1. General

• This document includes the General Terms and Conditions under which the Company PAGUELO FACIL and the merchant enter into a payment handling mandate (hereinafter "Agreement").
• The natural or legal person who contracts the PAGUELO FACIL Services is referred to as the "Merchant".
• The PAGUELO FACIL Services are those defined in clause three (3) of this Agreement.
• The PAGUELO FACIL Company incorporated in Panama is PAGUELO FACIL S.A. with R.U.C.1834648-1-710929 and registered office at CALLE 50, EDIFICIO EMBAJADOR PISO 5, FRENTE A PANAFOTO, telephone number +507 8336969 (individually or collectively, as applicable, "PAGUELO FACIL").
• The Merchant contracts PAGUELO FACIL Services for Visa and MasterCard credit and/or debit card processing. PAGUELO FACIL reserves the right to accept natural and/or legal companies that are incorporated or reside in the Republic of Panama only.
• The applicable law to settle disputes arising between the merchant and the Company PAGUELO FACIL, shall be the laws in force in the Republic of Panama. All disagreements, discrepancies or controversies that may arise from this "Agreement", including nullity or invalidity, if any, shall be resolved by a final and unappealable decision of the Arbitration Centre of the Chamber of Commerce, Industries and Agriculture of Panama, to whose rules the parties unconditionally submit.
• Merchant will receive payments from PAGUELO FACIL from its Virtual Account, through local payment methods only enabled by PAGUELO FACIL, such as ACH transfer.
• In order to enjoy the PAGUELO FACIL Services, the Merchant shall carry out a technical implementation in accordance with the integration manuals and technical support material made available on the PAGUELO FACIL website. It will be the Merchant's responsibility to make the necessary technical adjustments and developments to its system and websites in order to properly implement the PAGUELO FACIL system.

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Amendments to the agreement

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• PAGUELO FACIL will modify this Agreement by notifying the merchant of such changes to its registered email address and/or through the PAGUELO FACIL Portal.  
• All modifications to our Terms and Conditions will be posted via the web by logging into our transaction management console https://comercios.paguelofacil.com/ or any other URL assigned for this purpose in the future.

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3. Services

• PAGUELO FACIL is a payment service provider that provides the following services to the merchant:
• You grant an exclusive and revocable licence to use the PAGUELO FACIL platform through which the online processing of payments resulting from the online sale of goods and/or services is carried out (the "PAGUELO FACIL Platform").
• It provides the merchant with different channels for accepting payments for its products and services.
• Maintains transactional control tools and blacklist review to mitigate the risk of transactional fraud.
• Receives funds, on behalf of and for the account of THE TRADE, as a result of the sale of its products and/or services.
• Sends, to the the merchant bank account registered in the Portal section My Company, Bank Accounts, the amounts collected on the occasion of such payments (hereinafter the "PAGUELO FACIL Services").
• The purpose of PAGUELO FACIL is not to collect funds nor to receive bank deposits from the public. PAGUELO FACIL holds the sums collected in favour of the merchant as a payment management mandate.
• PAGUELO FACIL will transfer the sums collected in favour of the merchant from PAGUELO FACIL's bank accounts.
• PAGUELO FACIL does not guarantee the authenticity or legality of transactions processed through its Platform. The risk of fraud by impersonation of a payer, or those of illegality of a transaction are entirely assumed by the merchant.
• PAGUELO FACIL agrees to the activation of one or some of the following services to the merchant:
• Vpos: This is a card-not-present payment option that allows the merchant to receive payments without the need for a website. Due to the type of transaction, the merchant is obliged to keep for each and every transaction a charge authorisation letter, duly signed by the cardholder. The information must be documented in the specific format indicated by PAGUELO FACIL. Any transaction that is the subject of a chargeback or claim and does not have the support indicated here, will be automatically accepted and a refund will be applied to the cardholder. The Merchant will assume the costs for commissions, penalties and associated charges.
• Email Payment: This is a service in which the merchant will be able to request payments via email. This functionality is carried out directly from the PAGUELO FACIL Portal. The Merchant undertakes to send the payment request to the end user and at no time shall the Merchant send the request to itself in order to process the transaction. This type of behaviour could be penalised by PAGUELO FACIL, up to temporary or permanent deactivation of the account if PAGUELO FACIL deems it necessary.
• Payment Button (APP - ECOMMERCE): This is a service that provides a solution for receiving payments through a website or mobile application (APP) depending on the integration that the Merchant has with it. The Merchant will be responsible for the collection and transmission of the cardholder's data, which are considered confidential:
• PAN (Main account number of the credit card).
• Name of the card holder.
• Expiration Date.

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AUTHENTICATION CODES:

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1. CAV2 - Card Authentication Value (JCB cards)
2. CVC2 - Card Validation Code (MasterCard cards)
3. CVV2 - Card Verification Value (Visa and Discover cards)
4. CID - Card Security Code (American Express cards)

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• The Merchant is not authorised under any circumstances to store cardholder and authentication data, unless it has the authorisations and certifications for this purpose and these are delivered to PAGUELO FACIL, S.A.; ROC (Compliance Report) AOC (Attestation of Compliance). The Merchant undertakes to install a security protocol that makes use of digital certificates to establish secure communications over the Internet TLS (Transport Layer Security); this protocol may need to be updated depending on changes in the PCI DSS Payment Card Industry Data Security Standard. PAGUELO FACIL may terminate the contract if the Merchant fails to comply with the above or if it was initially approved with these conditions and certifications, but then they are not duly renewed. The Merchant will assume the corresponding penalties for such non-compliance, for which PAGUELO FACIL will withhold the merchant's funds until the merchant can be held accountable. PAGUELO FACIL may fund the associated costs to meet the commitment with the brands, cardholders and/or regulatory bodies of the payment process.
• Payment Link: This is a link or URL that is generated through the merchant's account on the PAGUELO FACIL portal. The Payment Link allows the merchant to request payments through social networks, messaging and other written communication channels without the need to download a specific application or have a website.

