Learn how Crowdz manages your data.

UPDATED ON MAY 5, 2020.

Platform Users

Crowdz Platform Terms and Conditions

1 Terms and conditions

1.1 Agora Intelligence, Inc., dba Crowdz (Crowdz) owns and operates an electronic platform for the sale and purchase of Receivables between Users (the Platform). Crowdz shall be entitled to offer the same Platform as a process for Users to apply for third-party services (Application).

1.2 These terms and conditions (these Terms and Conditions) set out the terms and conditions on which a User shall be entitled to access and perform certain actions on the Platform. These Terms and Conditions are in addition to any terms and conditions agreed between Crowdz and a User pursuant to any other Platform Agreement, provided that these Terms and Conditions shall prevail if there is any inconsistency between these Terms and Conditions and the terms and conditions of any other Platform Agreement.

1.3 Crowdz shall be entitled to use any of its affiliates in connection with making available the Platform, facilitating any of the transactions contemplated by these Terms and Conditions and any other Platform Agreements and performing any of its obligations under or in connection with these Terms and Conditions and any other Platform Agreements.

1.4 Any affiliate falling within the scope of Clause 1.3 shall be entitled to rely on and enforce the terms of these Terms and Conditions as if any reference in these Terms and Conditions to “Crowdz” is a reference to that affiliate.

1.5 By a User accepting these Terms and Conditions in accordance with Clause 3 (Acceptance and Registration), that User agrees that these Terms and Conditions form a legal, valid, binding and enforceable contract between that User and Crowdz.

2 Definitions and interpretation

2.1 Defined terms used in these Terms and Conditions have the meaning given to them in Part 1 (Definitions) of Schedule 1 (Definitions and interpretation).

2.2 The principles of interpretation and construction set out in Part 2 (Interpretation) of Schedule 1 (Definitions and interpretation) shall apply to these Terms and Conditions.

3 Acceptance and Registration

3.1 In order to access the Platform for the first time, a User must:

(a) provide the Registration Information; and

(b) accept these Terms and Conditions.

3.2 A User accepts these Terms and Conditions by an Authorised Person clicking “I Accept”, “I accept, get started” or any equivalent acceptance wording in respect of these Terms and Conditions on the Platform login page. On acceptance of these Terms and Conditions, a User represents and warrants that:

(a) the individual accepting these Terms and Conditions on behalf of that User was an Authorised Person as at the time of acceptance;

(b) the Registration Information provided by it is true, complete, up-to-date and not misleading in any way;

(c) it is bound by these Terms and Conditions effective immediately on and from such acceptance and these Terms and Conditions constitute its legal, valid, binding and enforceable obligations;

(d) its electronic acceptance of these Terms and Conditions is effective as if signed under hand by that User and evidences its express intention to be bound by these Terms and Conditions;

(e) it is a corporate entity with legal personality, duly incorporated and validly existing in its jurisdiction of incorporation;

(f) it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, these Terms and Conditions and the transactions contemplated by these Terms and Conditions;

(g) it is acting solely for its own benefit and not as agent, trustee or in any other capacity for the benefit of any third party; and

(h) it is not Insolvent or subject to any Insolvency Proceedings.

3.3 Each User acknowledges and agrees that Crowdz has the right to:

(a) use the Registration Information provided by that User in order to carry out its “know your customer” or any other similar checks and any other checks and processes that Crowdz is required or deems necessary to carry out for the purpose of registering new Users to the Platform;

(b) request any additional information that Crowdz requires in order to carry out these checks or processes and that Crowdz shall not (unless otherwise agreed) complete the registration of that User until the requested information has been provided; and

(c) use third parties to perform any or all of these checks and processes if deemed reasonable and appropriate by Crowdz.

3.4 Each User represents and warrants at the time that any additional information is provided that any additional information provided by or on behalf of that User in connection with Clause 3.3 is true, complete, up-to-date and not misleading in any way at the time that it is provided.

4 Confirmation of Registration

4.1 Crowdz shall be entitled in its sole discretion to approve or deny the registration of any User. If Crowdz is willing to register a User, Crowdz will provide or confirm login credentials for that User to access and use the Platform, consisting of an email address and password. The provision or confirmation of login credentials to a User shall constitute confirmation that such User is a Registered User.

4.2 Each User must ensure that any login credentials provided or confirmed by Crowdz for the purpose of accessing and using the Platform are kept confidential and are disclosed to, and only used by, Authorised Persons. If a User knows or suspects that its login credentials have been disclosed to any person who is not an Authorised Person, or that its login credentials have been or may be used in a manner not authorised by that User, it shall immediately notify Crowdz and Crowdz will promptly revoke those login credentials.

4.3 Each User must promptly notify Crowdz:

(a) of any amendment or replacement of any of its Registration Information or any additional information provided by that User to Crowdz pursuant to Clause 3.3; and

(b) upon becoming aware that any Registration Information or any additional information provided by it was not, or is no longer, true, complete and up-to-date or was or has become misleading.

4.4 Each User acknowledges and agrees that Crowdz has the right to carry out the checks and processes referred to in Clause 3.3 following any notification to Crowdz pursuant to Clause 4.3 and authorises Crowdz to do so in accordance with Clause 3.3. Crowdz may in its sole discretion restrict a User’s access to and use of the Platform while these further checks and processes are being carried out.

5 Entry into additional Platform Agreements

5.1 Following confirmation that a User is a Registered User, that User may request to enter into one or more Platform Agreements or Applications and to be designated as a Platform Seller or Platform Purchaser, both (as applicable), or Applicant for a third-party service. Entry into any additional Platform Agreement is in Crowdz’s absolute discretion and each User acknowledges and agrees that confirmation that such User is a Registered User does not impose any obligation on Crowdz, or any right for that User, to enter into any additional Platform Agreements or Applications.

5.2 Crowdz shall have the right to request any additional information that it deems necessary or desirable in connection with the entry by a User into any additional Platform Agreement or in connection with any available Application.

5.3 The terms of any additional Platform Agreement are additional to these Terms and Conditions and, in the event of any inconsistency between these Terms and Conditions and any Platform Agreement, Clause 1.2 shall apply.

6 Licence and Intellectual Property Rights

6.1 Effective on and from Crowdz’s confirmation that a User is a Registered User, Crowdz grants that User a limited, revocable, non-exclusive, non-transferable, licence to access and use the Platform in accordance with these Terms and Conditions and any Platform Agreement. No User shall assign or transfer or purport to assign or transfer any of its rights in respect of this licence, nor grant or purport to grant any sub-licence, to any third party.

6.2 Crowdz may at any time and in its sole discretion restrict a User’s access to and use of the Platform and may limit or revoke (in part or in full) any licence granted to that User pursuant to these Terms and Conditions, in each case by notice to that User.

6.3 Each User acknowledges and agrees that Crowdz is the owner of the Platform, of all of the Intellectual Property Rights in or relating to the Platform and of all materials and other content published or available on the Platform other than a User’s User Material and Crowdz reserves all right, title, benefit and interest in and to the foregoing.

6.4 No User will obtain any right, title, benefit or interest (including any Intellectual Property Right) in or to the Platform, any Intellectual Property Rights in or relating to the Platform or any materials or other content (other than its User Material) published or available on the Platform except as expressly provided for in any Platform Agreement. Each User will ensure that it takes all reasonable steps necessary to ensure that it protects and does not infringe any of the Intellectual Property Rights in and to the Platform or any materials or content (other than its User Material) published or available on the Platform or the rights of any other User in respect of that User’s User Material.

6.5 A User must promptly notify Crowdz of any breach or likely breach of its obligations under Clause 6.4 and promptly, at its own cost and expense, provide such assistance (including taking such actions) as Crowdz requires as a result of such breach or likely breach.

6.6 No User will:

(a) copy, reproduce, modify, distribute, publish, create derivative works from, publicly display, publicly perform, licence, sell or re-sell any materials, content, software, products or services obtained from or through the Platform (including any User Material of any other User); or

(b) alter, translate, enhance, reverse engineer, decompile, disassemble or make derivative works of the Platform, the Intellectual Property Rights in or relating to the Platform or any material or other content published or available on the Platform,

in each case except as expressly permitted by any Platform Agreement or with Crowdz’s written consent.

6.7 Each User agrees that Crowdz is authorised and grants to Crowdz a royalty free licence (without any express or implied warranties of any kind) to use, reproduce, modify, distribute and publish any of that User’s User Material as Crowdz deems necessary or appropriate in connection with the operation of the Platform and the transactions contemplated by the Platform Agreements or uses contemplated for the Application.

7 Use of the Platform

7.1 Subject to these Terms and Conditions and any Platform Agreement, Crowdz agrees that it will use commercially reasonable efforts to make available the Platform to each Registered User. However, Crowdz provides no representation, warranty, assurance, guarantee or undertaking that the Platform will be available at all times or at any given time and each User acknowledges that access to and use of the Platform may be restricted or prevented by Crowdz from time to time (including for regular maintenance or updates) or for reasons outside of Crowdz’s control.

7.2 Crowdz will use reasonable efforts to:

(a) provide advance notice to Users of any scheduled unavailability of the Platform;

(b) notify Users of any unscheduled unavailability of the Platform once known to Crowdz; and

(c) make the Platform available again as soon as is commercially practicable in the circumstances at that time.

7.3 Crowdz is committed to taking reasonable steps to ensure that the Platform is secure or free from bugs or viruses. However, Crowdz provides no guarantee that the Platform will be secure or free from bugs, viruses, trojans or any malicious or harmful components and each User should use its own virus protection software.

7.4 A User must not:

(a) misuse the Platform by knowingly introducing bugs, viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful;

(b) attempt to gain unauthorised access to the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform; or

(c) attack the Platform via a denial-of-service attack or a distributed denial-of service attack.

7.5 Any breach by a User of Clause 7.4 will result in an immediate termination of the Platform Agreements, revocation of the licence granted in Clause 6.1, and denied access via the Platform to any relevant Application.

7.6 Each User is responsible, at its own cost and expense, for ensuring that it has and will have, among other things, all equipment, hardware and software as is necessary or desirable for accessing and using the Platform except for any equipment, hardware, or software provided by Crowdz to Users generally in connection with the Platform. Any questions regarding minimum system requirements to access the Platform should be sent to Crowdz by email to support@crowdz.io. A User should report any technical issues relating to accessing or using the Platform promptly to the same email address. Crowdz will provide limited technical support to address issues around the functionality of the Platform.

7.7 Each User shall access and use the Platform in accordance with and solely for the purposes set out in the Platform Agreements or in order to fill out Application(s). Each User will comply, and will ensure that all of its Authorised Persons will comply, at all times with these Terms and Conditions and any other Platform Agreement. Each User acknowledges and agrees that Crowdz shall have no obligation to check whether any person acting or purporting to act on behalf of that User is an Authorised Person. Crowdz shall be entitled to act on or in accordance with any communication, notice or document given, made or delivered by any person acting or purporting to act on behalf of a User unless that User has previously provided written notice to Crowdz that such person is not an Authorised Person.

7.8 Each User is solely responsible for its decision to access and use the Platform and no User shall take or refrain from taking any action in connection with the Platform that would result in that User or Crowdz being in breach of any Applicable Law.

7.9 Each User shall promptly (and in any event within one Business Day) notify Crowdz of any breach by that User of any provision of any Platform Agreement or the occurrence or existence of any event or circumstance that is likely to result in a breach by that User of any provision of any Platform Agreement.

8 User Material

8.1 Each User represents and warrants that, at the time that it provides any User Material:

(a) it is the sole owner of that User Material or, if it is not, that it has the authority of the owner and any other person with any rights or interest in that User Material to provide such User Material and to provide the authorisation and grant the licence set out in Clause 6.7; and

(b) that User Material is true, complete, up-to-date and not misleading in any way.

8.2 Crowdz has no obligation to check whether any User Material is true, complete, up-to-date and not misleading in any way and Crowdz has no responsibility or liability in respect of any User Material that does not meet these criteria.

8.3 Each User shall promptly notify Crowdz if any User Material provided by that User was not, or is no longer, true, complete, up-to-date and not misleading in any way. If Crowdz is notified that any User Material does not meet these criteria, Crowdz will contact the relevant User to discuss resolving the non-satisfaction of these criteria.

9 Indemnity

9.1 Each User shall immediately on demand indemnify Crowdz and each Indemnified Person against any liability, damage, loss (whether direct or indirect and including any loss of profit, loss of reputation or loss of goodwill), cost and expense (including all interest, penalties and legal costs (calculated on a full indemnity basis)) suffered or incurred by Crowdz or that Indemnified Person as a result of any failure by that User to comply in full with these Terms and Conditions.

9.2 The indemnity in this Clause 9 shall apply regardless of whether the liability, damage, loss, cost or expense was foreseeable or known to the relevant User.

9.3 No User shall have any obligation to indemnify Crowdz or any Indemnified Person (as applicable) under this Clause 9 if the liability, damage, loss, cost or expense was suffered or incurred solely and directly as a result of Crowdz’s or the relevant Indemnified Person’s (as applicable) gross negligence or willful default.

10 Exclusion of liability

10.1 Each User acknowledges and agrees that Crowdz does not make or give (and is not deemed to make or give) any representation, warranty, assurance, guarantee or undertaking in relation to:

(a) the suitability of the Platform for use by the User and its satisfaction of any requirements the User may have;

(b) the use of the Platform by any other person;

(c) the compliance and performance by any other person with, and of, any of their obligations arising under or in connection with the use of the Platform and/or any Application or transaction contemplated by the Platform Agreements;

(d) the use by any person of any Confidential Information (subject to, in respect of Crowdz only, Clause 12 (Confidentiality));

(e) whether any information provided or made available by any person in relation to the Platform or any Application or transaction contemplated by the Platform Agreements is accurate, genuine, complete and does not omit any information that would affect the nature of the information provided or made available;

(f) whether any action taken by any person in relation to the Platform or Application or any transaction contemplated by the Platform Agreements has been duly authorised and is within the capacity and power of that person; or

(g) the legal, valid, binding and enforceable nature of these Terms and Conditions, any Purchaser Agreement, any Seller Agreement or any other document relating to the Platform or Application or any transaction contemplated by the Platform Agreements.

10.2 Crowdz shall have no liability to any User or any other person for any liability, damage, loss, cost or expense suffered or incurred by a User or any such person arising out of or connected with any:

(a) unavailability of the Platform or any functionality of the Platform;

(b) errors, interruptions or delays in any systems, operations, communications, services or any other matter relating to or provided by the Platform;

(c) bugs, viruses, trojans or any other malicious or harmful components on the Platform;

(d) restriction on that User’s access to, or use of, the Platform;

(e) failure by the Platform to meet that User’s needs or expectations;

(f) breach by any User of any provision of these Terms and Conditions or any other Platform Agreement; or

(g) matters outside of Crowdz’s control (including any Force Majeure Event).

10.3 The exclusion of liability in this Clause 10 will not apply:

(a) to any liability, damage, loss, cost or expense suffered or incurred by a User solely and directly as a result of Crowdz’s fraud, gross negligence, or willful default; or

(b) to any liability, damage, loss, cost or expense that Crowdz is not entitled to exclude by any Applicable Law relevant to Crowdz.

10.4 Each User agrees that:

(a) Crowdz shall in any event have no liability for:

(i) any indirect or consequential loss; or

(ii) any loss of profit, loss of reputation or loss of goodwill,

regardless of whether such loss was foreseeable or notified to Crowdz; and

(b) Crowdz’s aggregate liability to a User (whether in contract, tort or otherwise) will not exceed USD 5,000.

11 Communications

11.1 A Any communication to be made under or in connection with these Terms and Conditions between the Parties shall be made in writing and, unless otherwise stated, may be made by email or, if available, via the Platform’s messaging system.

11.1 B Any communication to be made under or in connection with these Terms and Conditions between Platform Users shall be made in writing and, unless otherwise stated, must be made via the Platform’s communication system. Any communication or document made or delivered via the Platform’s messaging system will only be effective when actually received (or made available) in readable form.

11.2 Any communication or document made or delivered by the User under or in connection with these Terms and Conditions will only be effective:

(a) if by way of email, when actually received (or made available) in readable form; or

(b) if by way of the Platform’s messaging system, when actually received (or made available) in readable form,

and, if a particular department or officer is specified as part of its address details provided in accordance with this Clause 11, if addressed to that department or officer.

11.3 Any communication or document to be made or delivered to Crowdz will be effective only when actually received by Crowdz and then only if it is expressly marked for the attention of the department or officer specified by Crowdz in accordance with this Clause 11.

11.4 Any communication or document which becomes effective, in accordance with Clause 11.2 above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

11.5 Any communication to be made between Users shall be made in writing and, unless otherwise stated, must be made via the Platform’s communication system. Any communication or document made or delivered via the Platform’s messaging system will only be effective when actually received (or made available) in readable form.

11.6 Crowdz and any other recipient shall be entitled to rely on any communication sent (or purported to be sent) by the User, irrespective of any fraud or error contained in that communication or as to the identity of the sender. Crowdz and any other recipient shall not be liable for any action taken or omitted in reliance of any communication reasonably believed to be made by the User.

12 Confidentiality

12.1 Crowdz and each User agree to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clauses 12.2 and 12.3, and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

12.2 Crowdz or a User may disclose Confidential Information:

(a) to any of its affiliates and any of its or their officers, directors, employees, professional advisers, insurers, auditors and partners;

(b) to any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation; or

(c) to any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes,

provided that:

(i) any person to whom Confidential Information is disclosed in accordance with this Clause 12.2 is informed in writing of its confidential nature and that person agrees to treat such information as confidential on terms at least equivalent to this Clause 12 or is otherwise is subject to professional obligations to maintain the confidentiality of the Confidential Information (provided that there shall be no requirement to so inform in relation to paragraphs (b) and (c) above if, in the opinion of the disclosing person, it is not practicable so to do in the circumstances); and

(ii) any Confidential Disclosure is disclosed only to the extent that such person needs to know that Confidential Information in connection with this Platform and the transactions contemplated by the Platform Agreements (in relation to paragraph (a)) or to the extent required (in relation to paragraphs (b) and (c).

12.3 Crowdz may additionally disclose Confidential Information to any person:

(a) who provides or may provide any goods or services to Crowdz in connection with the Platform or Application or any transactions contemplated by the Platform Agreements; or

(b) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or Platform Agreement and to any of that person’s affiliates and professional advisers,

provided that:

(i) any person to whom Confidential Information is disclosed in accordance with this Clause 12.3 is informed in writing of its confidential nature and that person agrees to treat such information as confidential on terms at least equivalent to this Clause 12 or is otherwise is subject to professional obligations to maintain the confidentiality of the Confidential Information; and

(ii) any Confidential Disclosure is disclosed only to the extent that such person needs to know that Confidential Information in connection with this Platform and the transactions contemplated by the Platform Agreements.

13 Data protection

Crowdz and each User must comply with all applicable data protection and privacy laws (including, where applicable, the General Data Protection Regulation (EU 2016/679), the Data Protection Act 2018 (UK), and US state and federal regulations) in relation to the access and use of the Platform and the performance of any transactions contemplated by these Terms and Conditions.

14 Crowdz

14.1 Agora Intelligence, Inc., dba Crowdz is incorporated in California, with its headquarters located at 51 E. Campbell Avenue, Suite 125, Campbell, California 95008 United States.

14.2 Crowdz is not authorized or regulated by the Financial Conduct Authority or the Prudential Regulation Authority (UK) and is not a regulated financial service (US).

14.3 Except as expressly stated in any Platform Agreement, the acceptance of these Terms and Conditions, the entry into and performance of any Platform Agreement and the access and use of the Platform does not and is not intended to create or constitute or otherwise give rise to any agency, trust or fiduciary relationship between Crowdz and a User and Crowdz shall have no obligations to any User other than as set out in a Platform Agreement.

15 Amendments and waivers

15.1 Crowdz reserves the right to amend these Terms and Conditions (or any Amended Terms and Conditions) at any time and from time to time subject to providing 5 Business Days’ prior written notice (an Amendment Notice) to each User of the amended terms and conditions (the Amended Terms and Conditions) in accordance with Clause 11 (Communications).

15.2 The Amended Terms and Conditions shall be effective immediately on the expiry of the relevant notice period specified in Clause 15.1, which period shall start on and include the first Business Day after the date of the relevant Amendment Notice. Following any amendment of these Terms and Conditions or of any Amended Terms and Conditions pursuant to Clause 15.1, any reference in these Terms and Conditions to “these Terms and Conditions” shall be construed as a reference to the relevant Amended Terms and Conditions.

15.3 The Terms and Conditions applicable at any given time are available on the Platform or on request and at https://crowdz.io/legal.php and Users are advised to review the current Terms and Conditions on a regular basis.

16 Partial invalidity

If, at any time, any provision of these Terms and Conditions is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

17 Remedies and waivers

No failure to exercise, nor any delay in exercising, by Crowdz of any right or remedy under these Terms and Conditions shall operate as a waiver of any such right or remedy or constitute an election to affirm these Terms and Conditions. No election to affirm these Terms and Conditions by Crowdz shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in these Terms and Conditions are cumulative and not exclusive of any rights or remedies provided by law.

18 Third Party Rights

No person other than Crowdz or a User has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any provision of these Terms and Conditions.

19 Governing law and jurisdiction

19.1 These Terms and Conditions and any non-contractual obligations arising out of or in connection with them are governed by English law in the United Kingdom and Californian law for Users originating in the United States.

19.2 Crowdz and Users not originating in the United States agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute with those Users arising out of or in connection with these Terms and Conditions (including a dispute relating to any non-contractual obligation arising out of or in connection with these Terms and Conditions). Crowdz and Users originating in the United States agree that the courts of California, County of Santa Clara, shall have jurisdiction over the parties in any action at law relating to the subject matter or the interpretation of these Terms and Conditions.

19.3 Crowdz and User, where originating outside of the United States, agree that the courts of England are the most appropriate and convenient courts to settle disputes and accordingly will not argue to the contrary. Crowdz and Users originating within the United States agree that the courts of California, County of Santa Clara, are the most appropriate and convenient courts to settle disputes and will not argue to the contrary.

19.4 Without prejudice to any other mode of service allowed under any relevant law, the User, if originating outside of the United States (unless the User is incorporated in England and Wales):

(a) agrees to appoint within five (5) Business Days of the execution of these Terms and Conditions an agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and

(b) agrees that failure by a process agent to notify the User of the process will not invalidate the proceedings concerned.

Schedule 1 Definitions and interpretation

Part 1 Definitions

1.1 In these Terms and Conditions:

Amendment Notice has the meaning given to it in Clause 15.1.

Amended Terms and Conditions has the meaning given to it in Clause 15.1.

Applicable Law means, in respect of any person, any law, regulation, directive, decree, ordinance or any similar instrument or measure (including any Sanctions) that such person is required to comply with.

Authorized Person means any individual who is authorized to act on behalf of a User in connection with the Platform, including to accept these Terms and Conditions on behalf of that User.

Business Day means any day (other than a Saturday or Sunday) on which banks are open for general business in London.

Confidential Information means all information relating to Crowdz or any User in whatever form (including any information given orally), including any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(a) is or becomes public information other than as a direct or indirect result of any breach by Crowdz or a User of Clause 12 (Confidentiality and data protection);

(b) is identified in writing at the time of delivery as non-confidential by the person delivering that information; or

(c) is known by the recipient before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by the recipient after that date from a person other than the person who delivered that information and who is, as far as that recipient is aware, unconnected with the person who delivered that information and which, in either case, as far as the recipient is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

Dollars or USD means the lawful currency of the United States of America.

Force Majeure Event means any act of God or public enemy, hostilities, war (declared or undeclared), guerrilla activities, terrorist activities, act of sabotage, blockade, earthquake, flood, land slide, avalanche, tremor, ground movement, hurricane, storm, explosion, fire, labour disturbance, riot, insurrection, strike, civil commotion, epidemic, pandemic, act of government or its agencies or officers, power interruption, interference with transmissions or transmission failure or third-party communications network failures.
GAAP means, in respect of any User, generally accepted accounting principles in the jurisdiction of incorporation of that User.

Indemnified Person means each of Crowdz’s:

(a) affiliates, directors, officers, employees or agents; and

(b) affiliates’ directors, officers, employees and agents.

Insolvency Proceedings means, in relation to any person, the commencement of any corporate action, legal proceedings or other procedure or step:

(a) the suspension of payments by it or a moratorium on any of its indebtedness, its winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise but not including on a solvent basis);

(b) a composition, compromise, assignment or arrangement with any of its creditors;

(c) the appointment of a trustee, liquidator, receiver, administrator, administrative receiver, compulsory or interim manager or other similar officer in respect of it or any of its assets (other than in connection with a solvent reorganization); or

(d) the enforcement of any security or encumbrance over any of its assets,

any analogous procedure or step in any applicable jurisdiction.

Insolvent means, in respect of any person, any of the following:

(a) it is unable, or admits or has admitted its inability, to pay its debts as they become due;

(b) it has suspended or threatened to suspend making payments on any of its debts;

(c) there are undischarged Insolvency Proceedings against it;

(d) the value of its assets is less than its liabilities (taking into account contingent and prospective liabilities), in each case as calculated in accordance with GAAP;

(e) a moratorium has been declared in respect of any of its indebtedness; or

(f) an enforcement of a non-appealable court judgment has not resulted in the full satisfaction of the due debt.

Intellectual Property Rights means any rights, title, benefit and interest in and to patents, utility models, rights to inventions, copyright and neighboring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Platform has the meaning given to it in Clause 1.1.

Platform Agreement means, in respect of any User:

(a) these Terms and Conditions;

(b) any Seller Agreement or Purchaser Agreement; and

(c) any other agreement designated as a Platform Agreement by that User and Crowdz.

Purchaser Agreement means, in respect of a User, the purchaser agreement entered into between that User and Crowdz.

Registered User means any User that Crowdz has confirmed as being registered in accordance with Clause 4 (Confirmation of Registration).

Registration Information means, at any given time, the information requested on the Platform login page when a User wishes to access the Platform for the first time.

Sanctions means any economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by any Sanctions Authority.

Sanctions Authority means, in respect of any User:

(a) the United States government;

(b) the United Nations;

(c) the European Union;

(d) the United Kingdom; or

(e) the jurisdiction of incorporation of that User,

including the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the United States Department of State and Her Majesty’s Treasury (HMT).

Sanctions List means any of the lists of specifically designated nationals or designated persons or entities (or equivalent) held, maintained or administered by any Sanctions

Authority, including:

(a) the Consolidated United Nations Security Council Sanctions List;

(b) the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC;

(c) the consolidated list of persons, groups or entities subject to European Union sanctions administered by the European External Action Service; and

(d) the Consolidated List of Financial Sanctions Target and Investment Ban List maintained by HMT,

each as amended, supplemented or substituted from time to time.

Seller Agreement means, in respect of a User, the seller agreement entered into between that User and Crowdz.

User means a company using the Platform for any of its functions.

User Material means, in respect of a User, any and all information, documentation or material provided by or on behalf of that User to Crowdz or any other User in connection with the Platform and the transactions contemplates by the Platform Agreements.

Part 2 Interpretation

1.1 Unless a contrary indication appears, a reference in these Terms and Conditions to:

(a) Crowdz or any User shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under these Terms and Conditions or any Platform Agreement;

(b) these Terms and Conditions, a Platform Agreement or any other agreement or instrument is a reference to these Terms and Conditions, that Platform Agreement or other agreement or instrument as amended, novated, supplemented, extended or restated;

(c) a person includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

(d) a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(e) a provision of law is a reference to that provision as amended or re-enacted;

(f) the words include(s), including and in particular shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding words; and

(g) the words other and otherwise shall not be construed ejusdem generis with any preceding words where a wider construction is possible.

1.2 Any reference in these Terms and Conditions to a Clause or Schedule is a reference to a clause of, or schedule to, these Terms and Conditions. Clause and Schedule headings are for ease of reference only.

