Terms and conditions

Version 04/2024

1. PREAMBLE

1.1. CARTPANDA TECNOLOGIA DE PAGAMENTOS LTDA, registered under CNPJ/MF No. 26.224.823/0001-94, headquartered at Avenida Francisco Monteiro, No. 1206, 3rd Floor, Room 306, Santana, Ribeirão Pires - SP, ZIP Code: 09406-300, hereinafter referred to as "Cartpanda BR"; CARTPANDA INC., a corporation organized and existing under the laws of the State of Delaware, having its business address at 251 Little Falls Drive, Wilmington, New Castle, Delaware 19808, hereinafter referred to as “Cartpanda USA”; and CARTPANDA B.V., a Dutch company, headquartered at Grubbehoeve 431, Amsterdam, Netherlands, 1103GZ, KVK registration No. 93401116 and VAT: NL866381193B01 hereinafter referred to as “Cartpanda BV”  and collectively as “Cartpanda” establish, through these Terms and Conditions of Use ("Terms" or "Agreement"), the rules, obligations, guidelines, and responsibilities associated with the using the Cartpanda payment technology solution, through web access or application ("Cartpanda Pay" or “Cartpanda Pay Solution”). These Terms regulate the use of Cartpanda Pay by Merchants and their Buyers.

1.2. The company you contract to use the Cartpanda Pay Solution and operationalize your transactions may vary according to the currency used: (a) If the transaction is carried out in Brazilian Reais (BRL), the company processing the transaction is Cartpanda BR; (b) If your transaction is carried out in Euros (EUR), the company that will process it is Cartpanda BV; and (c) If the transaction is conducted in U.S. dollars (USD) and other types of currencies allowed on Cartpanda Pay, the company collecting the amounts from Buyers is Cartpanda USA.

1.3. The business model between you and Cartpanda will depend on the contracted company. By accepting these terms, you grant Cartpanda comprehensive authority to carry out all necessary activities to maintain the commercial relationship and comply with these Terms and other applicable Policies. When it concerns Cartpanda BR, applicable policies should be checked in Policies - BR. When it concerns Cartpanda USA and Cartpanda BV, applicable Policies can be viewed in Policies - Global.

1.4. By agreeing to these terms, you acknowledge your understanding and agreement with this document and any other applicable Cartpanda Policies, which form an integral part of these Terms and are incorporated by reference, even if presented separately.

1.5. The first Transaction made by the Buyer using Cartpanda Pay constitutes acceptance of all the terms and conditions of this Agreement, thereby putting it fully into effect.

1.6. This Agreement becomes valid and the Merchant agrees to all its terms and conditions upon Cartpanda's approval of the Merchant's registration in the Cartpanda Pay Solution.

1.7. Both the Merchant and the Buyer acknowledge and expressly agree to all rights and obligations set forth in these Terms.

1.8. The Cartpanda Pay Solution is made available by Cartpanda through (i) its web domain (“Website”), (ii) the Cartpanda app (“App”), offered on various platforms and (iii) electronic platforms developed and maintained by Cartpanda, being “i”, “ii” and “iii” essential for the use of the Cartpanda Pay Solution, as well as for its correct and adequate functioning.

1.9. To provide services involving payment methods through the Cartpanda Pay Solution, Cartpanda may collaborate with partners and/or group companies, including banking correspondents, financial institutions, and payment institutions. These entities are duly authorized and in compliance with applicable laws.

1.10. Cartpanda BR, Cartpanda USA, and Cartpanda BV are properly established technology companies specializing in payment intermediation services for merchants and buyers. These services are distinct and not meant to be compared with those provided by financial institutions, payment institutions, or credit card companies. Cartpanda's role is solely to facilitate and monitor payment and receipt transactions between registered Merchants and Buyers of products offered by these merchants, ensuring compliance with existing laws.

2. DEFINITIONS

2.1. Throughout these Terms, the Merchant and the Buyer will come across various terms and expressions beginning with capital letters. Below, we define these terms, whether they appear in singular or plural form, without affecting the definitions of other terms within this document:

Buyer: An individual or entity that purchases products offered by the Merchant through completing a transaction via Cartpanda Pay.

Cartpanda Communication Channels: This term refers to the various methods through which Cartpanda communicates with the Merchant, including notifications on the Merchant’s dashboard within the Cartpanda Pay Solution, emails, SMS messages, and in-app notifications. These channels enable Cartpanda to keep the Merchant updated on any events, updates, Transactions, or to deliver specific notifications.

Cartpanda Pay or Cartpanda Pay Solution: A payment technology solution provided by Cartpanda through web access or an App, aimed at Merchants that accept Payment Methods and Buyers who use such methods and aim to purchase products from such Merchants.

Chargeback: The dispute process in which a Buyer challenges or does not acknowledge, before third parties, a charge or purchase made with their card.

Cookie Stuffing: An affiliate marketing tactic where a visitor unknowingly receives a third-party cookie from an unrelated site after visiting a website.

Customer Support Center: Refers to the following support channels available to the Merchants and the Buyers: (i) For contracts with Cartpanda BR: Access the Help Center at https://ajuda.cartpanda.com/pt-br/, featuring articles prepared by the Cartpanda support team. You can submit queries and complaints and use the online chat service available on business days from 9:00 AM to 6:00 PM (Brasília time – Brazil). (ii) For contracts with Cartpanda USA or Cartpanda BV: Email support is available at support@cartpanda.com, or you can contact us by phone at +1-866-637-2482.

Dashboard: A visual information panel where the Merchant can view transaction data, chargeback indicators, and performance metrics, all facilitated by Cartpanda.

Domicile: A designated deposit or payment account owned by the Merchant, which must be pre-approved by Cartpanda. This account is used for all credits and debits resulting from transactions and other operations specified in this Agreement.

Institution: The institution holding the proprietary rights and licensing its brands and logos that identify Payment Instruments, responsible for regulating and overseeing the issuance of Payment Instruments, Merchant affiliation, and setting operational and security standards.

Intellectual Property: all and any rights of Cartpanda related to patents, utility models, industrial designs, copyrights, trademarks, trade dress, rights over new creations, industrial secrets, software, integrated circuits, domain names and all other rights related to copyrights, industrial property, and exclusive rights over intangibles of any kind, in any jurisdiction (including any application for registration of these), covering also inventions, externalized idea, externalized concept, discovery, development, research, technology, intellectual work, industrial secret, software and/or its source code and its object code, firmware, content, audiovisual material, tools, processes, techniques, know-how or technical knowledge, data, plans, devices, apparatus, specifications, drawings, prototypes, circuits, layout, new inventions, algorithms, programs, codes, documentation or any other tangible or intangible material or information, whether it has been protected or not as a patent, copyrights, trademarks, or in any other way protected (including all its versions, modifications, improvements, and derivative works all invention, discovery, improvement, invention, process, utility model, artwork and other works protected by copyright, industrial design and/or trademark, especially, but not limited to, the intangible objects of protection of the applicable legislation, especially the Brazilian legislation, based on: (i) Law No. 9.279, dated May 14, 1996 (Industrial Property Law); (ii) Law No. 9.609 (Computer Program Intellectual Property Law), and (iii) Law No. 9.610, dated February 19, 1998 (Copyright Law).

