1. General Provisions

1.1 This document sets forth the general terms and conditions under which the Rebill Company or Companies provide the Rebill Services to the Merchant (hereinafter, the "GTC" or "Agreement").

1.2 The natural or legal person that contracts the Rebill Services is referred to as the "Merchant".

1.3 The Rebill Services are those defined in Clause three (3) of this Agreement.

1.4 The Rebill Companies provide the Rebill Services in five (5) countries: Colombia, Argentina, Brazil, Mexico, Chile, and Uruguay, the latter for transnational or cross-border operations (hereinafter, the "Rebill Countries").

1.5 The Rebill Company incorporated in Colombia is REBILL SAS; the one incorporated in Argentina is REBILL SA; the one incorporated in Brazil is REBILL DO BRASIL PAGAMENTOS LTDA.; the one incorporated in Mexico is REBILL PAYMENTS DE CV; the one incorporated in Chile is REBILL SPA; and the one incorporated in Uruguay is FITZWILL SA (individually or jointly, as applicable, "Rebill"). These Merchant Terms and Conditions govern the commercial relationship between Rebill and all of its affiliated companies identified herein, including Rebill Inc. (with address at 16192 Coastal Highway, Lewes, DE 19958, USA), among others.

1.6 The Merchant contracts the Rebill Services with one or more Rebill Companies, depending on whether it processes its payments in one or more Rebill Countries. Accordingly, if the Merchant processes payments in a single country, Rebill creates a single legal relationship with the Rebill Company incorporated in that Rebill Country, which becomes its counterparty. If, instead, the Merchant processes payments in more than one country, Rebill creates a separate legal relationship with each Rebill Company incorporated in each Rebill Country in which payments are processed, resulting in multiple counterparties (for example, if the Merchant processes payments in Colombia, its counterparty is Rebill SAS; if it processes payments in Colombia, Argentina, and Chile, its counterparties are Rebill SAS for processing in Colombia, Rebill SA for processing in Argentina, and Rebill SpA for processing in Chile).

1.7 The law applicable to the resolution of disputes arising between the Merchant and the Rebill Company or Companies shall be the law of the country of domicile of the Rebill Company acting as counterparty for the relevant dispute.

1.8 Regardless of its domicile, the Merchant shall receive payments in the Rebill Countries in which it holds a Rebill Account, through the local payment methods enabled by Rebill in those countries. In certain countries, Rebill will perform the processing through authorized partners and acquirers in those jurisdictions.

1.9 Rebill may, at its discretion, enable the Merchant to receive payments by credit cards issued by an issuing bank that has no presence in the Rebill Countries where the Merchant processes its payments.

1.10 To use the Rebill Services, the Merchant shall perform a technical implementation in accordance with the integration manuals and technical support materials available at https://www.rebill.com/ or at any URL that may replace it. The Merchant is responsible for making the necessary technical adjustments and developments to its systems and websites to properly implement the Rebill system.

2. Amendments to the Agreement

2.1 Rebill may initiate the amendment of this Agreement by notifying the Merchant of the relevant anticipated changes at its registered email address and/or through the Merchant Portal and/or Dashboard.

2.2 Rebill shall give the Merchant a period of thirty (30) calendar days to accept or reject the amendment.

2.3 If the Merchant rejects the amendment, the Agreement shall continue on its existing terms until Rebill and Merchant agree otherwise or the Agreement is terminated in accordance with Clause 12, with a transition period of no less than thirty (30) calendar days during which the Rebill Services shall continue.

2.4 Amendments to commercial terms (including Fees, reserve/withholding mechanics, liability, and indemnities) shall take effect only upon the Merchant's express acceptance. Amendments required by applicable regulation or by card-brand/acquirer rules may take effect on thirty (30) calendar days' notice without the Merchant's express acceptance.

3. Services

3.1 Rebill is a payment orchestrator that provides the Merchant with the following services: (A) Online orchestration of payments resulting from the e-commerce sale of goods and services, through the use of a technology platform (the "Rebill Platform"). (B) Enabling payment for the goods and services offered to its buyers through various payment methods. (C) Facilitating the validation of transactions paid by credit card in order to mitigate the risk of fraud through cardholder identity theft. (D) Facilitating the collection, on behalf of and for the account of the Merchant, of the payments resulting from such transactions. (E) Facilitating the transfer to the Merchant’s Bank Account of the amounts collected from such payments (hereinafter, the "Rebill Services"). In certain countries Rebill may facilitate the collection through partners or acquirers authorized in each jurisdiction, including the management of collections derived from the Merchant’s transactions.

3.2 Rebill is not engaged in raising funds or receiving bank deposits from the public. Rebill holds the amounts collected on behalf of the Merchant for the sole purpose of providing the Rebill Services. In certain countries, the Rebill services are provided solely in the capacity of technology orchestrator through licensed acquirers or payment institutions.

3.3 Rebill does not provide regulated financial, postal-money-order, or securities services, nor does it endorse the use of its Platform by third parties lacking a license to do so.

3.4 Rebill shall transfer the amounts collected on behalf of the Merchant from a bank or trust account held by Rebill.

3.5 Rebill does not recognize any interest or remuneration in connection with the amounts collected on behalf of the Merchant. Such funds are not guaranteed by any governmental entity.

3.6 The Rebill Services do not entail the granting of powers to comply with the Merchant’s tax or foreign-exchange obligations. The Merchant is solely responsible for knowing and complying with applicable legislation. The Rebill Companies are not parties to, and have no interest in, the contracts entered into between the Merchant and its Buyers.

3.7 Rebill has no control over the manufacture, import, export, distribution, or commercialization of the goods and services offered by the Merchant. Therefore, Rebill does not endorse their quantity, quality, suitability, safety, or delivery.

3.8 Rebill does not warrant the authenticity or legality of the transactions processed through its Platform. The risk of fraud through payer identity theft, or the illegality of a transaction, is borne entirely by the Merchant.

3.9 Rebill may subcontract or delegate the fulfillment of its obligations to third parties or its Affiliates. Notwithstanding the foregoing, Rebill shall remain responsible for the fulfillment of such obligations. Rebill is not, nor does it act as, an acquirer, a bank, a financial institution, and/or a payment sender. Rebill provides and markets the Services directly or through, and in the name and on behalf of, payment processors, acquirers, banks, payment partners, etc., as Rebill determines in its sole discretion.

4. Rebill Account and Transfer of Balances to the Merchant’s Bank Account

4.2 Depending on the Rebill Country in which the Merchant processes its payments, Rebill shall request certain information from the Merchant in order to enable its Rebill Account. In addition, once the Rebill Account has been activated, Rebill may, at any time, request that the Merchant deliver any information or documentation Rebill requires for the provision of the Rebill Services; including, among others, financial statements, tax documentation, information related to its operation, its business model, changes regarding the products or services it offers, modifications to delivery times, and, in general, any other information necessary to analyze credit risk, comply with applicable legal provisions, and comply with the rules of the card brands (Visa, Mastercard, American Express, and/or any other card brand). If the Merchant fails to deliver the information within the deadline set by Rebill, Rebill shall be entitled to suspend, following a written notice and a reasonable cure period of no less than ten (10) business days, in whole or in part, the Rebill Services (including the transfer of funds to the Merchant). In addition to the foregoing, the Merchant shall immediately notify any material or relevant change in such information or documentation, including, among others, modifications or alterations to its financial situation, its tax attributes and conditions, or its business model.business model.

4.2 Depending on the Rebill Country in which the Merchant processes its payments, Rebill will request certain information from the Merchant to activate its Rebill Account. Furthermore, once the Rebill Account is activated, Rebill may, at any time, request that the Merchant provide any information or documentation that Rebill requires to provide the Rebill Services; including, but not limited to, financial statements, tax documentation, information related to its operations, its business model, changes to the products or services it offers, modifications to delivery times, and, in general, any other information necessary to analyze credit risk, comply with applicable legal provisions, and comply with the rules of the card brands (Visa, Mastercard, American Express, and/or any other card brand). If the Merchant fails to provide the information within the timeframe set by Rebill, Rebill shall have the right to suspend, following written notice and a reasonable cure period of no less than ten (10) business days, all or part of the Rebill Services (including the transfer of funds to the Merchant). Additionally, the Merchant shall immediately notify Rebill of any material or significant changes to such information or documentation, including, but not limited to, changes or alterations to its financial situation, tax status and conditions, or business model.

4.3 Rebill may also obtain information through database operators. The Merchant authorizes Rebill to use such operators.

4.4 Once Rebill has obtained the information to its satisfaction, Rebill shall enable the Merchant’s Rebill Account.

4.5 Rebill may refrain from enabling the Merchant’s Rebill Account at its sole discretion. Such decision shall be communicated to the Merchant.

4.6 The Rebill Account shall be linked to one or more subaccounts in which Rebill shall credit the amounts resulting from the Merchant’s sales, depending on whether the Merchant processes its payments in one or several Rebill Countries. Therefore, if the Merchant processes payments in a single Rebill Country it shall have a single Rebill Account; if it processes payments in several Rebill Countries, it shall have a Rebill Account for each Rebill Country in which it processes payments.

4.7 The Merchant may request Rebill to create additional Rebill Accounts when it decides to receive payments in Rebill Countries beyond those contemplated at the time of accepting these GTC, without the need to accept them again.

4.8 Each Rebill Account shall be linked to a bank account whose sole holder shall be the Merchant. Such bank account shall be the account to which Rebill shall transfer the proceeds of the Merchant’s sales. That bank account shall be opened in the Merchant’s domicile (hereinafter, the "Bank Account"). However, the Merchant may link a Bank Account for each Rebill Account it holds, provided that the place where the bank account is opened matches the Rebill Country in which the Merchant processes its payments. The Rebill Account constitutes an internal operating record and not a regulated payment account. In jurisdictions where Rebill does not hold a license, settlement is carried out exclusively through authorized acquirers/partners.

4.9 The Merchant shall receive the proceeds of its sales, after deduction of Rebill’s Fees, applied reversals and chargebacks, and amounts withheld under the Reserve Fund, when applicable (hereinafter, the "Balances").

4.10 By accessing the Merchant Portal and/or Dashboard, the Merchant may consult, in its Rebill Account(s), in real time, the status of the transactions made by buyers and the amount of Balances available for transfer to its Bank Account. Rebill shall not send account statements to the Merchant, as the Merchant may access all information corresponding to its Rebill Account by logging in to the Merchant Portal.

4.11 The Merchant shall request from its Rebill Account(s) the transfer of available Balances to its Bank Account, indicating the amount to be transferred, except for the country-specific conditions set forth in these Terms and Conditions.

4.12 Rebill shall transfer, directly or through a third party, the Balances to the Merchant’s Bank Account in accordance with the commercial conditions agreed with the Merchant.

4.13 The Merchant authorizes Rebill to apply deductions resulting from exchange rates and/or bank charges applied by the relevant financial institutions, fluctuations in such charges, devaluation of a given currency, or similar items.

4.14 If the Merchant needs to change the Bank Account in which it receives the transfer of its Balances, it shall provide Rebill with the documentation Rebill requires to verify ownership of that account. Rebill shall modify the Bank Account within three (3) business days following satisfactory receipt of the documentation requested for that purpose.

4.15 In any event, the Merchant releases Rebill from any liability in connection with erroneous or unsuccessful money transfers due to the Merchant’s improper provision of information.

4.16 The Merchant shall bear the taxes, financial costs, and other charges resulting from any transfer of funds made by Rebill, including any financial cost charged for erroneous or unsuccessful transfers.

4.17 If the Merchant breaches this Agreement, Rebill may, at its discretion, disable one or more payment methods or suspend, in whole or in part, the transfer of Balances to the Merchant.

4.18 Rebill may withhold the funds the Merchant holds in its Rebill Account, and terminate the Agreement, in the following cases: (i) reasonable grounds, based on objective data demonstrated to the Merchant, that the Merchant has breached or is likely to breach card-scheme monitoring-programme thresholds (e.g. Visa VAMP or Mastercard ECM) for two (2) or more consecutive months; (ii) if the Merchant shows signs of illiquidity or insolvency, has requested the commencement of a judicial or extrajudicial reorganization or bankruptcy proceeding, has ceased to conduct its commercial activities, or shows reasonable indications that it is having difficulty meeting its legal or contractual obligations; (iii) Rebill suspects that the Merchant is systematically failing to deliver or provide the goods and services it markets; (iv) if there is a substantial increase in the number of complaints from the Merchant’s consumers; and (v) if there is a pending tax obligation by the Merchant that may impact or affect Rebill. The Merchant authorizes Rebill to make such withholdings. Any withholding under this Clause shall not exceed 10% of the Merchant's gross processing volume in the relevant country over the preceding 30 days, and Rebill shall give the Merchant prior written notice specifying the basis and the amount.

5. Fees

5.1 Rebill shall charge the Merchant, for the provision of the Rebill Services, the fees in effect at the time of acceptance of these GTC (hereinafter, the "Fees"), as well as the applicable taxes pursuant to current regulations.

5.2 Rebill may update the Fees in the event of a significant increase in the applicable inflation index in each Rebill Country.

5.3 hen the increase in costs and conditions imposed by its suppliers, including, among others, card brands (VISA, Mastercard, American Express, among others) and acquirers, so require.

5.4 Rebill shall notify the Merchant of any change to its Fees with thirty (30) calendar days’ prior notice, sent to the Merchant’s email and/or published in the Merchant Portal. Notwithstanding the foregoing, when the unilateral modification is based on cause 5.3.4, the prior-notice period shall be seven (7) calendar days.

5.5 The Merchant may terminate this Agreement without any penalty, at any time, when it does not agree with the increase, by notifying Rebill.

5.6 If the Merchant has questions about the amount, frequency, or manner in which the Fees or their amendments are applied, it shall notify Rebill so that they may be clarified.

6. Rebill's Obligations

6.1 The Merchant uses the Rebill Platform at its own risk. Rebill shall provide its orchestration, validation, and payment-transfer services without offering any implied, express, statutory, or other warranty, with respect to the availability, timeliness, quality, security, continuity, or suitability of such services.

6.2 Rebill does not warrant any specific availability of the Rebill Platform to the Merchant. However, Rebill shall make reasonable efforts to keep its Platform available.

6.3 Rebill does not warrant transaction-processing times to the Merchant. However, Rebill shall make reasonable efforts to process transactions promptly. In any event, Rebill is exempt from liability for delays in the processing of transactions resulting from banking schedules or processes, or any other type, or from service failures of the other agents that intervene in or affect payment processing, such as processing networks, banks, card brands, internet providers, and servers, among others, and, in general, any event beyond its control in the processing.

6.4 Rebill does not assume the risk of fraud through payer identity theft, nor does it warrant the functionality of the systems it uses or makes available to the Merchant in order to validate the authenticity of transactions. Rebill shall make reasonable efforts to validate transactions in order to help mitigate the risk of payer identity theft, which in any event lies with the Merchant. Such reasonable efforts shall be exhausted by making available to the Merchant an automatic fraud-validation module (hereinafter, "AFM") or any other manual validation system. If fraud occurs, it shall be borne entirely and exclusively by the Merchant. Making any validation system available to the Merchant shall not relieve the Merchant of its obligation to know its business so that it reports to Rebill what, in its judgment or based on its industry experience, constitutes conduct or typologies that may indicate fraudulent events.

6.5 Rebill does not warrant the functionality of the applications or tools it uses or supplies to the Merchant to mitigate the risks to which the technology is exposed, such as unauthorized third-party interception, data leaks, among others. Rebill shall make reasonable efforts to provide the Rebill Services in a secure manner. Such efforts shall be exhausted by updating and maintaining a security certificate verifiable by a Certification Authority in force during the term of this Agreement. Rebill is exempt from liability for any risk to which its technology or that of the Merchant may be exposed, provided that, at the time of the event, the validity of its certification can be evidenced.

6.7 For all purposes, it is understood that Rebill’s obligations in the provision of the Rebill Services are, in any event, obligations of means and not of result.

6.7 For all intents and purposes, it is understood that Rebill’s obligations in providing the Rebill Services are, in all cases, obligations of means and not of result.

7. Merchant’s Representations and Obligations

7.1 The Merchant represents and warrants to Rebill and to the Rebill Companies the following:

7.1.1. It is the person identified in the "Registration Form" and is responsible for the accuracy and currency of the information indicated therein.

