Exhibit 4.13


 


AGREEMENT FOR PARTICIPATION
OF ACCREDITING ENTITY 


 


IN ELO PAYMENT ARRANGEMENTS


 


This Agreement for Participation of the
Accreditation Agent in Elo Payment Arrangements ("Agreement") is entered into by and between:


 


		I.	ELO SERVIÇOS S.A., a corporation
duly organized and validly existing under the laws of the Federative Republic of Brazil, headquartered at Alameda Xingu, No. 512,
5o andar, Alphaville, in the city of Barueri, State of São Paulo, CEP 06454-000 and enrolled with the National Register
of Corporate Entities of the Ministry of Finance ("CNPJ/MF") under No. 09.227.084/0001-75 ("Elo"); and



 


		II.	STONE PAGAMENTOS S.A.,
a corporation duly organized and validly existing in accordance with the laws of the Federative Republic
of Brazil, headquartered at Rua Fidêncio Ramos, n° 308, Torre A, 10o
andar, conjunto 102, CEP 04551-010 and enrolled with the CNPJ/MF under No. 16.501.555/0001-57 ("Participant"),
Elo and Participant, herein represented by its/their legal representative(s) identified on
the signature page hereof, are hereinafter collectively referred to as "Parties" and, individually, as "Party".



 


WHEREAS:


 


		(i)	Elo is a payment
arrangements provider, as defined in Law 12.865/2013 and Circular Letter 3682/2013, duly authorized you the Central Bank
to exercise the activity of provider of Elo Payment Arrangements;



 


		(ii)	The Participant is a financial institution, as defined
in Law 4.595/1964, or a payment institution, as defined in Law 12.865/2013 and Circular Letter 3.683/2013, duly authorized
to operate by the Central Bank;



 


		(iii)	Elo wishes the Participant to participate in the Elo Payment Arrangements, in the capacity of Accreditation
Agent, under the terms of the Regulation;



 


		(iv)	The Participant wishes to participate in the Elo Payment Arrangements, in the capacity of
Accreditation Agent, with due regard to the Regulation terms.



 


NOW, THEREFORE, the
Parties decide to enter into this Agreement, which will be governed by the following clauses and conditions:


 


CLAUSE I





Definitions and Rules
of Interpretation


 


1.1.          For
all purposes and effects of the Agreement, the capitalized expressions and terms defined herein will have the meanings indicated
in the Glossary and in the Regulation.


 


1.2.          The
Agreement shall be governed and construed in accordance with the following principles:


 


1.2.1.       Headings
and titles of the Agreement are for convenience of reference only and will not limit or affect the meaning of the clauses
or items to which they apply.


 


1.2.2.       The
terms "inclusive", "including" and other similar terms will be interpreted as if they are followed by the phrase
"by way of example only" and "without limitation".


 


1.2.3.       Whenever
required by the context, the definitions contained in the Agreement and the Glossary will be applied both in the singular and in
the plural forms, and the male gender will include the female and vice versa, without changing the meaning.


 


1.2.4.       References
to any document or Law include all amendments, substitutions and restatements and respective supplements thereto, unless as otherwise
expressly provided.


 




     


    


    

1.2.5.       Save
as otherwise expressly provided in this Agreement, references to items or attachments apply to items and attachments to the
Agreement.


 


1.2.6.       All
references to any Parties include their successors, representatives and assigns authorized by Law or by a contractual instrument,
as applicable.


 


1.2.7.       All
timeframes provided for in this Agreement will be counted as provided for in article 132 of the Civil Code, disregarding the starting
day and including the expiration day.


 


CLAUSE II





Purpose of the Agreement


 


2.1.         Subject
to the terms and conditions of this Agreement, the Participant hereby agrees to participate in Elo Payment Arrangements, as
an Accreditation Agent, being responsible for, in accordance with applicable regulations, providing ECs accreditation and maintenance services and participating
in the processing and settlement of transactions carried out with the Payment Instruments, in accordance with the technical specifications
contained in the Arrangement Manuals, and subject to the terms and conditions of the Regulation ("Services").


 


2.1.1.      In addition
to the provisions of this Agreement, the Participant declares that it has read and agreed to all the
provisions in the Regulations.


 


CLAUSE III

Participant ́s Compensation Fee


 


3.1.         The
Participant will be entitled to receive an applicable compensation fee in accordance with the Arrangements Manuals, specifications,
reports and other documents on the subject.


