TERMS OF USE

Effective from: July 4th, 2024

This is FU Capital’s Cookies Policy applicable to our website: www.fucapital.io (the Platform or the website). Please read it carefully. The Cookie Policy describes what types of cookies we use on the Platform, for what purposes and how they function.

1. DEFINITIONS

The following capitalised terms have the following meanings in the Terms of Use:

1.1. Affiliate – in relation to any person, a person that is: (i) any subsidiary undertaking or parent undertaking of that person and any subsidiary undertaking of any such parent undertaking; or (ii) a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the person specified.

1.2. Assignee – a User who has purchased the Claim from the Assignor in accordance with the Assignment Agreement.

1.3. Assignment Agreement – an electronic assignment agreement entered into between the Assignor and the Assignee according to which the Assignor assigns and transfers the Claim to the Assignee. The Assignment Agreement comprises an electronic agreement as defined in the Electronic Commerce Act.

1.4. Assignor – the Creditor who assigns and transfers the Claim against the Borrower to the Assignee in accordance with the Assignment Agreement.

1.5. Borrower – an individual or legal entity who has entered into the Loan Agreement with the Lender and has received the Loan from the Lender.

1.6. Borrower Repayment – the payment made by the Borrower in accordance with the Loan Agreement, including the repayment of the principal amount of the Loan, the payment of the Loan Interest and the late payment fee (if applicable).

1.7. Business Day – any day other than Saturday, Sunday, and public or bank holiday in the Republic of Croatia.

1.8. Claim – the right to claim the repayment for whole or part of the Loan and payment of the Interest from the Borrower under the Loan Agreement, as indicated in and assigned under the Assignment Agreement.

1.9. Claim Price – a remuneration the Assignee pays to the Assignor for assigning and transferring the Claim in accordance with the Assignment Agreement.

1.10. Claim Servicing – a set of activities carried out by FU Capital in relation to managing the Platform, transferring the Claim Prices received from the Assignees to the Creditor, and transferring the Repayments received from the Lender to the Assignees and other actions described on/in the Platform, the Terms of Use, and the Assignment Agreement.

1.11. Cookie Policy – the cookie policy of FU Capital that is available on the Platform, as amended or supplemented from time to time.

1.12. Creditor – the Assignee or the Lender who owns the claim right against the Borrower deriving from the Loan Agreement.

1.13. Customer Support Service – FU Capital’s customer support service.

1.14. Digital Asset Account – an account opened with a Digital Assets service provider.

1.15. Digital Assets – a digital representation of value or rights which may be transferred and stored electronically, using distributed ledger technology or similar technology, including, but not limited to, cryptocurrencies, stablecoins, non-fungible tokens and tokenised derivatives of any other digital asset, such as USDT and USDC.

1.16. EEA – the European Economic Area.

1.17. Email Account – the email account associated with the User Profile, as agreed with FU Capital from time to time, in accordance with any processes identified by FU Capital when using the Platform.

1.18. EU – the European Union.

1.19. Fiat Currency – a government-issued currency that is designated as legal tender in its country of issuance through government decree, regulation, or the law.

1.20. Force Majeure Event – (i) any fire, strike, riot, civil unrest, terrorist act, war or industrial action; (ii) any natural disaster such as floods, tornadoes, earthquakes and hurricanes; (iii) any epidemic, pandemic or public health emergency of national or international concern; (iv) any act or regulation made by a government, supra national body or authority that FU Capital believes stops FU Capital from providing the Services on the Platform; (v) the suspension or closure of any FU Capital’s Affiliate; (vi) the nationalisation of any FU Capital’s Affiliate; (vii) the imposition of limits or unusual terms by a government on any Claim offered on the Platform; (viii) technical failures in transmission, communication or computer facilities including power failures and electronic or equipment failures; (ix) the failure of any service provider, supplier, agent, the Lender, or regulatory organisation to perform its obligations to FU Capital; (x) any labour or trade disputes, strikes, industrial actions or lockouts (other than in each case by FU Capital or the FU Capital’s Affiliates); and/or (xi) an event which significantly disrupts the operation of the Platform or the provision of the Services.

1.21. FU Capital – Our (FU Capital) brand name.

1.22. FU Capital Account – a Digital Asset Account opened for FU Capital, as specified on the Platform in Section ‘Deposit and Withdraw’.

1.23. FU Capital, We, Us or Our – FU Capital Platform d.o.o., a company incorporated under the laws of the Republic of Croatia, registered with the court registry of the Commercial Court in Zagreb under the registration number (MBS): 081526038, OIB: 34592704188, with registered seat in Zagreb, Ulica Veselka Trenžere 1, Croatia.

1.24. Interest – the interest that is specified in the Assignment Agreement and that the Borrower is required to pay for the use of the Loan in accordance with the Loan Agreement and the Assignment Agreement.

1.25. Lender – a lender under the Loan Agreement as defined in the Assignment Agreement.

1.26. Loan – the principal amount of the outstanding loan disbursed by the Lender to the Borrower in accordance with the Loan Agreement.

1.27. Loan Agreement – a loan agreement entered into between a Borrower and the Lender, including its amendments and supplemental agreements.

1.28. Loan Interest – the interest that the Borrower is required to pay for the use of the Loan in accordance with the Loan Agreement.

1.29. Loan Repayment – the repayment actually received from the Borrower in accordance with the Loan Agreement, comprised entirely of the repayment of the principal amount of the Loan, the Loan Interest, and the late payment fee (if applicable) and other payments in accordance with the Loan Agreement.

1.30. Login Details – Email Account address, password, and, in enabled by the User, authentication data provided by the Two Factor Authentication, as required.

1.31. Platform – sites created and serviced by FU Capital, merged under the domain name: www.fucapital.io.

1.32. Privacy Policy – the privacy policy of FU Capital that is available on the Platform, as amended or supplemented from time to time.

