Terms and Conditions — "Fee-Free Conversion" Promotion – Picnic Help Center

Last updated: March 4, 2026

1. General Information
1.1. The "Fee-Free Conversion" campaign ("Campaign") is a global promotional initiative offered by DeFiBasket Labs Inc., a company incorporated under the laws of the British Virgin Islands ("Company"), operator of the Picnic platform, with the objective of subsidizing BRL to USDC conversion fees for its users.
1.2. The Campaign begins on March 5, 2026, and may be terminated at any time at the sole discretion of the Company.
1.3. By participating in the Campaign, the Participant declares that they have read and fully agreed to these Terms and Conditions.
1.4. This Campaign constitutes a voluntary commercial performance-based reward program, containing no element of chance or sweepstakes. The Level 1 reward is granted based on objective and verifiable criteria (proven superior VET), and the Level 2 reward is based on the chronological order of valid submission.
1.5. The Company reserves the right to modify, suspend, or terminate the Campaign at any time, without prior notice, without creating any vested rights for Participants.
1.6. Each user may perform up to US$10,000.00 in purchases per month and up to US$10,000.00 per transaction under the terms of the Campaign.

2. Eligibility
2.1. Individuals who meet the following criteria may participate in the Campaign:
a) Hold an active account on the Picnic platform;
b) Have completed the identity verification process (KYC);
c) Have no restrictions or pending issues on their account;
d) Are in compliance with Picnic's general Terms of Use;
e) To be eligible for the R$25.00 reward, the participant must have performed at least one purchase transaction of digital dollars via Pix within the last 30 days or perform one during the term of the Campaign;
f) To be eligible for the R$1,000.00 reward, the participant must effectively execute the comparative transaction on Picnic as per clause 8.5.
2.2. The Company reserves the right to deny participation to any user who does not comply with the requirements above.
2.3. Data collected for eligibility purposes will be treated in accordance with the Company's Privacy Policy, strictly for legal compliance and fraud prevention purposes.

3. Promotion Mechanics
3.1. The Promotion consists of the exemption of conversion fees over the market reference price selected by the Company. The Company utilizes widely accepted market data providers (oracles), but the Participant acknowledges that the binding final price is exclusively that displayed on the App's confirmation screen.
3.2. The assets acquired in the Promotion are digital dollars (stablecoins pegged to the US Dollar), and not fiat dollars.
3.3. The Promotion is applied exclusively to digital dollar purchases made via Pix. No other payment method is included in the Promotion.
3.4. The exemption is applied automatically. No activation, additional registration, or promotional code is required.
3.5. The Company reserves the right to establish daily or monthly operational limits per user, as well as a global subsidy cap for the Promotion. Should the global monthly limit be reached, the Promotion may be suspended regardless of prior notice.

4. Quotation and Price
4.1. The quotation used in the conversion follows these criteria:
Business hours (9:00 AM to 5:00 PM, Brasília time, business days): The quotation will be based on the commercial dollar (spot price of the foreign exchange market), provided by the partner Pods Finance;
Outside business hours: The quotation will be based on the crypto market price (BRL/USDT pair), reflecting the best price available outside banking hours.
4.2. The Participant accepts that the price of digital assets may fluctuate between the request and the execution of the transaction. The fee exemption (Zero Spread) applies to the Company's margin and does not cover market variations. The binding final price will be exclusively that recorded on the transaction receipt after its execution.

5. Restrictions and Permitted Use
5.1. The Promotion is intended exclusively for the use of digital dollars converted within the Picnic platform ecosystem, including:
a) Spending on international purchases with the Picnic card;
b) Saving and investing in digital dollars within the platform.
5.2. The following uses of digital dollars converted under the Promotion are expressly prohibited:
a) Withdrawal or transfer of the converted digital dollars to external wallets (wallets outside the Picnic ecosystem);
b) Currency or financial arbitrage of any nature;
c) Immediate reverse conversion (purchase of digital dollar followed by sale in a short period for profit-seeking purposes);
d) Use through third-party accounts or fraudulent accounts;
e) Any activity that constitutes abuse of the Promotion or deviation from its purpose.
5.3. The Company may, at its sole discretion, analyze the Participant's usage pattern to verify compliance with this Section.
5.4. The Promotion aims at the genuine use of the platform for consumption and store of value. If a "looping" pattern is identified (e.g., purchase via Pix, conversion, and attempt to exit through transverse means to monetize the zero spread), the Company may reverse the operations or suspend the Participant's account for violation of good faith.

