Terms and conditions
We have brought together all the usage policies and legal pages of the Cartpanda platform.
CARTPANDA RECOGNITION & INCENTIVES PROGRAM TERMS
Version 09/2025.
CARTPANDA TECNOLOGIA DE SOFTWARE LTDA, CNPJ No. 46.698.364/0001-98, with its principal place of business at Avenida Brigadeiro Faria Lima, No. 2.369, 11th floor, Suite No. 1.102, Jardim Paulistano, São Paulo/SP, CEP 01452-922, hereinafter referred to as “CARTPANDA”;
CARTPANDA TECNOLOGIA DE PAGAMENTOS LTDA, CNPJ No. 26.224.823/0001-94, with its principal place of business at Avenida Francisco Monteiro, No. 1.206, 3rd Floor, Room No. 306, Santana, Ribeirão Pires/SP, CEP 09406-300, hereinafter referred to as “CARTPANDA PAY”;
CARTPANDA INC., a company organized under the laws of Delaware, with its principal place of business at 555 Republic Dr, Plano, Texas, 75074, hereinafter referred to as “CARTPANDA USA”.
Collectively referred to as the “CARTPANDA GROUP,” the above-identified companies hereby institute these Cartpanda Recognition & Incentives Program Terms (“Terms”), which govern participation by Sellers and Affiliates and the rewards granted under the Cartpanda Recognition and Incentives Program (“Cartpanda Program” or simply the “Program”).
DEFINITIONS:
The following definitions apply to these Terms:
Affiliate(s): An individual or legal entity acting as a marketing or resale partner, promoting products of Sellers (also referred to as “Producers” in the context of Affiliates) on the Cartpanda Platform in exchange for commissions calculated under models such as CPA (flat amount) or RevShare (percentage of sales).
Brazil Program: The Program designation for any Seller or Affiliate whose Cartpanda Account was created with an address in Brazil. This assignment remains fixed for Program classification.
Cartpanda Account: The primary registration of a Seller or Affiliate with the CARTPANDA GROUP.
Cartpanda Account Country of Creation: The country and address provided and verified at the time of the Seller’s or Affiliate’s initial registration on the Cartpanda Platform. This criterion definitively assigns the participant’s Program designation (Brazil or Global) and remains fixed for Program classification, regardless of the nationality of the account holder or its representatives, the location of linked Stores, or any subsequent changes to registration information.
Co-Producer (or Coproducer): A Seller who, in addition to potentially operating its own Stores, receives a share/commission for creating, co-producing, and/or marketing products together with another Seller (the “Producer”). For purposes of these Terms, a Co-Producer is treated as a Seller.
Global Program: The Program designation for any Seller or Affiliate whose Cartpanda Account was created with an address outside Brazil. Nationality, the location of linked Stores, and any subsequent registration updates do not change this assignment (it remains fixed for Program classification).
Participant: For purposes of these Terms, the term means any eligible Seller or Affiliate participating in the Program.
Producer(s): A Seller whose products or services are promoted by Affiliates on the Cartpanda Platform.
Rank Year: The 12-month period designated by the CARTPANDA GROUP, currently the calendar year (January 1 through December 31), after which all Rank classifications reset.
Revenue: A - For Sellers: solely for purposes of the Program: (i) Under the Brazil Program, for the first BRL 250,000.00 in sales, Revenue equals the gross amount of completed sales on the Cartpanda Platform, regardless of the payment gateway used; for sales exceeding BRL 250,000.00, Revenue shall be the net amount processed and settled through Cartpanda Pay, after deduction of fees, refunds, and chargebacks; (ii) Under the Global Program, Revenue is always the net amount of completed sales - after fees, refunds, and chargebacks - starting from USD 0.00. The Cartpanda Group may revise the threshold amounts from time to time by posting an updated version of these Terms. B - For Affiliates: For Program purposes, Revenue means the Affiliate’s total net commissions, aggregated across all linked Producers, whether paid on a CPA (flat amount) or RevShare (percentage) basis, after refunds, reversals, fees, and chargebacks. The base currency is BRL or USD as determined by the Affiliate’s Cartpanda Account Country of Creation; amounts in other currencies may be converted to the base currency under the CARTPANDA GROUP’s operating criteria in effect on the calculation date.
Seller: The individual or legal entity that owns the Cartpanda Account as reflected in the CARTPANDA GROUP’s systems, responsible for the Stores linked to that Account and for the Revenue from sales made through those Stores. The Seller is the primary participant in this Program, regardless of the number of Stores operated. A Seller is uniquely identified, as applicable, by taxpayer ID, passport, driver’s license, or another official identifier or business registration accepted at the CARTPANDA GROUP’s discretion.
Store(s): Store Slugs associated with the Seller and enabled to operate on the Cartpanda Platform. For Program purposes, the Seller’s Revenue is aggregated across all of its Stores.
1. PROGRAM OVERVIEW AND SCOPE
1.1. These Terms govern participation by Sellers and Affiliates in the CARTPANDA GROUP’s Cartpanda Recognition & Incentives Program (the “Program”), and set out its tracks, calculation rules, forms of recognition, and the conditions under which Rewards are granted.
1.2. The Program comprises two complementary tracks:
a) Ranks: An annual classification for Sellers and Affiliates based on Revenue tiers, with the assignment of titles and institutional benefits; and
b) Awards: One-time premium Rewards granted once per Seller or Affiliate upon reaching specified Revenue milestones.
1.3. Territorial scope and currency. For Awards, calculations are performed solely within the Program designation (Brazil or Global) assigned to the Seller or Affiliate by the Cartpanda Account Country of Creation, with no cross-designation aggregation. For Ranks, the same assignment applies: (i) Accounts created in Brazil: Revenue is measured in BRL against the published BRL thresholds; (ii) Accounts created outside Brazil: Revenue is measured in USD against the published USD thresholds. In all cases, each Seller or Affiliate holds a single Rank title per Rank Year, corresponding to the highest tier achieved; titles and benefits are not duplicated even if the Participant operates in multiple countries or currencies.
1.4. Participation is voluntary and free of charge. The Program is offered as a courtesy by the CARTPANDA GROUP and does not create any obligation of continuity or any vested right.
2. PROGRAM CRITERIA AND REWARDS BY TRACK
2.1. COMMON RULES FOR BOTH TRACKS (RANKS AND AWARDS)
2.1.1. Eligible Participants are Sellers or Affiliates duly registered with a Cartpanda Account and with active Stores on the Cartpanda Platform, provided that: (i) the Account is valid and verified (KYC/KYB and other requested checks); (ii) they have adhered to and comply with the Terms of Use, Policies (including the Prohibited Products Policy), and applicable agreements; (iii) they are current with payment obligations and in good standing for registration and tax purposes; and (iv) they are not suspended or under investigation for fraud, abuse, or violations of policies and applicable agreements. The CARTPANDA GROUP may request documents, conduct audits, and refuse, suspend, or exclude participation if these requirements are not met.
2.1.2. For calculation purposes, a Seller’s Revenue will be consolidated across all of its Stores, considering transactions captured and/or settled per Cartpanda’s operating criteria for the relevant period. The records of the CARTPANDA GROUP’s systems and its payment processors constitute the official source for verification and any adjustments to calculations. Cancellations and invalid transactions will be disregarded and, where applicable, refunds and chargebacks deducted, as provided herein. Consolidation follows the specifics of each track (Awards and Ranks) and each Program designation (Brazil/Global), with no cross-designation offsets. For Affiliates, calculations follow the definition of Revenue in the Definitions section and Section 3 of these Terms.
2.1.3. If a participating Seller or Affiliate presents a combined refunds and chargebacks rate equal to or exceeding 10%, the CARTPANDA GROUP may, at its sole discretion, exclude such Participant from the Program upon simple notice. In such case, the Participant will not be entitled to any reward under any track, even if the eligibility criteria described herein had already been met.
2.1.4. In cases of indications or suspicions of fraudulent behavior, harmful practices toward consumers, or transactions involving Prohibited Products under CARTPANDA GROUP Policies, the CARTPANDA GROUP may suspend and/or exclude the Seller and/or Affiliate from the Program upon simple notice and may withhold, invalidate, or revoke related rewards, even if the required levels and eligibility criteria have already been met.
2.1.5. If a Seller enjoys more favorable commercial terms for use of the Cartpanda Platform (relative to the public price tables on the official website), eligibility for Program Rewards will be at the CARTPANDA GROUP’s sole discretion, and the CARTPANDA GROUP may grant, limit, or deny such benefits while those differentiated terms remain in effect. For Affiliates, Section 3.5 applies.
2.2. AWARDS TRACK
2.2.1. Awards are premium rewards granted only once per Seller or Affiliate over the entire course of their participation in the Program, for each Revenue milestone achieved, as set forth in the public Awards Table disclosed by the CARTPANDA GROUP (see image below). Once a reward for a given milestone has been granted, the Seller or Affiliate may not receive it again in future periods, even if the same Revenue milestone is reached again in subsequent years.
2.2.1.1. Reward descriptions. The rewards in the Awards Table above may include, by way of example:
Kit: custom and exclusive Cartpanda items, such as t-shirts, bracelets, jackets, and accessories.
Office Kit: a set of branded office materials, such as pen, notebook, and other corporate-use items.
Montblanc Pen + Wallet: a premium office set, which may be replaced with equivalents of similar value and prestige.
Rimowa Classic + Blue Wheels + Tag: a premium Rimowa suitcase with custom wheels and exclusive Cartpanda tag, or an internationally equivalent item.
Panda Meeting: participation in a Cartpanda institutional event, with lodging, ground transfers (within Brazil only), and meals covered by Cartpanda.
Pandacast: invitation to attend the in-person recording of Cartpanda’s official podcast, with lodging, ground transfers (within Brazil only), and meals at the event location covered.
Panda Island: an exclusive domestic trip organized by Cartpanda, with lodging, ground transfers (within Brazil only), meals, and activities included.
Rolex or equivalent luxury item: a reference watch by Rolex or, at Cartpanda’s sole discretion, another good of equivalent value and prestige.
Note: (i) For Sellers or Affiliates with Accounts created outside Brazil, international travel costs from the Participant’s location to Brazil and to the Cartpanda event location are not included and are the Participant’s sole responsibility; and (ii) the CARTPANDA GROUP may, at its sole discretion, change, replace, or discontinue brands, models, reference values, or reward types while endeavoring, where possible, to preserve an equivalent standard of value or experience.
2.2.2. Awards are calculated exclusively within the Participant’s Program designation (Brazil or Global), as determined by the Cartpanda Account Country of Creation, with no cross-designation aggregation:
a) Brazil Program (BRL): the Revenue calculated under these Terms for Accounts created with a Brazilian address, consolidated per Participant (including, as applicable, a Seller’s consolidated Revenue from its Stores or the Affiliate’s net commissions, as per the Definitions);
b) Global Program (USD): the Revenue calculated under these Terms for Accounts created with an address outside Brazil, consolidated per Participant (including, as applicable, a Seller’s consolidated Revenue from its Stores or the Affiliate’s net commissions, as per the Definitions);
c) No offsets: there is no offset, sum, or any cross-use between BRL and USD for Awards; and
d) Exceptional currency conversion: on an exceptional basis and at the sole discretion of the CARTPANDA GROUP, Revenue accrued in other currencies may be converted to the applicable base currency (BRL for Accounts created in Brazil; USD for Accounts created outside Brazil) per operating criteria defined and disclosed by the CARTPANDA GROUP. In such case, classification will be made according to the Awards public table thresholds corresponding to the currency considered after conversion. Conversion has a substitutive, exclusive, and non-cumulative effect: converted amounts may not be used for calculations in a different currency, combined with amounts in the original currency, or generate entitlement to rewards under a different Program designation.
2.2.2.1. For Affiliates, Revenue applies as defined in Definitions, and is further subject to the specific rules in Section 3.
2.2.3. One-time rule per milestone (“once in a lifetime”). As noted above, each Revenue milestone may be achieved only once by a Participant within the Participant’s Program designation (Brazil or Global), regardless of the number of Stores or the currency of underlying transactions. Accordingly: (i) if the same Participant achieves the same milestone in two or more Stores within the same Program, the reward will be granted only once; (ii) there is no entitlement to cumulative rewards across different Programs designations, even if the Participant operates in multiple countries or earns in more than one currency; the governing Program designation is always the one defined by the Cartpanda Account Country of Creation.
2.2.4. Anti-circumvention (“strawman”). If there are indications of new Accounts, strawmen, or other tactics intended to bypass the one-time rule or multiply Rewards (e.g., the same individual/entity, beneficial owner, controller, officer, legal representative, or corporate group creating/operating additional Accounts), the CARTPANDA GROUP may, in its sole discretion and upon notice: (a) deny, withhold, invalidate, or revoke related Rewards; (b) suspend or exclude the Accounts and the Participant from the Program; (c) require the return of items/amounts improperly obtained; and (d) cease granting Rewards to such Accounts/ Participants. For verification, additional documents (KYC/KYB) may be requested and audits and cross-checks of registration, technical, and transactional information may be conducted, without prejudice to other applicable measures.