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4. Types of Transactions

• A transaction type is the way in which a transaction is processed to make a payment for a good or service. PAGUELO FACIL, through its payment processing system, offers the following types of transactions:
• Authorisation and Capture: is a transaction where the amount of the transaction is authorised and debited in one step. It is the most frequently used type of transaction.
• Pre-authorisations: is a type of transaction that allows funds on a credit card to be placed on temporary hold for a certain period of time, with a view to subsequently reversing or capturing the funds.
• The use of Pre-Authorisations is intended to significantly reduce the chances of fraud. At the same time, to control the process of inventory management and proper use of the service provided by the merchant, the final amount of which may vary, but with due authorisation from the cardholder. The final authorisation amount may be less, equal or greater than the Pre-Authorisation amount, depending on the service and with the cardholder's prior acceptance. The Merchant will have 5 days to capture or reverse the funds.
• The amount of the final authorisation may be less than or equal to the Pre-Authorisation, but never more than the Pre-Authorisation.
• Recurring: This is a type of automatic and periodic transaction in regular instalments that take effect on a pre-set date when a subscription is made. The payment is initiated directly by the merchant with a pre-authorisation from the cardholder and executed repeatedly at specific time periods. Another type of recurrence is when data from a previously tokenised transaction is used to apply a new charge.

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5. Payment Methods

The payment method is the attribute through which the payment method of the transaction is expressed. Within the PAGUELO FACIL system, one or more of the following payment methods can be used:

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• Credit or debit card: A credit card is a means of payment that allows you to make purchases and pay for them later. It is called "credit" because the amount you use to make the purchase corresponds to a revolving credit line granted by the financial institution. There are also "debit" cards that are mostly linked to a bank account so that you can top up or fund your account when you use them.
• PagoCash: This is a method that allows users to make cash payments, generated from the the merchant website or through the Email Pago service, selecting the cash payment option in both cases. The cash deposit is made through the PUNTO PAGO kiosks or another channel enabled in the future, in alliance with PAGUELO FACIL. For transactions exclusively through PUNTO PAGO, the Merchant will have a maximum limit per transaction of TWO HUNDRED AND 00/100 AMERICAN DOLLARS ($ 200.00 USD) and will only be able to apply the cost of its products or services in whole numbers. Merchant may not issue refunds for transactions paid in cash through the PAGUELO FACIL Portal. Refunds must be made by the merchant by other methods and will be the full responsibility of the merchant. PAGUELO FACIL is not responsible for any claims filed by the merchant users for transactions made by PagoCash through Kiosks or other payment channels.
• Nequi: It is an app or virtual wallet that allows the management of money, as well as making payments at affiliated merchants. The Merchant will not be able to make refunds for transactions paid in cash through Nequi, through the PAGUELO FACIL system. Refunds must be made by the merchant by other means and will be the full responsibility of the merchanto. PAGUELO FACIL is not responsible for any type of claim presented by the users of the merchant, for transactions made through Nequi.
• Key Cards: This is a non-transferable banking tool used to make payments or withdraw cash, and is associated with the balance held in a savings or current account. This method of payment only applies to the banking network of the Republic of Panama. Refunds must be made by the merchant by other means and will be the full responsibility of the merchant. PAGUELO FACIL is not responsible for any type of claim presented by the users of the merchant, for transactions made through Clave Cards.

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6. From the PAGUELOFACIL account

• Upon acceptance of this Agreement, PAGUELO FACIL will create a single user account for the Merchant on the PAGUELO FACIL Platform (hereinafter the "PAGUELO FACIL Account"). It will also give the Merchant access to the Merchant Portal by granting it a user name and password. The Merchant shall be solely responsible for the safekeeping of this password. Any transaction carried out with the password will be valid and binding for the Parties.
• The PAGUELO FACIL Account will be associated with a sub-account to which PAGUELO FACIL will credit the amounts resulting from the Merchant's sales.
• Merchant will receive the proceeds of its sales, after deduction of EASY PAYMENT Fees, reversals and chargebacks applied, and amounts withheld from the Reserve Fund, where applicable (hereinafter, the "Balances").
• The Merchant will be able to monitor its operation and fund movements by logging into the Merchant's Portal. PAGUELO FACIL will not send account statements to the Merchant, as the Merchant will be able to access all the information corresponding to its Account by logging into the Merchant's Portal.
• The Merchant will request from its Virtual Account(s) the transfer of available Balances to its Bank Account, indicating the amount to be transferred. PAGUELO FACIL will not make Balance transfers automatically.
• If the Merchant requires to change the Bank Account and/or add a new one to which it receives or will receive the transfer of its Balances, it may do so through the the merchant Portal. PAGUELO FACIL may, at any time, request a bank reference letter to validate the information registered. The financial information entered by the merchant will be the full responsibility of the merchant.
• In any case, the Merchant releases PAGUELO FACIL from any liability in connection with erroneous or unsuccessful money transfers due to improper registration of information.
• If the Merchant breaches this Agreement, PAGUELO FACIL may, at its discretion, disable one or more means of payment or partially or totally suspend the transfer of Balances to the Merchant.