Interest-Free Installment Payment Intermediation Service (“SIPP”): is the Transaction in which Cartpanda offers, through its technological solution, operations with Partners for the Buyer to pay the Merchant through a Payment Instrument, in which the Buyer agrees to make the purchase payment to the Merchant over time, in equal and consecutive installments, and in which there is a commission charge by Cartpanda. When treated together with SIPV, they are called “Services.”

Issuer: A payment institution authorized to issue Payment Instruments under the approval of the Institution.

Loss: all and any losses, obligations, demands, liabilities, requirements, constraints, damages, fines, penalties, damages, burdens, disbursements, costs, or expenses, including direct damages, indirect damages, consequential damages, moral damages and/or lost profits, attorney's fees and other specialists (including experts and technical assistants), succumbence fees, as well as court costs or any interest, whether they have already materialized or are future, incurred by Cartpanda and/or third parties, arising, directly or indirectly, from the subject of this Agreement, as well as from the non-compliance with obligations assumed by the Merchant before third parties or within its activity, regardless of the period in which it occurs (before or after the termination of the hiring), including, without limitation, those resulting from fines, penalties, claims, administrative, extrajudicial, and judicial processes filed by third parties and/or caused by an act originating from the Merchant, regardless of fault or malice.

Market Payment Methods Rules: Rules, regulations, decisions, agreements, and other requirements in addition to applicable legislation (whether contractual or otherwise) imposed or adopted by various brands, institutions, market practices, customs, self-regulatory guidelines, norms, and regulations issued by competent authorities, as well as all applicable laws at the federal, state, and municipal levels in Brazil, including, but not limited to, the National Monetary Council, the Central Bank of Brazil, and the Council for Control of Financial Activities.

Merchant: A natural or legal entity that provides Products to Buyers in a structured Store, registered and approved by Cartpanda for conducting transactions.

Online Store: The digital platform where the Merchant offers Products to Buyers.

Partners: Legal entities with whom Cartpanda collaborates to provide outsourced services as part of the Cartpanda Pay Solution when necessary.

Password: means (i) any numeric code for the Merchant's access to the Cartpanda Pay Solution and/or (ii) any four-digit numeric code for the use of Cartpanda Pay Cards and/or the Virtual Account, when issued. All Passwords mentioned throughout these Terms and applicable to any Functionality of the Cartpanda Pay are personal, confidential, and non-transferable. The safeguarding of the Passwords is the exclusive responsibility of the holder of these credentials.

Payment Instrument: A method of payment available in the form of a plastic card or electronic means, provided by Issuers for Buyer transactions.

Payment Slip: An electronic payment method issued to the Buyer following a Transaction, which includes a barcode and detailed payment instructions that can be executed online or in person.

Payment Methods: Payment Instruments and other acceptable forms or tools for conducting Transactions.

Payment: The act of processing a payment via the Service, leading to the debit from a Buyer and the crediting of funds to a Merchant.

Products: Goods and/or services, materials and/or immaterial, offered to the public and/or Buyers, by the Merchant.

Spot Payment Intermediation Services (SIPV): is the provision of intermediation services by facilitating and supporting related to the management of third-party payments, carried out electronically, digitally, and/or automatically, including accreditation services with Partners and capture and transmission of transactions, aiming to facilitate payment instruction to Merchants. When treated together with SIPP, they are called “Services.”

Transaction Reversal Fee: amount charged for the cancellation and/or dispute of the Transaction.

Transaction Fee: fee due to Cartpanda for the settlement of Transaction amounts at the Merchant's Domicile.

Transaction: operation in which the Merchant accepts the Payment Method for the payment of the sale of goods and/or services in its store.

Team Account: Depending on the selected plan, the Merchant can establish one or more Online Stores ("Team Account"), enabling access for others. The Merchant owner can set permissions, allowing others to manage the Online Store. Access for Team members can be limited to specific information or settings.

Virtual Account: The Merchant’s account within the Cartpanda Pay Solution, used for processing payments from Buyers, checking balances, and requesting advance payments.

3. ABOUT THE CARTPANDA PAY SOLUTION

3.1. Cartpanda Pay Solution. The Cartpanda Pay Solution authorizes the Merchant to receive financial amounts from Buyers for offering Products and/or services, in the forms and conditions provided for, being that such condition does not characterize Cartpanda as a financial institution. To this end, Cartpanda charges a percentage and/or fixed remuneration directly from the Merchant for the licensing of the Cartpanda Pay Solution and/or from the Buyer for the intermediation of the Transaction.

3.2. Temporary inaccessibility of the Cartpanda Pay Solution. Due to the particularities of the cloud environment, Cartpanda cannot guarantee that the Cartpanda Pay Solution will be available and accessible uninterruptedly, and it may be possible to restrict the availability of the Solution or certain areas or features related to it, if necessary, considering capacity limits, the security or integrity of its servers, as well as to carry out maintenance or improvement measures of its services. In the occurrence of such situations, Cartpanda's responsibility will be excluded in relation to any questions presented before regulatory bodies or through the judiciary.

3.2.1. Interruption by third-party circumstances. The Cartpanda Pay Solution may be interrupted at any time due to circumstances unrelated to Cartpanda or a new circumstance in the Payment Methods Market Rules, Brands, Acquirers, or Payment Arrangement Institutions. In this case, Cartpanda must notify the Merchant as soon as possible.

3.3. Buyer's adherence. The Buyer adheres to and agrees with these Terms and all its conditions, automatically, by using the Cartpanda Pay Solution and making their first Transaction.

3.4. Merchant's registration in Cartpanda. To register, the Merchant must provide its full name and/or trade name, email, login, and Password.

3.4.1. Validation of Registration. After the initial registration, the Merchant must validate its registration, providing CPF/MF and/or CNPJ/MF, phone number, address, and Products offered.

3.4.2. Validation of data. For the validation of the registration by Cartpanda, the Merchant must attach documents such as ID, CPF, Articles of Association, proof of address, or others requested by Cartpanda. If such documents are not attached, the Merchant 's registration will not be validated.

3.4.3. Indication of Checking Account. Merchants, in order to receive the amounts from Transactions made through the Cartpanda Pay Solution, must indicate the checking account owned by them that appears in the same domicile as their registration. The informed checking account must be owned by the respective Merchant, and the registration of a third party's checking account is prohibited. The amounts received cannot be transferred to a third party's checking account or to a checking account with a domicile different from the one in their registration. The Merchant must send Cartpanda its proof of address and banking details, which is subject to approval by Cartpanda itself.

3.4.4. Periodic evaluations. After validating the Merchant 's registration, Cartpanda reserves the right, at any time, to evaluate the type of business or activity developed by it, in order to verify the compatibility of its activity with the Company's Policy. From this analysis, Cartpanda, at its discretion, may exclude the Merchant and block any amounts from its Virtual Account.