7.1.2. It is legally capable of entering into this Agreement.

7.1.3. If it is a legal entity, it is an entity duly incorporated under the laws of its domicile, that complies with its corporate purpose and has sufficient capacity to carry out its activities in the form and in the locations where it conducts them.

7.1.4. The entering into of this Agreement and its performance do not: (a) breach its corporate bylaws; (b) conflict with, or breach, a contract or obligation to which the Merchant is a party that materially affects performance of this Agreement; and (c) violate applicable regulations or administrative or judicial orders.

7.1.5. It shall refrain from using the System to facilitate, conceal, manage, invest, or in any way take advantage of monies or property derived from unlawful activities, or to give the appearance of lawfulness to unlawful activities and to resources linked thereto.

7.1.6. The Merchant represents that it is aware that Rebill is committed to the prevention of money laundering and the financing of terrorism and that Rebill is a regulated obligated party in several jurisdictions where it operates. Accordingly, the Merchant represents that it understands and accepts its obligation to comply with any information or documentation requirement that Rebill may make during the onboarding process or during the execution of the Agreement. In addition, the Merchant undertakes to take all necessary actions to ensure that its personnel, employees, contractors, shareholders, directors, executives, customers, suppliers, among others, and its resources, are not related to or originate from unlawful activities, in particular, money laundering or terrorism financing. In any event, if during the execution of the Agreement Rebill has reasonable doubts regarding the Merchant’s operation, the origin of its funds, and/or whether its related personnel (legal representatives, directors, executives, shareholders, ultimate beneficiaries, board members, among others) could or has been linked to an investigation of any kind (criminal, administrative, etc.) related to unlawful activities, money laundering, or terrorism financing, or has been included in a restrictive list (United Nations, OFAC, or the Clinton list, among others), Rebill shall be entitled to terminate the Agreement immediately, with no indemnification payable for such termination.

7.2.1. Comply with the obligations established in the Agreement and those that arise from its nature, the supplementary documents published in the "Terms of Use" section of the Rebill website, and, in general, all regulations applicable to it in connection with its commercial activity. For purposes of verifying its commercial activity, the Merchant authorizes Rebill to verify its online presence, as well as its activity and the goods and services it offers, by consulting its website, its social networks, among others. The Merchant shall offer its products in accordance with the best market standards, those expected by payers, as well as those provided for in applicable legislation.

7.2 Without prejudice to the other obligations established in this Agreement, the Merchant shall have the following obligations:

7.2.1. Comply with the obligations set forth in the Agreement and those arising from its nature, the supplementary documents published in the “Terms of Use” section of the Rebill website, and, in general, all applicable regulations regarding its commercial activity. For the purpose of verifying its commercial activity, the Merchant authorizes Rebill to verify its online presence, as well as its activity and the goods and services it offers, by reviewing its website, social media accounts, and other relevant platforms. The Merchant shall offer its products in accordance with the highest market standards, those expected by payers, and those provided for in applicable law.

7.2.2. Have a thorough understanding of your business in order to alert Rebill to transactions that, due to their number and/or amount, deviate from normal patterns and therefore pose a risk of fraud through identity theft, money laundering, terrorist financing, or other illegal activities.

7.2.3. Keep its physical address, telephone, email address, and Bank Account information up to date. Failure to update such data shall release Rebill from claims based on lack of notice and shall be cause for termination of the Agreement.

7.2.4. Refrain from allowing non-Buyer third parties to use or benefit from the Rebill Platform without Rebill’s express authorization.

7.2.5. Comply with the tax, foreign-exchange, and customs duties arising from the importation, exportation, and/or commercialization of the goods or services paid for through the Rebill Platform. This includes the timely update of information and/or documentation that may have a direct or indirect impact on the proper and timely fulfillment of these obligations.

7.2.6. Provide its buyers with accurate, truthful, sufficient, clear, and updated information regarding the goods or services for sale, the price to be paid, and the delivery thereof.

7.2.7. Inform its buyers, on its website, of its corporate name, tax identification number, judicial notification address, telephone, email, and other contact details.

7.2.8. Assume the claims filed by its buyers regarding the quantity, quality, suitability, safety, and delivery of the goods or services sold.

7.2.9. Issue and retain, for at least eighteen (18) months following a transaction or for the period established by applicable regulations, a copy of the receipt or equivalent document evidencing that the good was delivered or the service was rendered to the buyer, as well as the invoices derived from the corresponding purchase-sale or service contracts. The Merchant shall provide Rebill with such supporting documentation within the term Rebill requests.

7.2.10. Comply with the rules and recommendations issued by Rebill for its system to operate optimally and securely.

7.2.11. Refrain from allowing viruses, worms, or other programming routines to interfere with or damage Rebill’s system.

7.2.12. Refrain from adopting practices that impose a disproportionate burden on Rebill’s technology infrastructure, including security tests, among others, manual or automated tests aimed at identifying system vulnerabilities.

7.2.13. Refrain from redirecting the integration credentials provided by Rebill to websites different from those to which they were originally connected, unless previously approved by Rebill.

7.2.14. Comply with the applicable rules of the card brands (Visa, Mastercard, American Express, among others). The Merchant shall refrain from violating, or causing Rebill to act in contravention of, the rules of the card brands to which they are subject.

7.2.15. Send, with the characteristics and conditions determined by Rebill, the data corresponding to each transaction.

7.2.16. Effectively cooperate with Rebill, the card brands, regulatory and supervisory entities, and, in general, any kind of authority, including tax authorities, in delivering data and information related to processed transactions, for purposes of preventing and combating money laundering, crimes against children and adolescents, among others.

7.2.17. The Merchant shall give Rebill notice of any change in its operation, business model, corporate structure, and/or tax conditions or attributes (for example, without limitation, the existence of a permanent establishment in a given jurisdiction, or the inclusion or exclusion, as a consequence of its commercial activity, from a tax-authority list). In the event of breach of this obligation by the Merchant, the Merchant shall indemnify and hold Rebill harmless from any fine or penalty imposed by an administrative authority arising from Rebill’s breach of applicable regulations as a consequence of the Merchant’s change of model. Likewise, the Merchant shall be responsible for any tax that becomes due as a consequence of failing to comply with the aforesaid notice obligation.

7.2.18. Deliver the information required by Rebill in accordance with Clause 4.2 of the Agreement.

8. Processing of Personal Data

8.1 It is understood and agreed between the Parties that Rebill shall process personal data ("personal information") in accordance with the Rebill Privacy Policy and its country-specific provisions, as applicable, which is incorporated as an integral part of this Agreement. Therefore, by accepting these GTC, the Merchant declares that it accepts the Rebill Privacy Policy available at https://www.rebill.com/politica-de-privacidad.

8.2 For the performance of the services under this Agreement, the Parties shall process the personal information provided by payers appropriately, in compliance with applicable data-protection law, with each Party being required to comply with the duties corresponding to it under current regulations.

8.3 If, as a consequence of the integration with the Merchant, Rebill collects personal information directly from payers, Rebill shall act as Controller of the processing of personal information and shall comply with the obligations corresponding to such role in accordance with the data-protection law applicable in the specific jurisdiction where the Rebill Services are provided.

8.4 Whenever the provision of the Rebill Services is performed under an API Integration, the Merchant accepts the conditions and obligations set forth in the Privacy Policy. Accordingly, the Data Processing Addendum (DPA) governs the obligations of the Parties when processing personal information through an API Integration, where the Merchant directly collects personal information from payers acting in the role of Controller of the Personal Information (as defined therein) and, in turn, Rebill acts in the role of Processor of the Personal Information (as defined therein).

8.5 The Merchant shall comply with applicable laws and its contractual obligations with respect to payers, who are the data subjects, for purposes of sharing personal information with Rebill and, likewise, when processing such information through the use of Rebill’s services. Depending on the jurisdiction, additional privacy and personal-data-protection requirements may be applicable under current laws. Personal information may be processed by Rebill, either locally in the country where services are provided and/or in another country where Rebill or external service providers approved by Rebill operate, to the extent necessary and permitted in accordance with applicable data-protection law

8.6 Rebill processes the personal information of Merchants that are natural persons, and of their representatives or attorneys-in-fact, for the following purposes: (i) execution and performance of this Agreement; (ii) carrying out know-your-customer processes; (iii) performing risk analyses; (iv) developing actions to prevent, detect, or mitigate fraud or other types of violations in order to comply with applicable legislation; (v) verifying the identity of the Merchant and the persons who represent it; (vi) implementing, providing, and developing the Rebill Services; (vii) conducting market research and trend analysis; (viii) sending advertising and other communications related to the Rebill Services; (ix) performing credit analyses for Merchants and their Payers (when applicable); (x) processing complaints from Merchants and their payers; (xii) issuing invoices and maintaining accounting documents; (xiii) complying with legal obligations applicable to Rebill and those obligations derived from this Agreement; (xiv) any other purpose set forth in this Agreement, in the Rebill Privacy Policy and its country-specific provisions, or those expressly authorized by the Merchant.

8.7 The Merchant authorizes Rebill to process, on behalf of and for the Merchant, the personal information of the Merchant and its payers that is necessary for the proper provision of the Rebill Services in order to comply with applicable data-protection legislation and for the proper implementation and provision of the services. For such purpose, the Merchant warrants that it has obtained the consent or authorization of the personal-data subjects, or has another legal basis allowing it to process the personal information and transmit it to Rebill for the purposes set forth in these GTC.

8.8 The Merchant confirms that it has obtained payers’ consent under which Rebill is authorized to process payers’ personal information for the following purposes: processing payments, validating transactions, identity verification to protect the security of the Rebill platform against fraud events, and to mitigate the risk of cardholder identity theft. In addition to the foregoing, the Merchant confirms that it has obtained, where applicable legislation permits, payers’ consent to allow promotional communications. In jurisdictions where legislation prohibits or restricts it (e.g., Colombia, Brazil), Rebill shall limit its processing to strictly operational purposes. The Merchant authorizes Rebill to process its personal data in accordance with the Rebill Privacy Policy, which forms an integral part of these GTC.

8.9 The Merchant authorizes Rebill to disclose, share, and/or grant access to the Merchant’s personal information (for example, name, identification number, address, telephone number, and other contact information), when the Merchant qualifies as a personal-data subject as is the case for Merchants that are natural persons, provided that a payer formally requests such information from Rebill in order to clarify, address, and/or inquire about a specific payment. The Merchant’s personal information shall also be disclosed to payers as part of the regular process used by Rebill to confirm any transaction that may take place through any of the Rebill services. Likewise, in order to contribute to fraud prevention and mitigation, and considering Rebill as a relevant actor in the payments ecosystem of the country where services are provided, the Merchant undertakes to allow the exchange of personal information such as name and identification, together with transactional data and/or financial data, which may be shared by Rebill with other participants in the payments ecosystem, pursuant to a legal obligation, a request, requirement, or order from a tax authority, administrative authority, fraud-detection agency or entity, or any other authorized third party, with the objective of mitigating risks, protecting and legitimately promoting transactional security in the industry, and in accordance with the provisions of the Rebill Privacy Policy.

8.10 As part of the onboarding process for the registration of Merchants in our system and for the performance of these GTC, Rebill may collect personal information from both Merchants registered as natural persons and from persons authorized to act on behalf of Merchants, including legal representatives and shareholders. In such case, Rebill shall act as Controller of this personal information, which may correspond to name, identification number, contact details, bank account, biometric data such as image, among other personal information required to comply with know-your-customer obligations, identity-verification purposes to protect the security of our system against fraud and identity theft, and compliance with applicable regulations.

8.11 The Merchant expressly authorizes Rebill, or the party representing its rights, to consult, request, report, process, and/or disclose all information relating to its credit, financial, commercial, or contractual behavior before credit bureaus or any other financial operator that manages databases for the same purposes, in the relevant jurisdiction or abroad. In addition, the Merchant accepts and acknowledges that once information has been reported to a credit bureau, the processing of the information, its updating, and the duration of any report made shall be subject to the respective applicable law. In the event that Rebill assigns its rights under these GTC to a third party, the authorization granted by the Merchant under this clause shall also extend to that third party, under the same terms set forth in this clause.

9. Prohibited and Restricted Activities

9.1 The Merchant is solely responsible for verifying that its commercial activity complies with applicable legislation, and that it holds the permits and licenses required to conduct it. Under no circumstances shall Rebill be deemed to provide regulated financial services in jurisdictions where it is not authorized; such role belongs exclusively to licensed acquirers and partners.

9.2 The Merchant shall refrain from using the Rebill Platform to conduct activities, or to commercialize goods or services, prohibited by applicable legislation, included in Rebill’s list of Prohibited Activities, or that entail reputational, money-laundering, terrorism-financing, corruption, or bribery risk for Rebill.

9.3 Save for express authorization by Rebill, the Merchant shall refrain from using the Rebill Platform to conduct activities or to commercialize goods or services that Rebill includes in its list of Activities Restricted by Rebill in each Rebill Country.

9.4 The Merchant shall inform the Companies if, as a consequence of updates to Rebill’s list of Prohibited or Restricted Activities, or because of changes in applicable legislation, it is commercializing prohibited or restricted goods or services.

9.5 Rebill does not monitor the lawfulness of the goods or services offered by the Merchant, under the terms and conditions applicable to it pursuant to applicable money-laundering-prevention regulations, the lawfulness of its business model, or the content of its websites. This is the duty of the Merchant.

9.6 Rebill may block one or all payment methods, or suspend in whole or in part the transfer of Balances, while obtaining information that allows it to assess whether the Merchant is using the Rebill Platform appropriately. Rebill shall inform the Merchant of the duration of such block

9.7 Rebill may terminate this Agreement at any time, if, based on the information gathered, it concludes that there are legal, reputational, or any other kind of risks that prevent it from continuing to provide the Rebill Services..

10. Reversals, Chargebacks, and Refunds

10.1 The amounts credited to the Merchant’s Rebill Account may be subject to automatic debits made by Rebill, resulting from Reversals, Chargebacks, and Refunds. This means that Rebill may debit a payment from the Merchant, even after the Merchant has delivered the goods or services sold. The Merchant authorizes Rebill to make such debits.

10.2 The amounts credited to the Merchant’s Rebill Account may be subject to withholding by Rebill while it verifies whether, with respect to a given transaction, a Reversal, Chargeback, or Refund will materialize. The Merchant authorizes Rebill to make such withholdings.

10.3 A Reversal is the refund made by the payment-processing network to a payer for the amount of a purchase, at the request of Rebill, generally upon instruction of the Merchant. Rebill shall make Reversals at the request of the Payer, at the request of a financial institution, or on its own account, when applicable regulations so require.

10.4 The channels for requesting a Reversal, the time it takes, the typification of events in which a Reversal applies, and other related details, are included in the Reversals and Chargebacks Policy, which forms part of this Agreement and is published in the legal section of the Rebill website.

10.5 A Chargeback is the debit made by the acquiring bank to Rebill, resulting from a cardholder’s disavowal of a purchase before the card-issuing entity. Rebill shall pass Chargebacks on to the Merchant by debiting the Chargeback amount from the balances credited to the Merchant’s Rebill Account. If the Merchant cannot, for any reason, fully and punctually comply with its obligations to the Buyer, it shall take all necessary measures to resolve the breach directly with the Buyer, including, if applicable, by canceling the purchase, releasing Rebill, in any event, from any liability.

10.6 When Rebill notifies the Merchant of the disavowal of a purchase, the Merchant shall provide Rebill, within the term indicated by Rebill, with the documentation Rebill requires in order to defend on its behalf and on its account the transaction subject to dispute regarding a potential Chargeback. The decision to make or not to make a Chargeback, however, is at the discretion of the corresponding bank.

10.7 The events, documentation required to defend a transaction, and other details related to Chargebacks, may be modified or expanded by Rebill.

10.8 Likewise, Rebill shall debit from the amounts credited to the Merchant’s Rebill Account any sum paid by Rebill in connection with or arising from: (i) fines or penalties imposed on Rebill by third parties (card brands, acquirers, administrative authorities, among others); (ii) damages or losses suffered by Rebill as a consequence of litigation, lawsuits, judgments, or administrative proceedings, including court costs, procedural expenses, and attorneys’ fees; and (iii) settlement agreements entered into by Rebill to avoid or terminate litigation (the "Refund").

10.9 Rebill shall debit a Refund within three (3) business days following Rebill’s notice to the Merchant of the Refund. If Rebill cannot make the debit due to lack of funds in the Merchant’s Rebill Account or due to regulatory restrictions, the Merchant shall reimburse the monies paid to Rebill.

