Terms of Service

Oct, 15 2021


1. DEFINITIONS

1.1
Unless otherwise required by the context the following words beginning in a capital letter shall have the following

Definitions:

Account: a personal sub-page or sub-pages opened on the Application for a User through which they may make use of the services provided by the Operator and review information concerning their transactions and other actions conducted on the Application.
Fraction: means a proportion of the loan provided to the Item Keeper compared to the price of the Item and may be referenced in lieu of a minimum investment amount or for brevity when referring to loans
Item: an asset in physical or digital form which is purchased from the Owner by the Item Keeper with the money received under the Loan Agreements concluded via Application with the Users.
Item Keeper: a legal person established by Global Custody Solutions OÜ for the purposes of purchasing the Item from the Owner, organising the safekeeping of the Item and selling the Item. 
Loan Agreement: an agreement concluded via Application between the User and the Item Keeper under which the User is the creditor providing the loan and Item Keeper is the debtor receiving the loan. Loan Agreement consists of two parts – General Loan Terms and Special Loan Terms, which together form an integral loan agreement. 
Loan Request: a request made by the Item Keeper for purchasing the Item from the Owner. The Users provide acceptances to the Loan Requests in order to conclude Loan Agreements with the Item Keepers.
Operator: Koia Technologies OÜ, company established in Estonia, registry code 16276906
, address Harju maakond, Tallinn, Kesklinna linnaosa, F. R. Faehlmanni tn 5, 10125. 
Owner: natural or legal person who owns the Item and from whom the Item Keeper purchases the Item. 
Application: Software application named Koia designed to run on a mobile device such as a phone or tablet operating as a crowdfunding platform. 
Privacy Policy: the Privacy Policy of the Application available here: https://www.joinkoia.com/legal/privacy-policy. 
Terms: these terms and conditions regulating the relationship between the Operator and each User of the Application. The Terms constitute an agreement between the Operator and the User which is concluded when a person is registered as a User on the Application. 
User: natural or legal person registered as a User on the Application.


2. GENERAL


2.1 These Terms regulate the terms and conditions of the use of applications and services of the Application, including rights and obligations related to the use of Application by any User of the Application. The Application is owned and operated by the Operator.

2.1 In addition to these Terms, the User is subject to the Privacy Policy.

2.2 By registering an account with the Application, the User confirms that it has duly examined these Terms and the Privacy Policy in full, understands them and agrees to these Terms and the Privacy Policy. The Operator may unilaterally amend the Terms. The relevant amendments take effect from the moment they are published on the Application. The Application shall notify the Users from the changes made to the Terms in accordance with Section 15 of these Terms.


3. USER REQUIREMENTS


3.1 User must confirm that, throughout the use of the Application:

3.1.1 if the User is a natural person, the User must be at least 18 years old;

3.1.2 no insolvency procedures of the User have been announced;
   3.1.3 pursuant to a judgment that has taken effect, the User does not have limited legal capacity; 
   3.1.4 international sanctions have not been imposed to the User;
   3.1.5 the User is not from such country or territory, or their place of residence or seat is not in the following country or territory:
   3.1.5.1 the United States; 
   3.1.5.2 a country or territory, which is considered as high-risk third country;
   3.1.5.3 a country or territory, which is considered as a territory that provides funding or support for terrorist activities, or that has designated terrorist organisations operating within their country, as identified by the European Union or the United Nations and where there are significant levels of corruption or other criminal activity. 

3.2 The User shall acknowledge that, at the time of submitting the registration application and confirming of the Terms, he/she/it has full legal capacity and is not under the influence of alcohol, drugs, psychoactive, toxic or other intoxicating substances.

3.3 The Application may assess whether and which crowdfunding services offered are appropriate for the prospective User. For that assessment, the Application may request information about the prospective User’s experience, investment objectives, financial situation and basic understanding of risks involved in investing in general and in investing in the types of investments offered on the crowdfunding platform, including information about:
   3.3.1 the prospective User’s past acquisitions of admitted instruments for crowdfunding purposes or loans, including in early or expansion stage businesses;
   3.3.2 the prospective User’s understanding of the risks involved in granting loans or acquiring admitted instruments for crowdfunding purposes through a crowdfunding platform, and professional experience in relation to crowdfunding investments.

