PhizPay Account Opening Agreement

The parties to this Agreement are:

(I) The contracting party, the Client, whether an individual or a legal entity, duly registered on the PhizPay app or website for the use of its services;

(II) The contracting party, Phiz App LTDA, headquartered at Avenida José Silva de Azevedo Neto, 00200, Block 3, Room 101, Barra da Tijuca, Rio de Janeiro – RJ, ZIP Code 22775-056, Brazil, registered under CNPJ No. 49.815.811/0001-30, hereinafter referred to simply as "Phiz."

You acknowledge and agree that, by using PhizPay, you will be required to accept the PhizPay Account Opening Agreement.

1.1 This Agreement sets forth the terms and conditions for your access to and use of the digital account services (hereinafter referred to as "PhizPay"). This Agreement is entered into between you and Phiz App LTDA (hereinafter referred to as "Phiz" or "we"). By using PhizPay, you represent that you have fully read this Agreement prior to starting to use the services. By completing the PhizPay registration process, you agree to and fully accept the terms and conditions of this Agreement, which shall be legally binding. If you do not agree with all the terms and conditions set forth herein, do not proceed with the registration process.

1.2 We reserve the right to revise and update this Agreement at any time by publishing the updated version on the PhizPay app. The revised version shall take effect immediately upon its publication. By continuing to use the PhizPay services, you acknowledge and agree that you will be bound by the most recent version of the Agreement, as periodically updated.

2.1 The Client must complete the registration information on the App or Website. The Client may use the Services as a Merchant Client, by providing the specific information required for such registration.

2.1.1 To use the Service, the Client must provide the information requested by PhizPay, verify their identity, and submit any additional documents and data necessary to use the different Services.

2.1.2 The Client may not provide the same email address or the same CPF or CNPJ as an already registered Client, nor provide other data that indicate the Client is already registered, except in the case of registering to use the Services as a Merchant Client. In such case, there will be a single PhizPay Account held by the Client.

2.1.2.1 In the event of a registration inconsistency, the primary data for confirming ownership of the Client's PhizPay Account shall be the Client's CPF or CNPJ, as applicable.

2.1.3 PhizPay may consolidate the Client's PhizPay Accounts, as well as the available funds and debts, and/or cancel any excess PhizPay Accounts, including their respective registration data, logins, and passwords, if the Client already has another previously registered PhizPay Account, in order to ensure that, under this Agreement, the Client maintains only one active PhizPay Account.

2.1.4 To register, the Client must have a valid email address and provide it during the registration process on the Website or App.

2.1.5 The Client must complete the registration with accurate, truthful, and complete information and must update their data within a maximum period of five (5) business days whenever a change occurs. The Client is civilly and criminally liable for the truthfulness and accuracy of the information provided in the forms.

2.1.6 The Client must immediately notify PhizPay through the Customer Service Channels if they no longer have a residential address in Brazil.

2.1.7 PhizPay may request additional data and documents from the Client as it deems necessary, as well as use all means authorized by law and/or by this Agreement to confirm the Client's place of residence. PhizPay is authorized to block the Client's PhizPay Account, suspend and/or revoke the approval of any Commercial Transactions, and prevent any Payments, Transfers, or investments from being made, without prejudice to other measures provided for in this Agreement and without the Client being entitled to any compensation or reimbursement.

2.2 The Client will have a personal and non-transferable password for using the Service, which must be entered along with their login (email or CPF) whenever they wish to use the Service. The Client undertakes to keep their password confidential and not to disclose their login or password to any third party.

2.2.1 In the event of loss, misplacement, or unauthorized access to their login and password, the Client must immediately notify PhizPay through the Customer Service Channels so that the necessary measures can be taken to block access to their PhizPay Account. The Client will be held responsible for all actions and transactions carried out up to the date of such notification.

2.2.2 The Client undertakes to take all necessary precautions to prevent third parties from using the Service on their behalf. The Client is responsible for Commercial Transactions, Transfers, withdrawals and payments, loan agreements, investments, products, and services, among others, carried out in their name by third parties—even without their authorization—if such third parties have gained access to the Client's password or other data enabling them to use the Services on the Client's behalf.

2.2.3 A legal entity Client agrees to grant access to its login and password only to its legal representative with the authority to enter into legal transactions on its behalf, in accordance with its articles of incorporation or bylaws; and shall be liable, to both PhizPay and third parties, for all acts and transactions carried out in its name.