UPDATED ON June 19, 2020

Sellers

This agreement is made between
(1) The seller and
(2) Agora Intelligence, Inc., dba Crowdz a California corporation incorporated in the United States of America with registered number C3673129 whose registered office is at 51 E. Campbell Avenue, Suite 125, Campbell, California 95008, United States (Crowdz),
(together the Parties).
Whereas
(A) Crowdz owns and operates an electronic platform for the sale and purchase of Receivables (the Platform).
(B) The Seller wishes to use the Platform to process Invoices issued by the Seller in connection with Commercial Agreements and to sell Receivables to Eligible Platform Purchasers from time to time.
It is agreed as follows

1 Definitions and interpretation

1.1 In this Agreement, the following definitions apply:
Acceptance Cut-Off Date means, in respect of an Auction, 5:30 PM (in the time zone in which the Seller is incorporated) on the date falling two (2) Business Days from and excluding the relevant Auction End Date.
Accepted Bid means, in respect of an Offered Receivable, the Bid that the Seller accepts as the winning Bid for the purchase of that Offered Receivable in accordance with the terms of this Agreement.
Actual Value means, in respect of an Offered Receivable, its Face Value less the amount of any credit note, rebate or any other form of discount or reduction agreed or applied by the Seller to that Offered Receivable prior to the start of the relevant Auction.
Applicable Law means, in respect of any person, any law, regulation, directive, decree, ordinance or any similar instrument or measure (including any Sanctions) that such person is required to comply with.
Auction means an auction for the sale and purchase of a Receivable conducted via the Platform.
Auction End Date means, in respect of an Auction, the latest time and date specified by the Seller by which a Bid can be made in that Auction.
Bid means a bid made by an Eligible Platform Purchaser via the Platform to purchase an Offered Receivable.
Business Day means any day (other than a Saturday or Sunday) on which banks are open for general business in London and, in relation to any
(a) Auction, the jurisdiction of incorporation of the Seller; and:
(b) date for payment or purchase of:
(i) a currency other than euro, the principal financial centre of the country of that currency; or
(ii) euro, any TARGET Day.
Collection Account means, for an Offered Receivable or a Sold Receivable, the account of the Seller to be used for receipt of payment by the relevant Payer.
Collection Agency Termination Event means a Notification Event or a Repurchase Event.
Commercial Agreement means a written agreement between the Seller and a Payer pursuant to which the Payer is obliged to pay for the sale of goods or provision of services by the Seller.
Confidential Information means all information relating to Crowdz, any Purchaser, the Seller or any Payer in whatever form (including any information given orally), including any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:
(a) is or becomes public information other than as a direct or indirect result of any breach by Crowdz, a Purchaser, the Seller or a Payer of Clause 23 (Confidentiality);
(b) is identified in writing at the time of delivery as non-confidential by the person delivering that information; or
(c) is known by the recipient before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by the recipient after that date from a person other than the person who delivered that information and who is, as far as that recipient is aware, unconnected with the person who delivered that information and which, in either case, as far as the recipient is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.
Dilution Event means, in relation to a Sold Receivable, any event that reduces the amount payable by the relevant Payer in respect of that Sold Receivable by reference to the Actual Value of that Sold Receivable.
Dispute means any dispute, claim or alleged defence arising out of or in connection with a Receivable.
Dollars or USD means the lawful currency of the United States of America.
Eligible Invoice means an Invoice:
(a) that has been uploaded to the Platform by the Seller;
(b) that has not been paid (whether in part or in full) by or on behalf of the relevant Payer; and
(c) whose Invoice Due Date has not occurred.
Eligible Platform Purchaser means, in respect of an Auction, a Platform Purchaser that the Seller has designated as entitled to make Bids in that Auction.
EUR or euro denotes the single currency of any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.
Face Value means, in respect of an Offered Receivable, the total amount (including any tax) payable by the relevant Payer in respect of that Offered Receivable as set out in the Invoice for that Offered Receivable.
Fee Change Date has the meaning given to it in Clause 13.3.
Force Majeure Event means any act of God or public enemy, hostilities, war (declared or undeclared), guerrilla activities, terrorist activities, act of sabotage, blockade, earthquake, flood, land slide, avalanche, tremor, ground movement, hurricane, storm, explosion, fire, labour disturbance, riot, insurrection, strike, civil commotion, epidemic, pandemic, act of government or its agencies or officers, power interruption, interference with transmissions or transmission failure or third party communications network failures.
GAAP means generally accepted accounting principles in the jurisdiction of incorporation of the Seller.
Indemnified Person means each of Crowdz’s:
(a) affiliates, directors, officers, employees or agents; and
(b) affiliates’ directors, officers, employees and agents.
Insolvency Proceedings means, in relation to any person, the commencement of any corporate action, legal proceedings or other procedure or step:
(a) the suspension of payments by it or a moratorium on any of its indebtedness, its winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise but not including on a solvent basis);
(b) a composition, compromise, assignment or arrangement with any of its creditors;
(c) the appointment of a trustee, liquidator, receiver, administrator, administrative receiver, compulsory or interim manager or other similar officer in respect of it or any of its assets (other than in connection with a solvent reorganisation); or
(d) the enforcement of any security or encumbrance over any of its assets,
or any analogous procedure or step in any applicable jurisdiction.
Insolvent means, in respect of any person, any of the following:
(a) it is unable, or admits or has admitted its inability, to pay its debts as they become due;
(b) it has suspended or threatened to suspend making payments on any of its debts;
(c) there are undischarged Insolvency Proceedings against it;
(d) the value of its assets is less than its liabilities (taking into account contingent and prospective liabilities), in each case as calculated in accordance with GAAP;
(e) a moratorium has been declared in respect of any of its indebtedness; or
(f) an enforcement of a non-appealable court judgment has not resulted in the full satisfaction of the due debt.
Invoice means, in respect of a Receivable, the invoice that evidences that Receivable.
Invoice Due Date means, for any Offered Receivable, the date by which the relevant Payer must pay that Offered Receivable as specified in the Invoice for that Offered Receivable.
Minimum Bid Amount means the minimum price at which the Seller is willing to sell an Offered Receivable.
Notice of Assignment means, in respect of a Sold Receivable, a notice of assignment stating that the Sold Receivable has been assigned to the relevant Eligible Platform Purchaser.
Notification Event means, in respect of a Sold Receivable, any of the following events or circumstances:
(a) non-compliance by the Seller with any term of this Agreement or the Terms and Conditions;
(b) the Seller or the Payer being or becoming Insolvent; or
(c) the relevant Payer failing to pay that Sold Receivable in full on or before its Invoice Due Date.
Not-for-Sale Invoice has the meaning given to it in Clause 3.1.
Offered Receivable means a Receivable that the Seller has offered for sale in an Auction.
Payer means, in respect of a Receivable, the person that has a payment obligation in respect of that Receivable.
Platform has the meaning given to it in Recital (A).
Platform Purchaser means any Purchaser that is designated as a “Platform Purchaser” by Crowdz.
Purchase Date has the meaning given to it in Clause 10.1.
Purchase Price means, for any Offered Receivable, the purchase price for that Offered Receivable as stated in the Accepted Bid for that Offered Receivable.
Purchaser means any person that has entered into a Purchaser Agreement with Crowdz.
Purchaser Agreement means, in respect of any Purchaser, the purchaser agreement between Crowdz and that Purchaser.
Receivable means an amount owed by a Payer to the Seller pursuant to the terms of a Commercial Agreement (as evidenced by an invoice).
Receivable Rights means, for an Offered Receivable, all rights, title, benefits and interests of the Seller in that Offered Receivable, whether present or future, actual or contingent, proprietary, contractual or otherwise, including all:
(a) moneys owing to the Seller in respect of principal, interest or otherwise;
(b) rights of the Seller under or arising in connection with its Invoice or any terms of the Commercial Agreement, including rights to demand payment, be indemnified, or claim late payment interest and to enforce the terms governing that Offered Receivable and any related terms governing the Commercial Agreement; and
(c) remedies, including all claims for damages, indemnities or compensation for any breach of any term governing that Offered Receivable or any related term governing the Commercial Agreement.
Repurchase Event means, in respect of any Sold Receivable, any of the following events or circumstances:
(a) any fraud by the Seller in respect of the exercise of its rights or the performance of its obligations in respect of that Sold Receivable (including under the relevant Commercial Agreement);
(b) any breach by the Seller of any applicable Sanctions or any breach by the Seller of any Applicable Law in respect of the exercise of its rights or the performance of its obligations in respect of that Sold Receivable (including under the relevant Commercial Agreement);
(c) any misrepresentation by the Seller of any of the representations given or deemed to be given by the Seller on the relevant Purchase Date in accordance with this Agreement;
(d) any Dispute exists or is raised in respect of that Sold Receivable;
(e) any Dilution Event occurs in respect of that Sold Receivable; or
(f) any breach of the Seller’s obligations in Clause 10.2, Clause 11 or Clause 16 of this Agreement.
Repurchase Price means, for a Sold Receivable, an amount equal to the Purchase Price for that Sold Receivable, less any amounts received by the relevant Eligible Platform Purchaser in respect of that Sold Receivable before the date on which the Repurchase Price is to be paid by the Seller.
Sanctioned Person means a person that is:
(a) listed on a Sanctions List, or directly or indirectly owned, or otherwise controlled (within the meaning and scope of the relevant Sanctions), by any one or more persons listed on a Sanctions List;
(b) located or resident in, or incorporated or organised under the laws of, any country or territory that is subject to country-wide or territory-wide Sanctions; or
(c) otherwise a subject of Sanctions.
Sanctions means any economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by any Sanctions Authority.
Sanctions Authority means:
(a) the United States government;
(b) the United Nations;
(c) the European Union;
(d) the United Kingdom; or
(e) the jurisdiction of incorporation of the Seller,
including the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the United States Department of State and Her Majesty’s Treasury (HMT).
Sanctions List means any of the lists of specifically designated nationals or designated persons or entities (or equivalent) held, maintained or administered by any Sanctions Authority, including:
(a) the Consolidated United Nations Security Council Sanctions List;
(b) the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC;
(c) the consolidated list of persons, groups or entities subject to European Union sanctions administered by the European External Action Service; and
(d) the Consolidated List of Financial Sanctions Target and Investment Ban List maintained by HMT,
each as amended, supplemented or substituted from time to time.
Sold Receivable means an Offered Receivable that has been purchased by a Platform Purchaser in accordance with the terms of this Agreement and the relevant Purchaser Agreement.
TARGET2 means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.
TARGET Day means any day on which TARGET2 is open for the settlement of payments in euro.
Terms and Conditions means, at any given time, the current terms and conditions of Crowdz governing (among other things) access to the Platform, as agreed (whether actually or deemed) by the Seller.
Unsold Receivable has the meaning given to it in Clause 9.1.
1.2 Unless a contrary indication appears, any reference to:
(a) the Seller, a Purchaser, an Eligible Platform Purchaser, Crowdz or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and obligations (or both) under this Agreement;
(b) Clauses and Schedules are to be construed as references to the clauses of, and schedules to, this Agreement;
(c) including and in particular shall be deemed to be followed by the expression “(but not limited to)”;
(d) liabilities includes any obligation whether incurred as principal or as surety, whether or not in respect of indebtedness, whether present or future, actual or contingent and whether owed jointly or severally or in any other capacity;
(e) this Agreement, a Purchaser Agreement, the Terms and Conditions or any other agreement is a reference to this Agreement, that Purchaser Agreement, the Terms and Conditions or any other agreement as amended, novated, supplemented, extended or restated from time to time;
(f) the words other and otherwise shall not be construed as being limited by the context in which they appear or the words that precede them;
(g) any person includes one or more of that person’s assigns, transferees, successors in title, delegates, sub-delegates and appointees (in the case of a Party, in so far as such assigns, transferees, successors in title, delegates, sub-delegates and appointees are permitted) and any individual, firm, company, corporation, joint venture, body corporate, unincorporated body of persons, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality);
(h) the relevant Eligible Platform Purchaser means, in respect of a Bid or a Sold Receivable, the Eligible Platform Purchaser that made that Bid or purchased that Sold Receivable (respectively); and
(i) a time of day is a reference to London time.

1.3 Clause headings are for ease of reference only.
1.4 Unless expressly provided to the contrary in this Agreement, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement. The Seller expressly acknowledges and agrees that:
(a) each Eligible Platform Purchaser that has made an Accepted Bid; and
(b) each Indemnified Person,
has the right to enforce or enjoy the benefit of any term of this Agreement.
2 Designation as a Platform Seller
2.1 Crowdz will notify the Seller in writing of any information that it requires the Seller to provide in order for the Seller to be designated as a Platform Seller.
2.2 If Crowdz is willing to designate the Seller as a Platform Seller, it will notify the Seller in writing that it is a Platform Seller and the Seller shall become and be a Platform Seller on and from the date of that notice.
2.3 For so long as the Seller is a Platform Seller, the Seller is authorised to access and use the Platform as a Platform Seller, and in particular to:
(a) upload Invoices on the Platform;
(b) instigate an Auction for the sale of a Receivable;
(c) view Bids made by Eligible Platform Purchasers to purchase Offered Receivables in Auctions; and
(d) sell Offered Receivables to Eligible Platform Purchasers.
3 Uploading of Invoices
3.1 The Seller may, in its sole discretion, upload an Invoice to the Platform.
3.2 The Seller must upload each Invoice in accordance with the requirements of the Platform at the time of uploading.
3.3 The Seller has no obligation to start an Auction in respect of any Receivable evidenced by an Invoice that the Seller has uploaded to the Platform but may do so in its sole discretion.
4 Starting Auctions
4.1 The Seller may from time to time start an Auction for the sale of a Receivable that is evidenced by an Eligible Invoice.
4.2 The Seller has no obligation to offer any Receivable for sale and the Seller is entitled, in its sole discretion, to restrict which Platform Purchasers are entitled to make bids in an Auction. If the Seller wants to restrict which Platform Purchasers are entitled to make a bid in an Auction started by the Seller, the Seller will indicate such restrictions when starting the Auction.
4.3 The Seller may only offer one Receivable for sale per Auction.
4.4 When starting an Auction, the Seller shall provide the following information regarding the relevant Offered Receivable:
(a) its Face Value;
(b) its Actual Value;
(c) its governing law;
(d) its Invoice Due Date;
(e) its currency;
(f) the name, address and jurisdiction of incorporation of the relevant Payer;
(g) its Auction End Date;
(h) the Minimum Bid, if any; and
(i) any other information required by Crowdz, whether via the Platform or otherwise, from time to time.
4.5 Any Auction End Date specified by the Seller must be no later than twenty (20) Business Days before the Invoice Due Date for that Receivable.
4.6 The Seller shall also provide its account details for payment of the Purchase Price for the Offered Receivable at the time it starts the relevant Auction.
4.7 The Seller may, in its sole discretion, elect to set a Minimum Bid Amount for the Offered Receivable in an Auction but is not obligated to do so. Any Minimum Bid Amount is for information purposes only and does not affect the Seller’s right to accept or reject any Bid in its sole discretion.
4.8 The Purchaser Agreement for any Eligible Platform Purchaser will be made available for review by the Seller at any time that such Eligible Platform Purchaser has made a Bid on an Offered Receivable. The relevant Purchaser Agreement will be available either on the Platform or by written request to Crowdz.
4.9 The Seller agrees that it will not offer any Receivable for purchase if:
(a) offering that Receivable for purchase would result in the Seller being in violation of any Applicable Law; or
(b) the Seller is in breach of any term of this Agreement or the Terms and Conditions.
4.10 The Seller makes each of the representations set out in Clause 15 (Representations and Warranties) on each date that it starts an Auction.
5 Smart Score
5.1 Crowdz may from time to time make a score (a Smart Score) available in respect of an Offered Receivable.
5.2 Any Smart Score made available by Crowdz in respect of an Offered Receivable will be based on publicly available data and on data gained from transactions conducted on the Platform, each in respect of the relevant Payer.
5.3 Crowdz does not undertake to provide a Smart Score for all Offered Receivables and Crowdz does not make or offer any representation, warranty, guarantee or assurance as to the accuracy or reliability of any Smart Score. Any Smart Score made available is for information purposes only and should be used by the Seller as it sees fit on a non-reliance basis and at the Seller’s own risk.
6 Bidding
6.1 An Eligible Platform Purchaser may, in its sole discretion, submit a Bid for any Offered Receivable. Any Bid made by an Eligible Platform Purchaser will constitute an irrevocable offer to purchase the relevant Offered Receivable until:
(a) that Eligible Platform Purchaser makes a higher Bid in respect of that Offered Receivable; or
(b) the relevant Auction is terminated in accordance with Clause 7 (Termination of Auctions).
6.2 The Seller will be able to see all Bids made by Eligible Platform Purchasers and the identity of each Eligible Platform Purchaser that has made a Bid in an Auction.
6.3 If an Eligible Platform Purchaser wants to make a Bid in an Auction, that Eligible Platform Purchaser must:
(a) make that Bid before the relevant Auction End Date; and
(b) include the following information in that Bid:
(i) the proposed Purchase Price for the Offered Receivable;
(i) its account details for receipt of any payments to be made by the Seller if the relevant Offered Receivable is sold to that Eligible Platform Purchaser; and
(ii) any other information required by Crowdz, whether via the Platform or otherwise, when making the Bid.
6.4 Any Bid made after the relevant Auction End Date will not be a valid Bid and shall not count for the purposes of that Auction.
7 Termination of Auctions
7.1 Subject to Clause 7.2, an Auction will terminate on the earlier to occur of:
(a) the date that the Seller notifies Crowdz in writing that the Auction has terminated;
(b) the acceptance by the Seller of a Bid in that Auction;
(c) the relevant Acceptance Cut-Off Date; and
(d) the termination of that Auction in accordance with Clause 18.3.
7.2 Crowdz reserves the right to terminate any Auction at any time. If Crowdz terminates an Auction, it will notify the Seller and the relevant Eligible Platform Purchaser(s) of that termination. If Crowdz terminates an Auction in accordance with this Clause 7.2, all Bids made in respect of that Auction will be revoked as of the time that Crowdz terminates that Auction.
8 Acceptance of Bids
8.1 The Seller can only accept one Bid for an Offered Receivable. The Seller may only accept a Bid that is made before the relevant Auction End Date.
8.2 The Seller is not obliged to accept any Bid and may accept a Bid in its sole discretion. The Seller may accept a Bid that is not the highest Bid in that Auction.
8.3 If the Seller wants to accept a Bid, it must accept that Bid on the Platform on or before the relevant Acceptance Cut-Off Date (and, for the avoidance of doubt, the Seller shall be entitled to accept a Bid before the Auction End Date). On acceptance of a Bid, the Platform will generate a notification to the relevant Eligible Platform Purchaser informing it that its Bid is the Accepted Bid.
8.4 An Eligible Platform Purchaser must pay the relevant Purchase Price set out in any Bid it has made that is an Accepted Bid in accordance with the terms of the Purchaser Agreement for that Eligible Platform Purchaser.
9 Rejection of Bids
9.1 If the Seller does not accept a Bid by the relevant Acceptance Cut-Off Date, the relevant Offered Receivable shall not be sold (such Offered Receivable being an Unsold Receivable) and all Bids for that Offered Receivable will be revoked.
9.2 Subject to the terms of this Agreement, the Seller shall have the right to start a new Auction for an Unsold Receivable.
9.3 The Seller acknowledges and agrees that any Receivable evidenced by an Invoice that has been uploaded to the Platform and which has not been sold pursuant to the terms of this Agreement prior to its Invoice Due Date must be settled with the relevant Payer outside of the Platform.
10 Transfer of Title
10.1 Immediately on receipt by the Seller of the Purchase Price for a Sold Receivable (the date of receipt being the Purchase Date), the Seller agrees it automatically assigns and will automatically assign all of its rights, title, benefits and interests in and to that Sold Receivable and the relevant Receivable Rights to the relevant Eligible Platform Purchaser, without the need for any further action to be taken by any person.
10.2 If any assignment under Clause 10.1 is not effective for any reason, the Seller will hold all its rights, title, benefits and interests in and to the relevant Sold Receivable and the relevant Receivable Rights on trust for the relevant Eligible Platform Purchaser.
10.3 Subject to Clause 10.4, each sale of an Offered Receivable will be on an undisclosed basis and neither the Seller nor the relevant Eligible Platform Purchaser will have the right or be obliged to deliver a Notice of Assignment for a Sold Receivable to the relevant Payer.
10.4 Following the occurrence of a Notification Event in respect of a Sold Receivable:
(a) the relevant Eligible Platform Purchaser has the right to deliver or instruct the Seller to deliver a Notice of Assignment to the relevant Payer in respect of that Sold Receivable; and
(b) the Seller must (at its own cost and expense) at the request of the relevant Eligible Platform Purchaser, provide all reasonable information in respect of the Sold Receivable to that Eligible Platform Purchaser.
10.5 Except as set out in Clause 10.4, the relevant Eligible Platform Purchaser is solely responsible for carrying out or satisfying any perfection steps or other formalities in connection with the assignment and transfer of title of any Sold Receivable and its enforceability against any person.
10.6 The Seller acknowledges and agrees that each sale of an Offered Receivable to an Eligible Platform Purchaser is intended to be a true sale and that no Eligible Platform Purchaser shall have any recourse to the Seller except as set in this Agreement.
11 Collection Agent
11.1 The Seller shall act as collection agent and trustee for the relevant Eligible Platform Purchaser in the administration, collection and receipt of each Sold Receivable and in that capacity the Seller undertakes:
(a) to ensure that the time, attention and levels of skill, care and diligence it devotes to the administration, collection and receipt of each Sold Receivable are at least the same as those it devotes to the administration, collection and receipt of receivables that the Seller holds for its own account;
(b) at its own expense, to use its reasonable endeavours to procure payment by the relevant Payer directly into the Collection Account (for instance, by instructing the relevant Payer to pay all Sold Receivables directly into the Collection Account) and on receipt to hold such moneys on trust for the relevant Eligible Platform Purchaser pending transfer to that Eligible Platform Purchaser;
(c) to promptly (and in any event within two (2) Business Days from receipt) pay any amount received by the Seller from a Payer in relation to a Sold Receivable to the relevant Eligible Platform Purchaser to the account stated by that Eligible Platform Purchaser in the relevant Accepted Bid in the currency of receipt; and
(d) to promptly notify the relevant Eligible Platform Purchaser if all or any part of a Sold Receivable is not paid in full by its Invoice Due Date.
11.2 Following the occurrence of a Collection Agency Termination Event in respect of a Sold Receivable, the relevant Eligible Platform Purchaser may terminate the appointment of the Seller as its collection agent for that Sold Receivable by giving written notice of such termination to the Seller. If the relevant Eligible Platform Purchase terminates the collection agency, the Seller undertakes, on and from termination of the collection agency:
(a) not to interfere with the administration or collection of the relevant Sold Receivable nor attempt to receive, nor itself collect from the relevant Payer, that Sold Receivable;
(b) if required, to confirm to the relevant Payer that the Sold Receivable has been sold to, and is payable to, the relevant Eligible Platform Purchaser; and
(c) that if it receives any amount relating to that Sold Receivable, it will promptly (and in any event within two (2) Business Days from receipt) pay that amount to the relevant Eligible Platform Purchaser to the account stated by that Eligible Platform Purchaser in the relevant Accepted Bid in the currency of receipt and it will hold that amount on trust for the relevant Eligible Platform Purchaser until such time as it is transferred to that Eligible Platform Purchaser.
12 Repurchase Events
12.1 If a Repurchase Event occurs in respect of a Sold Receivable, the relevant Eligible Platform Purchaser may require the Seller to repurchase any Sold Receivable that the Seller has sold to that Eligible Platform Purchaser by delivering to the Seller a written notice demanding repurchase. The Seller shall repurchase that Sold Receivable by paying the Repurchase Price to the account specified by the relevant Eligible Platform Purchaser in the written notice by no later than two Business Days after the date of such notice.
12.2 Immediately on the relevant Eligible Platform Purchaser’s receipt of the Repurchase Price for a Sold Receivable, all of the Eligible Platform Purchaser’s rights, title, benefits and interests in and to such Sold Receivable and the related Receivable Rights shall be automatically re-assigned to the Seller without the need for any further action to be taken by any person. At the time of any reassignment of a Sold Receivable to the Seller, the relevant Eligible Platform Purchaser shall be deemed to represent and warrant to the Seller that:
(a) it has not assigned, transferred or otherwise disposed of such Sold Receivable (other than to the Seller); and
(b) it has not encumbered such Sold Receivable.
12.3 The Seller shall not have any recourse to an Eligible Platform Purchaser in relation to the repurchase of any Sold Receivable save for any misrepresentation in respect of the representations set out in Clause 12.2. Promptly on the Seller’s written request, the relevant Eligible Platform Purchaser will notify the relevant Payer that the Sold Receivable has been reassigned to the Seller.
12.4 If an Eligible Platform Purchaser receives any amount relating to a Sold Receivable after it has been re-assigned to the Seller, that Eligible Platform Purchaser shall transfer that amount to the Seller in accordance with the terms of the Purchaser Agreement for that Eligible Platform Purchaser.
13 Fees
13.1 Crowdz has the right to charge fees for use of the Platform.
13.2 Crowdz will provide written notice of any applicable fees, including details of when such fees will arise, the amount of such fees and the times when the fees are payable.
13.3 Crowdz has the right to change any fees and/or the terms relating to any fees at any time by written notice to the Seller. Any changes will apply on and from the date stated in the relevant notice (the Fee Change Date) and will only apply prospectively (and, in particular, will not apply to any Auction started by the Seller prior to the Fee Change Date). By continuing to use the Platform after the Fee Change Date, the Seller will be deemed to have accepted and to be bound by the changes set out in the relevant notice.
13.4 The Seller agrees that it will pay any applicable fees when due by payment to the account notified by Crowdz to the Seller for this purpose from time to time.
14 Payment Mechanics
14.1 Any payment to be made by the Seller in accordance with this Agreement shall be made in freely available funds and without any withholding or deduction for or on account of tax and without (and free and clear of any deduction for) set-off or counterclaim.
14.2 If the Seller is required by any applicable law to make a withholding or deduction from any payment to be made to Crowdz or to any Eligible Platform Purchaser, the amount of the payment due from the Seller shall be increased to an amount which (after making the relevant withholding or deduction) leaves an amount equal to the payment which would have been due if no withholding or deduction had been required.
14.3 If the Seller fails to pay any amount payable by it under or in connection with this Agreement on its due date, interest shall accrue on the overdue amount from (and including) the due date up to the date of actual payment (both before and after judgment) at a rate of two per cent. (2%) per annum. Any interest accruing under this Clause 14 shall be immediately payable by the Seller on demand by Crowdz.
14.4 Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount applicable and will remain immediately due and payable.
14.5 Any interest, commission or fee accruing under this Agreement will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the market practice for the relevant currency of the overdue amount differs, in accordance with that market practice.
15 Representations and Warranties
15.1 The Seller represents and warrants, on the date of this Agreement that:
(a) it is duly incorporated and validly existing under the law of its jurisdiction of incorporation;
(b) it has the power to sue and be sued in its own name, to own its assets and to carry on its business as it is being conducted;
(c) the obligations expressed to be assumed by it in this Agreement constitute its legal, valid, binding and enforceable obligations;
(d) its electronic acceptance of this Agreement is effective as if signed under hand by the Seller and evidences its express intention to be bound by this Agreement;
(e) the entry into and performance by it of, and the transactions contemplated by, this Agreement, do not and will not conflict with:
(i) any Applicable Law;
(ii) its constitutional documents; or
(iii) any agreement or instrument binding upon it or any of its assets;
(f) it has the power and capacity to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Agreement and any transaction contemplated by this Agreement;
(g) all authorisations required or desirable to enable it lawfully to enter into, exercise its rights and comply with its obligations in this Agreement and to make this Agreement admissible in evidence in its jurisdiction of incorporation, have been obtained or effected and are in full force and effect;
(h) the choice of English law as the governing law of this Agreement, and any English court judgment in relation to this Agreement or any arbitral award obtained in relation to this Agreement in the relevant seat of that arbitral tribunal specified in this Agreement will be recognised and enforced in its jurisdiction of incorporation;
(i) it has obtained and complied with all licences, permissions, permits or other authorisations that are required to be obtained by it in order to perform its obligations under this Agreement;
(j) under the law of its jurisdiction of incorporation, it is not necessary that this Agreement be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to this Agreement or the transactions contemplated by this Agreement;
(k) any factual information provided by it for the purposes of this Agreement was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated;
(l) nothing has occurred or been omitted from this Agreement and no information has been given or withheld that results or would result in the information contained in this Agreement being untrue or misleading in any material respect;
(m) it is not Insolvent or subject to any Insolvency Proceedings;
(n) it has complied with, and is not in breach of, any Applicable Laws;
(o) it is not a Sanctioned Person and it has taken all reasonable steps to implement and maintain in effect policies and procedures designed to achieve compliance by it and its directors, officers and employees with all Anti-Corruption Laws and applicable Sanctions, and it and its directors, officers and employees are conducting their business in compliance with all Anti-Corruption Laws and applicable Sanctions;
(p) no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a material adverse effect has or have (to the best of its knowledge and belief) been started or threatened against it; and
(q) no judgment or order of a court, arbitral body or agency which might reasonably be expected to have a material adverse effect has (to the best of its knowledge and belief) been made against it.
15.2 The representations in Clause 15.1 are deemed to be made by the Seller on each:
(a) date that the Seller uploads an Invoice to the Platform;
(b) date that the Seller starts an Auction; and
(c) Purchase Date,
in each case by reference to the facts and circumstances then existing.
15.3 The Seller represents and warrants to each Eligible Platform Purchaser in relation to each Offered Receivable on the date the relevant Auction is started and on its Purchase Date (if it has one), that such Offered Receivable:
(a) constitutes a legal, valid and binding payment obligation of the relevant Payer, enforceable against that Payer in its jurisdiction of incorporation in accordance with its terms (except as such enforceability may be limited by any applicable insolvency, bankruptcy and other mandatory laws and principles of equity and similar laws affecting the rights of creditors generally) and no other step needs to be taken by any person to make that Offered Receivable payable by the relevant Payer;
(b) arises from the full performance by the Seller of its obligations under and in accordance with a Commercial Agreement; that:
(i) is in full force and effect;
(ii) has not been terminated, rescinded or revoked; and
(iii) has not been breached by the Seller or the relevant Payer;
(c) is payable on open account terms;
(d) is evidenced by an Invoice that, among other things, specifies the relevant Invoice Due Date and includes a clear instruction for payment of that Offered Receivable to be made to the Collection Account;
(e) is solely legally and beneficially owned by the Seller (as are the relevant Receivable Rights) and that is not subject to any security or encumbrance or any other rights or interests in favour of any third party;
(f) is freely assignable; and
(g) is not subject to any Dispute or any notification from the relevant Payer (whether oral or in writing) that such Offered Receivable will not or may not be paid in full on its Invoice Due Date.
16 Undertakings
The Seller undertakes:
(a) not to offer to sell any Offered Receivable to any person other than an Eligible Platform Purchaser;
(b) not to create or permit to subsist any security or encumbrance over any of the Seller’s right, title, benefit and interest in and to, any Offered Receivable and not to assign, transfer or otherwise deal with any of its rights in respect of any Offered Receivable other than in favour of the relevant Eligible Platform Purchaser;
(c) to maintain, retain and implement administrative and operating procedures and to retain and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Offered Receivables or Sold Receivables or in order to comply with all Applicable Laws;
(d) not to, and not to purport to, terminate, revoke or vary any term or condition of any Offered Receivable or any Sold Receivable (including the terms and conditions of the relevant Commercial Agreement);
(e) not to take any action which might in any way prejudice or limit an Eligible Platform Purchaser’s rights under or in respect of any Sold Receivable;
(f) to promptly provide the relevant Eligible Platform Purchaser with any information that it reasonably requests in relation to any Sold Receivable or the relevant Payer;
(g) to promptly (and in any event within one Business Day) notify the relevant Eligible Platform Purchaser of becoming aware of the occurrence of any of the following events or circumstances in respect of a Sold Receivable:
(i) a Repurchase Event or a Notification Event;
(ii) the relevant Payer being Insolvent;
(iii) the relevant Payer informing the Seller that all or any part of that Sold Receivable will not be, or is unlikely to be, paid on or before its Invoice Due Date or any event or circumstances occurs which the Seller considers makes it unlikely that a Sold Receivable will be paid in full on or before its Invoice Due Date; or
(iv) any of the Seller’s representations about a Sold Receivable being inaccurate or untrue when made or deemed to be made.
17 Crowdz
17.1 Without prejudice to Crowdz’s obligations under the Terms and Conditions, Crowdz shall:
(a) make available and administer the Platform;
(b) maintain a record of all transactions that occur on the Platform; and
(c) calculate fees owed to it by the Seller in respect of the purchase of any Offered Receivables by the Seller.
17.2 Crowdz shall be entitled to use any of its affiliates in connection with making available the Platform, facilitating any of the transactions contemplated by this Agreement, performing any of its obligations under or in connection with this Agreement. The Seller acknowledges that Crowdz or any of its affiliates may from time to time participate in transactions conducted on the Platform in the capacity of a Platform Purchaser.
17.3 Any affiliate falling within the scope of Clause 17.2, except for any affiliate acting as a Platform Purchaser, shall be entitled to rely on and enforce the terms of this Agreement as if any reference in this Agreement to “Crowdz” is a reference to that affiliate.
17.4 The Seller acknowledges and agrees that neither Crowdz nor any of its affiliates shall have any liability to the Seller or any other person for any actions taken or not taken by any other affiliate in the capacity of a Platform Purchaser.
17.5 Crowdz shall not be deemed to have knowledge of any Repurchase Event or of any breach of the Terms and Conditions or any Purchaser Agreement by any person unless it has received written notice of the occurrence of that Repurchase Event or that breach from the Seller, the relevant Purchaser or the relevant Payer.
18 Termination
18.1 Crowdz may terminate this Agreement at any time for any reason by providing the Purchaser with written notice of such termination. This Agreement shall terminate on the date specified in such notice or, if no termination date is specified, on the date of that notice.
18.2 The Seller may terminate this Agreement by giving written notice to Crowdz of such termination. This Agreement shall terminate on:
(a) the date specified in such notice provided such date is no earlier than the twentieth Business Day from and excluding the date of such notice; or
(b) if no date is specified or such date does not comply with paragraph (a) above, the twentieth Business Day from and excluding the date of such notice.
18.3 On and from the date that a termination notice is delivered in accordance with Clauses 18.1 or 18.2, the Seller will cease to be a Platform Seller and Crowdz shall have the right to limit the Seller’s access and use of the Platform. Any Auctions that have started but for which no Bid has been accepted before the relevant termination date will be terminated with immediate effect on the relevant termination date.
18.4 Notwithstanding the termination of this Agreement pursuant to Clauses 18.1 or 18.2, the provisions of this Agreement will continue in full force and effect with respect to:
(a) any Bid that was accepted prior to the relevant termination date;
(b) any Sold Receivable for which the relevant Eligible Platform Purchaser has not received all amounts owing to it in full; and
(c) any amounts payable by the Seller to Crowdz under or in connection with this Agreement.
19 Assignment and transfers
19.1 Crowdz shall be entitled to assign any of its rights or transfer any of its rights and obligations under this Agreement without the consent of the Seller.
19.2 The Seller may not assign its rights, transfer any of its rights and obligations or otherwise dispose of or encumber any of its rights and/or obligations under this Agreement (including any of its rights and obligations in respect of any Sold Receivable) without Crowdz’s prior written consent.
20 Indemnity
20.1 The Seller shall immediately on demand indemnify Crowdz and each Indemnified Person against any liability, damage, loss (whether direct or indirect and including any loss of profit, loss of reputation or loss of goodwill), cost and expense (including all interest, penalties and legal costs (calculated on a full indemnity basis)) suffered or incurred by Crowdz or that Indemnified Person as a result of any failure by the Seller to comply in full with this Agreement.
20.2 The indemnity in this Clause 20 shall apply regardless of whether the liability, damage, loss, cost or expense was foreseeable or known to the Seller.
20.3 The Seller shall have no obligation to indemnify Crowdz or any Indemnified Person (as applicable) under this Clause 20 if the liability, damage, loss, cost or expense was suffered or incurred solely and directly as a result of Crowdz’s or the relevant Indemnified Person’s (as applicable) gross negligence or wilful default.
21 Exclusion of liability
21.1 The Seller acknowledges and agrees that Crowdz does not make or give (and is not deemed to make or give) any representation, warranty, assurance or undertaking in relation to:
(a) the suitability of the Platform for use by the Seller and its satisfaction of any requirements the Seller may have;
(b) the use of the Platform by any other person;
(c) the compliance and performance by any other person with, and of, any of their obligations arising under or in connection with the use of the Platform and/or the transactions contemplated by this Agreement;
(d) the use by any person of any Confidential Information (subject to, in respect of Crowdz only, the terms of Clause 23 (Confidentiality));
(e) any Receivable or any Invoice;
(f) whether any information provided or made available by any person in relation to the Platform or any transaction contemplated by this Agreement is accurate, genuine, complete and does not omit any information that would affect the nature of the information provided or made available;
(g) whether any action taken by any person in relation to the Platform or any transaction contemplated by this Agreement has been duly authorised and is within the capacity and power of that person; or
(h) the legal, valid, binding and enforceable nature of this Agreement, any Purchaser Agreement, any Invoice, any Commercial Agreement or any other document relating to the Platform or any transaction contemplated by this Agreement.
21.2 Crowdz shall have no liability to the Seller for any liability, damage, loss, cost or expense suffered or incurred by the Seller arising out of or connected with any:
(a) unavailability of the Platform or any functionality of the Platform;
(b) errors, interruptions or delays in any systems, operations, communications, services or any other matter relating to or provided by the Platform;
(c) bugs, viruses, Trojan horses or any other malicious or harmful components on the Platform;
(d) restriction on the Seller access to, or use of, the Platform;
(e) failure by the Platform to meet the Seller’s needs or expectations;
(f) breach by any person of any provision of the Terms and Conditions or any Purchaser Agreement; or
(g) matters outside of Crowdz’s control (including any Force Majeure Event).
21.3 The exclusion of liability in this Clause 20 will not apply:
(a) to any liability, damage, loss, cost or expense suffered or incurred by the Seller solely and directly as a result of Crowdz’s fraud, gross negligence or wilful default; or
(b) to any liability, damage, loss, cost or expense that Crowdz is not entitled to exclude by any Applicable Law relevant to Crowdz.
21.4 The Seller agrees that:
(a) Crowdz shall in any event have no liability for:
(i) any indirect or consequential loss; or
(ii) any loss of profit, loss of reputation or loss of goodwill,
regardless of whether such loss was foreseeable or notified to Crowdz; and
(b) Crowdz’s aggregate liability to the Seller (whether in contract, tort or otherwise) will not exceed USD 5,000.
22 Communications
22.1 Any communication to be made under or in connection with this Agreement between the Parties shall be made in writing and, unless otherwise stated, may be made by letter, by email or, if available, via the Platform’s messaging system.
22.2 Each Party will within five (5) Business Days of this Agreement notify the other Party of its postal address and email address (and the department or officer, if any, for whose attention the communication is to be made) for any communication or document to be made or delivered under or in connection with this Agreement.
22.3 A Party may change its postal address or email address (or the department or officer for whose attention the communication is to be made) by not less than five (5) Business Days’ written notice to the other Party.
22.4 Any communication or document made or delivered by one Party to the other Party under or in connection with this Agreement will only be effective:
(a) if by way of letter, when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;
(b) if by way of email, when actually received (or made available) in readable form; or
(c) if by way of the Platform’s messaging system, when actually received (or made available) in readable form,
and, if a particular department or officer is specified as part of its address details provided in accordance with this Clause 22, if addressed to that department or officer.
22.5 Any communication or document to be made or delivered to Crowdz will be effective only when actually received by Crowdz and then only if it is expressly marked for the attention of the department or officer specified by Crowdz in accordance with this Clause 22.
22.6 Any communication or document which becomes effective, in accordance with Clause 22.4 above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.
22.7 Any communication to be made under or in connection with this Agreement or a Purchaser Agreement between the Seller and an Eligible Platform Purchaser shall be made in writing and, unless otherwise stated, must be made via the Platform’s communication system. Any communication or document made or delivered via the Platform’s messaging system will only be effective when actually received (or made available) in readable form.
22.8 Crowdz and any Eligible Platform Purchaser shall be entitled to rely on any communication sent (or purported to be sent) by the Seller, irrespective of any fraud or error contained in that communication or as to the identity of the sender. Crowdz and any Purchaser shall not be liable for any action taken or omitted in reliance of any communication reasonably believed to be made by the Seller.
23 Confidentiality
23.1 The Parties agree to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clauses 23.2 and 23.3, and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.
23.2 Each Party may disclose Confidential Information:
(a) to any of its affiliates and any of its or their officers, directors, employees, professional advisers, insurers, auditors and partners;
(b) to any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any Applicable Law; or
(c) to any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes,
provided that:
(i) any person to whom Confidential Information is disclosed in accordance with this Clause 23.2 is informed in writing of its confidential nature and that person agrees to treat such information as confidential on terms at least equivalent to this Clause 23.2 or is otherwise is subject to professional obligations to maintain the confidentiality of the Confidential Information (provided that there shall be no requirement to so inform in relation to paragraphs (b) and (c) above if, in the opinion of the disclosing person, it is not practicable so to do in the circumstances); and
(ii) any Confidential Disclosure is disclosed only to the extent that such person needs to know that Confidential Information in connection with this Platform and this Agreement (in relation to paragraph (a)) or to the extent required (in relation to paragraphs (b) and (c)).
23.3 Crowdz may additionally disclose Confidential Information to any person:
(a) who provides or may provide any goods or services to Crowdz in connection with the Platform or any transactions contemplated by this Agreement; or
(b) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under this Agreement and to any of that person’s affiliates and professional advisers,
provided that:
(i) any person to whom Confidential Information is disclosed in accordance with this Clause 23.3 is informed in writing of its confidential nature and that person agrees to treat such information as confidential on terms at least equivalent to this Clause 23.3 or is otherwise is subject to professional obligations to maintain the confidentiality of the Confidential Information; and
(ii) any Confidential Disclosure is disclosed only to the extent that such person needs to know that Confidential Information in connection with this Platform and the transactions contemplated by this Agreement.
24 Data protection
The Parties must comply with all applicable data protection and privacy laws (including, where applicable, the General Data Protection Regulation (EU) 2016/679) and the Data Protection Act 2018) in relation to the access and use of the Platform and the performance of any transactions contemplated by this Agreement.
25 Counterparts
This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
26 Amendments and waivers
Save where expressly stated in this Agreement, no provision of this Agreement may be amended or waived other than in writing signed by Crowdz and the Seller.
27 Entire Agreement
This Agreement and the Terms and Conditions sets out the entire agreement between the Parties and supersedes any previous agreement, whether express or implied, about the relationship between the Parties. If there is any inconsistency between the terms of this Agreement and the Terms and Conditions, the Terms and Conditions shall prevail.
28 Partial invalidity
If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
29 Remedies and waivers
No failure to exercise, nor any delay in exercising, by Crowdz of any right or remedy under this Agreement shall operate as a waiver of any such right or remedy or constitute an election to affirm this Agreement. No election to affirm this Agreement by Crowdz shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
30 Governing law and jurisdiction
30.1 This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
30.2 Crowdz and the Seller agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to any non-contractual obligation arising out of or in connection with this Agreement).
30.3 Crowdz and the Seller agree that the courts of England are the most appropriate and convenient courts to settle disputes and accordingly will not argue to the contrary.
30.4 Without prejudice to any other mode of service allowed under any relevant law, the Seller (unless the Seller is incorporated in England and Wales):
(a) undertakes to appoint within five (5) Business Days of the date of this Agreement an agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and
(b) agrees that failure by a process agent to notify the Seller of the process will not invalidate the proceedings concerned.
Each Party agrees to sign this Agreement by electronic signature (whatever form the electronic signature takes) and that this method of signature is as conclusive of that Party’s intention to be bound by this Agreement as if signed by each Party’s manuscript signature and the Seller’s electronic acceptance of this Agreement is effective as if signed under hand by the Seller and evidences its express intention to be bound by this Agreement.

