Brazil Program Terms

Last Update: September 1^st, 2026.

These “Brazil Program Terms” incorporate by reference the Master Services Agreement and apply to any Order Form(s) entered by Company and Supplier. All capitalized terms in these Brazil Program Terms will have the meanings set forth in the Agreement. Supplier may modify these Brazil Program Terms from time to time by posting the modified version on its website, together with the respective effective date. Changes that do not materially affect Company’s rights or obligations will take effect on the date they are posted, and Company’s continued use of the Services after such date will constitute its acceptance. All other changes will be communicated to Company in the manner and with the advance notice set forth in the Master Services Agreement, and Company, should it disagree, may terminate the Agreement without any penalty by notifying Supplier before the effective date of the change, with the prior terms remaining applicable until the end of the Service Term.

1. Definitions. In addition to any terms defined throughout the body of the Brazil Program Terms, the following definitions will also apply.

Definitions Bridge. Capitalized terms used in these Brazil Program Terms and not defined in this Section will have the meaning given to them in the applicable MSA. In the event the applicable MSA does not define such terms, or defines them differently, the following definitions will prevail, exclusively for purposes of these Brazil Program Terms and the Order Forms linked to them:

“Attribution Model” means the rule or set of rules that determine which touchpoints or marketing channels should receive credit for a sale, action or other conversion. Unless otherwise specified in the Order Form, the Attribution Model to be considered in the Services will be “In-Channel Last Click” (considering the last channel the consumer clicked on before completing the Qualifying Action) and within the cookie window term chosen by Company during Implementation.

“Qualified Action” means an action, as specified by Company (e.g., a purchase of a specified product), that is taken by an end user after having accessed a Qualifying Link during a Session and is qualified to be considered for Fees calculation.

“Engagement” means the arrangement between Supplier and a Publisher Partner, entered into by Supplier in performance of the Services for the Company, relating to the distribution or placement of a Qualifying Link and the completion of a   Qualified Action.

“Monthly Net Sales” means the monthly aggregate amount of gross sales of products and/or services to end users made during a Session that originated with a Qualifying Link, less any amounts such as shipping, handling, Tax, bad credits and returns.

“Publisher Partner Fee” means the monthly aggregate amount accrued to, and payable to, the Publisher Partner by the Supplier for Qualified Actions.

“Qualifying Link” means a link provided by Company to be distributed or placed by a Publisher Partner pursuant to an Engagement and which is tracked by Supplier Technology.

“Service Month” means each calendar month during which Services are provided to Company.

“Session” means a period of time that starts when an end user accesses a Qualifying Link distributed or placed by a Publisher Partner pursuant to an Engagement and ends at the earlier of: (a) the time that such end user, after having exited Company Site, returns to Company Site using a different Qualifying Link; (b) expiration of a Session as defined by the terms of the Engagement (also referred to as “return days”); or, (c) the expiration or termination of the Engagement.

“Supplier’s Attribution Model” means the Attribution Model applied to Supplier Measurements as communicated to Company.

“Supplier Fees” means all fees charged to the Company for Supplier Services.

“Tax” means any and all applicable taxes for Services and respective payments, including income tax; withholding tax; Tax on Goods and Services (IBS); Contribution on Goods and Services (CBS), sales tax or analogous, any similar tax-related charges or levies of whatsoever nature imposed, levied or assessed by any governmental authority.

2. Obligations/Restrictions

2.1 Services. Supplier will provide Services to Company pursuant to the Agreement. Unless explicitly specified in this Order Form, Supplier does not guarantee that Company will achieve any level of user activity, sales revenues or other results from the Services provided.

2.2 Engagements with Publisher Partners. Company will select Publisher Partners through Supplier Technology, and Supplier will enter into the corresponding Engagements with such Publisher Partners in performance of the Services.

