Document

EX-4.32 16 a432-englishtranslationoft.htm EX-4.32 Document


						Exhibit 4.32

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 [*****].


4TH AMENDMENT TO THE CLOUD AWS AGREEMENT

By this private instrument, the Parties, on one side,

PAGSEGURO INTERNET INSTITUIÇÃO DE PAGAMENTO S.A. (formerly known as PAGSEGURO INTERNET S.A., headquartered at Avenida Brigadeiro Faria Lima, No. 1384, 4º andar, Part A, City of São Paulo, State of São Paulo, enrolled with the Brazilian Corporate Taxpayers’ Registry (“CNPJ/MF”) under No. [*****], herein represented pursuant to its Bylaws, hereinafter simply referred to as “CLIENT ”;

REGISTRASEGURO S.A., headquartered at Avenida Brigadeiro Faria Lima, No. 1384, 5º andar, City of São Paulo, State of São Paulo, enrolled with the CNPJ/MF under No. [*****], herein represented pursuant to its Bylaws, hereinafter simply referred to as “CLIENT 2”;

COMPASS.UOL S.A. (formerly known as COMPASSO INFORMATICA S/A., headquartered at Alameda Barão de Limeira, 425, 7º andar, Campos Elíseos, City of São Paulo, State of São Paulo, enrolled with the CNPJ under No. [*****], herein represented pursuant to its Articles of Association, hereinafter simply referred to as “SERVICE PROVIDER", and together with the CLIENTS, simply referred to as “Parties”.

WHEREAS:

I.The Parties have entered into, on January 1st, 2017, a CLOUD AWS agreement, by means of which the CLIENT acquired from UOL DIVEO, AWS’s resale partner, products and services provided to CLIENT directly by AWS, as per the terms of use adhered, available at: https://s3-us-west-2.amazonaws.com/legal-reseller/AWS+Reseller+Customer+License+Terms.pdf (periodically updated by AWS) (“Agreement”);

II.The Parties wish to amend the commercial conditions of the Purchase Order;

Now, therefore, the Parties have agreed, pursuant to law, to enter into this 4th Amendment to the Purchase Order (“Amendment Instrument”), which shall bind the Parties and their successors at any time and at any rate, under the following terms and conditions:

SECTION ONE - PURPOSE

1.1. As per negotiation between the Parties, the purpose of this instrument is to change the commercial conditions provided in the Purchase Order, pursuant to the conditions described below and, supplementary, the conditions described in the Business Proposal - AWS PPA Renewal, which once it is duly initialed, it becomes an integral part hereof.

Page 1 of 4

1.1.1 The Minimum Allowance Values included in Field 2 - Scope Description shall be effective with the following wording:


FIELD 2 - SCOPE DESCRIPTION
AWS SERVICE RESALE - EDP
CATEGORY: ON DEMAND with minimum annual allowance
FIELD 2.1 - AWS NET CONSUMPTION: MINIMUM ANNUAL ALLOWANCE
1st year	2nd year	3rd year	4th year
From 11/1/2022 to	From 11/1/2023 to	From 11/1/2024 to	From 11/1/2025 to
10/31/2023	10/31/2024	10/31/2025	10/31/2026
[*****]	[*****]	[*****]	[*****]

Page 2 of 4


FIELD 2.2 - WORKLOAD CREDITS: [*****]
FIELD 2.3 - CREDIT FOR TRAINING, HACKATHON AND RE:INVENT [*****] Confidential information redacted

1.1.2. Sections 3.2.1, 3.2.2, 3.3.1, 3.3.2, 3.10 and 3.10.1 of Field 2 - Commercial Conditions shall be effective with the following wording:

“3.2.1. Considering the commercial benefits achieved from this deal, if the CLIENT wishes to fully or partially terminate the Agreement without reason, before the period agreed in section 3.2 above, the CLIENT shall [*****];

3.2.2. After the forty-ninth (49th) day of effectiveness of the Agreement, the CLIENT is [*****].

3.3.1 AWS Consumption Calculation: The measurement of AWS Cloud Services used from the first to the last month to be assessed [*****].

3.3.2. Marketplace Consumption Calculation: [*****].

3.10.The AWS Regions described in the URL link below are eligible for contract: https://aws.amazon.com/pt/about-aws/global-infrastructure/regions_az/?p=ngi&loc=2, and any other AWS regions where AWS may include from time to time upon written notice to you, except Mainland China Regions.

3.10.1.The Eligible Services described in the URL links below are used in the regions listed above, provided that they are consumed through EDP AWS ID Account, provided in the Technical Proposal included in this Agreement.

https://solutionprovider.s3.amazonaws.com/Solution+Provider+Eligible+Services+List.pdf

https://commitment-eligible-products-list.s3.amazonaws.com/Commitment+Eligible+Products+SP.pdf

1.1.3. The Parties also agree on the removal of sections 3.4 and 3.5 of Field 3 - Commercial Conditions, as the support scope is no longer provided.