 


3.2.         The compensations
payable from the Participant to Elo are provided for in the Fees Manual.


 


CLAUSE IV

Rights/Obligations


 


4.1.         The
Participant ́s rights, without prejudice to other rights provided for in this Agreement, in the Regulation and in
the Arrangements Manuals are as follows:


 


		(i)	charge fees for services provided to the ECs, in
compliance with the applicable regulations;



 


		(ii)	participate in the Elo Payment Arrangements, in accordance
with the general and non-discriminating rules contained in the Regulation;



 


		(iii)	receive from the ECs the contractually agreed
amounts ​​on the Purchase Payment Transactions carried out;



 


		(iv)	advance receivables in accordance with the Elo Payment
Arrangements rules and the terms of the Agreement for Participation in the Elo Payment Arrangements;



 


		(v)	exercise the rules and rights set forth in Chapter
VII - Reasons for Rejection and Return of Payment Transactions of the Regulation; and



 


		(vi)	perform, at its expense and through a duly qualified
third party, annual audits, between the months of September and November, to verify Elo's compliance with the obligation of segregation
and protection of its technological infrastructure, in the event of outsourcing processing services under Elo's responsibility.



 


4.1.1.       For
the exercise of the right referred to in item (vi), the Participant must communicate its intention to Elo, upon at least 30 (thirty)-day
prior notice.


 




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4.2.          Without
prejudice to the other obligations provided for in this Agreement, the Participant undertakes to fulfill and comply with the terms
and conditions of the Regulations and Arrangement Manuals, including, without limitation, the obligation to:


 


		(i)	be a financial institution, as defined in Law No. 4595, of December 31, 1964, or a Payment Institution,
as defined in Law No. 12.865, of October 9, 2013 and Circular Letter No. 3,683 of November 4, 2013, duly authorized to operate
by Banco Central do Brazil;



 


		(ii)	comply with the rights, duties and responsibilities established in Chapter IX - Responsibilities
within the Scope of the Arrangement; Section II - Among the Participants in the Elo Payment Arrangements of the Regulation;



 


		(iii)	meet the minimum requirements set out in Chapter XI – Types of Participants of
the Regulation, Section II - Requirements to become a Participant, Section III - General Participation Criteria and Requirements
for Issuers and Accreditation Agents, Section IV - Criteria and Requirements for each Type of Participant, Subsection IV –
Accreditation Agents, of the Regulation;



 


		(iv)	adopt an adequate structure to manage the risks incurred within the scope of the Elo Payment Arrangements,
pursuant to Chapter XII - Risks Incurred by the Participants, of the Regulation;



 


		(v)	comply with the responsibilities provided for in Chapter VII - Reasons for Rejection and
Return of Payment Transactions, of the Regulation;



 


		(vi)	send information on the Purchase Payment Transaction, as provided in Chapter XIII - Operational
Aspects within the Scope of Elo Payment Arrangements, Section IV - Conciliation of information between Participants, of
the Regulation; 



 


		(vii)	adopt and maintain a structure intended to the detection, investigation, monitoring and reporting
of transactions involving fraud, illicit foreign exchange transactions, money laundering and terrorism financing or other illegal
activities related to the provision of its services, in compliance with the guidelines established in the Anti-Money Laundering
and Anti-Terrorism Policy, under the terms of Chapter XIII - Operational Aspects within the Scope of Elo Payment Arrangements,
Section V - Preventing illicit foreign exchange activities, money laundering and terrorism financing, of the Regulation;



 


		(viii)	immediately notify Elo and the competent authorities of measures to be taken as a result of suspicions
of illicit foreign exchange transactions, money laundering and terrorism financing or other suspicious activities related
to the provision of its services, as well as cooperate, to the extent of the applicable legal requirements, with Elo and any Government
or regulatory Authority, in the investigation of any suspected or confirmed money laundering, terrorist financing, fraud or
other suspicious activities related to the provision of its services. Upon Elo's request, immediately investigate any suspected
or confirmed fraud, including any EC that Elo suspects to be involved in activities of this nature;



 


		(ix)	report to Elo and the authorities, also, the results of any investigation and take immediate corrective
action if you learn in any way, that a fraud is imminent, probable or ongoing;



 


		(x)	upon Elo's request, make sure that any EC associated with the activities listed above has its contract
immediately terminated;



 


		(xi)	immediately notify Elo, in writing, of the receipt of a notice or a relevant judgment dealing with
its past or future performance of any of the accredited ECs, in relation to any of their obligations or duties provided
for in this Agreement or in the Arrangements Manuals, breach, or act that can reasonably be characterized as a breach
of legal requirement, including regulatory approval, especially, if it becomes aware, where it interferes with or prevents Elo ́s
or any of its business partners ́ performance; and



 


		(xii)	be exclusively responsible to regulatory, administrative, national and international bodies, national
and international judicial bodies, for the fulfillment of their obligations related to preventing and fighting money laundering
and Terrorism Financing and "know your customer - KYC" policies, of the ECs accredited by it,
according to the applicable regulation;



 




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		(xiii)	adopt mechanisms capable of ensuring the security of information related to Payment Transactions,
under the terms of Chapter XIII - Operational Aspects within the Scope of Elo Payment Arrangements, Section VII - Information
Security, of the Regulation;



 


		(xiv)	adopt structure capable of ensuring the management and business continuity within the scope of
the Elo Payment Arrangements under the terms of Chapter XIII - Operational Issues within the Scope of the Elo Payment Arrangements,
Section VI - Business Continuity Management, of the Regulation;