2.3 Monthly Budget. Monthly budget amounts will be determined each month and provided to Supplier by Company in writing (email is sufficient). Supplier will provide a monthly forecast of performance and spend. Pacing against this forecast will also be shared by Supplier. Should Company have a limit on the budget, they shall inform Supplier in writing (email is sufficient), thirty (30) days before the first day of the month. No budget decreases can be made for the first one hundred eighty (180) days of the program in order to ensure a successful ramp up for program.

2.4 Case Study. Upon Supplier’s request during the Term, Company will participate in a case study regarding its use of the Services, including directional results achieved (the “Case Study”); provided, however, Company will be given the opportunity to review and have final approval prior to publishing. Nothing in the Agreement pertaining to restrictions on press releases will be construed to limit or prohibit any approved Case Study. As between the Parties, Supplier will be the exclusive owner of all copyrights in the Case Study and may enforce them for the entire period granted by applicable copyright law.

2.5 Exclusivity Effective only if provided for in the Order Form. If applicable, during the Service Term, Company acknowledges and agrees that Supplier will be the sole provider of any services of the type that are the same as and/or substantively similar to the Services and that Company will not: (a) Enter into or propose to enter into any type of contract or agreement with any direct competitor of Supplier to provide affiliate marketing services to Company/Brand;(b) Permit Company to utilize its internal resources to operate its own affiliate marketing program; or (c) Establish any arrangement, directly or indirectly, with a Publisher Partner or any other party that results in the circumvention of Supplier’s services, transactions, systems, or platform, or that aims to divert transactions that would otherwise be attributed to Supplier.

2.6 Non-solicitation. During the Service Term, Company agrees not to encourage or solicit, directly or indirectly, Publishers Partner to participate in affiliate programs managed by the Supplier’s competitors or internal, whether on an exclusive or non-exclusive basis, simultaneously with the partnership with Rakuten or otherwise.

2.7 Penalty. Failure by Company to comply with any exclusivity and non-solicitation obligation, shall result in Company’s immediate and automatic obligation to pay the non-compensatory fine to Supplier, in the amount equivalent to the cumulative value of the three (3) last invoice paid by the Company to Supplier, in the event of default, irrespective of losses and damages due as a result of non-compliance with such obligations.

3. Measurement

3.1 Measurements. Company acknowledges and agrees that, unless specified elsewhere in the Agreement, (a) to calculate Charges, Supplier measures, through the Supplier Technology, the number of clicks and/or other applicable measurements based upon Supplier’s Attribution Model (“Supplier Measurements”); and (b) subject to Section 4.2 (Discrepancy Reconciliation) below and unless explicitly provided otherwise in the Agreement, Company acknowledges and agrees that, for purposes of calculating the Charges, Supplier’s Measurements are final and will prevail over any other measurements of clicks or other applicable measurements, including any measurements of Company (“Company Measurements”).

4. Invoices

4.1 Supplier Invoices. Supplier shall provide invoice(s) to Company showing all Supplier Fees (“Supplier Invoice”) for each Service Month. The due date of each Supplier Invoice is thirty (30) days from the invoice issuance date.

4.2 Discrepancy Reconciliation. In the event of a discrepancy in the Fees between the Supplier’s Measurements and the Company’s Measurements (a “Discrepancy”), the Company may notify the Supplier (email being sufficient) during the Validation of the Discrepancy and request its review, provided that: (a) the Company’s Measurements are based on the same type of Attribution Model as the Supplier’s Attribution Model; (b) the Discrepancy is greater than ten percent (10%); and (c) the Company provides the Supplier with notice and supporting documentation of the Discrepancy, including any applicable validation file, within ten (10) days following the close of the respective Service Month. The Supplier agrees to review the Company’s supporting documentation and, in good faith, attempt to resolve any Discrepancy. If the Supplier confirms a Discrepancy greater than 10%, the Supplier shall adjust the Fees in accordance with the terms of this Agreement and its usual invoicing practices. The Company shall pay such adjusted Fees in accordance with Clause 4.1 (Supplier’s Invoices). If the Supplier is unable to confirm the Company’s Measurements, the Supplier shall not adjust the Fees and the Company shall pay the Supplier in accordance with Clause 4.1 (Supplier’s Invoices). In the event that the Company, in any twelve (12) month period during the Service Term, submits three (3) or more Discrepancy review requests for which the Supplier is unable to confirm the Company’s Measurements, the Company shall incur a fee intended to reimburse the Supplier for the reconciliation efforts, in an amount equal to 10% of the discrepant Fees in the aggregate. Notwithstanding the foregoing, nothing herein shall be construed to permit the Company to cancel any transactions or offset any Fees on account of any Discrepancy. This Clause applies to the reconciliation of Measurement discrepancies, without prejudice to the Validation provided for in the Order Form, which prevails as the mechanism for disregarding reported transactions.

