Pangea Platform License Agreement

Title I — Object

• 1.1The object of this Agreement is the provision by PANGEA to the Contracting Party of a license to use the Platform, in SaaS mode, under the conditions specified herein, so that the Contracting Party can manage and make available to its customers ("Users") payment services by means of digital assets through the Platform ("License").
• 1.1.1The License to use the Platform will allow the Contracting Party to perform and offer the following operations ("Services"):
• (a)Acquisition of digital assets by the User, through the conversion of fiat currency into digital assets, carried out upon receipt of a fiat currency deposit made by the User ("On-Ramp Process");
• (b)Custody of digital assets exercised directly by the Contracting Party or by the User thereof by means of their own wallet, without the interference or responsibility of the Platform ("Custody Service");
• (c)Payment through digital assets ("Payment");
• (d)Withdrawal, by converting digital assets into fiat currency and subsequently sending the corresponding amount to the bank account indicated by the User ("Off-Ramp Process").
• 1.2This License allows the Contracting Party non-exclusive and non-transferable use of the Platform, through electronic access, and the Contracting Party is prohibited from using the Platform in any way other than that provided for in this Agreement, as well as the Contracting Party has no other rights in relation to the Platform, since this License does not constitute a sale of the Platform, its program, source, codes or any other intellectual property, being only a license of use for a determined period and provided that under the terms of this Instrument.
• 1.2.1PANGEA may, at its sole discretion, develop customizations as requested by the Contracting Party, provided that such customizations are possible and appropriate for use by all companies contracting the Platform. The implementation of any customization will be formalized in writing, becoming part of this Agreement as an annex, which will detail the costs, deadlines, scope and other applicable conditions. These customizations will be carried out in accordance with specifications, deadlines and budgets previously approved in writing by the Parties. It is established that the new functionalities, once approved, will be integrated into the Platform, becoming available to all PANGEA clients. There is no guarantee of exclusivity of use, unless specific conditions agreed between the Parties are previously stipulated in writing.
• 1.2.2The Contracting Party is aware and agrees that the Platform may be changed or updated at any time, at PANGEA's sole discretion, and without the need for prior notification to the Contracting Party, by means of new versions, and agrees to always use the latest version of the Platform made available by PANGEA. After the release of a new version, it will not be possible to use any previous versions. In addition, PANGEA reserves the right, at any time and at its sole discretion and without prior notice, to discontinue the Platform or replace it with another system(s). In such case, the Contracting Party shall have the option to contract the other system(s) or simply discontinue use of the Platform.
• 1.3The Contracting Party undertakes to use the Platform solely and exclusively for the purposes set out in this Agreement, and is prohibited from using the License for any purpose other than that described in this Agreement. The use of the Platform for any other purpose, whether commercial, private or related to third parties, without PANGEA's due authorization, will be considered a breach of this Agreement and may result in immediate termination, in addition to the application of applicable sanctions, including fines and damages.

Title II — Obligations of the Contracting Party

Without prejudice to others expressly contained in or arising from this Contract, the following are specific obligations of the Contracting Party:

• (a)Observe and comply with all laws, rules, regulations, resolutions, ordinances, codes and licenses applicable to its activities, whether federal, state or municipal, including, but not limited to, tax, labor, social security and environmental laws, rules, resolutions and regulations, including the outsourcing law, as well as those issued by the bodies responsible for regulating the Services;
• (b)Pass on to PANGEA in a timely, accurate and complete manner or, as the case may be, provide and supply directly, all information and documents required by laws, rules, regulations, resolutions, ordinances, codes and licenses, as well as those requested by competent authorities, including, but not limited to, regulatory bodies, tax authorities, judicial, administrative or any other government entities with powers of inspection and supervision;
• (c)Make the payments to PANGEA provided for in Title III of this Agreement in good time;
• (d)Be fully responsible for itself and its Users, for any breach of this Agreement, specifically with regard to the improper use of the Platform, being fully liable for any charges, losses and damages, material or moral, caused to PANGEA or any third party, arising from its fault, intent, negligence, recklessness or malpractice;
• (e)Register any and all information necessary to carry out operations or transactions;
• (f)Not carry out any activity or action that alters or disrupts the operation of the Platform;
• (g)Keep up to date with the payment of all taxes, fees, contributions, emoluments and other taxes or charges due that are its responsibility and respond in a timely manner to regulatory, labor, social security, tax, commercial or any other charges provided for in this Contract;
• (h)Be responsible for all content that it makes available and conveys through the Platform, including, but not limited to, links, products, services, resources, and the Contracting Party is prohibited from sharing or inserting content on the Platform that is racist, immoral, against good customs, prejudiced, offensive or that infringes third party rights, whether copyright, industrial or of any other kind;
• (i)Store information securely to prevent leakage and sharing of access data for consumption of the PANGEA API;
• (j)Answer for the veracity and timeliness of the data and information entered on the Platform, exempting PANGEA from any and all damage or loss arising from fraudulent, outdated, insufficient or incorrect information;
• (k)Carry out User identification and adopt anti-money laundering and anti-terrorist financing measures, know-your-customer procedures and other checks and screenings necessary to comply with internal compliance policies and applicable laws, at any time during User registration and use of the Platform by the User, and collaborate with PANGEA in the measures it adopts for these purposes; and
• (l)Never participate in the practice of any acts harmful to the image or name of PANGEA.
• 2.1.1The Contracting Party assumes full responsibility for transactions carried out by Users through the Platform, as well as for all content created and shared by Users on the Platform.
• 2.1.1-bThe Contracting Party is solely responsible for any failures, errors or irregularities in the operations of purchase of digital assets (on-ramp) and withdrawal of digital assets (off-ramp) carried out by Users. The Contracting Party agrees to hold PANGEA harmless from any liability related to problems with the conversion of fiat currencies to digital assets and vice versa, or any error arising from transactions carried out through the Platform.
• 2.1.2The Contracting Party shall provide, upon PANGEA's request, documentary evidence of compliance with anti-money laundering, data protection, and other regulations applicable to the use of the Platform. The Contracting Party also undertakes to take all necessary measures to ensure that its Users comply with applicable regulations, and is solely responsible for any breach by Users or third parties related to it.
• 2.1.3The Contracting Party agrees to hold PANGEA harmless from any liability, claim, demand or lawsuit that may arise by reason of the Users' use of the Platform, including, but not limited to, use related to transactions carried out through the Platform, content generated and shared through the Platform.
• 2.1.4The Contracting Party undertakes to ensure that all transactions carried out through the Platform, as well as any use of the Platform, comply with the Platform's Terms of Use and Privacy Policies, as well as applicable laws and regulations.
• 2.1.5In the event that PANGEA receives any notice or claim relating to Users' use of the Platform, the Contracting Party shall, at its own cost, assume the defense and settle the matter, indemnifying PANGEA for any resulting loss, damage, cost or expense.
• 2.1.6In the event that the use of malicious software, invasion or hacking by third parties of the Platform is suspected or verified, the Parties agree to cooperate jointly to identify those responsible and negotiate compensation for the damage, provided that the damage was not caused by the Contracting Party, its agents, employees, representatives, suppliers, Users or third parties linked to it.

Title II — Obligations of PANGEA

Without prejudice to any other obligations expressly contained in or arising from this Agreement, the following are specific obligations of PANGEA:

