EX-4.25 11 a425-firstamendmenttothema.htm EX-4.25 Document
Exhibit 4.25
REDACTED COPY
Certain identified confidential information has been redacted from this exhibit because both (i) it is
customarily and actually treated as private or confidential and (ii) it is not material.
Confidential portions of this Exhibit are designated by [*****].
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MASTERCARD BRASIL SOLUÇÕES DE PAGAMENTO LTDA.
Avenida das Nações Unidas, 14.171, Torre Crystal, 20 andar
São Paulo, SP.
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ADT:04563/21
FIRST AMENDMENT TO THE STRATEGIC ALLIANCE AGREEMENT AND INCENTIVE PROGRAM
This FIRST AMENDMENT TO THE STRATEGIC ALLIANCE AGREEMENT AND INCENTIVE PROGRAM (“First Amendment”) is entered into, on the date hereof, between MASTERCARD BRASIL SOLUÇÕES DE PAGAMENTO LTDA., limited liability corporation, headquartered in the City of São Paulo, State of São Paulo, at Avenida das Nações Unidas, 14.171, Rochaverá Corporate Plaza, Torre C Edifício Crystal Tower - 20º andar, enrolled with the Corporate Taxpayers’ Registry issued by the Ministry of Finance (“CNPJ/ME”) under No. [*****], herein represented pursuant to its articles of incorporation (“MASTERCARD BRASIL”); and PAGSEGURO INTERNET S.A., corporation headquartered in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, 1.384, 4º andar, parte A, Jardim Paulistano, CEP 01.451--001, enrolled with CNPJ/ME under No. [*****], herein represented pursuant to its articles of association (“CLIENT”). MASTERCARD BRASIL and CLIENT are hereinafter individually referred to as “Party”, and jointly as “Parties”.
Capitalized terms, whether in their singular or plural form, used in this First Amendment shall have their definitions set forth in the STRATEGIC ALLIANCE AGREEMENT AND INCENTIVE PROGRAM (“Agreement”) entered into between the Parties as of July 1st, 2020 (“Effective Date”)
WHEREAS:
a)As of July 1st, 2020, the Parties executed the Agreement with the purpose, but not limited to, of increasing the issuance of Mastercard PagSeguro Cards, as prepaid cards (“Mastercard PagSeguro Cards - Prepaid”), as well as the release of the new product defined in the Agreement as Mastercard PagSeguro Cards - Combo, which comprises Mastercard PagSeguro Credit Cards, with product code MLC, and the Mastercard PagSeguro Prepaid Cards, which can be used as debit cards, with product code OLS;
b)The Parties wish to adjust the terms of the Agreement to include new card products in the composition of Mastercard PagSeguro Cards - Combo, resulting in the composition of Mastercard Portfolio, namely, Consumer Standard Credit Cards, with product code MCS, and the Consumer Single Message Prepaid Cards, with product code ORL, as well as to amend the Client’s Goal and general conditions to receive the Incentives.
The Parties hereby decide to execute this First Amendment to the Agreement (“First Amendment”), pursuant to the following terms conditions:
I) AMENDMENTS TO THE AGREEMENT
I.1. Addition of Combo Consumer Cards to Mastercard Portfolio. The CLIENT is interested in, and MASTERCARD BRASIL agrees to, include the new products in the composition of Mastercard PagSeguro Cards - Combo in Mastercard Portfolio, namely, Combo Consumer Cards, which comprise the Consumer Standard Credit Cards (MCS) and the Consumer Single Message Prepaid Cards (OLR). The addition of the new combo Cards shall not change the total amount of the volume goals previously established in the Agreement, prevailing, for all purposes, the chart pursuant to item i.3 hereof.
I.2. Definition of Terms. To reflect the addition of the new products mentioned above, the Parties agree to adjust certain definitions provided in EXHIBIT A of the Agreement, which shall become in force with the following wording:
Mastercard PagSeguro Cards - Combo - means new product, combining credit and prepaid (single) methods, included in the CLIENT’s Mastercard Portfolio, namely:
(a)Mastercard PagSeguro Credit Cards, with the product code being MLC (“Mastercard Credit Microbusiness”);
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MASTERCARD BRASIL SOLUÇÕES DE PAGAMENTO LTDA.
