Last Updated: November 2024
C2FO – Supplier Terms and Conditions

 

By registering as a user of the Site or the Service, you, as an authorized representative of the company you represent (“You”), represent and warrant that you are accessing the Service on behalf of the company whose information you provided during the registration process (“Supplier”).

 

You hereby represent and warrant that you have the authority to legally bind Supplier, and that you are duly authorized to enter into this Agreement on behalf of Supplier. The Service is provided to Supplier at the website www.C2FO.com (the “Site”). The Site, the Service and any other services provided by Pollen, Inc. and its Affiliates (“C2FO”) related to the Site, or the Service are intended for use only by Supplier and its Authorized Users.

 

Access to and use of the Services by Supplier and its Authorized Users is conditioned upon acceptance of this Agreement. By clicking the “I AGREE” button below, you accept and consent to be bound by the then-current terms of use on behalf of Supplier (the “Agreement”) and further represent and warrant that this Agreement creates a binding contract between C2FO and Supplier.

 

C2FO may make changes to this Agreement from time to time. If C2FO does this, C2FO will post the changed Agreement on the Site and will indicate at the top of this page the date the Agreement was last revised. Supplier understands and agrees that your continued use of the Site and Services after we have made any such changes constitutes your acceptance of the new Agreement.

1. • “Accelerated Payment” means any payment to Authorized Supplier by (i) Buyer or (ii) a Funder (acting on behalf of Buyer), of a reduced amount from the Face Value of an Approved Invoice as a result of Authorized Supplier offering a discount to the face value of an Approved Invoice in exchange for payment before the due date of the Approved Invoice. Any Accelerated Payment shall be documented in an Award File.
   • “Accelerated Invoice” means each Approved Invoice for which an Accelerated Payment is made to an Authorized Supplier.
   • “Affiliate” means, with respect to a Party, any corporation or other entity that controls, is controlled by or is under common control with, such Party.
   • “Approved Invoice” means an invoice issued by Authorized Supplier, validated and approved for payment by the relevant Buyer and confirmed to C2FO by the Buyer, for the purposes of the Services, as eligible for Accelerated Payment.
   • “Authorized Supplier” means a third-party supplier to Buyer who: (i) is authorized by Buyer to use the Service and access the Buyer marketplace; and (ii) has agreed to all terms and conditions, including this Agreement, allowing usage of the Service.
   • “Authorized User” means a user who is authorized by Supplier to access and use the Service on behalf of
   • “Award File” means an electronic file or data feed of awarded Accelerated Payment offers from Authorized Suppliers to a Buyer (whether the Accelerated Payment will be paid directly by Buyer or through a Funder on behalf of Buyer) to accelerate payment of Approved Invoices, which may result in discounts to the Face Value of such invoices.
   • “Buyer” means a party that has contracted with C2FO for purposes of processing Approved Invoices from Authorized Supplier through the Service to provide Accelerated Payment of Approved Invoices.
   • “C2FO Information” means all non-public information provided by C2FO to Supplier or obtained by Supplier through the Services, including, without limitation, trade secrets and confidential and proprietary information of C2FO and any of its Affiliates relating to itself, its Affiliates, their existing or reasonably foreseeable business, whether commercial, financial, technical or otherwise, pricing models, hardware configuration, computer programs, software (including source and object code), algorithms, know how regulatory information, transaction structures, agreements with third parties, services, customers and existing and potential customer lists.
   • “C2FO Market Clearing” means the time identified on the Site at which the working capital market closes, and the early payment award status is confirmed during each local business day.
   • “C2FO Platform” means C2FO’s proprietary electronic invoice prepayment market-based application services platform, related tools and other services accessed and used by Buyer and Suppliers and their respective Authorized Users to offer, accept and document (in the form of Award Files) Accelerated Payment of Approved Invoices, including any additional functionality, successor or replacement or future services offering similar or more functionality than its predecessor.
   • “Confidential Information” means any non-public information provided by the disclosing Party (“Disclosing Party”) to the Party receiving the information (“Receiving Party”). Confidential Information includes, but is not limited to, the following:

• with regard to C2FO, all C2FO Information, software, inventions, know-how, ideas, programs, apparatus programs and Intellectual Property Rights related to, connected with or arising out of the Service;
• with regard to Supplier, any non-public information regarding the business or business partners of Supplier, in whole and in part; and
• with regard to either Party, the terms, conditions, pricing and other contents of this Agreement, and any other information, technical data or know-how, including, without limitation, that which relates to research, product plans, products, services, customers, markets, software, software code, software documentation, developments, inventions, lists, trade secrets, data compilations, processes, designs, drawings, engineering, hardware configuration information, marketing or finances.