• (a)Observe and comply, in the provision of the Services, with all laws, rules, regulations, resolutions, ordinances, codes and licenses applicable to its activities, whether federal, state or municipal, including, but not limited to, tax, labor, social security and environmental laws, rules, resolutions and regulations;
• (b)Keep up to date with the payment of all taxes, fees, contributions, emoluments and other taxes or charges due that are its responsibility and respond in a timely manner to regulatory, labor, social security, tax, commercial or any other charges relating to the Services provided for in this Contract;
• (c)Make available the use of the Contract Platform and provide technical support, under the terms of this Contract; and
• (d)Use its best efforts to keep the Contracting Party free from any actions or claims of any nature related to the License.
• 2.2.1PANGEA shall not be held liable for data, information, transactions and/or operations lost due to lack of backup, improper use of the Platform or contrary to the provisions of this Agreement, nor for technical failures or momentary unavailability of the Platform. The Contracting Party is aware that it is solely and exclusively responsible for any operations or transactions carried out between itself and its Users, as well as for any operations or transactions carried out between its Users and third parties, since PANGEA is only responsible for making the technological infrastructure available to the Contracting Party.
• 2.2.2PANGEA shall not be liable under any circumstances for any failures and/or problems in the use of the Platform attributable to a faulty, interrupted or slow Internet connection or any other problems with the Internet connection or service of the Contracting Party or its Users.
• 2.2.3PANGEA's liability for any direct damages arising out of this Agreement, regardless of cause, shall be limited to the total amount paid by the Contracting Party in the last twelve (12) months preceding the event giving rise to the liability. In no event shall PANGEA be liable for indirect, consequential damages, loss of profits, loss of revenue, loss of data or business interruption.
• 2.2.4The Platform and services are provided "as is" and "as available" without warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement. PANGEA does not warrant that the Platform will be uninterrupted, error-free or completely secure, nor that it will meet any specific expectations or requirements of the Contracting Party.

Title III — Price of Services and Method of Payment

• 3.1For the Services provided for in Title I of this Agreement, the Contracting Party shall pay PANGEA the corresponding monthly amount, according to the subscription plan chosen, as specified in the Single Annex to this Agreement.
• 3.1.1Any fees charged by the Contracting Party to Users for their use of the Platform, as well as the negotiation conditions and any discounts that may be granted and their limits, will be defined in a specific contract for this purpose, to be entered into between the Contracting Party and the User, and will not affect the price to be paid by the Contracting Party to PANGEA, according to the subscription plan chosen.
• 3.2The payments to be made by the Contracting Party to PANGEA, under the terms stipulated above, shall be made by the agreed day of each month by means of deposit or electronic transfer to the account held by PANGEA, with the respective deposit or electronic transfer receipts serving as unequivocal and incontestable proof of the full discharge of such payments.
• 3.3In the event of default by the Contracting Party in the payment of the Services — which, at PANGEA's sole discretion, may suspend the granting of the License until effective payment by the Contracting Party of the outstanding installment(s) — the amount of the outstanding installment shall be subject to a penalty of 10%, interest on arrears of 1% per month and monetary correction. In the event of legal recovery, procedural costs and 20% attorney's fees must be added.
• 3.3.1PANGEA shall not be held liable for any loss or damage suffered by the Contracting Party or its Users as a result of the suspension of access to the Platform due to default. Reinstatement of the service will depend on full payment of the overdue installments plus the penalties provided for in this Agreement.
• 3.4Without prejudice to the adoption of other measures provided for by law, any delay in the payment provided for in Title III of this instrument for a period of more than 30 (thirty) days shall result in the immediate impediment of the Contracting Party's access to the Platform. If the delay persists for 60 (sixty) days, this Agreement may be terminated automatically by PANGEA, at no cost or expense to PANGEA. In this case, the Contracting Party will be responsible for paying the overdue installments plus a fine equivalent to 20% (twenty percent) of the monthly amount, in addition to any other costs that may have been incurred prior to termination.