 


		(xv)	comply with the obligations related to the use of the Elo Brand, pursuant to the Operational Rules
Manual and Chapter XIV - Rules for the Use of the Regulatory Brand;



 


		(xvi)	ensure interoperability with the other Participants, pursuant to Chapter XV - Interoperability
Mechanisms, Section I - Interoperability among Participants, of the Regulation;



 


		(xvii)	not give, offer, pay, promise, or authorize the payment of, directly or indirectly, any money
or anything of value to any governmental authority, consultants, representatives, partners or any third party, for the purpose
of influencing any act or decision by the public agent or the government, or to ensure any undue advantage, or to perform
any act that violates the rules of anti-corruption legislation (Law 12.846/2013);



 


		(xviii)	perform the accreditation of ECs, provide a structure for processing Purchase Payment
Transactions;



 


		(xix)	maintain a commercial relationship with the ECs, being responsible for obtaining all the registration
information of the ECs, as well as for the obligation to keep them updated, based on the registration data verification policies,
to keep the bank domicile data updated with the Domicile Institutions, make available the necessary information so that all processing
and settlement, with the effective payment to the ECs, are correctly carried out within the scope of the Elo Payment Arrangements;



 


		(xx)	send the settlement information to the Clearing and Settlement Chamber according to the payment
schedule of the establishments, rules and layouts defined by the Clearing and Settlement Chamber;



 


		(xxi)	fulfill payment position in the Clearing and Settlement Chamber, either as debit or credit;



 


		(xxii)	impose on ECs and the Facilitators the compliance with the Regulation and the Arrangements
Manuals as far as applicable to them, including with regard to information security;



 


		(xxiii)	effect payment to the EC, through the Clearing and Settlement Chamber, with due regard to the deadline
and terms established in the applicable regulation, in the Regulation and in the Arrangement Manuals;



 


		(xxiv)	present information and/or supporting documentation, in the dispute process to the Issuer within
the period required by Elo, as established in the Regulations and the MDE;



 


		(xxv)	credit or permanently debit the payment of the Purchase Payment Transaction to the EC, once the Chargeback
is settled;



 


		(xxvi)	provide network services under the Elo Payment Arrangements;



 


		(xxvii)	refrain from performing any non-competitive or discriminatory act with respect to Elo, in relation
to other brands, as well as an act that impairs Elo's relationship with the EC and the relationship among the Elo Payment
Arrangements Participants, ensuring security, protection of economic interests, privacy and protection of ECs data;



 


		(xxviii)	adhere to the Clearing and Settlement system, pursuant to Chapter V of the Regulation;



 


		(xxix)	provide Elo with any and all information for the faithful fulfillment of its obligations,
sending the necessary files for the performance of Elo's activities, in the form and periodicity informed by Elo;



 


		(xxx)	inform and make available to Elo, in the form and periodicity provided for in the Regulation and Arrangement Manuals,
the status of the realized and unrealized settlements in the EC accounts. For unrealized settlements, identify
the inconsistency that generates the settlement failure, make the correction and resend the information for settlement; 



 




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		(xxxi)	send the analytical information to the Domicile Institution, to allow settlement to be operated,
through and in accordance with the Clearing and Settlement Chamber guidelines, with payment information to the ECs, which
will be used by Domicile Institutions to credit ECs;



 


		(xxxii)	participate in the settlement of the Purchase Payment Transactions as a creditor before the Issuer,
in accordance with the Elo Payment Arrangements rules;



 


		(xxxiii)	comply with all ancillary obligations established in the current regulations and legislation;



 


		(xxxiv)	not to discriminate the Elo Brand and any of its products, restricting selective authorization,
as well as ensuring that no brand will have more prominence and visibility than the Elo Brand in signs referring to acceptance,
ensuring non-discriminatory access to the services and infrastructures necessary for the operation of the Elo Payment Arrangements;



 


		(xxxv)	impose on the Facilitators the fulfillment of all obligations imposed on the Participants
under this Agreement;



 


		(xxxvi)	maintain control over the activity of the Facilitating Participants, immediately informing Elo
of any breach of its obligations; and



 


		(xxxvii)	ensure the settlement of the Purchase Payment Transactions
under the responsibility of the Facilitating Participants.



 


4.3.          Elo
undertakes to immediately inform the Participant of any change in the Regulation and to keep the updated and current version of
the Regulation available for reference at the following address on the internet: www.eloportal.com.br/.


 


4.3.1.       The
Participant may request Elo to discharge it from meeting technical and operational requirements as a result of changes to
the Regulations, as provided for in said document.


 


4.4.          To
ensure compliance with the obligations referred to in this Agreement and those attributed to the Facilitating Participant, the
Participant undertakes to provide, to Elo ́s benefit, irrevocable and irreversible guarantees within the time and in
the form requested by Elo, according to procedures approved by Elo's Credit Risk Committee. 


