REDACTED COPY Certain identified confidential information has been redacted from this exhibit because both (i) it is customarily and actually treated as private or confidential and (ii) it is not material. Confidential portions of this Exhibit are...
 | Exhibit 4.32 | |||||||
REDACTED COPY
Certain identified confidential information has been redacted from this exhibit because both (i) it is customarily and actually treated as private or confidential and (ii) it is not material.
Confidential portions of this Exhibit are designated by [*****].
| 4TH AMENDMENT TO THE CLOUD AWS AGREEMENT | ||
By this private instrument, the Parties, on one side,
PAGSEGURO INTERNET INSTITUIÇÃO DE PAGAMENTO S.A. (formerly known as PAGSEGURO INTERNET S.A., headquartered at Xxxxxxx Xxxxxxxxxx Xxxxx Xxxx, Xx. 0000, 0x xxxxx, Xxxx X, Xxxx xx Xxx Xxxxx, Xxxxx xx São Paulo, enrolled with the Brazilian Corporate Taxpayers’ Registry (“CNPJ/MF”) under No. [*****], herein represented pursuant to its Bylaws, hereinafter simply referred to as “CLIENT ”;
REGISTRASEGURO S.A., headquartered at Xxxxxxx Xxxxxxxxxx Xxxxx Xxxx, Xx. 0000, 0x xxxxx, Xxxx xx Xxx Xxxxx, Xxxxx xx São Paulo, enrolled with the CNPJ/MF under No. [*****], herein represented pursuant to its Bylaws, hereinafter simply referred to as “CLIENT 2”;
XXXXXXX.XXX S.A. (formerly known as COMPASSO INFORMATICA S/A., headquartered at Alameda Barão de Limeira, 425, 7º andar, Xxxxxx Xxxxxxx, City of São Paulo, State of São Paulo, enrolled with the CNPJ under No. [*****], herein represented pursuant to its Articles of Association, hereinafter simply referred to as “SERVICE PROVIDER", and together with the CLIENTS, simply referred to as “Parties”.
WHEREAS:
I.The Parties have entered into, on January 1st, 2017, a CLOUD AWS agreement, by means of which the CLIENT acquired from UOL DIVEO, AWS’s resale partner, products and services provided to CLIENT directly by AWS, as per the terms of use adhered, available at: xxxxx://x0-xx-xxxx-0.xxxxxxxxx.xxx/xxxxx-xxxxxxxx/XXXxXxxxxxxxxXxxxxxxxxXxxxxxxxXxxxx.xxx (periodically updated by AWS) (“Agreement”);
II.The Parties wish to amend the commercial conditions of the Purchase Order;
Now, therefore, the Parties have agreed, pursuant to law, to enter into this 4th Amendment to the Purchase Order (“Amendment Instrument”), which shall bind the Parties and their successors at any time and at any rate, under the following terms and conditions:
SECTION ONE - PURPOSE
1.1. As per negotiation between the Parties, the purpose of this instrument is to change the commercial conditions provided in the Purchase Order, pursuant to the conditions described below and, supplementary, the conditions described in the Business Proposal - AWS PPA Renewal, which once it is duly initialed, it becomes an integral part hereof.
Page 1 of 4
1.1.1 The Minimum Allowance Values included in Field 2 - Scope Description shall be effective with the following wording:
FIELD 2 - SCOPE DESCRIPTION | |||||||||||
| AWS SERVICE RESALE - EDP | |||||||||||
CATEGORY: ON DEMAND with minimum annual allowance | |||||||||||
| FIELD 2.1 - AWS NET CONSUMPTION: MINIMUM ANNUAL ALLOWANCE | |||||||||||
1st year | 2nd year | 3rd year | 4th year | ||||||||
From 11/1/2022 to | From 11/1/2023 to | From 11/1/2024 to | From 11/1/2025 to | ||||||||
10/31/2023 | 10/31/2024 | 10/31/2025 | 10/31/2026 | ||||||||
[*****] | [*****] | [*****] | [*****] | ||||||||
Page 2 of 4
FIELD 2.2 - WORKLOAD CREDITS: [*****] | ||
FIELD 2.3 - CREDIT FOR TRAINING, XXXXXXXXX AND RE:INVENT [*****] Confidential information redacted | ||
1.1.2. Sections 3.2.1, 3.2.2, 3.3.1, 3.3.2, 3.10 and 3.10.1 of Field 2 - Commercial Conditions shall be effective with the following wording:
“3.2.1. Considering the commercial benefits achieved from this deal, if the CLIENT wishes to fully or partially terminate the Agreement without reason, before the period agreed in section 3.2 above, the CLIENT shall [*****];
3.2.2. After the forty-ninth (49th) day of effectiveness of the Agreement, the CLIENT is [*****].
3.3.1 AWS Consumption Calculation: The measurement of AWS Cloud Services used from the first to the last month to be assessed [*****].