UPDATED ON June 19, 2022

Funders (Purchasers)

Purchaser Agreement
This agreement is between:
(1)  The funder (purchaser)
(2) Agora Intelligence, Inc., dba Crowdz a California corporation incorporated in the United States of America with registered number C3673129 whose registered office is at 51 E. Campbell Avenue, Suite 125, Campbell, California 95008, United States (Crowdz),
(together the Parties).
Whereas
(A) Crowdz owns and operates an electronic platform for the sale and purchase of Receivables (the Platform).
(B) The Purchaser wishes to use the Platform to purchase Receivables from time to time.
It is agreed as follows
1 Definitions and interpretation
1.1 In this Agreement, the following definitions apply:
Acceptance Cut-Off Date means, in respect of an Auction, 5:30 PM (in the time zone in which the relevant Seller is incorporated) on the date falling two (2) Business Days from and excluding the relevant Auction End Date.
Accepted Bid means, in respect of an Offered Receivable, the Bid that the Seller accepts as the winning Bid for the purchase of that Offered Receivable in accordance with the terms of the relevant Seller Agreement.
Actual Value means, in respect of an Offered Receivable, its Face Value less the amount of any credit note, rebate or any other form of discount or reduction agreed or applied by the relevant Seller to that Offered Receivable prior to the start of the relevant Auction.
Applicable Law means, in respect of any person, any law, regulation, directive, decree, ordinance or any similar instrument or measure (including any Sanctions) that such person is required to comply with.
Auction means an auction for the sale and purchase of a Receivable conducted via the Platform.
Auction End Date means, in respect of an Auction, the latest time and date specified by the Seller by which a Bid can be made in that Auction.
Bid means a bid made by an Eligible Platform Purchaser via the Platform to purchase an Offered Receivable.
Business Day means any day (other than a Saturday or Sunday) on which banks are open for general business in London and, in relation to any:
(a) Auction, the jurisdiction of incorporation of the Seller who instigated that Auction;
(b) date for payment by the Purchaser, the jurisdiction of incorporation of the Purchaser; and
(c) date for payment or purchase of:
(i) a currency other than euro, the principal financial centre of the country of that currency; or
(ii) euro, any TARGET Day.
Collection Agency Termination Event has, in respect of a Sold Receivable, the meaning given to it in the Seller Agreement of the relevant Seller.
Commercial Agreement means a written agreement between a Seller and a Payer pursuant to which the Payer is obliged to pay for the sale of goods or provision of services by that Seller.
Confidential Information means all information relating to Crowdz, the Purchaser, any Seller or any Payer in whatever form (including any information given orally), including any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:
(a) is or becomes public information other than as a direct or indirect result of any breach by Crowdz, the Purchaser, a Seller or a Payer of Clause 20 (Confidentiality);
(b) is identified in writing at the time of delivery as non-confidential by the person delivering that information; or
(c) is known by the recipient before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by the recipient after that date from a person other than the person who delivered that information and who is, as far as that recipient is aware, unconnected with the person who delivered that information and which, in either case, as far as the recipient is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.
Dollars or USD means the lawful currency of the United States of America.
Eligible Invoice means an Invoice:
(a) that has been uploaded to the Platform by the relevant Seller;
(b) that has not been paid (whether in part or in full) by or on behalf of the relevant Payer; and
(c) whose Invoice Due Date has not occurred.
Eligible Platform Purchaser means, in respect of an Auction, a Platform Purchaser that the Seller has designated as entitled to make Bids in that Auction in accordance with Clause 3.1.
EUR or euro denotes the single currency of any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.
Face Value means, in respect of an Offered Receivable, the total amount (including any tax) payable by the relevant Payer in respect of that Offered Receivable as set out in the Invoice for that Offered Receivable.
Fee Change Date has the meaning given to it in Clause 11.2.
Force Majeure Event means any act of God or public enemy, hostilities, war (declared or undeclared), guerrilla activities, terrorist activities, act of sabotage, blockade, earthquake, flood, land slide, avalanche, tremor, ground movement, hurricane, storm, explosion, fire, labour disturbance, riot, insurrection, strike, civil commotion, epidemic, pandemic, act of government or its agencies or officers, power interruption, interference with transmissions or transmission failure or third party communications network failures.
GAAP means generally accepted accounting principles in the jurisdiction of incorporation of the Purchaser.
Indemnified Person means each of Crowdz’s:
(a) affiliates, directors, officers, employees or agents; and
(b) affiliates’ directors, officers, employees and agents.
Insolvency Proceedings means, in relation to any person, the commencement of any corporate action, legal proceedings or other procedure or step:
(a) the suspension of payments by it or a moratorium on any of its indebtedness, its winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise but not including on a solvent basis);
(b) a composition, compromise, assignment or arrangement with any of its creditors;
(c) the appointment of a trustee, liquidator, receiver, administrator, administrative receiver, compulsory or interim manager or other similar officer in respect of it or any of its assets (other than in connection with a solvent reorganisation); or
(d) the enforcement of any security or encumbrance over any of its assets,
or any analogous procedure or step in any applicable jurisdiction.
Insolvent means, in respect of any person, any of the following:
(a) it is unable, or admits or has admitted its inability, to pay its debts as they become due;
(b) it has suspended or threatened to suspend making payments on any of its debts;
(c) there are undischarged Insolvency Proceedings against it;
(d) the value of its assets is less than its liabilities (taking into account contingent and prospective liabilities), in each case as calculated in accordance with GAAP;
(e) a moratorium has been declared in respect of any of its indebtedness; or
(f) an enforcement of a non-appealable court judgment has not resulted in the full satisfaction of the due debt.
Invoice means, in respect of a Receivable, the invoice that evidences that Receivable.
Invoice Due Date means, for any Offered Receivable, the date by which the relevant Payer must pay that Offered Receivable as specified in the Invoice for that Offered Receivable.
Minimum Bid Amount means the minimum price at which the Seller is willing to sell an Offered Receivable.
Notice of Assignment has, in respect of a Sold Receivable, the meaning given to it in the Seller Agreement of the relevant Seller.
Notification Event has, in respect of a Sold Receivable, the meaning given to it in the Seller Agreement of the relevant Seller.
Offered Receivable means a Receivable that a Seller has offered for sale in an Auction in accordance with the terms of the relevant Seller Agreement.
Payer means, in respect of a Receivable, the person that has a payment obligation in respect of that Receivable.
Platform has the meaning given to it in Recital (A).
Platform Purchaser means a person who has been designated by Crowdz as being a “Platform Purchaser”.
Purchase Date has the meaning given to it in Clause 7.1.
Purchase Price means, for any Offered Receivable, the purchase price for that Offered Receivable as stated in the Accepted Bid for that Offered Receivable.
Receivable means an amount owed by a Payer to a Seller pursuant to the terms of a Commercial Agreement (as evidenced by an invoice).
Receivable Rights means, for an Offered Receivable, all rights, title, benefits and interests of the relevant Seller in that Offered Receivable, whether present or future, actual or contingent, proprietary, contractual or otherwise, including all:
(a) moneys owing to the relevant Seller in respect of principal, interest or otherwise;
(b) rights of the relevant Seller under or arising in connection with its Invoice or any terms of the Commercial Agreement, including rights to demand payment, be indemnified, or claim late payment interest and to enforce the terms governing that Offered Receivable and any related terms governing the Commercial Agreement; and
(c) remedies, including all claims for damages, indemnities or compensation for any breach of any term governing that Offered Receivable or any related term governing the Commercial Agreement.
Repurchase Event has, in respect of a Sold Receivable, the meaning given to it in the Seller Agreement of the relevant Seller.
Repurchase Price has, in respect of a Sold Receivable, the meaning given to it in the Seller Agreement of the relevant Seller.
Sanctioned Person means a person that is:
(a) listed on a Sanctions List, or directly or indirectly owned, or otherwise controlled (within the meaning and scope of the relevant Sanctions), by any one or more persons listed on a Sanctions List;
(b) located or resident in, or incorporated or organised under the laws of, any country or territory that is subject to country-wide or territory-wide Sanctions; or
(c) otherwise a subject of Sanctions.
Sanctions means any economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by any Sanctions Authority.
Sanctions Authority means:
(a) the United States government;
(b) the United Nations;
(c) the European Union;
(d) the United Kingdom; or
(e) the jurisdiction of incorporation of the Purchaser,
including the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the United States Department of State and Her Majesty’s Treasury (HMT).
Sanctions List means any of the lists of specifically designated nationals or designated persons or entities (or equivalent) held, maintained or administered by any Sanctions Authority, including:
(a) the Consolidated United Nations Security Council Sanctions List;
(b) the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC;
(c) the consolidated list of persons, groups or entities subject to European Union sanctions administered by the European External Action Service; and
(d) the Consolidated List of Financial Sanctions Target and Investment Ban List maintained by HMT,
each as amended, supplemented or substituted from time to time.
Seller means any person that has entered into a Seller Agreement with Crowdz and is designated as a “Platform Seller” by Crowdz.
Seller Agreement means, in respect of any Seller, the seller agreement between Crowdz and that Seller.
Sold Receivable means an Offered Receivable that has been sold to the Purchaser in accordance with the terms of this Agreement and the relevant Seller Agreement.
TARGET2 means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.
TARGET Day means any day on which TARGET2 is open for the settlement of payments in euro.
Terms and Conditions means, at any given time, the current terms and conditions of Crowdz governing (among other things) access to the Platform, as agreed (whether actually or deemed) by the Purchaser.

1.2 Unless a contrary indication appears, any reference to:
(a) the Purchaser, a Seller, Crowdz, or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and obligations (or both) under this Agreement;
(b) Clauses and Schedules are to be construed as references to the clauses of, and schedules to, this Agreement;
(c) including and in particular shall be deemed to be followed by the expression “(but not limited to)”;
(d) liabilities includes any obligation whether incurred as principal or as surety, whether or not in respect of indebtedness, whether present or future, actual or contingent and whether owed jointly or severally or in any other capacity;
(e) this Agreement, a Seller Agreement, the Terms and Conditions or any other agreement is a reference to this Agreement, that Seller Agreement, the Terms and Conditions and any other agreement as amended, novated, supplemented, extended or restated from time to time;
(f) the words other and otherwise shall not be construed as being limited by the context in which they appear or the words that precede them;
(g) any person includes one or more of that person’s assigns, transferees, successors in title, delegates, sub-delegates and appointees (in the case of a Party, in so far as such assigns, transferees, successors in title, delegates, sub-delegates and appointees are permitted) and any individual, firm, company, corporation, joint venture, body corporate, unincorporated body of persons, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality);
(h) the relevant Seller means, in respect of a Receivable, Offered Receivable or Sold Receivable, the Seller that owns, offers to sell or sold that Receivable, Offered Receivable or Sold Receivable (respectively); and
(i) a time of day is a reference to London time.
1.3 Clause headings are for ease of reference only.
1.4 Unless expressly provided to the contrary in this Agreement, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement. The Purchaser expressly acknowledges and agrees that:
(a) each Seller that has selected a Bid made by the Purchaser as being an Accepted Bid; and
(b) each Indemnified Person,
has the right to enforce or enjoy the benefit of any term of this Agreement.
2 Designation as a Platform Purchaser
2.1 Crowdz will notify the Purchaser in writing of any information that it requires the Purchaser to provide in order for the Purchaser to be designated as a Platform Purchaser.
2.2 If Crowdz is willing to designate the Purchaser as a Platform Purchaser, it will notify the Purchaser in writing that it is a Platform Purchaser and the Purchaser shall become and be a Platform Purchaser on and from the date of that notice.
2.3 For so long as the Purchaser is a Platform Purchaser, the Purchaser is authorised to access and use the Platform as a Platform Purchaser, and in particular to:
(a) view information relating to Offered Receivables;
(b) submit Bids to purchase Offered Receivables; and
(c) purchase Offered Receivables,
in each case to the extent that the Purchaser is an Eligible Platform Purchaser for the purposes of the relevant Auction.
3 Starting Auctions
3.1 A Seller may from time to time start an Auction for the sale of a Receivable that is evidenced by an Eligible Invoice. A Seller has no obligation to offer any Receivable for sale and a Seller is entitled, in its sole discretion, to restrict which Platform Purchasers are entitled to make bids in an Auction. If a Seller wants to restrict which Platform Purchasers are entitled to make a bid in an Auction started by that Seller, that Seller will indicate such restrictions when starting the Auction.
3.2 A Seller may only offer one Receivable for sale per Auction.
3.3 When starting an Auction, the relevant Seller shall provide the following information regarding the relevant Offered Receivable:
(a) its Face Value;
(b) its Actual Value;
(c) its governing law;
(d) its Invoice Due Date;
(e) its currency;
(f) the name, address and jurisdiction of incorporation of the relevant Payer;
(g) its Auction End Date;
(h) the Minimum Bid, if any; and
(i) any other information required by Crowdz, whether via the Platform or otherwise, from time to time.
3.4 A Seller shall also provide its account details for payment of the Purchase Price for the Offered Receivable at the time it starts the relevant Auction.
3.5 The relevant Seller may, in its sole discretion, elect to set a Minimum Bid Amount for the Offered Receivable in an Auction but the Seller is not obligated to do so. Any Minimum Bid Amount is for information purposes only and does not affect the Seller’s right to accept any Bid in its sole discretion.
3.6 The Seller Agreement for a Seller will be made available for review by the relevant Eligible Platform Purchasers at any time that such Seller has an Auction in progress that has not been terminated. The relevant Seller Agreement will be available either on the Platform or by written request to Crowdz.
4 Smart Score
4.1 Crowdz may from time to time make a score (a Smart Score) available in respect of an Offered Receivable.
4.2 Any Smart Score made available by Crowdz in respect of an Offered Receivable will be based on publicly available data and on data gained from transactions conducted on the Platform, each in respect of the relevant Payer.
4.3 Crowdz does not undertake to provide a Smart Score for all Offered Receivables and Crowdz does not make or offer any representation, warranty, guarantee or assurance as to the accuracy or reliability of any Smart Score. Any Smart Score made available is for information purposes only and should be used by the Purchaser as it sees fit on a non-reliance basis and at the Purchaser’s own risk.
5 Bidding
5.1 The Purchaser has the right, in its sole discretion, to submit a Bid for any Offered Receivable provided that the Purchaser is an Eligible Platform Purchaser for the purposes of that Auction.
5.2 If the Purchaser is an Eligible Platform Purchaser for an Auction, the Purchaser will be able to see on the Platform the highest Bid made in that Auction at any time but not the name of the Eligible Platform Purchaser that made that Bid.
5.3 If the Purchaser is an Eligible Platform Purchaser and wants to make a Bid in an Auction, the Purchaser must:
(a) make that Bid before the relevant Auction End Date; and
(b) include the following information in that Bid:
(i) the proposed Purchase Price for the Offered Receivable;
(ii) its account details for receipt of any payments to be made by the relevant Seller to the Purchaser if the Purchaser has made the Accepted Bid; and
(iii) any other information required by Crowdz, whether via the Platform or otherwise, when making the Bid.
5.4 The Purchaser acknowledges and agrees that each Bid that it makes will constitute an irrevocable offer to purchase the relevant Offered Receivable until:
(a) the Purchaser makes a higher Bid in respect of that Offered Receivable; or
(b) the relevant Auction is terminated in accordance with Clause 6 (Termination of Auctions).
5.5 The Purchaser agrees that it will not Bid for any Offered Receivable if:
(a) it is unable to, or would not be able to, pay the proposed Purchase Price for such Offered Receivable on the due date for payment;
(b) bidding for such Offered Receivable would result in the Purchaser being in violation of any Applicable Law; or
(c) the Purchaser is in breach of any term of this Agreement or the Terms and Conditions.
5.6 Any Bid made after the relevant Auction End Date will not be a valid Bid and shall not count for the purposes of that Auction.
5.7 The Purchaser represents and warrants to Crowdz that it will at all times make its own independent investigation and assessment of:
(a) the financial condition, creditworthiness, status and affairs of the relevant Payer of an Offered Receivable and the relevant Seller and of other relevant factors for the assessment of the credit risk of an Offered Receivable; and
(b) the legal, valid, binding and enforceable nature of this Agreement, the Terms and Conditions and the relevant Seller Agreement,
and the Purchaser confirms that it has not relied on any statement, representation, warranty, guarantee, assurance, information or otherwise from Crowdz for the making of such assessment.
6 Termination of Auctions
6.1 Subject to Clause 6.2, an Auction will terminate on the earlier to occur of:
(a) the date that the relevant Seller notifies Crowdz in writing that the Auction has terminated;
(b) the acceptance by the relevant Seller of a Bid made by an Eligible Platform Purchaser in that Auction;
(c) the relevant Acceptance Cut-Off Date; and
(d) the termination of that Auction in accordance with Clause 15.3.
6.2 Crowdz reserves the right to terminate any Auction at any time. If Crowdz terminates an Auction, it will notify the relevant Seller and the Eligible Platform Purchaser(s) of that termination.
6.3 If Crowdz terminates an Auction in accordance with Clause 6.2, all Bids (other than a Bid that has been accepted in accordance with the relevant Seller Agreement) are automatically revoked with immediate effect as of the time that the relevant Auction is terminated.
7 Acceptance of Bids
7.1 The relevant Seller can only accept one Bid for an Offered Receivable.
7.2 Acceptance of a Bid is at the discretion of the relevant Seller and no Seller is obliged to accept any Bid. In particular, the relevant Seller may accept a Bid that is not the highest Bid in that Auction.
7.3 If a Seller wants to accept a Bid, it must accept that Bid on the Platform on or before the relevant Acceptance Cut-Off Date (and, for the avoidance of doubt, the Seller shall be entitled to accept a Bid before the Auction End Date). On acceptance of a Bid, the Platform will generate a notification to the relevant Eligible Platform Purchaser informing it that its Bid is the Accepted Bid.
7.4 If the Purchaser is notified that its Bid is the Accepted Bid, the Purchaser must pay the relevant Purchase Price to the relevant Seller by no later than the next Business Day after the date of that notification. The Purchase Price must be paid to the account specified by the relevant Seller when starting the relevant Auction.
8 Transfer of Title
8.1 If the Purchaser has made the Accepted Bid, immediately on receipt by the relevant Seller of the Purchase Price for that Sold Receivable (the date of receipt being the Purchase Date), the relevant Seller automatically assigns and will automatically assign all of its rights, title, benefits and interests in and to that Sold Receivable and the relevant Receivable Rights to the Purchaser, without the need for any further action to be taken by any person.
8.2 If any assignment under Clause 8.1 is not effective for any reason, the relevant Seller will hold all its rights, title, benefits and interests in and to the relevant Sold Receivable and the relevant Receivable Rights on trust for the Purchaser.
8.3 Subject to Clause 8.4, the Purchaser acknowledges and agrees that any purchase of an Offered Receivable will be on an undisclosed basis and the Purchaser will not deliver, and will not require the relevant Seller to deliver, a Notice of Assignment for a Sold Receivable to the relevant Payer.