6. Loss of Benefit
6.1. The Company reserves the right to revoke access to the Promotion at any time and without prior notice if it identifies:
a) Violation of any clause of these Terms and Conditions;
b) Behavior that constitutes abuse or exploitation of the Promotion;
c) Activity suspicious of fraud, money laundering, or terrorist financing;
d) Use incompatible with the purposes described in Section 5.
6.2. Revocation of the benefit does not affect conversions already performed but prevents the Participant from using the Promotion in future transactions.
6.3. In the event of revocation, the Participant will be notified via the app and may contact support for clarification.

REWARDS: The Campaign has two independent reward levels:

7. Level 1: A prize of R$1,000.00 will be awarded to the FIRST AND ONLY participant who manages to prove—on the same day/time, with a maximum margin of 5 minutes difference—that a competing institution offers a VET (Total Effective Value) for BRL to digital dollar conversion more than 0.25% lower than Picnic's VET at that moment, strictly considering the capital inflow via Pix. The 0.25% margin accounts for normal market micro-volatility and ensures that the comparison reflects a genuine and structural price difference.
7.1. There is only one R$1,000.00 Prize available for the entire duration of the Campaign.
7.2. The Prize will be paid in USDC in the amount equivalent to R$1,000.00, calculated by the exchange rate at the time of reward processing.
7.3. For the purposes of this Campaign, Picnic's VET is defined as the value displayed on the Picnic app transaction confirmation screen for a purchase of digital dollars via Pix for the amount chosen by the user, subject to a minimum value of R$50.00 (fifty reais).
7.3.1. The comparison must strictly reflect the total cost to transform a Real balance available in a bank account into digital dollars on the destination platform. Therefore, the competing institution's VET must include, in addition to the exchange spread, any deposit fees, processing fees, or any charges necessary to complete the purchase.
7.3.2. The participant must include in the submission a simultaneous screenshot of the confirmation screen of the comparative app/site with the same value, obtained on the same day/hour, with a time difference margin of less than 5 minutes from the Picnic capture.
7.4. Determination of Valid Submission Order (Level 1):
The native timestamp of the post on the social media platform is the reference to determine the order of submission;
In case of simultaneous posts, the tie-breaking criterion is the time the quotation was performed on the Picnic platform;
The Company's determination is final and binding;
To be eligible to receive the one thousand reais prize, the user must effectively execute the comparative transaction on Picnic. Simply taking a screenshot of the quote without converting the value to their Picnic account is insufficient.
7.5. VET Calculation: The VET (Total Effective Value) represents the real total cost of the end-to-end operation, from the exit of funds from the user's bank account to the receipt of digital dollars in the platform. It is calculated as follows:
VET = (Total amount disbursed in BRL via Pix) ÷ (Total USD received in destination account)
In other words: the VET is the final cost in BRL for each 1 USD that effectively reaches the user's account, and must include all deposit fees (Pix deposit fees), exchange spreads, network fees, commissions, and any other charges levied by the institution. A lower VET is always better for the buyer.
Example: If you transfer R$600.00 from your bank and, after all deposit and conversion fees of the platform, you receive a net of USD 100.00, your VET = R$6.00/USD.
Minimum Value: For comparability and statistical precision purposes, submissions must consider a minimum transaction value of R$50.00.
Comparison Parity: Participants must use the exact same input value in Reais (BRL) on both platforms to ensure a fair comparison.
Screen Validity: The VET must reflect the final value the user would effectively receive, already deducting all entry and conversion costs, as displayed on the final transaction confirmation screen (the stage immediately prior to execution)—"order book" quotes (spot price), marketing banners, or estimation calculators that do not consider Pix deposit fees will not be accepted.
7.6. Eligible Competing Institutions: For a comparison to be valid, the competing institution must meet all the following criteria:
a) It must be a publicly available and fully operational institution or platform—meaning any person can download the app or access the site, open an account, complete standard onboarding, and perform transactions without an invitation, referral, special access, or institutional/corporate relationship;
b) The rate displayed must be the standard retail rate available to any common user at the time of the screenshot. Rates exclusive to VIP clients, premium accounts, private banking clients, institutional clients, corporate accounts, or users with special negotiated conditions are not eligible;
c) The platform must be in full operation and normal operational status at the time of the screenshot. Rates resulting from system errors, technical bugs, display glitches, or any platform malfunction do not qualify;
d) The rate must not result from a limited-time promotion, coupon, discount code, cashback program, referral bonus, welcome offer, or any other temporary incentive specific to the competing platform. Only the standard rate always available to any user is eligible;
e) The comparison must be for the same currency pair (BRL to USD or USD-equivalent stablecoin).
7.7. Submission Requirements — Valid Comparison: To qualify at any level, the submission must contain:
a) A single screenshot or a clearly composed side-by-side image showing simultaneously the Picnic rate and the competing institution's rate, with the system clock timestamp visible on both screens;
b) The timestamp on both screens must be within a maximum of 5 minutes difference. Captures made at times with a difference greater than 5 minutes will be automatically disqualified;
c) The screenshot must clearly display: the name of the platform or institution, the exchange rate or final total cost to the user, and the time of capture (device clock must be visible);
d) The image must show no signs of cropping, editing, overlaying, or digital alteration of any nature;
e) The submission must contain prices collected no more than 24 (twenty-four) hours prior to publication, with date and time visible in the screenshot;
f) Any content that ridicules or offends competing brands, products, or services is prohibited. The comparison must be strictly objective and data-based;
g) The participant is solely responsible for the veracity, accuracy, and legality of the published content, indemnifying Picnic from any liability arising from incorrect, outdated, or inadequate comparisons;
h) Picnic reserves the right not to validate submissions that, at its sole discretion, contain inaccurate, misleading, or derogatory comparisons, or that may expose Picnic or third parties to legal risks.
7.8. How to Submit:
Publish the qualified image publicly on Twitter/X or Instagram, in your feed or stories;
Tag @usepicnicbr or @usepicnic;
The timestamp recorded by the social media platform will be the official time of participation. The 5-minute window requirement applies to the timestamps visible in the screenshots (device clock), not the time of publication on the social network. The participant must ensure the device clock is synchronized with the official time;
For account validation and reward processing, after publishing the qualified post, the participant must send a private Direct Message (DM) to the official @usepicnicbr profile on X or Instagram containing: (i) the direct link to the public post; and (ii) their picnic.name registered in the Picnic account.

