Glinpay Terms of Service

This document, hereinafter referred to simply as "Glinpay Terms", 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 domains https://www.glin.com.br and https://www.glinpay.com, 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 USE

1.1 Acceptance.

The Supplier, understood here as any person, natural or legal, who offers products and services located outside Brazil and intends to use the services described in these Glinpay Terms, must carefully and fully read the content of these Glinpay Terms 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 Glinpay Terms".

1.2 Related Terms.

The Terms of Service and General Conditions of the Glin Platform, the Supplier Protection Policy and the specific terms of the Foreign Exchange Agent (defined below) are integral and inseparable parts of these Glinpay Terms.

2. SERVICE OFFERING

2.1 Offering of products and Services on the Platform and international payment service (eFX).

GLIN will provide the Supplier, through the Platform, an environment to offer their products and services to other Platform users and, in connection, GLIN offers the international payment service ("eFX Service"), intermediating the exchange of information between the consumer user and financial institutions legally authorized to operate in foreign exchange and make international transfers ("Foreign Exchange Agent"), for carrying out foreign exchange operations and international remittance for payment to the Supplier.

2.2 Supplier Terms of Use.

The Supplier must send GLIN their Terms of Use for publication on the Platform. The Supplier acknowledges and accepts that GLIN is merely an intermediary, and the Supplier will be responsible for resolving problems arising from their direct relationship with customers from the Platform.

2.3 Glin Checkout.

GLIN also has API infrastructure and payment link generation for inclusion in the Supplier's own environment ("Glin Checkout"). The acquiring user who opts for this method must necessarily register on the Platform and be eligible to use it, as well as being subject to the other terms and policies of GLIN.

2.3.1 Product and service recipient.

The Supplier must issue invoices, provide services and deliver products only to the customer informed by Glin at the time of payment. Glin reserves the right to request supporting information about compliance with this obligation at any time, under penalty of cancellation of its eFX Service provision.

2.4 Invoice generation.

Glin Checkout allows the Supplier to use the eFX Payment Service for issuing invoices to their customers. The Supplier understands and agrees with the format provided by Glin, and it will be the Supplier's responsibility to ensure that the format and content of the invoices comply with applicable legislation in any country.

2.5 Dashboard.

All identification information of the Supplier and the eFX Services performed on the Platform will be shown in a dashboard provided on the Platform. The dashboard is offered "as is", and it is the Supplier's responsibility to manage the access credentials provided by GLIN.

2.6 Commission and receipt of payments.

As compensation to GLIN for its services, a fee is applied on the user's payment on the Platform. The Supplier must inform GLIN of a bank account in their name for receiving payments.

2.7 Limits.

Payments by acquiring users of the Supplier's products and services are subject to a limit of USD$10,000.00 (ten thousand dollars) per user purchase operation. GLIN reserves the right to unilaterally impose other transactional limits that it deems necessary.

2.8 Supplier responsibility to the acquiring user.

The Supplier acknowledges and agrees that the issuance and delivery of products and/or services is their sole responsibility. GLIN HAS NO MANAGEMENT OR RESPONSIBILITY REGARDING THE COMMERCIAL ACTIVITIES OF SUPPLIERS. THE SUPPLIER ACKNOWLEDGES THAT THEY ARE THE SOLE AND EXCLUSIVE RESPONSIBLE FOR THE SALE OF PRODUCTS AND SERVICES, AS WELL AS FOR THE DIRECT RELATIONSHIP WITH THEIR ACQUIRING USERS. THE SUPPLIER ALSO COMMITS NOT TO OFFER PRODUCTS AND SERVICES THAT ARE OF PROHIBITED ACCESS IN BRAZIL AND/OR THE USA, UNDER PENALTY OF DISACCREDITATION WITH GLIN.

2.9 Excess credits.

Under no circumstances may existing payment credits be used to create availability abroad. The Supplier also may not offer monetary adjustment, interest, dividends or any other type of income on amounts paid by the acquiring user.

2.10 Cancellation and refund.

Once payment is approved, GLIN no longer has control over the delivery of products and services, since payment to the Supplier operates automatically. The Supplier acknowledges and agrees that GLIN's service will be considered effectively rendered from this moment, without the possibility of cancellation and refund by GLIN.

2.11 Seller Protection.

GLIN may decide to reimburse, in whole or in part, the Supplier in case of chargeback by the user, in accordance with its Supplier Protection Policy.

2.12 Taxes.

The Supplier is responsible for collecting applicable taxes. If GLIN is required to collect such taxes, by court order or under applicable law, the Supplier must reimburse GLIN and hold it harmless.

3. USER REGISTRATION

3.1 Registration use.

To register on the Platform, the Supplier must have full powers, capacity, legitimacy and all necessary authorizations to accept these Glinpay Terms 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 Supplier on the Platform. The Supplier 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 and the Foreign Exchange Agent and other national and international service providers, to the extent necessary for the execution of GLIN's services.