 


CLAUSE V 


Participant ́s Additional
Obligations 


 


5.1.          In
addition to the other conditions and obligations provided for in this Agreement, the Regulation, the Arrangement Manuals, the Policies,
specifications, reports, and other documents issued by Elo, including through its website, the Participant recognizes
the need to comply with the following obligations as a condition for receiving and maintaining the participation authorization
subject matter of this Agreement, as well as the obligation to require the Facilitators to also comply with them:


 


		(i)	comply with all obligations undertaken in this Agreement, as well as abide by the consumer
protection and competition protection rules, laws and regulations applicable to activities carried out by Participants under the
Elo Payment Arrangements;



 


		(ii)	make available all the information necessary to comply with the applicable regulations, rules established
by Elo, the Arrangements Manuals, specifications, reports and other documents issued by Elo, including through its website;



 


		(iii)	mediate disputes with ECs and Issuers, in case the Payment Transactions are somehow irregular;



 


		(iv)	receive and review the disputes sent by the Issuers, as well as the request for pre-arbitration,
if necessary, with due argument or supporting documentation and comply with the regulatory deadline established
by Elo and in accordance with the Arrangement Manuals;



 




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		(v)	ensure that traffic and data storage for Elo Payment Instruments, as far as it is responsible therefor,
comply with the applicable information security standards;



 


		(vi)	fulfill and implement measures to mitigate operational, credit and liquidity risk;



 


		(vii)	use their best efforts to promote and encourage the use of Elo Payment Instruments with ECs;



 


		(viii)	directly supply all equipment, facilities and supplies, including those of a technological nature,
necessary for the capture, authorization and settlement of Purchase Payment Transactions, ensuring the integrity of the capture,
authorization, processing, settlement, rejection and return systems of the Purchase Payment Transactions, refraining from
granting or allowing the use of Elo Payment Arrangements security mechanisms to third parties without the proper authorization
from Elo;



 


		(ix)	provide information and/or materials and documents requested by Elo and within the timeframe required
by Elo, subject to the obligations, the reasonableness and proportionality criteria, and in compliance with the terms of this Agreement;



 


		(x)	participate in the settlement procedure under the terms established and agreed in this Agreement
and in the Regulation;



 


		(xi)	remain under the obligation to pay the Purchase Payment Transactions before the ECs, as established
in the Regulation and in this Agreement;



 


		(xii)	send to Elo the information received from the ECs, as well as court decisions, notifications,
notices that may be relevant to and/or impact the settlement procedure, among them, notifications or decisions requesting
execution of debt or blocking assets and values;



 


		(xiii)	inform Elo about changes in their headquarters and/or substantial changes in their shareholding
structure, changes in direct or indirect share control and/or corporate reorganization that may result in the transfer of control
to an Elo competitor;



 


		(xiv)	keep periodic screening on the ECs in order to verify their inclusion in the OFAC (Office of Foreign Assets Control) lists, immediately
informing Elo of the existence of ECs that are or may be include therein;



 


		(xv)	proceed with the immediate termination of contracts with ECs that are or may be included
in the OFAC lists;



 


		(xvi)	create the following auditable processes: (i) fraud control process, (ii) money laundering and
terrorism prevention, (iii) contingency and disaster recovery plan, (iv) contingency plan; (v) information
security; and (vi) anti-corruption policies;



 


		(xvii)	evidence compliance with Central Bank rules, including rules related to the provision of collateral,
when requested by Elo, in order to prevent and/or mitigate risks related to the possibility of default on Purchase Payment
Transactions as described in the Arrangement Manuals and the Regulation;



 


		(xviii)	reimburse Elo for all expenses incurred, including attorney's fees, costs and possible convictions,
due to the need to defend Elo's interests, in judicial and extrajudicial actions filed by any third parties by virtue of providing
the Participant ́s services subject matter of this Agreement;



 


		(xix)	ensure the integrity of the capture, authorization, processing, settlement, rejection and
return systems for Elo Payment Arrangements; and



 


		(xx)	ensure security, protection of economic interests, non-discriminatory treatment, privacy and data
protection for Commercial Establishments.



 


5.2.         The
Participant is prohibited from providing the services covered by this Agreement in a, false or other manner that negatively reflects
on brand and image of Elo, of any of the Elo Payment Arrangement Participants and Elo's business partners.


 




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CLAUSE VI

Representations, Rights and Warranties


 


6.1         The Participant
represents: (I) to have received a full copy of the Regulation and of the Arrangements Manuals, to which it expressly agrees, undertaking
to always comply with their terms, obligations, conditions and requirements, and (ii) to be aware that the Arrangements Manuals
are subject to constant changes, which will be available from the Elo website and
will bind the Participant as soon as Elo has communicated its availability.


 


6.2.         Each
Party is a company duly organized and validly existing under the laws of Brazil and has full capacity, legal powers and authorizations
to hold its own assets, conduct the business in which it engages and comply with the obligations set forth in this Agreement.