7. Withholding Agent

• PAGUELO FACIL, based on the Executive Decrees No. 463 of October 14, 2015, No. 470 of October 30, 2015, which regulate the provisions of the Tax on the Transfer of Movable Property and the Provision of Services (ITBMS), based on Resolution No.201-1377 of March 7, 2016, which recognizes PAGUELO FACIL as a Withholding Agent by the DGI and in compliance with Executive Decree No. 84 of August 26, 2005, with its regulatory rules, will proceed to the withholding applicable by Law for the sales of goods or provision of taxed services, which are made to their customers by the establishments affiliated to the debit and credit card administrators, which is currently 50% of the ITBMS caused. When the Law is amended, we will notify the merchant of the new form of withholding.
• The decree establishes that credit and debit card issuers or administrators, at the time of payment to the affiliated merchant's account, will be obliged, among others, to
• Withholdings shall be made per transaction and shall be remitted to the Directorate-General for Revenue at the close of each month.  
• PAGUELO FACIL will issue an ITBMS withholding certificate to all affiliated businesses on a monthly basis for the withholdings made from each business. This will be sent by email to the address registered in the the merchant Portal.
• The Merchant accepts that it is responsible for the fulfilment of its obligations before the DIRECCIÓN GENERAL DE INGRESOS and its tax obligations. PAGUELO FACIL is not responsible for any claim presented by the merchant to this state institution.

8. Tariffs

• PAGUELO FACIL will apply a commission on each and every approved sales transaction.
• PAGUELO FACIL will apply a transaction fee to each and every sales transaction processed.
• PAGUELO FACIL will apply a fee in addition to the fee mentioned in numeral 8.1, of 1% on each and every approved sale amount from credit cards of international issuers.
• PAGUELO FACIL will apply the ITBMS charge (7%) to all commissions and transaction fees as defined by financial law.
• Details of PAGUELO FACIL rates and costs can be consulted at any time on our website: www.paguelofacil.com.
• None of the costs associated with this process, registration fees, commissions, transaction fees, penalties and taxes are not refundable under any reason or circumstance to the merchant and remain definitively with PAGUELO FACIL.

9. From payment to trade

• PAGUELO FACIL, will offer you an administration panel where you can request your funds, these will be processed within forty eight (48) to seventy two (72) working hours, Monday to Friday and will be paid into your bank account in the time it takes your bank to pay the funds; these payments will be made except for the agreed commission and transaction fee.
• PAGUELO FACIL will pay the funds to the merchant by bank transfer to the bank account provided by the merchant. This can be in the name of the merchant or its legal representative, if PAGUELO FACIL deems it necessary.
• The commissions and costs incurred by the merchant will be supported by PAGUELO FACIL through the administration panel, section "Account Movements" and can be consulted by the merchant at any time.
• Each payment made to the merchant will be charged ($1.00 USD) plus ITBMS as an administrative handling fee.
• PAGUELO FACIL, in order to safeguard its interests, may reserve the right to apply the first payment to the merchant 7 working days after the first actual transaction is made. Subsequent payments to the merchant will be made according to the requests made by the merchant through the administration panel. The merchant will receive your funds up to 72 hours by bank transfer (ACH) once the request has been processed. Applies to accounts undergoing a reactivation process.

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10. Use of service

• PAGUELO FACIL will notify the merchant of possible fraudulent transactions, and if such is the case, PAGUELO FACIL is entitled to cancel transactions that are found to be illegitimate at its discretion. The Merchant agrees in advance not to dispute or dispute such transactions and shall pay the fee associated with the latter. PAGUELO FACIL undertakes to justify each rejected transaction with due support and back-up for the bank.
• For validation and monitoring of fraudulent transactions, PAGUELO FACIL has the right to and will randomly make calls to the merchant customers to validate transactions. During this validation period, PAGUELO FACIL is entitled to withhold all or part of the merchant's funds for as long as necessary to confirm such transactions.
• For risk and prevention purposes, PAGUELO FACIL may request information about processed transactions from the merchant for validation or use any other method available to PAGUELO FACIL for such validation. In order to safeguard its interests, PAGUELO FACIL may return or withhold funds for those transactions that cannot be validated satisfactorily in compliance with the credit card brand alignments.
• The Merchant is obliged to deliver the goods and/or services purchased from a valid transaction, regardless of the payment date stipulated with PAGUELO FACIL for the collection of the transactions.

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11. Obligations of PAGUELO FACIL

• PAGUELO FACIL undertakes to provide the services detailed in this Agreement on an uninterrupted basis, 24 hours a day, seven days a week.
• PAGUELO FACIL is obliged to exercise all the controls recommended by the banks, Visa and MasterCard to prevent fraudulent transactions.
• PAGUELO FACIL undertakes to keep confidential the information of the merchant and its affiliated or related companies, to which PAGUELO FACIL has access by virtue of the provision of the services established in the present contract.

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12. Obligations of the merchant

12.1 Without prejudice to the other obligations set out in this Agreement, The merchant shall have the following obligations:

