authorized to represent him/her (administrators and attorneys) and (ii) his/her chain of shareholding, up to the level of an individual (final beneficiary) or, for publicly-held companies and non-profit entities, up to their final controllers, if any. 

1.6. The USER agrees to keep his/her passwords safe and confidential, so that X-PAY SMART will not be, under any circumstances, responsible for any damages caused to the USER or any third parties due to the disclosure and improper use of such passwords. The USER also undertakes to immediately notify X-PAY SMART, by suitable and reliable means, of any unauthorized use of his/her GRAPHIC ACCOUNT, as well as of access or attempted access by unauthorized third parties. 

1.6.1. The USER's password and login to access his/her GRAPHIC ACCOUNT are confidential and the sole responsibility of the USER, who must contact X -PAY SMART immediately in the event of any compromise of their confidentiality. The USER is solely and exclusively responsible for maintaining the security of this information, including the personal identification number and other codes required to access X-PAY SMART services. 

II – TRANSACTIONS WITH THE GRAPHIC ACCOUNT

2.1. The GRAPHIC ACCOUNT allows the USER to perform the following operations (“OPERATIONS”), which can be performed through the X-PAY SMART website and/or Application: (i) Transfer between accounts of another USER: this product will allow the transfer of funds from one USER to another USER, both X-PAY SMART customers; (ii) Transfers to accounts in other financial institutions via DOC or TED: this product includes the transfer of funds from a USER to a third party (User or not) who holds a current account with the financial institution of their choice, as long as the security policy and deadlines established by X-PAY SMART are respected; (iii) Payment of bills and utility bills: this product includes payment of bills, or another utility bill that the USER has; (iv) Issuance of your own billing slips: this product allows you to issue a billing slip for lawful transactions and as long as it does not contravene the terms of the CONTRACT, X-PAY SMART's security policy and/or these Terms of Use;. 

2.2. X-PAY SMART may, at its discretion, impose limits on the value of TRANSACTIONS carried out by the USER. The limits will be disclosed on the website and/or in the restricted area of the GRAPHIC ACCOUNT. 

If X-PAY SMART is unable to verify your identity or other information about the USER's GRAPHIC ACCOUNT in a satisfactory manner, the CONTRACTED PARTY may, at its sole discretion, limit the possibility of withdrawing funds and carrying out TRANSACTIONS until the USER complies with X-PAY SMART's requests for information. 

2.3. All personal information of the USER stored by X-PAY SMART is kept confidential, except for that provided to the financial institution involved to initiate the payment. X-PAY SMART may also disclose this information to partner financial institutions used to carry out the TRANSACTIONS and to third parties in the event that X-PAY SMART finds that the TRANSACTIONS are allegedly incorrect or illegal, or even in the event of a request by authorities or in defense of the interests or rights of X-PAY SMART. 

2.4. The USER hereby grants a mandate to X-PAY SMART, constituting it as his legitimate attorney, for the purposes of executing his payment orders, transfers and withdrawals of resources, as well as the practice of any other act necessary for the provision of services and management of the GRAPHIC ACCOUNT. 

III – GRAPHIC ACCOUNT RESOURCES AND SEGREGATION OF ASSETS

3.1. For operational purposes and considering that the allocation is temporary, the funds credited by the GRAPHIC ACCOUNT will be kept in a bank account owned by X-PAY SMART, in a first-tier financial institution, and this provision does not in any way characterize the funds as belonging to X-PAY SMART. The burdens or bonuses arising from the maintenance of the USER's funds in a bank account owned by X-PAY SMART cannot be imputed to the USER, nor can they be claimed by him. 

3.2. X-PAY SMART maintains liquid funds corresponding to the value of the balance of the USERS' GRAPHIC ACCOUNTS, in accordance with the applicable legislation. Each GRAPHIC ACCOUNT must be owned by its USER and used exclusively to carry out TRANSACTIONS. 