3.3.2. Marketplace Consumption Calculation: [*****].
3.10.The AWS Regions described in the URL link below are eligible for contract: xxxxx://xxx.xxxxxx.xxx/xx/xxxxx-xxx/xxxxxx-xxxxxxxxxxxxxx/xxxxxxx_xx/?xxxxx&xxxx0, and any other AWS regions where AWS may include from time to time upon written notice to you, except Mainland China Regions.
3.10.1.The Eligible Services described in the URL links below are used in the regions listed above, provided that they are consumed through EDP AWS ID Account, provided in the Technical Proposal included in this Agreement.
xxxxx://xxxxxxxxxxxxxxxx.x0.xxxxxxxxx.xxx/XxxxxxxxxXxxxxxxxxXxxxxxxxxXxxxxxxxxXxxx.xxx
xxxxx://xxxxxxxxxx-xxxxxxxx-xxxxxxxx-xxxx.x0.xxxxxxxxx.xxx/XxxxxxxxxxxXxxxxxxxxXxxxxxxxxXX.xxx
1.1.3. The Parties also agree on the removal of sections 3.4 and 3.5 of Field 3 - Commercial Conditions, as the support scope is no longer provided.
Page 3 of 4
1.2 Moreover, the scope of this instrument includes formalizing the changes concerning PTAX and MarketPlace Factor for AWS, pursuant to the conditions set below:
AWS Ptax
-[*****];
MarketPlace Factor
[*****]
2. RATIFICATION
2.1 The Parties ratify all other terms and conditions of the Agreement, making it clear that the terms and clauses that have not been expressly changed by this Amendment shall remain unchanged and fully effective.
2.2.The Parties hereby acknowledge that electronic, digital, and computerized signatures are valid and fully effective, constituting instrument enforceable out-of-court for all legal purposes, even if such signatures or certifications are not under ICP-Brazil standards, pursuant to the provisions in paragraphs of Article 10 of the Provisional Presidential Decree No. 2,200/2001 in force in Brazil. Therefore, this Amendment may be signed by such means.
São Paulo, Tuesday, October 25, 2022.
| PAGSEGURO INTERNET INSTITUIÇÃO DE PAGAMENTO S.A. | |||||
| Xxxxx Xxxxxx Xxxxxxx | Xxxxxxx Xxxxxxx Xxxxxxxxx | ||||
REGISTRASEGURO S.A.
Xxxxxx Bertozzo Xxxxxx Xxxxxx Xxxxx xx Xxxx
Witnesses:
| XXXXXXX.XXX S.A. | |||||
| Xxxxxxx Xxxxxx Epperlein | Xxxxxxx Xxxxxxxx Xxxxxx | ||||
| 1. | 2. | |||||||||||||
| \ | Xxxxxx Spolavori Xxxxx | Name: | Xxxxx Xxxxxxx Xxxxx Xxxxx | |||||||||||
Xxxxxxx X Xxxxx
Page 4 of 4
3[*****] Confidential information redacted
| Completion Certificate | ||||||||
Envelope ID: A1FE5AEF52994958AD006DB36F28D499 | Status: | |||||||
Completed Subject: PAGSEGURO | Billing AWS - Readequação PTAX AWS e Fator MKTP + PPA AWS | ||||||||
| Source Envelope: | ||||||||
| Document Pages: 38 | Signatures: 9 | Envelope Sent by: | ||||||
| Certificate Pages: 10 | Initials: 61 | Xxxxxxxx Xxxxxxx xx Xxxxx | ||||||
| AutoNav: Enabled | Av. Brigadeiro Xxxxx Xxxx, 1.384 | |||||||
| Enveloped Stamping (ID Stamping): Enabled | SP, 01452-002 | |||||||
| Time Zone: (UTC-08:00) Pacific Time (US & Canada) | [*****] IP Address: [*****] | |||||||
| Record Tracking | |||||||||||
| Status: | Original | Holder: Xxxxxxxx Xxxxxxx xx Xxxxx [*****] | Location: DocuSign | ||||||||
10/27/2022 7:48:59 AM | |||||||||||
Signer Events | Signature | Timestamp | |||||||||
| Saedio Xxxx xx Xxxxx Filho |  | Sent: 10/27/2022 8:13:15 AM | |||||||||
| [*****] LAWYER | Viewed: 10/27/2022 8:24:05 AM | ||||||||||
| UNIVERSO ONLINE S.A. | Signed: 10/27/2022 8:24:27 AM | ||||||||||
Security Level: E-mail, Account Authentication | Signature adoption: Signature image loaded Using IP Address: [*****] | ||||||||||
| (None) | |||||||||||
| Electronic Record and Signature Disclosure: | |||||||||||
| Not offered via DocuSign | |||||||||||
| Xxxxxx Spolavori Xxxxx [*****] |  | Sent: 10/27/2022 8:24:37 AM | |||||||||
Security Level: E-mail, Account Authentication (None) | Viewed: 10/27/2022 8:25:31 AM | ||||||||||