4.3 Taxes. Each Party shall be responsible for its own Taxes due, subject to the provision regarding the addition and itemization of Taxes levied on the supply set out in the Tax Reform and Tax Pass-Through clause. Payments due under this Program shall be made without any deduction or withholding of Taxes, unless required by a governmental authority, as provided by law. Should any withholding or deduction of Taxes at source apply, the Company shall pay such additional amounts as necessary to ensure that the net amounts received by the Supplier, after such withholding or deduction, are equal to the amounts that would have been received had no withholding or deduction been made.

4.3.1 Tax Reform and Tax Pass-Through. The amount of the consideration calculated on the basis of the Consideration Table corresponds to the Supplier’s net remuneration for the services rendered. Until December 31, 2026, there shall be no pass-through of taxes to the Company, with the Supplier remaining responsible for the payment of the ISS, PIS and COFINS levied on the supply, which are already reflected in the net remuneration. As from January 1, 2027, the indirect taxes levied on the supply of the services — notably the IBS, the CBS and the ISS, as well as any others that supplement, replace, or come to be levied on the supply, and, while in force, the PIS and the COFINS — shall be passed through to the Company, having regard to the nature of each tax and the applicable legislation, likewise reflecting any changes in rates, calculation bases, or incidence rules, including as a result of Constitutional Amendment No. 132/2023 and its regulations, notably Complementary Law No. 214/2025. The IBS and the CBS shall be calculated on a tax-exclusive basis and added, itemized on the invoice, to the amount of the net remuneration. The remaining taxes that allow tax-inclusive calculation, notably the ISS and, while in force, the PIS and the COFINS, may, at the Supplier’s discretion, be passed through by inclusion in the price of the services (gross-up) or by an itemized addition on the invoice. The final amount to be paid by the Company shall correspond to the sum of the net remuneration and the added taxes, regardless of any contractual amendment. The Company acknowledges and agrees that the amount due in respect of the IBS and the CBS shall be paid to the Supplier together with the amount of the respective monthly Fees, with the Company being assured the appropriation of the respective credits under the terms of the legislation, where applicable. The provisions of this Clause likewise cover the taxes levied on amounts for third-party services and other reimbursable charges or charges intermediated by the Supplier on behalf of the Company, which shall be passed through to it and itemized on the respective invoice or billing document.     

4.4 Non-Solidarity. Nothing in the Agreement creates: (a) any joint or subsidiary liability of the Supplier for the Company’s obligations; (b) the Supplier as a substitute debtor in respect of any of the Company’s obligations; or (c) any obligation of the Supplier to pay any Publisher Partner Fee before, or independently of, the Supplier’s actual receipt of the corresponding amounts from the Company.

5. Elective Services Terms

5.1 Card Linked Offer Services

5.1.1 Card-Linked Offers (“CLO”) Services are an add-on to the Company’s affiliate program. If Company is eligible to utilize CLO Services Supplier will provide access to third-party offer networks (“Distribution Partners”) via Publisher Partners through which Company may select one or more Distribution Partners to distribute and display Company’s coupon, discount, or other marketing or sales offer distributed through a card, account, in-store, or otherwise via Distribution Partners’ online and offline channels to their customers (“Offer”).