Avenida das Nações Unidas, 14.171, Torre Crystal, 20 andar
São Paulo, SP.
imagem11.jpg
ADT:04563/21
(b)Prepaid Mastercard PagSeguro Cards (OLC), which is used as debit card, with product code being OLC (“Mastercard Prepaid Business Card – debit terms”);
(c)Mastercard PagSeguro Credit Cards, with the product code being MLC (“Standard Consumer”);
(d)Prepaid Mastercard PagSeguro Cards, with product code being OLR (“Consumer Single Message”).
Total POS Revenue - means the volume of revenue assessed for the period of twelve (12) months, resulted from Transactions made with Mastercard Pagseguro Cards, part of the Mastercard Portfolio, as credit charges (MLC and MCS), prepaid (OLC and ORL) and prepaid (dual message), and processed within Banknet Systems and GCMS (“Mastercard Global Clearing Management System”), excluding withdrawal transactions.
POS Revenue from Credit Portfolio (MLC and MCS) - means the volume of revenue assessed for the period of twelve (12) months, resulted from Transactions made with Mastercard Pagseguro Cards, as credit charges (MLC and/or MCS), which are part of the Mastercard Portfolio, and processed within Banknet Systems and GCMS (“Mastercard Global Clearing Management System”), excluding withdrawal transactions.
POS Revenue from Prepaid Portfolio (OLC and OLR) - volume of revenue assessed for the period of twelve (12) months for each Year, resulted from Transactions made with Mastercard Pagseguro Cards, as prepaid charges (OLC and/or OLR), and also accepting debit charges with the Maestro Brand, which are part of the Mastercard Portfolio, and processed within Banknet Systems and GCMS (“Mastercard Global Clearing Management System”), excluding withdrawal transactions.
Total ATM Revenue from Credit Portfolio (MLC and MCS) - volume of revenue assessed for the period of twelve (12) months for each Year, resulted from Transactions made with Mastercard Pagseguro Cards, as credit charges (MLC and MCS), captured by Mastercard ATM Network.
Mastercard Portfolio - means all portfolios including Mastercard PagSeguro Cards - Combo e Mastercard PagSeguro Cards - Pre-Paid, issued, sold and manages by the CLIENT, under “Mastercard” and/or “MAESTRO” brands, and which solely and exclusively include the products under this Agreement and the Incentive Program, namely:
a)Mastercard PagSeguro Credit Cards, with the product code being MLC (“Mastercard Credit Microbusiness”);
b)Mastercard PagSeguro Prepaid Cards (OLC), with product code being OLC (“Mastercard Prepaid Business Card – debit terms”);
c)Mastercard PagSeguro Credit Cards, with the product code being MCS (“Standard Consumer”);
d)Mastercard PagSeguro Prepaid Cards, with product code being OLR (“Consumer Single Message”); and
e)Mastercard PagSeguro Prepaid Cards, accepted as credit card in dual message, with product codes: MRW (“Mastercard Prepaid Business Card – credit terms”) and MGR (“Mastercard Prepaid General Spend Consumer”).”
1.3.Revenue Volume Goals. The chart in section 3.1.(iii) of the Agreement is amended, and shall be in force with the following wording:
“ ...
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MASTERCARD BRASIL SOLUÇÕES DE PAGAMENTO LTDA.