| Signed: 10/27/2022 8:25:43 AM | |||||||||||
| Signature adoption: Pre-selected Style IP Address: [*****] | |||||||||||
| Electronic Record and Signature Disclosure: | |||||||||||
| Accepted: 2/23/2022 4:46:03 AM | |||||||||||
| ID: 6d4e4a58-8937-4b2b-b736-16ae1d9a9a03 | |||||||||||
| Xxxxxxx Xxxxxx Epperlein |  | Sent: 10/27/2022 8:24:38 AM | |||||||||
| [*****] CFO | Viewed: 10/27/2022 8:30:41 AM | ||||||||||
| Compasso Tecnologia Ltda | Signed: 10/27/2022 8:30:58 AM | ||||||||||
| Security Level: E-mail, Account Authentication (None) | |||||||||||
| Electronic Record and Signature Disclosure: | |||||||||||
| Accepted: 8/31/2018 1:30:22 PM | |||||||||||
| ID: 774a953a-502f-490e-8d30-287bcf760845 | |||||||||||
| Xxxxxxx Xxxxxxxx Xxxxxx |  | Sent: 10/27/2022 8:24:38 AM | |||||||||
| [*****] CEO | Resent 10/27/2022 8:58:15 AM | ||||||||||
| Security Level: E-mail, Account Authentication | Resent 10/27/2022 9:08:11 AM | ||||||||||
| (None) | Signature established by: Pre-set style | Viewed: 10/27/2022 9:47:39 AM | |||||||||
| Using IP Address: [*****] | Signed: 10/27/2022 9:47:55 AM | ||||||||||
| Electronic Record and Signature Disclosure: | |||||||||||
Signer Events | Signature | Timestamp | |||||||||
| Accepted: 4/30/2021 11:24:53 AM | |||||||||||
| ID: cb7aa00e-837d-42a7-91b9-c1b3b18ebf8d | |||||||||||
| Xxxxxxx Xxxxx xx Xxxxx |  | Sent: 10/27/2022 8:24:38 AM | |||||||||
| [*****] | Viewed: 10/27/2022 8:28:24 AM | ||||||||||
| Security Level: E-mail, Account Authentication | Signed: 10/27/2022 8:29:43 AM | ||||||||||
| (None) | Signature adoption: Pre-selected Style IP | ||||||||||
| Address: [*****] | |||||||||||
| Electronic Record and Signature Disclosure: | |||||||||||
| Accepted: 10/27/2022 8:28:24 AM | |||||||||||
| ID: 3f146e77-9379-4d89-b718-d9f9a3e79ca6 | |||||||||||
| Xxxxx Xxxxxx Xxxxxxx |  | Sent: 10/27/2022 9:48:04 AM | |||||||||
| [*****] Chief Financial | Viewed: 10/27/2022 10:17:32 AM | ||||||||||
| Officer | Signed: 10/27/2022 10:17:49 AM | ||||||||||
| Security Level: E-mail, Account Authentication | |||||||||||
| (None) | Signature established by: Pre-set style | ||||||||||
| Using IP Address: [*****] | |||||||||||
| Electronic Record and Signature Disclosure: | |||||||||||
| Accepted: 5/1/2021 3:19:10 AM | |||||||||||
| ID: fa0c9073-addf-4780-b419-41a5b944e0e2 | |||||||||||
| Xxxxx Xxxxxxx Xxxxx Xxxxx |  | Sent: 10/27/2022 9:48:04 AM | |||||||||
| [*****] | Viewed: 10/27/2022 10:09:07 AM | ||||||||||
| Security Level: E-mail, Account Authentication | Signed: 10/27/2022 10:10:34 AM | ||||||||||
| (None) | Signature adoption: Pre-selected Style IP | ||||||||||
| Address: [*****] | |||||||||||
| Electronic Record and Signature Disclosure: | |||||||||||
| Accepted: 1/20/2020 5:31:12 AM | |||||||||||
| ID: 287d4845-1031-45ca-b77b-d50376b7381b | |||||||||||
| Xxxxxxx Xxxxxxx Xxxxxxxxx |  | Sent: 10/27/2022 9:48:05 AM | |||||||||
| [*****] Treasury Officer | Viewed: 10/27/2022 10:07:06 AM | ||||||||||
| Security Level: E-mail, Account Authentication | Signed: 10/27/2022 10:07:32 AM | ||||||||||
| (None) | |||||||||||
| Signature established by: Pre-set style | |||||||||||
| Using IP Address: [*****] | |||||||||||
| Electronic Record and Signature Disclosure: | |||||||||||
| Accepted: 10/27/2022 10:07:06 AM | |||||||||||
| ID: 1b1d463c-6321-4dcb-81fb-0702cccea7fa | |||||||||||
| Xxxxxx Bertozzo Xxxxxx |  | Sent: 10/27/2022 9:48:05 AM | |||||||||
| [*****] HEAD OF UNIVERSO ONLINE | Viewed: 10/27/2022 10:05:46 AM | ||||||||||
| LEGAL DEPARTMENT | Signed: 10/27/2022 10:06:00 AM | ||||||||||
| Security Level: E-mail, Account Authentication | Signature adoption: Signature image loaded | ||||||||||
| (None) | Using IP Address: [*****] | ||||||||||
| Electronic Record and Signature Disclosure: | |||||||||||
