1. Unless the context otherwise requires, the capitalised terms in this Contract shall have the meanings set out in the table below:
1.1. Secondary Market
|Platform functionality that allows Users to transfer their Rights to claim to other Users.|
|User, funding (committed to funding) the Project, announced on the Platform with the crowdfunding funds.|
1.3. Payment Schedule
|A schedule provided on the Platform in accordance with which the Project Owner must repay the Loan amount, pay Interest and other amounts known in advance under the Loan Agreement.|
|The person who created the user account on the Platform, the Funder and/or the Project Owner.|
|Crowdfunding platform operator UAB Inrento, legal entity code 305519977, registered office address: Ramybės g. 4-70, LT-02103 Vilnius.|
|A public offer to conclude a Loan Agreement submitted on the Project Owner's Platform in accordance with the terms agreed in advance with and approved by the Operator. The Application contains basic information about the Project and its main terms and conditions.|
1.7 User Account
|An individual User account created on the Platform, protected by a unique password entitling the User to use the functionalities provided on the Platform, submit Applications and/or fund Projects.|
1.8. Funding period
|Period during which the amount of the Loan to fund the Project is to be collected.|
|Funder (natural or legal person) who is a party to the Loan Agreement and who has provided the Loan amount to the Borrower using the Platform.|
|Party to the Loan Agreement (legal person) to which the Loan amount has been granted in accordance with the Loan Agreement concluded through the Platform.|
1.11. Loan Agreement
|A crowdfunding transaction concluded with the help of the Platform between the Funders and the Project Owner, by which the Funder provides the Crowdfunding funds to the Project implemented by the Project Owner. The Loan Agreement consists of the General and the Special Terms and Conditions including all their annexes.|
1.12. Loan amount
|The amount funded by the Lenders, provided as a loan to the Borrower, which the Borrower must repay in accordance with the terms of the Loan Agreement;|
A unique User account opened in the system administered by the payment service provider indicated by the Operator (hereinafter referred to as Payment Service Provider).
|This document, the contract on the use of the crowdfunding platform.|
|Remuneration for the Loan amount granted, consisting of Fixed Interest and Variable Interest (if applicable).|
1.16. Service rates
|The fees payable to the Operator for the services rendered published on the Platform.|
|Operator-administered crowdfunding platform, available on www.inrento.com, through which the Funders may provide Crowdfunding funds to the Project Owner.|
1.18. Acceptability test
|Assessment of acceptability of the funding transaction for the Funder, during which the Operator requests the Funder to provide information on the User's knowledge and experience in the field of investment, related to the type of funding transaction to be concluded and assesses the acceptability of such type of funding to the Funder.|
|Project prepared for the satisfaction of business needs, except for consumption, and published on the Platform, for the implementation whereof the Project Owner seeks to attract Crowdfunding funds from the Funders.|
1.20. Project Owner
|A User who seeks to raise Crowdfunding funds from the Funders for his initiated Project through the Platform.|
1.21. Rights of claim
|The Lender's rights to claim to the Borrower under the Loan Agreement, the amount whereof is specified in the Special Terms and Conditions with all rights related to or arising from them.|
1.22. Crowdfunding funds
|Funds provided to the Project Owner by the Funder through the Platform.|
|Pledge, mortgage, surety, guarantee or other collateral securing the financial obligations of the Project Owner to the Funders.|
2. Other terms not indicated above and used in this Contract shall be construed as defined in the Loan Agreement, in other agreements published on the Platform or concluded separately by the Users with the Operator, as well as in the Law and other applicable legal acts.
4. By entering into this Contract, the Users acknowledge that they have read this Contract in detail, have understood its content and consequences and voluntarily agree with the terms and conditions set forth in the Contract regarding the use of the Platform. Users confirm that they are aware that the use of the Platform and the services provided by the Operator are possible only by accepting the terms and conditions provided in the Contract.
III. REGISTRATION AND USE OF THE PLATFORM
5. In order to use the Platform and the services provided by the Operator, a natural or legal person must register on the Platform and create a User Account. For this purpose, the person must provide the Operator with all the information required during registration, to create a login name and password. Upon successful creation of the User Account, the person becomes a User.