Avenida das Nações Unidas, 14.171, Torre Crystal, 20 andar
São Paulo, SP.
imagem11.jpg
ADT:04563/21
GOALS FOR VOLUME OF TOTAL POS REVENUE FOR MASTERCARD PORTFOLIO (R$)
PagSeguro
Cards from
Mastercard
Portfolio
POS Volume
(Credit) MLC +
 MCS
POS Volume
(Prepaid) OLC
+ OLR)
POS Incremental
Volume
(Prepaid)
POS Base
Volume
(Prepaid)
Total
Year 1
[*****]
[*****]
[*****]
[*****]
[*****]
Year 2
[*****]
[*****]
[*****]
[*****]
[*****]
Year 3
[*****]
[*****]
[*****]
[*****]
[*****]
Year 4
[*****]
[*****]
[*****]
[*****]
[*****]
Year 5
[*****]
[*****]
[*****]
[*****]
[*****]
Year 6
[*****]
[*****]
[*****]
[*****]
[*****]
Year 7
[*****]
[*****]
[*****]
[*****]
[*****]
I.4. Incentives. On account of the adjustments made above, the Parties agree that the wording of the Incentives provided in section 2.1., items “b”, “c” and “i” of the Agreement shall be in force with the following wording:
“2.1. (...)
b)Incentive on POS Revenue from Credit Portfolio (MLC and MCS). For the years from 2 to 7, MASTERCARD BRASIL shall provide the following amounts (BPS) to the CLIENT as a “Incentive on POS Revenue from Credit Portfolio (MLC and MCS)”, [*****]. The Incentive is subject to the achievement of at least [*****]of the goals for the Total POS Revenue Volume, for each year.
% of Volume
achieved (POS)
Years 2
to 7
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
*BPS (basis points): 1/10000; unit used to calculate the Incentives.
Applicable Conditions:
(I) Incentive on POS Revenue from Credit Portfolio (MLC and MCS) shall only be paid if [*****].
(i) If the CLIENT [*****].
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MASTERCARD BRASIL SOLUÇÕES DE PAGAMENTO LTDA.
Avenida das Nações Unidas, 14.171, Torre Crystal, 20 andar
São Paulo, SP.
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ADT:04563/21
(ii) The Incentive is calculated on [*****].
c)Incentive on POS Revenue from Prepaid Portfolio (OLC and OLR). From Year 2 to Year 7, MASTERCARD BRASIL provides to the CLIENT, as “Incentive on POS Revenue from Prepaid Portfolio (OLC and OLR)”, the following amounts [*****], and to the following chart for payouts:
% of Volume
achieved (POS)
Years 2
to 7
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
*BPS (basis points): 1/10000 unit used to calculate the Incentives’ amount
Applicable Conditions:
(i) Incentive on POS Revenue from Prepaid Portfolio (OLC and OLR) will be paid if [*****].
(ii) If the CLIENT [*****].
(iii) Incentive is calculated on [*****].
i)Incentive on Total ATM Revenue from Credit Portfolio (MLC and MCS). MASTERCARD BRASIL provides to the CLIENT, as “Incentive on Total ATM Revenue from Credit Portfolio (MLC and MCS)”, the amount equivalent to [*****].
% of Volume
achieved (POS)
Years 1
to 7
[*****]
[*****]
[*****]
[*****]
*BPS (basis points): 1/10000; unit used to calculate the Incentives.
Applicable Conditions:
(i) [*****].
(ii) [*****].
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MASTERCARD BRASIL SOLUÇÕES DE PAGAMENTO LTDA.
Avenida das Nações Unidas, 14.171, Torre Crystal, 20 andar
São Paulo, SP.
imagem11.jpg
ADT:04563/21
I.5. Conversion of Innovation Forum into Support for Training Considering that the Innovation Forum did not take place in the year of 2021, the funds provided in Section 1.1.2 of the Agreement, in the amount of [*****] shall be used for purposes of training at Mastercard Academy during Year 2 of the Agreement (“Incentive"), subject to the following conditions.
MASTERCARD BRASIL shall reimburse the CLIENT with the amounts disbursed [*****].
The CLIENT must spend the Incentive on [*****].
The annual amount of the Support for Training Incentive, established for Year 2 of the Agreement, is calculated on [*****].
I.6. Issuance of Mastercard PagSeguro Combo Cards. The issuance of Mastercard PagSeguro Combo Cards shall start within [*****] from the Agreement’s Effective Date, and Section 3.1(i) of the Agreement shall be in force with the following wording:
3.1. (...)