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.

3.4 Data enrichment and fraud prevention.

The Supplier expressly agrees and authorizes GLIN and the Foreign Exchange Agent to verify information from other sources, including but not limited to public or private databases, for the purpose of preventing and combating money laundering and terrorist financing.

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 policies and rules of these Glinpay Terms.

4. RESPONSIBILITIES

4.1 GLIN'S RESPONSIBILITY.

THE SUPPLIER ACKNOWLEDGES AND AGREES THAT GLIN IS AN INTERMEDIARY IN THE PAYMENT MADE BY THE ACQUIRING USER FOR THE ACQUISITION OF GOODS AND SERVICES. GLIN IS ONLY RESPONSIBLE FOR INTERMEDIATING THE EXCHANGE OF INFORMATION BETWEEN THE SUPPLIER AND THE USER FOR THE PURPOSE OF OPERATIONALIZING DOMESTIC OR INTERNATIONAL PAYMENT. FROM THE MOMENT THE SUPPLIER RECEIVES PAYMENT, GLIN'S PAYMENT INTERMEDIATION SERVICE DESCRIBED IN THESE TERMS IS CONSIDERED DEFINITIVELY RENDERED, WITHOUT THE POSSIBILITY OF REVERSAL, WITHDRAWAL, REFUND OR CANCELLATION BY GLIN.

4.2 DIRECT RELATIONSHIP BETWEEN SUPPLIER AND ACQUIRING USER.

GLIN HAS NO INFLUENCE OVER THE DIRECT RELATIONSHIP BETWEEN SUPPLIER AND ACQUIRING USER, AND WILL NOT BE RESPONSIBLE FOR ANY POLICIES RELATED TO REDEMPTION, REFUND LIMITATION, CHARGEBACK, CONDITION AND VALIDITY PERIOD, BLOCKS, REGISTRATION AND SECURITY ISSUES, AND DISCOUNTS OFFERED BY THE SUPPLIER.

4.3 LEGAL EFFECTS OF GENERATED DOCUMENTS.

GLIN WILL HAVE NO LIABILITY TO SUPPLIER OR ANY THIRD PARTY FOR ANY LOSS THAT MAY BE SUFFERED OR INCURRED IN THE EVENT THAT AN INVOICE MODEL PROVIDED DOES NOT COMPLY WITH ANY LAWS.

4.4 COMMUNICATION WITH THE ACQUIRING USER.

In case of problems arising from the relationship between Supplier and Acquiring User, communication and resolution must be carried out through the Supplier's service channels. GLIN is willing, by its own choice and not by any contractual obligation, to help resolve conflicts.

4.5 PROMOTIONAL ACTIONS.

The offering of coupons, discounts, promotions or any other benefit does not constitute any legal relationship, being only a unilateral commercial decision.

4.6 DISCLAIMER OF LIABILITY.

GLIN IS EXEMPT FROM ANY LIABILITY:

• 4.6.1 For the Supplier's commercial policies;
• 4.6.2 For services and products offered by the Supplier;
• 4.6.3 For conflicts related to the direct relationship between Supplier and Acquiring User;
• 4.6.4 For failures within the Supplier's product and service acquisition environment, physical or digital, when payment has been duly cleared;
• 4.6.5 For damages resulting from breach of confidentiality of passwords, electronic signatures, access codes and customer payment information;
• 4.6.6 For irregularly registered Supplier data, misuse of account and sharing of login or access password by the Supplier.

5. GENERAL PROVISIONS

5.1

This instrument cancels and replaces any other written or verbal agreement, of this nature, previously entered into.

5.2 Amendment of Glinpay Terms.

GLIN may amend these Glinpay Terms at any time, aiming at their improvement and improvement of services provided, or for legal reasons.

5.3 Term.

By agreeing, the Supplier declares to have previously read all the content of these Glinpay Terms, as well as the Privacy Policy and other rules governing the Platform. This term shall be valid for an indefinite period and may be terminated by GLIN at any time.

5.4 Waiver of rights.

The non-exercise by GLIN of any rights or faculties conferred upon it shall not constitute waiver of rights or novation.

5.5 Non-binding.

Acceptance of these Glinpay Terms does not imply the creation of any employment, corporate, partnership or associative relationship between GLIN and the Supplier.

5.6 Applicable law and forum election.

All items of these Glinpay Terms 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 Glinpay Terms, the parties agree to submit to the Forum of the City of São José dos Campos, SP. These Glinpay Terms constitute a business relationship and may not be understood as a consumer relationship.

5.7 Communication.

All complaints, questions and requests for information may be made via email sent to suporte@glinpay.com.