6. In the case of a natural person, only a person over the age of 18 can become a User. A User who is a natural person may use the Platform and enter into crowdfunding transactions only himself, without using the services of agents.
7. Upon successful registration on the Platform and creation of the User Account, the User may:
7.1. Become a Funder and provide crowdfunding funds through a Platform to a specific Project Owner
7.2. Become the Project Owner, publish Applications and fund own Projects by attracting crowdfunding funds from the Funders;
7.3. Use other services provided by the Operator on the Platform.
8. The User wishing to use the Platform and the services provided for in clause 7 of the Contract must:
8.1. Have a User Account opened in his name and link it to the User Account; In individual cases, for example when the investment amount is relatively high, the Operator reserves a right not to require the User to open an account with Payment Service Provider and carry out all payments transactions related with investments directly from his personal account in other financial institution;
8.2. Confirm his (and his beneficiaries') identity in accordance with the procedures provided by the Operator;
8.3. Provide the Operator with all required information for the prevention of money laundering and terrorist financing and knowing the customer.
9. Only Users who are legal persons seeking to raise crowdfunding funds for business purposes may become Project Owners in accordance with clause 7.2 of the Contract.
10. If the User fails to perform the actions provided for in clause 8 of the Contract in a proper manner, without confirming his identity within 6 months from the date of creation of the User Account, the Operator shall have the right to delete the User Account. In this case, in order to use the services provided by the Operator or the Platform, the person will have to re-register and create a new User Account.
11. By concluding this Contract, the User agrees and undertakes to cooperate with the Operator and, if necessary, provide:
11.1 Data necessary to identify and verify the identity of the User (and the User's beneficial owners);
11.2. Information on its activities, their nature and scope;
11.3. Information on the operations performed by the User, the origin of the funds.
12. In all cases where the Operator has a reason to believe that the User provides inaccurate or incorrect information during identification, the Operator shall have the right to request the User to provide the revised information, explanations and/or to notify the competent law enforcement authorities about such a situation.
13. By concluding this Contract, the User confirms that he is aware that the Operator at sole discretion shall have the right to impose additional registration requirements on the User, set operating restrictions on the Platform and may refuse to approve the User's registration.
14. The User is aware and confirms that all his actions performed after logging in to the User Account on the Platform are considered valid User’s confirmations and consents signed with an electronic signature, as provided by the Law on Electronic Identification and Electronic Transaction Assurance Services.
15. The User confirms that he has all the necessary authorisations for actions performed through the Platform and assumes full responsibility for exceeding his authorisations or not updating information about himself or his authorisations. The Operator shall have no obligation to verify the User's rights or powers to fund the Project or to make decisions to attract crowdfunding funds.
16. The User is responsible for the accuracy and relevance of the information, data, documents provided by him. During registration on the Platform, during the identification procedure or during the use of the Platform, if incorrect and/or inaccurate information is provided and (or) it is not updated in time, the User shall be liable for losses caused by such actions to the Operator and (or) other persons.
17. The User can only have one active User Account on the Platform. Any User Accounts subsequently registered may be deleted without prior notice.
IV. PUBLICATION OF PROJECTS ON THE PLATFORM
18. In order to publish the Project on the Platform and receive funding for it, the User, a legal person, shall fill out the questionnaire on the Platform regarding the Project to be funded or otherwise contacts the Operator regarding the Project to be funded.
19. In order to attract crowdfunding funds on the Platform, the User must have a User Account opened in his own name.
20. After collecting the initial information about the User's intention to publish the Project, the Operator shall perform the reliability assessment of such User (Project Owner) in accordance with the procedure established by legal acts and internal documents. Reliability assessment shall be performed in accordance with the Project Owner Reliability Assessment Procedure published on the Platform, however, in all cases the Operator shall have the right to request additional information or documents in order to assess the Project Owner's reliability.
21. The User (Project Owner) must cooperate with the Operator during the reliability assessment performed by the Operator and provide the Operator with all requested information and documents about himself and about the planned Project necessary to assess the reputation and creditworthiness of the Project Owner. If the User fails to provide the information requested by the Operator, or submits incomplete or incorrect information, the Operator may refuse to continue to perform the reliability assessment of the Project Owner and not allow the User to publish the Application on the Platform.