8.4 Following the occurrence of a Notification Event in respect of a Sold Receivable:
(a) the Purchaser has the right to deliver or instruct the Seller to deliver a Notice of Assignment to the relevant Payer in respect of that Sold Receivable; and
(b) the Seller must (at its own cost and expense) at the request of the Purchaser, provide all reasonable information in respect of the Sold Receivable to the Purchaser.
8.5 The Purchaser acknowledges and agrees that it is solely responsible for carrying out or satisfying any perfection steps or other formalities in connection with the assignment and transfer of title of any Sold Receivable and its enforceability against any person.
8.6 The Purchaser acknowledges and agrees that each sale of an Offered Receivable by a Seller to the Purchaser is intended to be a true sale and the Purchaser shall have no recourse to a Seller except as set out in Clause 10 (Repurchase Events) or in the Seller Agreement of the relevant Seller.
9 Collection of Sold Receivables
9.1 The Purchaser appoints the relevant Seller of a Sold Receivable to act as the Purchaser’s collection agent in respect of that Sold Receivable on the terms set out in the relevant Seller Agreement.
9.2 The Purchaser may not terminate the relevant Seller’s appointment as collection agent for a Sold Receivable unless a Collection Agency Termination Event has occurred. If a Collection Agency Termination Event occurs in respect of a Sold Receivable, the Purchaser may terminate the relevant Seller’s appointment as collection agent by written notice to that Seller.
9.3 If the Purchaser terminates a Seller’s appointment as collection agent for a Sold Receivable, the Purchaser will be responsible for collecting that Sold Receivable and may take or refrain from taking such action as it sees fit.
10 Repurchase Events
10.1 If a Repurchase Event occurs in respect of a Sold Receivable, the Purchaser has the right to require the relevant Seller to repurchase that Sold Receivable by delivering to that Seller a written notice demanding repurchase. A written notice demanding repurchase must include the Purchaser’s account details for payment by the relevant Seller of the Repurchase Price.
10.2 A Seller shall pay the relevant Repurchase Price to the Purchaser in accordance with the terms of the relevant Seller Agreement.
10.3 Immediately on the Purchaser’s receipt of the Repurchase Price for a Sold Receivable, all of the Purchaser’s rights, title, benefits and interests in and to such Sold Receivable and the related Receivable Rights shall be automatically re-assigned to the relevant Seller without the need for any further action to be taken by any person. At the time of any reassignment of a Sold Receivable to the relevant Seller, the Purchaser shall be deemed to represent and warrant to the relevant Seller that:
(a) it has not assigned, transferred or otherwise disposed of such Sold Receivable (other than to the relevant Seller); and
(b) it has not encumbered such Sold Receivable.
10.4 A Seller shall not have any recourse to the Purchaser in relation to the repurchase of any Sold Receivable save for any misrepresentation in respect of the representations set out in Clause 10.3. Promptly on the relevant Seller’s written request, the Purchaser will notify the relevant Payer that the Sold Receivable has been re-assigned to the relevant Seller. If the Purchaser receives any amount relating to a Sold Receivable after it has been reassigned to the relevant Seller, the Purchaser shall hold that amount on trust for the Seller and shall within two (2) Business Days of receipt pay to the relevant Seller an amount equal to the amount received by the Purchaser in relation to the Sold Receivable.
11 Fees
11.1 Crowdz has the right to charge fees for use of the Platform.
11.2 Crowdz will provide written notice of any applicable fees, including details of when such fees will arise, the amount of such fees and the times when the fees are payable.
11.3 Crowdz has the right to change any fees and/or the terms relating to any fees at any time by written notice to the Purchaser. Any changes will apply on and from the date stated in the relevant notice (the Fee Change Date) and will only apply prospectively (and, in particular, will not apply to any Bid made by the Purchaser prior to the Fee Change Date). By continuing to use the Platform after the Fee Change Date, the Purchaser will be deemed to have accepted and to be bound by the changes set out in the relevant notice.
11.4 The Purchaser agrees that it will pay any applicable fees when due by payment to the account notified by Crowdz to the Purchaser for this purpose from time to time.
12 Payment Mechanics
12.1 Any payment to be made by the Purchaser in accordance with this Agreement shall be made in freely available funds and without any withholding or deduction for or on account of tax and without (and free and clear of any deduction for) set-off or counterclaim.
12.2 If the Purchaser is required by any applicable law to make a withholding or deduction from any payment to be made to Crowdz or to any Seller, the amount of the payment due from the Purchaser shall be increased to an amount which (after making the relevant withholding or deduction) leaves an amount equal to the payment which would have been due if no withholding or deduction had been required.
12.3 If the Purchaser fails to pay any amount payable by it under or in connection with this Agreement on its due date, interest shall accrue on the overdue amount from (and including) the due date up to the date of actual payment (both before and after judgment) at a rate of two per cent. (2%) per annum. Any interest accruing under this Clause 12 shall be immediately payable by the Purchaser on demand by Crowdz.
12.4 Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount applicable and will remain immediately due and payable.
12.5 Any interest, commission or fee accruing under this Agreement will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the market practice for the relevant currency of the overdue amount differs, in accordance with that market practice.
13 Representations and Warranties
13.1 The Purchaser represents and warrants, on the date of this Agreement that:
(a) it is duly incorporated and validly existing under the law of its jurisdiction of incorporation;
(b) it has the power to sue and be sued in its own name, to own its assets and to carry on its business as it is being conducted;
(c) the obligations expressed to be assumed by it in this Agreement constitute its legal, valid, binding and enforceable obligations;
(d) its electronic acceptance of this Agreement is effective as if signed under hand by the Purchaser and evidences its express intention to be bound by this Agreement;
(e) the entry into and performance by it of, and the transactions contemplated by, this Agreement, do not and will not conflict with:
(i) any Applicable Law;
(ii) its constitutional documents; or
(iii) any agreement or instrument binding upon it or any of its assets;
(f) it has the power and capacity to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Agreement and any transaction contemplated by this Agreement;
(g) all authorisations required or desirable to enable it lawfully to enter into, exercise its rights and comply with its obligations in this Agreement and to make this Agreement admissible in evidence in its jurisdiction of incorporation, have been obtained or effected and are in full force and effect;
(h) the choice of English law as the governing law of this Agreement, and any English court judgment in relation to this Agreement or any arbitral award obtained in relation to this Agreement in the relevant seat of that arbitral tribunal specified in this Agreement will be recognised and enforced in its jurisdiction of incorporation;
(i) it has obtained and complied with all licences, permissions, permits or other authorisations that are required to be obtained by it in order to perform its obligations under this Agreement;
(j) under the law of its jurisdiction of incorporation, it is not necessary that this Agreement be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to this Agreement or the transactions contemplated by this Agreement;
(k) any factual information provided by it for the purposes of this Agreement was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated;
(l) nothing has occurred or been omitted from this Agreement and no information has been given or withheld that results or would result in the information contained in this Agreement being untrue or misleading in any material respect;
(m) it is not Insolvent or subject to any Insolvency Proceedings;
(n) it has complied with, and is not in breach of, any Applicable Laws;
(o) it is not a Sanctioned Person and it has taken all reasonable steps to implement and maintain in effect policies and procedures designed to achieve compliance by it and its directors, officers and employees with all Anti-Corruption Laws and applicable Sanctions, and it and its directors, officers and employees are conducting their business in compliance with all Anti-Corruption Laws and applicable Sanctions;
(p) no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a material adverse effect has or have (to the best of its knowledge and belief) been started or threatened against it; and
(q) no judgment or order of a court, arbitral body or agency which might reasonably be expected to have a material adverse effect has (to the best of its knowledge and belief) been made against it.
13.2 The representations in Clause 13.1 are deemed to be made by the Purchaser on each:
(a) date that the Purchaser makes a Bid; and
(b) Purchase Date,
in each case by reference to the facts and circumstances then existing.
14 Crowdz
14.1 Without prejudice to Crowdz’s obligations under the Terms and Conditions, Crowdz shall:
(a) make available and administer the Platform;
(b) maintain a record of all transactions that occur on the Platform; and
(c) calculate fees owed to it by the Purchaser in respect of the purchase of any Offered Receivables by the Purchaser.
14.2 Crowdz shall be entitled to use any of its affiliates in connection with making available the Platform, facilitating any of the transactions contemplated by this Agreement, performing any of its obligations under or in connection with this Agreement.
14.3 Any affiliate falling within the scope of Clause 14.2 shall be entitled to rely on and enforce the terms of this Agreement as if any reference in this Agreement to “Crowdz” is a reference to that affiliate.
14.4 Crowdz shall not be deemed to have knowledge of any Repurchase Event or of any breach of the Terms and Conditions or any Seller Agreement by any person unless it has received written notice of the occurrence of that Repurchase Event or that breach from the Purchaser, the relevant Seller or the relevant Payer.
15 Termination
15.1 Crowdz may terminate this Agreement at any time for any reason by providing the Purchaser with written notice of such termination. This Agreement shall terminate on the date specified in such notice or, if no termination date is specified, on the date of that notice.
15.2 The Purchaser may terminate this Agreement by giving written notice to Crowdz of such termination. This Agreement shall terminate on:
(a) the date specified in such notice provided such date is no earlier than the twentieth Business Day from and excluding the date of such notice; or
(b) if no date is specified or such date does not comply with paragraph (a) above, the twentieth Business Day from and excluding the date of such notice.
15.3 On and from the date that a termination notice is delivered in accordance with Clauses 15.1 or 15.2, the Purchaser will cease to be a Platform Purchaser and Crowdz shall have the right to limit the Purchaser’s access to and use of the Platform. Any Bids made by the Purchaser prior to the termination date that have not been rejected or accepted will be treated as having been revoked on the relevant termination date.
15.4 Notwithstanding the termination of this Agreement pursuant to Clause 15.1 or Clause 15.2, the provisions of this Agreement will continue in full force and effect with respect to:
(a) any Bid that was accepted prior to the relevant termination date;
(b) any Sold Receivable for which the Purchaser has not received all amounts owing to the Purchaser in full; and
(c) any amounts payable by it to Crowdz under or in connection with this Agreement.
16 Assignment and transfers
16.1 Crowdz shall be entitled to assign any of its rights or transfer any of its rights and obligations under this Agreement without the consent of the Purchaser.
16.2 The Purchaser may not assign its rights, transfer any of its rights and obligations or otherwise dispose of or encumber any of its rights and/or obligations under this Agreement (including any of its rights and obligations in respect of any Sold Receivable) without Crowdz’s prior written consent.
17 Indemnity
17.1 The Purchaser shall immediately on demand indemnify Crowdz and each Indemnified Person against any liability, damage, loss (whether direct or indirect and including any loss of profit, loss of reputation or loss of goodwill), cost and expense (including all interest, penalties and legal costs (calculated on a full indemnity basis)) suffered or incurred by Crowdz or that Indemnified Person as a result of any failure by the Purchaser to comply in full with this Agreement.
17.2 The indemnity in this Clause 17 shall apply regardless of whether the liability, damage, loss, cost or expense was foreseeable or known to the Purchaser.
17.3 The Purchaser shall have no obligation to indemnify Crowdz or any Indemnified Person (as applicable) under this Clause 17 if the liability, damage, loss, cost or expense was suffered or incurred solely and directly as a result of Crowdz’s or the relevant Indemnified Person’s (as applicable) gross negligence or wilful default.
18 Exclusion of liability
18.1 The Purchaser acknowledges and agrees that Crowdz does not make or give (and is not deemed to make or give) any representation, warranty, assurance, guarantee or undertaking in relation to:
(a) the suitability of the Platform for use by the Purchaser and its satisfaction of any requirements the Purchaser may have;
(b) the use of the Platform by any other person;
(c) the compliance and performance by any other person with, and of, any of their obligations arising under or in connection with the use of the Platform and/or the transactions contemplated by this Agreement;
(d) the use by any person of any Confidential Information (subject to, in respect of Crowdz only, Clause 20 (Confidentiality);
(e) any Receivable or any Invoice;
(f) whether any information provided or made available by any person in relation to the Platform or any transaction contemplated by this Agreement is accurate, genuine, complete and does not omit any information that would affect the nature of the information provided or made available;
(g) whether any action taken by any person in relation to the Platform or any transaction contemplated by this Agreement has been duly authorised and is within the capacity and power of that person; or
(h) the legal, valid, binding and enforceable nature of this Agreement, any Seller Agreement, any Invoice, any Commercial Agreement or any other document relating to the Platform or any transaction contemplated by this Agreement.
18.2 Crowdz shall have no liability to the Purchaser for any liability, damage, loss, cost or expense suffered or incurred by the Purchaser arising out of or connected with any:
(a) unavailability of the Platform or any functionality of the Platform;
(b) errors, interruptions or delays in any systems, operations, communications, services or any other matter relating to or provided by the Platform;
(c) bugs, viruses, Trojan horses or any other malicious or harmful components on the Platform;
(d) restriction on the Purchaser’s access to, or use of, the Platform;
(e) failure by the Platform to meet the Purchaser’s needs or expectations;
(f) breach by any person of any provision of the Terms and Conditions or any Seller Agreement; or
(g) matters outside of Crowdz’s control (including any Force Majeure Event).
18.3 The exclusion of liability in this Clause 18 will not apply:
(a) to any liability, damage, loss, cost or expense suffered or incurred by the Purchaser solely and directly as a result of Crowdz’s fraud, gross negligence or wilful default; or
(b) to any liability, damage, loss, cost or expense that Crowdz is not entitled to exclude by any Applicable Law relevant to Crowdz.
18.4 The Purchaser agrees that:
(a) Crowdz shall in any event have no liability for:
(i) any indirect or consequential loss; or
(ii) any loss of profit, loss of reputation or loss of goodwill,
regardless of whether such loss was foreseeable or notified to Crowdz; and
(b) Crowdz’s aggregate liability to the Purchaser (whether in contract, tort or otherwise) will not exceed USD 5,000.
19 Communications
19.1 Any communication to be made under or in connection with this Agreement between the Parties shall be made in writing and, unless otherwise stated, may be made by letter, by email or, if available, via the Platform’s messaging system.
19.2 Each Party will within five (5) Business Days of this Agreement notify the other Party of its postal address and email address (and the department or officer, if any, for whose attention the communication is to be made) for any communication or document to be made or delivered under or in connection with this Agreement.
19.3 A Party may change its postal address or email address (or the department or officer for whose attention the communication is to be made) by not less than five (5) Business Days’ written notice to the other Party.
19.4 Any communication or document made or delivered by one Party to the other Party under or in connection with this Agreement will only be effective:
(a) if by way of letter, when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;
(b) if by way of email, when actually received (or made available) in readable form; or
(c) if by way of the Platform’s messaging system, when actually received (or made available) in readable form,
and, if a particular department or officer is specified as part of its address details provided in accordance with this Clause 19, if addressed to that department or officer.
19.5 Any communication or document to be made or delivered to Crowdz will be effective only when actually received by Crowdz and then only if it is expressly marked for the attention of the department or officer specified by Crowdz in accordance with this Clause 19.
19.6 Any communication or document which becomes effective, in accordance with Clause 19.4 above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.
19.7 Any communication to be made under or in connection with this Agreement or a Seller Agreement between a Seller and the Purchaser shall be made in writing and, unless otherwise stated, must be made via the Platform’s communication system. Any communication or document made or delivered via the Platform’s messaging system will only be effective when actually received (or made available) in readable form.
19.8 Crowdz and any Seller shall be entitled to rely on any communication sent (or purported to be sent) by the Purchaser, irrespective of any fraud or error contained in that communication or as to the identity of the sender. Crowdz and any Seller shall not be liable for any action taken or omitted in reliance of any communication reasonably believed to be made by the Purchaser.
20 Confidentiality
20.1 The Parties agree to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clauses 20.2 and 20.3, and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.
20.2 Each Party may disclose Confidential Information:
(a) to any of its affiliates and any of its or their officers, directors, employees, professional advisers, insurers, auditors and partners;
(b) to any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any Applicable Law; or
(c) to any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes,
provided that:
(i) any person to whom Confidential Information is disclosed in accordance with this Clause 20.2 is informed in writing of its confidential nature and that person agrees to treat such information as confidential on terms at least equivalent to this Clause 20 or is otherwise is subject to professional obligations to maintain the confidentiality of the Confidential Information (provided that there shall be no requirement to so inform in relation to paragraphs (b) and (c) above if, in the opinion of the disclosing person, it is not practicable so to do in the circumstances); and
(ii) any Confidential Disclosure is disclosed only to the extent that such person needs to know that Confidential Information in connection with this Platform and this Agreement (in relation to paragraph (a)) or to the extent required (in relation to paragraphs (b) and (c)).

20.3 Crowdz may additionally disclose Confidential Information to any person:
(a) who provides or may provide any goods or services to Crowdz in connection with the Platform or any transactions contemplated by this Agreement; or
(b) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under this Agreement and to any of that person’s affiliates and professional advisers,
provided that:
(i) any person to whom Confidential Information is disclosed in accordance with this Clause 20.3 is informed in writing of its confidential nature and that person agrees to treat such information as confidential on terms at least equivalent to this Clause 20 or is otherwise is subject to professional obligations to maintain the confidentiality of the Confidential Information; and
(ii) any Confidential Disclosure is disclosed only to the extent that such person needs to know that Confidential Information in connection with this Platform and the transactions contemplated by this Agreement.
21 Data protection
The Parties must comply with all applicable data protection and privacy laws (including, where applicable, the General Data Protection Regulation (EU) 2016/679) and the Data Protection Act 2018) in relation to the access and use of the Platform and the performance of any transactions contemplated by this Agreement.
22 Counterparts
This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
23 Amendments and waivers
Save where expressly stated in this Agreement, no provision of this Agreement may be amended or waived other than in writing signed by Crowdz and the Purchaser.
24 Entire Agreement
This Agreement and the Terms and Conditions sets out the entire agreement between the Parties and supersedes any previous agreement, whether express or implied, about the relationship between the Parties. If there is any inconsistency between the terms of this Agreement and the Terms and Conditions, the Terms and Conditions shall prevail.
25 Partial invalidity
If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
26 Remedies and waivers
No failure to exercise, nor any delay in exercising, by Crowdz of any right or remedy under this Agreement shall operate as a waiver of any such right or remedy or constitute an election to affirm this Agreement. No election to affirm this Agreement by Crowdz shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
27 Governing law and jurisdiction
27.1 This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
27.2 Crowdz and the Purchaser agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to any non-contractual obligation arising out of or in connection with this Agreement).
27.3 Crowdz and the Purchaser agree that the courts of England are the most appropriate and convenient courts to settle disputes and accordingly will not argue to the contrary.
27.4 Without prejudice to any other mode of service allowed under any relevant law, the Purchaser (unless the Purchaser is incorporated in England and Wales):
(a) undertakes to appoint within five (5) Business Days of the date of this Agreement an agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and
(b) agrees that failure by a process agent to notify the Purchaser of the process will not invalidate the proceedings concerned.

Each Party agrees to sign this Agreement by electronic signature (whatever form the electronic signature takes) and that this method of signature is as conclusive of that Party’s intention to be bound by this Agreement as if signed by each Party’s manuscript signature and the Seller’s electronic acceptance of this Agreement is effective as if signed under hand by the Seller and evidences its express intention to be bound by this Agreement.

UPDATED ON APRIL 22, 2020

 

Privacy Policy

CROWDZ MADE THIS FOR YOU. PLEASE NOTICE WHAT IT SAYS.

PRIVACY STATEMENT

This page is a letter to you from us, the team at Crowdz. It is written in plain language to be readable even if you are not a lawyer. It is called a “notice” because you are intended to notice what it says. By giving Crowdz information, whether through the Crowdz web page, software, or app, you are consenting to let Crowdz use that information sensibly and responsibly in connection with your relationship to Crowdz. That may seem obvious, but for good reasons, we want you to be aware.

You are entitled to have notice from companies about how the companies interact with your information and protect your privacy. Companies like ours use information like yours, daily, to do a job. We agree with the activists and regulators who decided that companies should notify individuals like you about how your information is gathered and treated.

Note: this notice will be revised from time to time.

WHO IS CROWDZ?

Crowdz is our company’s nickname. So that is what you call it: Crowdz. But its full given name is Agora Intelligence, Inc. dba Crowdz. (The “dba” bit just means the company is “doing business as” Crowdz. You know that one friend who always goes by their middle name? It is like that.)

Crowdz is a Silicon Valley, California startup, located at 51 E. Campbell Avenue, Suite 125, Campbell, California, in the U.S.A. It is a software company. It partners with other companies. Those partnerships help Crowdz’ software to do the thing it does, which we call the Crowdz Service.

WHY SHOULD I TAKE NOTICE?

Just like you do, we (the private individuals who make up the Crowdz team) sometimes wonder or forget how some random company got our name, personal email, or phone number. Crowdz does not want to be that company. So this page is meant to help you know what is going on. Because some companies benefit from incomplete transparency, the people trying to improve things now require companies like Crowdz to inform you (in a way that is likely to inform you) about how we use your information. If you are unlikely to notice what this says, then this is an ineffective notice.

WHO, ME?

Yes, you. If you are an individual natural person, that means you are more valuable than money, laws, or companies. So you have rights. (If you are a robot, skip this part. If you are unsure whether you are a robot, there is probably a captcha for that.)

WHAT IS MEANT BY “MY INFORMATION”?

When Crowdz says “your information,” we are referring to “Personal Information.” (For short, say “PI.” Some call it “Personally Identifiable Information,” or “PII”). PI is legalese for any information that could be used to personally identify the individual, i.e., you. Any PI is important for your privacy. You deserve to know what Crowdz might collect, why, and the basis on which Crowdz justifies keeping it and using it.

WHEN AND FROM WHERE DOES CROWDZ GET MY INFORMATION?

If you interact with Crowdz, Crowdz almost certainly has some information from and about that interaction. If you are reading this, you probably interacted with Crowdz in one of a few ways, maybe in a professional capacity. For instance, if you exchanged business cards with a Crowdz team member at a conference, we almost certainly entered the information you gave us into our customer relations management (“CRM”) software. Otherwise, you may have interacted with us through electronic means: by visiting or using one of our web pages, by visiting another company’s webpage that says “powered by Crowdz,” by directly using our app, or by electronically contacting us, such as by email.

IF YOU GAVE INFORMATION DIRECTLY, OFFLINE, IN-PERSON, OR BY MESSAGE

If a Crowdz team member received your information offline, such as in person, their procedure is to enter the information in the CRM, so we do not forget about you. In keeping with all the latest standards designed to protect your privacy, Crowdz made it impossible for its team members to save your information until they have included a note about how they received your information, and why we have the information. For instance, it might say “business card given at a conference, requested a demo.”

If you have a Crowdz team member’s contact information, such as a cell phone number or email address, PLEASE DO NOT directly message (e.g., text, email, “DM”, etc.) or tell sensitive information to Crowdz team members, no matter how excited you are to begin using the Crowdz service. Please do not send credit card information, bank or other financial account information, personal identification, tax or other government identification numbers, birthdates, or other such sensitive information directly to a Crowdz team member. Crowdz appreciates your enthusiasm and trust. One of the ways we protect you is by communicating through the proper channels, and building procedures that remove as much error as possible from the way we manage your information.

IF YOU VISITED CROWDZ ONLINE

Online web site visitors can be identified by their IP address. Collection of IP addresses is standard practice, and facilitates normal online management functions. Crowdz may also ascertain your location by your IP address.

Cookies, explained below, are the normal way that all your favorite websites interact with you. They make your life more convenient. They make your favorite companies better by allowing those companies to understand how people like you prefer to interact with their company web pages and products. Crowdz operates similarly.

On Crowdz web page(s), Crowdz currently uses only cookies from Google and Facebook. (If you use a browser that tracks cookies, you will see one from Facebook and four from Google: two YouTube and two from doubleclick.net, which is associated with Google Ads.) So if you visit our website, we will receive some of the information their cookies gather. Most information gathered is rather impersonal. But since some of it might be used to figure out who you are, we take precautions to treat it as PI.

Google says “A cookie is a small piece of text sent to your browser by a website you visit. It helps the website to remember information about your visit, like your preferred language and other settings. That can make your next visit easier and the site more useful to you. Cookies play an important role. Without them, using the web would be a much more frustrating experience.” Google says it uses cookies “for many purposes. We use them, for example, to remember your safe search preferences, to make the ads you see more relevant to you, to count how many visitors we receive to a page, to help you sign up for our services, to protect your data, or to remember your ad settings.” It explains more at the following address, which also has a link to their privacy policy. https://policies.google.com/technologies/cookies

Facebook’s cookie policy explains that “Cookies are small pieces of text used to store information on web browsers. Cookies are used to store and receive identifiers and other information on computers, phones, and other devices. Other technologies, including data we store on your web browser or device, identifiers associated with your device, and other software, are used for similar purposes.” They explain that they use such technologies “if you visit other websites and apps that use the Facebook Products (including the Like button or other Facebook Technologies). Cookies enable Facebook to offer the Facebook Products to you and to understand the information we receive about you, including information about your use of other websites and apps, whether or not you are registered or logged in.” You can read more about their cookies at the following address. https://www.facebook.com/policy/cookies/

Crowdz uses these cookies for the usual purposes: to better understand how people like you interact with our business, and to find ways to serve and communicate with people like you, and to improve the security, navigation ease, and any personalized attributes of your experience on our webpage. The information gathered is of the usual kind, such as what kind of browsers people like you use to view our web pages, how long people like you spend on a page, etc.

There are many ways you can use browser settings to disable cookies, and many online resources on how best to calibrate those settings to your preferences. Crowdz encourages you to disable cookies if cookies make you uncomfortable. However, if you disable cookies, you might experience a sub-optimal browsing experience whenever you come back to our website. California law entitles California residents to know how Crowdz responds to “Do Not Track” signal settings on browsers. Because no uniform technical standard has been developed, Crowdz does not currently respond to such signals.

IF YOU REGISTERED WITH CROWDZ

If you used a Crowdz web page to register for early access, Crowdz received the email address and stored it in a secure list that Crowdz uses to keep you updated. If you would like to be removed from the list you can simply contact us at https://crowdz.io/contact.php. Crowdz is not in the business of selling contact information or lists, and will never sell your email address. To manage the list on which you placed your email by signing up, Crowdz uses a secure third party CRM software platform and a third party secure email campaign administration company. California Civil Code Section 1798.83 permits you to request information about disclosure of your PI by Crowdz for third parties’ marketing purposes. However, Crowdz does not disclose information for this purpose under any circumstance.

If you onboard yourself to Crowdz’ software platform, whether on a computer or via the mobile app, Crowdz will be required to gather much more personal information. This is gathered in order to verify that you are who you say you are, that you work for the company you say you do, and that your employer or company authorizes you to use the Crowdz Service on your company’s behalf (in other words, as a representative or agent of your company). Crowdz needs to work with other companies as part of the Crowdz Service; the Crowdz Service is impossible without them. When you give your information to Crowdz, so you can receive the Crowdz Service, you agree to let Crowdz send (“disclose”) that information to the other companies with whom Crowdz works to provide you the Crowdz Service. Third parties involved in the Crowdz Service are multiple licensed secure payment processors, banks, and currency conversion services.

WHY CROWDZ COLLECTS PERSONAL INFORMATION & HOW CROWDZ USES IT

Crowdz is required to explain to you that we use your PI for legitimate business purposes. These purposes are what you would expect, so some of this next part might seem obvious. The way the law talks about this is that Crowdz must have a lawful basis for using your PI. Among the businesses you encounter every day, two of the most common forms of lawful basis are “consent” and “legitimate interests.” Consent means you permit Crowdz to have and use your PI. Legitimate interests means Crowdz can identify a lawful, reasonable business reason to have and use your PI.

TO INTERACT AND DO BUSINESS WITH YOU, CROWDZ NEEDS YOUR INFORMATION

Crowdz cannot provide the Crowdz Service without having, storing, and using your PI. Crowdz needs to identify you to provide customer service and to reply to your requests or feedback. Similarly, without having your PI, Crowdz could not respond to your requests or communications about possible business ventures, collaborations, proofs of concept, price quotes, or technical answers. Also, Crowdz may need to contact you to give you administrative information such as updates to the Crowdz Service or the terms. Crowdz also needs to keep your PI in order to obey the law, and to maintain our contractual relationship with you.

TO MARKET OUR PRODUCT TO YOU, CROWDZ NEEDS YOUR INFORMATION

Especially if you signed up for updates or early access, if you are an existing customer, or if you are an investor, Crowdz needs to keep and use your PI to contact you with marketing materials, company news and updates, and newsletters. Crowdz is always finding better ways in our startup to track concrete, intentional consent. Crowdz will keep your PI to contact you only where there is a legitimate business interest in keeping your PI to contact you.

CROWDZ NEEDS TO USE INFORMATION LIKE YOURS TO REPORT ON ITS BUSINESS

The Crowdz team spends a fair amount of effort understanding how to better serve users, like you, of the Crowdz Service. Sometimes this means information will be gathered internally to show trend reports. Much of this information will not be PI, or at least will not be identifiable as presented. For instance, if we know what country your small business (SME) is in, that might be classified as PI. Knowing how SMEs in your country use the Crowdz Service will help Crowdz better serve small businesses in your country.

Crowdz will sometimes anonymize and aggregate information that includes your PI. You will no longer be identifiable, so the aggregate information will not be PI. Crowdz can use and disclose this information for its business purposes.

YOUR INFORMATION HELPS CROWDZ PERSONALIZE THE CROWDZ SERVICE TO YOU

Crowdz may use your PI to identify you and differentiate you from other users of the Crowdz Service in order to personalize interactions with you, provide better service to you in particular, and improve your individual efficiency and profitability in using the Crowdz Service.

When applicable, Crowdz will seek your consent to offer these personalized services. Crowdz will always offer these personalizations in connection with a legitimate business interest. In other words, Crowds will offer you personalized services that are relevant to your business and your relationship with Crowdz.

YOUR INFORMATION MAY BE REQUIRED FOR BUSINESS AND LEGAL REASONS

Crowdz may need to use information that includes your PI in order to find ways to improve the Crowdz Service through data analysis and modeling. Crowdz may need to undergo audits, to make sure its internal processes are functional and compliant with the law. Without using PI of our customers, it would be impossible to prevent fraud and ensure security. The development of new or existing products may require us to use information that could be used to identify who you are. Crowdz will use information, sometimes including PI, to fine tune the Crowdz Service and the way we communicate about that service to people like you. This also applies to expanding the Crowdz Service based on what we learn about how you most prefer to use the Crowdz Service.

WHERE DOES CROWDZ STORE MY INFORMATION?

Crowdz stores all of its data in secure servers in the cloud. Crowdz obviously does not have control of what you do with your own login information. Please keep your password or other login information confidential. Please do not use one login for more than one person, employee, or coworker. Unfortunately no internet transmission of information is entirely secure. When you send Crowdz information, Crowdz cannot be responsible for its security until it is on Crowdz’ servers. Crowdz takes appropriate and extensive measures to protect the security of your PI, but Crowdz cannot guarantee that your PI will never be disclosed, altered, or destroyed in some way inconsistent with this notice.

Crowdz is a United States company with a subsidiary in the United Kingdom. Most of the business is operated in the United States, by a team that telecommutes between California and other states. Most information we receive enters the United States, whether or not it originates in another place.

Note that Crowdz is a blockchain-technology based company. The blockchain is a transparent, immutable (unchangeable), distributed ledger. During design phase of the software underlying the Crowdz Service, measures were taken to ensure that none of your PI will be logged to the blockchain. Your use of the Service will be logged to the distributed ledger, but you will not be personally identifiable by the information Crowdz logs to the blockchain.

DOES CROWDZ DISCLOSE OR SHARING MY INFORMATION?

Crowdz’ subsidiary, Crowdz UK, mutually shares information. So your PI may be shared with one or the other.

Third party companies will receive your information if you have engaged with Crowdz. As mentioned above, third party companies have cookies on our webpages. Third party payment processors, banks, and financial services are integral to the portion of the Crowdz Service that provides multiple payment processor options. The third party cloud server company, CRM company, email list administrator, receive your information only as needed and in compliance with relevant privacy laws and Crowdz’ privacy policy, which is reflected in this notice. If you send an invoice through the Crowdz Service, the information in the invoice, including PI, will be sent to your recipient. Your PI may also be shared with a third party invoice purchaser should you choose to seek trade finance. Of course our employees, contractors, and the like will have access to your PI, and will operate according to strict rules designed to protect your privacy. If Crowdz should be acquired, your PI will be acquired by the acquiring company. Crowdz is not responsible or liable for the privacy policies or practices of third party companies, but Crowdz holds high standards for the privacy compliance of its third party parters.

HOW LONG DOES CROWDZ RETAIN MY INFORMATION?

Crowdz will keep your PI for at least the minimum amount of time sensible for carrying out the contractual relationship between you and Crowdz. Crowdz may also keep the information longer if it is necessary for records, like for taxes or audits. Crowdz may also keep your PI as legally advisable for litigation or regulatory inspections.

YES YOU CAN

If you would like to access, correct or change, or delete your PI, please contact us using the Contact page on our website. Our data protection officer is in-house at our Campbell, California office as of this notice. We will respond to your request in accordance with the applicable laws. More importantly, Crowdz will do its best to accommodate your right to access, correction, and deletion. Please understand that some PI may not be legally deleted, such as records of transactions that need to be available for audit.

