2.1

You acknowledge and agree that your use of the Levenue Platform is exclusively governed by the Terms of Use, even when they are conflicting with your or your company's general or special terms and conditions. The fact that Levenue did not explicitly reject the terms and conditions of the User shall not be interpreted by the User as an acceptance by Levenue of such terms and conditions. If you do not agree to any provision of the Terms of Use, you will stop using the Levenue Platform immediately, even if you already have an account.

2.2

We reserve the right at any time, and from time to time, with or without cause to:

1. change the Levenue Platform, including eliminating or discontinuing, temporarily or permanently, any service or other feature of the Levenue Platform without any liability towards the User or any third parties;
2. amend or change the Terms of Use; or
3. deny or terminate, in part, temporarily or permanently, your use of and/or access to the Levenue Platform as set forth herein.

Any such amendments or changes made will be effective immediately upon us making such changes available in the Levenue Platform or otherwise providing notice thereof. You agree that your continued use of the Levenue Platform after such changes constitutes your acceptance of such changes.

2.3

Where the Levenue Platform use services of third parties, the terms of service and/or privacy policies of such third party service provider may apply. You will be notified if such third-party terms of services and/or privacy policies are applicable. By accessing such third-party service, you agree to comply with the applicable terms, and you acknowledge that you are the sole party to such terms. Levenue shall not be held liable in any way in connection to the content of such third-parties' terms or privacy policy, or with respect to the compliance therewith by such third-party.

3.1

To use the Levenue Platform, your device requires a WIFI or mobile internet connection. The access to such WIFI or mobile internet connection is your sole responsibility. Please make sure that your mobile device meets the minimum system requirements. If your device does not meet these minimum system requirements, we cannot ensure that the Levenue Platform will function properly. Levenue shall not be liable for any loss or damage in connection with your failure to comply with the above requirements.

3.2

You shall be fully responsible for all activities that arise under your account. You shall be solely responsible for maintaining the confidentiality and security of your account login information such as your password. You shall immediately notify any unauthorised use, or suspected unauthorised use of your account or any other breach of security with respect to your account on the Levenue Platform. Levenue shall not be liable for any loss or damage arising from your failure to comply with the above-mentioned requirements.

3.3

Levenue has the right, but not the obligation, at its sole discretion, to provide you with certain updates of the Levenue Platform.

4.1

During the Term (as defined in Clause 11) and subject to your compliance with the Terms of Use, and subject to the timely payment of any fees that you owe to Levenue, Levenue grants you a worldwide, non-exclusive, personal, restricted, non-sublicensable and non-transferable licence to use the Levenue Platform (the "Licence"). You shall use the Levenue Platform solely in full compliance with (i) the Terms of Use; (ii) any additional instructions or policies issued by Levenue, including, but not limited to, those posted within the Levenue Platform and (iii) any applicable legislation, rules or regulations.

4.2

You agree to use the Levenue Platform only for its intended use as set forth in the Terms of Use. Within the limits of the applicable legislation, rules and regulations, you are not permitted to:

1. alter, translate, adapt or modify in any manner the Levenue Platform;
2. sublicense, lease, rent, loan, distribute, make available or otherwise transfer the Levenue Platform to any third party;
3. make the Levenue Platform available or to sell or rent the Levenue Platform to any third party;
4. decompile, reverse engineer, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organisation) of the Levenue Platform;
5. use or copy the Levenue Platform except as expressly allowed under this clause 4;
6. gain unauthorised access to accounts of other users;
7. use the Levenue Platform to conduct or promote any illegal activities;
8. use the Levenue Platform to circulate unsolicited e-mail advertisements or spam;
9. impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
10. use any high volume automatic, electronic or manual processes to access, search or harvest information from the Levenue Platform (including without limitation algorithms, robots, spiders or scripts);
11. alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the Levenue Platform;
12. remove or in any manner circumvent any technical or other protective measures in the Levenue Platform; or
13. intentionally distribute any worms, Trojan horses, corrupted files, or other items of a destructive or deceptive nature or use the Levenue Platform for any unlawful, invasive, infringing, defamatory or fraudulent purpose.

4.3

Except as expressly set forth herein, no express or implied licence or right of any kind is granted to you in respect of the Levenue Platform, including but not limited to any right to obtain possession of any source code, data or other technical material relating to the Levenue Platform.