1.33. Prohibited Country – the following countries and such other locations as designated by FU Capital from time to time: Canada, United States of America, Cuba, Democratic People’s Republic of North Korea (DPRK), Iran, Myanmar, Syria, Crimea region and any non-government controlled areas of Ukraine, Russian Federation.

1.34. Registration Application – the application completed by any person on the Platform for identity and security validation and verification checks and other purposes as regards the person registering as the User on the Platform and creating the User Profile.

1.35. Repayment – whole or part of the payment or repayment due to the Assignee under the Assignment Agreement.

1.36. Restricted Person – an individual or legal entity who (i) is included in any trade embargoes or economic sanctions, terrorist or corrupt foreign officials list (such as the United Nations Security Council Sanctions List, issued by a government agency including the list of specially designated nationals maintained by the office of foreign assets control of the U.S. Department of the Treasury (OFAC), or the denied persons or entity list of the U.S. Department of Commerce), or by the United Kingdom, EU, Canada) or (b) resides, or is established, or has operations in, in any country named as Prohibited Country in the Terms of Use.

1.37. Services – innovative services provided by FU Capital or its Affiliate on or through the Platform or otherwise upon demand by a User, including activities required for operations with a User Profile, identity and security validation and verification checks, facilitating the purchase of the Claims on the Platform, and other activities as described in the Terms of Use.

1.38. Terms of Use – these terms of use, together with any other documents expressly incorporated by reference in each case as or supplemented from time to time.

1.39. Two Factor Authentication – a User identification and transactions authorisation method, which depending on the Platform functionality and service type, allows the User to use a compatible mobile device for receiving codes via text messages (SMS) or other functionality, to enable the User to log in into the User Profile, and to authorise its activities on the Platform.

1.40. User – a person who meets all the eligibility requirements set in the Terms of Use and that opens and holds a User Profile, thereby agreeing to the Terms of Use.

1.41. User Account – a Digital Asset Account opened for the User and linked with the User Profile on the Platform.

1.42. User Platform ID – the personalised number of the User on the Platform used by FU Capital to identify the User and specified in the User Profile on the Platform.

1.43. User Profile – a User’s personal site on the Platform opened and held on the User’s name and maintained by FU Capital.

1.44. Verification Website – the third person identification and identification document verification service provider used by FU Capital.

1.45. You, Your or Yourself – you, the User, that opens and holds a User Profile, thereby agreeing to the Terms of Use.


2. INTERPRETATION

2.1. Unless a contrary indication appears, a reference in the Terms of Use to:

2.1.1. one gender includes a reference to the other genders; and

2.1.2. words in the singular include the plural, and in the plural include the singular.

2.2. A reference to 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.

2.3. A reference to a particular law is a reference to it, as it is in force for the time being, taking account of any amendment, extension or re-enactment, and includes any subordinate legislation for the time being in force, made under it.

2.4. A reference to a time of day is a reference to Eastern European Time (GMT+2) time.

2.5. A reference to FU Capital, a User, the Assignee, the Assignor, the Lender, the Borrower, or any other person includes their respective successors in title, permitted assigns and permitted transferees.

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

2.7. Any words following the terms including, include, in particular, for example, or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase, or term preceding those terms.

2.8. A reference to the term ‘in writing’ means communication between FU Capital and a User in paper form or by using any durable medium, which enables the User to store information addressed personally to the User in a way accessible for future reference.

2.9. If the representation of the numbers in words in the text of the Terms of Use differs from the representation in numbers, the representation of the numbers in words shall prevail.

2.10. References to Sections or paragraphs are to the Parts or paragraphs of the Terms of Use.

2.11. The headings in the Terms of Use are inserted for convenience only and will not affect the interpretation of the Terms of Use.


3. SCOPE

3.1. The Terms of Use are a legally binding agreement between You and Us regarding Your access to and use of the Platform and any use by You of the Services. By registering for a User Profile, accessing the Platform or the Services, You agree to the Terms of Use.

3.2. The Terms of Use, together with the Cookie Policy and the Privacy Policy and any other terms and conditions mentioned in it, constitute and create a legally binding agreement between You and Us as a legal basis for opening, using, and maintaining Your User Profile and using, rendering, and receiving Our Services.

3.3. The Terms of Use are effective and form a legally binding agreement once You have agreed to them by ticking the ‘I have read and agree to the Terms of Use and Privacy Policy’ check box on the Platform, as required on the Platform. You confirm that You accept and agree that any use of the Services by You constitutes Your acceptance of the Terms of Use. You confirm that You are acting on Your own behalf and not for any other person. Your consent and agreement to the Terms of Use is a condition precedent for opening, using, and maintaining Your User Profile.


4. REGISTRATION ON THE PLATFORM

4.1. To begin using Our Services, You should open a User Profile in line with the instructions We give You during the registration process on the Platform. As part of Your application, You must:

4.1.1. agree to the Terms of Use and the following policies incorporated into and forming part of the Terms of Use: the Cookie Policy and the Privacy Policy;

4.1.2. fill out the Registration Application as described on the Platform; and

4.1.3. have the legal capacity and unrestricted rights to agree to the Terms of Use.

4.2. After the receipt of Your request to open a User Profile:

4.2.1. We will create Your User Profile and assign to You a User Platform ID number; and

4.2.2. We will verify the Email Account and telephone number You provided to Us by sending a notice with the verification link to the Email Account and verification code to Your phone number. You hereby agree to receive the verification messages and undertake to fulfil the instructions included therein.