(i) Mastercard PagSeguro Card - Combo: The CLIENT shall release the Mastercard PagSeguro Card - Combo in up to thirteen (13) months, as from the Agreement’s Effective Date (“Release Date”), as credit and prepaid cards, but also accepting debit charges. The CLIENT is aware that MASTERCARD BRASIL has the intent to release the new product Prepaid Mastercard (DMC - Debit), as from the second semester of 2021. The Parties hereby agree that, due to the closeness of the new release, the CLIENT is not obliged to proceed with the reissuance or migration of any Mastercard PagSeguro Prepaid Card (“OLC”) for at least [*****] as from the Release Date of Mastercard PagSeguro Card - Combo. However, the CLIENT is aware that the product is subject to new conditions and rules. Thus, in order to include the new product into the CLIENT’s Mastercard Portfolio and to make it the subject matter hereof, the Parties hereby agree that they will negotiate, at the implementation of the new product, the new terms and conditions for the product, which shall be reflected in this Incentive Program, through contractual amendment. For clarification purposes, the contractual amendment will have the sole and exclusive purpose of adding the terms and conditions to the new product, and the CLIENT may not change any condition agreed upon herein with respect to the other products and Incentive.
III) RATIFICATION OF THE AGREEMENT’S CLAUSES
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MASTERCARD BRASIL SOLUÇÕES DE PAGAMENTO LTDA.
Avenida das Nações Unidas, 14.171, Torre Crystal, 20 andar
São Paulo, SP.
imagem11.jpg
ADT:04563/21
III.1. The Parties hereby ratify all other terms and conditions of the Agreement that were not expressly mentioned herein, which remain in force, without changes, including the venue clause and electronic signature clause.
IN WITNESS WHEREOF, the Parties execute this First Amendment, by their legal representatives, in the presence of two (2) witnesses, for all legal purposes, binding upon their represented parties and any successors or assignees thereof.
São Paulo, Monday, February 14, 2022.
PagSeguro Internet S.A.PagSeguro Internet S.A.
Full Name:Artur Galke SchunckFull Name:Leandro Roberto Rodrigues
Title:Chief Financial OfficerTitle:Treasury Officer
Mastercard Brasil Soluções de Pagamento LtdaMastercard Brasil Soluções de Pagamento Ltda
Full Name:Miltonleise FilhoFull Name:Paulo Frossard
Position:Senior Vice PresidentPosition:Vice-CEO
WITNESSES: 1.2.
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Completion Certificate
Envelope ID: 50924433E0B34425BE19DCC9C42CAF4DStatus:
Completed Subject: DocuSign: MASTER - Primeiro Aditivo ao CBA - ADT 04563.21 - 25FEV22.pdf
Source Envelope:
Document Pages: 6Signatures: 6Envelope Sent by:
Certificate Pages: 8Initials: 6Liza Alcazar
AutoNav: EnabledAv. Brigadeiro Faria Lima, 1.384
Enveloped Stamping (ID Stamping): EnabledSP, 01452-002
Time Zone: (UTC-08:00) Pacific Time (US & Canada)[*****] IP Address: [*****]
Record Tracking
Status: OriginalHolder: Liza AlcazarLocation: DocuSign
2/25/2022 6:40:41[*****]
AM
Signer EventsSignatureTimestamp
Liza Alcazar
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Sent: 2/25/2022 6:46:08 AM
lalcazar@uolinc.comViewed: 2/25/2022 6:46:25 AM
UOL - UNIVERSO ONLINE S/ASigned: 2/25/2022 6:47:00 AM
Security Level: E-mail, Account AuthenticationSignature established by: Signature image loaded
(None)Using IP Address: [*****]
Electronic Record and Signature Disclosure:
Not offered via DocuSign
Artur Gaulke Schunck
image_2.jpg
Sent: 2/25/2022 6:47:03 AM
[*****] Chief
Viewed: 2/25/2022 7:00:12 AM
Financial OfficerSigned: 2/25/2022 7:00:18 AM
Security Level: E-mail, Account AuthenticationSignature established by: Pre-set style