10.10 In order to mitigate the occurrence of Chargebacks, Reversals, and Refunds, Rebill is entitled to withhold amounts it deems reasonable to cover the risks to which Rebill is exposed.

10.11 Rebill may increase the withheld amount where it has reasonable grounds, based on objective data, that the existing amount is insufficient to cover the specific risks identified, on written notice to the Merchant, and subject to the cap in Clause 4.18.

10.12 Rebill shall release the withheld amount within ninety (90) calendar days following the date of the transaction subject to the withheld amount.

10.13 If the funds credited to the Rebill Account are not sufficient to cover Chargebacks, Reversals, or Refunds, Rebill shall deduct them from the withheld amount. If the withheld amount is not sufficient for this purpose, Rebill shall deduct them from future sales or, if the Merchant has more than one Rebill Account, from the funds of any of them.

10.14 If Rebill cannot deduct from future sales, it shall send a communication to the Merchant in order to obtain reimbursement. If Rebill does not obtain reimbursement within three (3) business days following its notice, it may temporarily block the Merchant’s access to payment methods or to its Balances, and unilaterally terminate the Agreement. Likewise, it may enforce applicable guarantees, report the Merchant to financial-information operators, credit bureaus, and initiate the corresponding extrajudicial or judicial actions.

10.16 Rebill may, notice, set off any monetary obligation owed by the Merchant to Rebill under this Agreement against the funds the Merchant holds in its Rebill Account, or any credit held in the Merchant’s favor, regardless of the place where the Rebill Services are provided or the currency of any of the obligations. If the obligations are denominated in different currencies, Rebill may convert any of the obligations at a market exchange rate, as part of its ordinary course of business, for setoff purposes.

10.16 Rebill may, upon prior notice, set off any monetary obligation owed by the Merchant to Rebill under this Agreement against funds held by the Merchant in its Rebill Account, or any credit in favor of the Merchant, regardless of where the Rebill Services are provided or the currency of any of the obligations. If the obligations are denominated in different currencies, Rebill may convert any of the obligations at a market exchange rate, as part of its ordinary course of business, for the purposes of set-off.

11. Guarantee

11.1 Rebill may require the Merchant to grant a guarantee under the conditions and characteristics Rebill considers necessary and sufficient to guarantee compliance with present, future, or contingent obligations under this Agreement. Rebill reserves the right to unilaterally request an increase in the value or conditions of the guarantee.

12. Duration and Termination

12.1 This Agreement shall remain in effect indefinitely.

12.2 The Parties may terminate it at any time, without cause, by written notice given thirty (30) calendar days in advance.

12.3 The Merchant may early and unilaterally terminate the Agreement, by notifying Rebill, in the following events:

12.3.1. Upon its rejection of amendments to the Agreement, following the procedure established for that purpose.

12.3.2. If it does not wish to accept the increase of its Fees; or

12.3.3. When Rebill materially breaches this Agreement.

12.4 Rebill may early and unilaterally terminate this Agreement in the following events, by notifying the Merchant:

12.4.1. If the Merchant breaches its representations or contractual obligations.

12.4.2. If, in accordance with Clause 13 of the Agreement, the Merchant’s Rebill Account is considered inactive.

12.4.3. When Rebill concludes that there are legal, reputational, or any other risks that prevent it from continuing to provide the Rebill Services to the Merchant.

12.4.4. Due to the Merchant’s disregard of the recommendations for the proper implementation, security, and optimal operation of the Rebill system, or due to its engagement in hacking activities or breach of the security of the Rebill system.

12.4.5. When the Merchant fails to provide the guarantees required by Rebill under the terms of Clause 11.1.

12.4.6. When Rebill determines that the Merchant has excessive levels of chargebacks.

12.4.7. If Rebill determines that the Merchant is systematically failing to fulfill its obligation to deliver or provide the goods and services it sells.

12.4.8. If the Merchant does not process any transactions for a period of six (6) months; or

12.4.9. If the Merchant fails to comply with the rules of the card brands (Visa, Mastercard, American Express, and any other card brands).

12.4.10. If a card brand (Visa, Mastercard, American Express, or any other), an acquirer, or a financial institution requests that Rebill terminate or suspend the Agreement; or if Rebill is subject to sanctions or penalties imposed by a card brand (Visa, Mastercard, American Express, or any other), an acquirer, a financial institution, or a third party as a result of the provision of Rebill Services.

12.5 Upon termination of the Agreement, Rebill has the right to retain the amounts credited to the Rebill Account for a period of up to one hundred eighty (180) calendar days, counted from the date of the last transaction. If a payer’s claim remains unresolved at the end of that period, only the amount reasonably necessary to cover that specific claim may be retained beyond 180 days; the remaining Balances will be released on the 180th day.

13. Inactive Accounts

13.1 If a Merchant refrains from processing transactions for a period of six (6) months (hereinafter, the "Term"), and its Rebill Account is more than twelve (12) months old, Rebill shall consider the Rebill Account inactive and shall carry out the following procedure:

13.1.1. At least thirty (30) calendar days before the Term expires, Rebill will send the Merchant an email informing them that their account will be deactivated upon the expiration of the Term.

13.1.2. At least seven (7) calendar days before the Term expires, Rebill will send the Merchant another email informing them that, if they do not process any transactions, their account will be deactivated upon the expiration of the Term.

13.1.3. If the Merchant has not processed any transactions within the established time frame, Rebill will charge a monthly administrative fee (including applicable taxes in accordance with applicable law), the rate of which is published in the Fees section of the Rebill website. This charge will continue until the balance in the Rebill Account is depleted or until the Merchant’s account is reactivated.

14.1 Whenever the Merchant has an API integration, the Merchant shall have terms and conditions for its buyers on its website, which shall include the following content (the "Buyer T&Cs"):

14.1 Whenever a Merchant has an API integration, the Merchant must include terms and conditions for its buyers on its website, which must include the following content (the “Buyer Terms and Conditions”):

a. That the payer uses the payment system at its own risk.

b. That the payment-system provider does not guarantee the availability of the platform or the absence of delays in processing transactions.

c. That the payment-system provider does not guarantee the security of the platform, and in particular the non-occurrence of fraud with cardholder information.

d. That the payment-system provider does not guarantee the correct or timely processing of transactions through the platform.

e. That the payment-system provider is exempt from liability in connection with the goods and/or services offered, their quality, safety, suitability, and delivery time.

f. That the payment-system provider is exempt from liability for the Merchant’s failure to comply with its obligations relating to the handling of personal data.

g. That the payer authorizes the payment-system provider to use its personal data for the following purposes: processing payments, validating transactions, verifying identity to protect the security of the platform against fraud events, and to mitigate the risk of cardholder identity theft. Likewise, the Merchant shall obtain the payer’s authorization to send promotional and advertising information from Rebill that includes promotions for the purchase of goods or services through the Rebill Platform, send discount coupons, enroll in loyalty programs, create payer consumption profiles, among other promotional and advertising materials that may be of interest to the payer, as well as to offer credits or loan services through the Rebill platform, which may require an analysis of the payer’s payment behavior and the creation of credit profiles, to the extent that additional payment methods are offered to the payer

h. That the payer may, at any time, request the payment-system provider not to send promotional or advertising information, or to send only certain information of interest to the payer.

14.2 Rebill may request the Merchant to amend its Buyer T&Cs where reasonably required in connection with any changes in the applicable law in any relevant country. The Merchant shall comply with such amendments within ten (10) business days following notice. The Merchant may decline a requested amendment; if the Merchant and Rebill do not reach an agreement, the Merchant may terminate the Agreement on thirty (30) days' notice.

14.3 The Merchant shall enable suitable technological mechanisms that allow it to evidence to Rebill that it has informed its buyers of the limitations on Rebill’s liability.

14.4 The Merchant shall resolve the claims filed by its buyers without involving Rebill. Subsequently, if necessary, it shall address the matter with Rebill.

14.5 Rebill may, at any time, request from the Merchant, through a digital survey or on-site evaluation, evidence and information related to the security processes and controls implemented to protect transactions involving the storage, processing, or transmission of cardholder data. The delivery to Rebill of a valid certification evidencing compliance with PCI DSS standards shall be sufficient for these purposes. The measures implemented by the Merchant shall be aligned with any International Security standard or secure practices for credit card transactions, such as PCI DSS, ISO 27001, NIST, or any other related standard. The Merchant shall deliver the information and evidence requested within the time set by Rebill.

14.6 Rebill may, at any time, request the Merchant to comply with the level of PCI DSS compliance required of the Merchant under the applicable card-scheme rules for its transaction volume.

14.7 Under an API integration, the Merchant is the one that directly collects personal information from payers, in order to subsequently share it with Rebill for the provision of the Rebill Services. Accordingly, the Merchant shall act as Controller of the Personal Information and must request the corresponding authorizations from payers for the processing of their data and for sharing it with Rebill for the purposes of this Agreement, while Rebill shall have the capacity of Processor of the personal information. Both parties shall comply with the obligations corresponding to their capacity, in accordance with applicable personal-data-protection regulations, as well as the provisions contained in the "Personal Data" section of these GTC. In addition, the Merchant accepts the conditions established in the Privacy Policy, which is an integral part of these GTC.

15. Recurring Debits from Payers

15.1 At the Merchant’s request, Rebill shall enable the Merchant to make periodic automatic debits from the bank accounts, in any modality, and from the credit cards of payers that so consent, in order to pay for the successive supply of goods or services ("Recurring Debits").

15.2 The Merchant shall obtain prior electronic or written authorization from payers that consent to Recurring Debits and shall provide Rebill with proof of such authorization upon request. Together with the proof of the payer’s authorization, the Merchant shall provide Rebill with the name and number of the payer’s bank account and/or credit card, as applicable, among other data necessary to process the Recurring Debits.

15.3 The Merchant shall pay Rebill the cost of the Recurring Debits service. If the Merchant decides to pass this cost on to the payer, it shall inform the payer.

15.4 The Merchant shall notify the payer of the date of the Recurring Debits.

15.5 The Merchant shall verify that the Recurring Debits have been credited to its Rebill Account using the consultation means offered for that purpose by Rebill.

15.6 In the case of Recurring Debits to a bank account, the Merchant shall notify Rebill, in the manner established in the Integration Documentation, five (5) business days in advance of the first debit to the relevant payer, and five (5) business days in advance of the cancellation of the Recurring Debits service to the relevant payer. In the case of Recurring Debits charged to a credit card, the relevant notice periods shall be reduced to one (1) business day.

15.7 The Merchant shall reimburse the Payer for any debit made as a result of untimely or improper notice to Rebill of the cancellation of the Recurring Debits service.

15.8 Rebill shall carry out Reversals derived from a Recurring Debit when they have been previously ordered by the Merchant, in the case of Recurring Debits charged to credit cards, or ordered by the competent administrative or judicial authority, in the case of Recurring Debits made to bank accounts.

15.9 Rebill shall not be liable for damages suffered by the Merchant or its payers if it makes or fails to make Recurring Debits as a result of untimely or improper notice by the Merchant of the activation or cancellation of the Recurring Debits service.

15.10 This section shall not apply to the processing of transactions in Brazil. In some countries, recurring debits are managed by Rebill exclusively through local authorized partners.

16. Limitation of Rebill's Contractual Liability

16.1 Rebill’s contractual liability to the Merchant shall be limited to direct, quantifiable, verifiable, and foreseeable material damages attributable to the culpable acts or omissions of Rebill. The degree of diligence of Rebill shall be that required of any technology provider of payment orchestration in the ordinary course of its business, or, as applicable, the comparable level of diligence of licensed acquirers/partners in the relevant jurisdiction.

16.2 Any indemnification arising from the proven contractual liability of Rebill shall be capped at fifty percent (50%) of the total value of the Fees paid by the Merchant for the provision of the Rebill Services during the twelve months prior to the occurrence of the damage, or, if such period is shorter, fifty percent (50%) of the total value of the Fees accrued by Rebill during such period.

17. Indemnities for Non-Contractual Liability

17.1 The Merchant shall indemnify and hold Rebill harmless from any loss (including attorneys’ fees) suffered as a result of third-party claims against Rebill in connection with:

17.1.1. The Merchant’s breach of the obligations, representations, and statements set forth in this Agreement.

17.1.2. The Merchant’s breach of any regulation applicable to it.

17.1.3. Fraud resulting from payer identity substitution.

17.1.4. Any non-contractual liability incurred by Rebill that is directly caused by the action or omission of the Merchant.

17.1.5. Damages caused to Rebill as a consequence of the failure to deliver or provide the goods and services commercialized if they arise as a consequence of consumer-protection lawsuits initiated by its payers.

17.1.6. Chargebacks, Reversals, and Refunds, regardless of fault and/or willful misconduct, as well as any fine or penalty imposed by third parties (card brands, acquirers, among others) due to its conduct, save to the extent the loss is caused by Rebill's own negligence or wilful misconduct.

17.1.7 In respect of fines or penalties imposed by card brands or acquirers, Rebill shall provide the Merchant with the underlying documentation before passing the amount through, and the Merchant may contest any fine it reasonably disputes.

17.1.8 The Merchant's indemnification obligations under this Clause 17.1 shall not apply to the extent any loss is caused by Rebill's own negligence, wilful misconduct, or breach of this Agreement. The Merchant's aggregate liability under this Clause 17.1 (taken together with Clause 16) shall not exceed the cap set out in Clause 16.2, provided, however, that such cap shall not apply to liability arising from: (i) the Merchant's failure to remit or reimburse any amounts actually owed to Rebill, including Chargebacks, Reversals, Refunds, fines, penalties, taxes, or other amounts paid or payable by Rebill on behalf of, or as a consequence of acts or omissions of, the Merchant; (ii) the Merchant's gross negligence or wilful misconduct; or (iii) the Merchant's infringement of third-party intellectual property rights. In such cases, the Merchant's liability shall be uncapped.

17.2 Rebill shall hold the Merchant harmless from any loss suffered due to third-party claims, for acts or omissions of Rebill limited to the provision of Rebill Services under this Agreement, up to the cap of fifty percent (50%) of the total value of the Fees paid by the Merchant for the provision of Rebill Services during the twelve months prior to the occurrence of the damage, or, if such period is shorter, fifty percent (50%) of the total value of the Fees accrued by Rebill during such period. The carve-outs set out in Clause 16.4 apply equally to Rebill's liability under this Clause.

17.3 Any party seeking indemnification under this Clause 17 shall: (i) give the indemnifying party prompt written notice of the relevant claim; (ii) allow the indemnifying party to participate in, and at its election control, the defence of the claim with counsel of its choice; and (iii) not admit liability for, settle, or compromise the claim without the indemnifying party's prior written consent, such consent not to be unreasonably withheld or delayed. The indemnifying party shall not settle any claim in a manner that imposes any non-financial obligation on, or admission by, the other party without that party's consent.

18. Intellectual and Industrial Property

18.1 The design, creative content, graphic symbols, website screen images, and any other content susceptible of protection under copyright are for the exclusive use of Rebill. The Merchant shall refrain from reproducing, modifying, or commercializing it without the prior written consent of Rebill.

18.2 The Merchant shall refrain from imitating or using Rebill’s domain names, logos, marks, and other designations in a manner that discredits Rebill or misleads or confuses the public about the origin of Rebill’s products or services. Likewise, it shall refrain from unduly profiting from the prestige of such marks. The Merchant shall use the logos of the payment methods enabled by Rebill as instructed by Rebill.

18.3 The Merchant grants Rebill the free and irrevocable right, during the term of this Agreement, to use and publicly display its marks, names, logos, domains, and other designations of which it is the owner or user, in order to publicize that it is a Merchant that uses Rebill Services.

18.4 The logos, designs, graphic symbols, and any other content of the different payment methods offered by Rebill are for the exclusive use of the card brand. The Merchant represents that it knows and accepts that, in no event, does it have any right over them.

18.5 The Merchant shall refrain from using the logos, graphic symbols, designs, etc., of the payment method in such a way that it is understood that the product or services offered by the Merchant are being promoted, sponsored, or produced by the card brand.

19. Assignment

19.1 The Merchant shall not assign this Agreement or any obligation arising therefrom without Rebill’s prior and express approval. Rebill may do so upon notice to the Merchant.

20. Entire Agreement

20.1 This Agreement supersedes all prior understandings between the Parties and constitutes the entire agreement regarding its subject matter.