3.3. The USER expressly accepts and declares that he/she is aware that: (i) X-PAY SMART keeps its corporate resources in bank accounts separate from the bank accounts where the USERS' resources are kept, so that X-PAY SMART's own corporate resources are not mixed with the USERS' resources, which constitute separate assets. Furthermore, USER resources ( ii ) are not directly or indirectly liable for any obligation of X-PAY SMART, nor may they be subject to seizure, sequestration, search and seizure or any other act of judicial coercion due to debts for which X-PAY SMART is responsible; ( iii ) do not form part of X-PAY SMART's assets for the purposes of bankruptcy or judicial or extrajudicial liquidation; and ( iv ) cannot be given as collateral for debts assumed by X-PAY SMART. 

3.4. The USER will have access to the GRAPHIC ACCOUNT through the X-PAY SMART website and/or mobile devices, and may view the balance and statement of transactions for a given period made available on the X-PAY SMART website. The provision of the balance and statement of transactions in the GRAPHIC ACCOUNT is characterized as the rendering of accounts. X-PAY SMART will not provide printed or emailed statements to the USER. 

3.5. The USER declares that he/she is aware that the SERVICES are intended solely to make payments and receipts in national currency, and ensures that all funds credited to the GRAPHIC ACCOUNT come from lawful and declared sources, exempting X-PAY SMART from any liability. 

3.5.1. Balances in reais in the GRAPHIC ACCOUNT may only be used to carry out TRANSACTIONS in Brazil.

3.6. X-PAY SMART may receive interest or income on the amounts that the USER maintains in his/her GRAPHIC ACCOUNT. The USER agrees to transfer to X-PAY SMART, where applicable, his/her rights to any interest or income related to such funds. 

IV – TRANSACTIONS WITH THE GRAPHIC ACCOUNT

4.1. At any time, the USER may, provided that the net amount is sufficient to cover the costs/fees of the transaction, request, through the X-PAY SMART website or application, the performance of TRANSACTIONS with his/her GRAPHIC ACCOUNT. 

4.2. When making the transfer request, the CONTRACTOR must specify the amount to be transferred from each GRAPHIC ACCOUNT.

4.2.1. Once X-PAY SMART receives the order to make a transfer, X-PAY SMART will perform the respective transfer with the amounts credited to the USER's GRAPHIC ACCOUNT, from which the transfer was requested. 

4.2.2. Each time transactions are carried out subject to the payment of a fee, X-PAY SMART will debit the payment of said fee from the GRAPHIC ACCOUNT, which the USER expressly authorizes. The USER is solely responsible for the instructions given or informed to X-PAY SMART, including transfer orders from his/her GRAPHIC ACCOUNT to his/her bank account. 

4.2.3. X-PAY SMART will have a maximum period of up to 3 (three) business days to execute the order to send funds made by the USER to the GRAPHIC ACCOUNT, except in cases of unforeseeable circumstances or force majeure. 

4.3. The USER hereby irrevocably and irreversibly authorizes and grants powers to X-PAY SMART to debit his/her GRAPHIC ACCOUNT in relation to any amounts that you may owe to a subsidiary, affiliate or controlling company of X-PAY SMART, in Brazil or abroad, provided that such amounts are due and unpaid for more than 90 (ninety) days, regardless of any other authorization. 

4.4. If, for any reason, the USER's GRAPHIC ACCOUNT has a negative balance, X-PAY SMART (i) may restrict your GRAPHIC ACCOUNT and adopt the measures provided for in these Terms of Use and (ii) will use any payment you subsequently receive in your GRAPHIC ACCOUNT to cover such negative balance. 

4.5. THE USER DECLARES HIMSELF TO BE AWARE THAT X-PAY SMART SHALL NOT HAVE ANY LIABILITY FOR THE FAILURE TO MAKE ANY PAYMENT OR THE FAILURE TO COMPLETE ANY OPERATION FOR TECHNICAL REASONS DUE TO ANY FAILURE, DELAY OR UNAVAILABILITY RESULTING FROM THE TRANSFER MECHANISMS USED BY FINANCIAL INSTITUTIONS. 

4.5.1. The USER shall hold harmless and exempt X-PAY SMART from any liability in relation to erroneous money transfers or unsuccessful transfers due to improper provision of information by the USER. 