 


6.3.         Each
Party authorized the execution, having technical and operational capacity, necessary powers and authorization for, delivery and
performance of this Agreement. No other corporate measures, including approval by shareholders or management, by either
Party will be required to authorize the execution and performance of this Agreement. 


 


6.4.         This
Agreement constitutes a valid, binding and enforceable obligation between the Parties in accordance with its terms.


 


6.5.         The
execution and performance of obligations by the Parties, provided for in this Agreement, do not require obtaining any additional
authorization from any third party or any Government Authority.


 


6.6.         The
execution of this Agreement will not: (i) result in a conflict or violation of any Law applicable to any of the Parties; (ii)
be contingent on any consent, approval or authorization of, notification to, or filing or registration with, any Person, entity,
court, Governmental or regulatory Authority, except as expressly provided in this Agreement; (iii) will result in the breach,
default, conflict or otherwise constitute, enable or result in the early maturity of any obligation, termination of any contract
or agreement entered into by the Parties; (vi) will result in a Material Adverse Effect in relation to either Party.


 


6.7.         The
Participant's exercise of the Services provided for in this Agreement will be performed by the Participant's Work Team,
whose tax, social security and labor liabilities will be under the Participant's exclusive responsibility, including any and all
expenses, whether due to transportation (air and/or ground transportation), lodging and/or meal. "Work Team"
means employees, agents, subcontractors, directors, partners and any other employee of the Participant directly or indirectly engaged
in the exercise of this function.


 


6.8.         The
Participant declares, for all purposes of law, to be the sole employer and/or party responsible for the workers designated to exercise
the Participant role and, as such, undertakes responsibility for compliance with all labor, social security, tax legislation
, civil and of any other nature, including for the payment of all federal, state, municipal and autarchic taxes and for the fulfillment
of the collective labor rules that already exist or that may be created during the term of this Agreement, related to the
exercise of the function of Participant hereunder, discharging Elo from such responsibility, even though Elo may be held jointly
and severally liable by a judicial decision.


 


6.9.         The
Participant represents and warrants to Elo that it has the title to or the right to use any and all patents, patent applications,
registered or unregistered trademarks, trademark applications, copyrights, including copyrights on software, industrial
designs, utility models, trade or industry secrets and non-patented know-how or technology that constitute
business or industry secrets to be used by the Participant under the terms of this Agreement for the performance of the Services
("Intellectual Property"). The Intellectual Property to be used and/or provided by the Participant under
the terms of this Agreement, as well as its use by the Participant to perform the Services, does not constitute or will constitute
a violation or misappropriation of any third-party patent, copyright or other Intellectual Property.


 


6.10.       This
Agreement does not create any type of exclusivity between the Parties.


 




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CLAUSE VII





Secrecy and Confidentiality


 


7.1.         Given
the nature of the Parties' activities, the purpose of this Agreement and because it is so agreed, the Parties recognize that, in
the exercise of their duties, they may have access ("Receiving Party"), either voluntarily or involuntarily,
to exclusive or confidential information of the other Party, its customers or third parties ("Disclosing Party")
and, therefore, are bound, by themselves and by the parties related thereto, to keep the most absolute secrecy, refraining themselves
from copying, reproducing, selling, assigning, licensing, marketing, disposing of, or transferring any and all Confidential Information,
under penalty of bearing the losses and damages that they cause, for breach of the provisions in this Clause, without prejudice
to the possible application of a fine.


 


7.1.2.      Considering
that in the processing of transactions carried out within the scope of the Elo Payment Arrangement information will be shared with
Elo that is or may be considered to be competitively sensitive, Elo will ensure the Participant that the Participant's competitively
sensitive information will not be accessed by third parties, including institutions that operate in the same market segment as
the Participant, including to those affiliates that have a corporate relationship with Elo ("Elo Group" and "Barreira
de Informação", respectively).


 


7.1.3.      Barreira
de Informação aims at ensuring the appropriate treatment of information shared by the Participant with Elo, with
the assurance that (i) the information will be accessed only by authorized persons for the purpose of processing the captured purchase
transactions, directly or indirectly, by the Participant, the use for any purpose other than those provided for in Elo Payment
Arrangements, either by Elo or an Elo Group company, being prohibited; (ii)  the integrity of the information provided
will be maintained; (iii) methods used in the information processing will be safe; and ( iv ) the information
will be stored in a segregated environment for the Elo Payment Arrangements, and access to the competitively sensitive information
can only be performed by Elo.


 


7.1.4.     Compliance
with the provisions in Clause 7.1.3. above will be ensured through the adoption of information segregation mechanisms, which
will prevent the access of unauthorized persons, without prejudice to the right attributed to the Participant, under the terms
of clause 4.1.  item (v) and 4.1.1.


