General Terms and Conditions

This document, hereinafter referred to simply as "Terms of Service", applies to the use of services offered by GLIN BRASIL SERVIÇOS DIGITAIS LTDA, a Brazilian business company, duly registered under CNPJ/MF No. 36.032.210/0001-09 headquartered at Praça Chuí, 35, Ground Floor, Vila Ema, São José dos Campos – SP – Brazil and Glin, INC., a company incorporated under the laws of Delaware, United States of America, EIN No. 35-2736033, headquartered at 251 Little Falls Drive, City of Wilmington, County of New Castle, Delaware, 19808, United States of America, hereinafter referred to indistinctly as "GLIN", through its web domain https://www.glin.com.br, and respective subdomains, applications for smartphones and tablets and/or through application programming interfaces (API) made available in third-party environments ("Platform").

1. ACCEPTANCE OF TERMS OF SERVICE

1.1 Acceptance.

The User, understood here as any person, natural or legal, who intends to use the services described in these Terms of Service, must carefully and fully read the content of these Terms of Service and, if they agree with the provisions contained therein, must express their free, express, informed and unambiguous consent regarding the content of this document. This acceptance will be given by clicking the button "I have read, understood and accept the Terms of Service and General Conditions of the Glin Platform".

1.2 Related Terms.

The following are integral and inseparable parts of these Terms of Service:

Glinpay Terms of Service (/legal/terms)
Privacy Notice (/legal/privacy)

1.3 Regulation.

The applicable legislation is integrated into these Terms of Service, as if transcribed herein, especially Law No. 14,286/2021, which provides for the regulation of the foreign exchange market, CMN Resolution 5.042/2022 and BCB Resolution No. 277/2022.

2. PAYMENT SERVICE (eFX)

2.1 International payment service (eFX).

The Platform's purpose is to offer the international payment service ("eFX Service"), facilitating the relationship between the User and financial institutions legally authorized to operate in foreign exchange and make international transfers ("Foreign Exchange Agent"), in order to provide speed in the foreign exchange operation and international remittance for payment to suppliers of products and services located outside the country ("Suppliers"), pursuant to article 49 I, b. GLIN does not perform foreign exchange and remittance activities of values to or from abroad, which are carried out by Foreign Exchange Agents in accordance with applicable legislation. The activity performed by GLIN is merely that of a facilitator, collecting information, verifying the correct classification of payment according to Brazilian legislation requirements and making the User's payment to the Supplier through integration between User and Foreign Exchange Agent. THE USER IS SOLELY RESPONSIBLE FOR THE ACQUISITION OF PRODUCTS AND SERVICES FROM SUPPLIERS AND RESPECTIVE PAYMENT ABROAD AND AGREES TO EXEMPT GLIN FROM ANY LIABILITY FOR THE SERVICES DESCRIBED HEREIN.

2.2 Limit.

Transactions carried out through the Platform are subject to limits of USD $10,000.00 (ten thousand dollars) per operation.

2.3 Foreign Exchange Agent Approval.

The completion of the services described herein is subject to compliance, at the discretion of GLIN, the Supplier and the Foreign Exchange Agent, with applicable regulatory provisions, which require, among other issues, proof of legality, legitimacy and economic basis of the intended transaction. Payment, therefore, involves a foreign exchange operation and international remittance of values that may be subject to request and analysis of supporting documents. That is, payment will only be made once GLIN and the Foreign Exchange Agent have approved the information and documents presented by the User, at their sole discretion. If the foreign exchange and remittance operation contracted by the User is rejected by the Foreign Exchange Agent for restrictions of any nature, the amount may be retained by GLIN, the Supplier or the Foreign Exchange Agent, if the Supplier's product or service has already been effectively provided. Otherwise, operational costs, such as chargeback fee and costs arising from exchange rate fluctuation, may be debited. IT IS THE USER'S SOLE RESPONSIBILITY TO PROVE THE LEGALITY AND LEGITIMACY OF THE TRANSACTION THROUGH PROPER DOCUMENTATION CAPABLE OF ATTESTING

2.4 Exchange Rate.

Exchange rate quotes on the Platform are offered in real time and reflect market conditions applicable at the time of consultation and, therefore, are subject to fluctuations. Once the acquisition of any product or service from a Supplier is closed, it is not possible to renegotiate the quote value. GLIN charges a fee for each purchase made by the User, the value of which is informed prior to the completion of the purchase.

2.5 Compliance.

All operations carried out through the Platform are subject to investigation by international transaction control bodies, as well as internal compliance checks conducted by the Foreign Exchange Agent and other institutions involved in transaction settlement. GLIN has no link or interference over the procedures conducted by these institutions and is not responsible for any delays in shipments or receipts resulting from these practices.