4.5.2. X-PAY SMART shall be exempt from all liability to the USER for the interception by unauthorized third parties of data transmitted by the USER to X-PAY SMART or for the leaking of information. The effective entry of funds into the USER's GRAPHIC ACCOUNT does not guarantee that they will not be subject to possible chargebacks. 

4.6. The USER agrees that the use of CONTRA GRÁFICA is subject to limitations and restrictions. The limits and restrictions are available and will always be disclosed on the X-PAY SMART website , in accordance with its risk policy. 

4.7. The restrictions, limits on transactions and balance maintenance of the GRAPHIC ACCOUNT may be reviewed and changed monthly by X-PAY SMART, at its convenience and when necessary, and such values are available on the X-PAY SMART website. If the change is required (a) for security reasons, X-PAY SMART will seek to contact the USER to provide guidance and/or receive instructions, within the urgency that the situation requires; (b) by legal or regulatory determination or recommendation, the USER will be previously informed by the means of communication provided for in the CONTRACT and/or in this Term. 

4.8. The USER must access his/her GRAPHIC ACCOUNT and review the history of TRANSACTIONS.

4.9. The USER declares that he/she may not exceed the balance maintenance limits in the GRAPHIC ACCOUNT for the period determined and disclosed by X-PAY SMART. If the USER exceeds the limit, X-PAY SMART shall have the right to transfer, in whole or in part, the balance of funds available in said GRAPHIC ACCOUNT, at its sole discretion, to a bank account provided by the USER at the time of registration and opening of the account with X-PAY SMART. It shall be the responsibility of the USER to keep his/her current account details up to date and to pay any and all fees due to X-PAY SMART. 

4.10. With regard to the use of the GRAPHIC ACCOUNT, whether through the website or mobile devices, the USER declares that he/she shall not: (i) violate any law, regulation, decree, ordinance, order, decision or regulation in force, issued by any government authority in Brazil or abroad; (ii) infringe the copyright, patent, trademark, trade secret or other intellectual, industrial or advertising or confidentiality rights, whether of X-PAY SMART or third parties; (iii) sell counterfeit goods; (iv) act in a defamatory, libelous, threatening or harassing manner; (v) provide false, incomplete or incorrect information to X-PAY SMART, other USERS or third parties; (vi) engage in potentially fraudulent or suspicious activities and/or transactions; (vii) refuse to cooperate in an investigation or to provide confirmation of your identity or any information or document requested by X-PAY SMART or any Brazilian government authority; (viii) allow the balance of your GRAPHIC ACCOUNT to become negative; (ix) disclose or distribute another USER's information to third parties, or use such information for marketing purposes, unless you have the express consent of the respective USER to do so; (x) act in a way that imposes an unreasonable or disproportionate load on our technological infrastructure; (xi) facilitate the dissemination of viruses, Trojan horses or other computer programming routines that may damage, adversely interfere with, fraudulently intercept or expropriate any systems, data or information; (xii) act in a manner that causes us to lose or impact any service from our Internet service providers, payment processors or any other suppliers. 

V – FEES

5.1. The USER declares to be aware that X-PAY SMART will charge fees for the performance of the Services and OPERATIONS, and such fees will be available for consultation on the website. 

5.2. If X-PAY SMART makes new products and/or services available, it may establish remuneration for the products/services that are requested by the USER, according to the values, terms and conditions that may be informed. 

5.3. X -PAY SMART reserves the right to change the fees mentioned in the clause above at any time by publishing the new fees on its website, reserving the USER the option of agreeing to such change, or canceling his/her GRAPHIC ACCOUNT. 

5.4. The USER may not keep the GRAPHIC ACCOUNT inactive. Inactivity of a GRAPHIC ACCOUNT is understood as the absence of movement and/or transfers and/or OPERATIONS in the GRAPHIC ACCOUNT for a period exceeding 90 (ninety) calendar days. Should this occur, the USER will be subject to the charging of fees and/or closure of the GRAPHIC ACCOUNT at the discretion of X-PAY SMART. 