 


7.2.        The
Parties will not have and will not be able to claim any right in relation to the other Party's Confidential Information. None
of the other Party's Confidential Information may be disclosed or transferred at any title to third parties, whether by acts or
omissions of the Party that received it, or of its directors, employees or contractors. Elo Confidential Information will
not be used by any Participant for any purpose other than to perform the Services and the Participant's participation in Elo
Payment Arrangements. The disclosure restriction provided for in this Clause VII extends to the employees and contractors
of the Party that received the Confidential Information.


 


7.3.        Parties
shall use all care necessary to prevent the disclosure of the other Party's Confidential Information to third parties. In
the event of any disclosure or loss of any Disclosing Party ́s Confidential Information, the Receiving Party shall notify
the Disclosing Party immediately upon becoming aware of the fact. The Parties recognize that Confidential Information
pertaining to each Party, including, without limitation, any financial, economic, commercial and technical information related
to its customer base (such as commercial, pricing or sales strategies), is competitively sensitive and may only be used for
the specific purposes set out in this Agreement.


 


7.4.        The
duty of secrecy and confidentiality provided for in this Clause will remain in effect even after termination or expiration of this
Agreement for a period of 60 (sixty) months from the date of its termination or expiration, excluding from this term the data and
information of the Participants in the Elo Payment Arrangement and/or of their Clients or other parties protected by bank
secrecy, which by their nature must have their confidentiality protected on a permanent basis.


 


7.5.        Upon
termination or termination of this Agreement, the Participant must return or destroy, as instructed by Elo, all material in any
medium that contains, refers to or is related to Elo Confidential Information, and may retain copies only of what is legally
required or necessary to prove compliance with this Agreement.


 


7.6.        The
duty of secrecy provided for in this Clause will not apply to any information that the Receiving Party can prove that (i)
at the time of its disclosure to it, was in public domain; (ii) after its disclosure, whether by publication or otherwise,
passed into the public domain without failure by the Parties; (iii) was received after


 




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disclosure by third parties with a legal
right to disclose such information without any obligation to restrict its use or additional disclosure; (v) was independently
developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (vi) must
be disclosed by the Receiving Party pursuant to a request issued by a Government Authority.


 


7.7.        Should
either Party be required to disclose any Confidential Information under the requirement of any Law or a request made by a
Government Authority, the Receiving Party shall, immediately upon receiving such request and before making its disclosure, inform
the Disclosing Party and cooperate, if requested, to prevent the disclosure of such Confidential Information and adopt the
legal measures requested by the Disclosing Party as may be necessary to protect the information. In the event that such legal
measures are not applicable, possible or have no effect, the Receiving Party shall only inform what has been legally requested
and shall use its best efforts to obtain the necessary protection or other reliable guarantee that the information disclosed will
be given the treatment of confidentiality awarded to the Confidential Information.


 


7.8.        Without prejudice
to the provisions in this Clause with respect to Confidential Information on Purchase Payment Transactions carried out by Users
and/or ECs accredited by the Participant, the Participant is fully responsible for the confidentiality of such Confidential
Information, and must handle and store it so as to always protect it, through constant adoption and review of their internal procedures
and the technology used.


 


7.9.        The
Participant declares to be aware of and undertakes to comply with all provisions of the document called "Security Assessment
Requirements and Procedures" issued by the company PCI Security Standards Council , LLC, irrevocably and
irreversibly undertaking full and total responsibility for any losses and damages, whether personal, moral or material, that may
be suffered by Elo or third parties, due to the non-compliance of the "Security assessment requirements and procedures"
by the Participant and its employees or contractors.


 


CLAUSE VIII





Elo's Rights


 


8.1.        Elo
may require the Participant to annually engage audit services as indicated Elo, at the
Participant ́s cost, to verify the full compliance with the rules of the Arrangements Manual and the Regulation. The audit
must start within a maximum period of 30 (thirty) business days after the Elo's request to the Participant is formally submitted,
and the result of such work, duly validated by its officer in charge, must be delivered to Elo, with a copy to the Participant.


 


8.1.1.     For
the purposes of clause 8.1., the Participant may hire an audit firm, among the four
largest audit and consulting firms, in compliance with the Participant's internal policies for retaining this type of service.


 


8.2.        Without
prejudice to the provisions in the previous Clause, Elo reserves the right to carry out, at the Participant's cost,
by itself or by other auditors hired by it, additional audits and/or to require additional information and documents from
the Participant, as evidenced by due reason.


 


8.3.        In
addition to the obligations contained in the previous Clauses, the Participant will be subject to the
annual assessment made by Elo, or by other auditors appointed by it, at the Participant's expense,
in order to prove compliance with the terms of this Agreement.             


 


8.4.        Elo
is hereby ensured the right to, at any time and upon notice sent to the Participant at least thirty (30) days in advance, perform,
at Participant ́s expense, local assessments, due diligences, and other certifying procedures, including
audits, as are strictly necessary to prove compliance with current laws and regulations, the terms of this Agreement, especially
the obligations related to (i) fraud control process, (ii) money laundering prevention, anti-terrorism and anti-corruption
laws, (iii) contingency plan and disaster recovery, (iv) contingency plan; (v) information security; and (vi) periodic
screening of Commercial Establishments in order to verify their inclusion in the OFAC (Office of Foreign Assets Control) lists .