2.2.5. The CARTPANDA GROUP may, at its sole discretion and without prior notice, change, replace, or discontinue brands, models, reference values, or reward types, endeavoring, where possible, to preserve an equivalent standard of experience or reward.
2.2.6. Practical examples of the Awards Track:
Example 1 | Same Program designation, multiple Stores (no duplication): The Seller’s Account was created in Brazil. They operate 3 Stores in Brazil. Each Store separately reaches the BRL 1,000,000.00 milestone. Because all are in the Brazil Program, the “1M” milestone reward is granted only once to the Seller (regardless of in how many Stores the milestone was reached).
Example 2 | Future repetition (not allowed): The Seller reached the BRL 1,000,000.00 milestone (Brazil Program) in 2025 and received the corresponding reward. If, in 2026, the Seller again reaches BRL 1,000,000.00, there is no entitlement to a new reward for the same milestone, since each milestone can be granted only once over the entire participation.
Example 3 | Affiliate (own calculation; same Program logic): The Affiliate’s Account was created outside Brazil. Their net commissions (aggregated across all Producers to which the Affiliate is linked) reach USD 500,000.00. The Affiliate may receive the corresponding milestone reward in the Global Program per the specific rules in Section 3, without generating any entitlement to rewards in BRL.
2.3. RANKS TRACK
2.3.1. Ranks are an annual classification system for Sellers and Affiliates based on Revenue tiers reached during the calculation period. Each Rank corresponds to an institutional title conferred on the Participant by the CARTPANDA GROUP that reflects their standing and prominence within the Program.
2.3.2. Annual reset. Ranks are calculated in annual cycles corresponding to the Rank Year defined by the CARTPANDA GROUP (currently January 1 to December 31). At the end of each cycle, classifications are reset and Revenue counting restarts for the new Rank Year.
2.3.3. Participation in the Ranks is determined by the Cartpanda Account Country of Creation (see Definitions) and the rules outlined below:
(I) Accounts created in Brazil (Brazil Program): calculation in BRL, considering only the volume processed and settled via Cartpanda Pay, from BRL 0.00 upward, net of fees, refunds, and chargebacks. Amounts processed through other gateways will not be considered for Ranks.
(II) Accounts created outside Brazil (Global Program): calculation in USD, according to the corresponding thresholds in the Rank Table above.
2.3.3.1. In either case, the Participant will hold a single Rank title at any given time within the Rank Year, corresponding to the highest tier already reached in the applicable currency, according to the Cartpanda Account Country of Creation. If the Participant progresses within the Rank Year (e.g., from Gold to Platinum), the current title will be updated to the highest one, with the corresponding benefits, always on a non-cumulative basis.
2.3.4. Institutional benefits. Rank titles may grant institutional benefits determined by the CARTPANDA GROUP, such as commemorative plaques and participation in exclusive trips:
Gold, Platinum, and Diamond: entitlement to a commemorative plaque for the title.
Titanium: entitlement to a plaque and participation in an institutional trip (airfare not covered; travel costs borne by the Seller).
Legacy: entitlement to a plaque and participation in the same trip as the Titanium group, but with business-class airfare covered by Cartpanda.
Conqueror: entitlement to a plaque and participation in a distinct, all-inclusive trip, with business-class airfare, lodging, and other expenses included.
Note: The Plaques are physical, custom, and exclusive items delivered by the CARTPANDA GROUP as a form of institutional recognition and proof of the tier achieved in the Program. They reflect the Participant’s progression in the Ranks modality and have no commercial value, but are part of the institutional benefits tied to the respective title.
2.3.5. One-title rule. The Participant may hold only one current Rank title at a time within the Rank Year, which will always correspond to the highest Revenue tier reached up to that moment. On an exceptional basis and at the sole discretion of the CARTPANDA GROUP, Revenue accrued in other currencies may be converted to the applicable base currency (BRL for Accounts created in Brazil; USD for Accounts created outside Brazil), per operating criteria defined and disclosed by the CARTPANDA GROUP. In such case, classification will follow the thresholds in the Ranks public table corresponding to the currency considered after conversion. For clarity, titles are progressive within the Rank Year (Gold, Platinum, Diamond, etc.), but always single and non-cumulative: upon reaching a new tier, the current title becomes the highest one, replacing the previous title.
2.3.5.1. There will be no duplication of titles or institutional benefits, even if the Participant has operations in different countries or in more than one currency. Targets will follow the specific thresholds in the public Ranks table, in BRL or USD, as applicable.
2.3.6. Practical examples of the Ranks Track:
Example 1 | Stores in different currencies (no duplication): A Participant with an Account created in Brazil reaches, during the Rank Year, BRL 32,000,000.00 in Revenue, which earns the Titanium title. To get there, the Participant had already surpassed the Gold, Platinum, and Diamond BRL tiers, receiving the corresponding progression plaques. Later in the same Rank Year, the same Participant has Stores that bill in USD and total USD 4,800,000.00 (which would correspond to Diamond under the Global table). However, because the Account Country of Creation is Brazil, only the BRL thresholds count for Ranks. Final entitlement: the Participant remains Titanium, with 1 Titanium plaque and the trip participation (without airfare), and does not receive a new title or benefits for the USD Diamond.
Example 2 | Annual reset: A Seller reaches the Legacy title in 2025. At the start of 2026, the classification is reset and the Seller competes again for Ranks based on Revenue accumulated in the new Rank Year.
Example 3 | Currency conversion (exceptional; no duplication): A Participant with an Account created in Brazil (Brazil Program) reaches BRL 25,000,000.00 in BRL during the Rank Year and also has Stores that bill USD 1,000,000.00. At the sole discretion of the CARTPANDA GROUP, that USD amount may be converted to BRL and added to the BRL Revenue already accrued under the Brazil Program. If, with such conversion, the Participant reaches BRL 30,000,000.00, they will be classified as Titanium. Final entitlement: the Participant receives one Titanium title, with one plaque and one set of corresponding benefits, with no duplication for the same USD amount considered via conversion.
Example 4 | Maximum title achieved (no repetition of benefits): A Participant with an Account created in Brazil reaches BRL 100,000,000.00 in July 2025, achieving the Conqueror title. To get there, the Participant had already surpassed the Gold, Platinum, Diamond, Titanium, and Legacy tiers, receiving the respective plaques and benefits during the same Rank Year. Later in 2025, the Participant continues to bill and again surpasses values corresponding to Titanium and Legacy titles. However, since those titles were already achieved in the progression leading to Conqueror, there is no right to repeat plaques, trips, or any benefits. That is, titles and benefits are not repeated within the same Rank Year.
3. AFFILIATE PARTICIPATION
3.1. On the Cartpanda Platform, Affiliates act as marketing or resale partners, promoting Producers’ products through digital campaigns or other authorized channels. Affiliate compensation consists of commissions under the following models: (i) CPA (Cost per Action): a flat amount per qualified sale or completed action; and (ii) RevShare (Revenue Share): a percentage of the net sale value attributable to the Affiliate’s referrals.
3.2. Eligibility. Affiliates may participate in the Cartpanda Recognition and Incentives Program provided they satisfy the general rules in Section 2 and the specific criteria in this Section 3. In the event of conflict or divergence, the specific provisions of this Section 3 prevail over other definitions or rules in these Terms.
3.3. Affiliate Program linkage. The Affiliate will be linked exclusively to either the Brazil Program or the Global Program, according to the Cartpanda Account Country of Creation, with no possibility of simultaneous participation in both.
3.4. Calculation base. For Program participation, an Affiliate’s Revenue corresponds to the total net commissions (CPA and/or RevShare) actually received and settled, consolidated across all Producers to which the Affiliate is linked, net of refunds, reversals, fees, and chargebacks, as applicable. Thus, an Affiliate’s Revenue is independent and is not aggregated with a Seller’s Revenue, and is calculated solely on the Affiliate’s own net commissions.
3.5. Producer-linked commercial conditions. Without prejudice to an Affiliate’s independent Revenue, the CARTPANDA GROUP may, at its sole discretion, condition, adjust, or deny rewards to an Affiliate when the Producer associated with the orders generating the commissions enjoys differentiated commercial terms. In such event, the Affiliate’s eligibility may be aligned with the respective Producer’s conditions, pursuant to Section 2.1.5 of these Terms.
4. TERM
4.1. The Program commences on September 10, 2025 and will continue for an indefinite term.
4.2. The CARTPANDA GROUP may, at its sole discretion, amend, suspend, or terminate the Program upon prior notice to Sellers and Affiliates through its official channels, without creating vested rights, while honoring rewards already validated as of the date of the change, suspension, or termination, subject to the exceptions set forth herein. “Rewards already validated” means those whose achievement has been calculated and confirmed in the CARTPANDA GROUP systems and for which a formal eligibility notice has been sent to the Participant. Such rewards will be honored under the terms in effect at the time of validation, subject to cases of fraud, abuse, anti-circumvention, irregularity, or exclusion as provided in these Terms (including rules on refunds/chargebacks and compliance).
5. MISCELLANEOUS
5.1. Participation in the Program constitutes the participating Sellers’ and Affiliates’ full acceptance and acknowledgment of all terms set forth in these Terms.
5.2. Sellers and Affiliates hereby authorize the CARTPANDA GROUP, for an indefinite period, to use their names, voices, and images of their representatives and personnel, free of charge, to promote the Program and its results, in any media and throughout Brazil.
5.3. Any doubts, divergences, or matters not addressed in these Terms will be resolved at the sole discretion of the CARTPANDA GROUP.
5.4. These Terms are available on the CARTPANDA GROUP’s website and other institutional channels and media used by the CARTPANDA GROUP to publicize the Program.
5.5. The CARTPANDA GROUP reserves the right, at any time, to amend, suspend, or terminate the Program, including, without limitation, for reasons of force majeure, acts of God, or any external interference, upon notice to participating Sellers and Affiliates via its communication channels.
5.6. If a Seller and/or Affiliate has already participated in the Pandacast podcast for any prior reason, the reward comprising such participation will be deemed fulfilled, and no new grant will be made on the same basis.
5.7. The Program is instituted, as a mere courtesy, by the CARTPANDA GROUP for the benefit of all those who duly satisfy the requirements set forth in these Terms.
5.7.1. All rewards offered under this Program—whether physical items, trips, or vehicles—are limited to one unit per Seller and/or Affiliate, as well as one guest representing such Seller and/or Affiliate per experience (for example, in rewards involving trips). However, the CARTPANDA GROUP may, at its sole discretion and in exceptional cases, authorize more than one person per experience or the shipment of more than one item to the Seller and/or Affiliate, considering logistical and operational availability and the Program’s convenience, and may also charge additional amounts for such increase, provided such amounts are informed in advance and accepted by the Participant. Such possibility does not constitute a vested right but rather a courtesy granted under these Terms.
5.8. Failure by the CARTPANDA GROUP to exercise any of its rights will not constitute a waiver or novation, nor prejudice the exercise of the same rights at other times or in similar situations.
5.9. In the event of fraud or attempted fraud, the participating Seller and/or Affiliate will be automatically excluded from the Program upon simple notice, and related rewards may be withheld, invalidated, or revoked.
5.10. The CARTPANDA GROUP will not, under any circumstances, be liable for any damages, losses, or harm of a direct, indirect, incidental, consequential, moral, material, property, contractual, extra-contractual, bodily, or health-related nature arising directly or indirectly from participation in the Program, including, without limitation: (i) personal accidents, illness, injuries, or any occurrences during trips, travel, or events related to the Program; (ii) technical unavailability, system failures, communication or connectivity issues; (iii) acts or omissions of third parties, partners, or service providers involved in the performance of benefits or rewards; and (iv) acts of God or force majeure.
5.10.1. Participation in the Program implies awareness and agreement that benefits and rewards are granted on a free and promotional basis, creating no consumer relationship or indemnity obligation by the CARTPANDA GROUP, except where applicable law expressly imposes non-waivable responsibility.
5.10.2. Participants are responsible for all travel documentation, visas, insurance, and the payment of taxes, fees, and expenses not expressly covered by these Terms.
5.11. The Participant must provide the requested delivery information within 30 days of the eligibility notice. For rewards involving trips, scheduling must occur within the timeframe provided by the CARTPANDA GROUP, counted from the date of the invitation; failure to confirm within the period or failure to appear on the scheduled date will result in non-refundable forfeiture of the reward.
5.12. Rewards under these Terms are personal and non-transferable and may not be converted into cash or other goods/services, except as a courtesy at the CARTPANDA GROUP’s discretion.
5.13. The Program replaces any and all prior programs with the same purpose and does not qualify as a game of chance or competition, and therefore is not subject to prior authorization by Brazil’s Ministry of Finance, as set forth in Article 1 of Law No. 5,768/71.