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• The Merchant agrees to accept the use of PAGUELO FACIL on the terms, terms and conditions set out in these Terms and Conditions. Any extension of services or modification of procedures shall be included in these Terms and Conditions by amendments to be notified by both parties.
• For fraud prevention purposes, the merchant shall at all times send PAGUELO FACIL the end user's e-mail address, regardless of the service used by the merchant.
• All software and components of the PAGUELO FACIL Platform are the property of PAGUELO FACIL. The Merchant agrees to use the software only for the purposes set out in these Terms and Conditions.
• With regard to the software and all the components necessary for the correct functioning of the PAGUELO FACIL Platform that are made available to the merchant, it is forbidden to download them to local physical media, transfer them to servers or domains other than those contracted, compile, de-compile, disassemble, split and transfer them to third parties.
• In the event of account deactivation, Merchant agrees and undertakes not to use or disclose any information, method, operation or process owned by PAGUELO FACIL.
• The Merchant is fully and exclusively responsible for the quality and guarantee of the goods and services that it sells to its customers using the PAGUELO FACIL system, as well as for dealing with complaints and claims regarding the products that they may present.
• The Merchant undertakes to respect the prices and sales conditions published on its website and to notify PAGUELO FACIL within 72 hours of any changes.
• The prices of the products and/or services will only be in US dollars USD, legal tender in the Republic of Panama.
• The Merchant may use on its website only the logos published on the PAGUELO FACIL website www.paguelofacil.com in the help section, option buttons and official logo.
• The Merchant shall have available at all times the policies of sales, shipments, returns and claims, among others, thus allowing PAGUELO FACIL to carry out the validation controls and support of claims made by the users.
• The Merchant agrees to keep its sales, shipping, returns and complaints policies, among others, up to date and shall notify its customers in case of updates or changes, if necessary.
• The Merchant undertakes to use the services of PAGUELO FACIL for lawful purposes. Under no circumstances may it use such services to promote, market and/or execute acts that contravene regulations related to the prevention of money laundering, the financing of terrorism and/or the financing of the proliferation of weapons of mass destruction in Panama or anywhere in the world. Violation of this provision will result in immediate termination of the contract by PAGUELO FACIL.
• The merchant shall not, under any circumstances, submit for processing or credit, directly or indirectly, a transaction that originated from any other the merchant, or any other source.
• The merchant will not initiate sales transactions for the purpose of collecting backcharges.
• Merchant shall indemnify and hold PAGUELO FACIL harmless from any claims, liabilities, losses and damages, including reasonable attorneys' fees and costs, direct or indirect arising out of Merchant's breach of the terms of this agreement or arising out of any other act, omission or failure, or for Merchant's breach of any warranty under this agreement, the rules of card associations, the operating regulations or violation of any national, federal or state laws, rules and regulations. PAGUELO FACIL will deduct from the merchant's account(s) or amounts outstanding.

12.2 The Merchant agrees not to use the PAGUELO FACIL payment system for the following:

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• Sales made under a trade name or business affiliation other than that stated in this Agreement or that is not approved in writing by PAGUELO FACIL. This applies to merchants who claim to sell one product and actually charge for another product or service.
• Commercial transactions prohibited or not covered by the application of the merchant.
• Any transaction that violates the law or regulations applicable to the merchant's business.
• Sales for the benefit of third parties.
• Any amount not authorised for payment through the system by the customer.
• The Merchant agrees to immediately notify PAGUELO FACIL in the event of a change in the line of business or the products or services offered.
• The Merchant agrees to comply with all laws applicable to its business including, but not limited to, any export, import and other restrictions on the sale of The Merchant's products.
• The Merchant may not process credit cards for the purpose of cash advances. Such activity may be grounds for temporary or permanent account deactivation.

13. Personal data

• The Parties shall give appropriate treatment to the personal data provided by payers, in compliance with the applicable regulation.
• The Merchant authorises PAGUELO FACIL to process the personal data of payers for the following purposes: process payments, validate transactions, in order to mitigate the risk of identity theft of cardholders, send them promotional and advertising information from PAGUELO FACIL, merchants registered in the PAGUELO FACIL Platform and third parties that include promotions for the purchase of goods or services through the PAGUELO FACIL Platform, send discount coupons, affiliate to loyalty programs, create profiles of the payer's consumption, among other promotional and advertising materials that may be of interest to the payer.

14. Prohibited and Restricted Activities

Trading shall not under any circumstances engage in or facilitate any activities that are designated as "High Risk" under the Rules. These include, but shall not be limited to:

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• Pornography in any form.
• Any activity that may be considered prostitution in any of its forms
• Casinos and gambling.
• MarketPlace
• Neutraceuticals- Sports Supplements
• Food Supplements.
• State-controlled drugs and substances.
• Electronic cigarettes and/or vaporisers
• Sexual Stimulants such as Viagra, Cialis, etc...
• Illegal materials and/or services.
• Services and/or products that promote racism, xenophobia, crime and terrorism.
• Products and/or services marketed by informal or illegal companies.
• Counterfeit copies or 'replicas'.
• Alcoholic Beverages, Cigarettes, tobacco or electronic cigarettes. Drugs and substances controlled by the State.
• Filesharing (File Sharing)
• Copyright infringement (copyright infringement)
• VirtualCurrency
• Video game virtual cards
• Weapons of all types.
• Incoming and outgoing calls (Callcenter)
• Countries sanctioned on OFAC list

PagueloFacil will be able to apply a penalty between 500.00 USD and up to 50,000.00 USD in concept for reason of processing an item not allowed by PagueloFacil in its policies established in these terms and conditions or to process a different item to the one declared in the registration application at the moment of the account opening, without a previous notification and approval of PagueloFacil.

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15. Reversals

• In the event that the merchantneeds to request a refund on a transaction, it may do so through the Portal.
• Refunds are made to the cardholder in the time it takes for the Acquiring Bank and the issuer to process the request.
• All refunds made will be made net of commission, transaction and other associated costs.
• The merchant may not make a reversal after 90 days have elapsed.
• The merchant may reverse a transaction for the full or partial amount of the transaction, provided that the sum of all reversals associated with the same transaction does not exceed the original amount of the transaction.
• The Merchant will make reversals in accordance with its policies. Merchant may not make reversals for an amount less than the amount of the transaction in question without prior notification and acceptance by the cardholder or without this process being made explicit in its return policies.

16. Chargebacks and Claims

• A chargeback is a mechanism created by banks to settle disputes about charges made to a credit or debit card. It is a way to protect the credit card holder from charges made without their consent. The merchant is responsible for any and all transactions processed through their account.
• A claim is generated when the cardholder contacts his/her bank directly to notify that he/she does not recognise a charge made to his/her credit or debit card through his/her business. At that point, the issuing bank (cardholder's bank) creates a claim request to your business. This request is issued to the payment facilitator, in this case PAGUELO FACIL, which we proceed to communicate to the merchant involved.