5. ELIGIBILITY

5.1. In order to use Our Services:

5.1.1. You must open a User Profile in line with the instructions We give You during the registration process on the Platform;

5.1.2. You must give all the information that We ask for during the registration process on the Platform;

5.1.3. If You are an individual, You must be at least 18 years old and of the age of majority in Your country of residence and should not be declared to have a limited legal capacity due to a mental disorder. By opening a User Profile, You declare that You comply with these rules. We may require You at any time to give evidence of Your age;

5.1.4. You must have taken all necessary actions and have all requisite power and authority to enter into and perform the Terms of Use;

5.1.5. if You act as an authorized representative, employee, or agent of a legal entity, and enter into the Terms of Use on its behalf, You must be duly authorised to act on behalf of and bind such legal entity for the purposes of entering into the Terms of Use;

5.1.6. You must maintain an effective address in Your country of residence and telephone number and Email Account that belongs to You and all of which You are permitted to use for receiving the Services;

5.1.7. You must not have violated the Terms of Use or have had access limited or suspended to a User Profile or have had a User Profile closed by Us in the past;

5.1.8. You must not currently have an existing User Profile;

5.1.9. You must not be subject to an insolvency, bankruptcy, liquidation, administration procedure or any similar procedure in Your country of residence or any other jurisdiction;

5.1.10. You must not be under the influence of alcoholic, narcotic, psychotropic, or other intoxicating substances when registering on the Platform and while using the Platform and Our Services;

5.1.11. You must not use Digital Assets and funds that directly or indirectly have been received as the result of criminal offence or are related to the financing of terrorism or an attempt of such activities;

5.1.12. You must have a Digital Asset Account and have full authority to use any Digital Assets in the respective Digital Asset Account;

5.1.13. You must be the beneficiary of the activities and transactions conducted on the Platform by You, and You must enter into transactions only on behalf of Yourself and for the benefit of Yourself;

5.1.14. You must not use the Platform and/or Our Services for committing any illegal or malicious actions, performing unlawful and inappropriate activities, and/or carrying out illegal transactions, including fraud and money laundering; and

5.1.15. You must not be located, incorporated, otherwise established in, or resident of, or have business operations in a Prohibited Country or in any other jurisdiction where it would be illegal under the law or regulation applicable to You to access the Platform or use and receive the Services, or cause Us or any third person to contravene any law applicable to You or Us.

5.2. All information that You provide during the registration process for Our Services or at any later time must be true, accurate, complete, and up-to-date. We are not liable for loss arising out of Your failure to do so. You undertake not to provide false, inaccurate, incomplete, out-dated, or misleading information. You undertake promptly, but no later than within 2 (two) Business Days, to notify Us in writing and update Your User Profile details if (i) Your Email Account address, telephone number, name, surname, address of residence, citizenship, tax residence, tax identification number, or User Account information (for a User who is an individual) or (ii) Your Email Account address, telephone number, company name, registered address, tax residence, tax identification number, representatives, beneficial owners, or User Account information (for a User who is a legal entity) changes. Not keeping all of Your details true, accurate, complete, and up-to-date could affect Your eligibility for Your User Profile or Our ability to provide the Services to You. We may at any time ask You to confirm the accuracy of the information that You provide to Us or to let Us have documents or other evidence verifying information.

5.3. You may only open a User Profile if it is legal to do so in Your country of residence. By opening a User Profile, You represent and warrant to Us that Your are not a Restricted Person, You are not located, incorporated, otherwise established in, or resident of, or have business operations in a Prohibited Country, and Your opening and using a User Profile does not violate any law applicable to You in Your country of residence. You will indemnify Us against losses We incur in connection with a breach of this requirement.


6. USER IDENTIFICATION

6.1. We will carry out due diligence on You, which may include, but is not limited to, submitting the information and documents as regards identity and security validation and verification checks of You to Us by using a special interface on the Platform or otherwise as may be requested by Us in writing. In particular, We will require You to submit:

6.1.1. the following information:

6.1.1.1. Your Email Account address and telephone number;

6.1.1.2. Your name and surname;

6.1.1.3. Your address of residence;

6.1.1.4. Your citizenship and/or country of birth;

6.1.1.5. Your tax residence and tax identification number;

6.1.1.6. Your source of funds and wealth; and

6.1.1.7. Your purpose and nature of the business;

6.1.2. the following documents:

6.1.2.1. if Your are an individual – a duly validated copy of passport or equivalent personal identification document issued in EU, EEA member state, or in Switzerland/or document valid for travel issued in EU, EEA member state, or in Switzerland with a clearly visible first name, last name, personal code (or an equivalent identification number issued by Your country of origin), document’s number, issuing state and authority, date of issue and photo of You;

6.1.2.2. if You act as an authorized representative, employee, or agent of a legal entity: (i) documents where the name, registration number, registered address, representatives and beneficial owners of the legal entity are shown; (ii) documents regarding the ultimate beneficial owner; and (iii) a document proving Your right to represent the legal entity, such as a certificate of directors or a duly issued and authorised Power of Attorney.

6.2. If You act as an authorized representative, employee, or agent of a legal entity, We may carry out similar investigations on its representatives and beneficial owners as for the User who is an individual.

6.3. You will also be required to submit a photo and video of Your face, and Your identification documents to the Verification Website. The identification of You is carried out by the Verification Website. We are entitled to determine at Our sole discretion the acceptability of the information. If You act as an authorized representative, employee or agent of a legal entity, the Verification Website may carry out similar investigations on its representatives and beneficial owners.

6.4. You will only be able to use Our Services after You let Us have all the information and documents necessary for rendering Our Services and You pass Our identity and security validation and verification checks. These may entail a request for further information and documents under anti-money laundering laws and other mandatorily applicable laws and regulations and Our internal procedures.

6.5. Your User Profile will be activated only when Our identity verification and security process for You has been successfully completed by Us. We will inform You about the completion of the identity verification and security process by sending a notice to Your Email Account.

6.6. If the User Profile is not activated within a deadline specified by Us in Our sole discretion, We may immediately terminate the Terms of Use without following Section 28 (Duration and termination of the Terms of Use). We are not obliged to activate the User Profile, and We may unilaterally refuse to open the User Profile on the Platform without any explanation.