VI – USER OBLIGATIONS AND LIMITATIONS ON USE OF THE GRAPHIC ACCOUNT

6.1. The USER is responsible for all fees , fines, penalties and other obligations incurred by X-PAY SMART, a USER, or third parties, as a result of violation of this Term of Use and/or the CONTRACT and/or as a result of the use of any X-PAY SMART product or service. The USER agrees to indemnify X-PAY SMART, a USER or third parties for any and all damages or losses in this regard. 

6.2. If the USER is, for any reason, responsible for any amount owed to X-PAY SMART, X-PAY SMART may immediately withdraw such amount from his/her GRAPHIC ACCOUNT. If the balance available in the GRAPHIC ACCOUNT is not sufficient to pay the total amount due, the GRAPHIC ACCOUNT will have a negative balance and the USER must immediately reimburse X-PAY SMART, using another form of payment. If this does not happen, X-PAY SMART may take the appropriate measures to collect the amount due, including , but not limited to, including your name in the registries of credit protection agencies, instructing a collection agency to recover the amount due and/or initiating legal action. 

6.3. If, in its sole discretion, X-PAY SMART believes that the USER may be involved in one of the activities described in clause 4.10 or in any activity that violates the AGREEMENT, any services offered by X-PAY SMART, including the conditions set forth in these Terms of Use, X-PAY SMART may adopt measures it deems necessary to protect itself and its controlling, subsidiaries and affiliated companies, other USERS, third parties against claims, fees, fines, penalties and any other obligations arising from such activities. 

6.4. X -PAY SMART reserves the right to immediately and indefinitely suspend the provision of services to the USER, block access to your GRAPHIC ACCOUNT, and withhold receivables, without prior notice, if it reasonably believes that the USER: (i) has provided us with false, inaccurate, incomplete or misleading information; (ii) has violated the terms of this Agreement; (iii) poses to X-PAY SMART an unacceptable credit or fraud risk; (iv) is using the services in violation of the law; or (v) is engaged in fraudulent or illegal conduct. 

6.5. The measures we may take include (but are not limited to) the following: (i) terminate, suspend or limit your access to your GRAPHIC ACCOUNT; (ii) refuse to provide you with any services offered by X-PAY SMART; (iii) retain funds from your GRAPHIC ACCOUNT for the period we deem necessary to protect ourselves and third parties against any risks. Such measure will also be adopted if we believe that you may be involved in potentially fraudulent or suspicious activities and/or transactions; 

6.6. X-PAY SMART, at its sole discretion, may retain any and all payments that the USER receives when it believes there is a high level of risk associated with the USER, his/her GRAPHIC ACCOUNT, the OPERATIONS and/or the TRANSACTIONS carried out within the scope of the CONTRACT or any others. X-PAY SMART will release any payment withheld after 30 (thirty) days from the date it was received in your GRAPHIC ACCOUNT, unless it has grounds to continue withholding it, such as: (a) the suspicion that you may have breached the terms of the CONTRACT, the Terms of Use or (b) the suspicion that the CUSTOMER may be involved in potentially fraudulent or suspicious activities and/or OPERATIONS. In this case, X-PAY SMART may continue to withhold the funds from the GRAPHIC ACCOUNT until the issue is resolved. 

6.7. If X-PAY SMART understands that there is a high level of risk associated with the USER's GRAPHIC ACCOUNT, including in the OPERATIONS and TRANSACTIONS carried out with the tools made available by X-PAY SMART, X-PAY SMART may, at its sole discretion, impose a reserve on the resources held therein, so that such resources may be temporarily unavailable, at the sole discretion of X-PAY SMART. If X-PAY SMART imposes a reserve on the GRAPHIC ACCOUNT, the USER will not have access to the resources until they are released. If the USER's GRAPHIC ACCOUNT is subject to a RESERVE, X-PAY SMART will inform the USER, specifying the terms of such RESERVE. In this sense, X-PAY SMART may require that a certain percentage of the amounts received in your GRAPHIC ACCOUNT be retained for a certain period, or that a certain amount be retained for reservation, or X-PAY SMART may impose any other condition that X-PAY SMART determines to be necessary to protect against the risk associated with your GRAPHIC ACCOUNT. X-PAY SMART may change the terms and conditions of the reservation at any time. 