3.4.5. Confirmation of data. Cartpanda reserves the right to use all possible means to confirm the data provided by the Merchant, including requesting additional information and documents, as well as consulting databases maintained by third parties, such as data consultation websites (idwall.co or others) SPC, SERASA, etc.

3.4.6. No attestation of regularity. The verification of documents by Cartpanda does not grant the Merchant any guarantee or attestation of regularity for any purpose, nor does it exempt it from complying with the obligations provided for in this Agreement or any applicable regulations.

3.4.7. Communication about Registration Approval. The Merchant will verify its approval through access to the Cartpanda Pay Solution itself; if it is rejected at any stage of the accreditation, it will be informed by email about such rejection and consequent disaccreditation.

3.4.8. Blocking due to incorrect data. Cartpanda may block the Virtual Account, temporarily suspend it, and/or cancel it to verify and analyze information, if incorrect, untruthful, or fraudulent data are identified, and if the irregularities eventually pointed out are not rectified (when applicable). In these situations, Merchants will not have the right to any type of compensation or repair, without prejudice to applicable civil and criminal sanctions.

3.5. Communication of Registration Approval. After the Merchant's Registration is approved, its Virtual Account will be able to receive payments.

3.6. Dashboard. The Merchant, through the dashboard, will be able to view in real time all payments deposited in its Virtual Account and all Transactions made.

3.6.1. Transfer of resources. The revenues from the Merchant's sales will be deposited in its Virtual Account and, upon request, transferred to the bank account indicated by it, minus the amounts due to Cartpanda.

3.6.2. Password Registration. The registered Password will allow the Merchant to access its dashboard and its Virtual Account, check its balance, follow its sales routine, and request the transfer of credited amounts (withdrawals) to the associated bank account.

3.6.3. Password Responsibility. The Password can only be changed by the Merchant, cannot be disclosed to third parties, and is exclusively the Merchant 's responsibility, the use, security, and knowledge of the Password.

3.6.4. Virtual Account Responsibility. The Merchant is solely responsible for the activities carried out in its Virtual Account. Cartpanda is not responsible for losses and/or damages caused by third parties, resulting from non-compliance with this clause.

3.6.5. Validity of operations performed with the Password. The Merchant expressly accepts and acknowledges that any person identified with the Password will be recognized by Cartpanda as the Merchant, and any operation or transaction made with the Password will be valid.

3.6.6. Password Change Recommendation. Cartpanda recommends that the Merchant periodically change its Password and avoid using simple Passwords (such as dates, numerical sequences, own phone number, known names, etc.), easy to be discovered by third parties.

3.7. Application Use. For the use of the Application, the Merchant must ensure that it is in official stores for download and installation. Cartpanda will not be responsible for damages caused by the use of a pirated application.

3.8. No Monetary Correction. The amounts deposited in the Merchant's Virtual Account will not undergo any monetary correction, any type of update or financial remuneration, remaining unchanged for the entire period they are kept, regardless of the time the Merchant takes to request the transfer of the amounts to its Bank Account, with Cartpanda being exempt from any responsibility for any loss of purchasing power or monetary devaluation.

3.9. Information requested by third parties. The Merchant expressly authorizes the information provided to be kept by Cartpanda, as well as authorizes such information to be provided to (I) competent public authorities who formally request it under Brazilian legislation; (II) strategic, commercial or technical partners for the provision of Services; and (III) parties involved in the same negotiation, for example, for a Buyer involved in a Product negotiation.

3.10. Death. In the event of the death of the responsible person for the Merchant Individual Person, their heirs must immediately inform Cartpanda and send its death certificate. In this case, the Virtual Account will continue to receive payments, however, withdrawals will be blocked until a judicial order authorizes them.

3.10.1. Death of a legal entity's responsible person. In case of the death of the responsible person for the Merchant Legal Entity, the remaining partner(s) must inform Cartpanda and send the death certificate of the responsible person, as well as the updated articles of association. If the remaining partner has powers to manage the company and is aware of the Password used for login, they can operate the Virtual Account. Otherwise, the Virtual Account will continue to receive payments, but withdrawals will be blocked, requiring judicial authorization for unlocking.

4. TRANSACTION 

4.1. Transaction Requirements. The Transaction must comply with all the provisions of this Agreement and the other operational and security conditions and rules that may be established by Cartpanda and/or the Payment Methods Market Rules, to be observed by Cartpanda and/or its Partners. 

4.2. Currency. If the transaction is conducted in Brazilian currency (“Reais” and/or “BRL”), the company responsible for processing the transaction is Cartpanda BR. If the transaction is conducted in EUR, the company responsible for processing the transaction is Cartpanda BV. And if the transaction is conducted in USD or another currency accepted in Cartpanda Pay, the company responsible for processing will be Cartpanda USA.

4.3. Partners' Responsibility. The Partners are responsible for receiving and processing the sales proceeds and for transferring them upon request by the Merchant, provided that such request is made via the Cartpanda Pay Solution.

4.4. Joint Liability of Controllers and Administrators. If the Merchant is characterized as a legal entity, the responsibility for damages and losses caused to Cartpanda will be jointly held by the Merchant and the individual controllers and administrators of the Merchant.

4.5. Buyer's Awareness. The Merchant undertakes to ensure that its Buyers acknowledge and agree that the Transactions occur exclusively between the Buyer and the Merchant. Cartpanda and its Partners are not part of their Transactions and related purchases, nor are they buyers or sellers in relation to any Transaction.

4.6. Scope of Services. Cartpanda provides services to Merchants that include managing the Virtual Account and Transactions, and offering a hosted payment page to be integrated into the Merchant’s sales sites, aiming to enhance the payment experience for Buyers.

4.7. Transaction Confidentiality. Cartpanda will take all possible measures to maintain the confidentiality and security of Transactions and Merchants' information but cannot be considered responsible for losses or damages derived from the violation of such measures by third parties who use public networks or the Internet with the purpose of subverting the security system and/or accessing confidential information of Merchants.

4.8. Authorization of Transactions. The Merchant is solely responsible for obtaining the necessary authorizations from the Buyer in case of Transactions carried out in the form of recurring charges, when available, exempting Cartpanda from any responsibility regarding such Transactions.

4.8.1. Non-processing or cancellation. The Transaction, even after its approval, may not be processed or may be canceled by Cartpanda, at its sole discretion and at any time, in the hypotheses provided for in this Agreement.

4.8.2. Maximum amount of Transactions. Depending on the risk of each segment of activity and in exceptional circumstances, Cartpanda may define and change maximum amounts for carrying out Transactions.

4.8.2. Changes in Transaction procedures. The Merchant acknowledges that Cartpanda may, at its sole discretion, request changes in the procedures for carrying out Transactions, in order to obtain greater security.

4.8.3. Possibility of non-authorization. Cartpanda reserves the right not to authorize or not to carry out any Transaction that, at its sole discretion, violates these Terms. Cartpanda reserves the right to validate Transactions of the Merchant with its Final Customers and/or Buyers, with the express reservation that in case of difficulties in contacting such Final Customers and/or Buyers who carried out some operation and/or Transaction with the Merchant. These Transactions may not be completed, and the balances may be blocked until Cartpanda can verify their legitimacy.