7. USER PROFILE SECURITY

7.1. Your User Profile is private to You. Only You are authorised to enter into and use Your User Profile.

7.2. When You open a User Profile, You shall choose and fill in the Email Account to be used for accessing the Platform and a unique and strong password. We advise You not to choose a password that someone might know or easily gather about You and which consists of a combination of at least 6 symbols (numbers and letters). In order to gain initial and subsequent access to a User Profile, You must enter Your Email Account address, password, and, in enabled by You, authentication data provided by the Two Factor Authentication (Login Details), as required, in the ‘Login’ page and press the ‘Login’ button on the Platform.

7.3. Activities with Your User Profile and at Your User Profile will be regarded as valid after Your User Profile was successfully accessed by correctly entering Your Login Details. We may assume that someone who correctly enters Your Login Details has unrestricted rights to access and use Your User Profile, including, but not limited to, authorizing activities within it, including submitting a request to purchase a Claim, withdrawing Digital Assets from Your User Profile balance, and making changes to Your User Profile. We are entitled to treat any activity by that person as valid and authorised by You.

7.4. You are solely responsible for keeping Your Login Details and other credentials and information and/or documents specific to Your User Profile confidential and in a safe and secure place at all times and You must never disclose them to a third person. It is advisable to change the password to Your User Profile regularly, at least every 3 (three) to 6 (six) months, in order to reduce the risk of a security breach in relation to Your User Profile. You will not be able to access Your User Profile and will be automatically required to change Your password if You do not access Your User Profile for 60 (sixty) consecutive days or more. You must never allow anyone to access Your User Profile or oversee or hear You accessing or using Your User Profile. You agree to take reasonable steps to keep Your Login Details safe and secure and to prevent fraudulent or unauthorised use of Your User Profile. We will also consider any activity and change to Your User Profile as authorised by You if only a part of the information mentioned in the Terms of Use is provided to Us. We are not responsible for losses arising out of Your failure to keep Your User Profile safe and secure or from unauthorised use of Your User Profile.

7.5. If You have any indication or suspicion that Your Login Details or other security credentials on Your User Profile are lost, stolen, misappropriated, used (or attempted to be used) without authorisation or otherwise compromised without Your authority, You are advised to change Your password immediately. You must contact Our Customer Support Service immediately on suspecting or becoming aware of the loss, theft, misappropriation, unauthorised use or attempted use of Your User Profile, Login Details or other security credentials of Your User Profile without Your authority. You should do so by contacting the Customer Support Service from Your Email Account, telephone, or posting a message on Your User Profile on the Platform. Any undue delay in notifying Us may result in an increase of Your losses. Once We receive notification from You, We will suspend functionality of Your User Profile and prevent anyone from using it. We will send You a confirmation notice to the effect that functionality of Your User Profile is suspended and provide You with instructions to be followed to restore the functionality of Your User Profile. You must take all reasonable care to ensure that Your Email Account and mobile device is secure and only accessed by You, as Your Email Account and mobile device may be used to reset the password of Your User Profile, and We may use them to communicate with You about the security of Your User Profile. If someone tries to access or compromise Your Email Account notified to Us without Your authority, You should without undue delay after becoming aware of this contact Our Customer Support Service and let Us know Your new Email Account to be used by Us. Any undue delay in notifying Us may result in Your losses.

7.6. In order not to compromise the security of Your User Profile, You must always ensure that Your Login Details are not stored by the browser or cached or otherwise recorded. You should, at Your own expense, provide and maintain in efficient and safe operating order all hardware, software and other facilities and any communications network (including access to a public telecommunications system) used for accessing and using Your User Profile and Our Services. In any case, You should tell Us as soon as You can if You notice that something is wrong with Our Services or the Platform, or if anything looks different. You must let Us have any information We ask for about what happened.


8. TRANSFERS TO US

8.1. You may transfer the Digital Assets to the FU Capital’s Account to secure the performance of the purchase of the Claims only after Your User Profile is activated by Us.

8.2. You may not make transfers to the FU Capital’s Account in any Fiat Currency. You may only transfer the Digital Assets to the FU Capital’s Account.

8.3. To add the Digital Assets to the Your User Profile balance, You should make a transfer by following the procedure specified on the Platform in section ‘Deposit and Withdraw’. You will be required to input Your Digital Account’s address and specify the amount of the Digital Assets that You would like to transfer to the FU Capital’s Account to be added to Your User Profile balance. You are solely responsible for verifying the amount of the Digital Assets to be transferred to the FU Capital’s Account and Your instructions given with respect to such transfer.

8.4. You undertake to make transfers to FU Capital’s Account only from a Digital Asset Account that is opened for You or if You act as an authorized representative, employee or agent of a legal entity, for the legal entity and You are legally authorized to do so. Transfer of the Digital Assets from a Digital Asset Account in contradiction to this Section is a violation of the Terms of Use.

8.5. When transferring the Digital Assets to be added to the User Profile balance, You undertake to comply with the following:

8.5.1. the transfer of the Digital Assets should be made in the Digital Assets;

8.5.2. to transfer the Digital Assets of legal origin, and the origin of which You can prove at any time; and

8.5.3. You will provide, at Our request, the information and documents that are or may be related to the transfer of the Digital Assets and are required to pass all identity and security validation and verification checks.

8.6. If You wish to add the Digital Assets to Your User Profile balance from a Digital Account which You have not previously added to Your User Profile as Your User Account and which is different from Your User Account used to add the Digital Assets by You to Your User Profile balance, before adding the Digital Assets to Your User Profile, You should contact Our Customer Support Service and at Our request, provide all the information and documents that are required to passing all identity and security validation and verification checks for adding a new User Account to Your User Profile. You undertake to provide Us with all the information requested by Us for it to ensure that the Digital Account is opened in the name of You.

8.7. If We receive a transfer of Digital Assets that cannot be identified, for example, due to the reason that an incorrect User Platform ID has been specified in the transaction order, We will deem such transfer of the Digital Assets as received, however, until We will identify the recipient the Digital Assets will not be added to the User Profile balance.