5.14.Governing Forum and Venue. The parties irrevocably submit to the exclusive jurisdiction and venue of the courts of São Paulo, State of São Paulo, Brazil, for any claim arising out of or relating to these Terms, except where exclusive jurisdiction is mandated by law.
CARTPANDA TECNOLOGIA DE SOFTWARE LTDA, CNPJ No. 46.698.364/0001-98, with its principal place of business at Avenida Brigadeiro Faria Lima, No. 2.369, 11th floor, Suite No. 1.102, Jardim Paulistano, São Paulo/SP, CEP 01452-922, hereinafter referred to as “CARTPANDA”;
CARTPANDA TECNOLOGIA DE PAGAMENTOS LTDA, CNPJ No. 26.224.823/0001-94, with its principal place of business at Avenida Francisco Monteiro, No. 1.206, 3rd Floor, Room No. 306, Santana, Ribeirão Pires/SP, CEP 09406-300, hereinafter referred to as “CARTPANDA PAY”;
CARTPANDA INC., a company organized under the laws of Delaware, with its principal place of business at 555 Republic Dr, Plano, Texas, 75074, hereinafter referred to as “CARTPANDA USA”.
Collectively referred to as the “CARTPANDA GROUP,” the above-identified companies hereby institute these Cartpanda Recognition & Incentives Program Terms (“Terms”), which govern participation by Sellers and Affiliates and the rewards granted under the Cartpanda Recognition and Incentives Program (“Cartpanda Program” or simply the “Program”).
DEFINITIONS:
The following definitions apply to these Terms:
Affiliate(s): An individual or legal entity acting as a marketing or resale partner, promoting products of Sellers (also referred to as “Producers” in the context of Affiliates) on the Cartpanda Platform in exchange for commissions calculated under models such as CPA (flat amount) or RevShare (percentage of sales).
Brazil Program: The Program designation for any Seller or Affiliate whose Cartpanda Account was created with an address in Brazil. This assignment remains fixed for Program classification.
Cartpanda Account: The primary registration of a Seller or Affiliate with the CARTPANDA GROUP.
Cartpanda Account Country of Creation: The country and address provided and verified at the time of the Seller’s or Affiliate’s initial registration on the Cartpanda Platform. This criterion definitively assigns the participant’s Program designation (Brazil or Global) and remains fixed for Program classification, regardless of the nationality of the account holder or its representatives, the location of linked Stores, or any subsequent changes to registration information.
Co-Producer (or Coproducer): A Seller who, in addition to potentially operating its own Stores, receives a share/commission for creating, co-producing, and/or marketing products together with another Seller (the “Producer”). For purposes of these Terms, a Co-Producer is treated as a Seller.
Global Program: The Program designation for any Seller or Affiliate whose Cartpanda Account was created with an address outside Brazil. Nationality, the location of linked Stores, and any subsequent registration updates do not change this assignment (it remains fixed for Program classification).
Participant: For purposes of these Terms, the term means any eligible Seller or Affiliate participating in the Program.
Producer(s): A Seller whose products or services are promoted by Affiliates on the Cartpanda Platform.
Rank Year: The 12-month period designated by the CARTPANDA GROUP, currently the calendar year (January 1 through December 31), after which all Rank classifications reset.
Revenue: A - For Sellers: solely for purposes of the Program: (i) Under the Brazil Program, for the first BRL 250,000.00 in sales, Revenue equals the gross amount of completed sales on the Cartpanda Platform, regardless of the payment gateway used; for sales exceeding BRL 250,000.00, Revenue shall be the net amount processed and settled through Cartpanda Pay, after deduction of fees, refunds, and chargebacks; (ii) Under the Global Program, Revenue is always the net amount of completed sales - after fees, refunds, and chargebacks - starting from USD 0.00. The Cartpanda Group may revise the threshold amounts from time to time by posting an updated version of these Terms. B - For Affiliates: For Program purposes, Revenue means the Affiliate’s total net commissions, aggregated across all linked Producers, whether paid on a CPA (flat amount) or RevShare (percentage) basis, after refunds, reversals, fees, and chargebacks. The base currency is BRL or USD as determined by the Affiliate’s Cartpanda Account Country of Creation; amounts in other currencies may be converted to the base currency under the CARTPANDA GROUP’s operating criteria in effect on the calculation date.
Seller: The individual or legal entity that owns the Cartpanda Account as reflected in the CARTPANDA GROUP’s systems, responsible for the Stores linked to that Account and for the Revenue from sales made through those Stores. The Seller is the primary participant in this Program, regardless of the number of Stores operated. A Seller is uniquely identified, as applicable, by taxpayer ID, passport, driver’s license, or another official identifier or business registration accepted at the CARTPANDA GROUP’s discretion.
Store(s): Store Slugs associated with the Seller and enabled to operate on the Cartpanda Platform. For Program purposes, the Seller’s Revenue is aggregated across all of its Stores.
1. PROGRAM OVERVIEW AND SCOPE
1.1. These Terms govern participation by Sellers and Affiliates in the CARTPANDA GROUP’s Cartpanda Recognition & Incentives Program (the “Program”), and set out its tracks, calculation rules, forms of recognition, and the conditions under which Rewards are granted.
1.2. The Program comprises two complementary tracks:
a) Ranks: An annual classification for Sellers and Affiliates based on Revenue tiers, with the assignment of titles and institutional benefits; and
b) Awards: One-time premium Rewards granted once per Seller or Affiliate upon reaching specified Revenue milestones.
1.3. Territorial scope and currency. For Awards, calculations are performed solely within the Program designation (Brazil or Global) assigned to the Seller or Affiliate by the Cartpanda Account Country of Creation, with no cross-designation aggregation. For Ranks, the same assignment applies: (i) Accounts created in Brazil: Revenue is measured in BRL against the published BRL thresholds; (ii) Accounts created outside Brazil: Revenue is measured in USD against the published USD thresholds. In all cases, each Seller or Affiliate holds a single Rank title per Rank Year, corresponding to the highest tier achieved; titles and benefits are not duplicated even if the Participant operates in multiple countries or currencies.
1.4. Participation is voluntary and free of charge. The Program is offered as a courtesy by the CARTPANDA GROUP and does not create any obligation of continuity or any vested right.
2. PROGRAM CRITERIA AND REWARDS BY TRACK
2.1. COMMON RULES FOR BOTH TRACKS (RANKS AND AWARDS)
2.1.1. Eligible Participants are Sellers or Affiliates duly registered with a Cartpanda Account and with active Stores on the Cartpanda Platform, provided that: (i) the Account is valid and verified (KYC/KYB and other requested checks); (ii) they have adhered to and comply with the Terms of Use, Policies (including the Prohibited Products Policy), and applicable agreements; (iii) they are current with payment obligations and in good standing for registration and tax purposes; and (iv) they are not suspended or under investigation for fraud, abuse, or violations of policies and applicable agreements. The CARTPANDA GROUP may request documents, conduct audits, and refuse, suspend, or exclude participation if these requirements are not met.
2.1.2. For calculation purposes, a Seller’s Revenue will be consolidated across all of its Stores, considering transactions captured and/or settled per Cartpanda’s operating criteria for the relevant period. The records of the CARTPANDA GROUP’s systems and its payment processors constitute the official source for verification and any adjustments to calculations. Cancellations and invalid transactions will be disregarded and, where applicable, refunds and chargebacks deducted, as provided herein. Consolidation follows the specifics of each track (Awards and Ranks) and each Program designation (Brazil/Global), with no cross-designation offsets. For Affiliates, calculations follow the definition of Revenue in the Definitions section and Section 3 of these Terms.
2.1.3. If a participating Seller or Affiliate presents a combined refunds and chargebacks rate equal to or exceeding 10%, the CARTPANDA GROUP may, at its sole discretion, exclude such Participant from the Program upon simple notice. In such case, the Participant will not be entitled to any reward under any track, even if the eligibility criteria described herein had already been met.
2.1.4. In cases of indications or suspicions of fraudulent behavior, harmful practices toward consumers, or transactions involving Prohibited Products under CARTPANDA GROUP Policies, the CARTPANDA GROUP may suspend and/or exclude the Seller and/or Affiliate from the Program upon simple notice and may withhold, invalidate, or revoke related rewards, even if the required levels and eligibility criteria have already been met.
2.1.5. If a Seller enjoys more favorable commercial terms for use of the Cartpanda Platform (relative to the public price tables on the official website), eligibility for Program Rewards will be at the CARTPANDA GROUP’s sole discretion, and the CARTPANDA GROUP may grant, limit, or deny such benefits while those differentiated terms remain in effect. For Affiliates, Section 3.5 applies.
2.2. AWARDS TRACK
2.2.1. Awards are premium rewards granted only once per Seller or Affiliate over the entire course of their participation in the Program, for each Revenue milestone achieved, as set forth in the public Awards Table disclosed by the CARTPANDA GROUP (see image below). Once a reward for a given milestone has been granted, the Seller or Affiliate may not receive it again in future periods, even if the same Revenue milestone is reached again in subsequent years.
2.2.1.1. Reward descriptions. The rewards in the Awards Table above may include, by way of example:
Kit: custom and exclusive Cartpanda items, such as t-shirts, bracelets, jackets, and accessories.
Office Kit: a set of branded office materials, such as pen, notebook, and other corporate-use items.
Montblanc Pen + Wallet: a premium office set, which may be replaced with equivalents of similar value and prestige.
Rimowa Classic + Blue Wheels + Tag: a premium Rimowa suitcase with custom wheels and exclusive Cartpanda tag, or an internationally equivalent item.
Panda Meeting: participation in a Cartpanda institutional event, with lodging, ground transfers (within Brazil only), and meals covered by Cartpanda.
Pandacast: invitation to attend the in-person recording of Cartpanda’s official podcast, with lodging, ground transfers (within Brazil only), and meals at the event location covered.
Panda Island: an exclusive domestic trip organized by Cartpanda, with lodging, ground transfers (within Brazil only), meals, and activities included.
Rolex or equivalent luxury item: a reference watch by Rolex or, at Cartpanda’s sole discretion, another good of equivalent value and prestige.
Note: (i) For Sellers or Affiliates with Accounts created outside Brazil, international travel costs from the Participant’s location to Brazil and to the Cartpanda event location are not included and are the Participant’s sole responsibility; and (ii) the CARTPANDA GROUP may, at its sole discretion, change, replace, or discontinue brands, models, reference values, or reward types while endeavoring, where possible, to preserve an equivalent standard of value or experience.
2.2.2. Awards are calculated exclusively within the Participant’s Program designation (Brazil or Global), as determined by the Cartpanda Account Country of Creation, with no cross-designation aggregation:
a) Brazil Program (BRL): the Revenue calculated under these Terms for Accounts created with a Brazilian address, consolidated per Participant (including, as applicable, a Seller’s consolidated Revenue from its Stores or the Affiliate’s net commissions, as per the Definitions);
b) Global Program (USD): the Revenue calculated under these Terms for Accounts created with an address outside Brazil, consolidated per Participant (including, as applicable, a Seller’s consolidated Revenue from its Stores or the Affiliate’s net commissions, as per the Definitions);
c) No offsets: there is no offset, sum, or any cross-use between BRL and USD for Awards; and
d) Exceptional currency conversion: on an exceptional basis and at the sole discretion of the CARTPANDA GROUP, Revenue accrued in other currencies may be converted to the applicable base currency (BRL for Accounts created in Brazil; USD for Accounts created outside Brazil) per operating criteria defined and disclosed by the CARTPANDA GROUP. In such case, classification will be made according to the Awards public table thresholds corresponding to the currency considered after conversion. Conversion has a substitutive, exclusive, and non-cumulative effect: converted amounts may not be used for calculations in a different currency, combined with amounts in the original currency, or generate entitlement to rewards under a different Program designation.
2.2.2.1. For Affiliates, Revenue applies as defined in Definitions, and is further subject to the specific rules in Section 3.
2.2.3. One-time rule per milestone (“once in a lifetime”). As noted above, each Revenue milestone may be achieved only once by a Participant within the Participant’s Program designation (Brazil or Global), regardless of the number of Stores or the currency of underlying transactions. Accordingly: (i) if the same Participant achieves the same milestone in two or more Stores within the same Program, the reward will be granted only once; (ii) there is no entitlement to cumulative rewards across different Programs designations, even if the Participant operates in multiple countries or earns in more than one currency; the governing Program designation is always the one defined by the Cartpanda Account Country of Creation.
2.2.4. Anti-circumvention (“strawman”). If there are indications of new Accounts, strawmen, or other tactics intended to bypass the one-time rule or multiply Rewards (e.g., the same individual/entity, beneficial owner, controller, officer, legal representative, or corporate group creating/operating additional Accounts), the CARTPANDA GROUP may, in its sole discretion and upon notice: (a) deny, withhold, invalidate, or revoke related Rewards; (b) suspend or exclude the Accounts and the Participant from the Program; (c) require the return of items/amounts improperly obtained; and (d) cease granting Rewards to such Accounts/ Participants. For verification, additional documents (KYC/KYB) may be requested and audits and cross-checks of registration, technical, and transactional information may be conducted, without prejudice to other applicable measures.