2.3 To implement the payment functionality, PhizPay will link and operate your PhizPay account through the "PhizPay App," allowing you to perform the following actions:

Unless otherwise stated, the terms "transaction" or "perform a transaction" shall be understood as including the three categories mentioned above.

PHIZ APP LTDA operates as a business partner of Pinbank (Pinbank S.A. – Digital Bank, hereinafter referred to as "Pinbank"), acting as an intermediary through a cooperation agreement, enabling payment services to be offered under the PHIZ APP LTDA brand, in compliance with applicable laws. Both parties acknowledge that PHIZ APP LTDA exclusively plays the role of an intermediary in the following activities: assisting in the opening and management of prepaid payment accounts, acquiring transactions, and other services described in the Terms of Use—all of which are the sole responsibility of Pinbank. Pinbank is a payment institution registered with the Central Bank of Brazil and holds all necessary authorizations to provide the related services.

3.1 Payment accounts, fund settlement, transfers, top-ups, withdrawals, PIX transactions, and other payment settlement services used by clients through PhizPay are provided and executed by Pinbank, in accordance with applicable law.

3.1.1 As a service provider and business partner of Pinbank, PhizPay is authorized, under the cooperation agreement, to display and operate the front-end product interface under the PhizPay brand, including account management, transaction initiation, payment requests, and transaction record display, among others. However, the specific services of settlement, fund transfers, execution of PIX commands, and account handling are performed and remain the sole responsibility of Pinbank.

3.1.2 When the client links a bank card or initiates financial operations (such as withdrawals, refunds, or transfers), they authorize PhizPay to forward the relevant instructions to Pinbank, which will be responsible for completing the processing of funds in accordance with applicable laws.

3.1.3 Pinbank is a payment institution legally registered with the Central Bank of Brazil, holding the full qualifications and regulatory obligations to carry out prepaid account operations, electronic payments, access to the PIX system, settlement, acquiring, and other related services.

3.1.4 In the event of delays or irregularities in fund settlement processing due to reasons such as network latency, banking system response, fund freezing, compliance audits, among others, PhizPay will assist the client in submitting processing requests. However, fund transactions and final processing will be determined and executed exclusively by Pinbank.

3.1.5 To ensure the security and compliance of payment services, Pinbank, as PhizPay's financial partner, has the right—based on regulatory requirements and risk assessment—to conduct background validation of the client's registration information. This validation will be performed through the system of services integrated with PhizPay and may include requesting additional documents, statements, file copies, or consulting third-party databases (such as SPC or Serasa) to verify the truthfulness, accuracy, and consistency of the information provided.

If, after verification, it is found that the information is false, incomplete, or the client fails to provide the necessary documents within a reasonable period, Pinbank has the right to request that PhizPay restrict, freeze, or terminate the related account services. Such measures will be implemented in accordance with compliance requirements, executed by Pinbank, while PhizPay, as the client service provider, will provide explanations and assistance during the process. Service interruptions or refusals due to regulatory restrictions do not constitute a breach of PhizPay's obligations to the client and do not give rise to any additional compensation liability.

3.1.6 The client is obligated to update their basic information on the PhizPay platform within thirty (30) calendar days of any change to such information, including but not limited to: company name, shareholding structure, business scope, mailing address, email, phone number, among others. PhizPay will synchronize the necessary information with Pinbank in accordance with regulatory requirements to maintain compliance.

The client will be legally responsible for the truthfulness and timeliness of the information provided. If the failure to update the information—or any inconsistency with the official registration—results in compliance risks or service restrictions, the client will bear the resulting consequences.

3.2 PhizPay makes no representations or warranties regarding the reliability, availability, or suitability of this service. To the fullest extent permitted by applicable laws and regulations, PhizPay shall not be liable for any direct or indirect loss or damage arising from or related to the use of this service.

3.3 PhizPay reserves the right to revoke, cancel, terminate, or suspend any part or all of this service without the need to provide justification. However, PhizPay will take reasonable measures to minimize any inconvenience caused to you.

3.4 During your use of this service, you must ensure that both your PhizPay account and your Pinbank digital account remain open and valid.

3.5 In compliance with the privacy policy and the personal data collection statement related to your PhizPay account, by accepting this agreement, the terms of Pinbank, and using this service, you authorize and agree that:

3.6 Without prejudice to clause 3.5, the purposes mentioned in clause 3.5 include:

3.7 You confirm that you have read and understood PhizPay's privacy policy and related statements regarding the processing of personal data (including, but not limited to, the "Privacy Policy" related to your PhizPay account), and agree that PhizPay has the right to collect, use, transfer, and store your personal data in accordance with these privacy policies and statements, including, but not limited to, data from your PhizPay account and your Pinbank account.