Title IV — Term, Termination and Rescission

• 4.1This Agreement shall enter into force on the date of its signature and shall remain in force for an indefinite period.
• 4.2The Parties may, at any time, terminate this Agreement by giving prior express written notice in advance, and no compensation shall be due in respect of loss or damage, loss of profits or otherwise, and PANGEA shall be guaranteed receipt for the Services actually provided up to the date of termination and not yet paid for by the Contracting Party.
• 4.3This Agreement may be considered automatically terminated by either Party in the following cases: (a) breach by the other Party of any provision of this Agreement, without prejudice to the payment of any penalties and indemnities applicable in each case, under the terms of this Agreement or current legislation; or (b) declaration of insolvency, liquidation, bankruptcy or judicial or extrajudicial reorganization of the other Party, the termination in the latter case being valid from the date of the respective event, regardless of any communication issued by the innocent Party.
• 4.4In none of the cases of termination of this Agreement shall the Parties be entitled to retain any asset, right or information held by each other as a result of this Agreement, and the Contracting Party's access to the Platform and the tools and technologies made available by PANGEA during the term of this Agreement shall be immediately blocked upon termination of this Agreement.
• 4.4.1Upon termination of the Agreement pursuant to this Title IV, PANGEA shall send to the Contracting Party a single backup containing the data or any content stored on the Platform, and PANGEA shall not be responsible for adapting, integrating or migrating such data to other systems of the Contracting Party.
• 4.4.2The Contracting Party must respond within 48 hours (forty-eight hours) of receiving this backup. Once this period has elapsed, the absence of any manifestation by the Contracting Party automatically implies tacit acceptance of the same, and it is certain that PANGEA will keep this data stored for a further 60 (sixty) days, counting from the delivery of the backup, and it is not its obligation to keep it stored after this period, and may delete it from its server, definitively, automatically and independently of any notification to the interested party.
• 4.5The Contracting Party shall notify all Users of the end of the provision of the Services through the Platform in advance.
• 4.6Prior to the termination of this Agreement, the Contracting Party shall take all necessary measures to ensure that any digital assets still stored in Users' wallets, or their respective value in currency, are returned to the respective Users.
• 4.7Termination of this Agreement for any reason shall not relieve the Parties of their remaining responsibilities or obligations hereunder.

Title V — Confidentiality

• 5.1The Parties undertake not to disclose or divulge, for their own benefit or for the benefit of third parties, directly or indirectly, in whole or in part, alone or jointly with third parties, any and all information received from the other Party, which shall be treated as confidential ("Confidential Information"), except with the express written consent of the Party that originated the information.
• 5.2In the event that the receiving Party is legally obliged to disclose any Confidential Information by any court or competent governmental authority, it must notify the Party that originated the information, its controlling shareholders, subsidiaries, affiliates and/or suppliers, in writing, in advance and immediately, with sufficient time to allow them to adopt the appropriate legal measures to protect their rights and interests.
• 5.3A breach of any of the provisions of this clause by the Party shall result in the immediate termination of this Agreement.
• 5.4The confidentiality obligations set forth herein shall be valid for the term of this Agreement and shall remain so for an additional period of 2 (two) years after the termination of this Agreement.

Title VI — Processing of Personal Data

• 6.1The Parties agree that, within the scope of this Agreement, the processing of personal data will be conducted in accordance with applicable international laws on the protection of personal data, including but not limited to the General Data Protection Regulation (GDPR) of the European Union, the California Consumer Privacy Act (CCPA) of the United States, and other privacy and data protection regulations applicable to the jurisdictions where the Parties operate or where the personal data of the data subjects are located.
• 6.2Each Party shall be responsible for ensuring that the processing of personal data under its responsibility is carried out in compliance with applicable data protection legislation, undertaking to adopt all appropriate technical and organizational measures to guarantee the security and confidentiality of the personal data processed.
• 6.3The processing of personal data by the Parties shall be conducted in accordance with a valid legal basis as required by applicable data protection laws. The Parties shall ensure that data processing is carried out fairly, transparently, and for specified and legitimate purposes, always in accordance with the principles of data minimization and purpose limitation.
• 6.4In the event of an international transfer of personal data, the Parties guarantee that such transfers will comply with the applicable legal requirements for international transfers, including, where necessary, the adoption of standard contractual clauses approved by competent authorities, certification mechanisms, or equivalent guarantees that ensure the adequate level of protection for the data transferred.
• 6.5Each Party undertakes to ensure that data subjects are able to exercise their rights in accordance with applicable data protection laws, including, but not limited to, rights of access, rectification, erasure, portability and objection to the processing of their personal data. Both Parties will cooperate with each other to ensure that the rights of data subjects are respected and that the requests of data subjects are responded to in a timely manner.
• 6.6In the event of a personal data breach, the Party suffering the breach undertakes to immediately notify the other Party and take all reasonable measures to mitigate the effects of the breach. In addition, the Party that suffered the breach shall notify the competent authorities and data subjects as required by applicable laws and cooperate fully in resolving the incident.
• 6.7When personal data is no longer required for the performance of this Agreement or for legal or regulatory purposes, each Party shall ensure the secure and definitive deletion or anonymization of such data, as applicable.