6.8. X-PAY SMART, at its sole discretion, reserves the right to terminate this Agreement and/or suspend your access to X-PAY SMART services for any reason and at any time, upon notice and release to the USER of any amounts available in the balance of your GRAPHIC ACCOUNT that are free of restriction. Should X-PAY SMART limit access to the USER's GRAPHIC ACCOUNT, including through a reservation or hold, X-PAY SMART will notify the USER of such measures and we will give you the opportunity to request the restoration of access to your GRAPHIC ACCOUNT if we deem it appropriate, in our sole discretion. Furthermore, the USER acknowledges that X-PAY SMART's decision to adopt certain measures, including limiting access to the GRAPHIC ACCOUNT and imposing holds or reservations, may be based on confidential criteria essential to our risk management, the security of the USER's accounts and the X-PAY SMART system itself. The USER also acknowledges that X-PAY SMART has no obligation to disclose details of its risk management and security procedures. 

6.9. The USER may not: (i) use the X-PAY SMART website or application, including to disclose information, in any way that may imply a violation of applicable regulations in Brazil, of the property rights of X-PAY SMART and/or third parties or of good customs, including, without limitation, the violation of intellectual, copyright and privacy rights, or the production and dissemination of illegal, immoral, inappropriate or offensive content; (ii) copy, assign, sublicense, sell, lease or guarantee, reproduce, donate, alienate in any way, transfer in whole or in part, under any modality, free of charge or for a fee, temporarily or permanently, the technological solutions of X-PAY SMART; (iii) use the technological solutions of X-PAY SMART for a purpose other than that for which they were made available by X-PAY SMART. 

6.10. X-PAY SMART, through this Term, grants the USER a personal, limited, temporary, worldwide, revocable, non-exclusive and non-transferable license to use X-PAY SMART's technological solutions, during the period of use of the GRAPHIC ACCOUNT, without charging any remuneration of any nature, and it is understood that the USER may not use or allow the use of the technological solutions for any other purpose not expressly provided for in this Term. Therefore, the USER shall not be permitted, without any limitation, to copy, modify, distribute, sell, rent, share or even assign, in any way, the services provided by X-PAY SMART and enabled by the Software and/or any of the benefits and utilities arising therefrom. 

VII - CLOSING THE GRAPHIC ACCOUNT

7.1. The USER may close his/her GRAPHIC ACCOUNT with X-PAY SMART at any time, following the instructions contained on the X-PAY SMART website. You must withdraw all funds from the GRAPHIC ACCOUNT before closing it. 

7.2. The USER declares to be aware and in agreement that the closing of the GRAPHIC ACCOUNT may limit and/or terminate the other products and/or services made available by X-PAY SMART. 

VIII – GENERAL CONDITIONS

8.1. IN NO EVENT SHALL X-PAY SMART, ITS PARENT COMPANIES, SUBSIDIARIES AND AFFILIATES, PARTNERS, REPRESENTATIVES, DIRECTORS, AGENTS, JOINT VENTURES, EMPLOYEES OR SUPPLIERS, IN BRAZIL OR ABROAD, BE LIABLE FOR ANY INDIRECT DAMAGES OR LOST PROFITS, OR FOR ANY DAMAGES RESULTING FROM OR RELATED TO THE USE OF THE X-PAY SMART GRAPHIC ACCOUNT OR SERVICES (REGARDLESS OF ITS ORIGIN, EVEN IF NEGLIGENT). 

8.1.1. Any compensation resulting from proven contractual liability of X-PAY SMART will be limited to the amount corresponding to 50% (fifty percent) of the remuneration paid by the CLIENT to X-PAY SMART on account of the execution of this Term and use of the GRAPHIC ACCOUNT during the last 12 (twelve) months, counted from the occurrence of the damage, or if said period is shorter, 10% (ten percent) of the total revenue received by X-PAY SMART during that period. 

8.1.2. X-PAY SMART shall be exempt from liability, under any circumstances, for lost profits, loss of business opportunity, loss of reputation, indirect, incidental, consequential, exemplary, moral or similar damages. 

