By using the lender portal services (“Lender Portal Services”) offered by FundFluent Limited (“FundFluent”, “we”, “our” or “us’ or other similar pronouns), you are agreeing to be bound by the following terms and conditions (“Lender Specific Terms”), which are in addition to the FundFluent Terms of Use and the Privacy Policy. When we use “you”, “your” , it refers to anyone or any entity including money lender, who uses our Products and Services including this Lender Portal Services.

You confirm that you have appropriate authority to sign up an Account and enter into a binding agreement including the Terms of Use, Lender Specific Terms and any other Additional Terms on behalf of the relevant money lender and/or the relevant legal entity indicated by you as required during the Account creation process (the “Lender”). On behalf of the Lender, you confirm that you have read, understood, and agreed FundFluent’s Terms of Use, Lender Specific Terms and Privacy Policy. You understand that we may contact you and the Lender.

All capitalised terms and defined terms used in this Lender Specific Terms shall have the same meaning as that given in the Terms of Use unless otherwise provided for in this Lender Specific Terms. In an event of a conflict, these Lender Specific Terms shall prevail and will govern for the Lender Portal Services and those relevant part(s) of our Products and Services.

These Lender Specific Terms are for licensed money lender located in Hong Kong SAR. If you are located in another jurisdiction, you may NOT be able to create an Account or use the Lender Portal Services. Any new features or tools which are added to the Lender Portal Services shall be subject to these Lender Specific Terms. We have the right to update and change the Lender Specific Terms anytime without notification. You should review these Lender Specific Terms at any time.

5.1. FundFluent is a technology company who has a digital platform, of which may from time to time refer prospective customer (the “Prospective Customer”) to the Lender for the funding enquiries, request for proposal and/or relevant services through the Lender Portal Services, Products and Services and/or any other manners.

5.2. According to the Terms of Use clause 2,  we informed the Prospective Customer that We do NOT represent or guarantee approval or acceptance into any particular loan program, rates and fees, or any specific loan terms or conditions with any lender; loan approval standards are established and maintained solely by Lender, governed by the applicable laws and regulations. Nothing contained herein shall constitute an offer or promise for a loan commitment or agreement; the Prospective Customer’s request shall be subject to the approval and absolute discretion of the Lender.

5.3. We may assist the Prospective Customer to furnish financial statements, real estate information and other information, including third-party information provided by FundFluent’s affiliates and/or subcontractors (“Supercharge Services”) which may facilitate the Lender to evaluate and assess the Prospective Customer.  For avoidance of doubt, FundFluent shall not be responsible for the authenticity, completeness and accuracy of all information furnished to the Lender.

The Lender represents and warrants to FundFluent that the Lender will pay the applicable, non-refundable fees and taxes to FundFluent for any paid services including but not limited to i) each Prospective Customer referred to the Lender by FundFluent (“Referral Fee”) or ii) for the provision of Supercharge Services (“Supercharge Fee”).  Unless otherwise set out in the Lender Portal Services, the conditions of Referral Fee and Supercharge Fee payable by the Lender to FundFluent and the terms of payment should be agreed between the parties in writing prior to any engagement of Prospective Customer.

FundFluent represents and warrants to the Lender that:

a) FundFluent is in compliance with and will comply with all applicable laws and regulations in making the referrals, including but not limited to the Prevention of Bribery Ordinance and the Personal Data (Privacy) Ordinance and that all the Prospective Customer(s) referred by FundFluent to the Lender are either Prospective Customer(s) directly consulting with FundFluent or that consent for obtaining the information and/or contact of that Prospective Customer(s) has been duly obtained;

b) FundFluent shall not pay or offer to pay any rebate, commission or incentives in whatever form and manner which may constitute or be likely to constitute on inducement to any staff of the Lender whether directly or indirectly;

c) FundFluent has not charged, recovered, demanded or received and will not charge, recover, demand or receive any fees, charges, reward or consideration, however named, from the Prospective Customer for or in relation to the procuring, negotiation, obtaining or application of the loan or guaranteeing or securing the repayment of the loan; and FundFluent has not otherwise agreed with the Prospective Customer that the Prospective Customer pays or would pay any fees, charges, reward or consideration, however named, to any other party whether for the purchase of any goods or services or not in relation to the relevant funding, and money lending services.

8.1. The Lender is in compliance with and will comply with all applicable laws and regulations, including but not limited to the Money Lenders Ordinance (“MLO”) and the Prevention of Bribery Ordinance and the Personal Data (Privacy) Ordinance. The Lender hereby specifically agree and undertake to keep FundFluent fully indemnified against any claim action or damages that FundFluent may face with and/or suffer due to the breach of this warranty hereof.