4.1 You will be solely responsible for:

4.2 Each PhizPay account corresponds to a unique set of username and password. You must not share your PhizPay account, username, or password with others, nor transfer your PhizPay account or access credentials to others, or allow third parties to use it. You acknowledge that sharing your PhizPay account with others or permitting others to use it in any way (collectively referred to as "multiple use") may cause irreparable harm to PhizPay, and if such multiple use results in any loss or damage to PhizPay, you will be liable to indemnify PhizPay. You agree to immediately notify PhizPay if any unauthorized use of your PhizPay account, username, or password, or any other security breach occurs. You agree that PhizPay shall not be liable for any loss or damage arising from your failure to comply with this clause.

4.3 If you are a business entity, you agree that all officers, employees, agents, representatives, and other persons using the security credentials of your PhizPay account must be authorized by you, and such actions will be legally binding upon you. You will be responsible for all actions taken by your current or former officers, employees, agents, representatives, or other persons using your PhizPay credentials, regardless of whether such persons had your authorization.

5.1 While using the PhizPay platform, you may deposit funds into your digital payment account opened in the name of the financial partner institution Pinbank (hereinafter referred to as "PhizPay Balance"). This account is opened, managed, and regulated by Pinbank as a licensed payment institution, and the balance you see in PhizPay represents the available funds in that account.

You may top up or deposit funds into this account through the following methods:

All fund flows are subject to Brazil's financial regulatory requirements (such as KYC, AML), and PhizPay and Pinbank reserve the right to review, limit, or reverse any suspicious or anomalous transactions.

5.2 Regarding any transfers made to your PhizPay via the above payment methods, we make no guarantees as to the validity or continuity of your payment method, nor do we commit to ensuring that the issuer of your payment method authorizes or approves such transfers.

5.3 We reserve the right to request documents confirming your identity and/or to perform other identity verifications (hereinafter referred to as "KYC Verification"). PhizPay reserves the right to impose differentiated restrictions on the use of PhizPay at any time, including but not limited to:

5.4 If you do not complete the required KYC verification, you will not be able to use several basic features of PhizPay (hereinafter referred to as the "Basic Account").

5.5 You will not earn interest or any other returns on the balance of your PhizPay account, and PhizPay reserves the right to retain any such interest or returns as the beneficiary.

6.1 You may use PhizPay to purchase goods or services from partner merchants either online (hereinafter referred to as "Online Transactions") or in physical stores (hereinafter referred to as "Offline Transactions"). Any disputes or liabilities arising from online or offline transactions must be resolved directly between you and the merchant. For security reasons, we reserve the right to limit the value or number of transactions you can perform through PhizPay.

6.2 You may also use PhizPay's P2P transfer functionality to send money to other PhizPay users and receive transfers from them. You can use your PhizPay balance to make P2P transfers, or you may perform a P2P transfer by scanning the specific QR code generated by the recipient user's PhizPay app.

6.3 PIX is a new instant payment system managed by the Central Bank, designed to facilitate and accelerate payments and transfers between accounts.

PhizPay is one of the institutions offering PIX services to all clients (individuals or legal entities). Clients can perform instant payment transactions as payers or recipients, provided they have a PhizPay account. Transactions of any amount may be made via PIX but must comply with the time and value limits established by the Central Bank.

6.3.1 As a payer, to make a payment via PIX, you may:

6.3.2 As a recipient, merchants, businesses, and individuals can receive payments via Pix in the following ways:

6.4 The user may link their legally owned bank account or credit card (including debit and credit cards) to the PhizPay platform to make payments, receive payments, verify identity, withdraw balance, and perform other payment-related functions.

6.4.1 The user guarantees that the information provided about their bank or credit card is truthful, accurate, and valid, and that they have the legal right to use the account. Any disputes or losses caused by incorrect information or the use of third-party accounts will be the responsibility of the user.

6.4.2 The user authorizes PhizPay and Pinbank to use the linked bank or credit account in the following scenarios:

6.4.3 If the user needs to change or remove the link to their bank or credit card, they must complete the procedure on the PhizPay platform and undergo the verification process. PhizPay reserves the right to decide, based on compliance and risk control requirements, whether to accept the new account linkage.