21. Confidentiality

21.1 The Parties shall maintain absolute confidentiality over the information they provide to each other that has been designated as confidential, or that is confidential by its nature, including without limitation technical information, financial information, knowledge, methods, or business processes. The Parties shall refrain from using the confidential information for purposes other than the performance of this Agreement and from disclosing it to third parties without the prior authorization of the disclosing party. The provision of confidential information shall not imply the transfer of any rights thereto. If the receiving party must disclose confidential information obtained as a result of applicable regulation or an order from a competent authority, it shall inform the disclosing party and shall disclose only to the extent required by such regulation or authority.

22. Severability

22.1 The invalidity or unenforceability of one or more provisions of this Agreement shall not affect the validity and enforceability of the remaining provisions.

23. Language

23.1 This Agreement was prepared in English. If a judge requires a translation to resolve a controversy, the version prepared by Rebill in the corresponding required language shall prevail.

24. Precedence of the Annex of Provisions Applicable in Each Authorized Country

24.1 The provisions set forth in the Annex "Provisions Applicable in Each Rebill Country" shall prevail over the provisions set forth in the body of this Agreement.

25. Notices

25.1 Rebill shall notify the Merchant at the email address indicated in the Registration Form.

25.2 The Merchant shall notify Rebill at the following email addresses, as applicable for each country:

Argentina: comercios.ar@rebill.com

Chile: comercios.cl@rebill.com

Colombia: comercios.co@rebill.com

Mexico: comercios.mx@rebill.com

Brazil: comercios.br@rebill.com

Cross-border: crossborder@rebill.com

25.3 Any notice given by email shall be deemed given on the date of dispatch.

26. Governing Law and Jurisdiction

26.1 This Agreement is governed by the law of the domicile of the Rebill Company that corresponds in accordance with Clauses 1.6 and 1.7 of this Agreement.

26.2 Unless otherwise indicated in the provisions applicable to each country, disputes arising between the Parties shall be submitted to the decision of an arbitral tribunal, governed and composed under the rules in force and applicable to this dispute-resolution mechanism in the domicile of the Company that is party to the arbitral proceeding.

26.3 This Agreement is accepted electronically (e.g., through digital or electronic signature or other means established by Rebill), and such acceptance shall be considered binding on both parties.

Annex: Provisions Applicable in Each Authorized Country

Provisions Applicable to Argentina

(Applies only if the merchant processes payments in Argentina)

1. Consumer Liability

1.1 The Rebill Companies, Rebill SA (hereinafter, "Rebill Argentina" or "Rebill"), their employees, and/or shareholders are not liable for any payer claims regarding goods or services acquired from the Merchant through Rebill, and the Merchant shall hold the Rebill Companies and/or Rebill Argentina harmless and indemnify them for all damages, losses, costs, and expenses incurred in connection with their defense against any claim related to Consumer Protection Law No. 24,240.

2. Compliance with the Central Bank Regulations (BCRA)

2.1 Rebill Argentina S.A. is authorized by the Central Bank of the Argentine Republic (BCRA) to operate as a Payment Services Provider (PSP), and is registered with the Financial Information Unit (UIF) for compliance with anti-money-laundering and counter-terrorism-financing obligations. As a PSP, Rebill Argentina offers payment-processing services, including the collection and aggregation of payments, without operating as a regulated financial institution to take deposits. Funds collected in payment accounts do not constitute deposits in a financial institution, nor are they covered by any of the guarantees that such deposits may have in accordance with applicable regulations and laws regarding deposits in financial institutions.

2.2 Rebill Argentina, in accordance with local regulation, is authorized to collect payments in Argentina in Argentine pesos. Rebill Argentina does not collect payments in foreign currency, nor does it have access to the foreign-exchange market to collect international payments. The Merchant does not expect to use Rebill Argentina for the collection of payments derived from imports and exports, and shall notify Rebill Argentina if it wishes to do so.

2.3 Rebill Argentina is a PSP that complies with BCRA regulations, including its obligations as a registered PSP. Rebill Argentina offers payment-collection services on behalf of the Merchant (as a payment aggregator), but does not offer initiation, digital-wallet, payment-account services, or any other regulated service not authorized under its PSP license.

3. Foreign Exchange Issues

3.1 The Argentine foreign-exchange control regime, regulated and supervised by the BCRA, establishes a series of requirements for the remittance of funds outside Argentina, and imposes controls over capital entering the country. By indication of the BCRA, commercial banks are responsible for determining the viability of foreign-trade and/or exchange operations. The Merchant acknowledges that, in light of the foreign-exchange system in force in Argentina, the acquisition of foreign currency and/or transfers to bank accounts established abroad may be subject to certain restrictions, or be prohibited, suspended, or limited in whole or in part, or in some cases require prior authorization from the BCRA.

3.2 Neither Rebill Argentina nor the Rebill Companies shall be liable for any prohibition, restriction, limitation, or impediment to the acquisition of foreign currency and/or transfer of Balances from the Merchant’s Rebill Account to any Bank Account located outside the Argentine Republic. The Merchant shall refrain from filing claims against Rebill Argentina or the Rebill Companies for any loss arising from the prohibition, restriction, limitation, or impediment to the acquisition of foreign currency and/or transfer of Balances to a bank account located outside the Argentine Republic, including, without limitation, the depreciation of the currency in which the Balances are deposited.

3.3 The Merchant authorizes Rebill Argentina to share this Agreement with financial institutions, when this is required as support to transfer the Merchant’s funds to a bank account located outside the Argentine Republic.

4. Liability of the Rebill Companies

4.1 In light of the principle of relativity of contracts and the autonomy of private will, the Parties recognize that the contractual relationship between the Merchant and the payer is a principal, autonomous, and independent contractual relationship of the relationship arising from this Agreement entered into between the Rebill Companies and the Merchant. The Rebill Companies are not liable for any contractual or non-contractual breach by the payer toward the Merchant, and vice versa.

4.2 Under this Agreement, the Rebill Companies are principally obligated to collect the payment that the Payers make to the Merchant, without prejudice to other contractual obligations supplementary to collection or appointment to receive payment, such as using their System to process the collection of monies. Consequently, the payment-collection service ends at the moment in which the funds paid by the payer are credited to the Merchant’s Rebill Account.

4.3 Under this Agreement and as provided in Section 4.2 above, the Rebill Companies fulfill their main obligation, and are released under the Agreement, upon crediting the payers’ payment to the Merchant’s Rebill Account. The destination chosen by the Merchant for the Balances is the exclusive responsibility of the Merchant, and nothing in this Agreement may be interpreted as, or imply that there was, a proposal or advice by the Rebill Companies regarding the destination to be given to the Balances.

4.4 Neither Rebill Argentina S.A. nor the Rebill Companies shall be liable for the Merchant’s choice of mechanism for transferring the Balances, whether to its Bank Accounts, and whether such accounts are its own or those of a third party, local or international.

4.5 Until the Merchant indicates where and how the Balances should be transferred, the Rebill Companies shall keep the Balances of the Rebill Accounts deposited in a bank account of Rebill Argentina (the "Rebill Argentina Account") at the main banks of the Argentine financial system, including but not limited to Banco Galicia, Citibank Argentina, Banco HSBC, etc. (the "Bank" or "Banks"). The Rebill Argentina Account is a collection account or accounts in which funds are collected on behalf of different Merchants. Nothing in this Agreement shall be understood or interpreted as Rebill Argentina being under the obligation to provide payment accounts, Rebill accounts, or independent accounts for each Merchant. Neither the Rebill Companies nor Rebill Argentina shall be liable in any event for the insolvency of the Banks where the Balances are deposited, or for political and economic situations that may arise in the country and are beyond the control of Rebill Argentina and/or the Rebill Companies. In such cases, the Merchants may not assign any liability to Rebill Argentina and/or the Rebill Companies, their affiliates or subsidiaries, controlling or controlled companies, or demand reimbursement of the Balance or payment for loss of profits.

5. Arbitration Clause

5.1 This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Argentine Republic. The Parties agree that any dispute or litigation arising from this Agreement shall be finally resolved by the Arbitration Tribunal of the Buenos Aires Stock Exchange, with waiver of any other forum and/or jurisdiction. The proceeding shall be conducted in Spanish.

6. Tax Provisions Applicable to Services Provided in Argentina

6.1 Tax Aspects Applicable to Merchants Resident in Argentina

6.1.1. Rebill may, unilaterally, modify any tax policy related to Resident Merchants published at https://www.rebill.com/politicas at any time.

6.1.2. Liability arising from tax treatment.

6.1.2.1. Rebill does not provide tax or legal advice to Merchants. No communication, action, or omission by Rebill may be interpreted as tax guidance or advice. All liability arising from Rebill’s application of the tax rules that benefit Resident Merchants shall be exclusive to the Resident Merchant, as the principal taxable person in Argentina.

6.1.2.2. Resident Merchants release Rebill from liability for any damages (including, but not limited to, updated amounts of unpaid taxes, interest, fines, expenses, court costs, and attorneys’ fees) arising from any discrepancy with the Argentine tax authorities regarding the application or exemption of withholdings and/or tax collections made by Rebill. This obligation shall survive termination of the Terms and Conditions and shall remain in force during the statute-of-limitations period applicable to the relevant withholding and/or collection, counted from the last withholding and/or collection made by Rebill, or from the date on which it should have been made.

6.1.3. If any of the Resident Merchant’s tax attributes or condition (related to its tax obligations in Argentina) are modified, the Merchant shall immediately inform Rebill Argentina so that it may make the corresponding adjustments. Rebill Argentina may request the Merchant to deliver documents evidencing the change in the tax situation reported by the Merchant. If the change in the tax situation is not reported in a timely manner to Rebill Argentina and tax withholdings are not made on time, or debited from users, by Rebill Argentina and paid to the tax authority, the Resident Merchant shall be liable for the withholdings not made and the taxes that ceased to be paid to the authority, and Rebill Argentina may apply the provisions of Clause 4.18 of the general part of this Agreement, as well as transfer to Rebill Argentina any amount pending payment to the tax authority (including penalties and interest).

6.1.4. Guarantees.

6.1.4.1. If Rebill receives any notice from the Argentine tax authorities regarding withholdings and/or collections not made or made at a rate lower than the maximum legal rate, it shall withhold in part or in whole the existing or future funds credited to the Resident Merchant’s Rebill Account in order to remain indemnified from all damages and losses arising from the relevant contingency. Such guarantee, as well as any other applied, shall remain in force until the dispute with the Argentine tax authorities is resolved, and shall apply to all expenses and damages that such contingency causes to Rebill.

6.1.5. Chargebacks and Refunds.

6.1.5.1. Rebill shall not return the amount withheld and/or collected from the transfer of Balances, even when it considers it excessive in light of reversals or chargebacks of sales made in favor of Argentine users.

6.1.5.2. Rebill shall not refund taxes on behalf of Resident Merchants for tax withholdings made. The Resident Merchant shall be entirely responsible for managing them, if it considers it appropriate.

6.2 Tax Aspects Applicable to Non-Resident Merchants in Argentina

6.2.1. Rebill shall withhold all applicable taxes on the Merchant’s local sales for the transfer of Balances from Argentina abroad. If tax rules require Rebill to act as withholding or collection agent for any tax applicable to the Merchant and/or its customers/users, Rebill shall be responsible for collecting and paying the taxes on the Merchant’s sales in Argentina. The Merchant shall release Rebill from liability for any tax claim filed against Rebill for any tax unpaid by the Merchant when Rebill, in accordance with the Law, must act as withholding/collection agent.

6.2.2. All Merchants that lack a permanent establishment ("PE") in Argentina shall be considered Non-Resident Merchants. If the Merchant has a PE in Argentina (established by the Merchant or by a resolution of the Tax Authority), the Merchant shall immediately notify Rebill of the existence of such PE, and Rebill shall withhold and/or collect all applicable taxes for Argentine residents, in accordance with Argentine rules. If the Merchant does not timely report the PE, Rebill may apply the provisions of Clause 4.18 of the general part of this Agreement.

6.2.3. Rebill, as the entity that transfers the Balances of such Non-Resident Merchants, and in its capacity as withholding agent for such taxes, shall withhold by default, for any Non-Resident Merchant, any applicable tax at the maximum rate established by Argentine tax law.

6.2.4. Rebill shall deduct the applicable tax withholding from the amounts credited as Gross Sales of Non-Resident Merchants at the time of remittance. Gross Sales shall be equivalent to sales before the deduction of taxes and fees owed to Rebill.

6.2.5. Exemptions and withholdings at rates lower than the maximum.

6.2.5.1. Rebill may, at its sole discretion, at the request of the Non-Resident Merchant, and under the exclusive responsibility of the Non-Resident Merchant, exempt it from income-tax withholding, or withhold a tax rate lower than the maximum legal rate, based on the tax advice provided by such Merchant. To do so, the Non-Resident Merchant shall comply, to the satisfaction of Rebill, with all the conditions and requirements requested by Rebill.

6.2.5.2. Rebill may unilaterally revise the "Additional Tax Withholding Policy for Non-Resident Merchants in Argentina" at any time.

6.2.6. Tax on local payments. For the specific case of Argentina, in addition to the tax withholding and collection regimes established by the tax authorities in Argentina for Payment Processors, Rebill shall withhold the tax on bank debits and credits that applies on any transfer of funds from the Merchant to local third parties or beneficiary parties.

6.2.7. Liability derived from the tax treatment of Non-Resident Merchants.

6.2.7.1. Rebill does not provide tax or legal advice to Non-Resident Merchants. No communication, action, or omission by Rebill may be interpreted as tax guidance or advice. All liability arising from the application of tax rules that benefit Non-Resident Merchants by Rebill shall be exclusive to the relevant Non-Resident Merchant, as the principal taxable person in Argentina.

6.2.8. Chargebacks and Refunds. Rebill shall not refund taxes withheld and/or collected on payments to a Non-Resident Merchant, even when refunds or chargebacks made in favor of Argentine users are considered excessive.

6.2.9. Rebill shall not refund taxes on behalf of Non-Resident Merchants for tax withholdings made. The Non-Resident Merchant shall be entirely responsible for their management, if it considers it appropriate.

6.2.10. Additional provisions in relation to Liability derived from tax treatment.

6.2.10.1. Rebill does not provide tax advice to Non-Resident Merchants. No communication, action, or omission by Rebill may be interpreted as tax guidance or advice. All liability arising from Rebill’s application of the tax rules that benefit Non-Resident Merchants shall be exclusive to the relevant Non-Resident Merchant, as the principal taxable person in Argentina.

6.2.10.2. Non-Resident Merchants release Rebill from liability for any damages (including, but not limited to, updated amounts of unpaid taxes, interest, fines, expenses, court costs, and attorneys’ fees) arising from any discrepancy with the Argentine tax authorities regarding the application or exemption that Rebill makes of withholdings or tax collections in respect of the Merchant’s transactions, or any discrepancy related to taxes applicable to the Merchant’s customers/users located in Argentina. This obligation shall survive the termination of the Agreement and shall remain in force during the statute-of-limitations period for the relevant withholding, counted from the last withholding made by Rebill, or from the date on which Rebill should have done so.

6.2.11. Guarantees.

6.2.11.1. If Rebill receives any notice from the Argentine tax authorities regarding withholdings not made or made at a rate lower than the maximum legal rate (whether as a Non-Resident Merchant or to a PE), it shall partially or fully withhold the existing or future funds credited to the Non-Resident’s Rebill Account, in order to remain indemnified from all damages arising from the relevant contingency. Such guarantee, as well as any other applied, shall remain in force until the dispute with the Argentine tax authorities is resolved, and shall apply to all expenses and damages that such contingency causes to Rebill.

6.2.11.2. Chargebacks and Refunds. Rebill shall not refund taxes withheld and/or collected on payments to a Non-Resident Merchant, even when refunds or chargebacks made in favor of Argentine users are considered excessive.

6.2.11.3. Rebill shall not refund taxes on behalf of Non-Resident Merchants for tax withholdings made. The Non-Resident Merchant shall be entirely responsible for their management, if it considers it appropriate.

6.2.12. Continuity of Benefits.

6.2.12.1. Each year (no later than the last day of December) Non-Resident Merchants that are exempt from withholding or that benefit from a withholding rate lower than the maximum legal rate under the Double Taxation Treaty in force with Argentina shall evidence such condition through documentation issued by the corresponding tax authorities and a sworn statement to Rebill, declaring that, as of that date, their tax situation remains the same. In the event that the Merchant does not deliver such documentation, Rebill may apply the maximum income-tax withholding rate in force as of January 1 of the following year.