2.2.5. The CARTPANDA GROUP may, at its sole discretion and without prior notice, change, replace, or discontinue brands, models, reference values, or reward types, endeavoring, where possible, to preserve an equivalent standard of experience or reward.
2.2.6. Practical examples of the Awards Track:
Example 1 | Same Program designation, multiple Stores (no duplication): The Seller’s Account was created in Brazil. They operate 3 Stores in Brazil. Each Store separately reaches the BRL 1,000,000.00 milestone. Because all are in the Brazil Program, the “1M” milestone reward is granted only once to the Seller (regardless of in how many Stores the milestone was reached).
Example 2 | Future repetition (not allowed): The Seller reached the BRL 1,000,000.00 milestone (Brazil Program) in 2025 and received the corresponding reward. If, in 2026, the Seller again reaches BRL 1,000,000.00, there is no entitlement to a new reward for the same milestone, since each milestone can be granted only once over the entire participation.
Example 3 | Affiliate (own calculation; same Program logic): The Affiliate’s Account was created outside Brazil. Their net commissions (aggregated across all Producers to which the Affiliate is linked) reach USD 500,000.00. The Affiliate may receive the corresponding milestone reward in the Global Program per the specific rules in Section 3, without generating any entitlement to rewards in BRL.
2.3. RANKS TRACK
2.3.1. Ranks are an annual classification system for Sellers and Affiliates based on Revenue tiers reached during the calculation period. Each Rank corresponds to an institutional title conferred on the Participant by the CARTPANDA GROUP that reflects their standing and prominence within the Program.
2.3.2. Annual reset. Ranks are calculated in annual cycles corresponding to the Rank Year defined by the CARTPANDA GROUP (currently January 1 to December 31). At the end of each cycle, classifications are reset and Revenue counting restarts for the new Rank Year.
2.3.3. Participation in the Ranks is determined by the Cartpanda Account Country of Creation (see Definitions) and the rules outlined below:
(I) Accounts created in Brazil (Brazil Program): calculation in BRL, considering only the volume processed and settled via Cartpanda Pay, from BRL 0.00 upward, net of fees, refunds, and chargebacks. Amounts processed through other gateways will not be considered for Ranks.
(II) Accounts created outside Brazil (Global Program): calculation in USD, according to the corresponding thresholds in the Rank Table above.
2.3.3.1. In either case, the Participant will hold a single Rank title at any given time within the Rank Year, corresponding to the highest tier already reached in the applicable currency, according to the Cartpanda Account Country of Creation. If the Participant progresses within the Rank Year (e.g., from Gold to Platinum), the current title will be updated to the highest one, with the corresponding benefits, always on a non-cumulative basis.
2.3.4. Institutional benefits. Rank titles may grant institutional benefits determined by the CARTPANDA GROUP, such as commemorative plaques and participation in exclusive trips:
Gold, Platinum, and Diamond: entitlement to a commemorative plaque for the title.
Titanium: entitlement to a plaque and participation in an institutional trip (airfare not covered; travel costs borne by the Seller).
Legacy: entitlement to a plaque and participation in the same trip as the Titanium group, but with business-class airfare covered by Cartpanda.
Conqueror: entitlement to a plaque and participation in a distinct, all-inclusive trip, with business-class airfare, lodging, and other expenses included.
Note: The Plaques are physical, custom, and exclusive items delivered by the CARTPANDA GROUP as a form of institutional recognition and proof of the tier achieved in the Program. They reflect the Participant’s progression in the Ranks modality and have no commercial value, but are part of the institutional benefits tied to the respective title.
2.3.5. One-title rule. The Participant may hold only one current Rank title at a time within the Rank Year, which will always correspond to the highest Revenue tier reached up to that moment. On an exceptional basis and at the sole discretion of the CARTPANDA GROUP, Revenue accrued in other currencies may be converted to the applicable base currency (BRL for Accounts created in Brazil; USD for Accounts created outside Brazil), per operating criteria defined and disclosed by the CARTPANDA GROUP. In such case, classification will follow the thresholds in the Ranks public table corresponding to the currency considered after conversion. For clarity, titles are progressive within the Rank Year (Gold, Platinum, Diamond, etc.), but always single and non-cumulative: upon reaching a new tier, the current title becomes the highest one, replacing the previous title.
2.3.5.1. There will be no duplication of titles or institutional benefits, even if the Participant has operations in different countries or in more than one currency. Targets will follow the specific thresholds in the public Ranks table, in BRL or USD, as applicable.
2.3.6. Practical examples of the Ranks Track:
Example 1 | Stores in different currencies (no duplication): A Participant with an Account created in Brazil reaches, during the Rank Year, BRL 32,000,000.00 in Revenue, which earns the Titanium title. To get there, the Participant had already surpassed the Gold, Platinum, and Diamond BRL tiers, receiving the corresponding progression plaques. Later in the same Rank Year, the same Participant has Stores that bill in USD and total USD 4,800,000.00 (which would correspond to Diamond under the Global table). However, because the Account Country of Creation is Brazil, only the BRL thresholds count for Ranks. Final entitlement: the Participant remains Titanium, with 1 Titanium plaque and the trip participation (without airfare), and does not receive a new title or benefits for the USD Diamond.
Example 2 | Annual reset: A Seller reaches the Legacy title in 2025. At the start of 2026, the classification is reset and the Seller competes again for Ranks based on Revenue accumulated in the new Rank Year.
Example 3 | Currency conversion (exceptional; no duplication): A Participant with an Account created in Brazil (Brazil Program) reaches BRL 25,000,000.00 in BRL during the Rank Year and also has Stores that bill USD 1,000,000.00. At the sole discretion of the CARTPANDA GROUP, that USD amount may be converted to BRL and added to the BRL Revenue already accrued under the Brazil Program. If, with such conversion, the Participant reaches BRL 30,000,000.00, they will be classified as Titanium. Final entitlement: the Participant receives one Titanium title, with one plaque and one set of corresponding benefits, with no duplication for the same USD amount considered via conversion.
Example 4 | Maximum title achieved (no repetition of benefits): A Participant with an Account created in Brazil reaches BRL 100,000,000.00 in July 2025, achieving the Conqueror title. To get there, the Participant had already surpassed the Gold, Platinum, Diamond, Titanium, and Legacy tiers, receiving the respective plaques and benefits during the same Rank Year. Later in 2025, the Participant continues to bill and again surpasses values corresponding to Titanium and Legacy titles. However, since those titles were already achieved in the progression leading to Conqueror, there is no right to repeat plaques, trips, or any benefits. That is, titles and benefits are not repeated within the same Rank Year.
3. AFFILIATE PARTICIPATION
3.1. On the Cartpanda Platform, Affiliates act as marketing or resale partners, promoting Producers’ products through digital campaigns or other authorized channels. Affiliate compensation consists of commissions under the following models: (i) CPA (Cost per Action): a flat amount per qualified sale or completed action; and (ii) RevShare (Revenue Share): a percentage of the net sale value attributable to the Affiliate’s referrals.
3.2. Eligibility. Affiliates may participate in the Cartpanda Recognition and Incentives Program provided they satisfy the general rules in Section 2 and the specific criteria in this Section 3. In the event of conflict or divergence, the specific provisions of this Section 3 prevail over other definitions or rules in these Terms.
3.3. Affiliate Program linkage. The Affiliate will be linked exclusively to either the Brazil Program or the Global Program, according to the Cartpanda Account Country of Creation, with no possibility of simultaneous participation in both.
3.4. Calculation base. For Program participation, an Affiliate’s Revenue corresponds to the total net commissions (CPA and/or RevShare) actually received and settled, consolidated across all Producers to which the Affiliate is linked, net of refunds, reversals, fees, and chargebacks, as applicable. Thus, an Affiliate’s Revenue is independent and is not aggregated with a Seller’s Revenue, and is calculated solely on the Affiliate’s own net commissions.
3.5. Producer-linked commercial conditions. Without prejudice to an Affiliate’s independent Revenue, the CARTPANDA GROUP may, at its sole discretion, condition, adjust, or deny rewards to an Affiliate when the Producer associated with the orders generating the commissions enjoys differentiated commercial terms. In such event, the Affiliate’s eligibility may be aligned with the respective Producer’s conditions, pursuant to Section 2.1.5 of these Terms.
4. TERM
4.1. The Program commences on September 10, 2025 and will continue for an indefinite term.
4.2. The CARTPANDA GROUP may, at its sole discretion, amend, suspend, or terminate the Program upon prior notice to Sellers and Affiliates through its official channels, without creating vested rights, while honoring rewards already validated as of the date of the change, suspension, or termination, subject to the exceptions set forth herein. “Rewards already validated” means those whose achievement has been calculated and confirmed in the CARTPANDA GROUP systems and for which a formal eligibility notice has been sent to the Participant. Such rewards will be honored under the terms in effect at the time of validation, subject to cases of fraud, abuse, anti-circumvention, irregularity, or exclusion as provided in these Terms (including rules on refunds/chargebacks and compliance).
5. MISCELLANEOUS
5.1. Participation in the Program constitutes the participating Sellers’ and Affiliates’ full acceptance and acknowledgment of all terms set forth in these Terms.
5.2. Sellers and Affiliates hereby authorize the CARTPANDA GROUP, for an indefinite period, to use their names, voices, and images of their representatives and personnel, free of charge, to promote the Program and its results, in any media and throughout Brazil.
5.3. Any doubts, divergences, or matters not addressed in these Terms will be resolved at the sole discretion of the CARTPANDA GROUP.
5.4. These Terms are available on the CARTPANDA GROUP’s website and other institutional channels and media used by the CARTPANDA GROUP to publicize the Program.
5.5. The CARTPANDA GROUP reserves the right, at any time, to amend, suspend, or terminate the Program, including, without limitation, for reasons of force majeure, acts of God, or any external interference, upon notice to participating Sellers and Affiliates via its communication channels.
5.6. If a Seller and/or Affiliate has already participated in the Pandacast podcast for any prior reason, the reward comprising such participation will be deemed fulfilled, and no new grant will be made on the same basis.
5.7. The Program is instituted, as a mere courtesy, by the CARTPANDA GROUP for the benefit of all those who duly satisfy the requirements set forth in these Terms.
5.7.1. All rewards offered under this Program—whether physical items, trips, or vehicles—are limited to one unit per Seller and/or Affiliate, as well as one guest representing such Seller and/or Affiliate per experience (for example, in rewards involving trips). However, the CARTPANDA GROUP may, at its sole discretion and in exceptional cases, authorize more than one person per experience or the shipment of more than one item to the Seller and/or Affiliate, considering logistical and operational availability and the Program’s convenience, and may also charge additional amounts for such increase, provided such amounts are informed in advance and accepted by the Participant. Such possibility does not constitute a vested right but rather a courtesy granted under these Terms.
5.8. Failure by the CARTPANDA GROUP to exercise any of its rights will not constitute a waiver or novation, nor prejudice the exercise of the same rights at other times or in similar situations.
5.9. In the event of fraud or attempted fraud, the participating Seller and/or Affiliate will be automatically excluded from the Program upon simple notice, and related rewards may be withheld, invalidated, or revoked.
5.10. The CARTPANDA GROUP will not, under any circumstances, be liable for any damages, losses, or harm of a direct, indirect, incidental, consequential, moral, material, property, contractual, extra-contractual, bodily, or health-related nature arising directly or indirectly from participation in the Program, including, without limitation: (i) personal accidents, illness, injuries, or any occurrences during trips, travel, or events related to the Program; (ii) technical unavailability, system failures, communication or connectivity issues; (iii) acts or omissions of third parties, partners, or service providers involved in the performance of benefits or rewards; and (iv) acts of God or force majeure.
5.10.1. Participation in the Program implies awareness and agreement that benefits and rewards are granted on a free and promotional basis, creating no consumer relationship or indemnity obligation by the CARTPANDA GROUP, except where applicable law expressly imposes non-waivable responsibility.
5.10.2. Participants are responsible for all travel documentation, visas, insurance, and the payment of taxes, fees, and expenses not expressly covered by these Terms.
5.11. The Participant must provide the requested delivery information within 30 days of the eligibility notice. For rewards involving trips, scheduling must occur within the timeframe provided by the CARTPANDA GROUP, counted from the date of the invitation; failure to confirm within the period or failure to appear on the scheduled date will result in non-refundable forfeiture of the reward.
5.12. Rewards under these Terms are personal and non-transferable and may not be converted into cash or other goods/services, except as a courtesy at the CARTPANDA GROUP’s discretion.
5.13. The Program replaces any and all prior programs with the same purpose and does not qualify as a game of chance or competition, and therefore is not subject to prior authorization by Brazil’s Ministry of Finance, as set forth in Article 1 of Law No. 5,768/71.
5.14.Governing Forum and Venue. The parties irrevocably submit to the exclusive jurisdiction and venue of the courts of São Paulo, State of São Paulo, Brazil, for any claim arising out of or relating to these Terms, except where exclusive jurisdiction is mandated by law.