UPDATED ON MAY 5, 2020.

Platform Users

Crowdz Platform Terms and Conditions

1 Terms and conditions

1.1 Agora Intelligence, Inc., dba Crowdz (Crowdz) owns and operates an electronic platform for the sale and purchase of Receivables between Users (the Platform). Crowdz shall be entitled to offer the same Platform as a process for Users to apply for third-party services (Application).

1.2 These terms and conditions (these Terms and Conditions) set out the terms and conditions on which a User shall be entitled to access and perform certain actions on the Platform. These Terms and Conditions are in addition to any terms and conditions agreed between Crowdz and a User pursuant to any other Platform Agreement, provided that these Terms and Conditions shall prevail if there is any inconsistency between these Terms and Conditions and the terms and conditions of any other Platform Agreement.

1.3 Crowdz shall be entitled to use any of its affiliates in connection with making available the Platform, facilitating any of the transactions contemplated by these Terms and Conditions and any other Platform Agreements and performing any of its obligations under or in connection with these Terms and Conditions and any other Platform Agreements.

1.4 Any affiliate falling within the scope of Clause 1.3 shall be entitled to rely on and enforce the terms of these Terms and Conditions as if any reference in these Terms and Conditions to “Crowdz” is a reference to that affiliate.

1.5 By a User accepting these Terms and Conditions in accordance with Clause 3 (Acceptance and Registration), that User agrees that these Terms and Conditions form a legal, valid, binding and enforceable contract between that User and Crowdz.

2 Definitions and interpretation

2.1 Defined terms used in these Terms and Conditions have the meaning given to them in Part 1 (Definitions) of Schedule 1 (Definitions and interpretation).

2.2 The principles of interpretation and construction set out in Part 2 (Interpretation) of Schedule 1 (Definitions and interpretation) shall apply to these Terms and Conditions.

3 Acceptance and Registration

3.1 In order to access the Platform for the first time, a User must:

(a) provide the Registration Information; and

(b) accept these Terms and Conditions.

3.2 A User accepts these Terms and Conditions by an Authorised Person clicking “I Accept”, “I accept, get started” or any equivalent acceptance wording in respect of these Terms and Conditions on the Platform login page. On acceptance of these Terms and Conditions, a User represents and warrants that:

(a) the individual accepting these Terms and Conditions on behalf of that User was an Authorised Person as at the time of acceptance;

(b) the Registration Information provided by it is true, complete, up-to-date and not misleading in any way;

(c) it is bound by these Terms and Conditions effective immediately on and from such acceptance and these Terms and Conditions constitute its legal, valid, binding and enforceable obligations;

(d) its electronic acceptance of these Terms and Conditions is effective as if signed under hand by that User and evidences its express intention to be bound by these Terms and Conditions;

(e) it is a corporate entity with legal personality, duly incorporated and validly existing in its jurisdiction of incorporation;

(f) it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, these Terms and Conditions and the transactions contemplated by these Terms and Conditions;

(g) it is acting solely for its own benefit and not as agent, trustee or in any other capacity for the benefit of any third party; and

(h) it is not Insolvent or subject to any Insolvency Proceedings.

3.3 Each User acknowledges and agrees that Crowdz has the right to:

(a) use the Registration Information provided by that User in order to carry out its “know your customer” or any other similar checks and any other checks and processes that Crowdz is required or deems necessary to carry out for the purpose of registering new Users to the Platform;

(b) request any additional information that Crowdz requires in order to carry out these checks or processes and that Crowdz shall not (unless otherwise agreed) complete the registration of that User until the requested information has been provided; and

(c) use third parties to perform any or all of these checks and processes if deemed reasonable and appropriate by Crowdz.

3.4 Each User represents and warrants at the time that any additional information is provided that any additional information provided by or on behalf of that User in connection with Clause 3.3 is true, complete, up-to-date and not misleading in any way at the time that it is provided.

4 Confirmation of Registration

4.1 Crowdz shall be entitled in its sole discretion to approve or deny the registration of any User. If Crowdz is willing to register a User, Crowdz will provide or confirm login credentials for that User to access and use the Platform, consisting of an email address and password. The provision or confirmation of login credentials to a User shall constitute confirmation that such User is a Registered User.

4.2 Each User must ensure that any login credentials provided or confirmed by Crowdz for the purpose of accessing and using the Platform are kept confidential and are disclosed to, and only used by, Authorised Persons. If a User knows or suspects that its login credentials have been disclosed to any person who is not an Authorised Person, or that its login credentials have been or may be used in a manner not authorised by that User, it shall immediately notify Crowdz and Crowdz will promptly revoke those login credentials.

4.3 Each User must promptly notify Crowdz:

(a) of any amendment or replacement of any of its Registration Information or any additional information provided by that User to Crowdz pursuant to Clause 3.3; and

(b) upon becoming aware that any Registration Information or any additional information provided by it was not, or is no longer, true, complete and up-to-date or was or has become misleading.

4.4 Each User acknowledges and agrees that Crowdz has the right to carry out the checks and processes referred to in Clause 3.3 following any notification to Crowdz pursuant to Clause 4.3 and authorises Crowdz to do so in accordance with Clause 3.3. Crowdz may in its sole discretion restrict a User’s access to and use of the Platform while these further checks and processes are being carried out.

5 Entry into additional Platform Agreements

5.1 Following confirmation that a User is a Registered User, that User may request to enter into one or more Platform Agreements or Applications and to be designated as a Platform Seller or Platform Purchaser, both (as applicable), or Applicant for a third-party service. Entry into any additional Platform Agreement is in Crowdz’s absolute discretion and each User acknowledges and agrees that confirmation that such User is a Registered User does not impose any obligation on Crowdz, or any right for that User, to enter into any additional Platform Agreements or Applications.

5.2 Crowdz shall have the right to request any additional information that it deems necessary or desirable in connection with the entry by a User into any additional Platform Agreement or in connection with any available Application.

5.3 The terms of any additional Platform Agreement are additional to these Terms and Conditions and, in the event of any inconsistency between these Terms and Conditions and any Platform Agreement, Clause 1.2 shall apply.

6 Licence and Intellectual Property Rights

6.1 Effective on and from Crowdz’s confirmation that a User is a Registered User, Crowdz grants that User a limited, revocable, non-exclusive, non-transferable, licence to access and use the Platform in accordance with these Terms and Conditions and any Platform Agreement. No User shall assign or transfer or purport to assign or transfer any of its rights in respect of this licence, nor grant or purport to grant any sub-licence, to any third party.

6.2 Crowdz may at any time and in its sole discretion restrict a User’s access to and use of the Platform and may limit or revoke (in part or in full) any licence granted to that User pursuant to these Terms and Conditions, in each case by notice to that User.

6.3 Each User acknowledges and agrees that Crowdz is the owner of the Platform, of all of the Intellectual Property Rights in or relating to the Platform and of all materials and other content published or available on the Platform other than a User’s User Material and Crowdz reserves all right, title, benefit and interest in and to the foregoing.

6.4 No User will obtain any right, title, benefit or interest (including any Intellectual Property Right) in or to the Platform, any Intellectual Property Rights in or relating to the Platform or any materials or other content (other than its User Material) published or available on the Platform except as expressly provided for in any Platform Agreement. Each User will ensure that it takes all reasonable steps necessary to ensure that it protects and does not infringe any of the Intellectual Property Rights in and to the Platform or any materials or content (other than its User Material) published or available on the Platform or the rights of any other User in respect of that User’s User Material.

6.5 A User must promptly notify Crowdz of any breach or likely breach of its obligations under Clause 6.4 and promptly, at its own cost and expense, provide such assistance (including taking such actions) as Crowdz requires as a result of such breach or likely breach.

6.6 No User will:

(a) copy, reproduce, modify, distribute, publish, create derivative works from, publicly display, publicly perform, licence, sell or re-sell any materials, content, software, products or services obtained from or through the Platform (including any User Material of any other User); or

(b) alter, translate, enhance, reverse engineer, decompile, disassemble or make derivative works of the Platform, the Intellectual Property Rights in or relating to the Platform or any material or other content published or available on the Platform,

in each case except as expressly permitted by any Platform Agreement or with Crowdz’s written consent.

6.7 Each User agrees that Crowdz is authorised and grants to Crowdz a royalty free licence (without any express or implied warranties of any kind) to use, reproduce, modify, distribute and publish any of that User’s User Material as Crowdz deems necessary or appropriate in connection with the operation of the Platform and the transactions contemplated by the Platform Agreements or uses contemplated for the Application.

7 Use of the Platform

7.1 Subject to these Terms and Conditions and any Platform Agreement, Crowdz agrees that it will use commercially reasonable efforts to make available the Platform to each Registered User. However, Crowdz provides no representation, warranty, assurance, guarantee or undertaking that the Platform will be available at all times or at any given time and each User acknowledges that access to and use of the Platform may be restricted or prevented by Crowdz from time to time (including for regular maintenance or updates) or for reasons outside of Crowdz’s control.

7.2 Crowdz will use reasonable efforts to:

(a) provide advance notice to Users of any scheduled unavailability of the Platform;

(b) notify Users of any unscheduled unavailability of the Platform once known to Crowdz; and

(c) make the Platform available again as soon as is commercially practicable in the circumstances at that time.

7.3 Crowdz is committed to taking reasonable steps to ensure that the Platform is secure or free from bugs or viruses. However, Crowdz provides no guarantee that the Platform will be secure or free from bugs, viruses, trojans or any malicious or harmful components and each User should use its own virus protection software.

7.4 A User must not:

(a) misuse the Platform by knowingly introducing bugs, viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful;

(b) attempt to gain unauthorised access to the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform; or

(c) attack the Platform via a denial-of-service attack or a distributed denial-of service attack.

7.5 Any breach by a User of Clause 7.4 will result in an immediate termination of the Platform Agreements, revocation of the licence granted in Clause 6.1, and denied access via the Platform to any relevant Application.

7.6 Each User is responsible, at its own cost and expense, for ensuring that it has and will have, among other things, all equipment, hardware and software as is necessary or desirable for accessing and using the Platform except for any equipment, hardware, or software provided by Crowdz to Users generally in connection with the Platform. Any questions regarding minimum system requirements to access the Platform should be sent to Crowdz by email to support@crowdz.io. A User should report any technical issues relating to accessing or using the Platform promptly to the same email address. Crowdz will provide limited technical support to address issues around the functionality of the Platform.

7.7 Each User shall access and use the Platform in accordance with and solely for the purposes set out in the Platform Agreements or in order to fill out Application(s). Each User will comply, and will ensure that all of its Authorised Persons will comply, at all times with these Terms and Conditions and any other Platform Agreement. Each User acknowledges and agrees that Crowdz shall have no obligation to check whether any person acting or purporting to act on behalf of that User is an Authorised Person. Crowdz shall be entitled to act on or in accordance with any communication, notice or document given, made or delivered by any person acting or purporting to act on behalf of a User unless that User has previously provided written notice to Crowdz that such person is not an Authorised Person.

7.8 Each User is solely responsible for its decision to access and use the Platform and no User shall take or refrain from taking any action in connection with the Platform that would result in that User or Crowdz being in breach of any Applicable Law.

7.9 Each User shall promptly (and in any event within one Business Day) notify Crowdz of any breach by that User of any provision of any Platform Agreement or the occurrence or existence of any event or circumstance that is likely to result in a breach by that User of any provision of any Platform Agreement.

8 User Material

8.1 Each User represents and warrants that, at the time that it provides any User Material:

(a) it is the sole owner of that User Material or, if it is not, that it has the authority of the owner and any other person with any rights or interest in that User Material to provide such User Material and to provide the authorisation and grant the licence set out in Clause 6.7; and

(b) that User Material is true, complete, up-to-date and not misleading in any way.

8.2 Crowdz has no obligation to check whether any User Material is true, complete, up-to-date and not misleading in any way and Crowdz has no responsibility or liability in respect of any User Material that does not meet these criteria.

8.3 Each User shall promptly notify Crowdz if any User Material provided by that User was not, or is no longer, true, complete, up-to-date and not misleading in any way. If Crowdz is notified that any User Material does not meet these criteria, Crowdz will contact the relevant User to discuss resolving the non-satisfaction of these criteria.

9 Indemnity

9.1 Each User shall immediately on demand indemnify Crowdz and each Indemnified Person against any liability, damage, loss (whether direct or indirect and including any loss of profit, loss of reputation or loss of goodwill), cost and expense (including all interest, penalties and legal costs (calculated on a full indemnity basis)) suffered or incurred by Crowdz or that Indemnified Person as a result of any failure by that User to comply in full with these Terms and Conditions.

9.2 The indemnity in this Clause 9 shall apply regardless of whether the liability, damage, loss, cost or expense was foreseeable or known to the relevant User.

9.3 No User shall have any obligation to indemnify Crowdz or any Indemnified Person (as applicable) under this Clause 9 if the liability, damage, loss, cost or expense was suffered or incurred solely and directly as a result of Crowdz’s or the relevant Indemnified Person’s (as applicable) gross negligence or willful default.

10 Exclusion of liability

10.1 Each User acknowledges and agrees that Crowdz does not make or give (and is not deemed to make or give) any representation, warranty, assurance, guarantee or undertaking in relation to:

(a) the suitability of the Platform for use by the User and its satisfaction of any requirements the User may have;

(b) the use of the Platform by any other person;

(c) the compliance and performance by any other person with, and of, any of their obligations arising under or in connection with the use of the Platform and/or any Application or transaction contemplated by the Platform Agreements;

(d) the use by any person of any Confidential Information (subject to, in respect of Crowdz only, Clause 12 (Confidentiality));

(e) whether any information provided or made available by any person in relation to the Platform or any Application or transaction contemplated by the Platform Agreements is accurate, genuine, complete and does not omit any information that would affect the nature of the information provided or made available;

(f) whether any action taken by any person in relation to the Platform or Application or any transaction contemplated by the Platform Agreements has been duly authorised and is within the capacity and power of that person; or

(g) the legal, valid, binding and enforceable nature of these Terms and Conditions, any Purchaser Agreement, any Seller Agreement or any other document relating to the Platform or Application or any transaction contemplated by the Platform Agreements.

10.2 Crowdz shall have no liability to any User or any other person for any liability, damage, loss, cost or expense suffered or incurred by a User or any such person arising out of or connected with any:

(a) unavailability of the Platform or any functionality of the Platform;

(b) errors, interruptions or delays in any systems, operations, communications, services or any other matter relating to or provided by the Platform;

(c) bugs, viruses, trojans or any other malicious or harmful components on the Platform;

(d) restriction on that User’s access to, or use of, the Platform;

(e) failure by the Platform to meet that User’s needs or expectations;

(f) breach by any User of any provision of these Terms and Conditions or any other Platform Agreement; or

(g) matters outside of Crowdz’s control (including any Force Majeure Event).

10.3 The exclusion of liability in this Clause 10 will not apply:

(a) to any liability, damage, loss, cost or expense suffered or incurred by a User solely and directly as a result of Crowdz’s fraud, gross negligence, or willful default; or

(b) to any liability, damage, loss, cost or expense that Crowdz is not entitled to exclude by any Applicable Law relevant to Crowdz.

10.4 Each User agrees that:

(a) Crowdz shall in any event have no liability for:

(i) any indirect or consequential loss; or

(ii) any loss of profit, loss of reputation or loss of goodwill,

regardless of whether such loss was foreseeable or notified to Crowdz; and

(b) Crowdz’s aggregate liability to a User (whether in contract, tort or otherwise) will not exceed USD 5,000.

11 Communications

11.1 A Any communication to be made under or in connection with these Terms and Conditions between the Parties shall be made in writing and, unless otherwise stated, may be made by email or, if available, via the Platform’s messaging system.

11.1 B Any communication to be made under or in connection with these Terms and Conditions between Platform Users shall be made in writing and, unless otherwise stated, must be made via the Platform’s communication system. Any communication or document made or delivered via the Platform’s messaging system will only be effective when actually received (or made available) in readable form.

11.2 Any communication or document made or delivered by the User under or in connection with these Terms and Conditions will only be effective:

(a) if by way of email, when actually received (or made available) in readable form; or

(b) if by way of the Platform’s messaging system, when actually received (or made available) in readable form,

and, if a particular department or officer is specified as part of its address details provided in accordance with this Clause 11, if addressed to that department or officer.

11.3 Any communication or document to be made or delivered to Crowdz will be effective only when actually received by Crowdz and then only if it is expressly marked for the attention of the department or officer specified by Crowdz in accordance with this Clause 11.

11.4 Any communication or document which becomes effective, in accordance with Clause 11.2 above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

11.5 Any communication to be made between Users shall be made in writing and, unless otherwise stated, must be made via the Platform’s communication system. Any communication or document made or delivered via the Platform’s messaging system will only be effective when actually received (or made available) in readable form.

11.6 Crowdz and any other recipient shall be entitled to rely on any communication sent (or purported to be sent) by the User, irrespective of any fraud or error contained in that communication or as to the identity of the sender. Crowdz and any other recipient shall not be liable for any action taken or omitted in reliance of any communication reasonably believed to be made by the User.

12 Confidentiality

12.1 Crowdz and each User agree to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clauses 12.2 and 12.3, and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

12.2 Crowdz or a User may disclose Confidential Information:

(a) to any of its affiliates and any of its or their officers, directors, employees, professional advisers, insurers, auditors and partners;

(b) to any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation; or

(c) to any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes,

provided that:

(i) any person to whom Confidential Information is disclosed in accordance with this Clause 12.2 is informed in writing of its confidential nature and that person agrees to treat such information as confidential on terms at least equivalent to this Clause 12 or is otherwise is subject to professional obligations to maintain the confidentiality of the Confidential Information (provided that there shall be no requirement to so inform in relation to paragraphs (b) and (c) above if, in the opinion of the disclosing person, it is not practicable so to do in the circumstances); and

(ii) any Confidential Disclosure is disclosed only to the extent that such person needs to know that Confidential Information in connection with this Platform and the transactions contemplated by the Platform Agreements (in relation to paragraph (a)) or to the extent required (in relation to paragraphs (b) and (c).

12.3 Crowdz may additionally disclose Confidential Information to any person:

(a) who provides or may provide any goods or services to Crowdz in connection with the Platform or Application or any transactions contemplated by the Platform Agreements; or

(b) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or Platform Agreement and to any of that person’s affiliates and professional advisers,

provided that:

(i) any person to whom Confidential Information is disclosed in accordance with this Clause 12.3 is informed in writing of its confidential nature and that person agrees to treat such information as confidential on terms at least equivalent to this Clause 12 or is otherwise is subject to professional obligations to maintain the confidentiality of the Confidential Information; and

(ii) any Confidential Disclosure is disclosed only to the extent that such person needs to know that Confidential Information in connection with this Platform and the transactions contemplated by the Platform Agreements.

13 Data protection

Crowdz and each User must comply with all applicable data protection and privacy laws (including, where applicable, the General Data Protection Regulation (EU 2016/679), the Data Protection Act 2018 (UK), and US state and federal regulations) in relation to the access and use of the Platform and the performance of any transactions contemplated by these Terms and Conditions.

14 Crowdz

14.1 Agora Intelligence, Inc., dba Crowdz is incorporated in California, with its headquarters located at 51 E. Campbell Avenue, Suite 125, Campbell, California 95008 United States.

14.2 Crowdz is not authorized or regulated by the Financial Conduct Authority or the Prudential Regulation Authority (UK) and is not a regulated financial service (US).

14.3 Except as expressly stated in any Platform Agreement, the acceptance of these Terms and Conditions, the entry into and performance of any Platform Agreement and the access and use of the Platform does not and is not intended to create or constitute or otherwise give rise to any agency, trust or fiduciary relationship between Crowdz and a User and Crowdz shall have no obligations to any User other than as set out in a Platform Agreement.

15 Amendments and waivers

15.1 Crowdz reserves the right to amend these Terms and Conditions (or any Amended Terms and Conditions) at any time and from time to time subject to providing 5 Business Days’ prior written notice (an Amendment Notice) to each User of the amended terms and conditions (the Amended Terms and Conditions) in accordance with Clause 11 (Communications).

15.2 The Amended Terms and Conditions shall be effective immediately on the expiry of the relevant notice period specified in Clause 15.1, which period shall start on and include the first Business Day after the date of the relevant Amendment Notice. Following any amendment of these Terms and Conditions or of any Amended Terms and Conditions pursuant to Clause 15.1, any reference in these Terms and Conditions to “these Terms and Conditions” shall be construed as a reference to the relevant Amended Terms and Conditions.

15.3 The Terms and Conditions applicable at any given time are available on the Platform or on request and at https://crowdz.io/legal.php and Users are advised to review the current Terms and Conditions on a regular basis.

16 Partial invalidity

If, at any time, any provision of these Terms and Conditions is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

17 Remedies and waivers

No failure to exercise, nor any delay in exercising, by Crowdz of any right or remedy under these Terms and Conditions shall operate as a waiver of any such right or remedy or constitute an election to affirm these Terms and Conditions. No election to affirm these Terms and Conditions by Crowdz shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in these Terms and Conditions are cumulative and not exclusive of any rights or remedies provided by law.

18 Third Party Rights

No person other than Crowdz or a User has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any provision of these Terms and Conditions.

19 Governing law and jurisdiction

19.1 These Terms and Conditions and any non-contractual obligations arising out of or in connection with them are governed by English law in the United Kingdom and Californian law for Users originating in the United States.

19.2 Crowdz and Users not originating in the United States agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute with those Users arising out of or in connection with these Terms and Conditions (including a dispute relating to any non-contractual obligation arising out of or in connection with these Terms and Conditions). Crowdz and Users originating in the United States agree that the courts of California, County of Santa Clara, shall have jurisdiction over the parties in any action at law relating to the subject matter or the interpretation of these Terms and Conditions.

19.3 Crowdz and User, where originating outside of the United States, agree that the courts of England are the most appropriate and convenient courts to settle disputes and accordingly will not argue to the contrary. Crowdz and Users originating within the United States agree that the courts of California, County of Santa Clara, are the most appropriate and convenient courts to settle disputes and will not argue to the contrary.

19.4 Without prejudice to any other mode of service allowed under any relevant law, the User, if originating outside of the United States (unless the User is incorporated in England and Wales):

(a) agrees to appoint within five (5) Business Days of the execution of these Terms and Conditions an agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and

(b) agrees that failure by a process agent to notify the User of the process will not invalidate the proceedings concerned.

Schedule 1 Definitions and interpretation

Part 1 Definitions

1.1 In these Terms and Conditions:

Amendment Notice has the meaning given to it in Clause 15.1.

Amended Terms and Conditions has the meaning given to it in Clause 15.1.

Applicable Law means, in respect of any person, any law, regulation, directive, decree, ordinance or any similar instrument or measure (including any Sanctions) that such person is required to comply with.

Authorized Person means any individual who is authorized to act on behalf of a User in connection with the Platform, including to accept these Terms and Conditions on behalf of that User.

Business Day means any day (other than a Saturday or Sunday) on which banks are open for general business in London.

Confidential Information means all information relating to Crowdz or any User in whatever form (including any information given orally), including any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(a) is or becomes public information other than as a direct or indirect result of any breach by Crowdz or a User of Clause 12 (Confidentiality and data protection);

(b) is identified in writing at the time of delivery as non-confidential by the person delivering that information; or

(c) is known by the recipient before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by the recipient after that date from a person other than the person who delivered that information and who is, as far as that recipient is aware, unconnected with the person who delivered that information and which, in either case, as far as the recipient is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

Dollars or USD means the lawful currency of the United States of America.

Force Majeure Event means any act of God or public enemy, hostilities, war (declared or undeclared), guerrilla activities, terrorist activities, act of sabotage, blockade, earthquake, flood, land slide, avalanche, tremor, ground movement, hurricane, storm, explosion, fire, labour disturbance, riot, insurrection, strike, civil commotion, epidemic, pandemic, act of government or its agencies or officers, power interruption, interference with transmissions or transmission failure or third-party communications network failures.
GAAP means, in respect of any User, generally accepted accounting principles in the jurisdiction of incorporation of that User.

Indemnified Person means each of Crowdz’s:

(a) affiliates, directors, officers, employees or agents; and

(b) affiliates’ directors, officers, employees and agents.

Insolvency Proceedings means, in relation to any person, the commencement of any corporate action, legal proceedings or other procedure or step:

(a) the suspension of payments by it or a moratorium on any of its indebtedness, its winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise but not including on a solvent basis);

(b) a composition, compromise, assignment or arrangement with any of its creditors;

(c) the appointment of a trustee, liquidator, receiver, administrator, administrative receiver, compulsory or interim manager or other similar officer in respect of it or any of its assets (other than in connection with a solvent reorganization); or

(d) the enforcement of any security or encumbrance over any of its assets,

any analogous procedure or step in any applicable jurisdiction.

Insolvent means, in respect of any person, any of the following:

(a) it is unable, or admits or has admitted its inability, to pay its debts as they become due;

(b) it has suspended or threatened to suspend making payments on any of its debts;

(c) there are undischarged Insolvency Proceedings against it;

(d) the value of its assets is less than its liabilities (taking into account contingent and prospective liabilities), in each case as calculated in accordance with GAAP;

(e) a moratorium has been declared in respect of any of its indebtedness; or

(f) an enforcement of a non-appealable court judgment has not resulted in the full satisfaction of the due debt.

Intellectual Property Rights means any rights, title, benefit and interest in and to patents, utility models, rights to inventions, copyright and neighboring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Platform has the meaning given to it in Clause 1.1.

Platform Agreement means, in respect of any User:

(a) these Terms and Conditions;

(b) any Seller Agreement or Purchaser Agreement; and

(c) any other agreement designated as a Platform Agreement by that User and Crowdz.

Purchaser Agreement means, in respect of a User, the purchaser agreement entered into between that User and Crowdz.

Registered User means any User that Crowdz has confirmed as being registered in accordance with Clause 4 (Confirmation of Registration).

Registration Information means, at any given time, the information requested on the Platform login page when a User wishes to access the Platform for the first time.

Sanctions means any economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by any Sanctions Authority.

Sanctions Authority means, in respect of any User:

(a) the United States government;

(b) the United Nations;

(c) the European Union;

(d) the United Kingdom; or

(e) the jurisdiction of incorporation of that User,

including the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the United States Department of State and Her Majesty’s Treasury (HMT).

Sanctions List means any of the lists of specifically designated nationals or designated persons or entities (or equivalent) held, maintained or administered by any Sanctions

Authority, including:

(a) the Consolidated United Nations Security Council Sanctions List;

(b) the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC;

(c) the consolidated list of persons, groups or entities subject to European Union sanctions administered by the European External Action Service; and

(d) the Consolidated List of Financial Sanctions Target and Investment Ban List maintained by HMT,

each as amended, supplemented or substituted from time to time.

Seller Agreement means, in respect of a User, the seller agreement entered into between that User and Crowdz.

User means a company using the Platform for any of its functions.

User Material means, in respect of a User, any and all information, documentation or material provided by or on behalf of that User to Crowdz or any other User in connection with the Platform and the transactions contemplates by the Platform Agreements.

Part 2 Interpretation

1.1 Unless a contrary indication appears, a reference in these Terms and Conditions to:

(a) Crowdz or any User shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under these Terms and Conditions or any Platform Agreement;

(b) these Terms and Conditions, a Platform Agreement or any other agreement or instrument is a reference to these Terms and Conditions, that Platform Agreement or other agreement or instrument as amended, novated, supplemented, extended or restated;

(c) a person includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

(d) a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(e) a provision of law is a reference to that provision as amended or re-enacted;

(f) the words include(s), including and in particular shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding words; and

(g) the words other and otherwise shall not be construed ejusdem generis with any preceding words where a wider construction is possible.

1.2 Any reference in these Terms and Conditions to a Clause or Schedule is a reference to a clause of, or schedule to, these Terms and Conditions. Clause and Schedule headings are for ease of reference only.