6.1

For purposes of these Terms of Use, "Intellectual Property Rights" shall mean any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights, know-how; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, (f) trade and business names, domain names, database rights, rental rights and any other industrial or intellectual proprietary rights or similar right (whether registered or unregistered); (g) registrations, applications for registration, renewals, extensions, divisions, improvements or reissues relating to any of these rights and the right to apply for, maintain and enforce any of the preceding items, in each case in any jurisdiction throughout the world.

6.2

Except for the limited licence expressly granted in clause 4 by Levenue to the User, Levenue and/or its licensors will exclusively retain all rights, titles and interests, including any Intellectual Property Rights, in and to the Levenue Platform (or any part thereof), it being understood that nothing in these Terms of Use shall constitute or be construed as a transfer of ownership in any proprietary right or title, including in any Intellectual Property Rights of Levenue to the User.

6.3

Except for the limited licence expressly granted in clause 5 by the User to Levenue, the User will retain all rights, titles and interests, including any Intellectual Property Rights, in and to the User Content, it being understood that nothing in these Terms of Use shall constitute or be construed as a transfer of ownership in any proprietary right or title, including in any Intellectual Property Rights of the User to Levenue.

8.1

To the maximum extent permitted under applicable law, Levenue shall only be liable for damages resulting from its gross negligence; wilful misconduct or fraud.

8.2

To the extent legally permitted under applicable law, Levenue shall not be liable to the User or any third party for any special, indirect, exemplary, punitive, incidental or consequential damages of any nature including, but not limited to damages or costs due to loss of profits, data, revenue, goodwill, production of use, procurement of substitute services, or property damage arising out of or in connection with the Levenue Platform under the Terms of Use, including but not limited to any miscalculations, or the use, misuse, or inability to use the Levenue Platform, regardless of the cause of action or the theory of liability, whether in tort, contract, or otherwise, even if Levenue have been notified of the likelihood of such damages.

8.3

To the maximum extent permitted under applicable law, the liability of Levenue to you in connection with your use of the Levenue Platform or otherwise for any cause whatsoever will at all times be limited to the higher of (i) half of the total transaction fees paid to Levenue in the previous two years immediately preceding the claim in connection with financing transactions concluded by you (as XaaS Business or as Investor) via the Levenue Platform and (ii) EUR 1 million.

8.4

You agree that Levenue can only be held liable as per the terms of this clause 8 to the extent damages suffered by you are directly attributable to Levenue. For the avoidance of doubt, Levenue shall not be liable for any claims resulting from or in connection with:

1. the accuracy, completeness, correctness or adequateness for its intended use of the User Content;
2. your unauthorised use of the Levenue Platform;
3. your or any third party's modification of (any parts of) the Levenue Platform;
4. your failure to use the most recent version of the Levenue Platform made available to you or your failure to integrate or install any corrections to the Levenue Platform issued by Levenue; or
5. your use of the Levenue Platform in combination with any non-Levenue products or services.

9.1
By Levenue:

9.1.1
Except as expressly provided in this clause 9 and to the maximum extent permitted by applicable law, the Levenue Platform is provided "as is", and Levenue makes no (and hereby disclaims all) other warranties, guarantees, covenants or representations, or conditions, whether written, oral, express or implied including, without limitation, any implied warranties of satisfactory quality, course of dealing, trade usage or practice, merchantability, accuracy, suitability, availability, title, non-infringement, or fitness for a particular use or purpose, with respect to the use, misuse, or inability to use the Levenue Platform or any other products or services provided to the User by Levenue. Levenue does not warrant that the Levenue Platform or its content will meet your requirements, is error-free, secure, reliable or will operate without interruption.

9.1.2
The User acknowledges and agrees that there are risks inherent to transmitting information over and storing information on the internet and that Levenue is not responsible and cannot be held liable for any losses of your data, including but not limited to the User Content.

9.2
By the User:

9.2.2
The User acknowledges and agrees that Levenue is not obligated to back-up any User Content. You agree that any use of the Levenue Platform contrary to or in violation of these representations and warranties shall constitute unauthorised and improper use of the Levenue Platform for which Levenue cannot be held liable.