5.1.2 Company acknowledges that Supplier’s ability to provide the Services is contingent upon its contractual relationships with Publisher Partners and their Distribution Partners. Supplier will not be liable for any modification or termination of its agreements with Publisher Partners or for the acts or omissions of any Distribution Partner. If Supplier’s contract with a Publisher Partner is terminated, any related Offers will automatically terminate on the same date. Company may be also required to enter into service terms and conditions with Distribution Partners as notified by Supplier, the Distribution Partner, or the Publisher Partner.

5.1.3 Once an Offer is launched, it cannot be amended or terminated early by Company unless expressly stated in an applicable Order. Company agrees to honor the terms of each Offer for its agreed duration. Company will provide Supplier with all necessary Company Content for the Services, and Supplier will not be liable for delays or failures caused by Company’s failure to provide such content. Company grants Supplier a limited, nonexclusive, royalty-free worldwide license to use and sublicense Company Content as reasonably necessary to provide the Services, including making such content available to Publisher Partners or Distribution Partners, as applicable, to deliver the Offers.

5.1.4 Tracking and reporting of Customer transactions related to Offers (“Qualifying Transactions”) will be performed solely by either the Publisher Partner or the Distribution Partner, as applicable, and Supplier will not be liable for such tracking or reporting.

5.1.5 Supplier will charge Company for the Services based on the Qualifying Transactions reported by either the Publisher Partner or the Distribution Partner, as applicable, in accordance with the fees set forth in the applicable Order Form. The fee structure will be as follows: (i) Cost Per Acquisition (“CPA”): This will be either (1) a fixed amount for each Qualifying Transaction, or (2) a percentage of the total transaction value for each Qualifying Transaction. In the event that the Publisher Partner does not upload the Qualifying Transactions directly to the Supplier platform via API, SFTP, or Batch file, Supplier will charge Company the sales-based tracking fee for the total amount of the Qualifying Transactions as a single fee each month. This fee will be calculated as specified in the Order Form: either (i) a percentage of the total Publisher Partner Fees generated during the applicable service period by the Distribution Partners; or (ii) a percentage of Monthly Net Sales for the applicable service period.

5.1.6 Supplier will invoice Company based on the reports provided by the Publisher Partner. Payment terms will be as stated in the Affiliate Order Form or applicable IO.

5.2 Enhanced Order Locking Services

5.2.1 Supplier may make available certain services known as Enhanced Order Locking (“EOL”). In order to use EOL Company must first meet the eligibility criteria, as determined by Supplier, and be approved by Supplier to use EOL.  Certain processes of EOL (referenced below) differ from processes set out in the Agreement. If using EOL Company acknowledges and agrees that the EOL Processes will apply in relation to its affiliate marketing program(s) listed above. The EOL Processes will take precedence over any conflicting terms in the Agreement, for the period that Company uses EOL. Otherwise, the terms of the Agreement are unchanged.

5.2.2 Should Company cease using EOL, the EOL Processes will no longer apply. Supplier may revoke Company’s use of EOL if it does not comply with the implementation process and ongoing requirements of EOL.

5.2.3 Auto-lock date and Invoicing – When providing confirmation of an order or transaction that relates to a Qualified Action, Company is required to provide an expected date that the Qualified Action will be completed (for example expected consumption of travel or an event) (“Expected Completion Date”). The Expected Completion Date will be used by Supplier to calculate the auto-lock date pertaining to that order, which includes a validation period post consumption (“Auto-Lock Date”). The Auto-Lock Date will be the relevant date for calculation of fees. Accordingly, the transaction will be only included in Company’s invoice for the month of Auto-Lock Date (i.e. it will not be shown in the month that the order occurs if that month is different from the month of the Auto-Lock Date).

5.2.4 Adjustments and Chargebacks– Adjustments relating to Chargebacks must be applied prior to the Auto-Lock Date. In addition, Company may not make any adjustments for any other reason from the Auto-Lock Date onwards (with the exception of Publisher Partner bonus adjustment).