22. If, after the reliability assessment of the Project Owner, it is established that the Project Owner (or the Project) fails to comply with the requirements set out in the Project Owner Reliability Assessment Rules approved by the Operator, the Operator refuses to allow the Project Owner to submit the Application via the Platform. Refusal to publish the Project on the Platform does not entitle the Project Owner to claim damages, reimbursement of expenses incurred, refund of fees provided in the Service rates or review of the Operator's decision.
23. Following the Operator's positive assessment of the reliability of the Project Owner, the conditions of the Application planned to be published on the Platform are finally agreed between the Operator and the Project Owner and a written agreement on the publication of the Project on the Platform is concluded, which provides for the following:
23.1. All the main funding conditions of the Project;
23.2. The Loan amount to be funded during the Project,
23.3. Loan amount funding period (Application publication period),
23.4. Terms offered to the Funder (including, Variable and Fixed Interest, Share of profit and any other payments, that are applicable);
24. If the Project Owner and the Operator enter into an agreement on the publication of the Project on the Platform, the Project Owner shall have the right to publish the Application on the Platform.
25. The Project Owner may withdraw the published Application or cancel the Project only until the moment the Project is published on the Platform and having paid the relevant fees specified in the Service rates to the Operator (if any). Subsequent withdrawal of the Application or cancellation of the Project is possible only with the written consent of the Operator.
26. At least the following information about the Project shall be published on the Platform, together with the Application:
26.1. The minimum amount of funding per Funder;
26.2. The target Loan amount to be collected and (or) funding stages (if it is planned to collect the crowdfunding funds in separate stages);
26.3. Loan amount funding term;
26.4. Interest, other payments payable to the Lender and frequency of their payment;
26.6. The amount of currently collected crowdfunding funds;
26.7. Different conditions applied to Funders depending on their funded amount (if applicable);
26.8. Other information related to the Project and funding of the Project.
27. Publication of the Project on the Platform shall not constitute a guarantee by the Operator that the Project will be funded, that a Loan Agreement will be concluded with the Project Owner or that the raised crowdfunding funds will be disbursed to the Project Owner (e.g. if the Project Owner fails to provide the Collaterals, the funds will not be disbursed to the Project Owner).
28. The crowdfunding funds allocated by the Funders to the Project Owner's Project shall be paid into the Account specified by the Project Owner only if the Collaterals are properly provided and all actions specified in this Contract and the concluded Loan Agreement are performed.
29. If the circumstances related to the Project Owner, Related Persons (if any) or the Project change during the Project funding period and, in the opinion of the Operator, such changes may have a negative impact on the reliability assessment of the Project Owner or the implementation of the Project, or circumstances that may adversely affect the Operator's reputation, the Project may be cancelled by unilateral actions of the Operator. Such actions of the Operator shall not entitle the Project Owner to claim reimbursement of the costs incurred or compensation for the damages.
30. The Loan amount and the Loan amount Funding period for each Project are determined separately and specified in the published Application. If the Loan amount is not collected during the Loan amount Funding period, the following actions may be possible:
30.1. The Project is cancelled and the funds allocated to the Project shall be returned to the accounts of the Funders.
30.2. Upon separate agreement between the Project Owner and the Operator, the Loan amount Funding period may be extended for a period not longer than the initial Loan amount Funding period;
30.3. By separate agreement between the Project Owner and the Operator, the collected Loan amount is reduced. In this case, not only the collected Loan amount may be changed, but the other funding conditions specified in the Application do not change.
31. Information on the actions performed in accordance with clause 30 of the Contract shall be published on the Platform, if necessary, in the User Accounts of the Funders of the respective Project.
32. Project Owners are prohibited from contacting the Funders in order to provide them with any information about the Project other than that specified in the Platform and/or to receive funding from them outside the Platform. In case of breach of these obligations, the Project Owner undertakes to pay the Operator a fine of EUR 10,000, which is agreed by the parties to constitute the minimum loss of the Operator. The Operator may also indemnify for any other losses that may exceed the minimum loss amount specified above and agreed upon by the parties.