3.4 If the Application concludes, on the basis of the information received from the User, that the prospective User has insufficient knowledge, skills or experience, the Application shall inform the User that the services offered on the Application may be inappropriate for them and issue them a risk warning.

3.5 The Application may refuse the registration of a new User on the Application without giving a reason for refusal.


4. USER IDENTIFICATION


4.1 When registering as User, the applicant enters their email address and submits other information and documents requested by Application at Operator's discretion. The User understands that this email address will be used by the Operator as an official means of communication with the User and all notices by the Operator shall be sent to that email submitted upon registration.

4.2 Each User must present to the Operator all necessary information, documents and other evidence necessary for verification of their identity if requested. The Operator may request the User to submit an electronic copy of their identity document. The Operator may also ask additional documents confirming the identity of the customer and documents proving the source of the funds transferred by the User to the Operator. If the User refuses to submit requested documents, the Operator has the right to terminate the User’s account in accordance with Section 20.2.

4.3 The Operator may allow the User to access the Application via their accounts in social media sites like Google, LinkedIn, Facebook, etc.

4.4 The User undertakes to keep third persons from accessing their account. It is presumed that the person logged in has an authorisation, arising from either law or contract, to make transactions in the name of the User. The Operator can restrict the User's rights or refuse to follow the User's instructions, inter alia, in case the Operator considers that there is a risk that unauthorised third person possesses the User's account.

5. USER FUNDS

5.1 Each User has a personal Account on the Portal with the aim to reflect the balance of funds that the User has transferred to the Operator with the purpose of transactions made or to be made by the User.

5.2 Unless otherwise stated in these Terms, the User shall have the right to withdraw the positive balance reflected in the Account at any time and in any amount by submitting the respective request to the Portal. The Operator shall transfer the funds only to the same person who initially sent the funds to the Operator in the name of the User.

5.3 The Operator can, at its own discretion, impose restrictions or requirements to the allowed minimum or maximum amounts of funds held on the Account.

5.4 The Operator keeps the funds transferred by a User separately from its own funds at a regulated financial institution.

5.5 The Operator keeps the relevant funds separately from its own funds.The Operator does not calculate any interest and no interest is payable to a User on the funds transferred to the Operator.

5.6 A User can enter into transactions via the Portal, including grant a loan, assign or purchase a claim deriving from the Loan Agreements or make other payments. The transaction may only be done from the funds that the User has previously transferred to the Operator’s payment account, less the amount of other financial obligations or instructions of the User which are performed under the provisions of these Terms, but which are reflected on the Account as positive balance of the User's funds.

5.7 If a User has made a transaction via Portal, the positive balance of the User's funds reflected on the User’s Account is reserved in the necessary extent until any payment arising from or pursuant to such transaction is made, and no other transaction or withdrawal by the User can be made on account of these funds.

5.8 The Operator may use the User’s funds received and reflected on the Account to carry out any transactions made and actions taken by the User via Portal in accordance with the Terms and other contracts and agreements entered into by the User. Among other things, the Operator may use the relevant User’s funds for discharging the User’s debts to other Users, third persons or the Operator.

6. THE OWNER AND THE ITEM KEEPER


6.1 The Items are physical or digital ‘collectible’ assets which are viewed as rare or otherwise valuable and the value of which is expected to increase over time. The Application enables the Users to provide loans to Item Keepers to purchase the Items from the Owners and receive Interest from the increase of the Item’s value when the Item Keeper sells the Item. 

6.2 The Owner is a natural or legal person who owns the Item at the time of concluding the Loan Agreements and whom the Item Keeper purchases the Item from. The Owner is the project owner that proposes the Item to be funded by providing a loan to the Item Keeper and provides information about the Item to the Users. 

6.3 Item Keeper is a company which purchases the Items and safeguards them in the interest of the Users on the conditions stated in the Loan Agreement. The Users provide a loan to the Item Keeper on the terms of the Loan Agreements. Item Keeper purchases the Item with the money received under the Loan Agreements. If the Item is sold, the Item Keeper returns the loan on the conditions stipulated in the Loan Agreements. 

6.4 The Operator and the Item Keeper are separate legal persons. The Operator and the Item Keeper may have the same beneficial owner but the Operator and the Item Keeper have different functions and legal obligations before the Users, for which they shall be responsible for separately. 

6.5 The Item Keeper organises the safekeeping of the Item and ensures that the Item is kept in conditions which are suitable for the Item depending on the nature and purpose of the Item. General and specific conditions related to safekeeping the Item are stipulated in the Loan Agreements.