8.8. We will add Digital Assets to Your User Profile balance without delay once We receive Digital Assets from You in accordance with the Terms of Use.


9. ADDING DIGITAL ASSETS TO A USER PROFILE BALANCE

9.1. We will add the Digital Assets to Your User Profile balance in the following situations:

9.1.1. upon receipt of the Digital Assets in the FU Capital Account transferred by You from Your User Account, provided that the transfer has been made in accordance with the Terms of Use; and

9.1.2. upon receipt of the Repayment by You from the Lender or a third person (if applicable) in accordance with an Assignment Agreement.

9.2. We are not responsible for adding Digital Assets to Your User Profile balance until:

9.2.1. We receive the Digital Assets from You in accordance with the Terms of Use;

9.2.2. We receive the Repayment from the Lender or a third person (if applicable) in accordance with an Assignment Agreement.

9.3. The Digital Assets transferred by You to Us and/or added to Your User Profile balance will be kept in the FU Capital Account, will be segregated and stored separately from Our Digital Assets, and will only be transferred in accordance with the Terms of Use and the Assignment Agreements.

9.4. You acknowledge and agree to the following:

9.4.1. the Digital Assets transferred by You to Us and/or added to Your User Profile balance are considered to be the advance payment made for the purposes of purchasing the Claims on the Platform in accordance with the Terms of Use and the Assignment Agreements;

9.4.2. all transfers of Digital Assets by You to be added to Your User Profile balance are final and not reversible;

9.4.3. the services to the FU Capital Account are provided by third persons and are not a part of Our Services;

9.4.4. the FU Capital Account is not insured by any government agency. This means that, in the unlikely event that We are unable to satisfy Your claim against Us in relation to the Digital Assets transferred by You to Us and/or added to Your User Profile balance and held in FU Capital Account, there is no finance, insurance and/or similar scheme to compensate You;

9.4.5. the Digital Assets transferred by You to Us and/or added to Your User Profile balance and/or held in FU Capital Account are not a deposit or any other type of taking of repayable Digital Assets;

9.4.6. no interest accrues or should be paid to You by Us or a third person for the Digital Assets transferred by You to Us and/or added to Your User Profile balance and/or held in FU Capital Account; and

9.4.7. the Digital Assets transferred by You to be added to Your User Profile are of legal origin, and the origin of which You can prove at any time.

9.5. By agreeing to the Terms of Use, You authorize Us to:

9.5.1. use the Digital Assets transferred by You to Us and/or added to Your User Profile balance only for the performance of the Terms of Use and the Assignment Agreements;

9.5.2. obtain and receive the Digital Assets on Your behalf from other Users, the Lenders, and third persons in accordance with the Terms of Use and the Assignment Agreement(s);

9.5.3. use the Digital Assets transferred by You to Us and/or added to Your User Profile balance within the limits of the available balance of Your User Profile, for executing the purchases of the Claims on the Platform in accordance with and for other purposes specified the Terms of Use and the Assignment Agreement(s); and

9.5.4. to ensure the fulfilment of Your obligations arising from the Terms of Use and/or the Assignment Agreement(s), to make deductions from Your User Profile balance without prior coordination or approval from You.

9.6. Transfer of the Digital Assets gained through illegal means to the FuCapital Account is illegal and prohibited. In case of suspicious transactions, We will notify the relevant authorities which may lead to freezing and confiscation of the Digital Assets and closing Your User Profile.

9.7. We may use the Digital Assets transferred to the FU Capital Account only in accordance with the Terms of Use and the Assignment Agreement.

9.8. If a legal entity with which We have opened the FU Capital Account ceases to or has notified Us that it will cease to offer to Us servicing, We may, without notifying You, transfer all or part of the Digital Assets in the FU Capital Account to another Account.


10. WITHDRAWING DIGITAL ASSETS FROM A USER PROFILE

10.1. To withdraw all or part of the Digital Assets from Your User Profile balance, You should submit a request to Us by following the procedure specified on the Platform in section ‘Deposit and Withdraw’. You will be required to input Your Digital Account’s address and specify the amount of the Digital Assets that You would like to be withdrawn from Your User Profile balance to Your User Account. You are solely responsible for verifying the amount of the Digital Assets to be withdrawn to Your User Account and Your instructions given with respect to such transfer. You may withdraw the Digital Assets from Your User Profile only if Your User Profile balance is positive on the day of submitting the withdrawal request to Us.

10.2. We will begin processing Your withdrawal request immediately, and We will take reasonable steps to ensure that You receive the Digital Assets to Your User Account, which You used to add Digital Assets to Your User Profile balance, within 2 (two) Business Days of receipt by Us of Your withdrawal request. However, We are not liable for delays in withdrawing the Digital Assets from Your User Profile balance caused by a third person, such as the service provider of the FU Capital Account or Your User Account, due to Your fault, Force Majeure Event or any other reasons out of Our control.

10.3. When withdrawing Digital Assets from Your User Profile balance, You undertake to comply with the following:

10.3.1. the minimum amount of the Digital Assets to be withdrawn is 10.00 USDT or USDC;

10.3.2. the transfer of the Digital Assets to Your User Account will be made in USDT or USDC; and

10.3.3. You will provide, at Our request, the information and documents related to the transfer of the Digital Assets and are required to pass all identity and security validation and verification checks.

10.4. If You wish to receive the withdrawal of the Digital Assets from Your User Profile balance to an Account which You have not previously added to Your User Profile as Your User Account and which is different from Your User Account used to add the Digital Assets by You to Your User Profile balance, before submitting a request to withdraw the Digital Assets from Your User Profile balance, You should contact Our Customer Support Service and at Our request, provide all the information and documents that are required to passing all identity and security validation and verification checks for adding a new User Account to Your User Profile. You undertake to provide Us with all the information requested by Us for it to ensure that the Digital Account is opened in the name of You.