Page 3 of 4

1.2 Moreover, the scope of this instrument includes formalizing the changes concerning PTAX and MarketPlace Factor for AWS, pursuant to the conditions set below:

AWS Ptax

-[*****];

MarketPlace Factor

[*****]

2. RATIFICATION

2.1 The Parties ratify all other terms and conditions of the Agreement, making it clear that the terms and clauses that have not been expressly changed by this Amendment shall remain unchanged and fully effective.

2.2.The Parties hereby acknowledge that electronic, digital, and computerized signatures are valid and fully effective, constituting instrument enforceable out-of-court for all legal purposes, even if such signatures or certifications are not under ICP-Brazil standards, pursuant to the provisions in paragraphs of Article 10 of the Provisional Presidential Decree No. 2,200/2001 in force in Brazil. Therefore, this Amendment may be signed by such means.

São Paulo, Tuesday, October 25, 2022.


PAGSEGURO INTERNET INSTITUIÇÃO DE PAGAMENTO S.A.
Artur Gaulke Schunck			Leandro Roberto Rodrigues

REGISTRASEGURO S.A.

Renato Bertozzo Duarte Wilson Gomes de Lima

Witnesses:


COMPASS.UOL S.A.
Marcelo Moojen Epperlein			Rogildo Torquato Landim

Andrea Spolavori Perez

Name:

Cesar Augusto Felix Leite

Vanessa P Souza

Page 4 of 4

3[*****] Confidential information redacted


Completion Certificate
Envelope ID: A1FE5AEF52994958AD006DB36F28D499		Status:
Completed Subject: PAGSEGURO \| Billing AWS - Readequação PTAX AWS e Fator MKTP + PPA AWS
Source Envelope:
Document Pages: 38	Signatures: 9	Envelope Sent by:
Certificate Pages: 10	Initials: 61	Raphaela Queiroz da Costa
AutoNav: Enabled		Av. Brigadeiro Faria Lima, 1.384
Enveloped Stamping (ID Stamping): Enabled		SP, 01452-002
Time Zone: (UTC-08:00) Pacific Time (US & Canada)		[***] IP Address: [***]


Record Tracking
Status:	Original	Holder: Raphaela Queiroz da Costa [*****]	Location: DocuSign
	10/27/2022 7:48:59 AM


Signer Events		Signature	Timestamp
Saedio Dias de Souza Filho			Sent: 10/27/2022 8:13:15 AM
[*****] LAWYER			Viewed: 10/27/2022 8:24:05 AM
UNIVERSO ONLINE S.A.			Signed: 10/27/2022 8:24:27 AM
Security Level: E-mail, Account Authentication		Signature adoption: Signature image loaded Using IP Address: [*****]
(None)

Electronic Record and Signature Disclosure:
	Not offered via DocuSign

Andrea Spolavori Perez [*****]			Sent: 10/27/2022 8:24:37 AM
Security Level: E-mail, Account Authentication (None)			Viewed: 10/27/2022 8:25:31 AM
			Signed: 10/27/2022 8:25:43 AM
		Signature adoption: Pre-selected Style IP Address: [*****]

Electronic Record and Signature Disclosure:
	Accepted: 2/23/2022 4:46:03 AM
	ID: 6d4e4a58-8937-4b2b-b736-16ae1d9a9a03

Marcelo Moojen Epperlein			Sent: 10/27/2022 8:24:38 AM
[*****] CFO			Viewed: 10/27/2022 8:30:41 AM
Compasso Tecnologia Ltda			Signed: 10/27/2022 8:30:58 AM
Security Level: E-mail, Account Authentication (None)


Electronic Record and Signature Disclosure:
	Accepted: 8/31/2018 1:30:22 PM
	ID: 774a953a-502f-490e-8d30-287bcf760845

	Rogildo Torquato Landim		Sent: 10/27/2022 8:24:38 AM
	[*****] CEO		Resent 10/27/2022 8:58:15 AM
	Security Level: E-mail, Account Authentication		Resent 10/27/2022 9:08:11 AM
	(None)	Signature established by: Pre-set style	Viewed: 10/27/2022 9:47:39 AM
		Using IP Address: [*****]	Signed: 10/27/2022 9:47:55 AM

Electronic Record and Signature Disclosure:


Signer Events		Signature	Timestamp
	Accepted: 4/30/2021 11:24:53 AM
	ID: cb7aa00e-837d-42a7-91b9-c1b3b18ebf8d

Vanessa Peres de Souza			Sent: 10/27/2022 8:24:38 AM
[*****]			Viewed: 10/27/2022 8:28:24 AM
Security Level: E-mail, Account Authentication			Signed: 10/27/2022 8:29:43 AM
(None)		Signature adoption: Pre-selected Style IP
		Address: [*****]

Electronic Record and Signature Disclosure:
	Accepted: 10/27/2022 8:28:24 AM
	ID: 3f146e77-9379-4d89-b718-d9f9a3e79ca6

Artur Gaulke Schunck			Sent: 10/27/2022 9:48:04 AM
[*****] Chief Financial			Viewed: 10/27/2022 10:17:32 AM
Officer			Signed: 10/27/2022 10:17:49 AM
Security Level: E-mail, Account Authentication
(None)		Signature established by: Pre-set style
		Using IP Address: [*****]