8. Level 2: Reward of R$25.00: equivalent to R$25.00 in USDC.
8.1. The first 100 (one hundred) valid submissions on Twitter/X and Instagram that present a valid side-by-side comparison (as per the requirements described in these Terms) will each receive the equivalent of R$25.00 in USDC.
8.2. The R$25.00 reward is limited to one submission per user across all social networks combined.
8.3. The R$25.00 reward does not require the Participant to beat Picnic's VET by any margin. A valid and legitimate comparison as described below is sufficient.
8.4. To be eligible for the R$25.00 Reward, the user must have at least 200 followers on Instagram or X, and the profile must be public.
8.5. The Level 2 reward is available for the first 100 (one hundred) valid submissions in total, regardless of the platform. Upon reaching 100 valid submissions, Level 2 will be automatically closed and announced on official channels.
8.6. The submission must contain prices collected no more than 24 (twenty-four) hours prior to publication, with date and time visible in the screenshot.
a) Any content that ridicules or offends competing brands, products, or services is prohibited. The comparison must be strictly objective and data-based;
b) The participant is solely responsible for the veracity, accuracy, and legality of the published content, indemnifying Picnic from any liability arising from incorrect, outdated, or inadequate comparisons;
c) Picnic reserves the right not to validate submissions that, at its sole discretion, contain inaccurate, misleading, or derogatory comparisons, or that may expose Picnic or third parties to legal risks.
8.7. How to Submit:
Publish the qualified image publicly on Twitter/X or Instagram, in your feed or stories;
Tag @usepicnicbr or @usepicnic;
The timestamp recorded by the social media platform will be the official time of participation. The 5-minute window requirement applies to the timestamps visible in the screenshots (device clock), not the time of publication on the social network. The participant must ensure the device clock is synchronized with the official time;
For account validation and reward processing, after publishing the qualified post, the participant must send a private Direct Message (DM) to the official @usepicnicbr profile on X or Instagram containing: (i) the direct link to the public post; and (ii) their picnic.name registered in the Picnic account.
8.8. The creation of multiple accounts on Picnic, fake social media profiles, or any other mechanism intended to artificially increase the number of submissions is strictly prohibited. Picnic reserves the right to disqualify, at its sole discretion, any submission it reasonably suspects to be fraudulent, automated, or made in bad faith, including the disqualification of all submissions linked to the same individual, device, IP address, or household.
8.9. Rewards will be paid in USDC based on the exchange rate at the time of reward processing. Picnic is not responsible for exchange rate variations occurring before or after that time. The participant acknowledges that cryptocurrency values may vary and waives any claims arising from such variation.
8.10. Submissions will be ranked and validated strictly by the date and time they are received and confirmed by Picnic's internal system, which shall constitute the sole official record for determining the first 100 (one hundred) valid submissions. In case of dispute, Picnic's records shall prevail.
8.11. Participation in the rewards program is restricted to individuals who are at least 18 (eighteen) years old at the time of submission. Submissions made by or on behalf of minors will be automatically disqualified and no reward will be granted.
8.12. Participants are solely responsible for ensuring that their submissions comply with the terms of use of Twitter/X and Instagram. Picnic is not responsible for any content removal, account suspension, or penalty imposed by any of the platforms on the participant.
8.13. To the maximum extent permitted by applicable law, Picnic's total liability to any participant under this campaign is strictly limited to the amount of the reward applicable to that participant's valid submission. Picnic is not liable for any indirect, incidental, or consequential damages arising from participation or the inability to participate in this campaign.
8.14. All decisions regarding the validity of submissions, eligibility for rewards, and interpretation of the campaign are the exclusive competence of Picnic and are final and binding. By making a submission, participants fully agree to these terms.