(None)Using IP Address: [*****]
Electronic Record and Signature Disclosure:
Accepted: 11/24/2020 12:09:02 PM
ID: 5a4c0fb4-f25d-4d6c-9dd3-5f36b01ffbcc
Deborah Barros [*****]
deboracopy.jpg
Sent: 2/25/2022 6:47:03 AM
Security Level: E-mail, Account AuthenticationViewed: 2/25/2022 6:49:05 AM
(None)Signed: 2/25/2022 6:49:13 AM
Signature adoption: Pre-selected Style IP
Address: [*****]
Electronic Record and Signature Disclosure:
Accepted: 12/1/2021 12:14:41 PM
ID: dd3fe090-66c1-490f-9844-e00969088eb5



Signer EventsSignatureTimestamp
Jessica Victoria Ferreira
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Sent: 2/25/2022 6:47:04 AM
[*****]Viewed: 2/25/2022 7:00:39 AM
Security Level: E-mail, Account AuthenticationSigned: 2/25/2022 7:01:01 AM
(None)Signature adoption: Pre-selected Style IP
Address: [*****]
Electronic Record and Signature Disclosure:
Accepted: 2/25/2022 7:00:39 AM
ID: 63aea22f-caf5-410a-8e8c-5b39c6ad01b5
Leandro Roberto Rodrigues
leandrocopy.jpg
Sent: 2/25/2022 6:47:04 AM
[*****] Treasury OfficerViewed: 2/25/2022 7:36:42 AM
Security Level: E-mail, Account AuthenticationSigned: 2/25/2022 7:36:54 AM
(None)Signature established by: Pre-set style
Using IP Address: [*****]
Electronic Record and Signature Disclosure:
Accepted: 2/25/2022 7:36:42 AM
ID: 52770672-003a-4e26-beb8-47556d009520
Miltonleise Filho
miltoncopy.jpg
Sent: 2/25/2022 6:47:04 AM
[*****] SeniorViewed: 2/25/2022 12:10:22 PM
Vice PresidentSigned: 2/25/2022 12:11:19 PM
Security Level: E-mail, Account AuthenticationSignature established by: Pre-set style
(None)Using IP Address: [*****]
Signed using cellphone
Electronic Record and Signature Disclosure:
Accepted: 6/17/2020 2:39:16 PM
ID: 3e689f15-858a-4f5d-aa24-c07069e905ec
Paulo Frossard
paulocopy.jpg
Sent: 2/25/2022 6:47:05 AM
[*****] Vice PresidentViewed: 3/3/2022 7:11:29 AM
Security Level: E-mail, Account AuthenticationSigned: 3/3/2022 7:11:38 AM
(None)
Signature established by: Pre-set style
Using IP Address: [*****]
Electronic Record and Signature Disclosure:
Accepted: 6/17/2020 2:07:33 PM
ID: d94afd78-197b-4c37-a68f-6586e20c5cfa



In Person Signer EventsSignatureTimestamp
Editor Delivery EventsStatusTimestamp
Agent Delivery EventsStatusTimestamp
Intermediary Delivery EventsStatusTimestamp
Certified Delivery EventsStatusTimestamp
Carbon Copy EventsStatusTimestamp
Witness EventsSignatureTimestamp
Notary EventsSignatureTimestamp
Envelope Summary EventsStatusTimestamp
Envelope sentHashed/Encrypted2/25/2022 6:46:08 AM
Certified deliverySecurity checked3/3/2022 7:11:29 AM
Signing completeSecurity checked3/3/2022 7:11:38 AM
CompletedSecurity checked3/3/2022 7:11:38 AM
Payment EventsStatusTimestamp
Electronic Record and Signature Disclosure


Electronic Record and Signature Disclosure created on: 02/07/2018 05:43:37
Parties agreed to: Artur Galke Schunck, Deborah Barros, Paulo Frossard
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Electronic Record and Signature Disclosure created on: 12/27/2017 6:27:37 AM
Parties agreed to: Jessica Victoria Ferreira, Leandro Roberto Rodrigues, Miltonleise Filho
CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORDS AND SIGNATURE DISCLOSURES
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From time to time, UOL - UNIVERSO ONLINE S/A may be required by law to provide you with certain written notices or disclosures. Described below are the terms and conditions for us to provide you with such notices and disclosures electronically through the DocuSign, Inc. (DocuSign) electronic signature system. Read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, confirm your agreement by clicking the ‘I agree’ button at the bottom of this document.