8.2. X-PAY SMART has no control over the products or services purchased or sold through the GRAPHIC ACCOUNT functionalities. X-PAY SMART does not guarantee continuous, uninterrupted or secure access to any of the services offered, as there may be interference from numerous factors beyond X-PAY SMART's control in the operation of its website or application. X-PAY SMART will make every possible effort to ensure that TRANSACTIONS are processed in a timely manner. However, X-PAY SMART makes no representation or guarantee as to the time required to complete such processing, since X-PAY SMART's services depend on several factors beyond our control, such as delays in the banking system or postal services. 

8.3. The USER agrees to defend, hold harmless, exempt and indemnify X-PAY SMART, its controlling companies, subsidiaries and affiliates, our representatives, directors, agents, joint ventures, employees and suppliers, in Brazil and abroad, from any claim, demand (including attorneys' fees), fine or other liability that third parties incur as a result of their failure to comply with this CONTRACT Term and/or any of the contracts governing the use of X-PAY SMART services. 

8.4. Should a dispute arise between the USER and X-PAY SMART, X-PAY SMART will attempt to resolve the issues as soon as possible. 

8.5. If the USER has a dispute with one or more USERS, the USER exempts X-PAY SMART, its controlling companies, subsidiaries and affiliates, in Brazil and abroad (as well as their representatives, directors, agents, joint ventures, employees and suppliers) from any and all claims, demands, damages or losses, of any kind or nature, that may result from or be in any way connected to such disputes. 

8.6. If X-PAY SMART pays any amount to third parties that is the responsibility of the USER, the USER agrees that X-PAY SMART assumes its rights and demands related to such payment, and X-PAY SMART may exercise such rights and demands directly or on its behalf, at X-PAY SMART's sole discretion. 

8.7. It is the USER's responsibility to declare, withhold, collect, and/or remit, as applicable, the correct tax to the competent tax authority. X -PAY SMART is not responsible for determining whether any tax applies to the TRANSACTIONS, nor for declaring, withholding, charging and/or any tax arising from any TRANSACTION carried out by the USER. 

8.8. It is also the USER's responsibility to provide any and all declarations to the competent authorities, including, but not limited to, the Central Bank of Brazil and JurCorpSP 46 Federal Revenue of Brazil, regarding, for example, the receipt of amounts, when applicable. 

8.9. The USER agrees that X-PAY SMART may send him/her communications about his/her GRAPHIC ACCOUNT and the services by electronic means. 

8.10. X-PAY SMART reserves the right to change this Term at any time, without prior notice and regardless of any amendment, by simply posting a revised version on its website. Any new revised version will come into effect as soon as it is posted on the X-PAY SMART website. 

8.10.1. If the USER does not agree with the changes communicated in the manner above, he/she may close the GRAPHIC ACCOUNT within 10 (ten) days from the date of publication of the change. If the USER does not demonstrably express his/her opposition to such changes within such period, this fact will imply his/her full and unrestricted acceptance, without prejudice to the possibility of terminating the CONTRACT at any time, under the terms of this CONTRACT.

8.10.2. USERS already registered in the X-PAY SMART system through previous contracts, signed or not, and who do not express their agreement under the terms of Clause 8.7.1 will automatically adhere to these Terms upon first access to the GRAPHIC ACCOUNT. 

8.11. This Agreement, together with all other applicable contracts and policies contained on the X-PAY SMART website page , constitute the entire agreement between X-PAY SMART with respect to the GRAPHIC ACCOUNT, superseding all prior agreements and understandings, whether oral or written. 

8.12. Any translation of this Agreement is provided solely for your convenience and is not intended to modify any of its terms. In the event of a conflict between the English and Portuguese versions of this Agreement, the Portuguese version shall prevail.

8.13. X-PAY SMART's tolerance of any clause and/or term of this agreement and its annex shall not imply waiver, forgiveness, novation or alteration of the terms established herein that may be required and charged to any or under any circumstances. 

8.14. This Agreement is governed by Brazilian law. The city of Campinas is the jurisdiction of election for this AGREEMENT, and X-PAY SMART may choose the jurisdiction of the CUSTOMER's domicile. 