10.5. We will withdraw the Digital Assets from Your User Profile balance in the following situations:

10.5.1. after We have processed a withdrawal request from You and have transferred the Digital Assets to You to Your User Account in accordance with the Terms of Use;

10.5.2. upon receipt of Your request to purchase a Claim in accordance with an Assignment Agreement;

10.5.3. if We close Your User Profile in accordance with the Terms of Use. In such an event, We will withdraw and transfer the Digital Assets equal to the User Profile balance on the day of Your User Profile closing without providing a prior warning to You or coordinating with You Your User Account details;

10.5.4. if the transaction of the Digital Assets made from Your User Account to the FU Capital Account is reversed by a third person. In such an event, We do not undertake liability for losses incurred by anyone due to the reversed transaction by a third person; or

10.5.5. if the Digital Assets have been added to Your User Account balance by mistake, malfunction, technical or other problems in the Platform.


11. USER PROFILE AND SERVICES

11.1. Subject to the Terms of Use, You may through the Platform:

11.1.1. review the Claims offered for purchase in accordance with the Assignment Agreements; and

11.1.2. submit requests to purchase the Claims in accordance with the Assignment Agreements.

11.2. The terms and conditions for each Claim, including, but not limited to, information about the Lender, the Claim Price, the Interest, sample of a Loan Agreement, and certain other contractual terms of each Claim, can be reviewed on the Platform and are specified in the relevant Assignment Agreement.

11.3. You may purchase a Claim on the Platform by individually selecting a Claim to be purchased by You by submitting a request to purchase a Claim on the Platform. We will process and execute any request on Your User Profile, which is authorised, initiated, and consented by You according to procedure set forth on the Platform and in the Terms of Use.

11.4. Your request to execute a purchase of a Claim or any other activity on the Platform:

11.4.1. should be submitted through the Platform using only the interface of the Platform in accordance with the Terms of Use and following the procedures on the Platform;

11.4.2. not submitted on the Platform or in not being in compliance with procedures on the Platform will be rejected by Us;

11.4.3. will be relied on by Us without any additional confirmation from You and be binding on You irrespective of who has submitted it, if the identification and authorisation process in the Terms of Use have been complied with; and

11.4.4. after placed by You in accordance with the Terms of Use will be deemed an irrevocable instruction from You for Us to execute the purchase of a Claim, execution of the Assignment Agreement, and/or any other activity on the Platform on behalf of You or to provide You other service envisaged by the Terms of Use.

11.5. We may, at Our sole discretion, without prior notice to You:

11.5.1. suspend or stop publishing and/or making available for purchase any Claim on the Platform;

11.5.2. suspend purchase of any Claim if, in Our opinion: (i) any event of default under any agreement between Us, any Lender, and/or third person who is directly or indirectly involved in the publishing of an offer to sell a Claim, is likely to occur or has occurred; and/or (ii) any material circumstance has occurred which may cause substantial loss to Us and//or You; (iii) any event of Force Majeure Event.

11.6. When acting in accordance with Section 11.5, We are not liable to You or any third person for any loss or expense and You wave any claims against Us in this regard.


12. REQUEST TO PURCHASE A CLAIM

12.1. To purchase a Claim, You should submit a request to purchase a Claim as follows:

12.1.1. You should have a positive balance on Your User Profile;

12.1.2. You should individually, at Your own discretion, select a Claim to be purchased;

12.1.3. You should individually, at Your own discretion, specify the amount of the Digital Assets to be paid as the Claim Price for the purchase of the Claim; and

12.1.4. You acknowledge and agree that the outstanding principal amount of a Claim to be purchased will correspond to the Claim Price paid by You, as referred to in Section 12.1.3, and will be calculated automatically by the Platform.

12.2. After You have selected a Claim in accordance with Section 12.1, We will provide to You for review and approval a summarized information of the selected Claim and the terms of the Assignment Agreement, as well as the sample of Loan Agreement behind the respective Claim.

12.3. You should confirm the purchase of the Claim and conclusion of the Assignment Agreement by pressing the ‘Buy’ button on the Platform page ‘Primary market’. You acknowledge and agree that by pressing the ‘Buy’ button:

12.3.1. You confirm that You have read and understand the terms of the Assignment Agreement and the terms and conditions of the Loan Agreement behind the Claim;

12.3.2. You confirm the purchase of the Claim and the conclusion of the Assignment Agreement;

12.3.3. the Assignment Agreement becomes binding to You; and

12.3.4. authorize Us to withdraw from Your User Profile balance the amount of the Digital Assets specified by You to be paid as the Claim Price for the purchase of the Claim, as referred to in Section 12.1.3, and transfer them to the Assignor in accordance with the Assignment Agreement.

12.4. Each request to purchase a Claim is registered and executed in chronological sequence by the Platform, and We reserve the right to unilaterally amend and supplement the order of execution of the requests without prior notification to You.

12.5. On each request to purchase a Claim executed on the Platform:

12.5.1. We will provide You with the confirmation of the conclusion of the Assignment Agreement; and

12.5.2. the Claim will be assigned and transferred to You by the Assignor in accordance with the Assignment Agreement; and

12.5.3. We will provide You with information about the Claim assigned and transferred to You by an Assignor and the Assignment Agreements concluded on the Platform.

12.6. You are not entitled to cancel, reverse, or amend any purchase of the Claim executed by You via the Platform. You acknowledge and agree that the refusal rights available within the refusal period under consumer protection regulations do not apply to any executed purchase of the Claim via the Platform.


13. PAYMENT OF THE CLAIM PRICE

13.1. Upon receipt of Your confirmation of the purchase of the Claim and conclusion of the Assignment Agreement, as referred to in Section 12.3:

13.1.1. You should pay the Assignor the Claim Price, as referred to in Section 12.1.3; and

13.1.2. in accordance with the authorisation given by You to Us, as referred in Section 12.3.4, We will withdraw from Your User Profile balance the amount of Digital Assets specified by You to be paid as the Claim Price for the purchase of the Claim, as referred to in Section 12.1.3, and transfer them to the Assignor.