7. REQUESTING FINANCING


7.1 The Owner submits information to Operator about the Item to be published on the Loan Request. The Loan Agreements are concluded with the Item Keeper, who concludes the Loan Agreements with the Users in order to purchase the Item from the Owner. Each Item has its own Item Keeper.

7.2 The Loan Request is made available on the Application by the Operator and must contain the following data:
   7.2.1 description of the Item;
   7.2.2 minimum amount of the funding target;
   7.2.3 maximum amount of the funding target;
   7.2.4 time period during which the Loan Request is effective, which is extendable; 
   7.2.5 expected management costs of the Item;
   7.2.6 and the principal loan terms of the requested loan which include, among other things, the loan amount, currency, manner of repayment, loan period, interest rate, manner of interest payments, purpose of the loan and type and scope of security.

7.3 The Loan Request will be published on the Application to all Users.

7.4 The Loan Request is an offer with a fixed term for acceptance, whereas the term can be extended, and addressed to a specified group of persons, to enter into a Loan Agreement within the meaning of the Law of Obligations Act:
   7.4.1 which is addressed to all the Users;
   7.4.2 which constitutes a proposal to enter into Loan Agreement(s) for receiving of loan(s) from Users in an aggregate principal amount of up to the loan amount shown in the principal loan terms forming part of that Loan Request;
   7.4.3 with the making of which the person making such Loan Request expresses its intention to be legally bound by the Loan Agreement(s) to be entered into upon acceptance or acceptances given in respect of that offer;
   7.4.4 and where an acceptance given in respect thereof results in a Loan Agreement having been entered into.


8. PROVIDING FINANCING


8.1 The User who wishes to invest in loans must complete the User verification procedure in a manner prescribed by the Operator. The Operator may use a third party for verification procedure. The Operator may, at its own discretion, refuse to allow the User to grant loans or prescribe other conditions for granting loans. The User shall notify Application in case the User is acting as a creditor in their economic or professional activity. In case of a breach of the obligation to notify the User is liable for all direct and indirect damage and expenses which have occurred or may occur in the future to Application or other persons due to the breach of the obligation of the User.

8.2 In order to give an acceptance in respect of the Loan Request for the purposes of entering into a Loan Agreement, the relevant User must enter, by using the relevant Application, their intended loan amount on the Application page displaying the relevant Loan Request and confirm their wish to enter into a Loan Agreement in accordance with the procedure provided for in Section 12.

8.3 By giving an acceptance, the User expresses their intention to be legally bound by the Loan Agreement to be entered into through the giving of that acceptance. 

8.4 If more than one User gives their acceptance in respect of a Loan Request, the Loan Agreements are deemed to have been entered into in a chronological order of acceptances and only insofar as such acceptances have been given in an aggregate amount of loan equal to the maximum amount of the funding target. The Loan Agreements are concluded on first-come, first-served basis. In case the Loan Request exceeds the maximum funding target, the Users who submitted their acceptances to the Loan Request after the maximum funding target was reached, will not be deemed to have entered into a Loan Agreement in regard to the item and funds shall be returned to the User within 30 days beginning from the date the maximum funding target was reached.

8.5 The loan amount specified in any acceptance:
   8.5.1 may not be less than EUR 5;
   8.5.2 shall be a multiple of EUR 0.01, and
   8.5.3 may not exceed the maximum amount of the funding target.

8.6 Following the acceptance of the Loan Request, the Application prepares a transcript of the Loan Agreement in pdf-format (which may comprise one or several documents), which will be made available to the User via Email. The Loan Agreements will enter into force only if the minimum funding target has been reached.


9. PERFORMANCE OF THE LOAN AGREEMENT

9.1 The Loan Agreements are concluded between the User and the Item Keeper. 

9.2 The User transfers the loan amount to the Item Keeper in the amount provided in the Loan Agreement signed by the User. The loan amount is deemed to have been transferred to the Item Keeper from the moment it is reflected on the payment account of the Item Keeper.

9.3 The payments between the Users, the Item Keepers and the Operator shall be made via payment service provider specified on the Application.

9.4 The User shall see the information about the Loans, including the amount lent, Loan Agreements and other relevant documentation and information related to the Loans on its Account via Application. The user shall receive Loan Agreements and other relevant documentation and information related to the Loans via e-mail.