CARTPANDA TECNOLOGIA DE SOFTWARE LTDA, CNPJ No. 46.698.364/0001-98, with its principal place of business at Avenida Brigadeiro Faria Lima, No. 2.369, 11th floor, Suite No. 1.102, Jardim Paulistano, São Paulo/SP, CEP 01452-922, hereinafter referred to as “CARTPANDA”;
CARTPANDA TECNOLOGIA DE PAGAMENTOS LTDA, CNPJ No. 26.224.823/0001-94, with its principal place of business at Avenida Francisco Monteiro, No. 1.206, 3rd Floor, Room No. 306, Santana, Ribeirão Pires/SP, CEP 09406-300, hereinafter referred to as “CARTPANDA PAY”;
CARTPANDA INC., a company organized under the laws of Delaware, with its principal place of business at 555 Republic Dr, Plano, Texas, 75074, hereinafter referred to as “CARTPANDA USA”.
Collectively referred to as the “CARTPANDA GROUP,” the above-identified companies hereby institute these Cartpanda Recognition & Incentives Program Terms (“Terms”), which govern participation by Sellers and Affiliates and the rewards granted under the Cartpanda Recognition and Incentives Program (“Cartpanda Program” or simply the “Program”).
DEFINITIONS:
The following definitions apply to these Terms:
Affiliate(s): An individual or legal entity acting as a marketing or resale partner, promoting products of Sellers (also referred to as “Producers” in the context of Affiliates) on the Cartpanda Platform in exchange for commissions calculated under models such as CPA (flat amount) or RevShare (percentage of sales).
Brazil Program: The Program designation for any Seller or Affiliate whose Cartpanda Account was created with an address in Brazil. This assignment remains fixed for Program classification.
Cartpanda Account: The primary registration of a Seller or Affiliate with the CARTPANDA GROUP.
Cartpanda Account Country of Creation: The country and address provided and verified at the time of the Seller’s or Affiliate’s initial registration on the Cartpanda Platform. This criterion definitively assigns the participant’s Program designation (Brazil or Global) and remains fixed for Program classification, regardless of the nationality of the account holder or its representatives, the location of linked Stores, or any subsequent changes to registration information.
Co-Producer (or Coproducer): A Seller who, in addition to potentially operating its own Stores, receives a share/commission for creating, co-producing, and/or marketing products together with another Seller (the “Producer”). For purposes of these Terms, a Co-Producer is treated as a Seller.
Global Program: The Program designation for any Seller or Affiliate whose Cartpanda Account was created with an address outside Brazil. Nationality, the location of linked Stores, and any subsequent registration updates do not change this assignment (it remains fixed for Program classification).
Participant: For purposes of these Terms, the term means any eligible Seller or Affiliate participating in the Program.
Producer(s): A Seller whose products or services are promoted by Affiliates on the Cartpanda Platform.
Rank Year: The 12-month period designated by the CARTPANDA GROUP, currently the calendar year (January 1 through December 31), after which all Rank classifications reset.
Revenue: A - For Sellers: solely for purposes of the Program: (i) Under the Brazil Program, for the first BRL 250,000.00 in sales, Revenue equals the gross amount of completed sales on the Cartpanda Platform, regardless of the payment gateway used; for sales exceeding BRL 250,000.00, Revenue shall be the net amount processed and settled through Cartpanda Pay, after deduction of fees, refunds, and chargebacks; (ii) Under the Global Program, Revenue is always the net amount of completed sales - after fees, refunds, and chargebacks - starting from USD 0.00. The Cartpanda Group may revise the threshold amounts from time to time by posting an updated version of these Terms. B - For Affiliates: For Program purposes, Revenue means the Affiliate’s total net commissions, aggregated across all linked Producers, whether paid on a CPA (flat amount) or RevShare (percentage) basis, after refunds, reversals, fees, and chargebacks. The base currency is BRL or USD as determined by the Affiliate’s Cartpanda Account Country of Creation; amounts in other currencies may be converted to the base currency under the CARTPANDA GROUP’s operating criteria in effect on the calculation date.
Seller: The individual or legal entity that owns the Cartpanda Account as reflected in the CARTPANDA GROUP’s systems, responsible for the Stores linked to that Account and for the Revenue from sales made through those Stores. The Seller is the primary participant in this Program, regardless of the number of Stores operated. A Seller is uniquely identified, as applicable, by taxpayer ID, passport, driver’s license, or another official identifier or business registration accepted at the CARTPANDA GROUP’s discretion.
Store(s): Store Slugs associated with the Seller and enabled to operate on the Cartpanda Platform. For Program purposes, the Seller’s Revenue is aggregated across all of its Stores.
1. PROGRAM OVERVIEW AND SCOPE
1.1. These Terms govern participation by Sellers and Affiliates in the CARTPANDA GROUP’s Cartpanda Recognition & Incentives Program (the “Program”), and set out its tracks, calculation rules, forms of recognition, and the conditions under which Rewards are granted.
1.2. The Program comprises two complementary tracks:
a) Ranks: An annual classification for Sellers and Affiliates based on Revenue tiers, with the assignment of titles and institutional benefits; and
b) Awards: One-time premium Rewards granted once per Seller or Affiliate upon reaching specified Revenue milestones.
1.3. Territorial scope and currency. For Awards, calculations are performed solely within the Program designation (Brazil or Global) assigned to the Seller or Affiliate by the Cartpanda Account Country of Creation, with no cross-designation aggregation. For Ranks, the same assignment applies: (i) Accounts created in Brazil: Revenue is measured in BRL against the published BRL thresholds; (ii) Accounts created outside Brazil: Revenue is measured in USD against the published USD thresholds. In all cases, each Seller or Affiliate holds a single Rank title per Rank Year, corresponding to the highest tier achieved; titles and benefits are not duplicated even if the Participant operates in multiple countries or currencies.
1.4. Participation is voluntary and free of charge. The Program is offered as a courtesy by the CARTPANDA GROUP and does not create any obligation of continuity or any vested right.
2. PROGRAM CRITERIA AND REWARDS BY TRACK
2.1. COMMON RULES FOR BOTH TRACKS (RANKS AND AWARDS)
2.1.1. Eligible Participants are Sellers or Affiliates duly registered with a Cartpanda Account and with active Stores on the Cartpanda Platform, provided that: (i) the Account is valid and verified (KYC/KYB and other requested checks); (ii) they have adhered to and comply with the Terms of Use, Policies (including the Prohibited Products Policy), and applicable agreements; (iii) they are current with payment obligations and in good standing for registration and tax purposes; and (iv) they are not suspended or under investigation for fraud, abuse, or violations of policies and applicable agreements. The CARTPANDA GROUP may request documents, conduct audits, and refuse, suspend, or exclude participation if these requirements are not met.
2.1.2. For calculation purposes, a Seller’s Revenue will be consolidated across all of its Stores, considering transactions captured and/or settled per Cartpanda’s operating criteria for the relevant period. The records of the CARTPANDA GROUP’s systems and its payment processors constitute the official source for verification and any adjustments to calculations. Cancellations and invalid transactions will be disregarded and, where applicable, refunds and chargebacks deducted, as provided herein. Consolidation follows the specifics of each track (Awards and Ranks) and each Program designation (Brazil/Global), with no cross-designation offsets. For Affiliates, calculations follow the definition of Revenue in the Definitions section and Section 3 of these Terms.
2.1.3. If a participating Seller or Affiliate presents a combined refunds and chargebacks rate equal to or exceeding 10%, the CARTPANDA GROUP may, at its sole discretion, exclude such Participant from the Program upon simple notice. In such case, the Participant will not be entitled to any reward under any track, even if the eligibility criteria described herein had already been met.
2.1.4. In cases of indications or suspicions of fraudulent behavior, harmful practices toward consumers, or transactions involving Prohibited Products under CARTPANDA GROUP Policies, the CARTPANDA GROUP may suspend and/or exclude the Seller and/or Affiliate from the Program upon simple notice and may withhold, invalidate, or revoke related rewards, even if the required levels and eligibility criteria have already been met.
2.1.5. If a Seller enjoys more favorable commercial terms for use of the Cartpanda Platform (relative to the public price tables on the official website), eligibility for Program Rewards will be at the CARTPANDA GROUP’s sole discretion, and the CARTPANDA GROUP may grant, limit, or deny such benefits while those differentiated terms remain in effect. For Affiliates, Section 3.5 applies.
2.2. AWARDS TRACK
2.2.1. Awards are premium rewards granted only once per Seller or Affiliate over the entire course of their participation in the Program, for each Revenue milestone achieved, as set forth in the public Awards Table disclosed by the CARTPANDA GROUP (see image below). Once a reward for a given milestone has been granted, the Seller or Affiliate may not receive it again in future periods, even if the same Revenue milestone is reached again in subsequent years.
2.2.1.1. Reward descriptions. The rewards in the Awards Table above may include, by way of example:
Kit: custom and exclusive Cartpanda items, such as t-shirts, bracelets, jackets, and accessories.
Office Kit: a set of branded office materials, such as pen, notebook, and other corporate-use items.
Montblanc Pen + Wallet: a premium office set, which may be replaced with equivalents of similar value and prestige.
Rimowa Classic + Blue Wheels + Tag: a premium Rimowa suitcase with custom wheels and exclusive Cartpanda tag, or an internationally equivalent item.
Panda Meeting: participation in a Cartpanda institutional event, with lodging, ground transfers (within Brazil only), and meals covered by Cartpanda.
Pandacast: invitation to attend the in-person recording of Cartpanda’s official podcast, with lodging, ground transfers (within Brazil only), and meals at the event location covered.
Panda Island: an exclusive domestic trip organized by Cartpanda, with lodging, ground transfers (within Brazil only), meals, and activities included.
Rolex or equivalent luxury item: a reference watch by Rolex or, at Cartpanda’s sole discretion, another good of equivalent value and prestige.
Note: (i) For Sellers or Affiliates with Accounts created outside Brazil, international travel costs from the Participant’s location to Brazil and to the Cartpanda event location are not included and are the Participant’s sole responsibility; and (ii) the CARTPANDA GROUP may, at its sole discretion, change, replace, or discontinue brands, models, reference values, or reward types while endeavoring, where possible, to preserve an equivalent standard of value or experience.
2.2.2. Awards are calculated exclusively within the Participant’s Program designation (Brazil or Global), as determined by the Cartpanda Account Country of Creation, with no cross-designation aggregation:
a) Brazil Program (BRL): the Revenue calculated under these Terms for Accounts created with a Brazilian address, consolidated per Participant (including, as applicable, a Seller’s consolidated Revenue from its Stores or the Affiliate’s net commissions, as per the Definitions);
b) Global Program (USD): the Revenue calculated under these Terms for Accounts created with an address outside Brazil, consolidated per Participant (including, as applicable, a Seller’s consolidated Revenue from its Stores or the Affiliate’s net commissions, as per the Definitions);
c) No offsets: there is no offset, sum, or any cross-use between BRL and USD for Awards; and
d) Exceptional currency conversion: on an exceptional basis and at the sole discretion of the CARTPANDA GROUP, Revenue accrued in other currencies may be converted to the applicable base currency (BRL for Accounts created in Brazil; USD for Accounts created outside Brazil) per operating criteria defined and disclosed by the CARTPANDA GROUP. In such case, classification will be made according to the Awards public table thresholds corresponding to the currency considered after conversion. Conversion has a substitutive, exclusive, and non-cumulative effect: converted amounts may not be used for calculations in a different currency, combined with amounts in the original currency, or generate entitlement to rewards under a different Program designation.
2.2.2.1. For Affiliates, Revenue applies as defined in Definitions, and is further subject to the specific rules in Section 3.
2.2.3. One-time rule per milestone (“once in a lifetime”). As noted above, each Revenue milestone may be achieved only once by a Participant within the Participant’s Program designation (Brazil or Global), regardless of the number of Stores or the currency of underlying transactions. Accordingly: (i) if the same Participant achieves the same milestone in two or more Stores within the same Program, the reward will be granted only once; (ii) there is no entitlement to cumulative rewards across different Programs designations, even if the Participant operates in multiple countries or earns in more than one currency; the governing Program designation is always the one defined by the Cartpanda Account Country of Creation.
2.2.4. Anti-circumvention (“strawman”). If there are indications of new Accounts, strawmen, or other tactics intended to bypass the one-time rule or multiply Rewards (e.g., the same individual/entity, beneficial owner, controller, officer, legal representative, or corporate group creating/operating additional Accounts), the CARTPANDA GROUP may, in its sole discretion and upon notice: (a) deny, withhold, invalidate, or revoke related Rewards; (b) suspend or exclude the Accounts and the Participant from the Program; (c) require the return of items/amounts improperly obtained; and (d) cease granting Rewards to such Accounts/ Participants. For verification, additional documents (KYC/KYB) may be requested and audits and cross-checks of registration, technical, and transactional information may be conducted, without prejudice to other applicable measures.