Signer Events | Signature | Timestamp | |||||||||
| Not offered via DocuSign | |||||||||||
| Xxxxxx Xxxxx xx Xxxx |  | Sent: 10/27/2022 9:48:06 AM | |||||||||
| [*****] | Viewed: 10/27/2022 10:41:19 AM | ||||||||||
| Security Level: E-mail, Account Authentication | Signed: 10/27/2022 10:46:32 AM | ||||||||||
| (None) | |||||||||||
| Signature adoption: Pre-selected Style IP | |||||||||||
| Address: [*****] | |||||||||||
| Electronic Record and Signature Disclosure: | |||||||||||
| Accepted: 10/27/2022 10:41:19 AM | |||||||||||
| ID: 7da36bfb-83d5-4825-b8d0-702590ab282e | |||||||||||
| In Person Signer Events | Signature | Timestamp | |||||||||
| Editor Delivery Events | Status | Timestamp | |||||||||
| Agent Delivery Events | Status | Timestamp | |||||||||
| Intermediary Delivery Events | Status | Timestamp | |||||||||
| Certified Delivery Events | Status | Timestamp | |||||||||
| Xxxxxx Xxxxx xx Xxxxxxxx [*****] | Viewed | Sent: 10/27/2022 9:48:06 AM | |||||||||
| Security Level: E-mail, Account Authentication | Viewed: 10/27/2022 9:49:26 AM | ||||||||||
| (None) | |||||||||||
| Using IP Address: [*****] | |||||||||||
| Electronic Record and Signature Disclosure: | |||||||||||
| Accepted: 10/27/2022 9:49:26 AM | |||||||||||
| ID: 33ce19b0-8599-4e74-af48-96b61bfa9e26 | |||||||||||
| Carbon Copy Events | Status | Timestamp | |||||||||
| Xxxxxx Xxxxx xx Xxxxxxxx [*****] | Copied | Sent: 10/27/2022 11:17:03 AM | |||||||||
| Security Level: E-mail, Account Authentication (None) | |||||||||||
| Electronic Record and Signature Disclosure: | |||||||||||
| Accepted: 10/27/2022 10:26:27 AM | |||||||||||
| ID: f646c241-6570-4420-8b1f-c38233152902 | |||||||||||
| Xxxxxxxx Xxxxxxx xx Xxxxx [*****] | Copied | Sent: 10/27/2022 11:17:03 AM | |||||||||
| Security Level: E-mail, Account Authentication | |||||||||||
| (None) | |||||||||||
| Electronic Record and Signature Disclosure: | |||||||||||
| Accepted: 6/15/2021 4:47:01 AM | |||||||||||
| ID: 31e69e8e-d4dd-497c-bc07-c7279665f43f | |||||||||||
| Witness Events | Signature | Timestamp | |||||||||
| Notary Events | Signature | Timestamp | |||||||||
| Envelope Summary Events | Status | Timestamp | |||||||||
| Envelope sent | Hashed/Encrypted | 10/27/2022 8:13:15 AM | |||||||||
| Certified delivery | Security checked | 10/27/2022 10:41:19 AM | |||||||||
| Signing complete | Security checked | 10/27/2022 10:46:32 AM | |||||||||
| Completed | Security checked | 10/27/2022 11:17:06 AM | |||||||||
| Payment Events | Status | Timestamp | |||||||||
| Electronic Record and Signature Disclosure | |||||||||||
Electronic Record and Signature Disclosure created on: 2/7/2018 5:43:37 AM
Parties agreed to: Xxxxxx Spolavori Xxxxx, Xxxxxxx Xxxxxx Epperlein, Xxxxxxx Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxx xx Xxxxx, Xxxxx Xxxxxx Xxxxxxx, Xxxxx Xxxxxx
CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORDS AND SIGNATURE DISCLOSURES
Electronic Record and Signature Disclosure
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By checking the “I agree” box, I confirm that:
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Electronic Record and Signature Disclosure created on: 12/27/2017 6:27:37 AM Parties agreed to: Xxxxxxx Xxxxxxx Xxxxxxxxx, Xxxxxx Xxxxx xx Xxxx
CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORDS AND SIGNATURE DISCLOSURES
Electronic Record and Signature Disclosure