9.5 The Item Keeper uses the loan amounts received from the Users to purchase the Item described in the Loan Request or to reimburse the cost of the Item if the Item was bought by the Item Keeper before the conclusion of the Loan Agreement.


10. SALE OF THE CLAIMS ARISING FROM THE LOAN CONTRACTS ON THE SECONDARY MARKET


10.1 User may assign a claim or a part of it to another User of the Application, except to the User the claim is against. In that case, the contract of sale shall be concluded on the Application.

10.2 The minimum amount of a claim must be a multiple of EUR 0.01. The Operator may impose limitations to the minimum amount of the claim which can be sold on the secondary market (e.g. raise the minimum amount of the claim which can be sold on the secondary market).

10.3 The User shall make a proposal to conclude a contract of sale via their Account in which they specify the conditions for the assignment of the claim or partial assignment of the claim, including:
   10.3.1 name of the Item to which the loan was made;
   10.3.2 the amount of the claim to be assigned;
   10.3.3 the price of the claim to be assigned;
   10.3.4 the keeping period determined in the contract.

10.4 The proposal described in Section 10.3 is deemed to constitute an offer with a fixed term for acceptance and addressed to a group of persons, to enter into a contract of sale within the meaning of the Law of Obligations Act, whereby:
   10.4.1 the offer is addressed to all Users of the Application, except to the User the claim is against;
   10.4.2 with the making of an offer the User expresses an intention to be legally bound by the acceptance given in respect of that offer or the contract of sale to be entered into upon the acceptance; and
   10.4.3 by obtaining an acceptance to an offer, the contract of sale is entered into in respect of the price, as specified by the User and confirmed by the accepting User, and other conditions, as specified in the general and principle terms of the contract of sale, immediately upon confirmation of that acceptance in accordance with the procedure provided for in Section 12.

10.5 By giving an acceptance and entering into a contract of sale a User expresses their intention to be legally bound by the Loan Agreement from which the claim arises; an acceptance cannot be withdrawn, unless otherwise stated by law.

10.6 Before giving an acceptance to an offer, a User shall be granted an opportunity by the Operator to examine the General and Principal Terms of the Loan Agreement in an extent that is necessary for giving an acceptance.

10.7 The Item Keeper is automatically informed of an assignment of a claim via the Application.

10.8 After the conclusion of a contract of sale, the User who buys the Claim shall pay the agreed price of the assigned claim to the User, who wishes to sell the Claim. 

10.9 Upon the conclusion of the contract of assignment all agreements related to the additional interest payable to the User selling their claim shall be transferred to the assignee of the claim.

10.10 In matters not regulated in this Section 10 or by the contract of sale, which is concluded between the parties, Terms shall apply, including payment defaults, enforcement of security, authorisations of the Operator, procedure of solving disputes and regulations for other matters.


11. RECOMMENDATION ADVANTAGES


11.1 This Application gives Users the opportunity to receive advantages if, as a result of their recommendation, any new User registers on the Application and provides a loan via Application.

11.2 In order to take advantage of this offer, Users may invite others to register on the Application by sending them a specific code provided by the Operator. Such codes can only be redeemed once. If any of the persons invited redeems the code, the inviting User shall receive the advantage or benefit (such as: a price reduction, an additional service feature, an upgrade etc.) specified on this Application.

11.3 The Operator reserves the right to end the offer at any time at its own discretion.

11.4 While no general limitation applies to the number of persons that can be invited, the amount of advantage or benefit that each inviting User can receive, may be limited.


12. CONFIRMATION OF TRANSACTIONS IN WEBSITE


12.1 All the User's activities performed on the Application after opening the Application shall be regarded as the User's signature and/or acceptance in the meaning of applicable law. By giving a confirmation on the Application, the User expresses their irrevocable intention to be bound legally by the confirmed transaction or action.

12.2 In cases specified by Application, a User must confirm a transaction, agreement or action connected with use of Application in a written or notarial form.


13. PROCEDURE OF PAYMENT


13.1 The procedure of payments provided for in this Section 13 applies to all transactions and actions made via Application, including repayment of loan, prepayment of loan, payment of Loan Return or default interest, or other payments to be made under or pursuant to the Loan Documents.