 


8.5.        Elo
may, at its sole discretion, discredit any Participant that distorts the purpose of using the Elo Payment Instruments, provided
for in this Agreement, in the Regulation and in the rules applicable to the use and marketing of the Elo Payment Instruments,
as well as requiring the Participant to disaccredit ECs that do the same.


 


8.6.        A
Participant that omits relevant information or performs any non-competitive or discriminatory act that impairs the
proper operation of the Elo Payment Arrangements will be subject to warning, suspension, fine and/or exclusion from the Elo Payment
Arrangements, at Elo's discretion, and based on recurrence and severity of non-compliance.


 




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CLAUSE IX





USE OF BRANDS


 


9.1.        The
Parties agree that, within the scope of this Agreement, their respective Brands may be used, recognizing and agreeing that:


 


		(i)	any and all forms of use of the other Party ́s Brands must be previously approved by
the Party to which the respective Brand belongs;



 


		(ii)	a Party is prohibited from assigning, licensing, selling, negotiating or otherwise transferring
the use of the other Party ́s Brand to any third parties;



 


		(iii)	must ensure the proper use of the other Party ́s Brand and undertake to prevent the use
of the other Party ́s Brand in operations or services that: (i) are offensive or harmful to ethics, moral and good manners; and/or
(¡i) that can undermine the integrity and reputation of the Brand; and/or (iii) which in any way results in violation
of the provisions of Brazilian law, especially those dealing with consumer protection; and



 


		(iv)	will not use the other Party ́s Brand in a manner other than that approved by the Party to
which the respective Brand belongs.



 


9.2.         Without
prejudice to the foregoing, the Participant undertakes to use Elo ́s name and Brands solely and exclusively to promote the
acceptance of the payment instruments issued by it, respecting the characteristics of the Brands, Elo's intellectual property rights
and the applicable law.


 


CLAUSE X





Term and Termination


 


10.1.       This
Agreement will enter into force on the date of its execution and will remain in force for an indefinite term, termination being
permitted at any time, by any of the Parties and without application of any charge or penalty whatsoever, upon 90-day prior notice.


 


10.2.       This
Agreement may be terminated with immediate effect, at any time, by either Party, or when required by law, in the event of any of
the following circumstances:


 


		(i)	non-payment or late payment by Elo, which exceeds a period of thirty (30) days from the respective
due date;



 


		(ii)	default in the compliance with any obligation agreed between the Parties under this Agreement,
which is not duly cured within a period of 15 (fifteen) days after written notice from the other Party;



 


		(iii)	non-compliance with the obligations related to the use of the Elo Brand;



 


		(iv)	breach or inaccuracy of any representation or warranty provided in this Agreement that is not remedied
within 15 (fifteen) days after written notice from the other Party;



 


		(v)	Act of God or Force Majeure event that persists for more than 30 (thirty) days, making the
execution of this Agreement impossible;



 


		(vi)	decree of bankruptcy, recovery (judicial or extrajudicial), liquidation process, intervention or
subjection to the Temporary Administration Regime - RAET or any similar process, involving the other Party;



 


		(vii)	non-compliance by the Participant with its obligations related to the processing and settlement
of transactions to ECs, such failures being those referred to in Article 27 of the Regulation Attached to Circular
Letter no. 3,682 of 2013 of the Central Bank of Brazil and provided for in the SILOC Operations Manual and in the SILOC Regulation,
in the Regulation and in the Elo Payment Arrangements Manuals;



 




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		(viii)	if the Participant undergoes a significant change in the share control, merger or incorporation
with or into any other party resulting in the transfer of share control to an Elo competitor;



 


		(ix)	exclusion of the Participant from Elo Payment Arrangements, pursuant to Chapter VIII –
Applied Penalties of the Regulations; or



 


		(x)	if the Participant discriminates against the Elo Brand in any form.



 


10.3.        Termination
of this Agreement does not discharge the Parties from complying with any obligations which, by their nature, survive the expiration
or termination of the Agreement, which remain in effect until they are fulfilled.


 


CLAUSE XI

Indemnity




 


11.1.        Without
prejudice to the penalties provided for in the Elo Payment Arrangement Rates Manual, applicable cases of non-compliance with the
obligations set forth in the Regulation, the Arrangement Manuals and this Agreement, the defaulting Party agrees to indemnify and hold
the non-defaulting Party harmless from all and any direct losses and damages or direct losses that, provenly and exclusively, it
may cause thereto as a result of its participation in the Elo Payment Arrangements and of the provision of the Services subject
matter of this Agreement, including those arising from the breach of the obligations related to the use of the Parties ́ Brands. The
liability undertaken by the defaulting Party for losses, damages and direct losses caused does not include, under any circumstances, loss
of profits, indirect losses and damages, for whatever reason.