4.9. Chargeback Causes. The causes of Chargebacks are: (I) the Buyer's right of regret or dissatisfaction with the purchase; (II) the Buyer not receiving the purchase items under the established conditions for delivery; (III) Buyer's doubts about the validity of the purchase; (IV) duplicate debits from the Buyer for a single purchase; and (v) unauthorized third-party purchase using the Buyer's credit card.

4.10. Responsibility for Chargeback. Cartpanda is not responsible for any disputes, Chargebacks, or purchase/payment blocks of any nature by the Buyer and will deduct at any time from the Merchant's balance the amounts related to refunded or blocked transactions or arising from Chargebacks.

4.10.1. Precautionary measure. If there is not enough balance in the Merchant's Virtual Account to satisfy the damage caused to Cartpanda or third parties and Cartpanda takes the legal actions to seek reimbursement, the Merchant agrees, from now on, with the granting of a precautionary measure for the blocking of as many assets as are necessary to satisfy the damage.

4.11. Blocking of the Virtual Account. The Merchant agrees that Cartpanda may, at its sole discretion, carry out the preventive blocking of the Virtual Account and the respective existing amounts therein, whenever it becomes aware of any indication of an act or conduct that may characterize illegal practice, violation of these Terms and/or the Terms of Use and Contracts of its Partners, or that represents infringement of the rights of other Merchants or third parties. Also, the balance retained in the referred Virtual Account may be used to cover attorney's fees incurred by Cartpanda, as well as to cover any Losses.

4.11.1. Maintenance of blocking. Considering that Cartpanda is not responsible for the Products offered by Merchants in its Solution, the preventive blocking will be maintained, as a rule, until (i) it is verified that the suspected act or conduct did not characterize illegal practice, based on criteria and exclusive evaluation of Cartpanda; (ii) the parties involved formalize the amicable resolution of the issue adequately; or (iii) by judicial order or determination of administrative authorities containing clear and specific identification of the content or act pointed out as infringing, allowing its adequate identification and adoption of the required measures. If the illegal nature of the conduct is confirmed, the preventive blocking will be converted into definitive, and the amounts eventually existing in the Virtual Account will only be released to those entitled and by judicial order.

4.11.2. Absence of penalty. It is emphasized that the preventive blocking mentioned above does not characterize the application of a penalty to Merchants, as it is a precautionary measure adopted with the sole objective of seeking to avoid the occurrence of damages, losses, or infringements of the rights of Merchants and/or third parties.

4.11.3. Blocking of ads and offers. In cases of blocking of the Merchant, all active ads and/or offers made will be automatically canceled, leaving the Merchant, for this reason, without any right to compensation or reimbursement.

4.12. Responsibility for Buyers' data. The Merchant declares to be aware that Cartpanda is not responsible before the Merchant for the veracity of the information provided by Buyers when carrying out the Transaction.

4.13. Retention of Values for Chargebacks. Cartpanda reserves the right to retain, for up to 180 days, 20% of the value of Transactions for guarantee of Chargebacks, disputes, chargebacks, cancellations, and the like. The fixed percentage, moreover, may be changed, reaching up to 100%, if a disproportionate increase in the cited occurrences and/or atypical movements is identified. In addition, the retention period may be extended in cases of ongoing judicial or administrative actions until there is a final decision and Cartpanda can ascertain the expenses generated by such a fact. In this context, the retained balance can be used to cover attorney's fees incurred by Cartpanda.

4.13.1. Right to reimbursement. Cartpanda reserves the right to reimburse the Buyer for any purchase for fraud control and Chargebacks. The amount reimbursed to the Buyer will be debited from the Merchant's Virtual Account.

4.14. Chargeback Rate. If the Merchant's Store's Chargeback rate is above 1.5% (one point five percent), Cartpanda reserves the right to block the Store's balance totally or partially for up to 120 (one hundred and twenty) days, to cover potential reimbursements and Chargebacks.

4.14.1. Increase in the Chargeback rate. If there are indications or suspicions of many new imminent Chargebacks, and Cartpanda identifies a future risk of the Chargeback rate increasing above 3% (three percent), whether due to suspicion of fraud, or due to low satisfaction of Buyers, Cartpanda reserves the right to cancel and reimburse part or all of the Merchant's Store sales, returning the money to Buyers, with the aim of avoiding Chargebacks.

4.15. Transactions Proven to be Fraudulent. In order to avoid the occurrence of Chargebacks, if the data used in Transactions associated with the Merchant appear in the list of data from Transactions proven to be fraudulent, passed on by the members of the payment network and/or Brands, as well as verified through internal anti-fraud systems, Cartpanda commits to carrying out the reversal of the amount, discounting the values directly from the Merchant's Virtual Account.

4.15.1. Assumption of risks. All Transactions are subject to approval by Cartpanda, the Institution, and/or the Issuer, as applicable. Despite such approvals, the Merchant hereby acknowledges and assumes all risks and responsibilities associated with conducting Transactions for all legal purposes. This includes, but is not limited to, the cancellation of Transactions, non-recognition or disputes by the Buyer, and cancellation of transfers, except as provided in specific policies.

4.15.2. Regularization of suspicious Transactions. According to the Payment Methods Market Rules, if the Merchant reaches a percentage of suspicious or irregular Transactions, the Merchant will be informed by Cartpanda to regularize the situation within 02 (two) days. Not doing so within the period determined by Cartpanda, it may suspend the Services or terminate this Agreement, without prejudice to compensation for losses and damages incurred by Cartpanda.

4.16. Cancellation of Recurring Charges. Buyers may cancel recurring charges at any time. Merchants are required to promptly notify Cartpanda if a Buyer requests to stop the services that initiated these charges. Failure to inform Cartpanda about such cancellations will result in any unrecognized charges being debited from the Merchant, without prejudice to other penalties outlined in this Agreement, including compensation, suspension, and termination of the Agreement.

4.17. Chargeback Analysis. Upon receiving notification of a chargeback, Cartpanda may allow the Merchant the opportunity to contest the chargeback. In such instances, the Merchant is required to respond within 10 calendar days: 

a) Provide valid proof of delivery or service provision for the Product;

b) Demonstrate the Buyer's involvement in specifying the Product;

c) Confirm delivery with an Acknowledgment of Receipt (AR) signed by the cardholder or buyer;

d) Supply a valid product shipping tracking code (verified by the Postal Service or carrier's website) in the Transaction details;

e) Submit all documentation requested by Cartpanda for review and potential release of the disputed payment; and

f) Show evidence of efforts made to resolve any commercial disputes with the buyer.

4.17.1. Failure to Submit Documents: If the Merchant fails to provide the documents and information required above, or if the Institution's findings are unfavorable to the Merchant confirming the chargeback, Cartpanda will deduct the owed amounts directly from the Merchant's Virtual Account. Cartpanda may also initiate a collection process for these amounts if the balance in the Merchant's Virtual Account is insufficient.