2.6 Payment method.

GLIN may accept payments from deposit or payment accounts held by the User in financial institutions and other institutions authorized to operate by the Central Bank of Brazil or in payment institutions that are part of the SPB exclusively by virtue of their adherence to Pix or payment slip having the customer in the Country as payer and GLIN as beneficiary.

2.7 Cancellation.

The User may not request cancellation of the transaction after closing it on the Platform, which also depends on acceptance by the payment recipient by the Foreign Exchange Agent, being available on the Platform. The deadline may, for exceptional reasons, be changed, which will be informed to the User. If the foreign exchange and international remittance transaction has already been made, the User must bear all costs, fees, charges inherent to the transaction and its cancellation, including any charges and costs from banking institutions abroad, which will be debited from the amount to be returned. IN CASES OF TRANSACTION CANCELLATION, A FIXED CANCELLATION FEE FOR THE FOREIGN EXCHANGE OPERATION MAY BE CHARGED, IN ADDITION TO EXCHANGE RATE VARIATION, TAXES INHERENT TO THE REVERSAL OPERATION, DISCOUNTS BY THE INTERNATIONAL BANK AND/OR FINANCIAL CHARGES IMPOSED BY BACEN.

2.8 Electronic Signature.

The User acknowledges the veracity, authenticity, integrity, validity and effectiveness of these Terms of Service and other instruments and documents approved or entered into through the Platform for the provision of services described herein, registration and formalization of the foreign exchange and international remittance operation, approved in electronic format and/or through electronic certificates, even if they are electronic certificates not issued by ICP-Brazil.

2.9 Declarations.

The User declares full awareness that they are subject to the policies of the Foreign Exchange Agent and legislation applicable to the foreign exchange and international remittance operation for payment to the Supplier.

3. USER REGISTRATION

3.1 Registration use.

To register on the Platform, the User must have full powers, capacity, legitimacy and all necessary authorizations to accept these Terms of Service and not be acting on behalf of an undisclosed principal or a third-party beneficiary. Registration will result in the creation of a login and access password that identify the User on the Platform. The User commits not to disclose this information to third parties, being fully responsible for any use made of it.

3.2 Information sharing.

The User acknowledges and accepts that information will be shared between GLIN, Suppliers, and the Foreign Exchange Agent and other national and international service providers, to the extent necessary for the execution of GLIN's services, also being subject to their approval.

3.3 Supporting data and documents.

Some data must be mandatorily provided during registration, which will be stored for the purpose of performing the services described herein and complying with legal obligations. GLIN may request supporting documents, digitally or physically, as applicable. GLIN reserves the right to accept documents in only three languages: Portuguese, English and Spanish.

3.4 Data enrichment and fraud prevention.

The User expressly agrees and authorizes GLIN, the Supplier and the Foreign Exchange Agent to verify information from other sources, including but not limited to public or private databases, for the execution of procedures to prevent and combat money laundering and terrorist financing, and possibly suspend the account if there are inconsistencies, attempted document fraud or misuse of the services described herein, without prior notice.

3.5 Account suspension.

GLIN reserves the right to refuse any registration request and to suspend a previously accepted registration that is not in compliance with the above, as well as with the policies and rules of these Terms of Service.

4. TAXES

4.1 IOF.

When approving a foreign exchange and international remittance operation on the Platform, the applicable IOF (Tax on Financial Operations) value for the foreign exchange operation that is the object of the Transaction will be displayed and added, including Transactions for the return of values. The User will always be the IOF taxpayer in accordance with current tax legislation in Brazil. The Foreign Exchange Agent will collect IOF from the Federal Revenue Service, in accordance with current regulations.

4.2 Other taxes.

The User is solely responsible for calculating and paying any additional tax of any nature that is levied or comes to be levied on the transaction, whether municipal, state and/or federal or income tax.

4.3 Information on tax aspects.

Any information presented by GLIN on the platform regarding taxes should not be understood by the User as guidance, by GLIN, on tax aspects, which should be verified and validated by the User independently or with the help of their advisors.