V. FUNDING OF PROJECTS AND CONCLUSION OF A LOAN AGREEMENT
33. Only the Projects that are assessed as suitable for publication on the Platform in accordance with the Project Owner Reliability Assessment Rules approved by the Operator are published on the Platform.
34. In order to fund the Projects published on the Platform, the Funder must have a User Account opened in his own name, which contains the funds planned to be allocated for the funding of the Projects. In individual cases, for example when the investment amount is relatively high, the Operator reserves a right not to require the User to open an account with Payment Service Provider and carry out all payments transactions related with investments directly from his personal account in other financial institution;
35. Before concluding the Loan Agreement for the first time, the Funder must perform an Acceptability test of the respective transaction, which is intended to determine the acceptability of the type of transaction to the Funder. In order to take the Acceptability test, the Funder will have to independently fill in a questionnaire on the Platform about the Funder's knowledge and experience in the field of finance related to the type of transaction to be concluded.
36. If the results of the Acceptability test are negative or if the Funder refuses to perform the Acceptability test and/or does not provide all the necessary information, the Funder shall be notified and provided with additional information on the risks associated with crowdfunding. If the Funder, having made himself familiar with these results and risks, still seeks to fund the Project and conclude the Loan Agreement, the Funder thus confirms that he has understood the warning and the specified risks, and that they are acceptable to him.
37. Project funding (conclusion of a Loan Agreement) takes place on the Platform as follows:
37.1. Having decided to fund a specific Project and enter into a Loan Agreement, the Funder shall indicate and approve on the Platform the amount of funds it intends to allocate to the Project. The amount allocated to the Project may not exceed the amount of funds available in the Funder's Account;
37.2. Upon submission of a proposal on the Platform for funding the Project in accordance with the terms of the Application, such action of the Funder is irrevocable and the Funder loses the right to cancel its offer to grant a loan (except in cases when a separate written consent of the Operator is obtained for this purpose), the amount of funds in the Funder's Account and indicated in the offer shall be reserved and the amount of funds specified in the proposal shall be reserved or transferred to a separate special account (escrow) for the Project;
37.3. Once the Project has collected the full Loan amount to be funded, the Loan Agreement is considered to be concluded;
37.4. The Collaterals are provided and the collected funds are paid to the Project Owner.
38. The Funders are informed on the Platform about the conclusion of the Loan Agreement, submission of Collaterals, and disbursement of funds to the Project Owner. The signed Loan Agreement (and information related to the Loan Agreement) is provided in their personal user accounts on the Platform and/or at the e-mail address specified by them.
39. The Funders are informed on the Platform about the conclusion of the Loan Agreement, submission of Collaterals, and disbursement of funds to the Project Owner or other investor account if the Operator allows. The signed Loan Agreement (and information related to the Loan Agreement) is provided in their personal user accounts on the Platform and/or at the e-mail address specified by them.
40. The funds provided by the Funders for the conclusion of the Loan Agreement shall be transferred to the Project Owner when the Project Owner fulfils all the conditions set forth in this Contract and the Loan Agreement.
41. If the number of Funders wishing to enter into a Loan Agreement is higher than required for the Loan amount, priority shall be given to the Funders who have submitted a proposal to fund the Project earlier.
42. All payments must be made by Users on their own initiative. Nevertheless, in this Contract the User additionally grants the Operator the right and authority to manage the funds in the User's Account:
42.1. For the purpose of transferring funds on behalf of the Lender to the Borrower or the Operator;
42.2. To transfer funds from the Borrower to the Lender or the Operator.
42.3. If necessary, the User shall grant the right to the Operator and/or the financial institution where the Account is opened, to make a reservation of funds or transfer funds to a special purpose account (escrow), when the Funder undertakes to allocate funds under the Loan Agreement.
43. Under the Contract, the Funder entrusts the Operator without separate authorisation (with the right to delegate) to the extent necessary for the conclusion and execution of the Loan Agreements, to perform any actions and take any decisions on behalf of the Funders, including but not limited to:
43.1. To conclude Loan Agreements;
43.2. To enter into Collateral transactions (in which the Operator or a third party on his behalf is indicated as the creditor or their representative);
43.3. To represent the Lenders in courts or other institutions to the extent necessary for the execution, securing, enforcement of the Loan Agreements (including the recovery of mortgaged property).