4.17.2. Merchant's Responsibility: In instances where Cartpanda determines that the chargeback stems from a commercial dispute, it reserves the right to debit from the Merchant's Virtual Account the amount related to the disputed purchase, as well as additional amounts to proportionally cover the costs associated with the dispute resolution process.4.17.1. Failure to send documents. If the Merchant does not send the documents and information listed above to Cartpanda, or if the result pointed out by the Institution is unfavorable to the Merchant confirming the Chargeback, Cartpanda will deduct the due amounts directly from the Merchant's Virtual Account, and may also use the collection process for the due amounts, if there is not enough balance in the Merchant's Virtual Account.

5. RIGHTS AND OBLIGATIONS OF THE MERCHANT

5.1. Adherence to Security Measures. The Merchant commits to comply with all terms and conditions set forth herein, as well as any additional conditions, operational and security rules defined by Cartpanda and communicated to the Merchant, in addition to the Rules of the Payment Methods Market.

5.2. Responsibility for Products. The Merchant hereby releases Cartpanda from any liability regarding the Products purchased by Buyers, including compliance with any applicable current legislation.

5.2.1. Cartpanda's Defense. The Merchant agrees to indemnify and defend Cartpanda from any legal actions, labor claims, and extrajudicial proceedings brought against Cartpanda and its Partners that relate to the activities conducted by the Merchant, fully compensating Cartpanda in the event of any condemnation due to an act or fact attributable to the Merchant.

5.2.2. Cartpanda as a Third Party. The Merchant acknowledges and declares that Cartpanda is not a party to the legal relationship established between the Merchant and the Buyer, and therefore, Cartpanda is exempt from any liability related to the content of the Transactions, including but not limited to the quality and nature of the Products offered by the Merchant, the sales price, discounts, and warranty conditions.

5.2.3. Indemnification to Cartpanda. The Merchant agrees to indemnify Cartpanda against any losses, damages, costs, and expenses incurred by Cartpanda due to non-compliance with the conditions set herein for the Services and any other instructions issued by Cartpanda, as well as due to any act, fact, action, or omission arising from fault or deceit by the Merchant.

5.2.4. Liability for Losses. The Merchant assumes responsibility for any Losses if Cartpanda is called to respond, whether through support, administratively or judicially, for the products offered by the Merchant. The amounts expended by Cartpanda may, at its sole discretion, be deducted from commissions, contractual balances, and other amounts due to the Merchant, up to the limit necessary to cover the costs incurred by Cartpanda due to actions, extrajudicial and judicial agreements made with third parties due to failures of the Products offered by the Merchant, as well as judicial condemnations and attorney fees. Thus, the Merchant agrees and authorizes, in advance, the retention and/or collection of said amounts by Cartpanda.

5.2.5. Right of Recourse. It is emphasized that Cartpanda, in making any type of agreement and/or judicial and extrajudicial compositions with third parties, will not assume, directly or indirectly, any responsibility for Products offered by the Merchant in the Cartpanda Pay Solution, thus preserving its right of recourse.

5.3. Data Updates. It is the Merchant’s obligation to inform Cartpanda and keep all its registration data, as well as that of its legal representatives, individuals authorized to execute payment instructions, and all participants in its shareholding chain, up to date. The Merchant must notify Cartpanda within ten (10) days of any changes to the information provided, including changes to its corporate structure, business name, corporate purpose, industry, business and email addresses, telephone numbers, and other relevant information.

5.4. Prohibitions. The Merchant must not conduct Transactions using the Cartpanda Pay Solution under the following circumstances:

5.4.1. In segments or business areas different from those registered in the Cartpanda Pay Solution, even if these segments are included in its corporate purpose.

5.4.2. In segments prohibited by Cartpanda’s Product Policy.

5.4.3. When the Merchant know or should know that the Buyer is prevented from carrying out the Transaction.

5.4.4. When the Buyer is under sixteen (16) years old.

5.4.5. When originating from operations different from the acquisition of the Products offered by the Merchant.

5.4.6. When intended to refinance the Buyer’s debts.

5.4.7. When the Transaction conditions disclosure of the Buyer's personal and non-transferable password.

5.5. Prohibition of Transactions to Oneself. The Merchant is prohibited from paying for transactions intended for itself, even if conducted through third parties. The sole purpose of the Services via Cartpanda Pay is to facilitate and consolidate payments involving different individuals and/or companies, legitimizing the intermediation of a transaction. Should the Merchant issue charges in its own name, its account may be suspended and/or terminated.

5.6. Prohibition of Sublicensing. The Merchant is not allowed to sublicense, market, or provide services that imply outsourcing the Services or tools available in the system, except by express authorization from Cartpanda.

5.7. Other Obligations. Without prejudice to other obligations assumed in this Agreement, the Merchant undertakes to:

5.7.1. Observe the current Brazilian and global legislation, as applicable, the Payment Methods Market Rules, and Cartpanda's guidelines for the accomplishment of the Services, under penalty of Cartpanda not being responsible before the Merchant under the terms of this Agreement, including regarding indications or suspicions of fraud in Transactions;

5.7.2. Guide Buyers on the payment conditions for acquiring Products, objectively and clearly;

5.7.3. Guarantee Cartpanda the availability of any information that may be requested regarding access, storage, transmission, or processing of Buyer's data;

5.7.4. Have a Domicile in Brazil to be maintained throughout the validity of this Agreement, observing the rules provided for domicile change; and

5.7.5. Ensure that its agents, Service providers provide the Buyer with an invoice/bill, receipt, and/or sale voucher, as required by applicable law, as well as store the sale voucher for at least 12 (twelve) months, including documents proving the acquisition of the Products.

5.8. Use of Third-Party Information. The Merchant commits to using Buyer information solely for executing Transactions as stipulated in this Agreement, unless explicit and specific consent has been obtained from the Buyers.

5.9. Information Sharing and Personal Data Protection. The Merchant authorizes Cartpanda and its Partners to collect, process, and share its registration, financial, and personal data with entities within the same economic group and financial institutions, regardless of their affiliation with the Cartpanda group. This is to facilitate the provision of Services outlined in this Agreement, in compliance with the General Data Protection Law, Law No. 13.709/2018, and other applicable regulatory requirements.

5.9.1. By agreeing to these Terms, the Merchant and the Buyer acknowledge that they have read in full and agreed to all conditions set forth in Cartpanda's Privacy Policy available on the website https://cartpanda.com.br/. This Privacy Policy may be modified from time to time as necessary, and for this reason, the Merchant commits to regularly checking it.

5.9.2. When processing personal data of the Merchant, Cartpanda will act as the “Data Controller.” However, when processing the personal data of the Merchant's Buyers, Cartpanda will act as the “Data Processor,” while the Merchant will be considered the “Data Controller” in this scenario.

5.9.3. Cartpanda will process personal data solely in alignment with the terms and purposes envisioned in this Agreement, as well as in compliance with applicable current legislation, and may share any data when requested by a competent authority.

5.9.4. Cartpanda will notify the Merchant when a request is made by an individual to access or delete their personal data, when such a request is related to its obligations under applicable data protection legislation or any other communication relevant to the processing of any personal data in connection with this Agreement. In this regard, the Merchant acknowledges that such requests may be subject to independent legal retention or confidentiality requirements, as permitted under the LGPD.