6.4.4 If the status of the linked bank or credit card is abnormal (such as expired, canceled, frozen, closed, etc.) and this affects fund processing, PhizPay shall not be liable for any direct or indirect damages resulting therefrom. The user must contact the issuing institution to resolve the issue.

6.4.5 To ensure transaction security, PhizPay reserves the right to implement security measures such as setting limits, temporary freezing, device identification, SMS or email verification, among other methods to monitor bank or credit card operations.

6.5 You may cancel the direct payment functionality in PhizPay and change the order of payment methods. If a credit card or direct debit account is closed, suspended, expired, or invalid, PhizPay may be unable to top up your PhizPay balance or process direct payments. You agree that if a payment method fails or is unavailable during direct payment, the next method in the order will be used until no options remain. In such case, the payment will fail, and PhizPay will not be responsible for the payment failure. You must contact the issuing institution or bank to resolve the situation.

6.6 Whenever you use your PhizPay balance to make a transaction, you authorize us to deduct the transaction amount and any applicable fees from your available PhizPay balance. You may only use your PhizPay balance to make payments if the total transaction amount is within your available balance limit. You cannot perform transactions that exceed your available PhizPay balance, and we do not provide any credit limits for withdrawals or advances.

6.7 Before making or receiving a P2P transfer, you must verify and ensure that all information related to the transfer is accurate. Since funds from a P2P transfer made via QR code are immediately credited to the recipient's PhizPay balance, any completed transaction cannot be reversed or canceled. If payment is executed according to your instructions, PhizPay will not be responsible for transfers made to incorrect or unintended recipients and will have no obligation to recover the transferred amounts. Therefore, you are responsible for all instructions issued by you or by anyone logging into the PhizPay app using your username and password. If PhizPay considers a P2P transfer to be high-risk or suspicious, it reserves the right to refuse to execute the instruction. If you receive any P2P transfer by mistake, you must notify us as soon as possible within a reasonable timeframe and return the funds as requested.

6.8 You are responsible for all transactions made through PhizPay and for any fees that may be incurred. Accordingly, you should carefully review the transactions and messages we send to you. If someone else uses your PhizPay account, we will consider such action as authorized by you, and you will be responsible for any transactions and fees arising from that use. As soon as you become aware of any unauthorized use of your PhizPay account or any other security breach related to PhizPay, you must notify us immediately.

6.9 If you become aware of any unauthorized use of PhizPay or any security breach, you must notify us immediately. We will investigate the unauthorized transactions, and to assist with the investigation, you must provide all information we reasonably request and agree that we may share such information with the competent authorities or regulatory bodies. If we have reasonable grounds to suspect negligent, fraudulent behavior or breach of this agreement, you will be held responsible for the unauthorized transactions.

6.10 We are not responsible for the quality, safety, legality, or any other issues related to the products or services you purchase through PhizPay.

7.1 If, after purchasing a product or service using your PhizPay balance, you request a refund for any reason, the refund will be credited back to your PhizPay balance.

7.2 If you use direct payment and, after a purchase or P2P transfer, are entitled to a refund for any reason, the refund amount will be transferred to the same credit card, debit card, or bank account (as applicable) used during the direct payment.

7.3 After submitting the required KYC documents, a PhizPay user has the right to partially or fully withdraw the PhizPay balance, but the withdrawn amount will be transferred to the user's bank account, and cash withdrawal from the PhizPay balance will not be permitted.

7.4 When the PhizPay account is closed, any unused balance may be withdrawn to the user's bank account.

7.5 You acknowledge, confirm, and agree that PhizPay will retain account data and transaction details for the period required by applicable law.

8.1 You must use PhizPay services properly, complying with all applicable laws and regulations.

8.2 When using PhizPay services, you must not:

8.2.1 Provide false, inaccurate, outdated, or misleading information;

8.2.2 Use PhizPay to engage in illegal activities, including money laundering, extortion, and online gambling, regardless of whether such activities are permitted in your jurisdiction;

8.2.3 Use PhizPay services to commit fraud against PhizPay, its affiliates, other users, or service providers, or engage in other illegal activities (including, but not limited to, transactions involving products or services prohibited by law);

8.2.4 Use PhizPay services in a way that may result in claims, disputes, penalties, or other liabilities for PhizPay, other users, or third parties, which may be considered abuse of PhizPay services;