5. PROHIBITED PRACTICES

5.1 Prohibited practices.

It is strictly forbidden for the User, when accessing the Platform, to:

a. practice or encourage the practice of any illegal acts or activities;
b. send or receive funds without proof of income or origin/by illegal means;
c. take advantage of system errors, including those related to exchange rate pricing;
d. the collection, storage and processing, by the User, of any personal information of other Platform Users;
e. use of the Platform by minors, except emancipated ones, provided that supporting documents are presented and that this condition is duly informed and approved through the Platform;
f. practice acts that may prevent normal use or that may damage, disable, overload, deteriorate or in any way modify the Platform;
g. use any system, including but not limited to, "robots", "spiders", "scripts" or "offline readers", that access the Platform and use it in an unfair, manipulative manner or contrary to what is provided in these Terms of Service;
h. use any system to send access requests and use of the Platform that exceeds, in a given period, what would normally be possible to respond;
i. use the Platform for, but not limited to: (i) violation of current legislation; (ii) exploitation of gambling, betting, etc.; (iii) collections and payments of building condominiums; (iv) activities of trade union organizations; (v) activities of political organizations, except those authorized by law; (vi) exploitation of personal service machines operated by coin; (vii) offering discount cards; (viii) professional relocation services; (ix) arms trafficking, human trafficking, animal trafficking, etc.; (x) money laundering; (xi) terrorism; (xii) pornography, prostitution or pedophilia, and/or (xiii) any type of activity that may be considered fraudulent or illegal.

5.2 User declarations.

The User declares, for all due purposes and effects, that the activities developed by them and the use of the Platform are carried out in strict compliance with labor legislation related to health and/or occupational safety, including regarding illegal, slave and/or child labor and/or indigenous labor, directly or indirectly, and regarding discriminatory practices.

5.3 Sanctions.

GLIN may exclude any User from the Platform, at its sole discretion, or block, suspend or prohibit User access and/or pending purchase, including with the consequent elimination of any content from the Platform: (i) by legal determination; (ii) by virtue of court order or by determination of competent authority; (iii) to avoid or correct any elements that, at its sole discretion, may bring or have brought damages or any type of harm to GLIN, Suppliers and the Foreign Exchange Agent or any third party; (iv) when transactions carried out by the User are not in accordance with what is provided in these Terms of Service or any applicable legislation; (v) when there are indications that Users may be acting in bad faith in using the Platform; (vi) when there are indications that Users may be in non-compliance with applicable legislation and regulations; (vii) for reasons related to registration regularity with COAF, as applicable; and/or (viii) at the request of the Supplier or Foreign Exchange Agent.

6. PRIVACY POLICY AND INFORMATION CONFIDENTIALITY

6.1 Data sharing.

The User is also subject to the privacy and information confidentiality policy, available at www.glin.com.br/privacidade, which is an integral part of these Terms of Service. GLIN may share user data with third parties related to the fulfillment of services, such as payment methods, Suppliers, government authorities, and other involved agents. Any user data will never be shared with other third parties outside the scope of these Terms of Service.

6.2 Data processing abroad.

The User acknowledges and consents to the international transfer of their data to servers abroad.

6.3 Data sharing with authorities.

GLIN adopts policies to prevent money laundering, terrorist financing, fraud and other financial crimes, in compliance with legal obligations, especially Law No. 7,492/1986, which defines crimes against the national financial system, as amended, and Law No. 9,613/1998. Therefore, user data may be shared with government authorities without their express consent, carried out solely for legal force or court order.

7. RESPONSIBILITIES

7.1 GLIN'S RESPONSIBILITY.

THE USER ACKNOWLEDGES AND AGREES THAT GLIN IS AN INTERMEDIARY IN THE PAYMENT OPERATION CARRIED OUT BETWEEN USER AND SUPPLIER. GLIN IS ONLY RESPONSIBLE FOR THE EXCHANGE OF INFORMATION BETWEEN THE USER AND FOREIGN EXCHANGE AGENT FOR THE OPERATIONALIZATION OF INTERNATIONAL PAYMENT, USING THE BEST APPLICABLE INFORMATION SECURITY PRACTICES, TO PREVENT IMPROPER SHARING OF USER DATA, AS WELL AS TO IDENTIFY OPERATIONS NOT AUTHORIZED BY THE USER, AND MAY SUSPEND THE OPERATION. FROM THE MOMENT THE SUPPLIER RECEIVES PAYMENT, THE EFX SERVICE DESCRIBED IN THESE TERMS OF SERVICE IS CONSIDERED DEFINITIVELY RENDERED, ENDING GLIN'S RESPONSIBILITY, EXCEPT FOR THE SECURITY AND CUSTODY OF PAYMENT INFORMATION, AS REQUIRED BY LAW.