2.2.5. The CARTPANDA GROUP may, at its sole discretion and without prior notice, change, replace, or discontinue brands, models, reference values, or reward types, endeavoring, where possible, to preserve an equivalent standard of experience or reward.
2.2.6. Practical examples of the Awards Track:
Example 1 | Same Program designation, multiple Stores (no duplication): The Seller’s Account was created in Brazil. They operate 3 Stores in Brazil. Each Store separately reaches the BRL 1,000,000.00 milestone. Because all are in the Brazil Program, the “1M” milestone reward is granted only once to the Seller (regardless of in how many Stores the milestone was reached).
Example 2 | Future repetition (not allowed): The Seller reached the BRL 1,000,000.00 milestone (Brazil Program) in 2025 and received the corresponding reward. If, in 2026, the Seller again reaches BRL 1,000,000.00, there is no entitlement to a new reward for the same milestone, since each milestone can be granted only once over the entire participation.
Example 3 | Affiliate (own calculation; same Program logic): The Affiliate’s Account was created outside Brazil. Their net commissions (aggregated across all Producers to which the Affiliate is linked) reach USD 500,000.00. The Affiliate may receive the corresponding milestone reward in the Global Program per the specific rules in Section 3, without generating any entitlement to rewards in BRL.
2.3. RANKS TRACK
2.3.1. Ranks are an annual classification system for Sellers and Affiliates based on Revenue tiers reached during the calculation period. Each Rank corresponds to an institutional title conferred on the Participant by the CARTPANDA GROUP that reflects their standing and prominence within the Program.
2.3.2. Annual reset. Ranks are calculated in annual cycles corresponding to the Rank Year defined by the CARTPANDA GROUP (currently January 1 to December 31). At the end of each cycle, classifications are reset and Revenue counting restarts for the new Rank Year.
2.3.3. Participation in the Ranks is determined by the Cartpanda Account Country of Creation (see Definitions) and the rules outlined below:
(I) Accounts created in Brazil (Brazil Program): calculation in BRL, considering only the volume processed and settled via Cartpanda Pay, from BRL 0.00 upward, net of fees, refunds, and chargebacks. Amounts processed through other gateways will not be considered for Ranks.
(II) Accounts created outside Brazil (Global Program): calculation in USD, according to the corresponding thresholds in the Rank Table above.
2.3.3.1. In either case, the Participant will hold a single Rank title at any given time within the Rank Year, corresponding to the highest tier already reached in the applicable currency, according to the Cartpanda Account Country of Creation. If the Participant progresses within the Rank Year (e.g., from Gold to Platinum), the current title will be updated to the highest one, with the corresponding benefits, always on a non-cumulative basis.
2.3.4. Institutional benefits. Rank titles may grant institutional benefits determined by the CARTPANDA GROUP, such as commemorative plaques and participation in exclusive trips:
Gold, Platinum, and Diamond: entitlement to a commemorative plaque for the title.
Titanium: entitlement to a plaque and participation in an institutional trip (airfare not covered; travel costs borne by the Seller).
Legacy: entitlement to a plaque and participation in the same trip as the Titanium group, but with business-class airfare covered by Cartpanda.
Conqueror: entitlement to a plaque and participation in a distinct, all-inclusive trip, with business-class airfare, lodging, and other expenses included.
Note: The Plaques are physical, custom, and exclusive items delivered by the CARTPANDA GROUP as a form of institutional recognition and proof of the tier achieved in the Program. They reflect the Participant’s progression in the Ranks modality and have no commercial value, but are part of the institutional benefits tied to the respective title.
2.3.5. One-title rule. The Participant may hold only one current Rank title at a time within the Rank Year, which will always correspond to the highest Revenue tier reached up to that moment. On an exceptional basis and at the sole discretion of the CARTPANDA GROUP, Revenue accrued in other currencies may be converted to the applicable base currency (BRL for Accounts created in Brazil; USD for Accounts created outside Brazil), per operating criteria defined and disclosed by the CARTPANDA GROUP. In such case, classification will follow the thresholds in the Ranks public table corresponding to the currency considered after conversion. For clarity, titles are progressive within the Rank Year (Gold, Platinum, Diamond, etc.), but always single and non-cumulative: upon reaching a new tier, the current title becomes the highest one, replacing the previous title.
2.3.5.1. There will be no duplication of titles or institutional benefits, even if the Participant has operations in different countries or in more than one currency. Targets will follow the specific thresholds in the public Ranks table, in BRL or USD, as applicable.
2.3.6. Practical examples of the Ranks Track:
Example 1 | Stores in different currencies (no duplication): A Participant with an Account created in Brazil reaches, during the Rank Year, BRL 32,000,000.00 in Revenue, which earns the Titanium title. To get there, the Participant had already surpassed the Gold, Platinum, and Diamond BRL tiers, receiving the corresponding progression plaques. Later in the same Rank Year, the same Participant has Stores that bill in USD and total USD 4,800,000.00 (which would correspond to Diamond under the Global table). However, because the Account Country of Creation is Brazil, only the BRL thresholds count for Ranks. Final entitlement: the Participant remains Titanium, with 1 Titanium plaque and the trip participation (without airfare), and does not receive a new title or benefits for the USD Diamond.
Example 2 | Annual reset: A Seller reaches the Legacy title in 2025. At the start of 2026, the classification is reset and the Seller competes again for Ranks based on Revenue accumulated in the new Rank Year.
Example 3 | Currency conversion (exceptional; no duplication): A Participant with an Account created in Brazil (Brazil Program) reaches BRL 25,000,000.00 in BRL during the Rank Year and also has Stores that bill USD 1,000,000.00. At the sole discretion of the CARTPANDA GROUP, that USD amount may be converted to BRL and added to the BRL Revenue already accrued under the Brazil Program. If, with such conversion, the Participant reaches BRL 30,000,000.00, they will be classified as Titanium. Final entitlement: the Participant receives one Titanium title, with one plaque and one set of corresponding benefits, with no duplication for the same USD amount considered via conversion.
Example 4 | Maximum title achieved (no repetition of benefits): A Participant with an Account created in Brazil reaches BRL 100,000,000.00 in July 2025, achieving the Conqueror title. To get there, the Participant had already surpassed the Gold, Platinum, Diamond, Titanium, and Legacy tiers, receiving the respective plaques and benefits during the same Rank Year. Later in 2025, the Participant continues to bill and again surpasses values corresponding to Titanium and Legacy titles. However, since those titles were already achieved in the progression leading to Conqueror, there is no right to repeat plaques, trips, or any benefits. That is, titles and benefits are not repeated within the same Rank Year.
3. AFFILIATE PARTICIPATION
3.1. On the Cartpanda Platform, Affiliates act as marketing or resale partners, promoting Producers’ products through digital campaigns or other authorized channels. Affiliate compensation consists of commissions under the following models: (i) CPA (Cost per Action): a flat amount per qualified sale or completed action; and (ii) RevShare (Revenue Share): a percentage of the net sale value attributable to the Affiliate’s referrals.
3.2. Eligibility. Affiliates may participate in the Cartpanda Recognition and Incentives Program provided they satisfy the general rules in Section 2 and the specific criteria in this Section 3. In the event of conflict or divergence, the specific provisions of this Section 3 prevail over other definitions or rules in these Terms.
3.3. Affiliate Program linkage. The Affiliate will be linked exclusively to either the Brazil Program or the Global Program, according to the Cartpanda Account Country of Creation, with no possibility of simultaneous participation in both.
3.4. Calculation base. For Program participation, an Affiliate’s Revenue corresponds to the total net commissions (CPA and/or RevShare) actually received and settled, consolidated across all Producers to which the Affiliate is linked, net of refunds, reversals, fees, and chargebacks, as applicable. Thus, an Affiliate’s Revenue is independent and is not aggregated with a Seller’s Revenue, and is calculated solely on the Affiliate’s own net commissions.
3.5. Producer-linked commercial conditions. Without prejudice to an Affiliate’s independent Revenue, the CARTPANDA GROUP may, at its sole discretion, condition, adjust, or deny rewards to an Affiliate when the Producer associated with the orders generating the commissions enjoys differentiated commercial terms. In such event, the Affiliate’s eligibility may be aligned with the respective Producer’s conditions, pursuant to Section 2.1.5 of these Terms.
4. TERM
4.1. The Program commences on September 10, 2025 and will continue for an indefinite term.
4.2. The CARTPANDA GROUP may, at its sole discretion, amend, suspend, or terminate the Program upon prior notice to Sellers and Affiliates through its official channels, without creating vested rights, while honoring rewards already validated as of the date of the change, suspension, or termination, subject to the exceptions set forth herein. “Rewards already validated” means those whose achievement has been calculated and confirmed in the CARTPANDA GROUP systems and for which a formal eligibility notice has been sent to the Participant. Such rewards will be honored under the terms in effect at the time of validation, subject to cases of fraud, abuse, anti-circumvention, irregularity, or exclusion as provided in these Terms (including rules on refunds/chargebacks and compliance).
5. MISCELLANEOUS
5.1. Participation in the Program constitutes the participating Sellers’ and Affiliates’ full acceptance and acknowledgment of all terms set forth in these Terms.
5.2. Sellers and Affiliates hereby authorize the CARTPANDA GROUP, for an indefinite period, to use their names, voices, and images of their representatives and personnel, free of charge, to promote the Program and its results, in any media and throughout Brazil.
5.3. Any doubts, divergences, or matters not addressed in these Terms will be resolved at the sole discretion of the CARTPANDA GROUP.
5.4. These Terms are available on the CARTPANDA GROUP’s website and other institutional channels and media used by the CARTPANDA GROUP to publicize the Program.
5.5. The CARTPANDA GROUP reserves the right, at any time, to amend, suspend, or terminate the Program, including, without limitation, for reasons of force majeure, acts of God, or any external interference, upon notice to participating Sellers and Affiliates via its communication channels.
5.6. If a Seller and/or Affiliate has already participated in the Pandacast podcast for any prior reason, the reward comprising such participation will be deemed fulfilled, and no new grant will be made on the same basis.
5.7. The Program is instituted, as a mere courtesy, by the CARTPANDA GROUP for the benefit of all those who duly satisfy the requirements set forth in these Terms.
5.7.1. All rewards offered under this Program—whether physical items, trips, or vehicles—are limited to one unit per Seller and/or Affiliate, as well as one guest representing such Seller and/or Affiliate per experience (for example, in rewards involving trips). However, the CARTPANDA GROUP may, at its sole discretion and in exceptional cases, authorize more than one person per experience or the shipment of more than one item to the Seller and/or Affiliate, considering logistical and operational availability and the Program’s convenience, and may also charge additional amounts for such increase, provided such amounts are informed in advance and accepted by the Participant. Such possibility does not constitute a vested right but rather a courtesy granted under these Terms.
5.8. Failure by the CARTPANDA GROUP to exercise any of its rights will not constitute a waiver or novation, nor prejudice the exercise of the same rights at other times or in similar situations.
5.9. In the event of fraud or attempted fraud, the participating Seller and/or Affiliate will be automatically excluded from the Program upon simple notice, and related rewards may be withheld, invalidated, or revoked.
5.10. The CARTPANDA GROUP will not, under any circumstances, be liable for any damages, losses, or harm of a direct, indirect, incidental, consequential, moral, material, property, contractual, extra-contractual, bodily, or health-related nature arising directly or indirectly from participation in the Program, including, without limitation: (i) personal accidents, illness, injuries, or any occurrences during trips, travel, or events related to the Program; (ii) technical unavailability, system failures, communication or connectivity issues; (iii) acts or omissions of third parties, partners, or service providers involved in the performance of benefits or rewards; and (iv) acts of God or force majeure.
5.10.1. Participation in the Program implies awareness and agreement that benefits and rewards are granted on a free and promotional basis, creating no consumer relationship or indemnity obligation by the CARTPANDA GROUP, except where applicable law expressly imposes non-waivable responsibility.
5.10.2. Participants are responsible for all travel documentation, visas, insurance, and the payment of taxes, fees, and expenses not expressly covered by these Terms.
5.11. The Participant must provide the requested delivery information within 30 days of the eligibility notice. For rewards involving trips, scheduling must occur within the timeframe provided by the CARTPANDA GROUP, counted from the date of the invitation; failure to confirm within the period or failure to appear on the scheduled date will result in non-refundable forfeiture of the reward.
5.12. Rewards under these Terms are personal and non-transferable and may not be converted into cash or other goods/services, except as a courtesy at the CARTPANDA GROUP’s discretion.
5.13. The Program replaces any and all prior programs with the same purpose and does not qualify as a game of chance or competition, and therefore is not subject to prior authorization by Brazil’s Ministry of Finance, as set forth in Article 1 of Law No. 5,768/71.
5.14.Governing Forum and Venue. The parties irrevocably submit to the exclusive jurisdiction and venue of the courts of São Paulo, State of São Paulo, Brazil, for any claim arising out of or relating to these Terms, except where exclusive jurisdiction is mandated by law.