5.9.5. The Merchant and the Buyer acknowledge that Cartpanda will not be liable for any claims made by a data subject arising from any action or omission to the extent that such action or omission resulted from the Merchant’s failure to follow the guidelines provided in this document, in the Policies provided by Cartpanda, and in the aforementioned Privacy Policy.

5.9.6. The Merchants and Buyers acknowledge and agree that personal data collected under these Terms may be processed and stored in Brazil. As part of the Payment Intermediation Services, this personal data may also be transferred to other regions, including the United States. Additionally, Cartpanda may transfer certain personal and business-related data to Partners, such as processors, financial service providers, or their agents for processing, utilization, and recording. Should such information transfers take place, the data may be processed outside the jurisdictions specified in this clause, depending on the location of the respective Partner.

5.10. Inspection of the Merchant's Facilities. If applicable, the Merchant authorizes Cartpanda to inspect, at any time, its physical premises as well as the system support and security related to the Merchant's activities, to ensure compliance with the obligations set forth in this Agreement. Such inspections do not provide any warranty nor do they relieve the Merchant of its responsibilities regarding its Online Store.

5.11. Prohibition of Cookie Stuffing. The practice of "Cookie Stuffing" is prohibited. Any Merchant found violating this rule will be permanently banned from the Cartpanda Pay Solution.

5.12. Reclame Aqui Registration. If the Merchant offers products within Brazilian territory and/or conducts transactions in Brazilian Reais (BRL), it must mandatorily register on the Reclame Aqui website [https://www.reclameaqui.com.br/cadastro-empresa] to respond to potential Buyer inquiries. Failure to link their account on Reclame Aqui will result in the disapproval of their product. Products already active on the Platform that do not have an associated Reclame Aqui account will be suspended at any time without prior notice and may be removed from the Platform at the discretion of Cartpanda.

5.12.1. If a Buyer submits a complaint against the Merchant on the Reclame Aqui website concerning physical products, the Merchant has three (3) business days to respond to the Buyer and report the response to Cartpanda. If the Merchant fails to respond within the stipulated timeframe, Cartpanda will immediately cancel the transaction, processing a refund or chargeback of the purchase, regardless of whether the product has been shipped or delivered.

5.12.2. The Merchant must respond within two (2) business days to inquiries made to its support. If no response is given, Cartpanda may cancel the transaction and process a refund or chargeback to the Buyer, regardless of whether the product has been shipped or delivered.

6. CARTPANDA SUPPORT

6.1. Support. Cartpanda will provide support to the Merchant during business hours, considered from 09:00 a.m. to 6:00 p.m. on business days (Brasília time – Brazil), by email, live chat, or any other means implemented by Cartpanda. For contracts with Cartpanda BR: Access the Help Center at https://ajuda.cartpanda.com/pt-br/, featuring articles prepared by the Cartpanda support team. For contracts with Cartpanda USA or Cartpanda BV: Email support is available at support@cartpanda.com, or you can contact us by phone at +1-866-637-2482.

6.1.1. Discontinuation due to offenses. During the services provided, the use of profanity, inappropriate terms, obscene words, threats, and related, will result in the discontinuation of the Services.

7. COMMISSIONS AND FEES

7.1 Nature of the Services. The Merchant and the Buyer acknowledge that financial solutions, especially payment management, are not comparable to financial services and that Cartpanda relies on Partners to provide the Services, allocating part of the Commissions and Fees to them, available at [https://ajuda.cartpanda.com/pt-br/article/taxas-e-tempo-de-recebimento-1un8j6s/].

7.2 Grant of Powers by the Merchant and the Buyer. For Cartpanda to offer the Services, the Merchant and the Buyer hereby appoint Cartpanda as their agent, granting it the necessary powers of representation to take all necessary actions regarding the management of receivables generated by them through the Cartpanda Pay Solution (including the management of receivable schedules, through assignment and/or any means of credit disposal and/or conventional subrogation) including, but not limited to, negotiating with Buyers and/or third parties the operations planned for advanced receipts, further granting Cartpanda the specific powers to sub-delegate to any third parties the powers granted by this clause as long as it serves this purpose, committing to obtaining all necessary corporate authorizations for its valid representation.

7.3 Modes of Payment Management and Functions. The financial functionalities related to payment management at Cartpanda correspond to the following:

7.3.1. Spot Payment Intermediation Services (SIPV), charged to the Merchant.

7.3.2. Interest-Free Installment Payment Intermediation Service (“SIPP”), charged to Buyers.

7.4 SIPV. For the provision of payment management services, the Merchant will pay Cartpanda a one-time fee, covering tariffs, fees, and any other cost or expense that incurs on the provision of the Services. The fees charged by Cartpanda, available at [https://ajuda.cartpanda.com/pt-br/article/taxas-e-tempo-de-recebimento-1un8j6s/], will be:

7.4.1. A fixed percentage value per transaction captured using a credit or debit card according to a negotiated table.

7.4.2. A transfer fee (withdrawal), charged for each request made by the system. This fee applies both to successful transfers and transfers returned due to incorrect data.

7.4.3. An anticipation fee charged whenever the Merchant wishes to advance the receipt of a blocked amount or when the Merchant makes a withdrawal request after the established time and still wants to receive the values on the same day. This option will be made available by Cartpanda at its discretion, only for some platform users.

7.4.4. A fixed value for each paid invoice, which will be automatically debited from the amount received on the paid title.

7.4.5. A fixed value for each PIX Charge (QR Code) received, which will be automatically debited from the amount received on the QR Code.

7.4.6. A fixed value for each PIX payment made (except for individuals and sole proprietors).

7.4.7. Items 7.4.4., 7.4.5., and 7.4.6. do not apply to Transactions conducted by Cartpanda USA and Cartpanda BV.

7.5 SIPP. Cartpanda may provide Merchants the option to offer installment payments to their Buyers. When available, SIPP can only be offered to Buyers using Payment Instruments issued within Brazil. Installment dates will be set based on the Transaction date and will recur on the same day each month, or on the last day of the month if there is no equivalent date. The Merchant will receive each installment according to the disbursement timeline agreed upon with Cartpanda, starting from the scheduled installment date. If the installment's scheduled credit date falls on a non-business day, the credit will be processed on the next business day.

7.5.1. The Buyer is required to keep a valid payment method on file to cover all accrued and recurring fees. Cartpanda will charge the applicable fees using the payment method authorized by the Buyer ("Authorized Payment Method"). Cartpanda will continue to use this Authorized Payment Method to collect fees until the Services are concluded and all outstanding fees are settled in full.

7.5.2 The Merchant is jointly responsible for fulfilling the obligation set out in Clause 7.5.

7.6 Other Fees. Cartpanda reserves the right to create, change, or delete Fees at any time, subject to applicable legislation, even if a certain Cartpanda Pay Functionality was initially offered for free. The Merchant should check the information about such fees regularly and has the option to terminate the use of any Cartpanda Pay Functionality if they do not agree with the changes.