There are several reasons why the merchant may receive a notice of complaint. The main or most common are as follows:

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• Charge not recognised (Fraud)
• Fraudulent transaction
• Duplicate charge
• The product or service was not delivered
• The product or service was not as expected
• Unprocessed credit

The cardholder has a period of 120 days from the date on which the transaction was made to file a complaint. And 365 days from the date on which the transaction was made to request information about a purchase made with their credit card. If the merchant does not respond, the "Request" automatically becomes an undisputed claim (not open to dispute or argument to support the case).

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When a claim is filed, PAGUELO FACIL immediately debits your PAGUELO FACIL account the sum of $ 64.20 USD (sixty four and 20/100 USD) equivalent to the penalty for each claim filed. Likewise, PAGUELO FACIL, proceeds with the retention of the total amount of the transaction in claim, until the resolution of the claim is obtained. This amount may be increased from time to time. Merchant hereby authorizes PAGUELO FACIL to debit without notice, from Merchant's account, the back charges and back charge penalty on a daily basis and if such collection is improper, agrees to immediately reimburse PAGUELO FACIL for any shortfall in the account that occurs as a result of such charges.

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PAGUELO FACIL issues a formal notification with the details of the transaction to the email registered in the Portal on the same day that PAGUELO FACIL receives the claim from the issuing bank.

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Upon receipt of formal notification from PAGUELO FACIL, the merchant may choose one of the following alternatives:

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• The merchant may provide all evidence necessary to dispute the claim.
• The Merchant may accept the claim. In this case the money will be deducted from your available balance in your PAGUELO FACIL account. The case is closed and the merchant loses the claim.
• The Merchant will have five (5) business days to send all documentation supporting the charge made. If no response is received from the merchant, PAGUELO FACIL will proceed with the immediate refund of the amount of the transaction in claim and the merchant will have lost the case.

Upon receipt of a complaint request, the merchant may do the following:

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• Contacting the cardholder: The merchant should find out why the claim has been filed, as claims are often created because the cardholder does not remember the charge.

Providing Evidence: The Merchant must submit any documentation or evidence it handles regarding the transaction in dispute. Some documents to send as evidence are:

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• Invoice
• Transaction receipt
• Waybill and proof of delivery (in case of physical product)
• E-mail conversations
• Charge confirmations

The evidence needed will depend on the reason for the claim. PAGUELO FACIL, through the initial notification of the claim, will indicate which are the necessary supports or proofs to dispute or represent the case. If evidence has NOT been provided within 5 working days, PAGUELO FACIL will consider by default that the merchant accepts the claim and the merchant will have lost the claim.

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Claim resolution: In case the issuing bank (the cardholder's card bank) determines that the charge is legitimate, the status of the claim will change to "Won". In this case, the claim amount will be released to your PAGUELO FACIL account. Penalty charges are non-refundable. In case the acquiring bank determines that the charge was made improperly, the status of the claim will change to "Lost". In this case, the money is transferred back to the cardholder and the merchant will have forfeited the transaction amount.

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The claim or chargeback process has 3 phases, which can take between 30 to 90 days.

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• Chargeback: This is how a claim or chargeback process is initiated against the transaction under claim.
• Pre-arbitration: This is when the issuing bank indicates that the evidence submitted bythe merchant is not sufficient to support the transaction. During this phase, the merchant will have the opportunity to provide new evidence to help support the transaction. The Merchant will only have three (3) business days to send the information to PAGUELO FACIL.
• Arbitration: This is when all the evidence is presented and the cardholder still refutes the claim or chargeback. At this point the decision is taken directly by the brands (VISA and MASTERCARD). This process carries an additional cost of $ 500.00 (five hundred and 00/100) which is borne by the Merchant and it is at the Merchant's discretion whether or not to proceed to this stage. If the Merchant chooses not to proceed to this stage PAGUELO FACIL will by default consider that the Merchant accepts the chargeback and the Merchant will have forfeited the claim or chargeback.

Transactions that are entered under the reason: Fraud or Failure to Acknowledge Transaction, go immediately to Arbitration and can only be represented under certain specified documentation such as:

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• Acknowledgement of the transaction by the cardholder with copy of the ID.
• Credit card validation.

The merchant undertakes to provide PAGUELO FACIL with the documentation required by the bank at any time and which supports the fraudulent transactions carried out by the merchant's clients. Likewise, the merchant undertakes to provide PAGUELO FACIL with the documents required by the bank to support the fulfilment of any of the obligations contained in this Agreement.

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Merchant agrees to retain all sales slips, credit vouchers and other transaction confirmations for at least one (1) year after issuance. Such documents or corresponding electronic files shall be stored in a manner that allows their retrieval and presentation in readable PDF format for at least 3 days after Merchant receives a request from PAGUELO FACIL, as a Card issuer may, over a period of time, request duplicate copies of the same sales receipt, Merchant must retain at least one readable copy of each card transaction for a full period. Failure to provide PAGUELO FACIL with the requested documentation within five (5) business days of receipt of such a request may result in the transaction being charged to Merchant and PAGUELO FACIL shall have the right to debit the account for the full amount of the transaction in question.

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The Merchant is aware that the resolution of claims made by customers using PAGUELO FACIL payment methods is the sole and exclusive responsibility of the payment processors and issuers. The Merchant undertakes to comply faithfully with the decisions taken by the aforementioned payment processors and issuers.

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The merchant expressly undertakes to comply faithfully with the decisions taken in the preceding paragraph.

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PAGUELO FACIL will immediately withhold the total amount of the transaction that is registered as a claim from the available balance of the merchant's account, without requiring prior notification from PAGUELO FACIL.