6.2.12.2. If the tax situation of the Non-Resident Merchant changes such that it no longer qualifies for a withholding at a rate lower than the maximum legal rate or for an exemption, it shall immediately notify Rebill so that Rebill may make the necessary adjustment.

6.2.12.3. In the face of changes in tax rules or their interpretation, or in order to mitigate its own risks or asset effects, Rebill may, at any time and with reasonable basis, increase the withholding rate applicable to the Non-Resident Merchant up to the maximum legal rate, or abolish its exemption. Rebill shall provide notice to the Merchant with thirty (30) days’ prior notice, or, failing that, through the official contact channels established by Rebill.

7. Provisions Applicable to the Payment Processing Service

7.1 Rebill and the Merchant undertake to comply with any provision or relevant rule issued by acquirers, card brands, and/or any authority overseeing or supervising the Rebill Services, where applicable. Such provisions are included in the Annex "Special Provisions Applicable to Services in Argentina," which is an integral part of this Agreement and shall be binding on the Merchant once published in the Legal section of the Rebill Argentina website.

Provisions Applicable to Chile

(Applies only if the merchant processes payments in Chile)

1. Tax Aspects Applicable to Non-Resident Merchants in Chile

1.1 "Non-Resident Merchant" shall mean any merchant that does not have a permanent establishment in Chile and/or is not considered a resident for purposes of Chilean domestic tax legislation.

1.2 The Non-Resident Merchant shall be responsible for the taxes that, in connection with the income it receives in Chile, are levied on it in accordance with Chilean regulations.

1.3 Rebill shall deduct from the collected funds only the value corresponding to the taxes that must be withheld, and shall pay them to the corresponding tax authority. Rebill shall, if applicable, deliver to the Merchant the documentation evidencing the payment of such taxes to the tax authority. If new regulations are issued, this clause shall be reviewed and modified, as necessary, in connection with the taxes, levies, imports, duties, rates, and withholdings of any kind that apply to the transfer of the funds collected by Rebill to the Merchant.

2. Withholdings at a Rate Lower than the Maximum Legal Rate and Exemptions

2.1 Rebill may, at its sole discretion, and at the request of the Non-Resident Merchant, exempt it from tax withholdings or apply withholdings lower than the maximum legal rate, based on the tax advice provided by the Non-Resident Merchant and under its exclusive responsibility. To do so, the Non-Resident Merchant shall comply with all conditions and requirements to the satisfaction of Rebill.

3. Liability Arising from Tax Treatment

3.1 Rebill shall not provide tax advice to Non-Resident Merchants. No communication, action, or omission by Rebill may be interpreted as tax advice or counsel. The liability arising from Rebill’s application of tax rules that benefit the Non-Resident Merchant shall be exclusive to the Non-Resident Merchant, as the principal taxable person in Chile.

3.2 The Non-Resident Merchant shall hold Rebill harmless and indemnify it for any damages (including the updated value of unpaid taxes, interest, fines, expenses, court costs, and attorneys’ fees) suffered in connection with any discrepancy with the Chilean Tax Authority regarding the application or exemption Rebill makes of any withholding. This obligation shall survive the termination of the contractual relationship between Rebill and the Non-Resident Merchant and shall remain in force for the statute-of-limitations period of the corresponding tax obligation, counted from the last withholding made or that should have been made by Rebill to the Merchant according to the tax interpretation of the competent authority.

4. Guarantees

4.1 If Rebill receives a request from the Chilean Tax Authority alleging a discrepancy regarding the exemption of a withholding or the rate of the withholding, Rebill shall partially or fully withhold the existing or future funds credited to the Non-Resident Merchant’s Rebill Account in order to remain indemnified from any damages that the relevant contingency may cause. This guarantee, or any other granted by the Non-Resident Merchant at Rebill’s request for the same purpose, shall remain in force until the dispute with the Chilean tax authority is resolved, and shall apply to all expenses and damages that such contingency causes to Rebill. Rebill shall charge the Non-Resident Merchant all damages derived from the contingency that exceed the withholding of funds or guarantees granted.

5. Reversals and Refunds from the Treasury

5.1 Once the withholding is declared and paid, or the income remitted to the Non-Resident Merchant, Rebill shall not refund the withholdings made on such income, even if they result excessive considering reversals or chargebacks of sales made in favor of payers in Chile.

5.2 Rebill shall not manage tax refunds on behalf of Non-Resident Merchants for tax withholdings made. It shall be the Non-Resident Merchant’s exclusive responsibility to manage them, if it considers them appropriate.

6. Continuity of Benefits

6.1 Annually, no later than the last day of December, those Non-Resident Merchants exempt from withholding or to which Rebill applies a withholding lower than the maximum legal rate for tax purposes shall provide Rebill with a consularized declaration certifying that, as of that date, their tax situation remains the same. If the Merchant does not submit it, Rebill shall apply the withholding to its income at the maximum legal rate established by law, starting January 1 of the following year.

6.2 If the tax situation of the Non-Resident Merchant changes such that it no longer qualifies for a withholding at a rate lower than the maximum legal rate or for an exemption, it shall immediately notify Rebill so that Rebill may make the necessary adjustment.

6.3 Rebill may at any time, based on changes to tax regulation, its interpretation, or in order to mitigate its own risks or asset effects, increase the withholding rate applicable to the Non-Resident Merchant up to the maximum legal rate or abolish its exemption. Rebill shall provide notice to the Merchant with thirty (30) days’ prior notice.

7. Dispute Resolution

7.1 Any difficulty or controversy arising between the contracting parties as a consequence of the application, interpretation, duration, validity, or execution of this agreement or for any other reason shall be referred to arbitration, in accordance with the Rules of Arbitration and Mediation Procedure (AMP) of the Santiago Chamber of Commerce, in force at the time of filing the request.

7.2 The parties grant a special irrevocable power to the Santiago Chamber of Commerce so that, upon written request of either, it appoints a legal arbitrator from the members of the CAM Santiago arbitration body.

7.3 No appeal shall lie against the resolutions of the arbitrator. The arbitrator is specifically empowered to resolve any matter related to its competence and/or jurisdiction.

8. Provisions Applicable to the Payment Processing Service

8.1 Rebill and the Merchant undertake to comply with any provision or relevant rule issued by acquirers, card brands, and/or any authority that oversees or supervises the Rebill Services, where applicable. Such provisions are included in the Annex "Special Provisions Applicable to Services in Chile," which is an integral part of this Agreement and is published in the Legal section of the Rebill Chile website.

9. Rebill is not licensed to provide payment services in this jurisdiction. The services to the Merchant are provided through duly authorized local partners/acquirers, with Rebill being limited to the provision of its technology orchestration platform.

Merchant services are provided through duly authorized local partners/acquirers, with Rebill limiting its role to providing its technology orchestration platform.

Provisions Applicable to Colombia

(Applies only if the merchant processes payments in Colombia)

1. Consumer Protection

1.1 The Merchant shall give effect to the right of withdrawal of its buyers in accordance with Article 47 of Law 1480 of 2011, or any rule that modifies or replaces it.

2. Tax Aspects Applicable to Merchants in Colombia

2.1 The party designated by Colombian tax law as withholding agent shall withhold (deduct) from the collected funds the amount of the taxes applicable to each of the transactions made by the merchant. The amounts withheld by the agent shall be declared and paid before the corresponding tax authority. Rebill, if applicable, shall deliver to the Merchant the withholding certificates that detail the amounts previously withheld by the agent. In any event, Rebill shall be held harmless from any claim by the Merchant, and no reimbursement of any kind shall apply with respect to the deductions made by the withholding agent.

2.2 The Merchant accepts and acknowledges that the agent shall withhold, directly from the collected funds, the taxes corresponding pursuant to the Law on the matter, based on the latest and most recent information provided by the Merchant to Rebill during the onboarding process or at any time during the execution of the Agreement, with Rebill not being considered, at any time, as withholding agent. Consequently, Rebill shall not be liable for any improper or excess withholding by the withholding agent based on the information delivered by the Merchant. In any event, the Merchant shall hold Rebill harmless from any fine or penalty imposed on Rebill as a consequence of the aforementioned breach by the Merchant.

2.3 If new regulations are issued in connection with the taxes to be withheld by the withholding agent (financial institution), this clause shall, if necessary, be revised and modified in connection with the taxes, levies, imports, duties, costs, rates, and withholdings of any kind that must apply to the transfer of the funds collected by Rebill to the Merchant.

2.4 The Merchant shall hold Rebill harmless from any damages or losses (including, without limitation, the update of unpaid taxes, interest, penalties, fines, sanctions, procedural costs, and attorneys’ fees) arising from any discrepancy with the Colombian tax authority regarding the application, exception, or special tax treatment by the withholding agent based on the information delivered by the Merchant to Rebill. This obligation shall survive the termination of the agreement and shall remain in force until the expiration of the firmness period of the corresponding tax returns, counted from the last withholding made or from the date the withholding should have been made.

3. Taxes Applicable to Non-Resident Merchants in Colombia

3.1 Rebill shall withhold from the Merchant’s funds all applicable taxes in accordance with Colombian regulations. If under the Law Rebill is designated as a tax withholding or collection agent with respect to the Merchant’s sales, Rebill shall collect the taxes on the Merchant’s sales in Colombia and shall make the corresponding payment to the Colombian tax authority, in accordance with the information delivered by the Merchant. If the Merchant does not provide the required tax information in a timely manner for Rebill to make the effective collection of taxes, and as a consequence a claim from the Colombian tax authority arises regarding omitted, erroneously made, or extemporaneous deductions, the Merchant shall be liable for the taxes not deducted, having to transfer to Rebill any amount pending so that Rebill may make the corresponding payment (including taxes, penalties, and interest) to the Colombian tax authority. Likewise, Rebill shall be entitled to apply the provisions of Clause 4.18 of the General part of this Agreement.

3.2 Notwithstanding the foregoing, in the event that a Non-Resident Merchant has Significant Economic Presence (PES) in Colombia, Rebill may deduct the applicable taxes directly from the collected funds of the transactions made by the Non-Resident Merchant, provided that the latter meets the criteria established by Colombian regulations to be considered as PES. In this case, and in accordance with the order of precedence of the withholding agents established in the law and in the applicable regulation, Rebill shall withhold, pay, and declare to the Colombian tax authority the amounts withheld. The Non-Resident Merchant shall hold Rebill harmless from any tax paid by the latter to the Colombian tax authority and shall request any refund directly from the said authority.

3.3 The Non-Resident Merchant shall hold Rebill harmless from any damages or losses (including, without limitation, the update of unpaid taxes, interest, penalties, fines, sanctions, procedural costs, and attorneys’ fees) arising from any discrepancy with the Colombian tax authority regarding the application, exception, or special tax treatment by the withholding agent based on the information delivered by the Merchant to Rebill. This obligation shall survive the termination of the agreement and shall remain in force until the expiration of the firmness term of the corresponding returns, counted from the last withholding made by the withholding agent or from the date the withholding should have been made.

3.4 If new regulations are issued in connection with the taxes to be withheld by the withholding agent, this clause shall, if necessary, be revised and modified in connection with the taxes, levies, imports, duties, costs, rates, and withholdings of any kind that must apply to the transfer of the funds collected by Rebill to the non-resident Merchant.

4. Tax Information

4.1 Annually, during the first three months of each calendar year, and/or when its tax condition is modified, the Merchant shall send to Rebill at least the following documentation: Unified Tax Registry (RUT) and Tax Information Registry (RIT).

4.3 The Merchant accepts and acknowledges that failure to deliver the information required by Rebill, or late delivery, shall make it liable for the damages caused by such conduct. The Merchant shall hold Rebill harmless from any fine or penalty imposed on Rebill as a consequence of the aforementioned breach by the Merchant.

4.3 The Merchant agrees and acknowledges that failure to provide the information required by Rebill, or late provision of such information, will make the Merchant liable for any damages caused by such conduct. The Merchant shall hold Rebill harmless from any fine or penalty imposed on Rebill as a result of the Merchant’s failure to comply.

5. Imports and Exports of Products

5.1 Given that the importation and exportation of goods are activities regulated by the Central Bank of Colombia, the Merchant shall inform Rebill, in advance, if it wishes to carry out any of the following activities: (i) the sale and shipment of products from abroad to buyers in Colombia, and/or (ii) the sale and shipment of products from Colombia to buyers located outside the country. The Merchant shall promptly provide Rebill with any information that Rebill reasonably requires in order to comply with any legal or regulatory requirement applicable to Rebill in connection with its provision of the Rebill Services to the Merchant in Colombia.

5.2 Rebill may, at its sole discretion, decide whether or not to provide the service to the Merchant and under what conditions. If Rebill is already providing the Rebill Services to the Merchant, Rebill shall be entitled to terminate the agreement with no indemnification payable in favor of the merchant.

5.3 The Merchant shall hold Rebill harmless from any loss (including attorneys’ fees) arising from sanctions or fines imposed by the administrative authority in connection with the processing of payments through Rebill for the importation and exportation of goods.

6. Arbitration Clause

6.1 All disputes arising out of or in connection with this contract shall be finally resolved by international arbitration administered by the Arbitration and Conciliation Center of the Bogotá Chamber of Commerce, in accordance with its International Commercial Arbitration Rules. The seat of arbitration shall be Bogotá, Colombia. The language of the arbitration shall be Spanish. The tribunal shall consist of one or three arbitrators appointed in accordance with such Rules. The tribunal shall decide in law.

7. Provisions Applicable to the Payment Processing Service

7.1 Rebill and the Merchant undertake to comply with any provision or relevant rule issued by acquirers, card brands, and/or any authority overseeing or supervising the Rebill Services, where applicable. Such rules are in the Annex "Special Provisions Applicable to Services in Colombia," which shall be an integral part of this Agreement and are binding on the Merchant once published in the "legal" section of the Colombia website.

8. Rebill is not licensed to provide payment services in this jurisdiction. The services to the Merchant are provided through duly authorized local partners/acquirers, with Rebill being limited to the provision of its technology orchestration platform.

Merchant services are provided through duly authorized local partners/acquirers, with Rebill limiting its role to providing its technology orchestration platform.

Provisions Applicable to Brazil

(Applies only to businesses that sell goods or services in Brazil)

1. Merchant Registration

1.1 The registration process is carried out through the Identification Registry, which consists of the submission of information and supporting documentation by the Merchant to Rebill, so that Rebill may carry out the analysis of the activities conducted by the Merchant, its financial condition, its partners/shareholders and legal representatives, among other registration and financial-analysis criteria, which may be evaluated and analyzed by Rebill at any time, including during the term of this Agreement.

1.2 The Identification Registry mentioned above shall contain at least the following information about the Merchant: company name; CNPJ; headquarters address; average revenue for the last twelve (12) months; brand; date of incorporation; area of specialization; technical contact; email.

1.3 In addition to the data mentioned above, the following information regarding the administrators shall be submitted: full name; CPF; and residential address.

1.4 It shall be the responsibility of the Merchant to notify Rebill whenever: (i) the nature of its operation changes or is modified; (ii) any of its registration data changes; or (iii) it modifies, transfers, or assigns, directly or indirectly, its corporate control.

1.5 Rebill, at its sole discretion, shall assess whether the reported change contravenes its rules and policies, in which case it may proceed with the termination of this Agreement, with no indemnification payable.

2. General Law on the Protection of Personal Data

2.2 The Parties, as Processing Agents, shall adopt all necessary measures so that the operations carried out during the provision of the contracted services comply with the guidelines stipulated by the LGPD, as well as with its principles.

2.2 The Parties, as Data Processors, shall take all necessary measures to ensure that the operations carried out during the provision of the contracted services comply with the guidelines set forth in the LGPD, as well as its principles.

2.3 If, as a result of a judicial or administrative order issued by a Competent Authority, any of the Parties is required to provide any personal data transmitted by the counterparty, the respective Controller shall be notified within twenty-four (24) hours.

2.4 The Parties undertake on their own behalf, and on behalf of their partners, employees, and service providers, to adopt all necessary measures to ensure that the personal data transmitted by the respective Controller is not used improperly, nor subject to misappropriation, theft, or disclosure to unauthorized persons.