7.7 Revenues and Receipts of Cartpanda. Cartpanda's revenue does not include amounts owed to or collected on behalf of the Merchant, nor does it include any third-party revenues that pass through it. Cartpanda's revenue is solely comprised of fees and payments received for services it directly provides to Merchants.

8. RESPONSIBILITIES AND INDEMNIFICATIONS

8.1. Restriction of Service Provision. Cartpanda may, at any time, restrict the provision of Services for the sale of certain Products deemed inappropriate or undesirable according to its own evaluation criteria, which take into account the Rules of the Payment Methods Market, including regulations from Card Brands, Acquirers, and Payment Arrangement Institutors, as well as the risks associated with certain business sectors.

8.2. Aptitude for offering Products. The Merchant undertakes to maintain, at its own expense and risk, its Store legally capable of offering the Products. Furthermore, the Merchant must continuously provide a secure environment for carrying out Transactions.

8.3. Advertisements and Promotions. All statements, advertisements, promotions, trademarks, logos, and other information displayed or conveyed by the Merchant are the sole and exclusive responsibility of the Merchant.

8.4. Compliance with Legislation. The Merchant commits to comply with any law, norm, or regulation applicable to it and is solely and exclusively responsible for the payment of all due taxes and compliance with all obligations imposed by competent authorities, including labor, social security, tax, and consumer obligations.

8.5. Responsibility for Products. Without prejudice to other obligations set forth in these Terms, the Merchant is responsible for any claims, demands, and indemnifications of any nature arising from its activities, as well as for any issues regarding acceptance, quantity, quality, warranty, price, or suitability of the Products offered, including in cases of buyer's remorse. The Merchant must resolve any disputes directly with the Buyer.

8.6. Responsibility for Product Delivery. The Merchant is also responsible for the correct and timely delivery of the Product at the address indicated by the Buyer, being solely responsible for the confirmation of the delivery of the Product purchased by the Buyer.

8.6.1. Tracking Codes. The Merchant must provide Cartpanda with the tracking codes for the Products sent to Buyers within ten (10) calendar days from the shipment of the Products. If the Merchant fails to provide the tracking codes, or if irregularities are found (e.g., incorrect, duplicate, invalid codes, etc.), withdrawals from the Virtual Account will be withheld until the tracking code(s) are provided.

9. PREVENTION OF MONEY LAUNDERING AND FRAUDS

9.1. Prevention of Money Laundering. The Merchant is obligated to comply with all regulations regarding the prevention and combat against money laundering, concealment of assets, terrorism, and its financing, as well as other applicable laws and regulations. The Merchant must also effectively cooperate with authorities, regulatory and/or supervisory bodies, including consumer protection agencies, in providing data and/or information when legally permitted, taking all necessary measures within its responsibility to prevent such illegal activities.

9.2. Anti-Money Laundering Policy. The Merchant declares and guarantees that (i) it has a policy in place to prevent and combat the crimes of concealment of assets, rights and values, money laundering, and terrorism financing, in accordance with market best practices and current applicable legislation, particularly Law No. 9,613/98, and has adopted all necessary precautions and protections, proportionate to its size and activity; (ii) it complies with all obligations established by competent authorities to which it may be subject; and (iii) it does not engage in, nor will it engage in, any acts that could be considered as money laundering or concealment of assets, rights, or values, as well as any acts of terrorism financing.

9.3. Duty to Report. The Merchant must immediately inform Cartpanda of any situation that may be related to the concealment of assets, rights or values, money laundering, and/or financing of terrorism that could directly or indirectly affect Cartpanda.

10. CARTPANDA'S INTELLECTUAL PROPERTY

10.1. Intellectual Property. All Cartpanda's Intellectual Property, including the Cartpanda Pay Solution, is exclusively owned by Cartpanda and/or its partners or suppliers, including any enhancements, corrections, translations, changes, new versions, or derivative works, among others that modify or change it.

10.2. Fine for violation of Intellectual Property. Any violation of Cartpanda's Intellectual Property, with the occurrence of the hypotheses provided in the previous clause, will result in the Merchant being charged a fine equivalent to 60 (sixty) times the value of the Products offered, hereby authorizing its discount on Receivables and balances of the Merchant before the Solution, in the occurrence of such violations. The fine does not prevent supplementary compensation to be judicially determined.

10.3. Prohibition of using Intellectual Property. Merchants commit to not improperly use any Intellectual Property of Cartpanda, such as, but not limited to, the corporate name, domain names, Merchant titles, registered or deposited trademarks, as well as any other distinctive signs of the other party, including, but not limited to, designs or registerable signs and visual aspects of the platform, without prior authorization from the involved party, in writing, which may be general for the acts listed, being prohibited for any Merchant to use Intellectual Property without authorization.

10.4. Authorization to use Intellectual Property. Any authorization issued for the use of Cartpanda's Intellectual Property will be granted on a precarious basis, always in writing and exclusively for the purpose indicated in the said authorization.

11. CONFIDENTIALITY 

11.1. Confidential information. The Parties, by themselves, their employees, advisors, or agents, will maintain, including for five years after the end of the validity of these Terms, already in the post-contractual phase, the most complete and absolute secrecy about the clauses contracted here, data, materials, details, information, documents, monthly transaction volume, technical and commercial specifications that they may come to know or access, or that are entrusted to them, due to these Terms, of any addendum or commercial proposal, except in compliance and to the extent required by a possible judicial order. In this case, the Party will immediately communicate to the other, to give it the opportunity to oppose the revelation.

11.1.1. Losses and damages. In case of violation of Clause 11.1, compensation for losses and damages to be judicially determined will apply.

12. PREVENTIVE MEASURES AND SANCTIONS 

12.1. Public Registries. The Merchant must have an active and regular registration with the Brazilian Federal Revenue and Commercial Registry to use the Solution; otherwise, Cartpanda may immediately block the Merchant's account without prior notice.

12.2. Information to the Regulatory and Competent Body. In accordance with the guidelines of regulatory and competent bodies, aimed at preventing money laundering and financing of terrorism, Cartpanda reserves the right to communicate any Transaction involving the Merchant's and/or Buyers' data to the responsible bodies, including the Financial Activities Control Council – COAF, especially in cases of suspicious operations or whenever requested.

12.3. Punishment for violation of the Terms. Without prejudice to the application of other penalties provided for, any conduct contrary to the provisions of these Terms may be punished:

a) With the removal of a certain Product;

b) With the immediate suspension of access to the Merchant's Store; and

c) With the blocking of the Merchant's Store in the Cartpanda Pay Solution.

12.3.1. The punishments provided here will be applied at the exclusive discretion of Cartpanda, without prejudice to applicable legal actions in situations of Loss by the company itself or by third parties for determining compensation, including supplementary to ascertain losses and damages.

12.4. Receivables from removed Products. In cases of removal of Products offered in the Cartpanda Pay Solution, the Transactions related to the removed Product carried out prior to the removal may have their respective values blocked and/or refunded to Buyers. From the removal of the Product from a certain Store, no new transaction regarding such Product will be processed by Cartpanda's payment tools for that Store.