8.2. The Lender is responsible to ensure FundFluent is included in the list of Lender’s appointed third parties in accordance with the MLO during the Agreement period.

9.1. You are responsible for all content in connection with your Account, including but not limited to company names, trading names, logos, trademarks, contacts, data, photos, graphics, written content, profiles, your products and services description, and all kind of information (“Lender Content”) uploaded, stored, posted, shared, edited and displayed on our platform, Products and Services, including the Lender Portal Services. We do not claim any intellectual property rights over the Lender Content you provide to us.

9.2. You are required to ensure full compliance of the Lender Content with any applicable laws and regulations. You guarantee that you have the rights to all the Lender Content, including obtain the relevant owner’s consent, not infringing or causing us to infringe any third party intellectual property rights, and  not sharing or posting any part of the Lender Content on the Products and Services that is under any non-disclosure obligations.

9.3. By uploading and posting Lender Content, you grant FundFluent and its affiliates a non-exclusive, transferrable, sub-licensable, royalty-free and worldwide license to host, store, use, distribute, modify, copy, publicly display, translate, and create derivative works of your Lender Content for the provision of Products and Services and any relevant marketing activities from time to time.

9.4. You agree to allow all our users and other relevant third parties including the public to view your Lender Content that you post publicly on the Products and Services.

9.5. You can delete all or part of the Lender Content anytime or all at once by deleting your account. When you delete the Lender Content, it’s no longer visible to you and others through our Products and Services, however, it may continue to exist elsewhere on our platform or other locations where:

a) Your Lender Content has been used by other users including the public and they have copied, shared, forwarded, or stored but not deleted it

b) Investigate illegal activity or violation of our Terms of Use and other Additional Terms

c) Comply with a legal obligation and comply with a request of a judicial or law enforcement or a government agency

d) For our own internal use, such as Products and Services development and enhancement, internal training, accounting and audit purposeIn which case, and subject to the Privacy Policy and relevant regulations, the Lender Content will be retained for no longer than is necessary for the purposes for which it has been retained, however, the exact duration will vary on a case by case basis, and the license will continue until the content has been fully deleted.

9.6. We can remove or restrict access to the Lender Content that is in violation of any applicable laws, regulations and our policies, although we are not obligated to do so.

10.1. The Lender Portal Services may be terminated by either party by giving not less than fourteen (14) days’ written notice to other party.  Such termination shall not affect any rights accrued or liabilities existing or which may become existing on transactions entered into prior to the date of termination.

10.2. Unless otherwise stated or agreed by us in the notice to terminate, in the event of any termination of Lender Portal Services or Product and Services including account inactivation or cancelation for whatever reason, shall be without prejudice to any on-going activities and services being performed by you with a Prospective Customer, the performance of which shall continue subject to these Terms of Use and these Lender Specific Terms until completion or earlier termination agreed by the all relevant parties in writing. We shall be entitled to any applicable Fees payable to us set out in clause 6.

10.3. Subject to clause 10.2, on termination, or cancelation of the Account, you shall promptly return and/or remove all Confidential Information and Prospective Customer’s information and all copies thereof.

11.1. Confidential Information means any information or know how of FundFluent that is marked confidential or that the recipient ought reasonably to have known was confidential, proprietary information, business plans, or any customers, and Prospective Customer’s information including but not limited to personal data, business information. Confidential Information shall exclude information that is or comes into the public domain.

11.2. Each party, and their affiliates shall, together with their employees, agents, professional advisors and contractors agree:

a) keep confidential all Confidential Information of the other party and all Prospective Customer’s information;

b) not disclose or transfer to any third party (other than as permitted hereunder) any Confidential Information of the other party, and Prospective Customer’s information;

c) not use (including by making unnecessary copies) other than as strictly necessary for the performance of services set out in the Lender Portal Services and any relevant Products and Services, any Confidential Information of the other party or Prospective Customer’s information.

11.3. Each party shall be permitted to disclose the other’s Confidential Information where such disclosure is required by applicable law or regulation, subject to the party required to make the disclosure giving the party whose Confidential Information is to be disclosed notice of the disclosure.

12.1. You represent and warrant to us that you and your employees, affiliates and sub-contractors will not contract the Prospective Customer directly without FundFluent prior written consent.

13.1. Any amendment or waiver of any provision of this Lender Specific Terms and any waiver of any default under this Lender Specific Terms shall only be effective if made in writing and signed by both parties.

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