7.2 DIRECT RELATIONSHIP BETWEEN USER AND SUPPLIER.

Due to item 7.1 above, the User and the Supplier have a direct legal relationship. GLIN HAS NO INFLUENCE OVER THE DIRECT RELATIONSHIP BETWEEN USER AND SUPPLIER, AND WILL NOT BE RESPONSIBLE, NOR WILL IT VERIFY THE CAUSES, OF ANY POLICIES RELATED TO THIS DIRECT RELATIONSHIP, INCLUDING, BUT NOT LIMITED TO, REGISTRATION AND SECURITY ISSUES, DISCOUNTS OFFERED BY SUPPLIERS, EXISTENCE, QUALITY, QUANTITY, OPERATION, CONDITION, INTEGRITY OR LEGITIMACY OF GOODS OR SERVICES OFFERED BY THE SUPPLIER.

7.3 COMMUNICATION WITH THE SUPPLIER.

In case of problems arising from the relationship between User and Supplier, communication and resolution must be carried out through the service channels and physical and/or digital establishments thereof, according to the policies present in their respective advertisements. GLIN is willing, by its own choice and not by any contractual obligation, to help resolve conflicts, limited only to assisting in communication between User and Supplier.

7.4 DIRECT RELATIONSHIP BETWEEN USER AND FOREIGN EXCHANGE AGENT.

The User acknowledges that the foreign exchange and international remittance operation is a service connected to the purchase of products and services from the Supplier, carried out by the Foreign Exchange Agent, in which GLIN only makes the connection between the parties and exchange of information. GLIN IS NOT RESPONSIBLE IN ANY WAY FOR LOSSES AND DAMAGES, INCLUDING LOST PROFITS, CAUSED BY DELAY OR BLOCKING IN THE TRANSACTION BY THE FOREIGN EXCHANGE AGENT.

7.5 CUSTOMS CLEARANCE.

The User acknowledges and agrees that the Platform has no control over the activities or decisions of customs authorities in any jurisdiction. THE PLATFORM ASSUMES NO RESPONSIBILITY FOR CUSTOMS RETENTION OF PRODUCTS. The User is solely responsible for complying with all customs obligations.

7.6 PROMOTIONAL ACTIONS.

The offering of coupons, discounts, promotions or any other benefit, at any time, including due to conflict in the direct relationship between user and Supplier does not constitute any legal relationship, being only a unilateral commercial decision.

7.7 USE OF THE PLATFORM AND PROVISION OF INFORMATION.

The User acknowledges and accepts that when contracting GLIN's services, they do so of their own free will, giving their consent freely and at their own risk and responsibility, since THEY ARE SOLELY RESPONSIBLE FOR ANY INFORMATION MADE AVAILABLE ON THE PLATFORM AND FOR THE USE THEY MAKE OF IT, BEING FULLY LIABLE FOR ANY OFFENSE TO THIRD PARTY RIGHTS.

7.8 ACCESS TO THE PLATFORM.

GLIN will make best efforts to ensure that the Platform is fully accessible at all times. However, there is no guarantee that access and use will be without any failures or uninterrupted. GLIN MAY NOT BE HELD LIABLE BY THE USER OR ANY THIRD PARTY FOR IMPEDIMENT OR CHANGE IN THE FORM OF ACCESS, USE AND FUNCTIONALITIES.

7.9 MONITORING OF USER ACTIVITY.

GLIN has no obligation to monitor, supervise or control the access and use that Users make of the Platform. GLIN does not guarantee that other users will use the Platform in accordance with the Terms of Service, Privacy Policy, other rules governing access and use of the Platform, as well as current legislation.

7.10 CYBERSECURITY.

GLIN will make its best efforts to, within recommended security standards and applicable current legislation, ensure that personal data provided by users is protected and kept confidential. However, GLIN CANNOT GUARANTEE THAT DATA PROTECTION AND PLATFORM SECURITY WILL NEVER BE BREACHED.

7.11 DISCLAIMER OF LIABILITY.

GLIN is exempt from any liability:

a. for the terms and policies related to the products and services of Suppliers;
b. for conflicts that are related to the direct relationship between User and Supplier;
c. for failures within the Suppliers' environment, physical or digital, when payment is duly cleared and free from defects attributable to GLIN;
d. for damages resulting from breach of confidentiality of login, passwords, and electronic signatures due to User's fault;
e. direct and/or indirect damages of any nature that may be caused as a result of access and use of the Platform, information entered by its Users, including those resulting from lack of veracity, validity or authenticity;
f. for irregularly registered User data, misuse of account and sharing of login or access password by the User, leading to use of the account by unauthorized third parties and/or misplacement of payment;
g. for problems in the use of payment methods that are the User's responsibility, such as delay in bank clearing, typing errors in the account, card problems, among others;
h. for damages that may be caused by the suspension of the User's account;
i. for any damage, loss or harm suffered by the User due to failures on the internet, system or server used by the user, resulting from third party conduct, fortuitous event or force majeure;
j. for the provision of any services or goods, sold, advertised or simply directed through the Platform to sites of advertisers, sponsors, other users or partners;
k. for delays, losses, errors or omissions resulting from telecommunication failure or any other data transmission system and central computer system failure or any part of it for the Platform;
l. for any virus that may attack the User's equipment due to failures on the internet, system or server used by the user, resulting from third party conduct, fortuitous event or force majeure;
m. for any damage, loss or harm suffered by the User as a result of access, use or navigation on the internet or as a consequence of the transfer of data, files, images, texts, videos or audio;
n. for delays and failures in the foreign exchange and international remittance operation attributable to the User, related to compliance procedures, legal obligations, registrations in public or private databases, documentation regularity and banking services and deadlines;
o. for taxes or levies that the User, due to lack of knowledge or any other reason, fails to collect from the tax administration as a result of the foreign exchange and international remittance operation carried out through the Platform.

8. INTELLECTUAL PROPERTY

8.1

GLIN and/or its parent companies, controlled companies, subsidiaries or affiliates reserve all rights, including intellectual and industrial property rights, associated with the services, their websites, the contents of their screens, programs and databases, networks, codes, development, software, architecture, hardware, content, information, technology, integration phases, functionalities, domains, files that allow the User to access and create their account, sales tools, trademarks, patents, copyrights, industrial designs, trade names, among others and declare that they are protected by national and international laws.

8.2

Under no circumstances will the User have any type of right over them, except to use GLIN's service as provided in these Terms of Service. Improper use or use contrary to current regulations on GLIN's intellectual and industrial property is prohibited, as well as its total or partial reproduction, unless authorized in writing by the same.

8.3

The site may contain links to third party sites. However, as GLIN has no control over these sites, it will not be responsible for the contents, materials, actions and/or services provided by them, nor for direct or indirect losses or damages caused by the use of such sites.

8.4

The User also undertakes not to perform "reverse engineering" practices, transmit, publish, disclose or create derivative works from any material to which they may have access on the Platform, which they must assume to be protected by intellectual property rights regardless of any additional written guidance in this regard and/or when the disclosure of such materials is not authorized by their author or by the holder of their intellectual property rights.

9. GENERAL PROVISIONS

9.1 Amendment of Terms of Service.

GLIN may amend these Terms of Service at any time, aiming at their improvement and improvement of services provided, or for legal reasons. The User must communicate by email if they do not agree with the amended terms. In this case, the contractual relationship will cease to exist, provided there are no outstanding accounts or debts. In the absence of manifestation, it will be understood that the User accepted the new Terms of Service and the contract will continue to bind the parties.

9.2 Term.

By agreeing, the User declares to have previously read all the content of these Terms of Service, as well as the Privacy Policy and other rules governing the Platform, and to have fully understood their content. These Terms shall be valid for an indefinite period and may be terminated by GLIN at any time, at its sole discretion, regardless of the payment of any compensation or indemnification, for whatever reason.

9.3 Waiver of rights.

The non-exercise by GLIN of any rights or faculties conferred upon it by the Terms of Service, Privacy Policy, rules regulating access and use of the Platform or current legislation, as well as eventual tolerance against violations of the provisions of legal and contractual instruments mentioned in these Terms of Service, shall not constitute waiver of rights or novation, and its rights may be exercised at any time.

9.4 Non-binding.

Acceptance of these Terms of Service, as well as the Privacy Policy and rules regulating access and use of the Platform does not imply the creation of any employment, corporate, partnership or associative relationship between GLIN and the User.

9.5 Applicable law and forum election.

All items of these Terms of Service are governed by the laws in force in the Federative Republic of Brazil. For all matters relating to interpretation, compliance or any other issue related to these Terms of Service, the parties agree to submit to the Forum of the City of São José dos Campos, SP, except for complaints submitted by Users who fit the legal concept of consumers, who may submit such complaints to the forum of their domicile, or to the arbitration chamber indicated in an arbitration clause, if applicable.

9.6 Communication.

All complaints, questions and requests for information may be made via email sent to contato@glin.com.br. Judicial or extrajudicial notifications must be sent to the address of GLIN BRASIL SERVIÇOS DIGITAIS LTDA. The User authorizes GLIN to send electronic notifications, including but not limited to, direct messages via mobile app "Push", cell phone messages "SMS" and emails, with information regarding all stages of the services described in these Terms of Service and other applicable information.

General Terms and Conditions of the Glin Platform