44. At the request of the Operator, the User undertakes to immediately issue a separate written (if necessary, notarised) document, confirming that the Operator has the authority to perform the actions specified in clauses 41 and 42 of the Contract.
45. The fulfilment of the obligations arising from the Loan Agreements to the Lenders is secured by the pledge of the property provided by the Lender and (or) other Collaterals described in the Project (for example, surety or other). Specific Collaterals for the Loan Agreement are specified in the published Application.
46. Other terms and conditions for concluding and implementing the Loan Agreement are specified in the specific Loan Agreement.
VI. SECONDARY MARKET AND SUBROGATION
47. The Operator may (but is not required to) offer an opportunity for the Lenders to transfer their Rights to claim (or part thereof) to other Lenders in the Secondary Market on the Platform. The Borrower agrees that the Lender through the Secondary Market will be able to transfer the Rights to claim (or a part thereof) to another User without prior consent of the Borrower.
48. Users who seek to transfer their Rights to claim or acquire the Rights to claim held by other Users on the Secondary Market, before submitting an application for the subrogation on the Secondary Market or an offer in respect of such an application, must agree to the General Terms and Conditions of the Subrogation Agreement published on the Platform.
49. In order to transfer the Right to claim to a specific Borrower, the following actions are performed:
49.1. The User selects on the Platform the specific Right to claim (or part thereof) to be transferred and indicates the price at which the respective Right to claim (or part thereof) is to be transferred;
49.2. An application for subrogation shall be formed with regard to the selected Right to claim;
49.3. The formed application for subrogation is then published on the Platform (Secondary Market).
50. Users may see the applications for subrogation posted by other Users on the Secondary Market and make offers in respect of these applications for subrogation.
51. The application for subrogation published on the User's Platform shall be considered a binding offer for subrogation provided for in the Secondary Market at the price specified by the Funder, and the offer submitted by the User to acquire the Right to claim shall be considered to be a binding consent to acquire the Right to claim transferable on the Secondary Market at the specified price. If the application and the offer submitted on the Platform match, it is considered that the Users in the Secondary Market have entered into a Subrogation Agreement. The funds in the Account of the User who has submitted an offer to acquire the Right to claim may be reserved or directly transferred to the User transferring the Right to claim.
52. Users shall pay for the Rights to claim acquired in the Secondary Market by transferring funds from the Account of the User acquiring the Rights to claim to the Account of the User transferring the Rights to claim. After the settlement is completed and the funds are credited to the Account of the User transferring the Rights to claim, it shall be considered that the Rights to claim have been transferred and these transferred Rights to claim are reflected in the User Account of the User who acquired them. The User acquiring the Right to claim must have sufficient funds in his personal Account to pay the purchase price of the Right to claim.
53. In the application for subrogation, the User shall indicate the price at which this particular Right to claim is sought to be transferred on the Secondary Market. The Subrogation may be subject to the fees specified in the Operator's Service rates. In this case, the Fees shall be deducted from the funds received by the User subrogating in the Secondary Market.
54. Along with the transfer price, the application for the subrogation may contain other information about the transferable Right to claim, the Loan Agreement and the Borrower. Prior to the acquisition of the Transferable Right to claim on the Secondary Market, Users on the Platform shall be provided with access to information on the Right to claim to be transferred, the Borrower and its respective project (for the funding whereof the respective Loan Agreement has been concluded).
55. The User acquiring a transferable Right to claim on the Secondary Market shall, on his own initiative, familiarise with all information about the Right to claim published on the Platform, to assess it and, at its own risk, to make a decision to acquire the Right to claim subrogation on the Secondary Market. In the Secondary Market, the User and/or Operator who has transferred the Right to claim on the Platform shall not be liable to the User who has acquired the Right to claim in the Secondary Market if the Borrower no longer performs or improperly performs its debt obligations in accordance with the acquired Right to claim.
56. A User who has acquired the Right to claim on the Secondary Market becomes a party to the legal relationship of the Loan Agreement from which the transferable Right to claim arises and acquires all rights and obligations of the previous User who transferred the Right to claim.