Title VII — Anti-Corruption

• 7.1The Parties declare that they are aware of the rules on the prevention of corruption, money laundering, the financing of terrorism and the proliferation of weapons of mass destruction and undertake to comply with them faithfully, by themselves and by their partners, directors and collaborators, as well as to demand compliance by third parties contracted by them. Without prejudice to this obligation, both Parties hereby undertake, in exercising the rights and obligations provided for in this Agreement: (i) not give, offer or promise any valuable asset or advantage of any kind to public officials or persons related to them or any other persons, companies and/or private entities, with the aim of obtaining an undue advantage, influencing an act or decision or directing business unlawfully; and (ii) adopt the best practices for monitoring and verifying compliance with anti-corruption and anti-money laundering laws, the financing of terrorism and the proliferation of weapons of mass destruction, including by its partners, managers, employees and/or third parties contracted by them.
• 7.2Proven breach of any of the obligations set out in this clause shall be grounds for unilateral termination of this Contract, without prejudice to recovery of any losses and damages caused to the innocent party.

Title VIII — Intellectual Property

• 8.1The Contracting Party is aware that all materials made available, as well as brands, logos, videos, files, photos, texts, icons, drawings, sounds and others, methodology, models, tools, technologies, codes, licenses, engineering, data and/or information, including, without limitation, secrets and/or registration, financial, operational, economic, technical and programming information, as well as other commercial information, including "mailing" or "know-how", ideas, proposals, inventions, processes, operations, campaigns, products, improvements and commercial plans that are related, are the exclusive property and authorship of PANGEA, and are, in any case, protected by international laws and treaties, and their copying, reproduction or any other type of use is prohibited, under penalty of the application of the corresponding civil and criminal sanctions, in addition to the contractual fine.
• 8.2The Contracting Party is expressly prohibited from marketing, renting, sublicensing, copying, disassembling, decompiling, transferring, assigning, or in any way reverse engineering any part of the Platform, program or programs, including, but not limited to, inserting files on the Platform into any development tool search path in order to gain access to the Platform's Source Code.
• 8.3Any form of copying, modification, reproduction or duplication, even partial, of the Platform shall constitute an infringement of copyright, subjecting the Contracting Party, including on behalf of its subordinates and other co-responsible persons who have accessed unauthorized areas/data by permission or fault of the Contracting Party, to the appropriate civil and criminal sanctions.
• 8.4The obligations set out in this Clause shall remain in force even after the expiry, termination or rescission of this Contract.