10.1
By Levenue:

10.1.3
Provided that the conditions set out in the Terms of Use are met, Levenue shall indemnify the User for all damages and costs incurred by the User as a result of such a claim, up to the maximum amount provided in clause 8.3.

10.2
By the User:

You hereby agree to indemnify and hold harmless Levenue and its current and future affiliates, officers, directors, employees, agents and representatives from each and every demand, claim, loss, liability, or damage of any kind whatsoever (including reasonable attorney's fees) whether in tort or in contract, that it or any of them may incur by reason of, arising out of or in connection with any claim which is made by any third party with respect to:

11.1

Levenue shall grant you a licence to use the Levenue Platform in accordance with clause 4  for a term as set out in the Specific Terms of Use, unless the Terms of Use are terminated prior to the end date as specified in the Specific Terms of Use, in accordance with clause 12 (the "Term").

11.2

At the end of the Term, any rights on the Levenue Platform that were granted to you under these Terms of Use shall automatically expire.

12.1

Levenue may terminate the Terms of Use and your right to access and use the Levenue Platform at any time, with immediate effect, for any reason (including for convenience).

12.2

Levenue may terminate the Terms of Use and your right to access and use the Levenue Platform with immediate effect if Levenue believes or has reasonable grounds to suspect that you are violating the Terms of Use (including but not limited to any violation of the Intellectual Property Rights of Levenue) or any other guidelines or policies issued by Levenue.

12.3

Upon the termination of the Terms of Use in accordance with the provisions of the Terms of Use, at the moment of effective termination:

1. save as set out in paragraph (c) below, you will no longer be authorised to access or use the Levenue Platform;
2. all rights and obligations of Levenue or the Userunder the Terms of Use shall terminate, except those rights and obligations under those Clause specifically designated in clause 14.5, and provided that termination of the Terms of Use shall not affect any accrued rights or liabilities of Levenue or the User prior to any such termination;
3. in the event of a termination under Clause 12.1, unless agreed otherwise by Levenue and the User, and in the event of a termination under Clause 12.2, unless Levenue reasonably decides otherwise, the termination shall not affect the rights and obligations of Levenue and the User in connection with the existing financing transactions concluded by the User via the Levenue Platform, to which the Terms of Use shall continue to apply until the implementation of such financing transactions is completed in accordance with the Terms of Use.

13.1

If you feel that our service has not met your expectations, then please tell us. Customer complaints are important to our organisation. They offer specific insights into how we might improve our services, processes and procedures.

13.2

You may submit a complaint by contacting us at complaints@levenue.com, detailing the nature of your complaint and providing all relevant information and your contact details. To ensure that your complaint is resolved as soon as possible, please outline any steps you would like us to take in addressing the issue.

13.3

Once a complaint has been received, we will acknowledge it and aim to resolve it as quickly as possible. The length of time will depend on the nature of the issues involved. Should a delay occur, we will contact you explaining the reason of the delay and outline the next steps.

14.1
Force Majeure

Levenue shall not be liable for any failure or delay in the performance of its obligations with regard to the Levenue Platform if such delay or failure is due to causes beyond our control including by not limited to war, strikes or labor disputes, embargoes, government orders, terrorist act, epidemic, pandemic, quarantine, telecommunications, network, computer, server or internet downtime, unauthorised access to Company's information technology systems by third parties or any other cause beyond the reasonable control of Levenue (the "Force Majeure Event"). We shall notify you of the nature of such Force Majeure Event and the effect on our ability to perform our obligations under the Terms of Useand how we plan to mitigate the effect of such Force Majeure Event.

14.2
Severability

In the event that any provision of the Terms of Use are, for any reason, held to be invalid, void or unenforceable, the other provisions of the Terms of Use will remain enforceable and the invalid, void or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

14.3
Waiver

Any failure to enforce any provision of the Terms of Use shall not constitute a waiver thereof or of any other provision.

14.4
Assignment

14.5
Survival

Clauses 6, 9 and 10 shall survive any termination or expiration of the Terms of Use.

14.6
Governing law and jurisdiction

The Terms of Use shall be exclusively governed by and construed in accordance with the laws of the Netherlands, without giving effect to any of its conflict of law principles or rules. The courts and tribunals of Amsterdam shall have sole jurisdiction should any dispute arise relating to these Terms of Use.