If Company becomes aware that the Expected Completion Date is going to change (due, for example to consumer moving a date of travel) Company must notify Supplier of the new Expected Completion Date in advance in order that the Auto-Lock Date may be recalculated. The Auto-Lock Date will then be changed to reflect the new date provided and will appear in the invoice for the month associated with the new Auto-Lock Date.

5.3. Non-CPA Activities (e.g. Tenancies/Placements)

5.3.1 As part of the Service, Company may enter into Engagements under which Publisher Partner facilitates offline marketing programs. Supplier will be entitled to fees for any such offline marketing programs if: (a) brokered by Supplier with a Publisher Partner; (b) executed by Company as a result of an introduction of such Publisher Partner to Company by Supplier; (c) tracked in whole or in part by Supplier (e.g., initial click); or (c) as otherwise agreed by the parties in an Insertion Order.

6. Miscellaneous

6.1 Each of Party and, if applicable, its Affiliate represents, warrants and agrees that (a) it is a company duly organized and validly existing; (b) it conducts, and has the right to conduct, the businesses associated with each URL listed on the Order Forms; (c) the execution, delivery and performance of the Order Forms will not violate or conflict with any of its other obligations; and (d) all information provided by it in the Order Forms is true, accurate and complete in all respects.

6.2 Provisions Applicable to the Brazil Program. The provisions of this Section apply to the provision of Services in Brazil regardless of which MSA governs the relationship between the Parties, complementing it and, to the extent they are Brazil-specific, prevailing in case of omission of the applicable MSA, subject to the order of prevalence established in the Order Form.

6.3 Temporary Changes to Fees. The Parties recognize as valid the expressions of intent of the Company’s representative requesting the temporary and/or seasonal increase of the Supplier Fees previously set forth in the Order Form, provided that such request is formalized in writing, by corporate email with the Company’s domain, indicating the amount and period of the increase. Temporary increases for periods exceeding 3 (three) consecutive months must be formalized by an addendum to the then-current Order Form, without prejudice to the payment due based on the increased Supplier Fees during the period of the respective Measurements.

6.4 Tracking Failure. In the event of a tracking failure in Supplier Technology due to incorrect Implementation or changes made by Company to its Company Site or cookies, Company will provide Supplier with the sales data attributable to the Services, in accordance with the Attribution Model, for the affected period, within thirty (30) days of the respective sale. If Company fails to provide the data within such period, Supplier may charge Company an amount equivalent to the average of the last 3 (three) monthly Charges paid in the immediately preceding months, as a Fee due for the Services, without prejudice to the temporary suspension of the Services until the required data is provided.

6.5 Suspension at Company’s Request. Company may request temporary suspension of the Services for a maximum period of 60 (sixty) days each year (the period from January 1st to December 31st), provided that such suspension may not be requested for any period that includes the month of November. The request must be made in writing, at least thirty (30) days in advance of the desired start date of the suspension. During the suspension, all contractual obligations that do not directly depend on the provision of the Services will remain in force, including the running of the Service Term.

6.6 Termination for Cause. Termination for cause will observe the grounds and effects set forth in the Termination for Cause clause of the MSA.

6.7 Subcontracting. The Services may be performed, in whole or in part, by Supplier’s subcontractors, including Affiliates and Publisher Partners, with Supplier remaining responsible to Company for such performance, which Company expressly authorizes. Supplier may also perform the Services as a subcontractor of an Affiliate or of a third party designated by it.

6.8 Governing Law and Venue. Where Supplier is Rakuten Marketing Brazil Ltda., these Brazil Program Terms and the Order Forms linked to them will be governed by the federal laws of Brazil, and the Parties elect the courts of the Capital of the State of Sao Paulo, Brazil, to settle any disputes, to the exclusion of any other, however privileged, regardless of which MSA governs the relationship between the Parties.