Electronic Record and Signature Disclosure:
	Accepted: 5/1/2021 3:19:10 AM
	ID: fa0c9073-addf-4780-b419-41a5b944e0e2

Cesar Augusto Felix Leite			Sent: 10/27/2022 9:48:04 AM
[*****]			Viewed: 10/27/2022 10:09:07 AM
Security Level: E-mail, Account Authentication			Signed: 10/27/2022 10:10:34 AM
(None)		Signature adoption: Pre-selected Style IP
		Address: [*****]

Electronic Record and Signature Disclosure:
	Accepted: 1/20/2020 5:31:12 AM
	ID: 287d4845-1031-45ca-b77b-d50376b7381b

Leandro Roberto Rodrigues			Sent: 10/27/2022 9:48:05 AM
[*****] Treasury Officer			Viewed: 10/27/2022 10:07:06 AM
Security Level: E-mail, Account Authentication			Signed: 10/27/2022 10:07:32 AM
(None)
		Signature established by: Pre-set style
		Using IP Address: [*****]

Electronic Record and Signature Disclosure:
	Accepted: 10/27/2022 10:07:06 AM
	ID: 1b1d463c-6321-4dcb-81fb-0702cccea7fa

Renato Bertozzo Duarte			Sent: 10/27/2022 9:48:05 AM
[*****] HEAD OF UNIVERSO ONLINE			Viewed: 10/27/2022 10:05:46 AM
LEGAL DEPARTMENT			Signed: 10/27/2022 10:06:00 AM
Security Level: E-mail, Account Authentication		Signature adoption: Signature image loaded
(None)		Using IP Address: [*****]

Electronic Record and Signature Disclosure:


Signer Events		Signature	Timestamp
	Not offered via DocuSign

Wilson Gomes de Lima			Sent: 10/27/2022 9:48:06 AM
[*****]			Viewed: 10/27/2022 10:41:19 AM
Security Level: E-mail, Account Authentication			Signed: 10/27/2022 10:46:32 AM
(None)
		Signature adoption: Pre-selected Style IP
		Address: [*****]

Electronic Record and Signature Disclosure:
	Accepted: 10/27/2022 10:41:19 AM
	ID: 7da36bfb-83d5-4825-b8d0-702590ab282e


In Person Signer Events		Signature	Timestamp

Editor Delivery Events		Status	Timestamp

Agent Delivery Events		Status	Timestamp

Intermediary Delivery Events		Status	Timestamp

Certified Delivery Events		Status	Timestamp

Rafael Silva de Oliveira [*****]		Viewed	Sent: 10/27/2022 9:48:06 AM
Security Level: E-mail, Account Authentication			Viewed: 10/27/2022 9:49:26 AM
(None)
		Using IP Address: [*****]

Electronic Record and Signature Disclosure:
	Accepted: 10/27/2022 9:49:26 AM
	ID: 33ce19b0-8599-4e74-af48-96b61bfa9e26

Carbon Copy Events		Status	Timestamp

Rafael Silva de Oliveira [*****]		Copied	Sent: 10/27/2022 11:17:03 AM
Security Level: E-mail, Account Authentication (None)
Electronic Record and Signature Disclosure:
	Accepted: 10/27/2022 10:26:27 AM
	ID: f646c241-6570-4420-8b1f-c38233152902

Raphaela Queiroz da Costa [*****]		Copied	Sent: 10/27/2022 11:17:03 AM
Security Level: E-mail, Account Authentication
(None)
Electronic Record and Signature Disclosure:
	Accepted: 6/15/2021 4:47:01 AM
	ID: 31e69e8e-d4dd-497c-bc07-c7279665f43f

Witness Events		Signature	Timestamp

Notary Events		Signature	Timestamp

Envelope Summary Events		Status	Timestamp

Envelope sent		Hashed/Encrypted	10/27/2022 8:13:15 AM
Certified delivery		Security checked	10/27/2022 10:41:19 AM
Signing complete		Security checked	10/27/2022 10:46:32 AM
Completed		Security checked	10/27/2022 11:17:06 AM

Payment Events		Status	Timestamp

Electronic Record and Signature Disclosure

Electronic Record and Signature Disclosure created on: 2/7/2018 5:43:37 AM

Parties agreed to: Andrea Spolavori Perez, Marcelo Moojen Epperlein, Rogildo Torquato Landim, Vanessa Peres de Souza, Artur Gaulke Schunck, Cesar August

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By checking the “I agree” box, I confirm that:

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(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.

Electronic Record and Signature Disclosure created on: 12/27/2017 6:27:37 AM Parties agreed to: Leandro Roberto Rodrigues, Wilson Gomes de Lima

CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORDS AND SIGNATURE DISCLOSURES

Electronic Record and Signature Disclosure

Getting paper copies

Withdrawing your consent

Consequences of changing your mind

All notices and disclosures will be sent to you electronically

How to contact UOL - UNIVERSO ONLINE S/A:

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.

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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:

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