From time to time, UOL - UNIVERSO ONLINE S/A may be required by law to provide you with certain written notices or disclosures. Described below are the terms and conditions for us to provide you with such notices and disclosures electronically through the DocuSign, Inc. (DocuSign) electronic signature system. Read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, confirm your agreement by clicking the ‘I agree’ button at the bottom of this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print the documents we send to you through the DocuSign system during and immediately after the signature session, and, if you elect to create a DocuSign user account, you may access them for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish to get paper copies of any such documents to be sent from our office to you, you will not be charged a per-page fee. You may request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us thereafter that you want to receive notices and disclosures only in paper format. The procedure to inform us of your decision to receive future notices and disclosures in paper format and withdraw your consent to receive notices and disclosures electronically is described below.
Consequences of changing your mind
If you elect to receive notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and provide services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of receipt of such paper notices or disclosures. To let us know that you are changing your mind, you must withdraw your consent using the DocuSign “Withdraw Consent” form on the signature page of a DocuSign envelope instead of signing it. This will indicate to us that you have withdrawn your consent to receive notices and disclosures electronically from us and you will no longer be able to use the DocuSign system to receive notices and consents electronically from us or to electronically sign documents sent by us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will electronically send you through the DocuSign system all required notices, disclosures, authorizations, acknowledgments, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you using the same method and to the same address you have informed us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, let us know as described below. Also see the paragraph immediately above that describes the consequences if you elect not to receive notices and disclosures electronically from us.
How to contact UOL - UNIVERSO ONLINE S/A:
You may contact us to let us know of your changes on how we should contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically, as provided below: To contact us by email send messages to: [*****]
To contact us by email send messages to: UOL - UNIVERSO ONLINE S/A
To inform of your new e-mail address to UOL - UNIVERSO ONLINE S/A:
To let us know of a change in your e-mail address to which we should send notices and disclosures electronically to you, you must send us an e-mail to [*****] providing: your previous e-mail address and your new e-mail address. We do not require any other information from you to change your e-mail address. We do not require any other information from you to change your email address.
In addition, you must notify DocuSign, Inc. in order to reflect your new e-mail address in your DocuSign account by following the process for changing e-mail in the DocuSign system.
To request paper copies from UOL - UNIVERSO ONLINE S/A:
To request us to send you paper copies of the notices and disclosures previously provided by us to you electronically, you must send an e-mail to [*****] and provide: your e-mail address, full name, Brazil Postal address, and telephone number. We will charge you for the amount of the copies, if applicable.
To withdraw your consent to UOL - UNIVERSO ONLINE S/A:
To inform us that you no longer want to receive future notices and disclosures in electronic format you may:
(i)refuse to sign a document in your DocuSign session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent; or you may
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