STENN TERMS OF USE

Welcome, and thank you for your interest in Stenn International Ltd (if you are not located or based in the United States) and Stenn Assets USA Inc (if you are located or based in the United States) (each, respectively, “Stenn,” “we,” “our” or “us”) and our website at www.stenn.com along with our related websites, web applications, and any content, tools, features and functionality offered on or through such websites or applications (collectively, the “Service”). For purposes of these Terms of Use, “you” and “your” means you as the user of the Service on behalf of a legal entity. “You” and “your” include you and the entity on whose behalf you use the Service. These Terms of Use are a legally binding contract between you and Stenn regarding your use of the Service.

Please read the following terms carefully

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, CONNECTING YOUR ACCOUNTING SOFTWARE OR BANK ACCOUNTS OR OTHERWISE ACCESSING OR USING ANY PORTION OF THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF SUCH SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, (THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND STENN’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY AND BETWEEN STENN AND YOU TO BE BOUND BY THESE TERMS.

1. Stenn service overview

The Service enables you to manage your use of certain available Stenn products and services, which may include, based on your jurisdiction, without limitation, Stenn’s Invoice Financing and Revenue Based Financing Services (“Stenn Offerings”). These Terms govern solely your use of the Service. You acknowledge that Stenn’s provision and your use and receipt of the Stenn Offerings are governed by one or more separate written agreements between you and Stenn (collectively, the “Other Agreements”). For the avoidance of doubt, if there is any conflict between these Terms and the Other Agreements, the Other Agreements will control.

2. Eligibility

By agreeing to these Terms, you represent and warrant to us that: (a) you (the user on behalf of an entity) are at least 18 years old; (b) you have authority to bind the entity to these Terms and you agree on their behalf to be bound by these Terms; (c) you have not previously been suspended or removed from the Service; and (d) your registration and use of the Service is in compliance with any and all applicable laws and regulations.

3. Accounts and registration

To access certain features of the Service, you may be required to register for an account. When you register for an account, you may be required to provide us with certain information about yourself, such as your name, email address, information about the company or entity you represent or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up to date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at guideme@stenn.com.

4. Use of services

4.1. Limited Right to Access. Subject to your complete and ongoing compliance with these Terms, Stenn grants you, solely for your personal use or on behalf of the entity you represent, a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service in accordance with these Terms.

4.2. Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it.

4.3. Revocation. Stenn is entitled to revoke your access to the Services at the end of the Service Term or if you violate any provisions of these Terms as detailed in Section 12.2 of these Terms.

4.4. Feedback. If you choose to provide input and suggestions regarding the Service (“Feedback”), then you hereby to grant Stenn an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free, worldwide, transferrable right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

5. Ownership; Proprietary rights

The Service is owned and operated by Stenn. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service ( “Materials”) provided by Stenn or its third-party licensors are protected by intellectual property and other laws. All Materials included in the Service are the property of Stenn or its third-party licensors. Except as expressly authorized by Stenn, you may not make use of the Materials. Stenn reserves all rights to the Materials not granted expressly in these Terms.

6. Third-party terms

6.1. Third-Party Services and Linked Websites. Stenn may export information, or may provide tools through the Service that enable you to export information, including User Content and Financial Data (each as defined below), to third-party services. By using the Service, you expressly authorize Stenn to transfer that information to the applicable third-party service. Use of such information by a third-party is not governed by these Terms or our Privacy Policy and is instead governed by the terms and policies applicable to such third-party’s service. Third-party services are not under Stenn’s control, and, to the fullest extent permitted by law, Stenn is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Stenn’s control, and Stenn is not responsible for their content.

6.2. Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

7. User content

7.1. User Content Generally.

Certain features of the Service may permit users to upload content to the Service, including messages, reviews, photos, video, images, folders, data, text, and other types of works (“User Content”) and to publish User Content on the Service. Subject to the license grant in Section 7.2 below, you retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Service.

7.2. Limited License Grant to Stenn.

By providing User Content to or via the Service, you grant Stenn a worldwide, non-exclusive, irrevocable, royalty-free, transferable, fully paid right and license (with the right to sublicense) to use, host, store, transfer, display, perform, reproduce, modify, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed, in connection with training or utilizing any artificial intelligence technologies, and to improve the Services.

7.3. Limited License Grant to Other Users.

By providing User Content to or via the Service to other users of the Service, you grant those users a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Service.