57. The Borrowers are informed that the Rights to claim arising from the Loan Agreements concluded by them may be transferred to other Users in the Secondary Market. The fact of the subrogation in the Secondary Market shall not in any way affect the obligations assumed by the Borrower under the Loan Agreement, the performance of these obligations, the method of performance or the procedure of performance.
58. The Operator reserves the right in its sole discretion:
58.1. To prevent Users from transferring or acquiring Rights to claim on the Secondary Market;
58.2. To limit the pricing limits of the Rights to claim transferred on the Secondary Market: to provide for the maximum and minimum possible price ranges, within the scope whereof the User may determine the price of subrogation;
58.3. To limit or determine the minimum part of the Right to claim that can be transferred using the Secondary Market (expressing the limits as a percentage, the minimum nominal price of the Right to claim to be transferred or another expression set by the Operator);
59. The restrictions (and their changes) provided by the Operator in accordance with clause 58 shall be published on the Platform.
60. An application for subrogation may be published on the Secondary Market for a maximum of 10 calendar days from the date of publication of the first application. At the end of this period, the application for subrogation is annulled and the User must re-publish the application for subrogation in the Secondary Market.
61. If the publication of the application for subrogation on the Secondary Market prior to its acceptance substantially changes the essential circumstances related to the intended subrogation, the Operator shall have the right to withdraw such application for subrogation published on the Secondary Market. In the latter case, the User wishing to continue to subrogate on the Secondary Market must re-submit the application for subrogation there (if the Operator has not restricted such subrogation).
62. The Operator is not and cannot be liable to the Users in any way and to any extent for disruptions or suspensions of the Secondary Market, if due to these disturbances the Users are unable to transfer or acquire the Rights to claim on the Secondary Market for some time.
63. The Operator does not enable the Users to transfer their Rights to claim to other persons outside the Secondary Market.
64. The Operator shall have the right to unilaterally adjust the general terms and conditions of the Subrogation Agreement. Following adjustments to the general terms and conditions of the Subrogation Agreement, their new version shall be published on the Platform and shall apply to those Subrogation Transactions concluded on the Secondary Market after the publication and entry into force of this new version of the general terms and conditions of the Subrogation Agreement.
VII. NON-EXECUTION OF FUNDING TRANSACTIONS
65. Should the Project Owner fail to settle in accordance with the concluded Loan Agreements, the Operator (or a third party authorised by him), as the Lender's representative, performs the actions of administration and implementation of the Loan Agreements and Collaterals for which the fees specified in the Service rates are paid, for the benefit of the Lenders.
66. Funds recovered from mortgaged property, other Collaterals or other property of the Project Owner, are allocated to meet the claims of the Lenders, after deduction of costs and fees incurred by the Operator, the costs of other persons acting in favour of the Lenders specified in the Service rates (if such persons have been used).
67. Collaterals may be realised in the manner chosen by the Operator in accordance with the laws of the Republic of Lithuania (by selling the mortgaged property at a (non) public auction, selling to a third party chosen by the collaterals provider, etc.).
VII. CHARGES AND RATES
68. Information on the charges, fees and rates applicable to the Services on the Platform and their payment arrangements are provided in the Service rates section. By approving this Contract, the User also confirms that he has read the Service rates and undertakes to pay them in accordance with the established conditions and procedure.
69. The Project Owner undertakes to cover all costs related to the conclusion and execution of the Loan Agreement and the Collaterals transactions, intended to pay for the services of third parties (e.g., valuation of assets, approval and registration of Collaterals transactions, deregistration, modification, etc.).
70. All fees payable to the Operator must be paid by the User. However, with this Contract, the User additionally grants the Operator the right and authority to submit an instruction to Payment Service Provider on behalf of the User, to transfer the fees specified in the Service rates from the User's Account to the Operator's account. The Operator shall have the right to credit the payments due to him in accordance with the Service rates from the respective amounts transferred by the Users and transferred to the Users to the Operator's account.
71. Users undertake to pay themselves any state or other type of tax applicable to them in relation to the income received from the concluded Loan Agreements and other applicable taxes, unless the Operator will be obliged to do so in accordance with the applicable laws of the Republic of Lithuania.