CARTPANDA TECNOLOGIA DE SOFTWARE LTDA, CNPJ No. 46.698.364/0001-98, with its principal place of business at Avenida Brigadeiro Faria Lima, No. 2.369, 11th floor, Suite No. 1.102, Jardim Paulistano, São Paulo/SP, CEP 01452-922, hereinafter referred to as “CARTPANDA”;
CARTPANDA TECNOLOGIA DE PAGAMENTOS LTDA, CNPJ No. 26.224.823/0001-94, with its principal place of business at Avenida Francisco Monteiro, No. 1.206, 3rd Floor, Room No. 306, Santana, Ribeirão Pires/SP, CEP 09406-300, hereinafter referred to as “CARTPANDA PAY”;
CARTPANDA INC., a company organized under the laws of Delaware, with its principal place of business at 555 Republic Dr, Plano, Texas, 75074, hereinafter referred to as “CARTPANDA USA”.
Collectively referred to as the “CARTPANDA GROUP,” the above-identified companies hereby institute these Cartpanda Recognition & Incentives Program Terms (“Terms”), which govern participation by Sellers and Affiliates and the rewards granted under the Cartpanda Recognition and Incentives Program (“Cartpanda Program” or simply the “Program”).
DEFINITIONS:
The following definitions apply to these Terms:
Affiliate(s): An individual or legal entity acting as a marketing or resale partner, promoting products of Sellers (also referred to as “Producers” in the context of Affiliates) on the Cartpanda Platform in exchange for commissions calculated under models such as CPA (flat amount) or RevShare (percentage of sales).
Brazil Program: The Program designation for any Seller or Affiliate whose Cartpanda Account was created with an address in Brazil. This assignment remains fixed for Program classification.
Cartpanda Account: The primary registration of a Seller or Affiliate with the CARTPANDA GROUP.
Cartpanda Account Country of Creation: The country and address provided and verified at the time of the Seller’s or Affiliate’s initial registration on the Cartpanda Platform. This criterion definitively assigns the participant’s Program designation (Brazil or Global) and remains fixed for Program classification, regardless of the nationality of the account holder or its representatives, the location of linked Stores, or any subsequent changes to registration information.
Co-Producer (or Coproducer): A Seller who, in addition to potentially operating its own Stores, receives a share/commission for creating, co-producing, and/or marketing products together with another Seller (the “Producer”). For purposes of these Terms, a Co-Producer is treated as a Seller.
Global Program: The Program designation for any Seller or Affiliate whose Cartpanda Account was created with an address outside Brazil. Nationality, the location of linked Stores, and any subsequent registration updates do not change this assignment (it remains fixed for Program classification).
Participant: For purposes of these Terms, the term means any eligible Seller or Affiliate participating in the Program.
Producer(s): A Seller whose products or services are promoted by Affiliates on the Cartpanda Platform.
Rank Year: The 12-month period designated by the CARTPANDA GROUP, currently the calendar year (January 1 through December 31), after which all Rank classifications reset.
Revenue: A - For Sellers: solely for purposes of the Program: (i) Under the Brazil Program, for the first BRL 250,000.00 in sales, Revenue equals the gross amount of completed sales on the Cartpanda Platform, regardless of the payment gateway used; for sales exceeding BRL 250,000.00, Revenue shall be the net amount processed and settled through Cartpanda Pay, after deduction of fees, refunds, and chargebacks; (ii) Under the Global Program, Revenue is always the net amount of completed sales - after fees, refunds, and chargebacks - starting from USD 0.00. The Cartpanda Group may revise the threshold amounts from time to time by posting an updated version of these Terms. B - For Affiliates: For Program purposes, Revenue means the Affiliate’s total net commissions, aggregated across all linked Producers, whether paid on a CPA (flat amount) or RevShare (percentage) basis, after refunds, reversals, fees, and chargebacks. The base currency is BRL or USD as determined by the Affiliate’s Cartpanda Account Country of Creation; amounts in other currencies may be converted to the base currency under the CARTPANDA GROUP’s operating criteria in effect on the calculation date.
Seller: The individual or legal entity that owns the Cartpanda Account as reflected in the CARTPANDA GROUP’s systems, responsible for the Stores linked to that Account and for the Revenue from sales made through those Stores. The Seller is the primary participant in this Program, regardless of the number of Stores operated. A Seller is uniquely identified, as applicable, by taxpayer ID, passport, driver’s license, or another official identifier or business registration accepted at the CARTPANDA GROUP’s discretion.
Store(s): Store Slugs associated with the Seller and enabled to operate on the Cartpanda Platform. For Program purposes, the Seller’s Revenue is aggregated across all of its Stores.
1. PROGRAM OVERVIEW AND SCOPE
1.1. These Terms govern participation by Sellers and Affiliates in the CARTPANDA GROUP’s Cartpanda Recognition & Incentives Program (the “Program”), and set out its tracks, calculation rules, forms of recognition, and the conditions under which Rewards are granted.
1.2. The Program comprises two complementary tracks:
a) Ranks: An annual classification for Sellers and Affiliates based on Revenue tiers, with the assignment of titles and institutional benefits; and
b) Awards: One-time premium Rewards granted once per Seller or Affiliate upon reaching specified Revenue milestones.
1.3. Territorial scope and currency. For Awards, calculations are performed solely within the Program designation (Brazil or Global) assigned to the Seller or Affiliate by the Cartpanda Account Country of Creation, with no cross-designation aggregation. For Ranks, the same assignment applies: (i) Accounts created in Brazil: Revenue is measured in BRL against the published BRL thresholds; (ii) Accounts created outside Brazil: Revenue is measured in USD against the published USD thresholds. In all cases, each Seller or Affiliate holds a single Rank title per Rank Year, corresponding to the highest tier achieved; titles and benefits are not duplicated even if the Participant operates in multiple countries or currencies.
1.4. Participation is voluntary and free of charge. The Program is offered as a courtesy by the CARTPANDA GROUP and does not create any obligation of continuity or any vested right.
2. PROGRAM CRITERIA AND REWARDS BY TRACK
2.1. COMMON RULES FOR BOTH TRACKS (RANKS AND AWARDS)
2.1.1. Eligible Participants are Sellers or Affiliates duly registered with a Cartpanda Account and with active Stores on the Cartpanda Platform, provided that: (i) the Account is valid and verified (KYC/KYB and other requested checks); (ii) they have adhered to and comply with the Terms of Use, Policies (including the Prohibited Products Policy), and applicable agreements; (iii) they are current with payment obligations and in good standing for registration and tax purposes; and (iv) they are not suspended or under investigation for fraud, abuse, or violations of policies and applicable agreements. The CARTPANDA GROUP may request documents, conduct audits, and refuse, suspend, or exclude participation if these requirements are not met.
2.1.2. For calculation purposes, a Seller’s Revenue will be consolidated across all of its Stores, considering transactions captured and/or settled per Cartpanda’s operating criteria for the relevant period. The records of the CARTPANDA GROUP’s systems and its payment processors constitute the official source for verification and any adjustments to calculations. Cancellations and invalid transactions will be disregarded and, where applicable, refunds and chargebacks deducted, as provided herein. Consolidation follows the specifics of each track (Awards and Ranks) and each Program designation (Brazil/Global), with no cross-designation offsets. For Affiliates, calculations follow the definition of Revenue in the Definitions section and Section 3 of these Terms.
2.1.3. If a participating Seller or Affiliate presents a combined refunds and chargebacks rate equal to or exceeding 10%, the CARTPANDA GROUP may, at its sole discretion, exclude such Participant from the Program upon simple notice. In such case, the Participant will not be entitled to any reward under any track, even if the eligibility criteria described herein had already been met.
2.1.4. In cases of indications or suspicions of fraudulent behavior, harmful practices toward consumers, or transactions involving Prohibited Products under CARTPANDA GROUP Policies, the CARTPANDA GROUP may suspend and/or exclude the Seller and/or Affiliate from the Program upon simple notice and may withhold, invalidate, or revoke related rewards, even if the required levels and eligibility criteria have already been met.
2.1.5. If a Seller enjoys more favorable commercial terms for use of the Cartpanda Platform (relative to the public price tables on the official website), eligibility for Program Rewards will be at the CARTPANDA GROUP’s sole discretion, and the CARTPANDA GROUP may grant, limit, or deny such benefits while those differentiated terms remain in effect. For Affiliates, Section 3.5 applies.
2.2. AWARDS TRACK
2.2.1. Awards are premium rewards granted only once per Seller or Affiliate over the entire course of their participation in the Program, for each Revenue milestone achieved, as set forth in the public Awards Table disclosed by the CARTPANDA GROUP (see image below). Once a reward for a given milestone has been granted, the Seller or Affiliate may not receive it again in future periods, even if the same Revenue milestone is reached again in subsequent years.
2.2.1.1. Reward descriptions. The rewards in the Awards Table above may include, by way of example:
Kit: custom and exclusive Cartpanda items, such as t-shirts, bracelets, jackets, and accessories.
Office Kit: a set of branded office materials, such as pen, notebook, and other corporate-use items.
Montblanc Pen + Wallet: a premium office set, which may be replaced with equivalents of similar value and prestige.
Rimowa Classic + Blue Wheels + Tag: a premium Rimowa suitcase with custom wheels and exclusive Cartpanda tag, or an internationally equivalent item.
Panda Meeting: participation in a Cartpanda institutional event, with lodging, ground transfers (within Brazil only), and meals covered by Cartpanda.
Pandacast: invitation to attend the in-person recording of Cartpanda’s official podcast, with lodging, ground transfers (within Brazil only), and meals at the event location covered.
Panda Island: an exclusive domestic trip organized by Cartpanda, with lodging, ground transfers (within Brazil only), meals, and activities included.
Rolex or equivalent luxury item: a reference watch by Rolex or, at Cartpanda’s sole discretion, another good of equivalent value and prestige.
Note: (i) For Sellers or Affiliates with Accounts created outside Brazil, international travel costs from the Participant’s location to Brazil and to the Cartpanda event location are not included and are the Participant’s sole responsibility; and (ii) the CARTPANDA GROUP may, at its sole discretion, change, replace, or discontinue brands, models, reference values, or reward types while endeavoring, where possible, to preserve an equivalent standard of value or experience.
2.2.2. Awards are calculated exclusively within the Participant’s Program designation (Brazil or Global), as determined by the Cartpanda Account Country of Creation, with no cross-designation aggregation:
a) Brazil Program (BRL): the Revenue calculated under these Terms for Accounts created with a Brazilian address, consolidated per Participant (including, as applicable, a Seller’s consolidated Revenue from its Stores or the Affiliate’s net commissions, as per the Definitions);
b) Global Program (USD): the Revenue calculated under these Terms for Accounts created with an address outside Brazil, consolidated per Participant (including, as applicable, a Seller’s consolidated Revenue from its Stores or the Affiliate’s net commissions, as per the Definitions);
c) No offsets: there is no offset, sum, or any cross-use between BRL and USD for Awards; and
d) Exceptional currency conversion: on an exceptional basis and at the sole discretion of the CARTPANDA GROUP, Revenue accrued in other currencies may be converted to the applicable base currency (BRL for Accounts created in Brazil; USD for Accounts created outside Brazil) per operating criteria defined and disclosed by the CARTPANDA GROUP. In such case, classification will be made according to the Awards public table thresholds corresponding to the currency considered after conversion. Conversion has a substitutive, exclusive, and non-cumulative effect: converted amounts may not be used for calculations in a different currency, combined with amounts in the original currency, or generate entitlement to rewards under a different Program designation.
2.2.2.1. For Affiliates, Revenue applies as defined in Definitions, and is further subject to the specific rules in Section 3.
2.2.3. One-time rule per milestone (“once in a lifetime”). As noted above, each Revenue milestone may be achieved only once by a Participant within the Participant’s Program designation (Brazil or Global), regardless of the number of Stores or the currency of underlying transactions. Accordingly: (i) if the same Participant achieves the same milestone in two or more Stores within the same Program, the reward will be granted only once; (ii) there is no entitlement to cumulative rewards across different Programs designations, even if the Participant operates in multiple countries or earns in more than one currency; the governing Program designation is always the one defined by the Cartpanda Account Country of Creation.
2.2.4. Anti-circumvention (“strawman”). If there are indications of new Accounts, strawmen, or other tactics intended to bypass the one-time rule or multiply Rewards (e.g., the same individual/entity, beneficial owner, controller, officer, legal representative, or corporate group creating/operating additional Accounts), the CARTPANDA GROUP may, in its sole discretion and upon notice: (a) deny, withhold, invalidate, or revoke related Rewards; (b) suspend or exclude the Accounts and the Participant from the Program; (c) require the return of items/amounts improperly obtained; and (d) cease granting Rewards to such Accounts/ Participants. For verification, additional documents (KYC/KYB) may be requested and audits and cross-checks of registration, technical, and transactional information may be conducted, without prejudice to other applicable measures.