The provisions of these Terms were last updated on June 5, 2019 and will remain available on the X-PAY SMART website for consultation by USERS. 

ANNEX III TO THE CONTRACT FOR THE PROVISION OF PAYMENT MANAGEMENT SERVICES AND OTHER AGREEMENTS

DEFINITIONS

For the perfect understanding and interpretation of this Agreement, the following definitions are adopted, written in capital letters, used in the singular or plural:

(I) FINANCIAL CALENDAR – Control system that reflects the movement of the CLIENT’s credits and debits derived from the TRANSACTIONS carried out in a period and the conditions provided for in the CONTRACT.

(II) “BACEN” – Central Bank of Brazil; 

(III) “BRANDS” – national or foreign payment scheme providers, holders of property rights and franchisees of their brands, for use by X-PAY SMART and ISSUERS, by specifying general rules for the organization and operation of the CARD and PAYMENT METHODS and/or PRODUCTS system; 

(IV) “CARDS” – Identification and payment instruments, physical or virtual, configured or presented in the form of plastic cards, valid and containing the distinctive signs of the BRANDS, capable of performing various functions, made available by the ISSUERS, for the personal and non-transferable use of the CARDHOLDERS, accepted by X-PAY SMART ; 

(V) CHIP – Microcircuit inserted into the CARD that allows the storage of confidential data of the CARD HOLDER, being read by means of EQUIPMENT and conditioned to the use of the CARD HOLDER’s password.

(VI) “TRANSACTION DISPUTE” ( Chargeback ) – Process that may result in the return of a TRANSACTION, due to dispute by the CARD HOLDER or the ISSUER, in accordance with the rules and deadlines defined by the BRANDS; 

(VII) GRAPHIC ACCOUNT: account in which X-PAY SMART records the amounts related to the CUSTOMER’s transfers. 

(VIII) “ACQUISITORS” – Companies responsible for providing X-PAY SMART accreditation services in the specific system of capture, transport, processing and/or transfer of TRANSACTIONS with CARDS, other PAYMENT METHODS and integration with BRANDS, ISSUERS, HOLDERS and CARD INDUSTRY. 

(IX) BANK ADDRESS – Bank, branch and checking account registered by the CLIENT at the time of registration and which may, under the terms of this AGREEMENT, receive credits arising from TRANSACTIONS.

(X) “ISSUERS” – national or foreign companies, banking institutions or otherwise, authorized by the BANDEIRAS to issue and grant CARDS and/or make PRODUCTS available for use in Brazil and/or abroad;

(XI) CARD INDUSTRY – BANDEIRAS, BACEN and the Brazilian Association of Credit Card and Services Companies (ABECS);

(XII) “CONFIDENTIAL INFORMATION” – information related to the INTELLECTUAL PROPERTY of the PARTIES, information owned by the PARTIES that is disclosed to the other PARTY under the terms of this AGREEMENT, whether in printed or electronic form, and the information contained in this AGREEMENT;

(XIII) “PAYMENT METHODS” – physical instruments or electronic devices with payment functions (multiple or not), accepted or to be accepted in the X-PAY SMART electronic payment facilitation system, made available by ISSUERS, for the personal and non-transferable use of CARDHOLDERS; 

(XIV) “CARDHOLDERS” – Are the individuals or legal entities, holders of CARD and/or users of PAYMENT METHODS, authorized to carry out TRANSACTIONS to acquire the products and services offered by the CLIENT;

(XV) “INTELLECTUAL PROPERTY” – all rights of use (by written license and in full force and effect) of all intellectual property necessary or used in the activities of the PARTIES, as well as all software necessary to use such intellectual property rights (with valid and enforceable maintenance contracts), the PARTIES being their legitimate owners, holders or licensees;

(XVI) “SERVICES” - Has the meaning set forth in clause 2.1 of this AGREEMENT;

(XVII) “TRANSACTIONS” – Means the capture, transmission, processing of data and settlement of payment transactions arising from the use of CARDS and PAYMENT METHODS by CARDHOLDERS.