 

Notwithstanding the foregoing, Confidential Information does not include Market Statistics or other information, data or content which:

• is in the public domain at the time of the disclosure or becomes available to the public thereafter without restriction, and not as a result of the act or omission of the Receiving Party;
• is rightfully obtained by the Receiving Party from a third party without restriction as to disclosure;
• is lawfully in the possession of the Receiving Party at the time of the disclosure;
• is approved for release by written authorization of the Disclosing Party; or
• is developed independently and separately by the Receiving Party without use of the Disclosing Party’s Confidential Information.
  • “Content” means any data, information or other content related to Supplier and provided to C2FO by Supplier or Buyer in connection with or for use with the Service.
  • “Data Protection Laws” means all laws (including, without limitation, the Data Protection Act 1998) that relate to the processing or the security of Personal Data and which are applicable to the processing of Personal Data by C2FO.
  • “Face Value” means, with respect to an Approved Invoice, the amount of an Approved Invoice that the applicable Buyer has approved for payment on the standard payment date, taking into account any write-offs, returns or other reductions.
  • “Funder” means a financial institution or other entity (other than the relevant Buyer) authorized to make an Accelerated Payment on behalf of Buyer, which communicates its acceptance of making an Accelerated Payment on behalf of Buyer, in each case enabled by the Services.
  • “Force Majeure” means events or conditions beyond a Party’s reasonable control, including, without limitation, acts of common enemy, earthquakes, floods, fires, epidemics, terrorist attacks, embargoes, strike, fire, governmental acts or orders or restrictions, acts of God, lack of internet availability beyond the demarcation of the Service (e.g., issues related to backbone peering point, DNS or root server issues), inability to secure products or services from third parties or any other reason where failure to perform is not caused by the negligence of the nonperforming
  • “Information” means any technical or business information in written, graphical, oral or other tangible or intangible forms, including, without limitation, specifications, drawings, tools, samples, reports, compilations, records, data, computer programs, drawings, models and secrets.
  • “Intellectual Property Rights” means any patent rights, copyrights, trade secrets, trade names, service marks, trademarks, moral rights, know-how and any other similar rights or intangible assets recognized under any laws or international conventions, and in any country or jurisdiction in the world, as intellectual creations to which rights of ownership accrue, and all registrations, applications, disclosures, renewals, extensions, continuations or reissues of the foregoing now or hereafter in
  • “Market Statistics” means any extracts, summaries, reports, or analyses, including, without limitation, aggregated, de-identified, or non-attributable statistical data or information, created by or on behalf of C2FO based on or using Content and/or Transaction Information or other information generated or collected by or on behalf of C2FO through the Service or relating to the use or operation thereof. Market Statistics may include, without limitation, Supplier registration/participation rates, segmentation analysis, offer activity, invoice load trending analysis and industry, sub-industry and geographical trending analysis), including, without limitation, information that may be combined with other information to optimize, construct, develop, offer, provide or improve C2FO’s products, services, performance or modeling.
  • “Party” or “Parties” means, individually or collectively, as the case may be, C2FO and Supplier and any and all permitted successors and assigns.
  • “Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company, a government or any political subdivision or agency thereof or any other entity.
  • “Proxy Offer” means an offer for an Accelerated Payment made to a Buyer by C2FO (i) on behalf of Authorized Supplier and (ii) with Authorized Supplier’s authorization.
  • “Residual Data” means all data (e.g., duplicate information shared between Buyer and Authorized Suppliers through the Service, including invoice information, discount proposals, dates and project numbers associated with purchase orders and invoices) for suppliers who register and/or participate in the Services, and related Award Files.
  • “Sanctions” means economic, trade or financial sanctions, requirements or embargoes imposed, administered or enforced from time to time by any Sanctions Authority.
  • “Sanctions Authority” means the United States (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State and the Bureau of Industry and Security of the U.S. Department of Commerce), the United Kingdom (including, without limitation, His Majesty’s Treasury), the European Union and any EU member state, the United Nations Security Council and any other relevant sanctions
  • “Sanctioned Jurisdiction” means, at any time, a country or territory that is, or whose government is, the subject of Sanctions.
  • “Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list maintained by any Sanctions Authority, or (b) any Person located, organized or residing in a Sanctioned Jurisdiction.
  • “Service” means the provision of the C2FO Platform and any Supplier Services.
  • “Software” means (i) any proprietary C2FO computer software program or application, or those of its third-party licensors, utilized by C2FO in the establishment, operation and/or the provision of the Service including any proprietary schema, data processing or storing applications, tools, methodologies and databases and (ii) all source code, documentation, updates, upgrades and derivative works
  • “Supplier Services” means any consultancy services such as implementation, training or support to be provided by C2FO, either in relation to the C2FO Platform and as set out in the registration process, or as agreed between Authorized Supplier and C2FO in writing from time to time.
  • “Transaction Information” means all data, Content and any other information generated or posted through the Service by any person or entity, but excluding any information which was at the time of disclosure within an enumerated exception to the definition of Confidential Information.