2.5 If any of the Parties, without fault, is judicially or administratively held liable for any failure in the processing of personal data carried out by the counterparty, the right of recourse for the losses experienced shall be guaranteed, and additional compensation may also be sought before the Judiciary.

2.6 Except in the cases provided for in Article 16 of the LGPD, once the processing of personal data has ended, the parties shall adopt all necessary measures to permanently delete such data from their respective databases.

3. Features Applicable to Rebill Merchants in Brazil

3.1 REBILL DO BRASIL PAGAMENTOS LTDA. acts exclusively as an international collection agent, providing services for the facilitation, automation, and processing of international collection and payments. The company receives values on behalf of Merchants for cross-border transactions and carries out the international transfer in accordance with Brazilian foreign-exchange legislation (Law 14,286/2021, BACEN Resolution 277/2022), without participating in domestic payment arrangements regulated by the Central Bank of Brazil (BACEN). Therefore, REBILL DO BRASIL does not enable merchants to accept payment instruments within the Brazilian Payment System (SPB), nor does it act as a subacquirer, subcredentialer, or acquirer within the local market.

3.2 Activity with Local Merchants. For merchants based in Brazil, payments are managed through providers, acquirers, or subacquirers authorized and regulated by BACEN, who assume direct responsibility before payment brands and regulatory entities in Brazil. REBILL DO BRASIL is a technology facilitator in the payments ecosystem, and the local merchant’s relationship with the acquiring infrastructure is subject to the regulation and contracts established with licensed providers. REBILL does not act, nor enable, as an acquirer or subacquirer, and does not assume obligations specific to these regulated figures.

3.3 Regulatory Compliance and Documentation. All international receiving and transfer operations by REBILL DO BRASIL comply with the regulation of the Brazilian foreign-exchange and financial market, maintaining contractual supporting documentation, foreign-exchange operation records, and compliance with AML/CFT regulations. Limitation of Tax Liability. REBILL DO BRASIL shall perform applicable tax withholdings as a designated withholding agent under current Brazilian legislation, and the merchant shall cooperate with all documentation and requirements related to local taxation and full regulatory compliance.

3.4 The Merchant represents that it understands and accepts that anticipated transactions may involve various operations with financial institutions and/or acquirers, in which the credits subject to the anticipation will be used as means of payment for such operations.

3.5 Considering the provisions of Clauses 3.2 to 3.5, in the event of the cancellation of one or more installments that have been subject to an anticipation, the Merchant shall immediately transfer the value of the canceled transaction to Rebill’s account, under penalty of the value being subject to monetary correction in accordance with the IGPM and charged interest of 1% per month (pro rata).

3.6 In the event that the Merchant does not make the payment and, consequently, Rebill is required to pay fines or penalties imposed by financial institutions, the Merchant shall pay Rebill, within five (5) days following the notice received for such purposes, the aforementioned values; under penalty that the total anticipated values become immediately due, that monetary correction be applied to them in accordance with the IGPM, and that monthly interest of 1% be charged on them (pro rata).

3.7 Without prejudice to the provisions of this clause, the Parties acknowledge that in the event the Merchant breaches its obligations under this section, the total values of the anticipated transactions shall become immediately due, monetary correction shall be applied in accordance with the IGPM, and interest of 1% per month shall be charged on them (pro rata).

3.8 Without prejudice to the provisions in this clause, the Merchant acknowledges and authorizes Rebill to offset the amounts owed by the Merchant to Rebill, according to the schedule available, and future funds of the Merchant with Rebill.

3.9 In compliance with the provisions of Resolution 264/2022 of the Central Bank of Brazil (BCB), Rebill shall register the Merchant’s receivables and its contracts/transactions in a registration system authorized by the BCB.

3.10 The Merchant shall inform Rebill of the credit contracts negotiated with non-financial entities.

3.11 The Merchant authorizes Rebill to register information related to credits and the negotiation thereof in the system authorized by the BCB.

3.12 The Merchants shall be solely responsible for complying with the Brazilian Consumer Code (Law 8,078/1990) and for providing an adequate customer-service service.

3.13 No interest or benefits dependent on time or amount may be applied to the balances payable to the Merchant.

3.14 By using the Rebill Platform, the Merchant grants a payment-management mandate to Rebill, instructing it to receive, on its behalf and on its account, the price of the goods or services sold to its buyers, under the terms of this Agreement.

3.15 Right of Withdrawal. The Merchant acknowledges that any consumer purchasing a product or service through the Rebill Platform may exercise the right of withdrawal established in the Code for Consumer Protection and Defense for a period of seven (7) days from the approval of the payment. Rebill shall inform the Merchant of the exercise of the right of withdrawal so that it cancels the purchase and carries out all procedures necessary to refund the price paid.

3.16 Forum. Notwithstanding the provisions of the general part of the GTC, which establishes that any dispute shall be resolved through an arbitration proceeding, the Merchant acknowledges that in Brazil, the payer may file any claim before the Judiciary by virtue of its constitutional rights. This right may be exercised even when there is a previous arbitral award on the matter issued by an arbitral tribunal. Any dispute related to the processing of transactions in Brazil, raised by Rebill or the Merchant and not amicably resolved, shall be filed before the Judicial Court of São Paulo, in Brazil.

4. Non-Resident Merchants that Make Sales in Brazil

4.1 The non-resident Merchant that makes sales in Brazil and that requests Rebill to transfer the money resulting from its transactions to a bank account located abroad, accepts that such operation consists of an international collection service, as a prior condition to receiving the relevant transfers.

4.2 The Reserve Fund shall not apply to the non-resident Merchant referred to in this section. However, Rebill shall withhold the monies resulting from its sales during the thirty (30) calendar days after the sale. The administrative charge for making transfers from Brazil to bank accounts abroad shall be that included in the International Collection Services Agreement. The non-resident Merchant shall pay the taxes that, as a result of its sales, are levied on it and on the buyers. Rebill shall deduct from the Merchant’s sales the taxes payable by the payers, and the bank in charge of making the international transfer shall deduct the taxes payable by the Merchant

5. Tax Provisions Applicable to the Services Provided in Brazil

5.1 Tax Aspects Applicable to Merchants Resident in Brazil

5.1.1. Rebill may, unilaterally, modify any tax policy related to Resident Merchants published at https://www.rebill.com/politicas at any time.

5.1.2. Liability derived from tax treatment. Rebill does not provide tax advice to Resident Merchants. No communication, action, or omission by Rebill may be interpreted as tax guidance or advice. All liability arising from Rebill’s application of tax rules that benefit Resident Merchants shall be exclusive to the Resident Merchant, as the principal taxable person in Brazil.

5.1.3. The Merchant shall hold Rebill harmless from any tax claim for any tax owed by the Merchant or Rebill in payment operations.

5.1.4. Chargebacks and Refunds. Rebill shall not refund taxes withheld and/or collected from Payouts, even when they are considered excessive in light of chargebacks or refunds made in favor of Brazilian users.

5.1.5. Changes in the tax situation of the resident merchant. If the tax situation of the Resident Merchant is modified, including a change of residence to another country, the Merchant shall immediately inform Rebill, so that it makes the necessary adjustments. Rebill may request from the merchant documents evidencing the changes in tax situation.

5.2 Tax Aspects Applicable to Non-Resident Merchants in Brazil

5.2.1. Rebill shall withhold all applicable taxes on the Merchant’s local sales for the transfer of its funds from Brazil abroad, in accordance with the "Income Tax Withholding Policies for Rebill’s foreign clients." If tax rules designate Rebill as a withholding or collection agent for taxes applicable to the Merchant and/or the Merchant’s customers/users, Rebill shall be responsible for carrying out such collection and payment of taxes on the Merchant’s sales in Brazil. The Merchant shall release Rebill from liability for any tax claim filed against Rebill as a consequence of any tax unpaid by the Merchant or by Rebill in the Payment Operations.

5.2.2. In the corresponding payments (for example, payments for software licenses or subscriptions), Rebill shall withhold the Income Tax ("IRRF" or "Imposto sobre a Renda Retido na Fonte") and the Tax on Financial Operations ("IOF" or "Imposto sobre Operações Financeiras") on the exchange operation related to the Payout.

5.2.3. Rebill, as the paying agent for the income of such Non-Resident Merchants, and in its capacity as withholding agent for such taxes, shall withhold by default, for any Non-Resident Merchant, any applicable tax at the maximum rate established by Brazilian tax legislation.

5.2.4. Rebill shall deduct the applicable IOF and withhold the IRRF from the amounts credited as Gross Sales of Non-Resident Merchants at the time of remittance. Gross Sales shall be equivalent to sales before the applicable tax deduction and fees owed to Rebill.

5.3 Exemptions and Withholdings at Rates Lower than the Maximum Rate

5.3.1. Rebill may, at its sole discretion, at the request of the Non-Resident Merchant, and under the exclusive responsibility of the Non-Resident Merchant, exempt it from income-tax withholding, or withhold an income-tax rate lower than the maximum legal rate, based on the tax advice provided by such Merchant. To do so, the Non-Resident Merchant shall comply with the requirements established by Rebill.

5.3.2. Rebill may, unilaterally, modify its additional tax-withholding policies for non-resident merchants in Brazil at any time.

5.4 Liability Derived from the Tax Treatment of Non-Resident Merchants

5.4.1. Rebill does not provide tax advice to Non-Resident Merchants. No communication, action, or omission by Rebill may be interpreted as tax guidance or advice. All liability arising from the application of tax rules that benefit Non-Resident Merchants by Rebill shall be exclusive to the relevant Non-Resident Merchant, as the principal taxable person in Brazil.

5.4.2. Non-Resident Merchants shall release Rebill from liability for any damages (including, but not limited to, updated amounts of unpaid taxes, interest, fines, expenses, court costs, and attorneys’ fees) arising from any discrepancy with the Brazilian tax authorities, including, but not limited to, the application or exemption that Rebill makes of tax withholdings. This obligation shall survive the termination of the Agreement and shall remain in force during the statute-of-limitations period of the corresponding withholding, counted from the last withholding made by Rebill or from the date on which Rebill should have done so

5.4.3. Chargebacks and Refunds. Rebill shall not refund taxes withheld and/or collected on payments to a Non-Resident Merchant, even when refunds or chargebacks made in favor of Brazilian users are considered excessive.

5.5 Continuity of Benefits

5.5.1. Each year (no later than the last day of December), the Non-Resident Merchants exempt from withholding at source or benefiting from a withholding rate lower than the maximum legal rate under the Double Taxation Treaty in force with Brazil shall submit the documentation required by Rebill, issued by the corresponding tax authorities, and a sworn statement to Rebill, declaring that, as of that date, their tax situation remains the same. In the event that the Merchant does not deliver such documentation, Rebill may apply the maximum income-tax withholding rate in force as of January 1 of the following year.

5.5.2. If the tax situation of the Non-Resident Merchant is modified and/or it is no longer eligible for exemptions or withholding rates lower than the maximum legal rates, the Merchant shall immediately inform Rebill, so that it carries out all necessary actions.

5.5.3. In the face of changes in tax rules or their interpretation, or in order to mitigate risks or asset effects, Rebill may at any time raise the withholding rate applicable to a Non-Resident Merchant up to the maximum legal rate or stop applying a purported exemption. The Merchant shall be notified of such changes through the official contact channels established by Rebill.

6. Provisions Applicable to the Payment-Processing Service

6.1 Rebill and the Merchant undertake to comply with any provision or relevant rule issued by acquirers, card brands, and/or any authority overseeing or supervising the Rebill Services, where applicable.

7. Rebill is not licensed to provide payment services in this jurisdiction. The services to the Merchant are provided through duly authorized local partners/acquirers, with Rebill being limited to the provision of its technology orchestration platform.

Merchant services are provided through duly authorized local partners/acquirers, with Rebill limiting its role to providing its technology orchestration platform.

Provisions Applicable to Mexico

(Applies only if the merchant processes payments in Mexico)

1. Transfer of Balances to the Merchant’s Bank Account

1.1 The transfer of Balances to the Merchant’s bank account shall be carried out in accordance with the terms and conditions established in the "Funds Transfer Annex," which forms an integral part of this Agreement and is binding on the Merchant once published in the legal section of the Rebill Mexico website.

2. Arbitration Clause for Domestic Arbitration

2.1 All controversies or differences arising out of this Agreement shall be finally resolved in accordance with the Arbitration Rules of the International Chamber of Commerce by one or more arbitrators appointed pursuant to such Rules. The language of the arbitration shall be Spanish. The applicable law shall be Mexican, and the seat of the Tribunal shall be the Arbitration Center of the Mexico Chamber of Commerce.

3. Provisions Applicable to the Payment-Processing Service

3.1 Rebill and the Merchant undertake to comply with any provision or relevant rule issued by acquirers, card brands, and/or any authority overseeing or supervising the Rebill Services, where applicable. Such rules are in the Annex "Special Provisions Applicable to Services in Mexico," which is an integral part of this contract and is published in the legal section of the Rebill Mexico website.

4. Tax Aspects Applicable to Merchants in Mexico

4.1 The Merchant shall provide Rebill with all the information that the Mexican tax authorities require to be included in the invoices issued by Rebill and which must be reported to the tax authorities.

5. Transfer of Available Balances

5.1 Rebill, without need for prior request from the Merchant, shall transfer the available Balances to the Merchant’s Bank Account within two (2) business days following the date on which Rebill has received the corresponding funds from the respective acquiring bank, with the understanding that, in the event there are operations subject to additional validation (e.g., chargebacks, disavowals, disputes, controversies, etc.), the balances relating to such operations shall not be transferred until their validation is completed; the non-transfer of unvalidated balances may not be deemed a breach of the Rebill Services.

These General Terms and Conditions (the “GTC” or “Agreement”) govern the commercial relationship between Rebill Inc. and the Merchant for the processing of payments in United States Dollars (USD). Rebill Inc. is a corporation incorporated under the laws of the State of Delaware, United States, with registered office at 16192 Coastal Highway, Lewes, DE 19958, USA (“Rebill”).

The natural or legal person that contracts the Rebill Services is referred to as the “Merchant”. Electronic acceptance of this Agreement by the Merchant constitutes an express, valid and binding manifestation of will, with the same legal effect as a handwritten signature, in accordance with applicable law.

1. General Information

1.1 The natural or legal person that contracts the Rebill Services is referred to as the “Merchant”.

1.2 The Rebill Services are those defined in Clause 3 of this Agreement.

1.3 Rebill Inc. is a corporation incorporated in Delaware, United States, with registered office at 16192 Coastal Highway, Lewes, DE 19958, USA (“Rebill”).

1.4 This Agreement governs the commercial relationship between Rebill and the Merchant for the processing of payments in USD, through settlement mechanisms enabled by duly licensed acquirers, payment processors or financial institutions, including, where applicable, connected-accounts models or other equivalent operating schemes.

1.5 The Merchant contracts the Rebill Services with Rebill Inc., which acts as its principal counterparty. The law applicable to the resolution of disputes between the Merchant and Rebill shall be that of the State of Delaware, United States, except as otherwise provided in this Agreement.

1.6 The Merchant shall receive payments in USD through the payment methods and settlement mechanisms enabled by Rebill via duly licensed acquirers, payment processors or financial institutions, in accordance with the operating model applicable in each case.

1.7 To use the Rebill Services, the Merchant shall carry out a technical implementation in accordance with the integration manuals and supporting technical materials made available at https://www.rebill.com/ or any URL that replaces it. The Merchant is responsible for performing the adjustments and technical developments required in its systems and websites to properly implement the Rebill system.

2. Amendments to the Agreement

2.1 Rebill may amend this Agreement by notifying the Merchant of the relevant changes at its registered email address and/or through the Merchant Portal and/or Dashboard.

2.2 Rebill shall give the Merchant a period of thirty (30) calendar days to accept or reject the amendment, after which the amendment shall take effect.

2.3 If the Merchant rejects the amendment within the stated period, Rebill may terminate the Agreement and disable the Merchant’s Rebill Account. No indemnification shall be payable for such termination.

2.4 The Merchant’s silence, once the stated period has elapsed, shall be deemed tacit acceptance of the amendment.

2.5 The Merchant shall periodically review its email and the Merchant Portal in order to check for amendments to this Agreement.

