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General Terms of Use

Version: July, 2021
Disclaimer: Please read these terms of use carefully before using the Levenue Platform. By clicking the "I agree" button, (i) you agree that your use of the Levenue Platform shall be governed by these general terms of use, (ii) you explicitly confirm all acknowledgments, agreements, representations and warranties as set out in these general terms of use.
These general terms of use (the "General Terms of Use") describe the terms and conditions under which users can use the Levenue Platform (as defined hereinafter). If you are using the Levenue Platform on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these terms of use, and "User" or "you" and will refer to you or to that entity, as applicable.
The Levenue Platform is operated and managed by Levenue B.V., a private company with limited liability incorporated under the laws of the Netherlands, having its seat in Breda, the Netherlands, and its registered office at Markendaalseweg 44, 4811KC Breda, the Netherlands and registered with the Dutch Commercial Register under number862436400 ("Levenue", "we" or "us"). If you have any questions about the Levenue Platform or these Terms of Use, please contact us at termsofuse@levenue.com.
These General Terms of Use shall be deemed supplemented with any specific agreement entered into between you and Levenue (any such specific agreement, the "Specific Terms of Use")and such Specific Terms of Use shall be deemed to form part of the terms of use (these General Terms of Use together with such Specific Terms, the "Terms of Use").
Where there is a conflict between the constituent parts of the Terms of Use, the Specific Terms of Use shall prevail over these General Terms of Use, unless explicitly stated that the relevant provision of the Specific Terms of Use is amended in which case these General Terms of Use shall prevail. Notwithstanding the foregoing, (i) any and all rights of Levenue as set out in these General Terms of Use shall apply cumulatively and be enforceable against the User in addition to the rights of Levenue as set out in the Specific Terms of Use, and (ii) any and all representations and warranties, indemnification obligations and other undertakings of the User as set out in these General Terms of Use shall apply cumulatively and be enforceable against the User in addition to the representations and warranties, indemnification obligations and other undertakings of the User as set out in the Specific Terms of Use.
1. The Levenue Platform
1.1
The Levenue platform is an online platform whichbrings together companies with a business model based on recurring revenues (each a "XaaSBusiness") seeking to obtain financing for growth, andinvestorsinterested in providing such financing ("Investors").The Levenue platform operates as a "market place" where XaaS Companies can turn monthly recurring revenues into an upfront annual payment.The platform and the services accessible via the platform (including with respect to the "market place", the access to and analysis of data by Levenue, and the matching of "orders" between the "buy side" and the "sell side") are collectively referred to as the "Levenue Platform".
1.2
Levenue intends to submit or has submitted an application to become a duly licensed crowdfunding service provider in accordance with Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European crowdfunding service providers for business, which will apply from 10 November 2021. As long as the application process is pending, the Levenue Platform will be restricted to XaaS Businesses and Investors incorporated in certain jurisdictions and provided, in the case of the Investors, that they qualify as qualified investors, as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and the minimum amount of each financing transaction will be EUR 100,000.
1.3
The Levenue Platform is currently intended solely for XaaS Businesses and Investors which are companies or legal entities duly incorporated in Belgium, The Netherlands, Luxembourg or England and Wales, provided that Levenue may also accept XaaS Businesses or Investors in other jurisdictions. The Levenue Platform is not intended for individuals or sole traders.
1.4
The Levenue Platform can be accessed through the website https://www.levenue.com.
1.5
In case you need technical support, you can contact us on the following e-mail address technical@levenue.com.
2. Applicability, Changes and Terms of Service of Third Party Servicer Providers
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 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:
a)
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;
b)
amend or change the Terms of Use; or
c)
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 thirdparty service provider may apply. You will be notified ifsuch 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. Levenueshall 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. Use of the Levenue platform
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, atits sole discretion, to provide you with certain updates of the Levenue Platform.
4. Licence Granted to the User
4.1
During the Term (as defined in Clause 11) and subject to your compliance withthe Terms of Use, andsubject 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 "License"). 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:
a)
alter, translate, adapt or modify in any manner the Levenue Platform;
b)
sublicense, lease, rent, loan, distribute, make available or otherwise transfer the Levenue Platform to any third party;
c)
make the Levenue Platform available or to sell or rent the Levenue Platform to any thirdparty;
d)
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;
e)
use or copy the Levenue Platform except as expressly allowed under this clause4;
f)
gain unauthorised access to accounts of other users;
g)
use the Levenue Platform to conduct or promote any illegal activities;
h)
use the Levenue Platform to circulate unsolicited e-mail advertisements or spam;
i)
impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
j)
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);
k)
alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the Levenue Platform;
l)
remove or in any manner circumvent any technical or other protective measures in the Levenue Platform; or
m)
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.
5. Licence granted to Levenue
You grant to Levenue a non-exclusive, perpetual, royalty-free, worldwide, sublicensable, transferable, license to use, copy, store, modify, transmit and display the information, data, or contentyou upload, create or otherwise provide through the Levenue Platform (including but not limited to any financial or commercial information uploaded to the Levenue Platform from or through the XaaS Business' subscription payment management platform (the "User Content"). Levenue reserves the right, but is not obliged, at its sole discretion, to review and remove any User Content that Levenue deems to be in violation with the provisions of the Terms of Use, any rights of thirdparties, any applicable legislation or regulation, or that is otherwise deemed inappropriate.
6. Intellectual property rights
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 clause4 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 clause5 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.
7. Suspension for breach
Levenue shall be entitled, at its sole discretion, to suspend or limit your and your company's access to the Levenue Platform if it becomes aware or suspects, atits sole discretion, any violation by you or your company of the Terms of Useor any other instructions, guidelines or policies issued by Levenue. The duration of any suspension by Levenue shall be until you have cured the breach which caused such suspension or limitation.
8. Liability
8.1
To the maximum extent permitted under applicable law, Levenue shall only be liable for damages resulting from its gross negligence; wilful misconduct orfraud.
8.2
To the extent legally permitted under applicable law, Levenue shall not be liable to the User or any thirdparty 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:
a)
the accuracy, completeness, correctness or adequateness for its intended use of the User Content;
b)
your unauthorised use of the Levenue Platform;
c)
your or any thirdparty's modification of (any parts of) the Levenue Platform;
d)
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
e)
your use of the Levenue Platform in combination with any non-Levenue products or services.
9. Warranties
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:
9.2.1
You make the following representations and warranties to us (in addition to any representations and warranties contained in the Specific Terms of Use):
a)
that you have the authority to bind the User's company and its employees to the Terms of Use;
b)
that any User Content provided by you is accurate, complete, truthful and adequate for its intended use through the Levenue Platform, and shall not:

i) infringe any Intellectual Property Rights of third parties;

ii) misappropriate any trade secret;

iii) be deceptive, defamatory, obscene, pornographic or unlawful;

iv)contain any viruses, worms or other malicious computer programming codes intended to damage Company's system or data; or

v) otherwise violate the rights of a thirdparty.
9.2.2
The Useracknowledges and agrees that Levenue is not obligated to back-up any UserContent. 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. Indemnification
10.1
By Levenue:
10.1.1
Levenue shall defend and indemnify you as specified herein against any founded and well-substantiated claim(excluding indirect or consequential damages) brought by third-parties to the extent such claim is based on an infringement of the Intellectual Property Rights of such third party by the Levenue Platform and excluding any claims resulting from or in connection with:

a) the accuracy, completeness, correctness or adequateness for its intended use of the User Content;

b) your unauthorised use of the Levenue Platform;

c) your or any thirdparty's modification of (any parts of) the Levenue Platform;

d) 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

e) your use of the Levenue Platform in combination with any non-Levenue products or services.

10.1.2
Such indemnity obligation shall be conditional upon the following:

a) Levenue is given prompt written notice of any such claim;

b) your unauthorised use of the Levenue Platform;

c) upon Levenue's request, the User fully cooperates with Levenue in the defence and settlement of such a claim, at Levenue's expense; and

d) the User makes no admission as to Levenue's liability in respect of such a claim, nor does the User agree to any settlement in respect of such a claim without Levenue's prior written consent.
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.
10.1.4
In the event the Levenue Platform, in Levenue's reasonable opinion, is likely to or becomes the subject of a third party infringement claim (as per this clause10.1), Levenue shall have the right, at its sole discretion and expense, to:

a) modify the (allegedly) infringing part of the Levenue Platform so that it becomes non-infringing while preserving materially equivalent functionalities;

b) obtain for the Usera licence to continue using the Levenue Platform in accordance with these Terms of Use; or

c) terminate the Terms of Use and/or any other agreement entered into between the User and Levenue.

10.1.5
The foregoing states the entire liability and obligation of Levenue and the sole remedy of the User with respect to any infringement or alleged infringement of any Intellectual Property Rights caused by the Levenue Platform or any part thereof.
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:
a)
your access to or use of the Levenue Platform;
b)
any breach or violation by you of any provisions of the Terms of Use or any other instructions or policies issued by Levenue;
c)
any User Content (including where such User Content violates or is alleged to violate any Intellectual Property Rights of a third party);or
d)
fraud, wilful misconduct, or gross negligence committed by you.
11. Term
11.1
Levenue shall grant you a licence to use the Levenue Platform in accordance with clause 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 theSpecific 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. Termination
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:

a) save as set out in paragraph (c) below, you will no longer be authorised to access or use the Levenue Platform;

b) 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 clause14.5, 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;

c) 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 Clause12.2, 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. Complaints
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 atcomplaints@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. Miscellaneous
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
14.4.1
You may not assign or transfer your rights or your obligations underthe Terms of Useto any third party.
14.4.2
Levenue will be free to:

a) transfer or assign (part of) its obligations or rights under the Terms of Use to any of its affiliates; and

b) subcontract performance or the support of the performance of the Terms of Use to its affiliates, to individual contractors and to third party service providers without prior notification to the User.

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.