7.4. User Content Representations and Warranties.

Stenn disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant to us that:

a. you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Stenn and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Stenn, the Service, and these Terms;

b. prior to sharing, transmitting, or otherwise disclosing to us any User Content that constitutes personal information, that you have (a) obtained any consents required under law, contract, and otherwise; and (b) provided such person with a copy of our Privacy Policy;

c. your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, dilute, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Stenn or its service providers to violate any law or regulation;

d. the User Content is accurate, and complete in all material respects; and

e. your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

7.5. User Content Disclaimer.

We are under no obligation to edit or control User Content that you or other users post or publish and will not be in any way responsible or liable for User Content. Stenn may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that, when using the Service, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree that Stenn is not responsible for, and shall have no liability to you with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Stenn does not permit copyright-infringing activities on the Service.

7.6. Monitoring Content.

Stenn does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that Stenn reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Stenn chooses to monitor the content, Stenn still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy.

8. Financial Data

8.1. Financial Data Generally.

In order to access certain features of the Service or the Stenn Offerings, you may be required to provide certain financial information relating to your business by uploading your bank statements to, or connecting your accounting software or bank accounts with, the Service (“Financial Data”).

8.2. Limited License Grant to Stenn.

By providing Financial Data via the Service, you grant Stenn a worldwide, non-exclusive, revocable, royalty-free and non-transferrable license to access and review the Financial Data for the purpose of assessing your suitability for the Service or the Stenn Offering(s). Any access to Financial Data granted to Stenn under this license is provided on a read-only basis only. Stenn cannot edit your Financial Data.

8.3. Right to revoke.

You may revoke the license granted in this Section and Stenn’s access to your Financial Data at any time by contacting customer service at guideme@stenn.com.

8.4. Financial Data Representations and Warranties.

You are solely responsible for your Financial Data and the consequences of providing Financial Data via the Service. By providing Financial Data via the Service, you affirm, represent, and warrant to us that:

a. you have the necessary licenses, rights, consents, and permissions to authorize Stenn to use your Financial Data as necessary to exercise the license granted by you in this Section, in the manner contemplated by Stenn, the Service, and these Terms; and

b. the Financial Data is accurate, and complete in all material respects.

9. Communications

We may send you emails concerning our products and services, as well as those of third parties. We will obtain your consent for these if we are required to do so under applicable law. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself. Unsubscribing from promotional emails will not unsubscribe you from system notifications which we need to send as part of the Service we provide. From time to time we may need to contact you by email or via our support team.

10. Prohibited conduct

By using the Service, you agree not to:

a. use the Service for any illegal purpose or in violation of any local, state, national, or international law;

b. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

c. interfere with security-related features of the Service, including by: (a) disabling or circumventing features that prevent or limit use or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;

d. interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;

e. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission;

f. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 5) or any right or ability to view, access, or use any Materials; or

g. attempt to do any of the acts described in this Section 10 or assist or permit any person in engaging in any of the acts described in this Section 10.

11. Modification of terms

We reserve the right to change these Terms on a going-forward basis at any time by notifying you at least 24 hours in advance of such changes being effective. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Except as expressly permitted in this Section 11, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

12. Term, termination, and modification of the service

12.1. Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 12.2 (the “Service Term”).

12.2. Termination. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, Stenn may, at its sole discretion, terminate these Terms or your Service account, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by contacting customer service at guideme@stenn.com.

12.3. Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; and (c) Sections 4.4, 5, 7.2, 12.3, 13, 14, 15, 16 and 17 will survive.

12.4. Modification of the Service. Stenn reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Stenn will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.

13. Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Stenn, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Stenn Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party (including any other user). We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

14. Disclaimers; No warranties

14.1. The Service and all Materials and content available through the Service are provided “as is” and on an “as available” basis. Stenn disclaims all warranties of any kind, whether express or implied, relating to the Service and all Materials and content (including User Content) available through the Service, including: (a) any implied warranty of merchantability, fitness for a particular purpose, title, quiet enjoyment, or non-infringement; and (b) any warranty arising out of course of dealing, usage, or trade. Stenn does not warrant that the Service or any portion of the Service, or any Materials or content offered through the Service, will be uninterrupted, secure, or free of errors, viruses, or other harmful components, and Stenn does not warrant that any of those issues will be corrected.