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If you elect to receive notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and provide services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of receipt of such paper notices or disclosures. To let us know that you are changing your mind, you must withdraw your consent using the DocuSign “Withdraw Consent” form on the signature page of a DocuSign envelope instead of signing it. This will indicate to us that you have withdrawn your consent to receive notices and disclosures electronically from us and you will no longer be able to use the DocuSign system to receive notices and consents electronically from us or to electronically sign documents sent by us.
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You may contact us to let us know of your changes on how we should contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically, as provided below: To contact us by email send messages to: [*****]
To contact us by email send messages to: UOL - UNIVERSO ONLINE S/A
To inform of your new e-mail address to UOL - UNIVERSO ONLINE S/A:
To let us know of a change in your e-mail address to which we should send notices and disclosures electronically to you, you must send us an e-mail to [*****] providing: your previous e-mail address and your new e-mail address. We do not require any other information from you to change your e-mail address. We do not require any other information from you to change your email address.
In addition, you must notify DocuSign, Inc. in order to reflect your new e-mail address in your DocuSign account by following the process for changing e-mail in the DocuSign system.
To request paper copies from UOL - UNIVERSO ONLINE S/A:
To request us to send you paper copies of the notices and disclosures previously provided by us to you electronically, you must send an e-mail to [*****] and provide: your e-mail address, full name, Brazil Postal address, and telephone number. We will charge you for the amount of the copies, if applicable.
To withdraw your consent to UOL - UNIVERSO ONLINE S/A:
To inform us that you no longer want to receive future notices and disclosures in electronic format you may:
(i)refuse to sign a document in your DocuSign session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent; or you may
(ii)send an e-mail to [*****] and provide your e-mail address, full name, Brazil Postal Address, and telephone number. We do not need any other information from you to withdraw consent. The consequences of your withdrawing consent for online documents will be that transactions may take longer to process. We do not require any other information from you to change your email address. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.
Required hardware and software**:
(i)Operating Systems: Windows® 2000, Windows® XP, Windows Vista®; Mac OS®
(ii)Browsers: Latest versions Internet Explorer® 6.0 or above (only Windows); Mozilla Firefox 2.0 or above (Windows and Mac); Safari™ 3.0 or above (only Mac)
(iii)PDF readers: Acrobat® or similar software may be required to view and print PDF files.
(iv)Screen Resolution: 800 x 600 minimum
(v)Enabled Security Settings: Allow per session cookies
** These minimum requirements are subject to change. If these requirements change, you will be asked to re-accept the disclosure. Pre-release (e.g. beta) versions of operating systems and browsers are not supported.



Acknowledging your access and consent to receive materials electronically:
To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please make sure you read this electronic disclosure and are able to print on paper or electronically save this page for your future reference and access or are able to e-mail this disclosure and consent to an e-mail address in which you will be able to print on paper or save this page for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format under the terms and conditions described above, let us know by clicking the “I agree” button below.
By checking the “I agree” box, I confirm that:
(i)I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORDS AND CONSUMER SIGNATURE DISCLOSURES; and
(ii)I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and (iii) Until or unless I notify UOL - UNIVERSO ONLINE S/A as described above, I consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by UOL - UNIVERSO ONLINE S/A during the course of my relationship with you.