UPDATED ON June 19, 2020

Sellers

This agreement is made between
(1) The seller and
(2) Agora Intelligence, Inc., dba Crowdz a California corporation incorporated in the United States of America with registered number C3673129 whose registered office is at 51 E. Campbell Avenue, Suite 125, Campbell, California 95008, United States (Crowdz),
(together the Parties).
Whereas
(A) Crowdz owns and operates an electronic platform for the sale and purchase of Receivables (the Platform).
(B) The Seller wishes to use the Platform to process Invoices issued by the Seller in connection with Commercial Agreements and to sell Receivables to Eligible Platform Purchasers from time to time.
It is agreed as follows

1 Definitions and interpretation

1.1 In this Agreement, the following definitions apply:
Acceptance Cut-Off Date means, in respect of an Auction, 5:30 PM (in the time zone in which the Seller is incorporated) on the date falling two (2) Business Days from and excluding the relevant Auction End Date.
Accepted Bid means, in respect of an Offered Receivable, the Bid that the Seller accepts as the winning Bid for the purchase of that Offered Receivable in accordance with the terms of this Agreement.
Actual Value means, in respect of an Offered Receivable, its Face Value less the amount of any credit note, rebate or any other form of discount or reduction agreed or applied by the Seller to that Offered Receivable prior to the start of the relevant Auction.
Applicable Law means, in respect of any person, any law, regulation, directive, decree, ordinance or any similar instrument or measure (including any Sanctions) that such person is required to comply with.
Auction means an auction for the sale and purchase of a Receivable conducted via the Platform.
Auction End Date means, in respect of an Auction, the latest time and date specified by the Seller by which a Bid can be made in that Auction.
Bid means a bid made by an Eligible Platform Purchaser via the Platform to purchase an Offered Receivable.
Business Day means any day (other than a Saturday or Sunday) on which banks are open for general business in London and, in relation to any
(a) Auction, the jurisdiction of incorporation of the Seller; and:
(b) date for payment or purchase of:
(i) a currency other than euro, the principal financial centre of the country of that currency; or
(ii) euro, any TARGET Day.
Collection Account means, for an Offered Receivable or a Sold Receivable, the account of the Seller to be used for receipt of payment by the relevant Payer.
Collection Agency Termination Event means a Notification Event or a Repurchase Event.
Commercial Agreement means a written agreement between the Seller and a Payer pursuant to which the Payer is obliged to pay for the sale of goods or provision of services by the Seller.
Confidential Information means all information relating to Crowdz, any Purchaser, the Seller or any Payer in whatever form (including any information given orally), including any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:
(a) is or becomes public information other than as a direct or indirect result of any breach by Crowdz, a Purchaser, the Seller or a Payer of Clause 23 (Confidentiality);
(b) is identified in writing at the time of delivery as non-confidential by the person delivering that information; or
(c) is known by the recipient before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by the recipient after that date from a person other than the person who delivered that information and who is, as far as that recipient is aware, unconnected with the person who delivered that information and which, in either case, as far as the recipient is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.
Dilution Event means, in relation to a Sold Receivable, any event that reduces the amount payable by the relevant Payer in respect of that Sold Receivable by reference to the Actual Value of that Sold Receivable.
Dispute means any dispute, claim or alleged defence arising out of or in connection with a Receivable.
Dollars or USD means the lawful currency of the United States of America.
Eligible Invoice means an Invoice:
(a) that has been uploaded to the Platform by the Seller;
(b) that has not been paid (whether in part or in full) by or on behalf of the relevant Payer; and
(c) whose Invoice Due Date has not occurred.
Eligible Platform Purchaser means, in respect of an Auction, a Platform Purchaser that the Seller has designated as entitled to make Bids in that Auction.
EUR or euro denotes the single currency of any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.
Face Value means, in respect of an Offered Receivable, the total amount (including any tax) payable by the relevant Payer in respect of that Offered Receivable as set out in the Invoice for that Offered Receivable.
Fee Change Date has the meaning given to it in Clause 13.3.
Force Majeure Event means any act of God or public enemy, hostilities, war (declared or undeclared), guerrilla activities, terrorist activities, act of sabotage, blockade, earthquake, flood, land slide, avalanche, tremor, ground movement, hurricane, storm, explosion, fire, labour disturbance, riot, insurrection, strike, civil commotion, epidemic, pandemic, act of government or its agencies or officers, power interruption, interference with transmissions or transmission failure or third party communications network failures.
GAAP means generally accepted accounting principles in the jurisdiction of incorporation of the Seller.
Indemnified Person means each of Crowdz’s:
(a) affiliates, directors, officers, employees or agents; and
(b) affiliates’ directors, officers, employees and agents.
Insolvency Proceedings means, in relation to any person, the commencement of any corporate action, legal proceedings or other procedure or step:
(a) the suspension of payments by it or a moratorium on any of its indebtedness, its winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise but not including on a solvent basis);
(b) a composition, compromise, assignment or arrangement with any of its creditors;
(c) the appointment of a trustee, liquidator, receiver, administrator, administrative receiver, compulsory or interim manager or other similar officer in respect of it or any of its assets (other than in connection with a solvent reorganisation); or
(d) the enforcement of any security or encumbrance over any of its assets,
or any analogous procedure or step in any applicable jurisdiction.
Insolvent means, in respect of any person, any of the following:
(a) it is unable, or admits or has admitted its inability, to pay its debts as they become due;
(b) it has suspended or threatened to suspend making payments on any of its debts;
(c) there are undischarged Insolvency Proceedings against it;
(d) the value of its assets is less than its liabilities (taking into account contingent and prospective liabilities), in each case as calculated in accordance with GAAP;
(e) a moratorium has been declared in respect of any of its indebtedness; or
(f) an enforcement of a non-appealable court judgment has not resulted in the full satisfaction of the due debt.
Invoice means, in respect of a Receivable, the invoice that evidences that Receivable.
Invoice Due Date means, for any Offered Receivable, the date by which the relevant Payer must pay that Offered Receivable as specified in the Invoice for that Offered Receivable.
Minimum Bid Amount means the minimum price at which the Seller is willing to sell an Offered Receivable.
Notice of Assignment means, in respect of a Sold Receivable, a notice of assignment stating that the Sold Receivable has been assigned to the relevant Eligible Platform Purchaser.
Notification Event means, in respect of a Sold Receivable, any of the following events or circumstances:
(a) non-compliance by the Seller with any term of this Agreement or the Terms and Conditions;
(b) the Seller or the Payer being or becoming Insolvent; or
(c) the relevant Payer failing to pay that Sold Receivable in full on or before its Invoice Due Date.
Not-for-Sale Invoice has the meaning given to it in Clause 3.1.
Offered Receivable means a Receivable that the Seller has offered for sale in an Auction.
Payer means, in respect of a Receivable, the person that has a payment obligation in respect of that Receivable.
Platform has the meaning given to it in Recital (A).
Platform Purchaser means any Purchaser that is designated as a “Platform Purchaser” by Crowdz.
Purchase Date has the meaning given to it in Clause 10.1.
Purchase Price means, for any Offered Receivable, the purchase price for that Offered Receivable as stated in the Accepted Bid for that Offered Receivable.
Purchaser means any person that has entered into a Purchaser Agreement with Crowdz.
Purchaser Agreement means, in respect of any Purchaser, the purchaser agreement between Crowdz and that Purchaser.
Receivable means an amount owed by a Payer to the Seller pursuant to the terms of a Commercial Agreement (as evidenced by an invoice).
Receivable Rights means, for an Offered Receivable, all rights, title, benefits and interests of the Seller in that Offered Receivable, whether present or future, actual or contingent, proprietary, contractual or otherwise, including all:
(a) moneys owing to the Seller in respect of principal, interest or otherwise;
(b) rights of the Seller under or arising in connection with its Invoice or any terms of the Commercial Agreement, including rights to demand payment, be indemnified, or claim late payment interest and to enforce the terms governing that Offered Receivable and any related terms governing the Commercial Agreement; and
(c) remedies, including all claims for damages, indemnities or compensation for any breach of any term governing that Offered Receivable or any related term governing the Commercial Agreement.
Repurchase Event means, in respect of any Sold Receivable, any of the following events or circumstances:
(a) any fraud by the Seller in respect of the exercise of its rights or the performance of its obligations in respect of that Sold Receivable (including under the relevant Commercial Agreement);
(b) any breach by the Seller of any applicable Sanctions or any breach by the Seller of any Applicable Law in respect of the exercise of its rights or the performance of its obligations in respect of that Sold Receivable (including under the relevant Commercial Agreement);
(c) any misrepresentation by the Seller of any of the representations given or deemed to be given by the Seller on the relevant Purchase Date in accordance with this Agreement;
(d) any Dispute exists or is raised in respect of that Sold Receivable;
(e) any Dilution Event occurs in respect of that Sold Receivable; or
(f) any breach of the Seller’s obligations in Clause 10.2, Clause 11 or Clause 16 of this Agreement.
Repurchase Price means, for a Sold Receivable, an amount equal to the Purchase Price for that Sold Receivable, less any amounts received by the relevant Eligible Platform Purchaser in respect of that Sold Receivable before the date on which the Repurchase Price is to be paid by the Seller.
Sanctioned Person means a person that is:
(a) listed on a Sanctions List, or directly or indirectly owned, or otherwise controlled (within the meaning and scope of the relevant Sanctions), by any one or more persons listed on a Sanctions List;
(b) located or resident in, or incorporated or organised under the laws of, any country or territory that is subject to country-wide or territory-wide Sanctions; or
(c) otherwise a subject of Sanctions.
Sanctions means any economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by any Sanctions Authority.
Sanctions Authority means:
(a) the United States government;
(b) the United Nations;
(c) the European Union;
(d) the United Kingdom; or
(e) the jurisdiction of incorporation of the Seller,
including the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the United States Department of State and Her Majesty’s Treasury (HMT).
Sanctions List means any of the lists of specifically designated nationals or designated persons or entities (or equivalent) held, maintained or administered by any Sanctions Authority, including:
(a) the Consolidated United Nations Security Council Sanctions List;
(b) the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC;
(c) the consolidated list of persons, groups or entities subject to European Union sanctions administered by the European External Action Service; and
(d) the Consolidated List of Financial Sanctions Target and Investment Ban List maintained by HMT,
each as amended, supplemented or substituted from time to time.
Sold Receivable means an Offered Receivable that has been purchased by a Platform Purchaser in accordance with the terms of this Agreement and the relevant Purchaser Agreement.
TARGET2 means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.
TARGET Day means any day on which TARGET2 is open for the settlement of payments in euro.
Terms and Conditions means, at any given time, the current terms and conditions of Crowdz governing (among other things) access to the Platform, as agreed (whether actually or deemed) by the Seller.
Unsold Receivable has the meaning given to it in Clause 9.1.
1.2 Unless a contrary indication appears, any reference to:
(a) the Seller, a Purchaser, an Eligible Platform Purchaser, Crowdz or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and obligations (or both) under this Agreement;
(b) Clauses and Schedules are to be construed as references to the clauses of, and schedules to, this Agreement;
(c) including and in particular shall be deemed to be followed by the expression “(but not limited to)”;
(d) liabilities includes any obligation whether incurred as principal or as surety, whether or not in respect of indebtedness, whether present or future, actual or contingent and whether owed jointly or severally or in any other capacity;
(e) this Agreement, a Purchaser Agreement, the Terms and Conditions or any other agreement is a reference to this Agreement, that Purchaser Agreement, the Terms and Conditions or any other agreement as amended, novated, supplemented, extended or restated from time to time;
(f) the words other and otherwise shall not be construed as being limited by the context in which they appear or the words that precede them;
(g) any person includes one or more of that person’s assigns, transferees, successors in title, delegates, sub-delegates and appointees (in the case of a Party, in so far as such assigns, transferees, successors in title, delegates, sub-delegates and appointees are permitted) and any individual, firm, company, corporation, joint venture, body corporate, unincorporated body of persons, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality);
(h) the relevant Eligible Platform Purchaser means, in respect of a Bid or a Sold Receivable, the Eligible Platform Purchaser that made that Bid or purchased that Sold Receivable (respectively); and
(i) a time of day is a reference to London time.

1.3 Clause headings are for ease of reference only.
1.4 Unless expressly provided to the contrary in this Agreement, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement. The Seller expressly acknowledges and agrees that:
(a) each Eligible Platform Purchaser that has made an Accepted Bid; and
(b) each Indemnified Person,
has the right to enforce or enjoy the benefit of any term of this Agreement.
2 Designation as a Platform Seller
2.1 Crowdz will notify the Seller in writing of any information that it requires the Seller to provide in order for the Seller to be designated as a Platform Seller.
2.2 If Crowdz is willing to designate the Seller as a Platform Seller, it will notify the Seller in writing that it is a Platform Seller and the Seller shall become and be a Platform Seller on and from the date of that notice.
2.3 For so long as the Seller is a Platform Seller, the Seller is authorised to access and use the Platform as a Platform Seller, and in particular to:
(a) upload Invoices on the Platform;
(b) instigate an Auction for the sale of a Receivable;
(c) view Bids made by Eligible Platform Purchasers to purchase Offered Receivables in Auctions; and
(d) sell Offered Receivables to Eligible Platform Purchasers.
3 Uploading of Invoices
3.1 The Seller may, in its sole discretion, upload an Invoice to the Platform.
3.2 The Seller must upload each Invoice in accordance with the requirements of the Platform at the time of uploading.
3.3 The Seller has no obligation to start an Auction in respect of any Receivable evidenced by an Invoice that the Seller has uploaded to the Platform but may do so in its sole discretion.
4 Starting Auctions
4.1 The Seller may from time to time start an Auction for the sale of a Receivable that is evidenced by an Eligible Invoice.
4.2 The Seller has no obligation to offer any Receivable for sale and the Seller is entitled, in its sole discretion, to restrict which Platform Purchasers are entitled to make bids in an Auction. If the Seller wants to restrict which Platform Purchasers are entitled to make a bid in an Auction started by the Seller, the Seller will indicate such restrictions when starting the Auction.
4.3 The Seller may only offer one Receivable for sale per Auction.
4.4 When starting an Auction, the Seller shall provide the following information regarding the relevant Offered Receivable:
(a) its Face Value;
(b) its Actual Value;
(c) its governing law;
(d) its Invoice Due Date;
(e) its currency;
(f) the name, address and jurisdiction of incorporation of the relevant Payer;
(g) its Auction End Date;
(h) the Minimum Bid, if any; and
(i) any other information required by Crowdz, whether via the Platform or otherwise, from time to time.
4.5 Any Auction End Date specified by the Seller must be no later than twenty (20) Business Days before the Invoice Due Date for that Receivable.
4.6 The Seller shall also provide its account details for payment of the Purchase Price for the Offered Receivable at the time it starts the relevant Auction.
4.7 The Seller may, in its sole discretion, elect to set a Minimum Bid Amount for the Offered Receivable in an Auction but is not obligated to do so. Any Minimum Bid Amount is for information purposes only and does not affect the Seller’s right to accept or reject any Bid in its sole discretion.
4.8 The Purchaser Agreement for any Eligible Platform Purchaser will be made available for review by the Seller at any time that such Eligible Platform Purchaser has made a Bid on an Offered Receivable. The relevant Purchaser Agreement will be available either on the Platform or by written request to Crowdz.
4.9 The Seller agrees that it will not offer any Receivable for purchase if:
(a) offering that Receivable for purchase would result in the Seller being in violation of any Applicable Law; or
(b) the Seller is in breach of any term of this Agreement or the Terms and Conditions.
4.10 The Seller makes each of the representations set out in Clause 15 (Representations and Warranties) on each date that it starts an Auction.
5 Smart Score
5.1 Crowdz may from time to time make a score (a Smart Score) available in respect of an Offered Receivable.
5.2 Any Smart Score made available by Crowdz in respect of an Offered Receivable will be based on publicly available data and on data gained from transactions conducted on the Platform, each in respect of the relevant Payer.
5.3 Crowdz does not undertake to provide a Smart Score for all Offered Receivables and Crowdz does not make or offer any representation, warranty, guarantee or assurance as to the accuracy or reliability of any Smart Score. Any Smart Score made available is for information purposes only and should be used by the Seller as it sees fit on a non-reliance basis and at the Seller’s own risk.
6 Bidding
6.1 An Eligible Platform Purchaser may, in its sole discretion, submit a Bid for any Offered Receivable. Any Bid made by an Eligible Platform Purchaser will constitute an irrevocable offer to purchase the relevant Offered Receivable until:
(a) that Eligible Platform Purchaser makes a higher Bid in respect of that Offered Receivable; or
(b) the relevant Auction is terminated in accordance with Clause 7 (Termination of Auctions).
6.2 The Seller will be able to see all Bids made by Eligible Platform Purchasers and the identity of each Eligible Platform Purchaser that has made a Bid in an Auction.
6.3 If an Eligible Platform Purchaser wants to make a Bid in an Auction, that Eligible Platform Purchaser must:
(a) make that Bid before the relevant Auction End Date; and
(b) include the following information in that Bid:
(i) the proposed Purchase Price for the Offered Receivable;
(i) its account details for receipt of any payments to be made by the Seller if the relevant Offered Receivable is sold to that Eligible Platform Purchaser; and
(ii) any other information required by Crowdz, whether via the Platform or otherwise, when making the Bid.
6.4 Any Bid made after the relevant Auction End Date will not be a valid Bid and shall not count for the purposes of that Auction.
7 Termination of Auctions
7.1 Subject to Clause 7.2, an Auction will terminate on the earlier to occur of:
(a) the date that the Seller notifies Crowdz in writing that the Auction has terminated;
(b) the acceptance by the Seller of a Bid in that Auction;
(c) the relevant Acceptance Cut-Off Date; and
(d) the termination of that Auction in accordance with Clause 18.3.
7.2 Crowdz reserves the right to terminate any Auction at any time. If Crowdz terminates an Auction, it will notify the Seller and the relevant Eligible Platform Purchaser(s) of that termination. If Crowdz terminates an Auction in accordance with this Clause 7.2, all Bids made in respect of that Auction will be revoked as of the time that Crowdz terminates that Auction.
8 Acceptance of Bids
8.1 The Seller can only accept one Bid for an Offered Receivable. The Seller may only accept a Bid that is made before the relevant Auction End Date.
8.2 The Seller is not obliged to accept any Bid and may accept a Bid in its sole discretion. The Seller may accept a Bid that is not the highest Bid in that Auction.
8.3 If the Seller wants to accept a Bid, it must accept that Bid on the Platform on or before the relevant Acceptance Cut-Off Date (and, for the avoidance of doubt, the Seller shall be entitled to accept a Bid before the Auction End Date). On acceptance of a Bid, the Platform will generate a notification to the relevant Eligible Platform Purchaser informing it that its Bid is the Accepted Bid.
8.4 An Eligible Platform Purchaser must pay the relevant Purchase Price set out in any Bid it has made that is an Accepted Bid in accordance with the terms of the Purchaser Agreement for that Eligible Platform Purchaser.
9 Rejection of Bids
9.1 If the Seller does not accept a Bid by the relevant Acceptance Cut-Off Date, the relevant Offered Receivable shall not be sold (such Offered Receivable being an Unsold Receivable) and all Bids for that Offered Receivable will be revoked.
9.2 Subject to the terms of this Agreement, the Seller shall have the right to start a new Auction for an Unsold Receivable.
9.3 The Seller acknowledges and agrees that any Receivable evidenced by an Invoice that has been uploaded to the Platform and which has not been sold pursuant to the terms of this Agreement prior to its Invoice Due Date must be settled with the relevant Payer outside of the Platform.
10 Transfer of Title
10.1 Immediately on receipt by the Seller of the Purchase Price for a Sold Receivable (the date of receipt being the Purchase Date), the Seller agrees it automatically assigns and will automatically assign all of its rights, title, benefits and interests in and to that Sold Receivable and the relevant Receivable Rights to the relevant Eligible Platform Purchaser, without the need for any further action to be taken by any person.
10.2 If any assignment under Clause 10.1 is not effective for any reason, the Seller will hold all its rights, title, benefits and interests in and to the relevant Sold Receivable and the relevant Receivable Rights on trust for the relevant Eligible Platform Purchaser.
10.3 Subject to Clause 10.4, each sale of an Offered Receivable will be on an undisclosed basis and neither the Seller nor the relevant Eligible Platform Purchaser will have the right or be obliged to deliver a Notice of Assignment for a Sold Receivable to the relevant Payer.
10.4 Following the occurrence of a Notification Event in respect of a Sold Receivable:
(a) the relevant Eligible Platform Purchaser has the right to deliver or instruct the Seller to deliver a Notice of Assignment to the relevant Payer in respect of that Sold Receivable; and
(b) the Seller must (at its own cost and expense) at the request of the relevant Eligible Platform Purchaser, provide all reasonable information in respect of the Sold Receivable to that Eligible Platform Purchaser.
10.5 Except as set out in Clause 10.4, the relevant Eligible Platform Purchaser is solely responsible for carrying out or satisfying any perfection steps or other formalities in connection with the assignment and transfer of title of any Sold Receivable and its enforceability against any person.
10.6 The Seller acknowledges and agrees that each sale of an Offered Receivable to an Eligible Platform Purchaser is intended to be a true sale and that no Eligible Platform Purchaser shall have any recourse to the Seller except as set in this Agreement.
11 Collection Agent
11.1 The Seller shall act as collection agent and trustee for the relevant Eligible Platform Purchaser in the administration, collection and receipt of each Sold Receivable and in that capacity the Seller undertakes:
(a) to ensure that the time, attention and levels of skill, care and diligence it devotes to the administration, collection and receipt of each Sold Receivable are at least the same as those it devotes to the administration, collection and receipt of receivables that the Seller holds for its own account;
(b) at its own expense, to use its reasonable endeavours to procure payment by the relevant Payer directly into the Collection Account (for instance, by instructing the relevant Payer to pay all Sold Receivables directly into the Collection Account) and on receipt to hold such moneys on trust for the relevant Eligible Platform Purchaser pending transfer to that Eligible Platform Purchaser;
(c) to promptly (and in any event within two (2) Business Days from receipt) pay any amount received by the Seller from a Payer in relation to a Sold Receivable to the relevant Eligible Platform Purchaser to the account stated by that Eligible Platform Purchaser in the relevant Accepted Bid in the currency of receipt; and
(d) to promptly notify the relevant Eligible Platform Purchaser if all or any part of a Sold Receivable is not paid in full by its Invoice Due Date.
11.2 Following the occurrence of a Collection Agency Termination Event in respect of a Sold Receivable, the relevant Eligible Platform Purchaser may terminate the appointment of the Seller as its collection agent for that Sold Receivable by giving written notice of such termination to the Seller. If the relevant Eligible Platform Purchase terminates the collection agency, the Seller undertakes, on and from termination of the collection agency:
(a) not to interfere with the administration or collection of the relevant Sold Receivable nor attempt to receive, nor itself collect from the relevant Payer, that Sold Receivable;
(b) if required, to confirm to the relevant Payer that the Sold Receivable has been sold to, and is payable to, the relevant Eligible Platform Purchaser; and
(c) that if it receives any amount relating to that Sold Receivable, it will promptly (and in any event within two (2) Business Days from receipt) pay that amount to the relevant Eligible Platform Purchaser to the account stated by that Eligible Platform Purchaser in the relevant Accepted Bid in the currency of receipt and it will hold that amount on trust for the relevant Eligible Platform Purchaser until such time as it is transferred to that Eligible Platform Purchaser.
12 Repurchase Events
12.1 If a Repurchase Event occurs in respect of a Sold Receivable, the relevant Eligible Platform Purchaser may require the Seller to repurchase any Sold Receivable that the Seller has sold to that Eligible Platform Purchaser by delivering to the Seller a written notice demanding repurchase. The Seller shall repurchase that Sold Receivable by paying the Repurchase Price to the account specified by the relevant Eligible Platform Purchaser in the written notice by no later than two Business Days after the date of such notice.
12.2 Immediately on the relevant Eligible Platform Purchaser’s receipt of the Repurchase Price for a Sold Receivable, all of the Eligible Platform Purchaser’s rights, title, benefits and interests in and to such Sold Receivable and the related Receivable Rights shall be automatically re-assigned to the Seller without the need for any further action to be taken by any person. At the time of any reassignment of a Sold Receivable to the Seller, the relevant Eligible Platform Purchaser shall be deemed to represent and warrant to the Seller that:
(a) it has not assigned, transferred or otherwise disposed of such Sold Receivable (other than to the Seller); and
(b) it has not encumbered such Sold Receivable.
12.3 The Seller shall not have any recourse to an Eligible Platform Purchaser in relation to the repurchase of any Sold Receivable save for any misrepresentation in respect of the representations set out in Clause 12.2. Promptly on the Seller’s written request, the relevant Eligible Platform Purchaser will notify the relevant Payer that the Sold Receivable has been reassigned to the Seller.
12.4 If an Eligible Platform Purchaser receives any amount relating to a Sold Receivable after it has been re-assigned to the Seller, that Eligible Platform Purchaser shall transfer that amount to the Seller in accordance with the terms of the Purchaser Agreement for that Eligible Platform Purchaser.
13 Fees
13.1 Crowdz has the right to charge fees for use of the Platform.
13.2 Crowdz will provide written notice of any applicable fees, including details of when such fees will arise, the amount of such fees and the times when the fees are payable.
13.3 Crowdz has the right to change any fees and/or the terms relating to any fees at any time by written notice to the Seller. Any changes will apply on and from the date stated in the relevant notice (the Fee Change Date) and will only apply prospectively (and, in particular, will not apply to any Auction started by the Seller prior to the Fee Change Date). By continuing to use the Platform after the Fee Change Date, the Seller will be deemed to have accepted and to be bound by the changes set out in the relevant notice.
13.4 The Seller agrees that it will pay any applicable fees when due by payment to the account notified by Crowdz to the Seller for this purpose from time to time.
14 Payment Mechanics
14.1 Any payment to be made by the Seller in accordance with this Agreement shall be made in freely available funds and without any withholding or deduction for or on account of tax and without (and free and clear of any deduction for) set-off or counterclaim.
14.2 If the Seller is required by any applicable law to make a withholding or deduction from any payment to be made to Crowdz or to any Eligible Platform Purchaser, the amount of the payment due from the Seller shall be increased to an amount which (after making the relevant withholding or deduction) leaves an amount equal to the payment which would have been due if no withholding or deduction had been required.
14.3 If the Seller fails to pay any amount payable by it under or in connection with this Agreement on its due date, interest shall accrue on the overdue amount from (and including) the due date up to the date of actual payment (both before and after judgment) at a rate of two per cent. (2%) per annum. Any interest accruing under this Clause 14 shall be immediately payable by the Seller on demand by Crowdz.
14.4 Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount applicable and will remain immediately due and payable.
14.5 Any interest, commission or fee accruing under this Agreement will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the market practice for the relevant currency of the overdue amount differs, in accordance with that market practice.
15 Representations and Warranties
15.1 The Seller represents and warrants, on the date of this Agreement that:
(a) it is duly incorporated and validly existing under the law of its jurisdiction of incorporation;
(b) it has the power to sue and be sued in its own name, to own its assets and to carry on its business as it is being conducted;
(c) the obligations expressed to be assumed by it in this Agreement constitute its legal, valid, binding and enforceable obligations;
(d) its electronic acceptance of this Agreement is effective as if signed under hand by the Seller and evidences its express intention to be bound by this Agreement;
(e) the entry into and performance by it of, and the transactions contemplated by, this Agreement, do not and will not conflict with:
(i) any Applicable Law;
(ii) its constitutional documents; or
(iii) any agreement or instrument binding upon it or any of its assets;
(f) it has the power and capacity to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Agreement and any transaction contemplated by this Agreement;
(g) all authorisations required or desirable to enable it lawfully to enter into, exercise its rights and comply with its obligations in this Agreement and to make this Agreement admissible in evidence in its jurisdiction of incorporation, have been obtained or effected and are in full force and effect;
(h) the choice of English law as the governing law of this Agreement, and any English court judgment in relation to this Agreement or any arbitral award obtained in relation to this Agreement in the relevant seat of that arbitral tribunal specified in this Agreement will be recognised and enforced in its jurisdiction of incorporation;
(i) it has obtained and complied with all licences, permissions, permits or other authorisations that are required to be obtained by it in order to perform its obligations under this Agreement;
(j) under the law of its jurisdiction of incorporation, it is not necessary that this Agreement be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to this Agreement or the transactions contemplated by this Agreement;
(k) any factual information provided by it for the purposes of this Agreement was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated;
(l) nothing has occurred or been omitted from this Agreement and no information has been given or withheld that results or would result in the information contained in this Agreement being untrue or misleading in any material respect;
(m) it is not Insolvent or subject to any Insolvency Proceedings;
(n) it has complied with, and is not in breach of, any Applicable Laws;
(o) it is not a Sanctioned Person and it has taken all reasonable steps to implement and maintain in effect policies and procedures designed to achieve compliance by it and its directors, officers and employees with all Anti-Corruption Laws and applicable Sanctions, and it and its directors, officers and employees are conducting their business in compliance with all Anti-Corruption Laws and applicable Sanctions;
(p) no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a material adverse effect has or have (to the best of its knowledge and belief) been started or threatened against it; and
(q) no judgment or order of a court, arbitral body or agency which might reasonably be expected to have a material adverse effect has (to the best of its knowledge and belief) been made against it.
15.2 The representations in Clause 15.1 are deemed to be made by the Seller on each:
(a) date that the Seller uploads an Invoice to the Platform;
(b) date that the Seller starts an Auction; and
(c) Purchase Date,
in each case by reference to the facts and circumstances then existing.
15.3 The Seller represents and warrants to each Eligible Platform Purchaser in relation to each Offered Receivable on the date the relevant Auction is started and on its Purchase Date (if it has one), that such Offered Receivable:
(a) constitutes a legal, valid and binding payment obligation of the relevant Payer, enforceable against that Payer in its jurisdiction of incorporation in accordance with its terms (except as such enforceability may be limited by any applicable insolvency, bankruptcy and other mandatory laws and principles of equity and similar laws affecting the rights of creditors generally) and no other step needs to be taken by any person to make that Offered Receivable payable by the relevant Payer;
(b) arises from the full performance by the Seller of its obligations under and in accordance with a Commercial Agreement; that:
(i) is in full force and effect;
(ii) has not been terminated, rescinded or revoked; and
(iii) has not been breached by the Seller or the relevant Payer;
(c) is payable on open account terms;
(d) is evidenced by an Invoice that, among other things, specifies the relevant Invoice Due Date and includes a clear instruction for payment of that Offered Receivable to be made to the Collection Account;
(e) is solely legally and beneficially owned by the Seller (as are the relevant Receivable Rights) and that is not subject to any security or encumbrance or any other rights or interests in favour of any third party;
(f) is freely assignable; and
(g) is not subject to any Dispute or any notification from the relevant Payer (whether oral or in writing) that such Offered Receivable will not or may not be paid in full on its Invoice Due Date.
16 Undertakings
The Seller undertakes:
(a) not to offer to sell any Offered Receivable to any person other than an Eligible Platform Purchaser;
(b) not to create or permit to subsist any security or encumbrance over any of the Seller’s right, title, benefit and interest in and to, any Offered Receivable and not to assign, transfer or otherwise deal with any of its rights in respect of any Offered Receivable other than in favour of the relevant Eligible Platform Purchaser;
(c) to maintain, retain and implement administrative and operating procedures and to retain and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Offered Receivables or Sold Receivables or in order to comply with all Applicable Laws;
(d) not to, and not to purport to, terminate, revoke or vary any term or condition of any Offered Receivable or any Sold Receivable (including the terms and conditions of the relevant Commercial Agreement);
(e) not to take any action which might in any way prejudice or limit an Eligible Platform Purchaser’s rights under or in respect of any Sold Receivable;
(f) to promptly provide the relevant Eligible Platform Purchaser with any information that it reasonably requests in relation to any Sold Receivable or the relevant Payer;
(g) to promptly (and in any event within one Business Day) notify the relevant Eligible Platform Purchaser of becoming aware of the occurrence of any of the following events or circumstances in respect of a Sold Receivable:
(i) a Repurchase Event or a Notification Event;
(ii) the relevant Payer being Insolvent;
(iii) the relevant Payer informing the Seller that all or any part of that Sold Receivable will not be, or is unlikely to be, paid on or before its Invoice Due Date or any event or circumstances occurs which the Seller considers makes it unlikely that a Sold Receivable will be paid in full on or before its Invoice Due Date; or
(iv) any of the Seller’s representations about a Sold Receivable being inaccurate or untrue when made or deemed to be made.
17 Crowdz
17.1 Without prejudice to Crowdz’s obligations under the Terms and Conditions, Crowdz shall:
(a) make available and administer the Platform;
(b) maintain a record of all transactions that occur on the Platform; and
(c) calculate fees owed to it by the Seller in respect of the purchase of any Offered Receivables by the Seller.
17.2 Crowdz shall be entitled to use any of its affiliates in connection with making available the Platform, facilitating any of the transactions contemplated by this Agreement, performing any of its obligations under or in connection with this Agreement. The Seller acknowledges that Crowdz or any of its affiliates may from time to time participate in transactions conducted on the Platform in the capacity of a Platform Purchaser.
17.3 Any affiliate falling within the scope of Clause 17.2, except for any affiliate acting as a Platform Purchaser, shall be entitled to rely on and enforce the terms of this Agreement as if any reference in this Agreement to “Crowdz” is a reference to that affiliate.
17.4 The Seller acknowledges and agrees that neither Crowdz nor any of its affiliates shall have any liability to the Seller or any other person for any actions taken or not taken by any other affiliate in the capacity of a Platform Purchaser.
17.5 Crowdz shall not be deemed to have knowledge of any Repurchase Event or of any breach of the Terms and Conditions or any Purchaser Agreement by any person unless it has received written notice of the occurrence of that Repurchase Event or that breach from the Seller, the relevant Purchaser or the relevant Payer.
18 Termination
18.1 Crowdz may terminate this Agreement at any time for any reason by providing the Purchaser with written notice of such termination. This Agreement shall terminate on the date specified in such notice or, if no termination date is specified, on the date of that notice.
18.2 The Seller may terminate this Agreement by giving written notice to Crowdz of such termination. This Agreement shall terminate on:
(a) the date specified in such notice provided such date is no earlier than the twentieth Business Day from and excluding the date of such notice; or
(b) if no date is specified or such date does not comply with paragraph (a) above, the twentieth Business Day from and excluding the date of such notice.
18.3 On and from the date that a termination notice is delivered in accordance with Clauses 18.1 or 18.2, the Seller will cease to be a Platform Seller and Crowdz shall have the right to limit the Seller’s access and use of the Platform. Any Auctions that have started but for which no Bid has been accepted before the relevant termination date will be terminated with immediate effect on the relevant termination date.
18.4 Notwithstanding the termination of this Agreement pursuant to Clauses 18.1 or 18.2, the provisions of this Agreement will continue in full force and effect with respect to:
(a) any Bid that was accepted prior to the relevant termination date;
(b) any Sold Receivable for which the relevant Eligible Platform Purchaser has not received all amounts owing to it in full; and
(c) any amounts payable by the Seller to Crowdz under or in connection with this Agreement.
19 Assignment and transfers
19.1 Crowdz shall be entitled to assign any of its rights or transfer any of its rights and obligations under this Agreement without the consent of the Seller.
19.2 The Seller may not assign its rights, transfer any of its rights and obligations or otherwise dispose of or encumber any of its rights and/or obligations under this Agreement (including any of its rights and obligations in respect of any Sold Receivable) without Crowdz’s prior written consent.
20 Indemnity
20.1 The Seller shall immediately on demand indemnify Crowdz and each Indemnified Person against any liability, damage, loss (whether direct or indirect and including any loss of profit, loss of reputation or loss of goodwill), cost and expense (including all interest, penalties and legal costs (calculated on a full indemnity basis)) suffered or incurred by Crowdz or that Indemnified Person as a result of any failure by the Seller to comply in full with this Agreement.
20.2 The indemnity in this Clause 20 shall apply regardless of whether the liability, damage, loss, cost or expense was foreseeable or known to the Seller.
20.3 The Seller shall have no obligation to indemnify Crowdz or any Indemnified Person (as applicable) under this Clause 20 if the liability, damage, loss, cost or expense was suffered or incurred solely and directly as a result of Crowdz’s or the relevant Indemnified Person’s (as applicable) gross negligence or wilful default.
21 Exclusion of liability
21.1 The Seller acknowledges and agrees that Crowdz does not make or give (and is not deemed to make or give) any representation, warranty, assurance or undertaking in relation to:
(a) the suitability of the Platform for use by the Seller and its satisfaction of any requirements the Seller may have;
(b) the use of the Platform by any other person;
(c) the compliance and performance by any other person with, and of, any of their obligations arising under or in connection with the use of the Platform and/or the transactions contemplated by this Agreement;
(d) the use by any person of any Confidential Information (subject to, in respect of Crowdz only, the terms of Clause 23 (Confidentiality));
(e) any Receivable or any Invoice;
(f) whether any information provided or made available by any person in relation to the Platform or any transaction contemplated by this Agreement is accurate, genuine, complete and does not omit any information that would affect the nature of the information provided or made available;
(g) whether any action taken by any person in relation to the Platform or any transaction contemplated by this Agreement has been duly authorised and is within the capacity and power of that person; or
(h) the legal, valid, binding and enforceable nature of this Agreement, any Purchaser Agreement, any Invoice, any Commercial Agreement or any other document relating to the Platform or any transaction contemplated by this Agreement.
21.2 Crowdz shall have no liability to the Seller for any liability, damage, loss, cost or expense suffered or incurred by the Seller arising out of or connected with any:
(a) unavailability of the Platform or any functionality of the Platform;
(b) errors, interruptions or delays in any systems, operations, communications, services or any other matter relating to or provided by the Platform;
(c) bugs, viruses, Trojan horses or any other malicious or harmful components on the Platform;
(d) restriction on the Seller access to, or use of, the Platform;
(e) failure by the Platform to meet the Seller’s needs or expectations;
(f) breach by any person of any provision of the Terms and Conditions or any Purchaser Agreement; or
(g) matters outside of Crowdz’s control (including any Force Majeure Event).
21.3 The exclusion of liability in this Clause 20 will not apply:
(a) to any liability, damage, loss, cost or expense suffered or incurred by the Seller solely and directly as a result of Crowdz’s fraud, gross negligence or wilful default; or
(b) to any liability, damage, loss, cost or expense that Crowdz is not entitled to exclude by any Applicable Law relevant to Crowdz.
21.4 The Seller agrees that:
(a) Crowdz shall in any event have no liability for:
(i) any indirect or consequential loss; or
(ii) any loss of profit, loss of reputation or loss of goodwill,
regardless of whether such loss was foreseeable or notified to Crowdz; and
(b) Crowdz’s aggregate liability to the Seller (whether in contract, tort or otherwise) will not exceed USD 5,000.
22 Communications
22.1 Any communication to be made under or in connection with this Agreement between the Parties shall be made in writing and, unless otherwise stated, may be made by letter, by email or, if available, via the Platform’s messaging system.
22.2 Each Party will within five (5) Business Days of this Agreement notify the other Party of its postal address and email address (and the department or officer, if any, for whose attention the communication is to be made) for any communication or document to be made or delivered under or in connection with this Agreement.
22.3 A Party may change its postal address or email address (or the department or officer for whose attention the communication is to be made) by not less than five (5) Business Days’ written notice to the other Party.
22.4 Any communication or document made or delivered by one Party to the other Party under or in connection with this Agreement will only be effective:
(a) if by way of letter, when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;
(b) if by way of email, when actually received (or made available) in readable form; or
(c) if by way of the Platform’s messaging system, when actually received (or made available) in readable form,
and, if a particular department or officer is specified as part of its address details provided in accordance with this Clause 22, if addressed to that department or officer.
22.5 Any communication or document to be made or delivered to Crowdz will be effective only when actually received by Crowdz and then only if it is expressly marked for the attention of the department or officer specified by Crowdz in accordance with this Clause 22.
22.6 Any communication or document which becomes effective, in accordance with Clause 22.4 above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.
22.7 Any communication to be made under or in connection with this Agreement or a Purchaser Agreement between the Seller and an Eligible Platform Purchaser shall be made in writing and, unless otherwise stated, must be made via the Platform’s communication system. Any communication or document made or delivered via the Platform’s messaging system will only be effective when actually received (or made available) in readable form.
22.8 Crowdz and any Eligible Platform Purchaser shall be entitled to rely on any communication sent (or purported to be sent) by the Seller, irrespective of any fraud or error contained in that communication or as to the identity of the sender. Crowdz and any Purchaser shall not be liable for any action taken or omitted in reliance of any communication reasonably believed to be made by the Seller.
23 Confidentiality
23.1 The Parties agree to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clauses 23.2 and 23.3, and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.
23.2 Each Party may disclose Confidential Information:
(a) to any of its affiliates and any of its or their officers, directors, employees, professional advisers, insurers, auditors and partners;
(b) to any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any Applicable Law; or
(c) to any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes,
provided that:
(i) any person to whom Confidential Information is disclosed in accordance with this Clause 23.2 is informed in writing of its confidential nature and that person agrees to treat such information as confidential on terms at least equivalent to this Clause 23.2 or is otherwise is subject to professional obligations to maintain the confidentiality of the Confidential Information (provided that there shall be no requirement to so inform in relation to paragraphs (b) and (c) above if, in the opinion of the disclosing person, it is not practicable so to do in the circumstances); and
(ii) any Confidential Disclosure is disclosed only to the extent that such person needs to know that Confidential Information in connection with this Platform and this Agreement (in relation to paragraph (a)) or to the extent required (in relation to paragraphs (b) and (c)).
23.3 Crowdz may additionally disclose Confidential Information to any person:
(a) who provides or may provide any goods or services to Crowdz in connection with the Platform or any transactions contemplated by this Agreement; or
(b) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under this Agreement and to any of that person’s affiliates and professional advisers,
provided that:
(i) any person to whom Confidential Information is disclosed in accordance with this Clause 23.3 is informed in writing of its confidential nature and that person agrees to treat such information as confidential on terms at least equivalent to this Clause 23.3 or is otherwise is subject to professional obligations to maintain the confidentiality of the Confidential Information; and
(ii) any Confidential Disclosure is disclosed only to the extent that such person needs to know that Confidential Information in connection with this Platform and the transactions contemplated by this Agreement.
24 Data protection
The Parties must comply with all applicable data protection and privacy laws (including, where applicable, the General Data Protection Regulation (EU) 2016/679) and the Data Protection Act 2018) in relation to the access and use of the Platform and the performance of any transactions contemplated by this Agreement.
25 Counterparts
This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
26 Amendments and waivers
Save where expressly stated in this Agreement, no provision of this Agreement may be amended or waived other than in writing signed by Crowdz and the Seller.
27 Entire Agreement
This Agreement and the Terms and Conditions sets out the entire agreement between the Parties and supersedes any previous agreement, whether express or implied, about the relationship between the Parties. If there is any inconsistency between the terms of this Agreement and the Terms and Conditions, the Terms and Conditions shall prevail.
28 Partial invalidity
If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
29 Remedies and waivers
No failure to exercise, nor any delay in exercising, by Crowdz of any right or remedy under this Agreement shall operate as a waiver of any such right or remedy or constitute an election to affirm this Agreement. No election to affirm this Agreement by Crowdz shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
30 Governing law and jurisdiction
30.1 This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
30.2 Crowdz and the Seller agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to any non-contractual obligation arising out of or in connection with this Agreement).
30.3 Crowdz and the Seller agree that the courts of England are the most appropriate and convenient courts to settle disputes and accordingly will not argue to the contrary.
30.4 Without prejudice to any other mode of service allowed under any relevant law, the Seller (unless the Seller is incorporated in England and Wales):
(a) undertakes to appoint within five (5) Business Days of the date of this Agreement an agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and
(b) agrees that failure by a process agent to notify the Seller of the process will not invalidate the proceedings concerned.
Each Party agrees to sign this Agreement by electronic signature (whatever form the electronic signature takes) and that this method of signature is as conclusive of that Party’s intention to be bound by this Agreement as if signed by each Party’s manuscript signature and the Seller’s electronic acceptance of this Agreement is effective as if signed under hand by the Seller and evidences its express intention to be bound by this Agreement.