13.2. You acknowledge and agree that the payment of the Claim Price is;

13.2.1. precondition of the assignment and transfer of the Claim to Your by the Assignor; and

13.2.2. deemed to be made on the day when We have withdrawn the amount of Digital Assets specified by You to be paid as the Claim Price for the purchase of the Claim, as referred to in Section 12.1.3, from Your User Profile balance.


14. OFFER TO SALE A CLAIM

14.1. You acknowledge and agree that:

14.1.1. a Claim purchased by You and transferred to You may only be offered for sale and sold through the Platform in accordance with the Assignment Agreement to the Lenders and/or to a third person who is entitled to or obliged to repurchase the Claim in accordance with the Assignment Agreement; and

14.1.2. You may not otherwise sell, assign, or transfer a Claim to another person.


15. REPAYMENTS

15.1. We will service the payments made by the Lender in accordance with the Assignment Agreements and deliver to You the Repayments due to You by increasing Your User Profile balance in accordance with the Assignment Agreement.

15.2. If the Lender fails to make due payments to Us in accordance with the Assignment Agreement, We may incur costs, such as external legal fees related to the recovery of respective funds due to You, restructuring of the payment obligations towards You and other users of the Platform, or taking other actions which are aimed at ensuring that payments are made to You and other users of the Platform in accordance with the Assignment Agreements. You acknowledge and agree that We are entitled to compensation, and You agree to compensate Us such reasonable costs incurred since the aforementioned recovery procedures are made by Us acting in Your interests and benefit, as Your fiduciary agent. We will, in each case, inform You about the costs, which should be compensated by You, and such compensation shall be limited by the recovered amount of due payment received by Us.


16. REPORTS AND STATEMENTS

16.1. All purchases of the Claims or any other activity on the Platform concluded by You via the Platform will be reflected by Us in Your User Profile for Your review at any time.

16.2. We will make available to You details of:

16.2.1. all purchases of the Claims performed by You on the Platform in the dashboard and in the form of reports available at Your User Profile on the Platform; and

16.2.2. all the Repayments received by You in accordance with the Assignment Agreements.

16.3. After the Assignment Agreement is concluded, it shall be available at the User Profile on the Platform until the termination of the Terms of Use and closing of Your User Profile.

16.4. Other documents regarding the Claim shall be kept by the Lender (as the Assignor) or other person indicated in the Assignment Agreement, and shall not be transferred to the User.


17. USER’S ACKNOWLEDGEMENTS AND REPRESENTATIONS

17.1. You confirm that You are aware of and agree that if You purchase a part of the Claim against the Borrower deriving from the Loan Agreement:

17.1.1. the Claim is not absolute, and the entire claim rights against the Borrower deriving from the Loan Agreement is not assigned and transferred to You in accordance with the Assignment Agreement;

17.1.2. You are not the sole Creditor, and the Loan Repayments received from the Borrower will be distributed among all the Creditors in proportion to the amounts of their claims against the Borrower; and

17.1.3. based on authorisations given to Us, We administer the Claim for the benefit of all Assignees who have purchased the Claim via the Platform.


18. USER’S RIGHTS AND OBLIGATIONS

18.1. During the term of the Terms of Use, You undertake to:

18.1.1. use the Platform only for the purpose of actions allowed by the Platform and the Terms of Use;

18.1.2. comply with the Terms of Use, the Assignment Agreement, and other agreements that are binding upon You and are concluded with Us;

18.1.3. provide true and accurate information and documents to Us;

18.1.4. promptly, but no later than within 2 (two) Business Days, to notify Us in writing and update Your User Profile details if if (i) Your Email Account address, telephone number, name, surname, address of residence, citizenship, tax residence, tax identification number, or User Account information (for a User who is an individual) or (ii) Your Email Account address, telephone number, company name, registered address, tax residence, tax identification number, representatives, beneficial owners, or User Account information (for a User who is a legal entity) changes;

18.1.5. promptly, but no later than within 2 (two) Business Days, submit information and documents for Us to perform the identity and security validation and verification checks in accordance with Our procedures and policies;

18.1.6. ensure a positive and sufficient balance of Your User Profile to fulfil the Terms of Use, the Assignment Agreements, and cover any payments arising from them;

18.1.7. use only secure means and devices of onic communication and data transmission; and

18.1.8. communicate with Us primarily through the Platform and by using Your Email Account and telephone number indicated on the Platform.

18.2. During the term of the Terms of Use, You acknowledge and represent that You:

18.2.1. are capable of making decisions regarding the purchase of any Claim;

18.2.2. understand all risks related to Our Services, activities and ancillary services, including the risk that You may not receive Repayment for the whole or any part of any Claims in accordance with the Assignment Agreements;

18.2.3. understand all risks associated with transferring of the Digital Assets to Us to be added to Your User Profile balance;

18.2.4. understand that if the balance of Your User Profile is negative and/or insufficient, We will not (i) carry out the relevant transaction on behalf of You and (ii) be liable for any damage or loss which You may suffer in this regard.

18.3. You acknowledge and agree that We and each Lender:

18.3.1. have an obligation to ensure the confidentiality of each Borrower’s personal data;

18.3.2. will disclose only limited information as regards each Borrower, any guarantor, any pledgor and any collateral (if any); and

18.3.3. will not disclose any confidential information about any Borrower, any guarantor, any pledgor and any collateral (if any).