8.2.5 Violate this agreement or any applicable law or regulation.

8.3 If, at our sole discretion, (i) we believe you may have engaged in any of the prohibited activities mentioned above, (ii) we have security concerns regarding your PhizPay account, (iii) we have reasonable grounds to suspect that you have violated this agreement or other terms related to our relationship, or (iv) we believe that providing services to you may result in actions or sanctions from any government, regulatory body, or supervisory entity, we reserve the right to take the following measures, including but not limited to:

8.3.1 Suspend PhizPay services or limit your use of PhizPay services;

8.3.2 Terminate this agreement and refuse to provide PhizPay services to you;

8.3.3 Temporarily freeze your PhizPay balance, for a period of approximately 180 days, when necessary to prevent or mitigate risks;

8.3.4 Pursue legal liability.

8.4 You will be fully responsible for products or services purchased through PhizPay, any other transactions carried out via PhizPay, any taxes, customs duties, or other governmental charges arising from any transaction, and any other financial fees associated with these transactions.

8.5 If you provide PhizPay with any personal information, intellectual property rights, trade secrets, or other information owned by or exclusively licensed to third parties, you warrant that you have obtained clear and adequate authorization from such third parties permitting the use and provision of this information to PhizPay.

8.6 Subject to applicable laws and regulations, if you violate any applicable law, regulation, or the policies established in this agreement, and if we decide to discontinue providing PhizPay services to you, your PhizPay balance will be refunded and your PhizPay account will be closed.

PhizPay reserves the right to charge you fees related to the costs incurred in providing PhizPay services, including but not limited to fees for setup and maintenance of your PhizPay account (hereinafter referred to as the "Service Fee"). If you are a merchant, such fees may be charged per transaction, and the fee may be calculated based on a percentage of the transaction amount. All applicable service fees will be charged in accordance with instructions published on the PhizPay website, which may be updated periodically without prior notice.

10.1 By providing us with instructions for transactions involving third parties, you warrant that you have obtained authorization from the transactional party to provide us with their personal information in order to complete the transaction. You also acknowledge and confirm that you have encouraged the transactional party to read and agree to the Privacy Policy.

Notwithstanding any other limiting provisions in this agreement, PhizPay reserves the right to establish general practices and restrictive conditions related to the use of PhizPay, including but not limited to restrictions on the value or number of individual transactions or the total transactions within a specific period. PhizPay reserves the right to modify, suspend, or discontinue any aspect of PhizPay services at any time, including service operation hours, PhizPay availability, or any functional features of PhizPay, without prior notice and without any liability. PhizPay also reserves the right to limit specific functions of PhizPay or restrict access to some or all PhizPay services, without prior notice and without any liability. PhizPay has the right to refuse processing of any transaction without prior notice.

You agree to indemnify PhizPay and its affiliates, employees, directors, officers, agents, and representatives from any loss, damage, litigation, claim, or liability (including legal fees) directly or indirectly arising from:

your use of PhizPay;

breach of this agreement;

breach of any agreement with third parties when conducting transactions using PhizPay;

disclosure of third-party personal information or trade secrets, or use of third-party intellectual property that infringes any legal rights belonging to or granted to third parties.

Regarding any matter for which you must indemnify, PhizPay reserves the right to assume exclusive defense and control of the matter at its own expense. In such case, you agree to cooperate with PhizPay and support any defense it may undertake.

13.1 You agree that if you are unable to use PhizPay due to circumstances including, but not limited to, the following, you will not hold PhizPay and its affiliates liable for such failure:

13.1.1 System suspensions previously announced by PhizPay;

13.1.2 Data transmission failures and system operations caused by force majeure events. For the avoidance of doubt, a "force majeure event" means any unpredictable event not caused by PhizPay's fault or negligence, which cannot be prevented or avoided and is beyond PhizPay's reasonable control, including but not limited to natural disasters, fires, computer viruses, software tool design defects, hacker attacks, changes in legislation or policies, widespread network interruptions by telecom operators, unforeseen events related to banks or partner financial institutions, unforeseen events related to mobile carrier channels, unexpected events caused by changes in user systems, sudden traffic surges, and governmental interventions leading to seizure or confiscation of the platform or system. The impact of each such event is limited to the period of PhizPay service provision, and the event is beyond the affected party's control, with liability limited to the duration of the event.

14.1 You agree to assume all risks arising from your use of PhizPay.

14.2 PhizPay makes no warranties regarding PhizPay under this agreement, including but not limited to the following warranties:

that PhizPay services will meet your needs;

that PhizPay services will be uninterrupted, timely, or error-free;

that any product, data, or material obtained in connection with the service will meet your expectations.