13.2 If under Loan Agreements or other Loan Documents entered into for the funding of the same Item the Item Keeper must at the same time perform a financial obligation to multiple Users and there are no free funds for the performance of all the relevant financial obligations, the insufficient funds transferred by the Item Keeper to the Operator are to be applied towards performance of those financial obligations to all the relevant Users proportionally with the ratio the outstanding balance of the loan amount granted by a User bears to the aggregate outstanding balance of loan amounts granted under all Loan Agreements entered into for the funding of the Item. In circumstances where the above specified financial obligations are not due to be performed on an equivalent ground or have fallen due at a different time, the sequence in which the obligations owed are deemed to be performed shall be based on the order of application of insufficient payments described in general loan terms and on the principle that in the performance of the financial obligations that have arisen on an equivalent ground the chronological order in which those obligations fall due shall be followed.

13.3 The Users may not perform their financial obligations they owe by way of set-off or by making withholdings or deductions from the amounts payable by it without the consent of the Operator given in a format which can be reproduced in writing.

13.4 Delay with the performance of the obligations of a User arising from the Loan Agreements (first of all the return of the loan amount and the Loan Return) which does not exceed 3 calendar days shall not amount to the breach of the obligations of the User in the meaning of Section 13.2. In case of a delay with the payment of no more than 3 days late payment interest will not be applied.


14. PAYMENT DEFAULTS AND OTHER BREACHES


14.1 The Operator is not a party to the Loan Agreements and does not have any obligations arising from the Loan Agreements. Operator shall have the right to represent the Users upon the default of the Item Keeper. 

14.2 If the Item Keeper does not perform any financial or non-financial obligations arising from a Loan Agreement, these Terms or other Loan Documents, in a timely manner, or if a ground for extraordinary cancellation of a Loan Agreement arises, the Operator can conduct any actions or take steps on behalf of the User(s) and/or itself that the Operator considers at its own discretion to be necessary or desirable to achieve the performance of the relevant financial or non-financial obligation and/or cancellation of the Loan Agreement or the use of other legal remedy.

14.3 The Operator may:
   14.3.1 send reminders, balance notices and warnings to the Item Keeper (including bankruptcy warnings) by the means provided for in the Terms or by any other means;
   14.3.2 commence court proceeding, enforcement proceeding, and bankruptcy or other insolvency proceeding, by the procedure provided for by law and in accordance with these Terms, including participate in the relevant proceeding as a representative of the User and on behalf of the User;
   14.3.3 extraordinarily cancel the Loan Agreement on grounds provided for in the Loan Agreement or on grounds provided for by law; or
   14.3.4 if the relevant obligation is secured, organise enforcement of security by the procedure provided for by law and the relevant agreement of establishment of security (pledge agreement).

14.4 By registering as a User, each User gives instructions, consent and authorisation to the Operator, with the right of sub-delegation, to carry out, on behalf of the User and as their representative, the actions and steps described in Sections 14.1 and 14.2 of these Terms at their own discretion, with the Operator being entitled to use for the carrying out of such actions and steps third persons whose economic or professional activity includes collection of debts and the provision of related services (including lawyers, persons providing collection services, bailiffs or other persons). The above-described instructions and authorisation also includes the right of the Operator to perform any action and/or transaction on behalf of and as a representative of the User which in the Operator's opinion is necessary for the assignment described in Section 14.5 to be valid.

14.5 If the Operator delivers the relevant notice to a User and debtor by the procedure provided for in Section 15, all claims arising from the Loan Documents relating to the claims that have fallen due against the debtor are deemed to be automatically assigned to the Operator as specified in the assignment notice. The respective claims are deemed to be assigned from the moment the addressee has received the assignment notice according to Section 15.3.

14.6 The Operator may cease to carry out the actions described in this Section 12, or not apply them, if in the Operator’s opinion performance of the due claims is unlikely as the result of the relevant actions or the benefit likely to be received as the result of the relevant actions and steps is less or in a similar scale with the expected costs of the relevant actions and steps. The Operator informs the User about the cessation or non-application of the relevant actions and/or steps by the procedure prescribed in Section 15. Following delivery of the above notice, on request of the User, the Operator may (but is not required to) re-assign to the User at the cost of the User the due claim(s) previously assigned by that User to the Operator pursuant to the procedure of Section 14.3 of the Terms. 


15. NOTICES


15.1 All notices related and in connection with the Application concerning the User are delivered through the email provided by the User upon registration. This includes any notices with legal consequences, notices based on or related to a Loan Agreement and other Loan Documents.