 

2. SERVICE
   • Types of Services offered by C2FO through this Agreement.
     • Dynamic Discounting (“DD Program”)

The DD Program is operated by C2FO and enabled by the C2FO Platform for the Accelerated Payment by Buyer to Authorized Supplier of Approved Invoices prior to their original due date when a discount to the Face Value is offered to the Buyer.

• Dynamic Supplier Financing (“DSF Program”)

The DSF Program operated by C2FO is enabled by the C2FO Platform for the Accelerated Payment by Funder to Authorized Supplier of Approved Invoices prior to their original due date when a discount to the Face Value is offered by the Authorized Supplier. For the DSF Program, the Accelerated Payment that is made by a Funder on Buyer’s behalf is made pursuant to either (i) an early payment by Funder as payment agent of the Buyer or (ii) an invoice purchase by the Funder, pursuant to which the Funder will contract separately with Supplier to purchase the invoice. In any event, the Authorized Supplier no longer has a right to be paid directly by Buyer pursuant to such Approved Invoice.

 

• C2FO hereby grants Supplier a non-exclusive, non-transferable, revocable, limited right to permit Authorized Users to access and use the Service, subject to the following restrictions: (i) Supplier may use the Service solely for Supplier’s own internal business purposes; and (ii) Supplier shall not (A) make any copies of all or any portion of the Service; (B) sell, sublicense, distribute, rent, lease or assign the Service to any other person or entity; (C) modify, reverse engineer, decompile, disassemble, translate, alter or create derivative works based on the Service; (D) except for Authorized Users, permit any third party to use the Service; (E) create Internet “links” to or from the Service, or “frame” or “mirror” any content forming part of the Service, other than on Supplier’s or its Authorized Users’ own intranets or otherwise for its own internal business purposes; (F) send spam or other duplicative or unsolicited messages in violation of applicable laws; (G) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (H) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (I) interfere with or disrupt the integrity or perform of the Service or the data contained therein; or (J) attempt to gain unauthorized access to the Service or its related systems or networks. .

 

• Access to the Service. C2FO shall provide access to the login screen to Supplier on the instruction of, and on behalf of, a Buyer, and Supplier shall be permitted to create a unique login credential (“Username” and “Password”) to be confidential and used by Authorized Users to access the Services. Supplier will be solely responsible and liable for all activities that occur under any Username and Password created by to Supplier. Supplier shall immediately notify C2FO of any unauthorized use of any Username or Password and C2FO shall take such action as it deems appropriate to address the unauthorized use. Supplier agrees on its own behalf, and agrees to require its Authorized Users, to access the Service in a secure manner in compliance with C2FO’s reasonable standards established from time to time which currently require, to the extent applicable, use of web browsers utilizing 128-bit SSL encryption.

 

3. SCOPE, AVAILABILITY AND MODIFICATIONS
   • Scope of Service. The Service is intended to enable an Authorized Supplier to accelerate payment of an Approved Invoice. C2FO acts solely as provider of the C2FO Platform. C2FO does not act for or represent in any way neither Authorized Suppliers, any Buyers nor any Funder. C2FO is not a party to, third-party beneficiary of, or a guarantor of performance with respect to any Accelerated Payment, nor any other transaction, agreement or arrangement concluded between Authorized Supplier and any Buyer and/or Funder using the Service. Specifically, (i) C2FO does not control the quality, safety, legality or availability of the content or services accessed through the Service, the terms and conditions on which the content, goods, and/or related services accessed are provided, or Supplier’s compliance with any agreement that it may execute with a Buyer and/or Funder; (ii) C2FO undertakes no duties to receive or distribute any payments agreed by Supplier and any Buyer and/or any Funder; and (iii) under no circumstances shall C2FO in any manner obtain an interest in, or otherwise be deemed to be within the chain of title of, any content, goods, and/or related services accessed by Supplier. Notwithstanding the foregoing, C2FO may, in its sole discretion, charge fees to Buyer and/or Funder in connection with any DD Program or DSF Program as a consideration for the provision of C2FO Platform.  Supplier acknowledges and agrees that C2FO takes no responsibility for the terms and conditions governing the provision of any content, goods, and/or related services.

 

Supplier shall address any issues arising from any transaction, agreement or arrangement concluded between Authorized Supplier and any Buyers and/or any Funder using the Service exclusively with the relevant Buyer and/or Funder and shall not hold C2FO responsible nor liable in any way for the actions and/or omissions of any Buyers nor any Funder. Supplier agrees that all C2FO Market Clearing will be held on a business day for the respective Buyer.