14.3 Except as expressly stated otherwise in this agreement and to the maximum extent permitted by law, PhizPay services are provided "as is," "as available," and "without warranties of any kind." This agreement expressly excludes any implied or explicit warranties, representations, conditions, commitments, or clauses related to the aforementioned aspects.

14.4 To the fullest extent permitted by law, PhizPay and its affiliates shall not be liable for any indirect, consequential, special, or punitive damages arising from your use or inability to use PhizPay, including but not limited to loss of profits or revenue, business interruption, loss of business opportunities, loss of data, or other economic damages resulting from contract, negligence, infringement, or any other cause. Under no circumstances, based on this agreement or your use of PhizPay, shall PhizPay's total liability to you exceed the balance in your PhizPay account at the time the liability arises.

14.5 If it is proven that you were under 18 years of age when entering into this agreement, PhizPay shall not be responsible for any losses you may suffer as a result of using PhizPay services.

15.1 You must keep your account information and contact details always up to date. Any account identified with incorrect and/or outdated information may be suspended.

15.2 As a policy, PhizPay strictly prohibits and actively combats money laundering, as well as any acts assisting money laundering or terrorist financing. PhizPay rigorously complies with anti-money laundering compliance obligations under applicable laws and requires its directors, executives, and employees to uphold these compliance standards, preventing PhizPay's products and services from being used for money laundering purposes.

15.3 To fulfill its anti-money laundering responsibilities related to cross-border transfer services, PhizPay has the right to collect information about you and the overseas beneficiary, including but not limited to name, contact information, nationality, identification document number, beneficiary's overseas bank account, residential address, or electronic wallet details.

If PhizPay or its affiliates reasonably consider that there has been a change in applicable legislation (including decisions, notifications, policies, or guidelines issued by government authorities) that requires PhizPay or its affiliates to bear significant additional costs to comply with the law, or that prevents the fulfillment of essential obligations under this contract, PhizPay shall have the right to adjust the relevant clauses of this contract to ensure legal compliance. Notwithstanding any provision to the contrary in this contract, if any such legal changes require the immediate termination of this contract, PhizPay may terminate this contract immediately after publishing the respective notice on its website.

17.1 This contract shall be governed by the laws of Brazil, regardless of any conflict of laws principles.

17.2 Any controversies, disputes, disagreements, or claims arising from or related to this contract (including, but not limited to, disputes regarding the existence, validity, interpretation, execution, breach, or termination of this contract, or disputes related to non-contractual obligations arising from or related to this contract) shall be submitted to the Arbitration and Mediation Center of the Brazil-Canada Chamber of Commerce (CAM-CCBC) in São Paulo, Brazil, and finally resolved through arbitration in accordance with the arbitration rules in force at said center at the time of the arbitration request. The law applicable to this arbitration clause shall be Brazilian law. The seat of arbitration shall be the city of São Paulo, Brazil. Arbitration shall be conducted by a sole arbitrator, unless otherwise agreed by the parties. The language of arbitration shall be Portuguese. The arbitral award shall be final and binding on both parties.

18.1 If any provision of this contract is deemed invalid or unenforceable, such provision shall be excluded, and the remaining provisions shall remain valid.

18.2 The clause titles in this contract are provided solely for convenience and do not define, limit, interpret, or describe the scope or extent of the provisions to which they refer.

18.3 If PhizPay does not exercise any right provided herein, this shall not be considered a waiver of such right, nor a waiver of any claim in case of similar breaches in the future. Any waiver shall only be valid if made in writing.

18.4 The parties agree, and you hereby expressly and previously consent, that PhizPay has the right, upon prior notice, at its sole discretion, to assign, transfer, substitute, or otherwise dispose of, in whole or in part, any rights, powers, responsibilities, obligations, benefits, or measures provided in this contract to any affiliated company, legal successor, assignee of assets, or any third party authorized to operate payment services under Law No. 12,865/2013 and Resolution BCB No. 80/2021 of the Central Bank of Brazil, as well as other applicable regulations. PhizPay also has the right to delegate or subcontract, in whole or in part, any of its responsibilities or obligations under this contract to independent contractors or third parties. Without prior written consent from PhizPay, you may not assign, transfer, substitute, or otherwise dispose of, in whole or in part, any rights, obligations, commitments, or benefits provided in this contract to third parties.