UPDATED ON June 19, 2022

Funders (Purchasers)

Purchaser Agreement
This agreement is between:
(1)  The funder (purchaser)
(2) Agora Intelligence, Inc., dba Crowdz a California corporation incorporated in the United States of America with registered number C3673129 whose registered office is at 51 E. Campbell Avenue, Suite 125, Campbell, California 95008, United States (Crowdz),
(together the Parties).
Whereas
(A) Crowdz owns and operates an electronic platform for the sale and purchase of Receivables (the Platform).
(B) The Purchaser wishes to use the Platform to purchase Receivables from time to time.
It is agreed as follows
1 Definitions and interpretation
1.1 In this Agreement, the following definitions apply:
Acceptance Cut-Off Date means, in respect of an Auction, 5:30 PM (in the time zone in which the relevant Seller is incorporated) on the date falling two (2) Business Days from and excluding the relevant Auction End Date.
Accepted Bid means, in respect of an Offered Receivable, the Bid that the Seller accepts as the winning Bid for the purchase of that Offered Receivable in accordance with the terms of the relevant Seller Agreement.
Actual Value means, in respect of an Offered Receivable, its Face Value less the amount of any credit note, rebate or any other form of discount or reduction agreed or applied by the relevant Seller to that Offered Receivable prior to the start of the relevant Auction.
Applicable Law means, in respect of any person, any law, regulation, directive, decree, ordinance or any similar instrument or measure (including any Sanctions) that such person is required to comply with.
Auction means an auction for the sale and purchase of a Receivable conducted via the Platform.
Auction End Date means, in respect of an Auction, the latest time and date specified by the Seller by which a Bid can be made in that Auction.
Bid means a bid made by an Eligible Platform Purchaser via the Platform to purchase an Offered Receivable.
Business Day means any day (other than a Saturday or Sunday) on which banks are open for general business in London and, in relation to any:
(a) Auction, the jurisdiction of incorporation of the Seller who instigated that Auction;
(b) date for payment by the Purchaser, the jurisdiction of incorporation of the Purchaser; and
(c) date for payment or purchase of:
(i) a currency other than euro, the principal financial centre of the country of that currency; or
(ii) euro, any TARGET Day.
Collection Agency Termination Event has, in respect of a Sold Receivable, the meaning given to it in the Seller Agreement of the relevant Seller.
Commercial Agreement means a written agreement between a Seller and a Payer pursuant to which the Payer is obliged to pay for the sale of goods or provision of services by that Seller.
Confidential Information means all information relating to Crowdz, the Purchaser, any Seller or any Payer in whatever form (including any information given orally), including any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:
(a) is or becomes public information other than as a direct or indirect result of any breach by Crowdz, the Purchaser, a Seller or a Payer of Clause 20 (Confidentiality);
(b) is identified in writing at the time of delivery as non-confidential by the person delivering that information; or
(c) is known by the recipient before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by the recipient after that date from a person other than the person who delivered that information and who is, as far as that recipient is aware, unconnected with the person who delivered that information and which, in either case, as far as the recipient is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.
Dollars or USD means the lawful currency of the United States of America.
Eligible Invoice means an Invoice:
(a) that has been uploaded to the Platform by the relevant Seller;
(b) that has not been paid (whether in part or in full) by or on behalf of the relevant Payer; and
(c) whose Invoice Due Date has not occurred.
Eligible Platform Purchaser means, in respect of an Auction, a Platform Purchaser that the Seller has designated as entitled to make Bids in that Auction in accordance with Clause 3.1.
EUR or euro denotes the single currency of any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.
Face Value means, in respect of an Offered Receivable, the total amount (including any tax) payable by the relevant Payer in respect of that Offered Receivable as set out in the Invoice for that Offered Receivable.
Fee Change Date has the meaning given to it in Clause 11.2.
Force Majeure Event means any act of God or public enemy, hostilities, war (declared or undeclared), guerrilla activities, terrorist activities, act of sabotage, blockade, earthquake, flood, land slide, avalanche, tremor, ground movement, hurricane, storm, explosion, fire, labour disturbance, riot, insurrection, strike, civil commotion, epidemic, pandemic, act of government or its agencies or officers, power interruption, interference with transmissions or transmission failure or third party communications network failures.
GAAP means generally accepted accounting principles in the jurisdiction of incorporation of the Purchaser.
Indemnified Person means each of Crowdz’s:
(a) affiliates, directors, officers, employees or agents; and
(b) affiliates’ directors, officers, employees and agents.
Insolvency Proceedings means, in relation to any person, the commencement of any corporate action, legal proceedings or other procedure or step:
(a) the suspension of payments by it or a moratorium on any of its indebtedness, its winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise but not including on a solvent basis);
(b) a composition, compromise, assignment or arrangement with any of its creditors;
(c) the appointment of a trustee, liquidator, receiver, administrator, administrative receiver, compulsory or interim manager or other similar officer in respect of it or any of its assets (other than in connection with a solvent reorganisation); or
(d) the enforcement of any security or encumbrance over any of its assets,
or any analogous procedure or step in any applicable jurisdiction.
Insolvent means, in respect of any person, any of the following:
(a) it is unable, or admits or has admitted its inability, to pay its debts as they become due;
(b) it has suspended or threatened to suspend making payments on any of its debts;
(c) there are undischarged Insolvency Proceedings against it;
(d) the value of its assets is less than its liabilities (taking into account contingent and prospective liabilities), in each case as calculated in accordance with GAAP;
(e) a moratorium has been declared in respect of any of its indebtedness; or
(f) an enforcement of a non-appealable court judgment has not resulted in the full satisfaction of the due debt.
Invoice means, in respect of a Receivable, the invoice that evidences that Receivable.
Invoice Due Date means, for any Offered Receivable, the date by which the relevant Payer must pay that Offered Receivable as specified in the Invoice for that Offered Receivable.
Minimum Bid Amount means the minimum price at which the Seller is willing to sell an Offered Receivable.
Notice of Assignment has, in respect of a Sold Receivable, the meaning given to it in the Seller Agreement of the relevant Seller.
Notification Event has, in respect of a Sold Receivable, the meaning given to it in the Seller Agreement of the relevant Seller.
Offered Receivable means a Receivable that a Seller has offered for sale in an Auction in accordance with the terms of the relevant Seller Agreement.
Payer means, in respect of a Receivable, the person that has a payment obligation in respect of that Receivable.
Platform has the meaning given to it in Recital (A).
Platform Purchaser means a person who has been designated by Crowdz as being a “Platform Purchaser”.
Purchase Date has the meaning given to it in Clause 7.1.
Purchase Price means, for any Offered Receivable, the purchase price for that Offered Receivable as stated in the Accepted Bid for that Offered Receivable.
Receivable means an amount owed by a Payer to a Seller pursuant to the terms of a Commercial Agreement (as evidenced by an invoice).
Receivable Rights means, for an Offered Receivable, all rights, title, benefits and interests of the relevant Seller in that Offered Receivable, whether present or future, actual or contingent, proprietary, contractual or otherwise, including all:
(a) moneys owing to the relevant Seller in respect of principal, interest or otherwise;
(b) rights of the relevant Seller under or arising in connection with its Invoice or any terms of the Commercial Agreement, including rights to demand payment, be indemnified, or claim late payment interest and to enforce the terms governing that Offered Receivable and any related terms governing the Commercial Agreement; and
(c) remedies, including all claims for damages, indemnities or compensation for any breach of any term governing that Offered Receivable or any related term governing the Commercial Agreement.
Repurchase Event has, in respect of a Sold Receivable, the meaning given to it in the Seller Agreement of the relevant Seller.
Repurchase Price has, in respect of a Sold Receivable, the meaning given to it in the Seller Agreement of the relevant Seller.
Sanctioned Person means a person that is:
(a) listed on a Sanctions List, or directly or indirectly owned, or otherwise controlled (within the meaning and scope of the relevant Sanctions), by any one or more persons listed on a Sanctions List;
(b) located or resident in, or incorporated or organised under the laws of, any country or territory that is subject to country-wide or territory-wide Sanctions; or
(c) otherwise a subject of Sanctions.
Sanctions means any economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by any Sanctions Authority.
Sanctions Authority means:
(a) the United States government;
(b) the United Nations;
(c) the European Union;
(d) the United Kingdom; or
(e) the jurisdiction of incorporation of the Purchaser,
including the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the United States Department of State and Her Majesty’s Treasury (HMT).
Sanctions List means any of the lists of specifically designated nationals or designated persons or entities (or equivalent) held, maintained or administered by any Sanctions Authority, including:
(a) the Consolidated United Nations Security Council Sanctions List;
(b) the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC;
(c) the consolidated list of persons, groups or entities subject to European Union sanctions administered by the European External Action Service; and
(d) the Consolidated List of Financial Sanctions Target and Investment Ban List maintained by HMT,
each as amended, supplemented or substituted from time to time.
Seller means any person that has entered into a Seller Agreement with Crowdz and is designated as a “Platform Seller” by Crowdz.
Seller Agreement means, in respect of any Seller, the seller agreement between Crowdz and that Seller.
Sold Receivable means an Offered Receivable that has been sold to the Purchaser in accordance with the terms of this Agreement and the relevant Seller Agreement.
TARGET2 means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.
TARGET Day means any day on which TARGET2 is open for the settlement of payments in euro.
Terms and Conditions means, at any given time, the current terms and conditions of Crowdz governing (among other things) access to the Platform, as agreed (whether actually or deemed) by the Purchaser.

1.2 Unless a contrary indication appears, any reference to:
(a) the Purchaser, a Seller, Crowdz, or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and obligations (or both) under this Agreement;
(b) Clauses and Schedules are to be construed as references to the clauses of, and schedules to, this Agreement;
(c) including and in particular shall be deemed to be followed by the expression “(but not limited to)”;
(d) liabilities includes any obligation whether incurred as principal or as surety, whether or not in respect of indebtedness, whether present or future, actual or contingent and whether owed jointly or severally or in any other capacity;
(e) this Agreement, a Seller Agreement, the Terms and Conditions or any other agreement is a reference to this Agreement, that Seller Agreement, the Terms and Conditions and any other agreement as amended, novated, supplemented, extended or restated from time to time;
(f) the words other and otherwise shall not be construed as being limited by the context in which they appear or the words that precede them;
(g) any person includes one or more of that person’s assigns, transferees, successors in title, delegates, sub-delegates and appointees (in the case of a Party, in so far as such assigns, transferees, successors in title, delegates, sub-delegates and appointees are permitted) and any individual, firm, company, corporation, joint venture, body corporate, unincorporated body of persons, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality);
(h) the relevant Seller means, in respect of a Receivable, Offered Receivable or Sold Receivable, the Seller that owns, offers to sell or sold that Receivable, Offered Receivable or Sold Receivable (respectively); and
(i) a time of day is a reference to London time.
1.3 Clause headings are for ease of reference only.
1.4 Unless expressly provided to the contrary in this Agreement, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement. The Purchaser expressly acknowledges and agrees that:
(a) each Seller that has selected a Bid made by the Purchaser as being an Accepted Bid; and
(b) each Indemnified Person,
has the right to enforce or enjoy the benefit of any term of this Agreement.
2 Designation as a Platform Purchaser
2.1 Crowdz will notify the Purchaser in writing of any information that it requires the Purchaser to provide in order for the Purchaser to be designated as a Platform Purchaser.
2.2 If Crowdz is willing to designate the Purchaser as a Platform Purchaser, it will notify the Purchaser in writing that it is a Platform Purchaser and the Purchaser shall become and be a Platform Purchaser on and from the date of that notice.
2.3 For so long as the Purchaser is a Platform Purchaser, the Purchaser is authorised to access and use the Platform as a Platform Purchaser, and in particular to:
(a) view information relating to Offered Receivables;
(b) submit Bids to purchase Offered Receivables; and
(c) purchase Offered Receivables,
in each case to the extent that the Purchaser is an Eligible Platform Purchaser for the purposes of the relevant Auction.
3 Starting Auctions
3.1 A Seller may from time to time start an Auction for the sale of a Receivable that is evidenced by an Eligible Invoice. A Seller has no obligation to offer any Receivable for sale and a Seller is entitled, in its sole discretion, to restrict which Platform Purchasers are entitled to make bids in an Auction. If a Seller wants to restrict which Platform Purchasers are entitled to make a bid in an Auction started by that Seller, that Seller will indicate such restrictions when starting the Auction.
3.2 A Seller may only offer one Receivable for sale per Auction.
3.3 When starting an Auction, the relevant Seller shall provide the following information regarding the relevant Offered Receivable:
(a) its Face Value;
(b) its Actual Value;
(c) its governing law;
(d) its Invoice Due Date;
(e) its currency;
(f) the name, address and jurisdiction of incorporation of the relevant Payer;
(g) its Auction End Date;
(h) the Minimum Bid, if any; and
(i) any other information required by Crowdz, whether via the Platform or otherwise, from time to time.
3.4 A Seller shall also provide its account details for payment of the Purchase Price for the Offered Receivable at the time it starts the relevant Auction.
3.5 The relevant Seller may, in its sole discretion, elect to set a Minimum Bid Amount for the Offered Receivable in an Auction but the Seller is not obligated to do so. Any Minimum Bid Amount is for information purposes only and does not affect the Seller’s right to accept any Bid in its sole discretion.
3.6 The Seller Agreement for a Seller will be made available for review by the relevant Eligible Platform Purchasers at any time that such Seller has an Auction in progress that has not been terminated. The relevant Seller Agreement will be available either on the Platform or by written request to Crowdz.
4 Smart Score
4.1 Crowdz may from time to time make a score (a Smart Score) available in respect of an Offered Receivable.
4.2 Any Smart Score made available by Crowdz in respect of an Offered Receivable will be based on publicly available data and on data gained from transactions conducted on the Platform, each in respect of the relevant Payer.
4.3 Crowdz does not undertake to provide a Smart Score for all Offered Receivables and Crowdz does not make or offer any representation, warranty, guarantee or assurance as to the accuracy or reliability of any Smart Score. Any Smart Score made available is for information purposes only and should be used by the Purchaser as it sees fit on a non-reliance basis and at the Purchaser’s own risk.
5 Bidding
5.1 The Purchaser has the right, in its sole discretion, to submit a Bid for any Offered Receivable provided that the Purchaser is an Eligible Platform Purchaser for the purposes of that Auction.
5.2 If the Purchaser is an Eligible Platform Purchaser for an Auction, the Purchaser will be able to see on the Platform the highest Bid made in that Auction at any time but not the name of the Eligible Platform Purchaser that made that Bid.
5.3 If the Purchaser is an Eligible Platform Purchaser and wants to make a Bid in an Auction, the Purchaser must:
(a) make that Bid before the relevant Auction End Date; and
(b) include the following information in that Bid:
(i) the proposed Purchase Price for the Offered Receivable;
(ii) its account details for receipt of any payments to be made by the relevant Seller to the Purchaser if the Purchaser has made the Accepted Bid; and
(iii) any other information required by Crowdz, whether via the Platform or otherwise, when making the Bid.
5.4 The Purchaser acknowledges and agrees that each Bid that it makes will constitute an irrevocable offer to purchase the relevant Offered Receivable until:
(a) the Purchaser makes a higher Bid in respect of that Offered Receivable; or
(b) the relevant Auction is terminated in accordance with Clause 6 (Termination of Auctions).
5.5 The Purchaser agrees that it will not Bid for any Offered Receivable if:
(a) it is unable to, or would not be able to, pay the proposed Purchase Price for such Offered Receivable on the due date for payment;
(b) bidding for such Offered Receivable would result in the Purchaser being in violation of any Applicable Law; or
(c) the Purchaser is in breach of any term of this Agreement or the Terms and Conditions.
5.6 Any Bid made after the relevant Auction End Date will not be a valid Bid and shall not count for the purposes of that Auction.
5.7 The Purchaser represents and warrants to Crowdz that it will at all times make its own independent investigation and assessment of:
(a) the financial condition, creditworthiness, status and affairs of the relevant Payer of an Offered Receivable and the relevant Seller and of other relevant factors for the assessment of the credit risk of an Offered Receivable; and
(b) the legal, valid, binding and enforceable nature of this Agreement, the Terms and Conditions and the relevant Seller Agreement,
and the Purchaser confirms that it has not relied on any statement, representation, warranty, guarantee, assurance, information or otherwise from Crowdz for the making of such assessment.
6 Termination of Auctions
6.1 Subject to Clause 6.2, an Auction will terminate on the earlier to occur of:
(a) the date that the relevant Seller notifies Crowdz in writing that the Auction has terminated;
(b) the acceptance by the relevant Seller of a Bid made by an Eligible Platform Purchaser in that Auction;
(c) the relevant Acceptance Cut-Off Date; and
(d) the termination of that Auction in accordance with Clause 15.3.
6.2 Crowdz reserves the right to terminate any Auction at any time. If Crowdz terminates an Auction, it will notify the relevant Seller and the Eligible Platform Purchaser(s) of that termination.
6.3 If Crowdz terminates an Auction in accordance with Clause 6.2, all Bids (other than a Bid that has been accepted in accordance with the relevant Seller Agreement) are automatically revoked with immediate effect as of the time that the relevant Auction is terminated.
7 Acceptance of Bids
7.1 The relevant Seller can only accept one Bid for an Offered Receivable.
7.2 Acceptance of a Bid is at the discretion of the relevant Seller and no Seller is obliged to accept any Bid. In particular, the relevant Seller may accept a Bid that is not the highest Bid in that Auction.
7.3 If a Seller wants to accept a Bid, it must accept that Bid on the Platform on or before the relevant Acceptance Cut-Off Date (and, for the avoidance of doubt, the Seller shall be entitled to accept a Bid before the Auction End Date). On acceptance of a Bid, the Platform will generate a notification to the relevant Eligible Platform Purchaser informing it that its Bid is the Accepted Bid.
7.4 If the Purchaser is notified that its Bid is the Accepted Bid, the Purchaser must pay the relevant Purchase Price to the relevant Seller by no later than the next Business Day after the date of that notification. The Purchase Price must be paid to the account specified by the relevant Seller when starting the relevant Auction.
8 Transfer of Title
8.1 If the Purchaser has made the Accepted Bid, immediately on receipt by the relevant Seller of the Purchase Price for that Sold Receivable (the date of receipt being the Purchase Date), the relevant Seller automatically assigns and will automatically assign all of its rights, title, benefits and interests in and to that Sold Receivable and the relevant Receivable Rights to the Purchaser, without the need for any further action to be taken by any person.
8.2 If any assignment under Clause 8.1 is not effective for any reason, the relevant Seller will hold all its rights, title, benefits and interests in and to the relevant Sold Receivable and the relevant Receivable Rights on trust for the Purchaser.
8.3 Subject to Clause 8.4, the Purchaser acknowledges and agrees that any purchase of an Offered Receivable will be on an undisclosed basis and the Purchaser will not deliver, and will not require the relevant Seller to deliver, a Notice of Assignment for a Sold Receivable to the relevant Payer.