15.2 The Operator may, at their own discretion, send notices to the User also by post, using the contact information provided by the User upon registration or after the registration date.

15.3 Notices delivered to or through the email are considered as received by the addressee within 2 working days after the sending of the relevant notice.


16. TRANSFER OF RIGHTS AND OBLIGATIONS


16.1 The User may not assign or otherwise transfer the rights and obligations arising from these Terms or Loan Documents to a third person without the written consent of the Operator.

16.2 The consent is not necessary in case of an assignment (sale) of claims by a User to another User in accordance with the procedure provided for in Section 10.


17. FEES AND COSTS


17.1 Unless stated otherwise in the principal loan terms, the Users undertake to pay the following fees to the Operator:
   17.1.1 Service Fee;
   17.1.2 Administration fee;
   17.1.3 fee for recovery of the debt(s);
   17.1.4 other fees agreed on in the principal loan terms.

17.2 Depending on the fee, the exact amount of each fee is provided for on a separate price list on Application’s website or within the Application with the specific Loan Request.

17.3 Fees provided for in Section 17.1 of these Terms are paid by the User upon giving acceptance to the funding of the Item. If the minimum amount of the funding target shown in the relevant Loan Request is not reached, the fees paid shall be repaid by the Operator to the Users.

17.4 Fees provided for in Section 17.1 do not include value added tax, which is added to the fees if required by law.

17.5 The Operator may unilaterally at its own discretion waive or decrease any fees payable to the Operator.


18. LEGAL STATUS AND LIMITATIONS OF RESPONSIBILITY OF THE OPERATOR


18.1 The services provided by the Operator does not include the following:
   18.1.1 guaranteeing or otherwise underwriting the availability or accessibility of funds to the Users, or ensuring the performance of the financial obligations of the User(s);
   18.1.2 accepting of deposits or other refundable instruments;
   18.1.3 providing investment or legal advice;
   18.1.4 provision of payment services in the meaning of Payment Institutions and E-money Institutions Act.

18.2 In addition to the referred above, the Operator performs merely an administrative function in the execution and performance of the Loan Documents in order to facilitate the performance of the Loan Documents and communication between Users. When collecting any amounts owed by the Item Keeper, each of the Operator acts at its own discretion on the basis of what the Operator considers to be, and in the Operator's experience is, in the best interests of the User.

18.3 The Operator is not a party to the Loan Agreement(s) entered into via Application but the Operator is entitled to rely on the provisions of the Loan Agreement and demand on their own behalf the performance of certain provisions of the Loan Agreement.

18.4 Among other things, the Operator is not liable for:
   18.4.1 performance of the User's obligations;
   18.4.2 validity or accuracy of information and/or confirmation(s) published or provided by Users in the Application, including the information provided by the Owners in the Loan Documents; among other things, the above specified limitation of liability applies also to any details and other information published on the Application in respect of Projects and Users and also information published by the Operator in case the Operator had not published false or inaccurate information intentionally;
   18.4.3 any disruptions or impediments that may occur in the operation of any credit institution the Operator holds the funds transferred to them in connection with the funding of the projects, including for any losses (in Estonian: kahjud) which may directly or indirectly be incurred as a result of the insolvency or moratorium of such credit institution or any other similar event;
   18.4.4 losses incurred as a result of any act or failure to act by the third persons referred to in Section 14 whose economic or professional activity includes collection of debts and the provision of related services;
   18.4.5 legal binding effect, scope, content, suitability and enforceability of contracts and other legal documents used in Application, including those used for the carrying out of transactions through Application;
   18.4.6 bugs or disruptions that occur in Application or amendments made in Application or the consequences of termination of the operation of Application;
   18.4.7 trueness and accuracy of any forecasts, including financial indicators and forecasts of any project, published in Application;
   18.4.8 circumstances that derive from or depend on the identity of a User;
   18.4.9 non-monetary damages, loss of profit or other indirect losses, or other damages caused because of its conduct other than intentional misconduct.

18.5 Publishing a Loan Request and assigning a risk category to it in the Application does not constitute an investment recommendation or other endorsement by the Operator in respect of the relevant Loan Request or the Operator's confirmation or any other indication that the person making the Loan Request is creditworthy, the Item is viable, or that the User will get the relevant investment back or make any profit from it.