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In the event that the counterclaim is represented and a judgment is rendered in favour of the merchant, PAGUELO FACIL will return the amounts withheld. In the event that the claim is represented and a judgment is rendered against the merchant, PAGUELO FACIL reserves the right to definitively maintain the withholding of funds as a means of payment to the customer for a valid claim.

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Merchant agrees to pay to PAGUELO FACIL, any fees or penalties resulting in Chargebacks that any Association imposes on PAGUELO FACIL and any other fees or penalties imposed by an Association with respect thereto as a result of any act of omission by Merchant. This provision includes any fees that may be imposed by PAGUELO FACIL on the merchant pursuant to this Agreement.

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Merchant agrees to pay to PAGUELO FACIL, any fees or penalties resulting in Chargebacks that any Association imposes on PAGUELO FACIL and any other fees or penalties imposed by an Association with respect thereto as a result of any act of omission by Merchant. This provision includes any fees that may be imposed by PAGUELO FACIL on the merchant pursuant to this Agreement.

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The Merchant must take all necessary measures to guarantee the veracity and authenticity of the payments received, expressly accepting that PAGUELO FACIL may terminate the present contract in the event that the Merchant incurs in more than 3 reversals or fraudulent payments in a period of thirty (30) days.

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In the event of more than 1% (one percent) of claims versus gross sales in two consecutive months, PAGUELO FACIL may terminate this agreement immediately, without prejudice to the withholding of available funds for a period not exceeding 120 days, to meet any possible incoming claims after the closing of the transaction.

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In the event that the merchant does not have sufficient funds in its account to meet any claims, claims or penalties, the merchant must immediately sign a promissory note issued by PAGUELO FACIL, where it assumes full responsibility for what is owed.

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The Merchant and the Legal Representative shall be liable for all claims at the time that PAGUELO FACIL requires collection and the Merchant refrains from payment, PAGUELO FACIL may proceed legally and the Merchant and the Legal Representative shall be liable for payment plus any legal costs involved in the recovery process.

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17. Account Restriction

These are temporary restrictions that PAGUELO FACIL places on yourthe merchant account, which result in you not being able to withdraw, send or receive money in your account. Having restrictions on an account does not imply that it is being used incorrectly as in most cases it is applied to maintain the security of the the merchant account and the funds in it.

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Reasons causing account restrictions:

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• The account does not comply with all regulatory requirements mandated by PAGUELO FACIL, the card brands or our regulators.
• The account has TWENTY PERCENT (20%) of transactions denied within a 30-day period.
• The account maintains a high rate of claims and chargebacks, above what is allowed by the card brands' rules.
• Non-compliance with the processing conditions set out in the Terms and Conditions, such as: items not allowed, domain changes, processing outside the limits set.
• Sudden increase in processing volume, above the average that the merchant carries on its account.
• Transaction flows with suspicious behaviour may cause your account to be restricted until PAGUELO FACIL investigates and prevents fraudulent charges. The Merchant shall support the process to be efficient and transparent.

PAGUELO FACIL will send a notification to the e-mail address registered in thethe merchant account and/or through the Portal in the event that PAGUELO FACIL applies a restriction, indicating the reasons.

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If the the merchant account has been restricted this could include blocking funds from one or more transactions that are in the process of validation, up to temporary or permanent deactivation of the account, as well as reversal of withdrawals.

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The time it takes to remove account restrictions varies depending on the situation. The fastest way to keep the process moving is to submit the requested information as soon as possible, maintaining cooperation and ongoing communication with PAGUELO FACIL through the support channels info@paguelofacil.com.

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Once the merchant receives a notification from PAGUELO FACIL for support, validation or representation of an the merchant transaction and/or business activity, the merchant will have 24 to 72 business hours to submit such information and PAGUELO FACIL will have 24 to 72 hours to issue a response with the result of the review. In some cases we may request additional information.

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All validation and/or representation is done in writing through the channels of info@paguelofacil.com or riesgo@paguelofacil.com and our customer service staff cannot lift a restriction via telephone.

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18. Account Deactivation

• PAGUELO FACIL, in its sole discretion, reserves the right to suspend or terminate these Terms and Conditions, access to or use of its websites, software, systems (including networks and servers used to provide some of the PAGUELO FACIL services) operated by us or on our behalf or to some or all of the PAGUELO FACIL services for any reason at any time, upon notice and, following termination of these Terms and Conditions of Use, payment of any unrestricted funds in your PAGUELO FACIL balance.
• PAGUELO FACIL may deactivate the the merchant account definitively, under the following circumstances:
• The Merchant processes an item not allowed or an item considered High Risk by PAGUELO FACIL.
• Lack of validation of transactions, under the parameters indicated by PAGUELO FACIL.
• Merchant submits ONE PERCENT (1%) of chargebacks or claims within a period of two consecutive months on the same brand of card.
• Failure to comply with any of the provisions of these Terms and Conditions.
• The Merchant uses a different internet domain than the one contracted or an unauthorised access to the system.
• The merchant compiles, decompiles, moves, breaks down, disassembles, downloads, copies or transfers to third parties the software with which the merchant provides the services set out in these Terms and Conditions.
• PAGUELO FACIL after deactivation of the the merchant account, may refund transactions or hold funds for up to 120 days to deal with possible claims and/or refunds, if deemed necessary.

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19. Inactive Accounts

PagueloFacil will be able to apply a penalty between 500.00 USD and up to 50,000.00 USD for reason of processing an item not allowed by PagueloFacil in its policies established in these terms and conditions or to process a different item to the one declared at the moment of the account opening, without a previous notification and approval of PagueloFacil.