12.5. Receivables from suspended Store. In cases of suspension of access to the Merchant's Store, the Transactions related to the Products registered by that Store may continue to be carried out; however, the Merchant will not have access to any functionality of the Store, for example: no changes can be made to the registration data, bank data, or the registered contents, nor can any withdrawal of accumulated values in the respective Store be made.

12.6. Fraud to the payment system. In the case of suspicion or indications that the Merchant is employing fraudulent methods to manipulate the payment system and the tracking system, or any other form of fraud, Cartpanda reserves the right to immediately suspend the access of the Merchant suspected of fraud. Furthermore, eventually, Cartpanda may permanently block the access of the Merchant in question, also promoting the retention of balance, if applicable. It is important to note that the available balance and the balance of values to be received by this Merchant may be partially or totally used to reimburse Buyers, with the aim of preventing potential Chargebacks. Furthermore, Cartpanda may retain the balance as partial compensation for the damages incurred, as well as may transfer it to third parties harmed, by judicial order.

12.7. Right to Indemnification for damages. Cartpanda or any third parties harmed may take the legal actions due to the offenses or infractions of which they are victims or seek compensation for civil damages for non-compliance with these Terms, without this resulting in any right to compensation by Cartpanda to the Merchant sued.

12.8. Right of recourse. If any Buyer attributes to Cartpanda any responsibility arising from the Product (Chargeback, defective Product, etc.), Cartpanda may, as a precaution, retain sufficient balance from the Merchant to satisfy the damage alleged by the third party.

12.8.1. Precautionary measure. In the case where the available balance in the Merchant's registration is not sufficient to satisfy the damage caused to Cartpanda or third parties, and Cartpanda takes the legal actions to seek reimbursement, the Merchant agrees, from now on, with the granting of precautionary measures for the blocking of assets in a sufficient amount to fully satisfy the damage.

13. TERMINATION 

13.1. Termination and restriction of Services. Cartpanda may, at its sole discretion, terminate the availability of any functionalities of the Cartpanda Pay Solution offered and remove any Products offered. Cartpanda may also restrict the access of Merchants to any part, or all of the Services offered by the Cartpanda Pay Solution, at any time, with or without prior notice, and for any reason or motive.

13.2. Deregistration of the Merchant. The Merchant may stop using the Cartpanda Pay Solution at any time, for this purpose, it must remove all its Products, as well as be responsible for the delivery of any Product that has been purchased through previously disclosed links. In addition, the Merchant must proceed with its deregistration as a Merchant of the Cartpanda Pay Solution. However, the Merchant will continue to be responsible for the Products before the Buyers, under the terms of the applicable legislation.

13.3. Retention of values in case of termination. In any case, including termination, Cartpanda may, at its sole discretion, retain totally or partially the existing balance in the Merchant's Virtual Account, if it understands that such measure is necessary to guarantee the payment, compensation, and reimbursement due to any responsibility, obligations, or debt that the Merchant may have incurred with Cartpanda and/or third parties.

13.4. Termination due to commercial disinterest. The Merchant agrees that Cartpanda may, at its sole discretion, terminate the relationship with Merchants due to commercial disinterest, at any time, through simple communication. In the case of commercial disinterest, Cartpanda will transfer the amounts from the Merchant's Virtual Account to the account indicated by it and owned by it, retaining the amounts necessary to settle any Chargebacks from Transactions already carried out.

14. OTHER PROVISIONS 

14.1. Prohibition of Assignment. The Merchant may not assign the rights and obligations arising from these Terms without the prior written consent of Cartpanda. Cartpanda may assign the rights and obligations arising from these Terms, without the need to obtain the prior consent of the Merchant, through simple communication. Also, Cartpanda may make any change in its corporate control without the need for authorization from the Merchant or sending a communication to it.

14.2. Notifications. Any notice, requirement, communication, or interpellation related to these terms must be made in writing, either physically or electronically (email).

14.2.1. Effectiveness of the notification. It will only be effective against Cartpanda the change of address, physical or electronic (email), made by the Merchant in its registrations on the dashboard.

14.3. Disclosure. Cartpanda is authorized to disclose on its website and its promotional materials that it maintains a commercial relationship with the Merchant. This permission includes the possibility of using the brand and other distinctive signs of the Merchant.

14.4. Maintenance of the Contract. The inexistence, invalidity, or inefficacy of any provisions of these Terms will not prejudice the others. If any provision is invalidated, in whole or in part, the terms will be considered modified with the exclusion or modification, to the extent necessary, of the non-existent, invalid, or ineffective provision, in order to maintain the integrity of these Terms, to the extent possible, preserving the original intention of the Parties.

14.5. Amicable Solutions. Cartpanda commits to, whenever possible, trying to amicably resolve any disputes that arise with the Merchant.

14.6. Review of the Terms of Use. Cartpanda may periodically review and change these Terms to reflect changes and adjustments in its business, the Cartpanda Pay Solution, applicable legislation, or whenever Cartpanda deems necessary. In this sense, it is important that the Merchant and the Buyer regularly check these Terms. If the Merchant does not agree with any changes, they must proceed with the procedures to carry out their Deregistration, under the terms of item 13.2.

14.6.1. Effectiveness of the new version. Each new version of these Terms will come into effect on the day of its verification through the means provided by Cartpanda. The use of the Services of the Cartpanda Pay Solution after the publication of any of these new versions will constitute the Merchant and Buyer's acceptance of this Agreement, as modified.

14.7. Court. Regarding any disputes related to specific transactions on Cartpanda Pay, the exclusive jurisdiction for litigating these disputes will be determined by the specific Cartpanda entity that processed the transaction in question. For transactions conducted in Brazilian territory and in BRL, this Agreement will be governed by the laws of Brazil, and the exclusive venue for any actions or claims arising from or related to this Agreement will be the courts in São Paulo, SP, Brazil. If the transaction is conducted by Cartpanda USA, this Agreement will be subject to the laws and jurisdiction of Delaware, unless, upon reviewing the specific case, another jurisdiction is required. If the transaction is processed by Cartpanda BV in the Netherlands, the exclusive jurisdiction will be the courts of Amsterdam.

14.8. Responsibility for the Buyer's Experience: Cartpanda values people's autonomy, believing that its Users and Buyers should have the decision power over which Products they wish to acquire. Therefore, Cartpanda does not commit to performing prior control (editorial or of any other nature) or curating the Products. Cartpanda may perform checks on the registration of the Products, but it is not capable of determining whether the Products comply with all legal requirements, are suitable for the purposes they are intended for, nor can it determine the truthfulness, accuracy, and completeness of the information provided by Creators and Merchants. When acquiring a Product, the Buyer should verify the Product's and Merchant's and Creator's suitability for the purposes sought at the time of purchase, as well as the truthfulness of other information and characteristics provided in relation to the Product. Additionally, the Buyer voluntarily assumes all and any risk associated with the acquisition of the Product. This includes the risk of being exposed to content or merchandise considered offensive, indecent, or objectionable, or that the content of the Product broadcast may result in harmful or adverse physical or mental effects, for which the Buyer assumes full responsibility.

Updated version in April 2024.