3. Services

3.1 Rebill is a payment orchestrator that provides the Merchant with the following services: (A) Online orchestration of payments resulting from the e-commerce sale of goods and services, through a technology platform (the “Rebill Platform”). (B) Enabling payment for the goods and services offered to its buyers through various payment methods. (C) Facilitating the validation of transactions paid by credit card in order to mitigate the risk of fraud through cardholder identity theft. (D) Facilitating, through technological infrastructure, the orchestration of collection of the payments resulting from the Merchant’s transactions. Rebill transmits electronic instructions from the Merchant to duly licensed acquirers, payment processors and financial institutions, which execute collection and settlement without Rebill acquiring, controlling or taking custody of funds at any time. Collection is executed by duly licensed acquirers, payment processors and/or financial institutions, on behalf of and for the account of the Merchant. (E) Facilitating, through the Rebill Platform, the instruction and technical execution of settlement or transfer processes for the amounts collected. A settlement request constitutes an instruction that Rebill transmits electronically to the relevant duly licensed acquirer, payment processor or financial institution, which independently executes the transfer of funds. Rebill has no access to or control over the execution of the movement of funds. Such processes are performed by duly licensed acquirers, payment processors or financial institutions, in accordance with the applicable operating model (the “Rebill Services”). Rebill may facilitate collection through authorized partners and acquirers.

3.2 Rebill does not hold, take custody of or acquire title to the amounts collected on behalf of the Merchant. Such funds are received, held and settled by duly licensed acquirers, payment processors and/or financial institutions. Rebill is limited to maintaining operational and technical records and to executing the electronic instructions issued by the Merchant through the Rebill Platform.

3.3 Rebill does not provide regulated financial, postal-money-order or securities services, nor does it endorse the use of its Platform by third parties lacking a license to do so.

3.4 The amounts collected on behalf of the Merchant shall be settled to the Merchant by the relevant duly licensed acquirers, payment processors or financial institutions, in accordance with their settlement processes. Rebill may technically execute the settlement instructions issued by the Merchant, without assuming custody, control or title over the funds.

3.5 Rebill does not recognize any interest or remuneration in connection with the amounts collected on behalf of the Merchant. Such funds are not guaranteed by any governmental entity, except to the extent they are held in accounts maintained by regulated financial institutions that provide coverage as set out in Clause 4.20, subject to the conditions stated therein.

3.6 The Rebill Services do not entail the granting of powers to comply with the Merchant’s tax or foreign-exchange obligations. The Merchant is solely responsible for knowing and complying with applicable legislation. Rebill is not a party to, and has no interest in, the contracts entered into between the Merchant and its Buyers.

3.7 Rebill has no control over the manufacture, import, export, distribution, or marketing of the goods and services offered by the Merchant. Therefore, it does not guarantee their quantity, quality, suitability, safety, or delivery.

3.8 Rebill does not warrant the authenticity or legality of the transactions processed through its Platform. The risk of fraud through payer identity theft, or the illegality of a transaction, is borne entirely by the Merchant.

3.9 Rebill may subcontract or delegate the performance of its obligations to third parties or its Affiliates. Notwithstanding the foregoing, Rebill shall remain responsible for the performance of such obligations. Rebill is not, and does not act as, an acquirer, banking entity, financial institution and/or payment remitter. Rebill provides and markets the Services directly or through, and on behalf and at the order of, payment processors, acquirers, banks, payment partners, etc., as Rebill determines at its sole discretion.

4. Rebill Account and Settlement of Balances

4.1 Upon acceptance of this Agreement, Rebill shall create a single user account for the Merchant in the Rebill Platform (the “Rebill Account”) and shall grant access to the Merchant Portal and/or Dashboard through a username and password. The Merchant is solely responsible for safeguarding such password. Any operation performed with the access credentials shall be valid and binding upon the Parties.

4.2 Rebill shall request certain information from the Merchant in order to enable its Rebill Account. Once the Rebill Account is active, Rebill may, at any time, request any information or documentation necessary to provide the Rebill Services, including financial statements, tax documentation, operational information, business model, changes to products or services, delivery-time changes, and any other information to analyze credit risk, comply with legal provisions and card-brand rules (Visa, Mastercard, American Express, etc.). If the Merchant fails to deliver the information within the stated period, Rebill may suspend, in whole or in part, the Rebill Services (including settlement or transfer processes under the applicable operating model). The Merchant shall promptly notify any material change in such information or documentation.

4.3 Rebill may obtain information through database operators. The Merchant authorizes Rebill to use such operators.

4.4 Once Rebill has obtained the information to its satisfaction, it shall enable the Merchant’s Rebill Account.

4.5 Rebill may refrain from enabling the Merchant’s Rebill Account at its sole discretion, and shall communicate such decision to the Merchant.

4.6 The Rebill Account shall be associated with internal operating sub-ledgers in which Rebill reflects, for informational purposes, the amounts resulting from the Merchant’s sales.

4.7 The Rebill Account constitutes solely an internal operating record within the Rebill Platform. Such account may reflect, depending on the operating model enabled for the Merchant: (i) balances associated with a connected account provided and administered by an authorized acquirer or payment processor; and/or (ii) balances associated with a bank account provided by a duly licensed financial institution, where such service is expressly enabled. In no case does the Rebill Account constitute a bank account, a regulated payment account or a fund-custody instrument held by Rebill.

4.8 The Merchant shall receive the proceeds of its sales, after deduction of Rebill’s Fees, reversals, chargebacks and withheld amounts, through the settlement mechanisms enabled under the applicable operating model, including connected accounts or bank accounts provided by duly licensed financial institutions, where applicable (the “Balances”).

4.9 By accessing the Merchant Portal and/or Dashboard, the Merchant may consult in real time the status of transactions and the amount of Balances available for settlement under the enabled operating model. Rebill shall not send account statements, as the Merchant may access all information in the Portal.

4.10 The Merchant may, through the Rebill Dashboard, request the settlement or transfer of available Balances, where the applicable operating model so permits, indicating the relevant amount. Such request constitutes an electronic instruction issued by the Merchant to Rebill, for Rebill to transmit electronically to the relevant acquirer, payment processor or licensed financial institution, which independently executes the transfer of funds. Rebill has no access to or control over the execution of the movement of funds; it technically executes the settlement or transfer order solely by sending the electronic instruction to the authorized processor, without assuming custody, control or title over the funds.

4.11 The Balances shall be settled to the Merchant by the relevant acquirer, payment processor or duly licensed financial institution, in accordance with their settlement processes and the enabled operating model. Under the agreed commercial conditions, settlement or transfer of Balances shall generally occur within forty-eight (48) business hours following receipt of the funds by the relevant acquiring bank, subject to additional validations for disputes, chargebacks or similar risks. Balances relating to operations under validation shall not be settled or transferred until completed, and such non-settlement shall not constitute a breach.

4.12 The Merchant authorizes Rebill to apply deductions resulting from exchange rates, bank charges, fluctuations, devaluations or the like, where applicable to cross-border transactions.

4.13 If the Merchant needs to change the Bank Account, it shall provide Rebill with the documentation required to verify ownership. Rebill shall modify the Bank Account within three (3) business days following satisfactory receipt.

4.14 The Merchant releases Rebill from liability for erroneous or unsuccessful transfers due to the improper provision of information.

4.16 If the Merchant breaches this Agreement, Rebill may disable payment methods or suspend the settlement or availability of Balances.

4.16 If the Merchant breaches this Agreement, Rebill may disable payment methods or suspend the settlement or availability of Balances.

4.17 Rebill may instruct the acquirer/processor to withhold/suspend, and terminate the Agreement, in cases of: (i) excessive levels of Chargebacks; (ii) signs of illiquidity or insolvency; (iii) systematic failure to deliver goods/services; (iv) a substantial increase in consumer complaints; (v) pending tax obligations. The Merchant authorizes such withholdings.

4.18 Where required by the acquirers or payment processors, a rolling reserve of seven percent (7%) of the processed amounts may be applied, retained for thirty (30) calendar days, to cover risks such as chargebacks, disputes or fraud. The rolling reserve shall be applied, retained and held exclusively by the relevant acquirer, payment processor or duly licensed financial institution. Rebill only reflects such reserve informationally in the Merchant’s Rebill Account. The reserve shall be released progressively as the retention periods elapse and shall not accrue interest in favor of the Merchant.

4.19 ACH Debit Authorization. Where the operating model enabled for the Merchant includes the use of a bank account, the Merchant expressly, previously and irrevocably authorizes Rebill, and/or the duly licensed acquirers, payment processors or financial institutions participating in the Rebill Services, to initiate electronic debits (ACH debit) from such account, exclusively for: (i) collection of the Fees due to Rebill; (ii) reversal of payments, Chargebacks and Refunds; (iii) operational adjustments, set-offs, rolling reserves or withheld amounts under this Agreement; and (iv) charges imposed by acquirers, card brands or financial institutions as a result of the Merchant’s activity. Such debits shall be executed through the ACH network and by duly licensed financial institutions acting as Originating Depository Financial Institutions (ODFI), in accordance with applicable rules. Rebill and/or its authorized processors operate under a duly registered ODFI framework and comply, where applicable, as Third-Party Senders registered with NACHA, in accordance with all applicable ACH Network regulations in their respective jurisdictions. Rebill does not acquire title to or custody of the Merchant’s funds, nor act as a money transmitter, and is limited to technically executing the authorized instructions. This authorization shall survive termination of the Agreement with respect to outstanding obligations.

4.20 Funds Held Through Sponsor Bank and FDIC Coverage. Where the operating model enabled for the Merchant includes a bank account provided by a duly licensed financial institution, the Merchant acknowledges and accepts that the funds shall be held and kept in custody exclusively by such financial institution, and not by Rebill. Such funds may be eligible for Federal Deposit Insurance Corporation (FDIC) insurance coverage up to the maximum permitted by applicable rules, currently USD 250,000 per Merchant, subject to the relevant institution being an FDIC-insured entity and to the applicable conditions of such insurance. Rebill is not an FDIC-insured entity, does not provide any insurance coverage, and does not guarantee the eligibility or scope of such coverage. The reference to possible FDIC coverage is for informational purposes only and does not constitute an offer, promise or contractual warranty by Rebill.

5. Fees

5.1 Rebill shall charge the Merchant, for the Rebill Services, the Fees in effect at the time of acceptance of this Agreement (the “Fees”), plus applicable taxes under current regulation (including VAT or similar, not included in the base Fees). All Fees are expressed in USD. The applicable Fees are those in effect and published by Rebill from time to time or, where individually negotiated, those set out in the specific annex agreed with the Merchant, which forms an integral part of this Agreement.

5.2 Rebill may update the Fees in the event of a significant increase in inflation or costs.

5.3 Rebill may unilaterally increase the Fees in events such as: (i) macroeconomic circumstances; (ii) changes in tax regulation; (iii) changes in the business model; (iv) increases in provider costs (including card brands and acquirers).

5.4 Rebill shall notify Fee changes with thirty (30) days’ prior notice, or seven (7) days where based on cause 5.3(iv), via email or the Portal.

5.5 The Merchant may terminate the Agreement if it does not accept an increase, by notifying Rebill.

5.6 Questions about Fees shall be notified to Rebill for clarification.

5.7 Additional Fees for optional services (e.g., 3D Secure, fraud screening) shall apply only when enabled or used, in accordance with the applicable fee schedule.

6. Rebill's Obligations

6.1 The Merchant uses the Rebill Platform at its own risk. Rebill provides orchestration, validation and technical execution of settlement or transfer processes without any implied or express warranty as to availability, timeliness, quality, security, continuity or suitability.

6.2 Rebill does not warrant Platform availability but shall make reasonable efforts to keep it available.

6.3 Rebill does not warrant processing times but shall make reasonable efforts to process promptly. It is exempt from liability for delays due to banking processes, failures of other agents (networks, banks, card brands, internet providers) or events beyond its control.

6.4 Rebill does not assume the risk of fraud nor warrant the functionality of validation systems. It shall make reasonable efforts to validate transactions via an automatic or manual module. Fraud is borne by the Merchant. The Merchant shall report suspicious conduct.

6.5 Rebill does not warrant the functionality of security tools. It shall make reasonable efforts to provide the services securely, exhausted by maintaining a valid security certificate.

6.6 Rebill does not warrant the timely transfer of Balances but shall make reasonable efforts, exhausted by issuing a timely transfer instruction.

6.7 Rebill’s obligations are obligations of means, not of result.

6.8 Rebill implements and maintains reasonable policies and procedures for the prevention of money laundering and terrorism financing, in accordance with applicable regulation and the requirements of its acquirers and associated financial institutions, without prejudice to the compliance processes that must be performed directly by the duly licensed acquirers, payment processors or financial institutions under their own regulation.

7. Merchant’s Representations and Obligations

7.1 The Merchant represents and warrants: (i) truthful identification in the Registration Form; (ii) legal capacity; (iii) if a legal entity, valid incorporation; (iv) no breach of its bylaws, contracts or obligations; (v) it does not use the Platform for unlawful activities; (vi) it complies with anti-money-laundering and counter-terrorism-financing rules; (vii) its funds do not derive from, nor are directed to, unlawful activities.

7.2 Obligations of the Merchant: (i) comply with the Agreement and applicable regulation; (ii) alert Rebill about atypical transactions; (iii) keep its data up to date; (iv) not facilitate unauthorized use; (v) comply with tax and foreign-exchange duties; (vi) provide accurate information to buyers; (vii) disclose its contact details; (viii) assume buyer claims; (ix) retain transaction supporting documents; (x) follow Rebill’s recommendations; (xi) not interfere with or damage the system; (xii) not redirect credentials without approval; (xiii) comply with card-brand rules; (xiv) send transaction data; (xv) cooperate with authorities; (xvi) notify operational/tax changes; (xvii) deliver required information.

8. Processing of Personal Data

8.1 It is understood and agreed that Rebill shall process personal data (“personal information”) in accordance with the Rebill Privacy Policy available at https://www.rebill.com/politica-de-privacidad, which is incorporated as an integral part of this Agreement. By accepting this Agreement, the Merchant declares that it accepts such Policy.

8.2 For the performance of the services, the Parties shall process the personal information provided by payers appropriately, in compliance with applicable data-protection law (including the CCPA where applicable in California, or other U.S. federal/state laws), each Party being bound by its corresponding duties.

8.3 If Rebill collects personal information directly from payers, it shall act as Controller of the processing and comply with the corresponding obligations.

8.4 Under an API Integration, the Merchant acts as Controller and Rebill as Processor; both Parties comply with their obligations under applicable laws and the Privacy Policy.

8.5 The Merchant shall comply with applicable laws and its contractual obligations with payers in order to share information with Rebill. Information may be processed locally or in other countries permitted by law.

8.6 Rebill processes data of Merchants that are natural persons and their representatives for: performance of the Agreement, KYC, risk analysis, fraud prevention, identity verification, provision of the Services, market research, advertising, credit analysis, complaint handling, invoicing, legal compliance, among others.

8.7 The Merchant warrants that it holds the data subjects’ authorizations to process and transmit data to Rebill.

8.8 The Merchant confirms payers’ consents for payment processing, validation, identity verification, fraud mitigation and, where permitted, promotional communications.

8.9 The Merchant authorizes the disclosure of its personal information to payers for clarifications or transactional confirmations, and the exchange with the payments ecosystem for fraud prevention, under a legal obligation or requirement of the authority.

8.10 Rebill collects data of Merchants/representatives for onboarding, identity verification and AML/KYC compliance.

8.11 The Merchant authorizes the consultation/reporting of its credit and financial behavior before credit bureaus or operators. The authorization extends to assignees.

9. Prohibited and Restricted Activities

9.1 The Merchant is solely responsible for verifying that its commercial activity complies with applicable legislation and that it holds the required permits and licenses. In no case shall Rebill be deemed to provide regulated financial services, act as a custodian, money transmitter or money services business (MSB); such functions correspond exclusively to the duly licensed acquirers, payment processors and financial institutions that participate in the Rebill Services.

9.2 The Merchant shall refrain from using the Rebill Platform to conduct activities, or commercialize goods or services, prohibited by applicable law, included in Rebill’s list of Prohibited Activities, or entailing reputational, money-laundering, terrorism-financing, corruption or bribery risk for Rebill.

9.3 Save with Rebill’s express authorization, the Merchant shall refrain from using the Platform to conduct activities or commercialize goods or services that Rebill includes in its list of Restricted Activities.

9.4 The Merchant shall inform Rebill if, due to updates to the Prohibited/Restricted lists or legislative changes, it commercializes prohibited/restricted goods or services.