9. Anti-Fraud and Integrity Rules
9.1. The following actions will result in immediate disqualification and may result in permanent account suspension:
a) Submission of manipulated, edited, or digitally altered screenshots;
b) Use of timestamp manipulation software, developer tools, or any feature that falsifies the time or the rate displayed;
c) Rates resulting from system bugs, technical errors, display failures, or any malfunction of the competing platform;
d) Rates from platforms not publicly accessible to all individuals (VIP, institutional, corporate, or by invitation);
e) Rates obtained through promotional campaigns, discount codes, welcome bonuses, referral programs, or any temporary non-standard offer from the competing platform;
f) Multiple submissions from the same user on different accounts;
g) Coordinated or artificial submissions aimed at manipulating the order of participation or the outcome of the competition;
h) Any submission that misrepresents fees, spreads, or total transaction costs.
9.2. The Company reserves the right to request additional evidence to validate any submission, including transaction receipts, account screenshots, or real-time rate confirmations. Failure to present the requested evidence within 48 hours will result in disqualification.
9.3. The Company's fraud review decision is final. No disputes regarding disqualified submissions will be accepted.
9.4. Any attempt at fraud in the Campaign may be reported to the competent authorities.

10. Prize Payment
10.1. All prizes are paid exclusively in USDC to the Picnic wallet linked to the Participant's verified account.
10.2. The USDC equivalent will be calculated by the prevailing market rate at the time of payment processing.
10.3. Validated rewards will be processed within 10 business days after confirmation of validation.
10.4. Participants are solely responsible for any taxes incident on the prizes received, according to the laws of their jurisdiction. Picnic recommends consulting an accountant regarding tax obligations. Picnic does not perform withholding at the source on the prizes distributed in this Campaign.
10.5. No prize alternative, fiat cash equivalent, or transfer of prize to third parties is permitted.