18.4. During the term of the Terms of Use, You undertake not to:

18.4.1. use the Platform and Our Services for committing any illegal or malicious actions, performing unlawful and inappropriate activities, and/or carrying out illegal transactions, including fraud and money laundering;

18.4.2. revoke the authorisation issued to Us under the Terms of Use;

18.4.3. disclose to any third person information with respect to the Terms of Use that may concern the interests of Us or any of the Borrowers and/or the Lenders;

18.4.4. request information about any of the Borrowers and not to start servicing the Claim and/or not to commence the Loan recovery;

18.4.5. not, personally or through third persons, contact any of the Borrowers in any way in connection with the Assignment Agreement and the purchased Claim;

18.4.6. use the Platform, its underlying computer programs (including application programming interfaces (APIs)), domain names, Uniform Resource Locators (URLs), databases, functions or its content, other than for private non-commercial purposes unless otherwise agreed by Us in writing in accordance with Our procedures. Use of any automated system or software, whether operated by a third person or otherwise, to extract any data from the Platform for commercial purposes (screen scraping) is strictly prohibited;

18.4.7. use any automated means to access the Platform or collect any information from the Platform (including robots, spiders, scripts or other automatic devices or programs);

18.4.8. use any high-frequency and algorithmic trading techniques and software for performing transactions on the Platform;

18.4.9. reproduce, modify, adapt, translate or otherwise make any changes to the Platform or its services;

18.4.10. copy, disclose or distribute any data available on or through the Platform and its services in any medium, including by any automated or non-automated ‘screen scraping’, ‘database scraping’ or any other activity with the purpose of obtaining content or other information for any purpose;

18.4.11. decompile, disassemble or otherwise gain access to the source code of the Platform or use it;

18.4.12. frame or mirror the Platform, utilise framing techniques to enclose any content or other proprietary information, place pop-up windows over the Platform, or otherwise affect the display of the Platform;

18.4.13. interfere with, circumvent or disable any security or other technological features or measures of any of the services on, or attempt to gain unauthorised access to, the Platform (or any of its services) or its related systems or networks;

18.4.14. use data provided by Us or other persons on the Platform in any manner whatsoever, for any competing uses or purposes with respect to Us, any of the Lenders or other persons who have provided that data;

18.4.15. take any action not explicitly permitted by the Terms of Use that imposes or may impose, at Our determination, an unreasonable or disproportionately large load on Our infrastructure.

18.5. You are entitled to assign, transfer or otherwise delegate Your rights and obligations acquired under the Terms of Use to any third persons without the prior written agreement of Us.

18.6. You are aware of and understand that it is Your responsibility to determine what, if any, taxes apply to the payments You make or receive and that it is Your responsibility to collect, report, and remit the correct tax to the appropriate tax authority in accordance with the laws and regulations applicable to You in Your country of tax residence. You acknowledge and agree that We are not responsible for determining whether any taxes apply to You and Your use of the Services or for collecting, reporting or remitting any taxes arising from any of Your activity on the Platform, use of the Services, and conclusion of the Assignment Agreements. You acknowledge and agree that We may make certain reports to tax authorities regarding activities executed on the Platform and that We may, in Our sole discretion or as required by laws and regulations applicable to Us, provide You with additional documentation or records needed by You to calculate any tax obligations. We may also withhold and deduct at source any taxes due under the laws and regulations applicable to Us in Our sole discretion.


19. AUTHORISATION

19.1. You appoint and irrevocably authorize Us, as Your representative, in the following actions without needing any prior or additional approval from You and subject to Our discretion, that is, without obliging Us to exercise any of the authority:

19.1.1. to service a Claim in Your interests;

19.1.2. to communicate with any of the Lender and third persons in relation to the Assignment Agreement and the Loan Agreement and to monitor any of the Lender’s compliance with the said agreements;

19.1.3. to enter into the guarantee agreement on behalf of You with the guarantor at Our discretion on terms and conditions and at Our discretion to establish any other collateral securing performance of any of Lender or a third person’s obligations arising from the Assignment Agreement, as well as without prior coordination with You, to make amendments or sign supplement agreements to guarantee agreement created as per this Section;

19.1.4. to carry out the payment of the Claim Price by deducting the Claim Price from the Your User Profile balance and transferring the respective amount to the Assignor and in accordance with the Terms of Use and Assignment Agreement;

19.1.5. to distribute the Repayments received by You, as the Assignee, in accordance with the Assignment Agreement and transferred by the Lender or a third person to FU Capital by reflecting the Repayments received by You in Your User Profile’s balance on the Platform;

19.1.6. to withhold all payments related to any of the Assignment Agreements;

19.1.7. to submit and enforce any claims against the Lender, a guarantor and/or a third person arising from the Assignment Agreement, guarantee agreement or any other agreement;

19.1.8. to submit and enforce any of Your rights as a Creditor against the Borrower or as a Creditor against the Lender and a third person arising out of the Assignment Agreement and/or the Loan Agreement;

19.1.9. to demand that the Lender executes the repurchase Obligation in accordance with an Assignment Agreement;

19.1.10. to demand that the Lender executes the buyback Obligation in accordance with an Assignment Agreement;

19.1.11. to decide what actions should be taken in case of the Lender ’s, a third person’s or a guarantor’s default and execute such actions;

19.1.12. to perform other actions that We are entitled to take on behalf of You under the Terms of Use.

19.2. You agree and consent that You are aware of and agree that the afore-mentioned authorisation to Us shall be valid throughout the term of the Terms of Use, and the actions of Us are binding on You. You waive any claims against Us in this regard.

19.3. You agree and consent that that the authorisation provided to Us under the Terms of Use is issued with the right of further authorisation and is in force for the entire duration of the Terms of Use. We or, in case of transfer of the management of the Claim by Us to a third person, the third person has the right to act, using its employees and authorised representatives. We are entitled to, at Our own discretion, appoint a third person to whom the transfer of the management of the Claim can be assigned by Us together with the authorisation given by the Assignee hereunder.

19.4. The authorizations, instructions, consents, permissions or powers of attorney given to Us under the Terms of Use shall be deemed given to Us and Our Affiliates.