IX. OBLIGATIONS OF THE USER
72. The User undertakes:
72.1. To provide correct and complete requested information, documents to the Operator, and to update them in a timely manner;
72.2. To enter into the Loan Agreements without violating the laws applicable to the User, concluded agreements, arrangements or court decisions;
72.3. Not to use the Platform and/or the Operator's services for any illegal purposes (e.g. fraud, money laundering, illegal provision of financial services, etc.);
72.4. To fund Projects only through the Platform;
72.5. Not to disclose the login details to third parties and not to use third parties' User Accounts, passwords and other login details accordingly;
72.6. To refrain from promoting or advertising other platforms or other sources of funding of a similar nature on the Platform;
72.7. To refrain from harming, jeopardising or posing a risk to the Operator or other Users of the Platform to any extent by its actions or omissions;
72.8. To comply with the requirements of this Contract, the Loan Agreement and other agreements concluded between the parties and applicable legislation.
73. If the Operator suspects that the User is not fulfilling the obligations provided for in clause 72, the Operator may unilaterally take the actions necessary to protect its own, other Users' or third parties' interests, including but not limited to:
73.1. Restriction or cancellation of the User Account;
73.2. Restriction of the User's activity on the Platform and available functionalities;
73.3. Refusal to publish the Project on the Platform or cancellation or suspension of the published Project;
73.4. Prohibition for the User to conclude Loan Agreements;
73.5. Termination of the Loan Agreements concluded with the User,
73.6. Withholding of any User funds in the accounts linked to the Platform,
73.7. Informing the competent state authorities about the User and the actions taken by him;
73.8. Termination of this Contract without prior notice;
73.9. Other legal instruments.
74. The Operator may provide the User with the information on the measures applied to him, except in cases when the Operator will not be able to do so due to the legal requirements applicable to him.
X. LIABILITY OF THE PARTIES
75. The party in breach of the Contract must indemnify the other party for direct losses incurred as a result, including, but not limited to, any fines and/or other penalties imposed.
76. The Operator shall be liable only for direct losses incurred by the User as a result of intentional actions of the Operator or due to gross negligence of the Operator, if these losses occurred as a result of a material breach of this Contract by the Operator. In all cases, the Operator shall be liable only for those direct losses that the Operator could reasonably have foreseen during the breach of the Contract.
77. Users enter into Loan Agreements on the Platform directly with other Users, at their own will and risk. The Users themselves are personally parties to the contracts, and the Operator only administers the Platform and acts as an intermediary between the Funders and the Project Owners.
78. The Operator is not and cannot be held responsible, liable or guilty of:
78.1. Failure or improper performance and/or illegal conduct of Users;
78.2. The actions of the Users, by which the Users exceed the limits of the powers granted to them;
78.3. The accuracy and correctness of the information provided in the published Projects (provided by the Project Owner);
78.4. The non-performance of the Loan Agreement by the Project Owner;
78.5. Other services rendered by third parties (for example, payment service provider UAB Paysera LT, communication service providers, etc.) or Secondary Market disturbances and/or improper provision of third-party services;
78.6. Other actions or omissions beyond the effective control of the Operator.
79. The activities of the Operator do not and cannot be considered as involving the provision of investment advice, financial intermediation activities, the provision of payment services, advising on the conclusion, execution, enforcement of obligations and other activities not related to crowdfunding activities and not specified in this Contract.
80. The Operator shall not assume liability for any losses or lost income incurred by the Users using the Platform.
81. The insurance protection established by the Law on Insurance of Deposits and Liabilities to Investors of the Republic of Lithuania shall not apply to crowdfunding.
82. Project funding is associated with increased risk and Funders' funds may be lost and/or the Funders' expected return may not be earned due to financial difficulties, insolvency or other circumstances experienced by the Project Owner.
83. When concluding the Loan Agreements, the Funders must assess the risk posed by the respective transactions and its suitability and acceptability for themselves and, if necessary, use the advice of specialists. Information on the risks associated with crowdfunding is published on the Platform.
XII. INTELLECTUAL PROPERTY
84. All intellectual property rights related to the Platform, its content, the Operator's website, trademarks used by the Operator shall be owned by the Operator in full.
85. The content provided on the Platform may not be copied, downloaded, stored, reproduced or otherwise used without express written consent of the Operator, except when these actions are performed only to the extent and when it is necessary and related to the use of the services provided by the Operator.