2.2.5. The CARTPANDA GROUP may, at its sole discretion and without prior notice, change, replace, or discontinue brands, models, reference values, or reward types, endeavoring, where possible, to preserve an equivalent standard of experience or reward.
2.2.6. Practical examples of the Awards Track:
Example 1 | Same Program designation, multiple Stores (no duplication): The Seller’s Account was created in Brazil. They operate 3 Stores in Brazil. Each Store separately reaches the BRL 1,000,000.00 milestone. Because all are in the Brazil Program, the “1M” milestone reward is granted only once to the Seller (regardless of in how many Stores the milestone was reached).
Example 2 | Future repetition (not allowed): The Seller reached the BRL 1,000,000.00 milestone (Brazil Program) in 2025 and received the corresponding reward. If, in 2026, the Seller again reaches BRL 1,000,000.00, there is no entitlement to a new reward for the same milestone, since each milestone can be granted only once over the entire participation.
Example 3 | Affiliate (own calculation; same Program logic): The Affiliate’s Account was created outside Brazil. Their net commissions (aggregated across all Producers to which the Affiliate is linked) reach USD 500,000.00. The Affiliate may receive the corresponding milestone reward in the Global Program per the specific rules in Section 3, without generating any entitlement to rewards in BRL.
2.3. RANKS TRACK
2.3.1. Ranks are an annual classification system for Sellers and Affiliates based on Revenue tiers reached during the calculation period. Each Rank corresponds to an institutional title conferred on the Participant by the CARTPANDA GROUP that reflects their standing and prominence within the Program.
2.3.2. Annual reset. Ranks are calculated in annual cycles corresponding to the Rank Year defined by the CARTPANDA GROUP (currently January 1 to December 31). At the end of each cycle, classifications are reset and Revenue counting restarts for the new Rank Year.
2.3.3. Participation in the Ranks is determined by the Cartpanda Account Country of Creation (see Definitions) and the rules outlined below:
(I) Accounts created in Brazil (Brazil Program): calculation in BRL, considering only the volume processed and settled via Cartpanda Pay, from BRL 0.00 upward, net of fees, refunds, and chargebacks. Amounts processed through other gateways will not be considered for Ranks.
(II) Accounts created outside Brazil (Global Program): calculation in USD, according to the corresponding thresholds in the Rank Table above.
2.3.3.1. In either case, the Participant will hold a single Rank title at any given time within the Rank Year, corresponding to the highest tier already reached in the applicable currency, according to the Cartpanda Account Country of Creation. If the Participant progresses within the Rank Year (e.g., from Gold to Platinum), the current title will be updated to the highest one, with the corresponding benefits, always on a non-cumulative basis.
2.3.4. Institutional benefits. Rank titles may grant institutional benefits determined by the CARTPANDA GROUP, such as commemorative plaques and participation in exclusive trips:
Gold, Platinum, and Diamond: entitlement to a commemorative plaque for the title.
Titanium: entitlement to a plaque and participation in an institutional trip (airfare not covered; travel costs borne by the Seller).
Legacy: entitlement to a plaque and participation in the same trip as the Titanium group, but with business-class airfare covered by Cartpanda.
Conqueror: entitlement to a plaque and participation in a distinct, all-inclusive trip, with business-class airfare, lodging, and other expenses included.
Note: The Plaques are physical, custom, and exclusive items delivered by the CARTPANDA GROUP as a form of institutional recognition and proof of the tier achieved in the Program. They reflect the Participant’s progression in the Ranks modality and have no commercial value, but are part of the institutional benefits tied to the respective title.
2.3.5. One-title rule. The Participant may hold only one current Rank title at a time within the Rank Year, which will always correspond to the highest Revenue tier reached up to that moment. On an exceptional basis and at the sole discretion of the CARTPANDA GROUP, Revenue accrued in other currencies may be converted to the applicable base currency (BRL for Accounts created in Brazil; USD for Accounts created outside Brazil), per operating criteria defined and disclosed by the CARTPANDA GROUP. In such case, classification will follow the thresholds in the Ranks public table corresponding to the currency considered after conversion. For clarity, titles are progressive within the Rank Year (Gold, Platinum, Diamond, etc.), but always single and non-cumulative: upon reaching a new tier, the current title becomes the highest one, replacing the previous title.
2.3.5.1. There will be no duplication of titles or institutional benefits, even if the Participant has operations in different countries or in more than one currency. Targets will follow the specific thresholds in the public Ranks table, in BRL or USD, as applicable.
2.3.6. Practical examples of the Ranks Track:
Example 1 | Stores in different currencies (no duplication): A Participant with an Account created in Brazil reaches, during the Rank Year, BRL 32,000,000.00 in Revenue, which earns the Titanium title. To get there, the Participant had already surpassed the Gold, Platinum, and Diamond BRL tiers, receiving the corresponding progression plaques. Later in the same Rank Year, the same Participant has Stores that bill in USD and total USD 4,800,000.00 (which would correspond to Diamond under the Global table). However, because the Account Country of Creation is Brazil, only the BRL thresholds count for Ranks. Final entitlement: the Participant remains Titanium, with 1 Titanium plaque and the trip participation (without airfare), and does not receive a new title or benefits for the USD Diamond.
Example 2 | Annual reset: A Seller reaches the Legacy title in 2025. At the start of 2026, the classification is reset and the Seller competes again for Ranks based on Revenue accumulated in the new Rank Year.
Example 3 | Currency conversion (exceptional; no duplication): A Participant with an Account created in Brazil (Brazil Program) reaches BRL 25,000,000.00 in BRL during the Rank Year and also has Stores that bill USD 1,000,000.00. At the sole discretion of the CARTPANDA GROUP, that USD amount may be converted to BRL and added to the BRL Revenue already accrued under the Brazil Program. If, with such conversion, the Participant reaches BRL 30,000,000.00, they will be classified as Titanium. Final entitlement: the Participant receives one Titanium title, with one plaque and one set of corresponding benefits, with no duplication for the same USD amount considered via conversion.
Example 4 | Maximum title achieved (no repetition of benefits): A Participant with an Account created in Brazil reaches BRL 100,000,000.00 in July 2025, achieving the Conqueror title. To get there, the Participant had already surpassed the Gold, Platinum, Diamond, Titanium, and Legacy tiers, receiving the respective plaques and benefits during the same Rank Year. Later in 2025, the Participant continues to bill and again surpasses values corresponding to Titanium and Legacy titles. However, since those titles were already achieved in the progression leading to Conqueror, there is no right to repeat plaques, trips, or any benefits. That is, titles and benefits are not repeated within the same Rank Year.
3. AFFILIATE PARTICIPATION
3.1. On the Cartpanda Platform, Affiliates act as marketing or resale partners, promoting Producers’ products through digital campaigns or other authorized channels. Affiliate compensation consists of commissions under the following models: (i) CPA (Cost per Action): a flat amount per qualified sale or completed action; and (ii) RevShare (Revenue Share): a percentage of the net sale value attributable to the Affiliate’s referrals.
3.2. Eligibility. Affiliates may participate in the Cartpanda Recognition and Incentives Program provided they satisfy the general rules in Section 2 and the specific criteria in this Section 3. In the event of conflict or divergence, the specific provisions of this Section 3 prevail over other definitions or rules in these Terms.
3.3. Affiliate Program linkage. The Affiliate will be linked exclusively to either the Brazil Program or the Global Program, according to the Cartpanda Account Country of Creation, with no possibility of simultaneous participation in both.
3.4. Calculation base. For Program participation, an Affiliate’s Revenue corresponds to the total net commissions (CPA and/or RevShare) actually received and settled, consolidated across all Producers to which the Affiliate is linked, net of refunds, reversals, fees, and chargebacks, as applicable. Thus, an Affiliate’s Revenue is independent and is not aggregated with a Seller’s Revenue, and is calculated solely on the Affiliate’s own net commissions.
3.5. Producer-linked commercial conditions. Without prejudice to an Affiliate’s independent Revenue, the CARTPANDA GROUP may, at its sole discretion, condition, adjust, or deny rewards to an Affiliate when the Producer associated with the orders generating the commissions enjoys differentiated commercial terms. In such event, the Affiliate’s eligibility may be aligned with the respective Producer’s conditions, pursuant to Section 2.1.5 of these Terms.
4. TERM
4.1. The Program commences on September 10, 2025 and will continue for an indefinite term.
4.2. The CARTPANDA GROUP may, at its sole discretion, amend, suspend, or terminate the Program upon prior notice to Sellers and Affiliates through its official channels, without creating vested rights, while honoring rewards already validated as of the date of the change, suspension, or termination, subject to the exceptions set forth herein. “Rewards already validated” means those whose achievement has been calculated and confirmed in the CARTPANDA GROUP systems and for which a formal eligibility notice has been sent to the Participant. Such rewards will be honored under the terms in effect at the time of validation, subject to cases of fraud, abuse, anti-circumvention, irregularity, or exclusion as provided in these Terms (including rules on refunds/chargebacks and compliance).
5. MISCELLANEOUS
5.1. Participation in the Program constitutes the participating Sellers’ and Affiliates’ full acceptance and acknowledgment of all terms set forth in these Terms.
5.2. Sellers and Affiliates hereby authorize the CARTPANDA GROUP, for an indefinite period, to use their names, voices, and images of their representatives and personnel, free of charge, to promote the Program and its results, in any media and throughout Brazil.
5.3. Any doubts, divergences, or matters not addressed in these Terms will be resolved at the sole discretion of the CARTPANDA GROUP.
5.4. These Terms are available on the CARTPANDA GROUP’s website and other institutional channels and media used by the CARTPANDA GROUP to publicize the Program.
5.5. The CARTPANDA GROUP reserves the right, at any time, to amend, suspend, or terminate the Program, including, without limitation, for reasons of force majeure, acts of God, or any external interference, upon notice to participating Sellers and Affiliates via its communication channels.
5.6. If a Seller and/or Affiliate has already participated in the Pandacast podcast for any prior reason, the reward comprising such participation will be deemed fulfilled, and no new grant will be made on the same basis.
5.7. The Program is instituted, as a mere courtesy, by the CARTPANDA GROUP for the benefit of all those who duly satisfy the requirements set forth in these Terms.
5.7.1. All rewards offered under this Program—whether physical items, trips, or vehicles—are limited to one unit per Seller and/or Affiliate, as well as one guest representing such Seller and/or Affiliate per experience (for example, in rewards involving trips). However, the CARTPANDA GROUP may, at its sole discretion and in exceptional cases, authorize more than one person per experience or the shipment of more than one item to the Seller and/or Affiliate, considering logistical and operational availability and the Program’s convenience, and may also charge additional amounts for such increase, provided such amounts are informed in advance and accepted by the Participant. Such possibility does not constitute a vested right but rather a courtesy granted under these Terms.
5.8. Failure by the CARTPANDA GROUP to exercise any of its rights will not constitute a waiver or novation, nor prejudice the exercise of the same rights at other times or in similar situations.
5.9. In the event of fraud or attempted fraud, the participating Seller and/or Affiliate will be automatically excluded from the Program upon simple notice, and related rewards may be withheld, invalidated, or revoked.
5.10. The CARTPANDA GROUP will not, under any circumstances, be liable for any damages, losses, or harm of a direct, indirect, incidental, consequential, moral, material, property, contractual, extra-contractual, bodily, or health-related nature arising directly or indirectly from participation in the Program, including, without limitation: (i) personal accidents, illness, injuries, or any occurrences during trips, travel, or events related to the Program; (ii) technical unavailability, system failures, communication or connectivity issues; (iii) acts or omissions of third parties, partners, or service providers involved in the performance of benefits or rewards; and (iv) acts of God or force majeure.
5.10.1. Participation in the Program implies awareness and agreement that benefits and rewards are granted on a free and promotional basis, creating no consumer relationship or indemnity obligation by the CARTPANDA GROUP, except where applicable law expressly imposes non-waivable responsibility.
5.10.2. Participants are responsible for all travel documentation, visas, insurance, and the payment of taxes, fees, and expenses not expressly covered by these Terms.
5.11. The Participant must provide the requested delivery information within 30 days of the eligibility notice. For rewards involving trips, scheduling must occur within the timeframe provided by the CARTPANDA GROUP, counted from the date of the invitation; failure to confirm within the period or failure to appear on the scheduled date will result in non-refundable forfeiture of the reward.
5.12. Rewards under these Terms are personal and non-transferable and may not be converted into cash or other goods/services, except as a courtesy at the CARTPANDA GROUP’s discretion.
5.13. The Program replaces any and all prior programs with the same purpose and does not qualify as a game of chance or competition, and therefore is not subject to prior authorization by Brazil’s Ministry of Finance, as set forth in Article 1 of Law No. 5,768/71.
5.14.Governing Forum and Venue. The parties irrevocably submit to the exclusive jurisdiction and venue of the courts of São Paulo, State of São Paulo, Brazil, for any claim arising out of or relating to these Terms, except where exclusive jurisdiction is mandated by law.
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