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20. Closing of accounts

Merchant may close your account and terminate its relationship with PAGUELO FACIL at any time without cost or penalty, but Merchant will remain liable for all obligations related to your account even after your account is closed. Upon account closure, PAGUELO FACIL will cancel all scheduled or incomplete transactions. PAGUELO FACIL may apply partial or total withholding of the available balance within 30 to 120 days as well as requesting support for validation of the last transactions recorded in the merchant's account.

The merchant may not close your account under the following circumstances:

• To evade investigation.
• If there are open claims.
• Whether the account is subject to a hold, restriction or reservation.

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21. Guarantee

PAGUELO FACIL may ask the merchant, at any time, to provide an eligible guarantee for PAGUELO FACIL, as well as apply a retention percentage between FIVE PERCENT (5%) and TEN PERCENT (10%) released in terms of 90 to 120 days to each transaction as a backup for certain high-risk transactions.

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22. Payer Terms and Conditions

Where the Merchant has an API integration, the Merchant shall have terms and conditions for its buyers on its website, including the following content:

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• That the payer uses the payment system at his own risk.
• That the payment system provider does not guarantee the availability or delays of the platform processing transactions.
• That the payment system provider does not guarantee the security of the platform, and in particular the non-occurrence of fraud with cardholder information.
• That the payment system provider does not guarantee the correct and timely processing of transactions through the platform.
• That the payment system provider disclaims liability for the goods and/or services offered, their quality, safety, suitability and delivery time.
• That the payment system provider is not liable for the payment of taxes arising from the contractual relationship between the Merchant and the Payer.
• That the payment system provider disclaims liability for the merchant's failure to comply with its obligations related to the handling of personal data.
• That the payer authorises the payment system provider to use their personal data to mitigate the risk of identity theft of cardholders, send them promotional and advertising information PAGUELO FACIL, of the merchants registered in the PAGUELO FACIL Platform and third parties that include promotions for the purchase of goods or services through the PAGUELO FACIL Platform, send discount coupons, affiliate loyalty programs, create consumer profiles of the payer, among other promotional and advertising materials that may be of interest to the payer.
• That the payer may request the payment system provider, at any time, not to send him promotional or advertising information, or to send him only certain information that is of interest to him.

PAGUELO FACIL may request Merchant to modify its Buyer Terms and Conditions to delimit differently PAGUELO FACIL's liability to Buyers. Merchant shall comply with such modifications within three (3) business days of notice to do so.

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23. Recurrent Debits to Payers

• At the merchant's request, PAGUELO FACIL will enable it to make automatic periodic debits from the credit cards of consenting payers in order to pay for the successive supply of goods or services ("Recurring Debits").
• Merchant shall obtain prior written authorization from payers consenting to Recurring Debits and shall provide PAGUELO FACIL with proof of such authorization upon request. Along with proof of the payer's authorisation, Merchant shall provide PAGUELO FACIL with the name and credit card number of the payer, as applicable, among other data necessary to process Recurring Debits.
• The merchant will notify the payor of the date on which Recurring Debits will occur.
• The Merchant shall verify that the Recurring Debits have been credited to its Virtual Account using the means of consultation offered for this purpose by PAGUELO FACIL.
• The Merchant will reimburse the Payer for any debits made as a result of untimely or inadequate notification to PAGUELO FACIL of the cancellation of the Recurring Debit service.
• PAGUELO FACIL will 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.
• PAGUELO FACIL shall not be liable for any damages suffered by Merchant or its payers if it makes or fails to make Recurring Debits resulting from Merchant's untimely or inadequate notification of the activation or cancellation of the Recurring Debit service.

24. Limitation of Liability

Neither PAGUELO FACIL nor the bank assumes any liability in any of the following situations:

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• Malfunctioning and/or abnormal operation, including no operation, of card processor servers.
• Malfunctioning and/or abnormal operation, including no operation, of any intermediary involved in the process.
• Loss of profit resulting from any of a and b above.
• Termination, cancellation or nullity of the card processors' contract with PAGUELO FACIL.
• Warranty, support, technical service, repair, compensation, replacement, reshipment, claims, complaints, denunciations of the goods and/or services sold by the merchant, who assumes full, complete and total legal responsibility for the products and/or services it sells, expressly accepting to exclude PAGUELO FACIL, its legal personality and the persons who work or are related in any way with them, from any procedure, in any way and for any reason, of events resulting from the sale of products and/or services by the merchant.
• Bank charges and commissions or those of related financial institutions of which the Merchant is a client, arising from the deposit, deposit or transfer of the amounts delivered by PAGUELO FACIL to the Merchant, even in the event that such charges are generated by PAGUELO FACIL.
• PAGUELO FACIL does not assume any responsibility for the fiscal and tax obligations of the merchant.
• All modifications to our terms and conditions will be notified via the web by logging into our transaction management console https://secure.paguelofacil.com/.
• The execution of unlawful acts by the merchant.
• Any indemnity arising out of the proven contractual liability of PAGUELO FACIL shall be capped at twenty percent (20%) of the total value of the Fees paid by the Merchant for the provision of PAGUELO FACIL Services during the twelve months prior to the occurrence of the damage, or if such term is less, twenty percent (20%) of the total value of the Fees earned by PAGUELO FACIL during such term.

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25. Compensation

Merchant shall indemnify PAGUELO FACIL for actions related to your PAGUELO FACIL account and your use of the PAGUELO FACIL services. Merchant agrees to defend, indemnify and hold harmless PAGUELO FACIL from any claim or demand (including reasonable legal fees) made or incurred by any third party due to or arising out of your breach of these Terms and Conditions, your misuse of the PAGUELO FACIL services, your violation of any law, or your violation of any law or regulation, or your violation of any law or regulation, your violation of any law or violation of the rights of a third party and/or the actions or inactions of any third party to whom you grant permissions to use your PAGUELO FACIL account or have access to our websites, software, systems (including networks and servers used to provide any of the PAGUELO FACIL services) operated by us or on our behalf.