18.6 The Operator may make any changes on the Application, including expand, change or remove its functions, at its own discretion at any time without asking permission of the Users or giving a prior notice. Among other things, the Operator may terminate the operation of the Application at its own discretion at any time.


19. GENERAL OBLIGATIONS OF THE USERS


19.1 The User must assess the suitability and risk of any relevant transaction and Loan Request and, if necessary, use the help of advisers who are specialists in the relevant field.

19.2 The User confirms that they understand the risks involved in using Application (including the possibility that they might not get back their investment or make the expected profit from it) and acts only at their own risk.

19.3 The User bears all costs, fees, duties and taxes accompanying the use of Application.

19.4 The User must declare and pay the taxes payable in connection with transactions and actions made via Application. The User understands that the Operator does not declare or pay any taxes on behalf of the User, unless required so by the law.

19.5 The User agrees and confirms that:
   19.5.1 performance of Loan Agreements and other Loan Documents, including communication between Users relating to the entry into or other matters relating to Loan Documents, may only take place by the procedure prescribed in these Terms and the Loan Documents via and with the assistance of Application, except in case the Operator has given prior consent in a format which can be reproduced in writing;
   19.5.2 collection of any financial obligation arising from a Loan Agreement, these Terms or other Loan Documents may take place only by the procedure prescribed in Section 15 through and with the help of the Operator and that the User has no right to take such actions or steps independently except in case the Operator has given prior consent in a format which can be reproduced in writing; and
   19.5.3 any matters and other information it becomes aware of through, or in the course of, the use or access to Application, may be used by the User for the purposes of using Application services only and not for any other purposes;
   19.5.4 any information provided or to be provided to the Operator, another User or otherwise via Application is true and accurate;
   19.5.5 in delivering notices and in other communication via Application a User treats the addressees of the notices respectfully and politely.


20. TERMINATION


20.1 At the request of the User, the Operator terminates the User status of that User if they are not a party to any Loan Agreement, the relevant User has no monetary claims against any other User in connection with the use of Application and the relevant User has performed all financial obligations incurred towards the Operator and any other user in connection with the use of Application.

20.2 The Operator may, at its own discretion, terminate the User status or restrict the User rights at any time without justification by informing the relevant User by the procedure described in Section 15.

20.3 Declaration of bankruptcy of the Operator or termination of the Operator's activities for other reason does not affect the validity of the Loan Documents already entered into (unless otherwise stated in the Loan Agreement).

20.4 Upon termination of activities of the Operator:
   20.4.1 the syndication period of each active Loan Request lapses prematurely;
   20.4.2 all Items held by the Item Keepers shall be sold in orderly manner under the control of an appointed third party;
   20.4.3 all funds received from the sale of the Items (where the applicable fees and costs have been deduced) shall be returned to the Users proportionally depending on the size of their claim against the Item Keeper; 

20.5 The Operator gives, by the procedure prescribed in Section 13, instructions to the Users regarding matters relating to further performance of the Loan Documents to the extent due performance of the relevant Loan Documents is not possible without the help of the Operator.The Operator may provide to the parties of Loan Documents all relevant information about the other party or parties to the Loan Documents including their contact and current Account details and other information related to the Loan Documents.


21. FINAL PROVISIONS


21.1 Place of performance of the obligations arising from these Terms and Loan Documents is Republic of Estonia.

21.2 These Terms and other circumstances, actions and transactions relating to the use of Application are governed by Estonian law.

21.3 Disputes between the Users or between the User and the Operator, including the ones based on any Loan Agreement, will be resolved by way of negotiations. In case of failure of negotiations, such disputes are resolved in Estonian courts under the Estonian law.

21.4. Information made available on the Application is not intended to be delivered to or used by persons in any jurisdiction in which it is not permitted or in which its permissibility is restricted by law or other regulations.

21.5 Users may not to copy, download, save, reproduce, print or otherwise process, whether in part or in full, the content of the Application without the prior written consent of the Operator. Notwithstanding the foregoing, the User may print or save the Application content in the necessary extent if the User does so only for personal use and only to the extent reasonably necessary for the User to use the services of Application.

21.6 The User refrains from using technical equipment, applications or solutions (including computer programmes) the aim or function of which is an automated use, reading, collection, recording or other processing of the Application's content or data recorded in it.

21.7 The Application is available in multiple languages. In case of discrepancy between the texts, the English text shall be deemed as correct.