 


11.2.        The
indemnity provided for in Clause 11.1 applies, further, to events for which specific penalties and indemnities are provided for
in the Regulation, such as the penalties provided for in Chapter VIII - Applied Penalties, of the Regulation.


 


CLAUSE XII

Miscellaneous


 


12.1.       Communications
and/or notices between the Parties arising from this Agreement shall be made by registered letter or electronic
mail (e-mail) with return receipt, to the addresses indicated below. Either
Party may change the address to which communications/notices are to be sent, and must inform the other Party about the new address.


 


If to ELO:


 


Elo Serviços
S.A.





Alameda Xingu, n ° 512, 5o andar, Barueri, São Paulo-SP





Email: carlinhos@cartaoelo.com.br





Attn.: Mr. Carlos Alberto
Carneiro Moreira Jr.


 


If to the Participant:


 


Stone Pagamentos S.A.





Rua Fidêncio Ramos, n° 308, Torre A, 10o
andar, CEP 04551-010,





São Paulo - SP E-mail: cconde@stone.com.br and juridico@stone.com.br





Attn.:
Mr. Caio Conde


 


12.2.        This
instrument will be governed and construed in accordance with the Laws of the Federative Republic of Brazil.


 


12.3.        No
modification, waiver or amendment to any terms, conditions or provisions agreed in this Agreement will come into force, save and
until it is formally agreed by an amendment duly signed by the Parties or by their legal representatives.


 




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12.4.        Elo
is permitted to assign or transfer, in whole or in part, the rights and obligations arising from this Agreement, without the prior
written consent, in writing, of the Participant, and the Participant is prohibited from assigning or transferring the rights
and obligations arising from this Agreement without prior and express notice to Elo. In the event of an assignment or transfer
of rights and obligations to an institution that does not meet the requirements required by Elo for Participants of the Payment
Arrangements, Elo may terminate the Agreement for cause.


 


12.5.        The
forbearance or omission of any of the Parties does not imply waiver, forgiveness, novation or amendment to the provisions in this
Agreement, as well as the waiver of demanding compliance with the provisions contained herein or the right to subsequently request
the full performance of each of the obligations set forth in this Agreement.


 


12.6.        Nothing
in this instrument will be construed as placing the Parties in relation of partners, associates, consortium parties, lenders, joint
venturers or joint or several liability venturers, nor will any Party have the right to provide guarantees or make any statement on
behalf of the other, binding or holding the other liable for any obligation, except as agreed in this Agreement.


 


12.7.        If
any provision of this Agreement is declared or found to be unlawful, unenforceable or void, both Parties will be discharged
from fulfilling the obligations under that provision, but only to the extent that that provision is illegal, unenforceable or void. Upon
the occurrence of the foregoing, the two parties, by mutual agreement, shall amend this Agreement, changing the relevant provision
to the extent necessary to make it legal and enforceable while protecting its objective, or if that is not possible,
substituting it with another provision that is legal and enforceable, and that achieves the same objective.


 


12.8.        In
the event that any provision set forth in this Agreement is subsequently found to be void, unlawful or unenforceable, the
enforceability of the remaining provisions will not be affected or impaired.


 


12.9.        This
Agreement, together with all its Annexes, constitutes the entire agreement between the Parties with respect to its purpose
and supersedes in all aspects all previous proposals, negotiations, discussions and understandings between the Parties regarding
the purpose of this Agreement.


 


12.10.      The
conditions of this Agreement are binding on the successors of the Parties.


 


12.11.      The
Parties elect the Court of the Judicial District of Barueri, State of São Paulo, at the exclusion of any other, however
privileged it may be, as the sole competent court for the settlement or interpretation of clauses or issues arising from this Agreement,
which they cannot amicably decide. It is hereby stipulated that the Party against which an adverse judgment is rendered
in court shall pay the prevailing Party ́s attorney ́s, in addition to the procedural costs and expenses.


 




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IN WITNESS WHEREOF, the Parties executed
this Agreement in two (2) counterparts, before the undersigned witnesses.


 


Barueri, November 03, 2017.


 


	ELO SERVIÇOS S.A.	 	 
	1. /s/Eduardo Chedid	 	2. /s/Rogerio Gragnani Leite
	Name: Eduardo Chedid	 	Name: Rogerio Gragnani Leite
	Title: CEO	 	Title: Executive Officer
	 	 	 
	STONE PAGAMENTOS S.A.	 	 
	1. /s/Carlos Alberto Bordini	 	2. /s/Augusto Barbosa Estellita Lins
	Name: Carlos Alberto Bordini	 	Name: Augusto Barbosa Estellita Lins
	Title: Director	 	Title: Director – Stone Pagamentos S.A.
	 	 	 
	Witnesses:	 	 
	/s/Caio C. Conde	 	/s/Nathalia C. R. de Faria
	Name: Caio C. Conde	 	Name: Nathalia C. R. de Faria




 






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