Title IX — General Provisions

• 9.1All notices, notifications, complaints or communications to be made between the Parties in connection with this Agreement shall be made in writing and sent, by e-mail with receipt of confirmation, to the addresses of the Parties identified in the preamble to this Agreement, if others are not provided in due course by one to the other.
• 9.2Subject always to the provisions of this Agreement, PANGEA may assign or transfer, in whole or in part, its obligations or any other rights arising from this Agreement to companies within its own group, without prior authorization from the Contracting Party. For assignments or transfers to third parties that are not PANGEA group companies, the prior express written authorization of the Contracting Party shall be required.
• 9.3This Agreement does not establish any form of partnership, association, representation, joint and several liability or employment relationship between the Parties, to the extent that this Agreement is without any link of subordination or dependence of PANGEA on the Contracting Party, with PANGEA maintaining total autonomy in the exercise of its activities.
• 9.4This Agreement does not constitute any commitment of exclusivity on the part of either Party, which reserves the right, even during the term of this Agreement, to enter into agreements with third parties with the same or similar objects — always respecting the aforementioned right of confidentiality.
• 9.5This Agreement is entered into on an irrevocable and irreversible basis, binding the Parties and their successors in title and superseding and revoking any other prior agreements between the Parties, whether oral or written, with respect to its specific subject matter.
• 9.6Tolerance by either Party, at any time, of any breach of any clause or condition of this Contract shall not imply, nor may it ever be construed as, novation, nor shall it release the defaulting Party from paying the penalties and indemnities provided for in this Contract, nor from complying with its obligations hereunder, nor shall it prevent the aggrieved Party from taking appropriate measures to compel the other Party to comply strictly with all contractual provisions.
• 9.7Any modification, addition or reduction of the provisions of this Contract shall be subject to a written contractual amendment signed by the Parties.
• 9.8In the event that any of the provisions of this Agreement are found to be contrary to law, by any governmental authority or by arbitral or judicial decision, the remaining unaffected provisions shall remain in force and the parties shall amend this Agreement so as to bring it into compliance with such law or decision, with a view to maintaining, under the terms of such law or decision, the same or substantially similar effects to those arising from the original understanding of the Parties.
• 9.10The Contracting Party shall not publish or disseminate any content related to the Platform or the services provided by PANGEA without the prior written consent of PANGEA. The Contracting Party may also not use PANGEA's name, trademarks, logos or any promotional material relating to the subject matter of this Agreement without PANGEA's express written consent.
• 9.11This Contract is signed by the Parties by electronic means, the Parties acknowledging its full validity and enforceability, and its signature by witnesses is hereby waived.
• 9.12The Contracting Party may not assign, transfer or otherwise dispose of, in whole or in part, its rights and obligations under this Agreement without the prior written consent of PANGEA. Any assignment or transfer made in breach of this clause shall be deemed null and void and shall constitute just cause for the immediate termination of this Agreement by PANGEA, without prejudice to any penalties or damages that may be applicable.
• 9.13In the event of a merger, acquisition or change of control of PANGEA, the Contracting Party shall be notified and this Agreement may be transferred to the new successor entity of PANGEA. The Contracting Party may not terminate the Agreement on account of such merger or acquisition.
• 9.14This Agreement shall be governed by, construed and enforced in accordance with the applicable laws, without regard to any conflict of laws rules. The parties agree that all questions concerning the validity, interpretation, performance and enforcement of this Agreement shall be resolved in accordance with the substantive laws agreed between the Parties, regardless of jurisdiction.
• 9.14.1The parties further acknowledge and agree that any controversy or dispute arising out of this Agreement shall be construed exclusively in the light of the legal and regulatory provisions in force in the agreed jurisdiction, to the exclusion of any conflict of laws rules that may result in the application of the laws of any other jurisdiction.
• 9.14.2The parties expressly waive any provisions of public policy, mandatory rules or other obligatory provisions of any other jurisdiction that may contradict the choice of applicable law provided for herein.
• 9.15The Parties agree that any and all disputes, controversies, or claims arising out of or relating to this Agreement, including but not limited to its interpretation, performance, or termination, shall be resolved by binding arbitration, administered in accordance with the applicable Arbitration Rules in effect at the time the arbitration is initiated.
• 9.15.1The arbitration shall be conducted by one or three arbitrator(s) appointed in accordance with the applicable rules. The arbitration proceedings shall be conducted in the English language, and the governing law shall be as agreed between the Parties.
• 9.15.2The arbitration award shall be final and binding upon the Parties, and may be enforced in any court of competent jurisdiction. The Parties hereby waive any right to any form of appeal or recourse to any court or other judicial authority, except for the enforcement of the arbitral award or the pursuit of interim relief prior to the constitution of the arbitral tribunal.
• 9.15.3Both Parties agree that any other venue or jurisdiction, however privileged it may be, is hereby waived in favor of the arbitral proceedings as provided herein.