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Intellectual and Industrial Property

• The design, creative content, graphic symbols, screenshots of the website and any other content subject to copyright protection are for the exclusive use of PAGUELO FACIL. With the exception of the provisions of clause 18.3, relating to the use of the software, the Merchant will refrain from reproducing, modifying or commercialising it with the prior written consent of PAGUELO FACIL.
• Merchant grants to PAGUELO FACIL the free and irrevocable right, during the term of this Agreement, to use and publicly display its trademarks, names, logos, domain names and other designations owned or used by it, in order to make it known that it is a Merchant using PAGUELO FACIL Services.
• PAGUELO FACIL grants to the Merchant a non-transferable, revocable, non-exclusive license to download and use the PAGUELO FACIL software to integrate its system with the PAGUELO FACIL Platform and/or to enjoy the PAGUELO FACIL Services. This licence includes the use of the software, its updates and replacements. The Merchant will use the PAGUELO FACIL software in accordance with the instructions given by PAGUELO FACIL and will refrain from using this licence for the benefit of third parties not authorised by PAGUELO FACIL. The merchant will abstain from reproducing or intervening the software of PAGUELO FACIL in order to create source codes or objects derived from it, or for any other purpose. PAGUELO FACIL disclaims any responsibility for the downloading or use by the Merchant of third party software in order to enjoy the PAGUELO FACIL Services.

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27. Transfer

Merchant shall not assign these Terms and Conditions or any obligation arising hereunder without the express prior approval of PAGUELO FACIL. PAGUELO FACIL may do so upon notice to Merchant.

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28. Full understanding

This Agreement supersedes all previous understandings between the Parties and reflects the entire agreement with respect to the subject matter hereof.

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29. Confidentiality

The Parties shall maintain absolute confidentiality with respect to information provided to each other that has been designated as, or by its nature is, confidential, including without limitation technical, financial information, know-how, methods or business processes. The Parties shall refrain from using confidential information for purposes other than the performance of this Agreement and from disclosing it to third parties without prior approval of the disclosing party. The provision of confidential information shall not entail the transfer of any rights in the confidential information. If the receiving party is required to disclose Confidential Information obtained by reason of applicable regulation or order of a competent authority, it shall inform the disclosing party and shall disclose it only to the extent required by such regulation or authority.

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30. Integrity

The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity and enforceability of any other provision or provisions.

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31. Language

This Agreement was prepared in Spanish. In the event that a judge requires a translation to settle a dispute, he or she will follow the version prepared by PAGUELO FACIL in Spanish.

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32. Notifications

• PAGUELO FACIL will notify the merchant at its email address registered on the Portal.
• The Merchant may notify, make queries or complaints to PAGUELO FACIL by e-mail: info@paguelofacil.com.
• Any notification made by e-mail shall be presumed to have been made on the day it is sent.

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33. Express Resolutory Clause.

The parties expressly agree that grounds for early termination of this contract shall constitute grounds for early termination of this contract:

• The non-performance by one of the contracting parties of any of its obligations under this contract.
• The Merchant uses a different internet domain than the one contracted or an unauthorised access to the system.
• The merchant compiles, decompiles, moves, breaks down, disassembles, downloads, copies or transfers to third parties the software with which the merchant provides the services set out in these Terms and Conditions.
• In the event of any of the aforementioned events, this contract shall be deemed to be terminated by operation of law.
• PAGUELO FACIL reserves the right to take appropriate action for damages or criminal offences in order to protect its interests.

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34. Applicable Law and Jurisdiction

All disagreements, discrepancies or controversies that may arise from this Agreement, including nullity or invalidity, if any, shall be subject to the jurisdiction and competence of the courts of the Republic of Panama.

This Agreement is governed by the laws of the Republic of Panama.

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35. Data Protection

PAGUELOFACIL undertakes that the personal data provided to us by customers will be treated with the appropriate degree of protection required by Law 81 of 2019, adopting the legally required levels of protection, and has installed all the technical measures at its disposal to prevent loss, misuse, alteration, unauthorised access by third parties. However, the User must be aware that security measures on the Internet are vulnerable. In the event that it is considered appropriate to transfer personal data to other entities, the User will be informed of the data transferred, the purpose of the file and the name and address of the transferee, so that he/she may give his/her unequivocal consent in this regard.

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36. APC verification

By registering my PagueloFacil account, I accept and authorize in a digital way expressly PagueloFacil S.A., its subsidiaries and/or affiliates, assignees or successors, as well as any company that by an operation of assignment, administration or purchase of portfolio acquires the rights of my credit, to request, consult, compile, exchange and transmit to any data information agency, in accordance with the expressed in article 24 and other applicable dispositions of the Law 24 of May 22, 2002, banks or economic agents information related to credit obligations or transactions that I, as owner of the account, as well as that of the legal representative (if applicable) may have with such economic agents in the locality or abroad, about my (our) credit history and relations with creditors.

PagueloFacil S.A., its subsidiaries and/or affiliates, assignees or successors, as well as any company that, by an operation of assignment, administration or purchase of portfolio acquires the rights of my credit, is also authorized to request and obtain information from governmental institutions related to the obligations or credit transactions referred above.

Likewise, I (we) exonerate PagueloFacil S.A., its affiliated companies, subsidiaries, assignees and/or successors, its employees, executives, directors, officers or attorneys-in-fact, as well as any company that, by an operation of assignment, administration or purchase of portfolio acquires the rights of my credit, from any consequence or responsibility resulting from the exercise of requesting or supplying information, or by reason of any authorizations contained in this letter.