9.6 Rebill may block payment methods or suspend transfers while it assesses proper use of the Platform.

9.6 Rebill may block payment methods or suspend transfers while it evaluates the proper use of the Platform.

9.7 Rebill may terminate the Agreement without indemnification if it concludes there are legal or reputational risks.

10. Reversals, Chargebacks, and Refunds

10.1 The amounts credited to the Merchant’s Rebill Account may be subject to automatic debits by Rebill, resulting from Reversals, Chargebacks and Refunds. Rebill may debit a payment even after the Merchant has delivered the goods or services. The Merchant authorizes such debits, which shall be executed in accordance with the authorization in Clause 4.19 and through the relevant banking infrastructure.

10.2 The amounts credited may be subject to withholding by Rebill while it verifies whether a Reversal, Chargeback or Refund will materialize. The Merchant authorizes such withholdings.

10.3 A Reversal is the refund made by the payment-processing network to a payer, at Rebill’s request, generally upon the Merchant’s instruction. Rebill shall make Reversals at the request of the Payer, a financial institution, or on its own account where regulation requires.

10.4 The channels, timing, event types and other details for Reversals are included in the Reversals and Chargebacks Policy, which forms part of this Agreement and is published in the legal section of the Rebill website.

10.5 A Chargeback is the debit made by the acquiring bank to Rebill following a cardholder’s disavowal of a purchase before the card issuer. Rebill shall pass Chargebacks on to the Merchant by debiting the amount from the balances credited to the Rebill Account. If the Merchant cannot fully and punctually comply with its obligations to the Buyer, it shall take all necessary measures to resolve the matter directly with the Buyer, including cancelling the purchase, releasing Rebill from any liability.

10.6 When Rebill notifies the Merchant of a disavowed purchase, the Merchant shall provide, within the term indicated, the documentation required to defend the disputed transaction. The decision to make a Chargeback rests with the relevant bank.

10.7 The events, required documentation and other Chargeback details may be modified or expanded by Rebill.

10.9 Rebill shall debit a Refund within three (3) business days following notice to the Merchant. If Rebill cannot debit due to lack of funds or regulatory restrictions, the Merchant shall reimburse the amounts paid to Rebill.

10.9 Rebill will debit a Refund within three (3) business days of notifying the Merchant. If the debit fails due to insufficient funds or regulatory restrictions, the Merchant will reimburse Rebill for the funds paid.

10.10 To mitigate Chargebacks, Reversals and Refunds, Rebill may withhold amounts it deems reasonable, including the rolling reserve set out in Clause 4.18 and the applicable fee schedule.

10.11 Rebill may, at its discretion and at any time, increase the withheld amount where it is insufficient to cover the risks to which Rebill is exposed.

10.12 Rebill shall release the withheld amount within ninety (90) calendar days following the date of the transaction subject to the withholding.

10.13 If the funds in the Rebill Account are insufficient to cover Chargebacks, Reversals or Refunds, Rebill shall deduct them from the withheld amount, from future sales, or from any other Rebill Account of the Merchant.

10.14 If Rebill cannot deduct from future sales, it shall request reimbursement. If not obtained within three (3) business days, Rebill may temporarily block access to payment methods or Balances and terminate the Agreement, enforce guarantees, report the Merchant to financial-information operators and credit bureaus, and initiate the corresponding actions.

10.15 The temporary withholding shall be a withholding and not a deduction, unless used to cover Reversals, Chargebacks and Refunds.

10.16 Rebill may, without prior notice, set off any monetary obligation owed by the Merchant against the funds in its Rebill Account or any credit in its favor, regardless of the place of provision of the Services or the currency of the obligations. If in different currencies, Rebill may convert at a market exchange rate for set-off purposes.

10.17 Dispute fees shall be charged in accordance with the applicable fee schedule.

11. Guarantee

11.1 Rebill may require the Merchant to grant a guarantee under the conditions and characteristics Rebill considers necessary and sufficient to secure present, future or contingent obligations under this Agreement. Rebill reserves the right to unilaterally request an increase in the value or conditions of the guarantee. If the Merchant does not provide the requested guarantee within a reasonable term, Rebill may suspend, in whole or in part, the Rebill Services.

12. Duration and Termination

12.1 This Agreement shall have an indefinite duration.

12.2 The Parties may terminate it at any time, without cause, upon thirty (30) calendar days’ prior written notice.

12.3 The Merchant may terminate early and unilaterally, by notifying Rebill, upon: (12.3.1) its rejection of amendments, following the established procedure; (12.3.2) its unwillingness to assume a Fee increase; or (12.3.3) Rebill’s material breach of this Agreement.

12.4 Rebill may terminate early and unilaterally, by notifying the Merchant, in the following events: (12.4.1) breach of the Merchant’s representations or obligations; (12.4.2) the Rebill Account is deemed inactive under Clause 13; (12.4.3) Rebill concludes there are legal, reputational or other risks; (12.4.4) the Merchant disregards implementation/security recommendations or engages in hacking; (12.4.5) the Merchant does not grant required guarantees under Clause 11.1; (12.4.6) excessive Chargeback levels; (12.4.7) systematic failure to deliver goods/services; (12.4.8) no transactions for six (6) months; (12.4.9) breach of Card-Brand Rules; or (12.4.10) a card brand, acquirer or financial institution requests termination/suspension, or Rebill is sanctioned as a result of providing the Rebill Services.

12.5 Upon termination, the Merchant’s funds shall be withheld by the relevant acquirer, payment processor or licensed financial institution during a post-termination period of up to one hundred and eighty (180) calendar days, counted from the last transaction. Rebill shall not hold the funds and shall only reflect the withheld balances informationally in the Rebill Account. If, during such period, a payer files a claim that remains unresolved at the end of the 180 days, the funds shall be withheld until final resolution of the claim. Such withholding shall not accrue any return in favor of the Merchant.

13. Inactive Accounts

13.1 If a Merchant refrains from processing transactions for a period of six (6) months (the “Term”) and its Rebill Account is more than twelve (12) months old, Rebill shall consider the Rebill Account inactive and carry out the following procedure: (13.1.1) at least thirty (30) calendar days before the end of the Term, Rebill shall email the Merchant informing that its account will be deactivated; (13.1.2) at least seven (7) calendar days before the end of the Term, Rebill shall send a further email; (13.1.3) if the Merchant has not processed transactions within the Term, Rebill shall charge a monthly administrative cost (including applicable taxes) at the rate published in the Fees section of the Rebill website, until the amount in the Rebill Account is exhausted or the Merchant reactivates.

14. Specifics of Service Provision Under API Integration

14.1 Where the Merchant has an API integration, it shall maintain terms and conditions for its buyers on its website (the “Buyer T&Cs”) including: (a) that the payer uses the payment system at its own risk; (b) that the payment-system provider does not warrant availability or absence of processing delays; (c) that it does not warrant the security of the platform, in particular the non-occurrence of fraud with cardholder information; (d) that it does not warrant correct or timely processing; (e) that it is exempt from liability regarding the goods/services offered, their quality, safety, suitability and delivery time; (f) that it is exempt from liability for the Merchant’s breach of personal-data obligations; (g) that the payer authorizes the use of its personal data for payment processing, transaction validation, identity verification to protect platform security against fraud and to mitigate cardholder identity theft, and, where the Merchant obtains authorization, for promotional and advertising communications, loyalty programs, consumption profiling and credit/loan offers requiring payment-behavior analysis; and (h) that the payer may, at any time, opt out of promotional communications.

14.2 Rebill may request the Merchant to amend its Buyer T&Cs to delimit Rebill’s liability towards Buyers differently. The Merchant shall comply within three (3) business days following notice.<br>

14.3 The Merchant shall enable suitable technological mechanisms to evidence to Rebill that it has informed its buyers of the limitations on Rebill’s liability.

14.4 The Merchant shall resolve buyer claims without involving Rebill, and subsequently address the matter with Rebill if necessary.

14.5 Rebill may, at any time, request evidence of the Merchant’s security processes and controls (via digital survey or on-site evaluation) for the storage, processing or transmission of cardholder data. A valid PCI DSS certification shall be sufficient. The Merchant’s measures shall align with an International Security standard or secure practices (PCI DSS, ISO 27001, NIST, or similar). The Merchant shall deliver the requested information within the time set by Rebill.

14.6 Rebill may, at any time, require the Merchant to comply with the PCI DSS compliance level applicable to its transaction volume.

14.7 Under an API integration, the Merchant directly collects payers’ personal information to subsequently share it with Rebill for the Rebill Services. The Merchant acts as Controller and must obtain payers’ authorizations for processing and sharing with Rebill, while Rebill acts as Processor. Both Parties comply with their obligations under applicable data-protection rules and the “Personal Data” section of this Agreement. The Merchant accepts the Privacy Policy, an integral part of this Agreement.

15. Recurring Debits to Payers

15.1 At the Merchant’s request, Rebill shall enable periodic automatic debits from bank accounts (in any modality) and from the credit cards of consenting payers, to pay for the successive supply of goods or services (“Recurring Debits”).

15.2 The Merchant shall obtain prior electronic or written authorization from consenting payers and provide Rebill with proof upon request, together with the payer’s bank account and/or card details and other data necessary to process the Recurring Debits.

15.3 The Merchant shall pay Rebill the cost of the Recurring Debits service. If passed on to the payer, it shall inform the payer.

15.4 The Merchant shall notify the payer of the date of the Recurring Debits.

15.5 The Merchant shall verify that Recurring Debits have been credited to its Rebill Account using the consultation means offered by Rebill.

15.6 For Recurring Debits to a bank account, the Merchant shall notify Rebill, as set out in the Integration Documentation, five (5) business days before the first debit and five (5) business days before cancellation. For card Recurring Debits, such periods are reduced to one (1) business day.

15.7 The Merchant shall reimburse the Payer for any debit resulting from untimely or improper notice of cancellation.

15.8 Rebill shall make Reversals arising from a Recurring Debit when previously ordered by the Merchant (for card debits) or by the competent authority (for bank-account debits).

15.9 Rebill shall not be liable for damages to the Merchant or its payers resulting from untimely or improper notice of activation or cancellation of the Recurring Debits service.

15.10 In some jurisdictions, recurring debits are managed by Rebill exclusively through local authorized partners, and this section shall apply subject to such local arrangements.

16. Limitation of Rebill's Contractual Liability

16.1 Rebill’s contractual liability to the Merchant shall be limited to direct, quantifiable, verifiable and foreseeable material damages attributable to the culpable acts or omissions of Rebill. The degree of diligence of Rebill shall be that required of any technology provider of payment orchestration in the ordinary course of its business, or, as applicable, the comparable level of diligence of licensed acquirers/partners in the relevant jurisdiction.

16.2 Any indemnification arising from the proven contractual liability of Rebill shall be capped at twenty percent (20%) of the total value of the Fees paid by the Merchant for the provision of the Rebill Services during the twelve months prior to the occurrence of the damage, or, if such period is shorter, twenty percent (20%) of the total value of the Fees accrued by Rebill during such period.

16.3 Rebill shall be exempt from liability, under all circumstances and even where it could have foreseen the occurrence, for losses classified as loss of profits, loss of business opportunity, loss of reputation, indirect, incidental, consequential, exemplary, moral or analogous damages.

17. Indemnities for Non-Contractual Liability

17.1 The Merchant shall indemnify and hold Rebill harmless from any loss (including attorneys’ fees) suffered as a result of third-party claims against Rebill in connection with: (17.1.1) the Merchant’s breach of its obligations, representations and statements under this Agreement; (17.1.2) the Merchant’s breach of any applicable regulation; (17.1.3) fraud resulting from payer identity substitution; (17.1.4) any non-contractual liability incurred by Rebill attributable to the Merchant’s act or omission; (17.1.5) damages caused to Rebill from the failure to deliver or provide the goods and services commercialized, including consumer-protection claims by its payers; and (17.1.6) Chargebacks, Reversals and Refunds, regardless of fault or willful misconduct, as well as any fine or penalty imposed by third parties (card brands, acquirers, among others) due to its conduct.

17.2 Rebill shall hold the Merchant harmless from any loss suffered due to third-party claims, for acts or omissions of Rebill limited to the provision of the Rebill Services under this Agreement, up to the cap of twenty percent (20%) of the total value of the Fees paid by the Merchant for the provision of the Rebill Services during the twelve months prior to the occurrence of the damage, or, if such period is shorter, twenty percent (20%) of the total value of the Fees accrued by Rebill during such period.

18. Intellectual and Industrial Property

18.1 The design, creative content, graphic symbols, website screen images and any other content protectable by copyright are for the exclusive use of Rebill. The Merchant shall refrain from reproducing, modifying or commercializing it without Rebill’s prior written consent.

18.2 The Merchant shall refrain from imitating or using Rebill’s domain names, logos, marks and other designations in a manner that discredits Rebill or misleads the public about the origin of Rebill’s products or services, and from unduly profiting from their prestige. The Merchant shall use the payment-method logos as instructed by Rebill.

18.3 The Merchant grants Rebill the free and irrevocable right, during the term of this Agreement, to use and publicly display its marks, names, logos, domains and other designations, in order to publicize that it is a Merchant using Rebill Services.

18.4 The logos, designs and graphic symbols of the payment methods offered by Rebill are for the exclusive use of the card brand. The Merchant acknowledges it has no rights over them.

18.5 The Merchant shall refrain from using the payment-method logos in a manner suggesting that its products or services are promoted, sponsored or produced by the card brand.

19. Assignment

19.1 The Merchant shall refrain from assigning this Agreement or any obligation arising from it without Rebill’s prior express approval. Rebill may do so upon notice to the Merchant.

20. Complete Understanding

20.1 This Agreement supersedes all prior understandings between the Parties and reflects the entire agreement with respect to its subject matter.

21. Confidentiality

21.1 The Parties shall maintain absolute confidentiality over the information they provide to each other that has been designated as confidential, or that is confidential by its nature, including technical and financial information, know-how, methods or business processes. The Parties shall not use confidential information for purposes other than performance of this Agreement, nor disclose it to third parties without prior authorization of the disclosing party. Disclosure does not transfer any rights over the information. If the receiving party must disclose confidential information due to applicable regulation or an order of a competent authority, it shall inform the disclosing party and disclose only to the extent required.

22. Severability

22.1 The nullity or unenforceability of one or more clauses of this Agreement shall not affect the validity and enforceability of the others.

23. Language

23.1 This Agreement was prepared in English, which is the governing version. Translations into Spanish and Portuguese are provided for convenience only. In the event of any discrepancy or conflict of interpretation, the English version shall prevail.

24. Notices

24.1 Rebill shall notify the Merchant at the email address indicated in the Registration Form.

24.2 The Merchant shall notify Rebill at the email address: legal@rebill.com.

24.3 Any notice given by email shall be deemed given on the date of dispatch.

25. Governing Law and Jurisdiction

25.1 This Agreement is governed by the laws of the State of Delaware, United States.

25.2 Any dispute or difference relating to this Agreement shall be resolved by an Arbitral Tribunal before the American Arbitration Association (AAA), subject to its rules and procedure, under the following rules: (a) the Tribunal shall be composed of one (1) or three (3) arbitrators, according to the amount in dispute, appointed by the parties by mutual agreement, failing which they shall be appointed by the AAA; (b) the Tribunal shall decide in law; (c) the Tribunal shall sit in Wilmington, Delaware; (d) the language of the arbitration shall be English.

This Agreement is accepted electronically (e.g., through digital or electronic signature or other means established by Rebill), and such acceptance shall be considered binding upon both Parties.

Annex A — Fees

The Fees applicable to the Merchant are those in effect and published by Rebill from time to time or, where individually negotiated, those set out in the specific annex agreed with the Merchant, which forms an integral part of this Agreement. All Fees are expressed in USD and exclude VAT or similar taxes, which are added in accordance with applicable regulation.

Without stating specific amounts, the following categories of Fees may apply, as set out in the applicable schedule: (a) payment processing for local (L2L) transactions; (b) payment processing for cross-border transactions settled in USD, including a currency-conversion component where conversion is required; (c) dispute/chargeback handling; (d) 3D Secure authentication; (e) fraud screening; (f) rolling reserve; and (g) settlement timing. Such Fees may be adjusted in accordance with Clause 5, including pass-through of provider or network costs.

Electronic acceptance of this Agreement by the Merchant constitutes a valid and binding manifestation of will, with the same legal effect as a handwritten signature.