11. Limitations and Disclaimers
11.1. The Company does not guarantee that its value will always be the lowest available in the market. The Campaign is a genuine challenge, subject to the 0.25% safety margin defined above.
11.2. The Company is not responsible for:
a) Technical failures on social media platforms that prevent or delay submissions;
b) Currency fluctuations between the time of submission and validation;
c) Losses arising from participation or non-participation in the Campaign;
d) Delays caused by third-party payment processors.
11.3. The Company is not responsible for:
a) Fluctuations in the price of the dollar between the time of inquiry and the time of transaction confirmation;
b) Temporary unavailability of the service due to technical reasons or force majeure;
c) Losses arising from exchange rate variation after conversion;
d) Any costs charged by intermediary institutions outside the Company's control.
11.4. The Company's total liability regarding the Promotion is limited to the amount of the spread that would normally be charged on the transaction.
11.5. Participants are solely responsible for declaring and paying any taxes, fees, or contributions that may be due on the rewards received, in compliance with applicable tax legislation. Picnic assumes no tax obligation on behalf of the participants.

12. Term and Termination
12.1. The Campaign begins on March 5, 2026, with an indefinite term, subject to termination at the sole discretion of the Company.
12.2. The Campaign will be automatically terminated for Level 1 after the Grand Prize is awarded. Level 2 remains open until the limit of 100 submissions is reached.
12.3. The Company may terminate the Campaign at any time, including before the R$1,000.00 Prize is awarded, without obligation of compensation to any Participant.

13. Modifications
13.1. The Company reserves the right to change these Terms and Conditions at any time, with the publication of the updated version on the Picnic platform and official social media channels.
13.2. Continued participation after any modification constitutes acceptance of the updated terms.

14. General Provisions
14.1. PICNIC reserves the right, at any time and without prior notice, to modify, suspend, or terminate the Campaign, as well as to change the eligibility criteria or the value of rewards, generating no vested right for the Participant.
14.2. This Campaign constitutes a voluntary commercial performance-based reward program, containing no element of chance or sweepstakes. The Level 1 reward is granted based on objective and verifiable criteria (proven superior VET), and the Level 2 reward is based on the chronological order of valid submission.
14.3. These Terms and Conditions are governed by the laws of the British Virgin Islands.
14.4. Any doubts or controversies should first be directed to Picnic support.
14.5. This Campaign is a global initiative and is not restricted to any specific jurisdiction or country.
14.6. By participating in the Campaign, the Participant declares that they are aware of and agree to all the terms above.

DeFiBasket Labs Inc.

English version:

Terms and Conditions — "FEE-FREE CONVERSION" PROMOTION

Last updated: March 4, 2026

REWARDS: The Campaign has two independent reward levels:
7. Level 1: A prize of R$1,000.00 will be awarded to the FIRST AND ONLY participant who manages to prove—on the same day/time, with a maximum margin of 5 minutes difference—that a competing institution offers a VET (Total Effective Value) for BRL to digital dollar conversion more than 0.25% lower than Picnic's VET at that moment, strictly considering the capital inflow via Pix. The 0.25% margin accounts for normal market micro-volatility and ensures that the comparison reflects a genuine and structural price difference.
7.1. There is only one R$1,000.00 Prize available for the entire duration of the Campaign.
7.2. The Prize will be paid in USDC in the amount equivalent to R$1,000.00, calculated by the exchange rate at the time of reward processing.
7.3. For the purposes of this Campaign, Picnic's VET is defined as the value displayed on the Picnic app transaction confirmation screen for a purchase of digital dollars via Pix for the amount chosen by the user, subject to a minimum value of R$50.00 (fifty reais).
7.3.1. The comparison must strictly reflect the total cost to transform a Real balance available in a bank account into digital dollars on the destination platform. Therefore, the competing institution's VET must include, in addition to the exchange spread, any deposit fees, processing fees, or any charges necessary to complete the purchase.
7.3.2. The participant must include in the submission a simultaneous screenshot of the confirmation screen of the comparative app/site with the same value, obtained on the same day/hour, with a time difference margin of less than 5 minutes from the Picnic capture.
7.4. Determination of Valid Submission Order (Level 1):
The native timestamp of the post on the social media platform is the reference to determine the order of submission;
In case of simultaneous posts, the tie-breaking criterion is the time the quotation was performed on the Picnic platform;
The Company's determination is final and binding;
To be eligible to receive the one thousand reais prize, the user must effectively execute the comparative transaction on Picnic. Simply taking a screenshot of the quote without converting the value to their Picnic account is insufficient.
7.5. VET Calculation: The VET (Total Effective Value) represents the real total cost of the end-to-end operation, from the exit of funds from the user's bank account to the receipt of digital dollars in the platform. It is calculated as follows:

VET = [Total amount disbursed in BRL via Pix] ÷ [Total USD received in destination account]

In other words: the VET is the final cost in BRL for each 1 USD that effectively reaches the user's account, and must include all deposit fees (Pix deposit fees), exchange spreads, network fees, commissions, and any other charges levied by the institution. A lower VET is always better for the buyer.
Example: If you transfer R$600.00 from your bank and, after all deposit and conversion fees of the platform, you receive a net of USD 100.00, your VET = R$6.00/USD.
Minimum Value: For comparability and statistical precision purposes, submissions must consider a minimum transaction value of R$50.00.
Comparison Parity: Participants must use the exact same input value in Reais (BRL) on both platforms to ensure a fair comparison.
Screen Validity: The VET must reflect the final value the user would effectively receive, already deducting all entry and conversion costs, as displayed on the final transaction confirmation screen (the stage immediately prior to execution)—"order book" quotes (spot price), marketing banners, or estimation calculators that do not consider Pix deposit fees will not be accepted.
7.6. Eligible Competing Institutions: For a comparison to be valid, the competing institution must meet all the following criteria:
a) It must be a publicly available and fully operational institution or platform—meaning any person can download the app or access the site, open an account, complete standard onboarding, and perform transactions without an invitation, referral, special access, or institutional/corporate relationship;
b) The rate displayed must be the standard retail rate available to any common user at the time of the screenshot. Rates exclusive to VIP clients, premium accounts, private banking clients, institutional clients, corporate accounts, or users with special negotiated conditions are not eligible;
c) The platform must be in full operation and normal operational status at the time of the screenshot. Rates resulting from system errors, technical bugs, display glitches, or any platform malfunction do not qualify;
d) The rate must not result from a limited-time promotion, coupon, discount code, cashback program, referral bonus, welcome offer, or any other temporary incentive specific to the competing platform. Only the standard rate always available to any user is eligible;
e) The comparison must be for the same currency pair (BRL to USD or USD-equivalent stablecoin).
7.7. Submission Requirements — Valid Comparison: To qualify at any level, the submission must contain:
a) A single screenshot or a clearly composed side-by-side image showing simultaneously the Picnic rate and the competing institution's rate, with the system clock timestamp visible on both screens;
b) The timestamp on both screens must be within a maximum of 5 minutes difference. Captures made at times with a difference greater than 5 minutes will be automatically disqualified;
c) The screenshot must clearly display: the name of the platform or institution, the exchange rate or final total cost to the user, and the time of capture (device clock must be visible);
d) The image must show no signs of cropping, editing, overlaying, or digital alteration of any nature;
e) The submission must contain prices collected no more than 24 (twenty-four) hours prior to publication, with date and time visible in the screenshot;
f) Any content that ridicules or offends competing brands, products, or services is prohibited. The comparison must be strictly objective and data-based;
g) The participant is solely responsible for the veracity, accuracy, and legality of the published content, indemnifying Picnic from any liability arising from incorrect, outdated, or inadequate comparisons;
h) Picnic reserves the right not to validate submissions that, at its sole discretion, contain inaccurate, misleading, or derogatory comparisons, or that may expose Picnic or third parties to legal risks.
7.8. How to Submit:
Publish the qualified image publicly on Twitter/X or Instagram, in your feed or stories;
Tag @usepicnicbr or @usepicnic;
The timestamp recorded by the social media platform will be the official time of participation. The 5-minute window requirement applies to the timestamps visible in the screenshots (device clock), not the time of publication on the social network. The participant must ensure the device clock is synchronized with the official time;
For account validation and reward processing, after publishing the qualified post, the participant must send a private Direct Message (DM) to the official @usepicnicbr profile on X or Instagram containing: (i) the direct link to the public post; and (ii) their picnic.name registered in the Picnic account.

DeFiBasket Labs Inc.

Terms and Conditions — "FEE-FREE CONVERSION" PROMOTION

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