14.2. No advice or information, whether oral or written, obtained by you from the Service or Stenn Entities or any Materials or content available through the Service will create any warranty regarding any of the Stenn Entities, or the Service that is not expressly stated in these Terms. We are not responsible for any damage that may result from the Service and your dealing with any other Service user. You understand and agree that you use any portion of the Service at your own discretion and risk, and that we are not responsible for any damage to your property (including your computer system or mobile device used in connection with the Service) or any loss of data, including User Content and Financial Data.

14.3. The limitations, exclusions, and disclaimers in this Section 14 apply to the fullest extent permitted by law. Stenn does not disclaim any warranty or other right that Stenn is prohibited from disclaiming under applicable law.

15. Limitation of liability

15.1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE STENN ENTITIES BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY STENN ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

15.2. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE STENN ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO STENN FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM OR (B) U.S. $100.

15.3. Nothing in these Terms will exclude, limit or restrict either party’s liability for (a) death or personal injury resulting from the negligence of that party or its officers, agents, employees or sub-contractors; (b) fraud or fraudulent misrepresentation, or (c) any other matter in respect of which liability cannot by applicable law be limited.

15.4. Each provision of these Terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the parties under these Terms. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these Terms. The limitations in this Section 15 will apply even if any limited remedy fails its essential purpose.

16. Miscellaneous

16.1. General Terms. These Terms are the entire and exclusive understanding and agreement between you and Stenn regarding your use of the Service. You may not assign, novate or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We reserve the right to assign, novate and transfer these Terms at any time. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

16.2. Rights of third parties. To the fullest extent permitted under applicable law, any person who is not a party to these Terms has no rights under these Terms nor has any benefit conferred upon them by virtue of these Terms (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise), including to enforce any terms of this agreement.

16.3. Governing Law and Jurisdiction.

a. For clients located outside of the United States, these Terms are governed by the laws of England and Wales without regard to conflict of law principles. And you and Stenn International Ltd. submit to the personal and exclusive jurisdiction of the courts of England and Wales for resolution of any lawsuit or court proceeding permitted under these Terms.

b. For clients located within the United States, these Terms are governed by the laws of New York without regard to conflict of law principles. And you and Stenn Assets USA Inc submit to the personal and exclusive jurisdiction of the courts of New York for resolution of any lawsuit or court proceeding permitted under these Terms.

16.4. Privacy Policy. Please read our Privacy Policy carefully for information relating to our collection, use, storage, and disclosure of your personal information.

16.5. Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

16.6. Force Majeure. Neither you nor Stenn will be liable to the other party for any delay or non-performance of obligations under these Terms, other than an obligation to make payment, arising from any cause or causes beyond its reasonable control including without limitation any of the following: act of God, governmental act, war, fire, flood, explosion or civil commotion, or a pandemic, epidemic or other public health crisis.

16.7. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

16.8. Contact Information.

a. For clients located outside of the United States, the Service is offered by Stenn International Ltd., located at 12th floor, The Bower, 207 Old Street, London, EC1V 9NR, United Kingdom. You may contact us by sending correspondence to that address or by emailing us at guideme@stenn.com.

b. For clients located within the United States, the Service is offered by Stenn Assets USA Inc, located at 17 Leavitt Ln, Princeton, NJ 08540. You may contact us by sending correspondence to that address or by emailing us at guideme@stenn.com.

16.9. No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

17. Confidentiality

17.1. Any information you provide us while onboarding to the Stenn platform, or to utilize any Stenn Offering, that is confidential and proprietary information will be considered “Confidential Information.” Confidential Information does not include, however, information that (a) was in the public domain at the time it was disclosed to us, (b) enters the public domain through no fault of Stenn, (c) was in our possession free of any obligation of confidence at the time it was disclosed, or (d) was developed by Stenn’s directors, members, officers, affiliates, employees, contractors, advisors or agents who had no access to such information.

17.2. We will keep and maintain all Confidential Information in strict confidence, using such degree of care as is appropriate to avoid unauthorized use or disclosure and at least the same degree of care we use in safeguarding our own confidential information. We will only use Confidential Information for the purpose of evaluating a business relationship with you or otherwise in connection with the Service, and will not disclose Confidential Information to any other party other than (a) as required by law or any governmental body, or (b) to our directors, members, officers, affiliates employees, advisors, third-party providers, contractors and agents that have been informed of the confidential nature of the Confidential Information.

Last revised on March 25, 2024.