8.4 Following the occurrence of a Notification Event in respect of a Sold Receivable:
(a) the Purchaser has the right to deliver or instruct the Seller to deliver a Notice of Assignment to the relevant Payer in respect of that Sold Receivable; and
(b) the Seller must (at its own cost and expense) at the request of the Purchaser, provide all reasonable information in respect of the Sold Receivable to the Purchaser.
8.5 The Purchaser acknowledges and agrees that it is solely responsible for carrying out or satisfying any perfection steps or other formalities in connection with the assignment and transfer of title of any Sold Receivable and its enforceability against any person.
8.6 The Purchaser acknowledges and agrees that each sale of an Offered Receivable by a Seller to the Purchaser is intended to be a true sale and the Purchaser shall have no recourse to a Seller except as set out in Clause 10 (Repurchase Events) or in the Seller Agreement of the relevant Seller.
9 Collection of Sold Receivables
9.1 The Purchaser appoints the relevant Seller of a Sold Receivable to act as the Purchaser’s collection agent in respect of that Sold Receivable on the terms set out in the relevant Seller Agreement.
9.2 The Purchaser may not terminate the relevant Seller’s appointment as collection agent for a Sold Receivable unless a Collection Agency Termination Event has occurred. If a Collection Agency Termination Event occurs in respect of a Sold Receivable, the Purchaser may terminate the relevant Seller’s appointment as collection agent by written notice to that Seller.
9.3 If the Purchaser terminates a Seller’s appointment as collection agent for a Sold Receivable, the Purchaser will be responsible for collecting that Sold Receivable and may take or refrain from taking such action as it sees fit.
10 Repurchase Events
10.1 If a Repurchase Event occurs in respect of a Sold Receivable, the Purchaser has the right to require the relevant Seller to repurchase that Sold Receivable by delivering to that Seller a written notice demanding repurchase. A written notice demanding repurchase must include the Purchaser’s account details for payment by the relevant Seller of the Repurchase Price.
10.2 A Seller shall pay the relevant Repurchase Price to the Purchaser in accordance with the terms of the relevant Seller Agreement.
10.3 Immediately on the Purchaser’s receipt of the Repurchase Price for a Sold Receivable, all of the Purchaser’s rights, title, benefits and interests in and to such Sold Receivable and the related Receivable Rights shall be automatically re-assigned to the relevant Seller without the need for any further action to be taken by any person. At the time of any reassignment of a Sold Receivable to the relevant Seller, the Purchaser shall be deemed to represent and warrant to the relevant Seller that:
(a) it has not assigned, transferred or otherwise disposed of such Sold Receivable (other than to the relevant Seller); and
(b) it has not encumbered such Sold Receivable.
10.4 A Seller shall not have any recourse to the Purchaser in relation to the repurchase of any Sold Receivable save for any misrepresentation in respect of the representations set out in Clause 10.3. Promptly on the relevant Seller’s written request, the Purchaser will notify the relevant Payer that the Sold Receivable has been re-assigned to the relevant Seller. If the Purchaser receives any amount relating to a Sold Receivable after it has been reassigned to the relevant Seller, the Purchaser shall hold that amount on trust for the Seller and shall within two (2) Business Days of receipt pay to the relevant Seller an amount equal to the amount received by the Purchaser in relation to the Sold Receivable.
11 Fees
11.1 Crowdz has the right to charge fees for use of the Platform.
11.2 Crowdz will provide written notice of any applicable fees, including details of when such fees will arise, the amount of such fees and the times when the fees are payable.
11.3 Crowdz has the right to change any fees and/or the terms relating to any fees at any time by written notice to the Purchaser. Any changes will apply on and from the date stated in the relevant notice (the Fee Change Date) and will only apply prospectively (and, in particular, will not apply to any Bid made by the Purchaser prior to the Fee Change Date). By continuing to use the Platform after the Fee Change Date, the Purchaser will be deemed to have accepted and to be bound by the changes set out in the relevant notice.
11.4 The Purchaser agrees that it will pay any applicable fees when due by payment to the account notified by Crowdz to the Purchaser for this purpose from time to time.
12 Payment Mechanics
12.1 Any payment to be made by the Purchaser in accordance with this Agreement shall be made in freely available funds and without any withholding or deduction for or on account of tax and without (and free and clear of any deduction for) set-off or counterclaim.
12.2 If the Purchaser is required by any applicable law to make a withholding or deduction from any payment to be made to Crowdz or to any Seller, the amount of the payment due from the Purchaser shall be increased to an amount which (after making the relevant withholding or deduction) leaves an amount equal to the payment which would have been due if no withholding or deduction had been required.
12.3 If the Purchaser fails to pay any amount payable by it under or in connection with this Agreement on its due date, interest shall accrue on the overdue amount from (and including) the due date up to the date of actual payment (both before and after judgment) at a rate of two per cent. (2%) per annum. Any interest accruing under this Clause 12 shall be immediately payable by the Purchaser on demand by Crowdz.
12.4 Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount applicable and will remain immediately due and payable.
12.5 Any interest, commission or fee accruing under this Agreement will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the market practice for the relevant currency of the overdue amount differs, in accordance with that market practice.
13 Representations and Warranties
13.1 The Purchaser represents and warrants, on the date of this Agreement that:
(a) it is duly incorporated and validly existing under the law of its jurisdiction of incorporation;
(b) it has the power to sue and be sued in its own name, to own its assets and to carry on its business as it is being conducted;
(c) the obligations expressed to be assumed by it in this Agreement constitute its legal, valid, binding and enforceable obligations;
(d) its electronic acceptance of this Agreement is effective as if signed under hand by the Purchaser and evidences its express intention to be bound by this Agreement;
(e) the entry into and performance by it of, and the transactions contemplated by, this Agreement, do not and will not conflict with:
(i) any Applicable Law;
(ii) its constitutional documents; or
(iii) any agreement or instrument binding upon it or any of its assets;
(f) it has the power and capacity to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Agreement and any transaction contemplated by this Agreement;
(g) all authorisations required or desirable to enable it lawfully to enter into, exercise its rights and comply with its obligations in this Agreement and to make this Agreement admissible in evidence in its jurisdiction of incorporation, have been obtained or effected and are in full force and effect;
(h) the choice of English law as the governing law of this Agreement, and any English court judgment in relation to this Agreement or any arbitral award obtained in relation to this Agreement in the relevant seat of that arbitral tribunal specified in this Agreement will be recognised and enforced in its jurisdiction of incorporation;
(i) it has obtained and complied with all licences, permissions, permits or other authorisations that are required to be obtained by it in order to perform its obligations under this Agreement;
(j) under the law of its jurisdiction of incorporation, it is not necessary that this Agreement be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to this Agreement or the transactions contemplated by this Agreement;
(k) any factual information provided by it for the purposes of this Agreement was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated;
(l) nothing has occurred or been omitted from this Agreement and no information has been given or withheld that results or would result in the information contained in this Agreement being untrue or misleading in any material respect;
(m) it is not Insolvent or subject to any Insolvency Proceedings;
(n) it has complied with, and is not in breach of, any Applicable Laws;
(o) it is not a Sanctioned Person and it has taken all reasonable steps to implement and maintain in effect policies and procedures designed to achieve compliance by it and its directors, officers and employees with all Anti-Corruption Laws and applicable Sanctions, and it and its directors, officers and employees are conducting their business in compliance with all Anti-Corruption Laws and applicable Sanctions;
(p) no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a material adverse effect has or have (to the best of its knowledge and belief) been started or threatened against it; and
(q) no judgment or order of a court, arbitral body or agency which might reasonably be expected to have a material adverse effect has (to the best of its knowledge and belief) been made against it.
13.2 The representations in Clause 13.1 are deemed to be made by the Purchaser on each:
(a) date that the Purchaser makes a Bid; and
(b) Purchase Date,
in each case by reference to the facts and circumstances then existing.
14 Crowdz
14.1 Without prejudice to Crowdz’s obligations under the Terms and Conditions, Crowdz shall:
(a) make available and administer the Platform;
(b) maintain a record of all transactions that occur on the Platform; and
(c) calculate fees owed to it by the Purchaser in respect of the purchase of any Offered Receivables by the Purchaser.
14.2 Crowdz shall be entitled to use any of its affiliates in connection with making available the Platform, facilitating any of the transactions contemplated by this Agreement, performing any of its obligations under or in connection with this Agreement.
14.3 Any affiliate falling within the scope of Clause 14.2 shall be entitled to rely on and enforce the terms of this Agreement as if any reference in this Agreement to “Crowdz” is a reference to that affiliate.
14.4 Crowdz shall not be deemed to have knowledge of any Repurchase Event or of any breach of the Terms and Conditions or any Seller Agreement by any person unless it has received written notice of the occurrence of that Repurchase Event or that breach from the Purchaser, the relevant Seller or the relevant Payer.
15 Termination
15.1 Crowdz may terminate this Agreement at any time for any reason by providing the Purchaser with written notice of such termination. This Agreement shall terminate on the date specified in such notice or, if no termination date is specified, on the date of that notice.
15.2 The Purchaser may terminate this Agreement by giving written notice to Crowdz of such termination. This Agreement shall terminate on:
(a) the date specified in such notice provided such date is no earlier than the twentieth Business Day from and excluding the date of such notice; or
(b) if no date is specified or such date does not comply with paragraph (a) above, the twentieth Business Day from and excluding the date of such notice.
15.3 On and from the date that a termination notice is delivered in accordance with Clauses 15.1 or 15.2, the Purchaser will cease to be a Platform Purchaser and Crowdz shall have the right to limit the Purchaser’s access to and use of the Platform. Any Bids made by the Purchaser prior to the termination date that have not been rejected or accepted will be treated as having been revoked on the relevant termination date.
15.4 Notwithstanding the termination of this Agreement pursuant to Clause 15.1 or Clause 15.2, the provisions of this Agreement will continue in full force and effect with respect to:
(a) any Bid that was accepted prior to the relevant termination date;
(b) any Sold Receivable for which the Purchaser has not received all amounts owing to the Purchaser in full; and
(c) any amounts payable by it to Crowdz under or in connection with this Agreement.
16 Assignment and transfers
16.1 Crowdz shall be entitled to assign any of its rights or transfer any of its rights and obligations under this Agreement without the consent of the Purchaser.
16.2 The Purchaser may not assign its rights, transfer any of its rights and obligations or otherwise dispose of or encumber any of its rights and/or obligations under this Agreement (including any of its rights and obligations in respect of any Sold Receivable) without Crowdz’s prior written consent.
17 Indemnity
17.1 The Purchaser shall immediately on demand indemnify Crowdz and each Indemnified Person against any liability, damage, loss (whether direct or indirect and including any loss of profit, loss of reputation or loss of goodwill), cost and expense (including all interest, penalties and legal costs (calculated on a full indemnity basis)) suffered or incurred by Crowdz or that Indemnified Person as a result of any failure by the Purchaser to comply in full with this Agreement.
17.2 The indemnity in this Clause 17 shall apply regardless of whether the liability, damage, loss, cost or expense was foreseeable or known to the Purchaser.
17.3 The Purchaser shall have no obligation to indemnify Crowdz or any Indemnified Person (as applicable) under this Clause 17 if the liability, damage, loss, cost or expense was suffered or incurred solely and directly as a result of Crowdz’s or the relevant Indemnified Person’s (as applicable) gross negligence or wilful default.
18 Exclusion of liability
18.1 The Purchaser acknowledges and agrees that Crowdz does not make or give (and is not deemed to make or give) any representation, warranty, assurance, guarantee or undertaking in relation to:
(a) the suitability of the Platform for use by the Purchaser and its satisfaction of any requirements the Purchaser may have;
(b) the use of the Platform by any other person;
(c) the compliance and performance by any other person with, and of, any of their obligations arising under or in connection with the use of the Platform and/or the transactions contemplated by this Agreement;
(d) the use by any person of any Confidential Information (subject to, in respect of Crowdz only, Clause 20 (Confidentiality);
(e) any Receivable or any Invoice;
(f) whether any information provided or made available by any person in relation to the Platform or any transaction contemplated by this Agreement is accurate, genuine, complete and does not omit any information that would affect the nature of the information provided or made available;
(g) whether any action taken by any person in relation to the Platform or any transaction contemplated by this Agreement has been duly authorised and is within the capacity and power of that person; or
(h) the legal, valid, binding and enforceable nature of this Agreement, any Seller Agreement, any Invoice, any Commercial Agreement or any other document relating to the Platform or any transaction contemplated by this Agreement.
18.2 Crowdz shall have no liability to the Purchaser for any liability, damage, loss, cost or expense suffered or incurred by the Purchaser arising out of or connected with any:
(a) unavailability of the Platform or any functionality of the Platform;
(b) errors, interruptions or delays in any systems, operations, communications, services or any other matter relating to or provided by the Platform;
(c) bugs, viruses, Trojan horses or any other malicious or harmful components on the Platform;
(d) restriction on the Purchaser’s access to, or use of, the Platform;
(e) failure by the Platform to meet the Purchaser’s needs or expectations;
(f) breach by any person of any provision of the Terms and Conditions or any Seller Agreement; or
(g) matters outside of Crowdz’s control (including any Force Majeure Event).
18.3 The exclusion of liability in this Clause 18 will not apply:
(a) to any liability, damage, loss, cost or expense suffered or incurred by the Purchaser solely and directly as a result of Crowdz’s fraud, gross negligence or wilful default; or
(b) to any liability, damage, loss, cost or expense that Crowdz is not entitled to exclude by any Applicable Law relevant to Crowdz.
18.4 The Purchaser agrees that:
(a) Crowdz shall in any event have no liability for:
(i) any indirect or consequential loss; or
(ii) any loss of profit, loss of reputation or loss of goodwill,
regardless of whether such loss was foreseeable or notified to Crowdz; and
(b) Crowdz’s aggregate liability to the Purchaser (whether in contract, tort or otherwise) will not exceed USD 5,000.
19 Communications
19.1 Any communication to be made under or in connection with this Agreement between the Parties shall be made in writing and, unless otherwise stated, may be made by letter, by email or, if available, via the Platform’s messaging system.
19.2 Each Party will within five (5) Business Days of this Agreement notify the other Party of its postal address and email address (and the department or officer, if any, for whose attention the communication is to be made) for any communication or document to be made or delivered under or in connection with this Agreement.
19.3 A Party may change its postal address or email address (or the department or officer for whose attention the communication is to be made) by not less than five (5) Business Days’ written notice to the other Party.
19.4 Any communication or document made or delivered by one Party to the other Party under or in connection with this Agreement will only be effective:
(a) if by way of letter, when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;
(b) if by way of email, when actually received (or made available) in readable form; or
(c) if by way of the Platform’s messaging system, when actually received (or made available) in readable form,
and, if a particular department or officer is specified as part of its address details provided in accordance with this Clause 19, if addressed to that department or officer.
19.5 Any communication or document to be made or delivered to Crowdz will be effective only when actually received by Crowdz and then only if it is expressly marked for the attention of the department or officer specified by Crowdz in accordance with this Clause 19.
19.6 Any communication or document which becomes effective, in accordance with Clause 19.4 above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.
19.7 Any communication to be made under or in connection with this Agreement or a Seller Agreement between a Seller and the Purchaser shall be made in writing and, unless otherwise stated, must be made via the Platform’s communication system. Any communication or document made or delivered via the Platform’s messaging system will only be effective when actually received (or made available) in readable form.
19.8 Crowdz and any Seller shall be entitled to rely on any communication sent (or purported to be sent) by the Purchaser, irrespective of any fraud or error contained in that communication or as to the identity of the sender. Crowdz and any Seller shall not be liable for any action taken or omitted in reliance of any communication reasonably believed to be made by the Purchaser.
20 Confidentiality
20.1 The Parties agree to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clauses 20.2 and 20.3, and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.
20.2 Each Party may disclose Confidential Information:
(a) to any of its affiliates and any of its or their officers, directors, employees, professional advisers, insurers, auditors and partners;
(b) to any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any Applicable Law; or
(c) to any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes,
provided that:
(i) any person to whom Confidential Information is disclosed in accordance with this Clause 20.2 is informed in writing of its confidential nature and that person agrees to treat such information as confidential on terms at least equivalent to this Clause 20 or is otherwise is subject to professional obligations to maintain the confidentiality of the Confidential Information (provided that there shall be no requirement to so inform in relation to paragraphs (b) and (c) above if, in the opinion of the disclosing person, it is not practicable so to do in the circumstances); and
(ii) any Confidential Disclosure is disclosed only to the extent that such person needs to know that Confidential Information in connection with this Platform and this Agreement (in relation to paragraph (a)) or to the extent required (in relation to paragraphs (b) and (c)).

20.3 Crowdz may additionally disclose Confidential Information to any person:
(a) who provides or may provide any goods or services to Crowdz in connection with the Platform or any transactions contemplated by this Agreement; or
(b) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under this Agreement and to any of that person’s affiliates and professional advisers,
provided that:
(i) any person to whom Confidential Information is disclosed in accordance with this Clause 20.3 is informed in writing of its confidential nature and that person agrees to treat such information as confidential on terms at least equivalent to this Clause 20 or is otherwise is subject to professional obligations to maintain the confidentiality of the Confidential Information; and
(ii) any Confidential Disclosure is disclosed only to the extent that such person needs to know that Confidential Information in connection with this Platform and the transactions contemplated by this Agreement.
21 Data protection
The Parties must comply with all applicable data protection and privacy laws (including, where applicable, the General Data Protection Regulation (EU) 2016/679) and the Data Protection Act 2018) in relation to the access and use of the Platform and the performance of any transactions contemplated by this Agreement.
22 Counterparts
This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
23 Amendments and waivers
Save where expressly stated in this Agreement, no provision of this Agreement may be amended or waived other than in writing signed by Crowdz and the Purchaser.
24 Entire Agreement
This Agreement and the Terms and Conditions sets out the entire agreement between the Parties and supersedes any previous agreement, whether express or implied, about the relationship between the Parties. If there is any inconsistency between the terms of this Agreement and the Terms and Conditions, the Terms and Conditions shall prevail.
25 Partial invalidity
If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
26 Remedies and waivers
No failure to exercise, nor any delay in exercising, by Crowdz of any right or remedy under this Agreement shall operate as a waiver of any such right or remedy or constitute an election to affirm this Agreement. No election to affirm this Agreement by Crowdz shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
27 Governing law and jurisdiction
27.1 This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
27.2 Crowdz and the Purchaser agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to any non-contractual obligation arising out of or in connection with this Agreement).
27.3 Crowdz and the Purchaser agree that the courts of England are the most appropriate and convenient courts to settle disputes and accordingly will not argue to the contrary.
27.4 Without prejudice to any other mode of service allowed under any relevant law, the Purchaser (unless the Purchaser is incorporated in England and Wales):
(a) undertakes to appoint within five (5) Business Days of the date of this Agreement an agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and
(b) agrees that failure by a process agent to notify the Purchaser of the process will not invalidate the proceedings concerned.

Each Party agrees to sign this Agreement by electronic signature (whatever form the electronic signature takes) and that this method of signature is as conclusive of that Party’s intention to be bound by this Agreement as if signed by each Party’s manuscript signature and the Seller’s electronic acceptance of this Agreement is effective as if signed under hand by the Seller and evidences its express intention to be bound by this Agreement.

UPDATED ON APRIL 22, 2020

 

Privacy Policy

CROWDZ MADE THIS FOR YOU. PLEASE NOTICE WHAT IT SAYS.

PRIVACY STATEMENT

This page is a letter to you from us, the team at Crowdz. It is written in plain language to be readable even if you are not a lawyer. It is called a “notice” because you are intended to notice what it says. By giving Crowdz information, whether through the Crowdz web page, software, or app, you are consenting to let Crowdz use that information sensibly and responsibly in connection with your relationship to Crowdz. That may seem obvious, but for good reasons, we want you to be aware.

You are entitled to have notice from companies about how the companies interact with your information and protect your privacy. Companies like ours use information like yours, daily, to do a job. We agree with the activists and regulators who decided that companies should notify individuals like you about how your information is gathered and treated.

Note: this notice will be revised from time to time.

WHO IS CROWDZ?

Crowdz is our company’s nickname. So that is what you call it: Crowdz. But its full given name is Agora Intelligence, Inc. dba Crowdz. (The “dba” bit just means the company is “doing business as” Crowdz. You know that one friend who always goes by their middle name? It is like that.)

Crowdz is a Silicon Valley, California startup, located at 51 E. Campbell Avenue, Suite 125, Campbell, California, in the U.S.A. It is a software company. It partners with other companies. Those partnerships help Crowdz’ software to do the thing it does, which we call the Crowdz Service.

WHY SHOULD I TAKE NOTICE?

Just like you do, we (the private individuals who make up the Crowdz team) sometimes wonder or forget how some random company got our name, personal email, or phone number. Crowdz does not want to be that company. So this page is meant to help you know what is going on. Because some companies benefit from incomplete transparency, the people trying to improve things now require companies like Crowdz to inform you (in a way that is likely to inform you) about how we use your information. If you are unlikely to notice what this says, then this is an ineffective notice.

WHO, ME?

Yes, you. If you are an individual natural person, that means you are more valuable than money, laws, or companies. So you have rights. (If you are a robot, skip this part. If you are unsure whether you are a robot, there is probably a captcha for that.)

WHAT IS MEANT BY “MY INFORMATION”?

When Crowdz says “your information,” we are referring to “Personal Information.” (For short, say “PI.” Some call it “Personally Identifiable Information,” or “PII”). PI is legalese for any information that could be used to personally identify the individual, i.e., you. Any PI is important for your privacy. You deserve to know what Crowdz might collect, why, and the basis on which Crowdz justifies keeping it and using it.

WHEN AND FROM WHERE DOES CROWDZ GET MY INFORMATION?

If you interact with Crowdz, Crowdz almost certainly has some information from and about that interaction. If you are reading this, you probably interacted with Crowdz in one of a few ways, maybe in a professional capacity. For instance, if you exchanged business cards with a Crowdz team member at a conference, we almost certainly entered the information you gave us into our customer relations management (“CRM”) software. Otherwise, you may have interacted with us through electronic means: by visiting or using one of our web pages, by visiting another company’s webpage that says “powered by Crowdz,” by directly using our app, or by electronically contacting us, such as by email.

IF YOU GAVE INFORMATION DIRECTLY, OFFLINE, IN-PERSON, OR BY MESSAGE

If a Crowdz team member received your information offline, such as in person, their procedure is to enter the information in the CRM, so we do not forget about you. In keeping with all the latest standards designed to protect your privacy, Crowdz made it impossible for its team members to save your information until they have included a note about how they received your information, and why we have the information. For instance, it might say “business card given at a conference, requested a demo.”

If you have a Crowdz team member’s contact information, such as a cell phone number or email address, PLEASE DO NOT directly message (e.g., text, email, “DM”, etc.) or tell sensitive information to Crowdz team members, no matter how excited you are to begin using the Crowdz service. Please do not send credit card information, bank or other financial account information, personal identification, tax or other government identification numbers, birthdates, or other such sensitive information directly to a Crowdz team member. Crowdz appreciates your enthusiasm and trust. One of the ways we protect you is by communicating through the proper channels, and building procedures that remove as much error as possible from the way we manage your information.

IF YOU VISITED CROWDZ ONLINE

Online web site visitors can be identified by their IP address. Collection of IP addresses is standard practice, and facilitates normal online management functions. Crowdz may also ascertain your location by your IP address.

Cookies, explained below, are the normal way that all your favorite websites interact with you. They make your life more convenient. They make your favorite companies better by allowing those companies to understand how people like you prefer to interact with their company web pages and products. Crowdz operates similarly.

On Crowdz web page(s), Crowdz currently uses only cookies from Google and Facebook. (If you use a browser that tracks cookies, you will see one from Facebook and four from Google: two YouTube and two from doubleclick.net, which is associated with Google Ads.) So if you visit our website, we will receive some of the information their cookies gather. Most information gathered is rather impersonal. But since some of it might be used to figure out who you are, we take precautions to treat it as PI.

Google says “A cookie is a small piece of text sent to your browser by a website you visit. It helps the website to remember information about your visit, like your preferred language and other settings. That can make your next visit easier and the site more useful to you. Cookies play an important role. Without them, using the web would be a much more frustrating experience.” Google says it uses cookies “for many purposes. We use them, for example, to remember your safe search preferences, to make the ads you see more relevant to you, to count how many visitors we receive to a page, to help you sign up for our services, to protect your data, or to remember your ad settings.” It explains more at the following address, which also has a link to their privacy policy. https://policies.google.com/technologies/cookies

Facebook’s cookie policy explains that “Cookies are small pieces of text used to store information on web browsers. Cookies are used to store and receive identifiers and other information on computers, phones, and other devices. Other technologies, including data we store on your web browser or device, identifiers associated with your device, and other software, are used for similar purposes.” They explain that they use such technologies “if you visit other websites and apps that use the Facebook Products (including the Like button or other Facebook Technologies). Cookies enable Facebook to offer the Facebook Products to you and to understand the information we receive about you, including information about your use of other websites and apps, whether or not you are registered or logged in.” You can read more about their cookies at the following address. https://www.facebook.com/policy/cookies/

Crowdz uses these cookies for the usual purposes: to better understand how people like you interact with our business, and to find ways to serve and communicate with people like you, and to improve the security, navigation ease, and any personalized attributes of your experience on our webpage. The information gathered is of the usual kind, such as what kind of browsers people like you use to view our web pages, how long people like you spend on a page, etc.

There are many ways you can use browser settings to disable cookies, and many online resources on how best to calibrate those settings to your preferences. Crowdz encourages you to disable cookies if cookies make you uncomfortable. However, if you disable cookies, you might experience a sub-optimal browsing experience whenever you come back to our website. California law entitles California residents to know how Crowdz responds to “Do Not Track” signal settings on browsers. Because no uniform technical standard has been developed, Crowdz does not currently respond to such signals.

IF YOU REGISTERED WITH CROWDZ

If you used a Crowdz web page to register for early access, Crowdz received the email address and stored it in a secure list that Crowdz uses to keep you updated. If you would like to be removed from the list you can simply contact us at https://crowdz.io/contact.php. Crowdz is not in the business of selling contact information or lists, and will never sell your email address. To manage the list on which you placed your email by signing up, Crowdz uses a secure third party CRM software platform and a third party secure email campaign administration company. California Civil Code Section 1798.83 permits you to request information about disclosure of your PI by Crowdz for third parties’ marketing purposes. However, Crowdz does not disclose information for this purpose under any circumstance.

If you onboard yourself to Crowdz’ software platform, whether on a computer or via the mobile app, Crowdz will be required to gather much more personal information. This is gathered in order to verify that you are who you say you are, that you work for the company you say you do, and that your employer or company authorizes you to use the Crowdz Service on your company’s behalf (in other words, as a representative or agent of your company). Crowdz needs to work with other companies as part of the Crowdz Service; the Crowdz Service is impossible without them. When you give your information to Crowdz, so you can receive the Crowdz Service, you agree to let Crowdz send (“disclose”) that information to the other companies with whom Crowdz works to provide you the Crowdz Service. Third parties involved in the Crowdz Service are multiple licensed secure payment processors, banks, and currency conversion services.

WHY CROWDZ COLLECTS PERSONAL INFORMATION & HOW CROWDZ USES IT

Crowdz is required to explain to you that we use your PI for legitimate business purposes. These purposes are what you would expect, so some of this next part might seem obvious. The way the law talks about this is that Crowdz must have a lawful basis for using your PI. Among the businesses you encounter every day, two of the most common forms of lawful basis are “consent” and “legitimate interests.” Consent means you permit Crowdz to have and use your PI. Legitimate interests means Crowdz can identify a lawful, reasonable business reason to have and use your PI.

TO INTERACT AND DO BUSINESS WITH YOU, CROWDZ NEEDS YOUR INFORMATION

Crowdz cannot provide the Crowdz Service without having, storing, and using your PI. Crowdz needs to identify you to provide customer service and to reply to your requests or feedback. Similarly, without having your PI, Crowdz could not respond to your requests or communications about possible business ventures, collaborations, proofs of concept, price quotes, or technical answers. Also, Crowdz may need to contact you to give you administrative information such as updates to the Crowdz Service or the terms. Crowdz also needs to keep your PI in order to obey the law, and to maintain our contractual relationship with you.

TO MARKET OUR PRODUCT TO YOU, CROWDZ NEEDS YOUR INFORMATION

Especially if you signed up for updates or early access, if you are an existing customer, or if you are an investor, Crowdz needs to keep and use your PI to contact you with marketing materials, company news and updates, and newsletters. Crowdz is always finding better ways in our startup to track concrete, intentional consent. Crowdz will keep your PI to contact you only where there is a legitimate business interest in keeping your PI to contact you.

CROWDZ NEEDS TO USE INFORMATION LIKE YOURS TO REPORT ON ITS BUSINESS

The Crowdz team spends a fair amount of effort understanding how to better serve users, like you, of the Crowdz Service. Sometimes this means information will be gathered internally to show trend reports. Much of this information will not be PI, or at least will not be identifiable as presented. For instance, if we know what country your small business (SME) is in, that might be classified as PI. Knowing how SMEs in your country use the Crowdz Service will help Crowdz better serve small businesses in your country.

Crowdz will sometimes anonymize and aggregate information that includes your PI. You will no longer be identifiable, so the aggregate information will not be PI. Crowdz can use and disclose this information for its business purposes.

YOUR INFORMATION HELPS CROWDZ PERSONALIZE THE CROWDZ SERVICE TO YOU

Crowdz may use your PI to identify you and differentiate you from other users of the Crowdz Service in order to personalize interactions with you, provide better service to you in particular, and improve your individual efficiency and profitability in using the Crowdz Service.

When applicable, Crowdz will seek your consent to offer these personalized services. Crowdz will always offer these personalizations in connection with a legitimate business interest. In other words, Crowds will offer you personalized services that are relevant to your business and your relationship with Crowdz.

YOUR INFORMATION MAY BE REQUIRED FOR BUSINESS AND LEGAL REASONS

Crowdz may need to use information that includes your PI in order to find ways to improve the Crowdz Service through data analysis and modeling. Crowdz may need to undergo audits, to make sure its internal processes are functional and compliant with the law. Without using PI of our customers, it would be impossible to prevent fraud and ensure security. The development of new or existing products may require us to use information that could be used to identify who you are. Crowdz will use information, sometimes including PI, to fine tune the Crowdz Service and the way we communicate about that service to people like you. This also applies to expanding the Crowdz Service based on what we learn about how you most prefer to use the Crowdz Service.

WHERE DOES CROWDZ STORE MY INFORMATION?

Crowdz stores all of its data in secure servers in the cloud. Crowdz obviously does not have control of what you do with your own login information. Please keep your password or other login information confidential. Please do not use one login for more than one person, employee, or coworker. Unfortunately no internet transmission of information is entirely secure. When you send Crowdz information, Crowdz cannot be responsible for its security until it is on Crowdz’ servers. Crowdz takes appropriate and extensive measures to protect the security of your PI, but Crowdz cannot guarantee that your PI will never be disclosed, altered, or destroyed in some way inconsistent with this notice.

Crowdz is a United States company with a subsidiary in the United Kingdom. Most of the business is operated in the United States, by a team that telecommutes between California and other states. Most information we receive enters the United States, whether or not it originates in another place.

Note that Crowdz is a blockchain-technology based company. The blockchain is a transparent, immutable (unchangeable), distributed ledger. During design phase of the software underlying the Crowdz Service, measures were taken to ensure that none of your PI will be logged to the blockchain. Your use of the Service will be logged to the distributed ledger, but you will not be personally identifiable by the information Crowdz logs to the blockchain.

DOES CROWDZ DISCLOSE OR SHARING MY INFORMATION?

Crowdz’ subsidiary, Crowdz UK, mutually shares information. So your PI may be shared with one or the other.

Third party companies will receive your information if you have engaged with Crowdz. As mentioned above, third party companies have cookies on our webpages. Third party payment processors, banks, and financial services are integral to the portion of the Crowdz Service that provides multiple payment processor options. The third party cloud server company, CRM company, email list administrator, receive your information only as needed and in compliance with relevant privacy laws and Crowdz’ privacy policy, which is reflected in this notice. If you send an invoice through the Crowdz Service, the information in the invoice, including PI, will be sent to your recipient. Your PI may also be shared with a third party invoice purchaser should you choose to seek trade finance. Of course our employees, contractors, and the like will have access to your PI, and will operate according to strict rules designed to protect your privacy. If Crowdz should be acquired, your PI will be acquired by the acquiring company. Crowdz is not responsible or liable for the privacy policies or practices of third party companies, but Crowdz holds high standards for the privacy compliance of its third party parters.

HOW LONG DOES CROWDZ RETAIN MY INFORMATION?

Crowdz will keep your PI for at least the minimum amount of time sensible for carrying out the contractual relationship between you and Crowdz. Crowdz may also keep the information longer if it is necessary for records, like for taxes or audits. Crowdz may also keep your PI as legally advisable for litigation or regulatory inspections.

YES YOU CAN

If you would like to access, correct or change, or delete your PI, please contact us using the Contact page on our website. Our data protection officer is in-house at our Campbell, California office as of this notice. We will respond to your request in accordance with the applicable laws. More importantly, Crowdz will do its best to accommodate your right to access, correction, and deletion. Please understand that some PI may not be legally deleted, such as records of transactions that need to be available for audit.