86. All communication, notices and other information or documents relating to this Loan Agreement shall be provided in the following ways
86.1. Through the Platform, providing information in the User's personal User Accounts;
86.2. By e-mail;
86.3. By courier or registered mail.
87. The information and documents shall be deemed to have been received
87.1. 1 business day after its submission if it is submitted in the manner provided for in clauses 86.1 and 86.2;
87.2. 3 business days after its dispatch in the manner provided for in clause 86.3.
88. Users must immediately notify the Operator of any change in contact data and update this data in the Platform User Account.
89. Timely non-communication and/or non-updating of information shall exempt the Operator of any liability relating to the non-receipt of the information.
XIV. PROCEDURE FOR AMENDING THE CONTRACT
90. The Operator shall have the right to unilaterally amend and (or) supplement the Contract and its annexes by informing the User thereof in the methods described in clause 86 of this Contract. The new version of the Contract shall be published on the Platform and enters into force on the date specified by the Operator.
91. The Operator shall have the right to unilaterally change the Service rates. The User shall be informed about the changes in the Service rates and (or) their payment procedure no later than 14 calendar days before the effective date of the changes.
92. The User shall be informed about other changes in the conditions applicable to the User no later than on the day of the change of conditions.
93. The User's use of the Platform after the change of the Contract or its separate terms and conditions, annexes, Service rates means the User's consent to the respective changes.
94. The User shall have the right to object to the amendment of the Contract, its annexes, and the Service rates. In this case, such User may terminate this Contract by informing the Operator by e-mail separately or by logging out of the Platform. Such termination shall not affect the User's rights and obligations hereunder, its Annexes, the Service rates in respect of those Loan Agreements entered into prior to the termination of this Contract and those amounts due to the Operator which became due prior to the termination of this Contract.
95. The User agrees and understands that the Operator shall have the right to transfer the administration of the Platform to another operator who shall have the right to administer the crowdfunding platform in accordance with the Law on Crowdfunding of the Republic of Lithuania. In this case, the new Operator takes over all the rights and obligations of the Operator under this Contract and under other agreements concluded between the User and the Operator. The Operator shall inform the User in advance about such transfer of administration in writing and/or by announcing it on the Platform. In any case, all rights and obligations of the User arising from this Contract and/or other agreements concluded with the Operator will remain unchanged.
XV. CONTRACT TERMINATION
96. Users shall have the right to terminate this Contract at any time by logging out of the Platform or notifying the Operator thereof, if all the following conditions are met:
96.1. At the time of termination of the Contract, the User is not a party to a valid Loan Agreement and has no rights and obligations related to the concluded Loan Agreements;
96.2. At the time of termination of the Contract, the User is not obliged to fund any Project and is not the owner of the Project announced on the Platform;
96.3. Upon termination of the Contract, the User has duly and fully settled with the Operator in accordance with the Service rates and has no other amounts payable to the Operator and (or) other persons for the use of the Platform.
97. The Operator shall have the right to terminate this Contract without prior notice:
97.1. If the User violates the obligations provided for in clause 72 of the Contract;
97.2. On other grounds specified in the Contract.
99. In the event of liquidation or bankruptcy of the Operator, the Loan Agreements shall remain in force and their parties shall be enforced as if they had been concluded without participation of the Operator.
XVI. FINAL PROVISIONS
100. This Contract shall be governed by the law of the Republic of Lithuania. All disputes between the Users and the Operator shall be resolved through negotiations, and if no agreement is reached, the dispute shall be resolved in the competent court of the Republic of Lithuania in accordance with the location of the Operator's registered office.
101. If the Contract, Service rates or any other document published on the Platform is published on the Platform in Lithuanian, English and another foreign language, English shall always take precedence.
102. Users shall not be entitled to transfer the rights and/or obligations arising from this Contract or the concluded Loan Agreements to third parties, unless the Operator agrees in writing in advance.
103. If any provision of this Contract is held to be invalid, the remaining provisions of this Contract shall not terminate unless the invalid provisions were essential provisions of this Contract.
104. Each Party confirms that it has all the powers, permits and licenses required under applicable law to perform the acts required for the conclusion and/or performance of this Contract.