 

• Effect of Using the Service. Supplier acknowledges and agrees that the effect of using the Service results in Buyer (or Buyer via a Funder) making an Accelerated Payment to Authorized By agreeing to the Accelerated Payment, Supplier agrees that it no longer has any rights under or in respect of an Accelerated Invoice that is subject to an Accelerated Payment and thereby the Accelerated Payment satisfies in full any amounts owed to it pursuant to such Accelerated Invoice. Supplier acknowledges that it may be required to submit documents to Buyer and/or any Funder in order to comply with local market tax regulations. In the event any requested documents are not provided in the timeline specified by either a Buyer, a Funder or C2FO, Supplier may not receive Accelerated Payment(s). Supplier further acknowledges that the annual percentage calculation associated with a Supplier-provided discount offer for Accelerated Payment within the Service uses the Bankers Rounding technique and has a tolerance of one-eighth (1/8th) of one (1) percent. Furthermore, Supplier acknowledges that the expected payment date of an Accelerated Payment used to calculate the Accelerated Payment amount subject to a discount is a good faith estimate based on inputs from Buyers and Funders, and that the actual payment date of the Accelerated Payment shall be effective to accomplish the Accelerated Payment and the fulfilment of Supplier’s offer to accept the same.

Supplier designates C2FO as a limited purpose agent to issue credit notes (including in the form of a modified Award File) on behalf of Supplier signifying the acceptance of the discount through the Service in return for Accelerated Payment. For the avoidance of doubt, issuance of credit notes on behalf of the Supplier should be intended as a mere administrative services deriving from the use of the C2FO Platform.  Supplier confirms that such credit notes relating to Accelerated Payments shall be properly recorded in Supplier’s book(s) of accounts.

 

In the unlikely event that there is a tax that would be applicable to Suppliers use of the Service, Supplier is responsible for paying those taxes.

 

For United Kingdom Buyer Invoices: When accelerated invoices relate to Buyers located in the UK, the Award File requires a Supplier, where appropriate, to post an adjustment to VAT records. Supplier may treat the Award File as an appropriate document to adjust VAT records pursuant to Regulation 24 of SI 1994/2518. Please note that the responsibility of ensuring an accurate VAT adjustment is posted rests solely with Supplier and is not C2FO’s responsibility because the information on the Award File is based on what a Buyer has previously uploaded into the Service. In particular, where Supplier has not charged VAT on the original invoice, but the Award File shows an amount of VAT adjustment, it is Supplier’s sole responsibility to ensure that no adjustment is made to its VAT records.

 

• Proxy Offer. Supplier agrees that C2FO may act as a limited purpose Authorized User on behalf and at the direction of a Supplier Authorized User (including by email, text, voice, and/or Service configuration) to offer or accept Accelerated Proxy Offers are provided as an optional service for the convenience of Supplier. As such, C2FO is not under any commitment to provide a Proxy Offer, C2FO shall have no liability for failure to make a proxy offer, and C2FO may stop providing this additional service at any time in its sole discretion.

 

• Availability of Service. Supplier acknowledges and agrees that the availability of the Service is subject to the availability of connection services and functions to and within the Internet and that the Internet is not fault tolerant. Accordingly, C2FO shall not have any liability for any breach of any representation, warranty or covenant of this Agreement that arises out of or relates to the unavailability of such connection services and other network functions for whatever reason.

 

• Modification of Service. Supplier understands and agrees that C2FO may modify the Service, the name, or the manner in which the Service is made available, and that those modifications may create differences in how Supplier accesses the Service. Supplier further understands and agrees that, upon reasonable advance written notice to Supplier, C2FO reserves the right to replace or cease offering any or all of the

 

4. DYNAMIC DISCOUNTING
   • General DD Program Provisions: Supplier acknowledges and agrees that the effect of using the DD Program results in a Buyer making an Accelerated Payment to By agreeing to the Accelerated Payment, Supplier agrees to accept the Accelerated Payment as full and final settlement of any Accelerated Invoice that is subject to an Accelerated Payment and thereby satisfying in full any amount due and payable by Buyer pursuant to that Accelerated Invoice. The reduced sum payable as an Accelerated Payment against the face value of each Approved Invoice will be displayed on the Service or otherwise communicated to the Authorized Supplier.

 

5. DYNAMIC SUPPLIER FINANCE
   • Forms of DSF
     • Early Payment by Funder as agent of Buyer. If an Accelerated Payment is made by way of an “Early Payment” by Funder on behalf of a Buyer, then immediately upon Funder’s making of the Accelerated Payment to Supplier, Supplier shall cease to have any rights to receive (and Supplier shall not seek) payment from the Buyer in respect of the Accelerated Invoice.
     • Invoice Purchase. If an Accelerated Payment is made by way of an “Invoice Purchase”, then, subject to the terms of any receivables purchase agreement entered into between Supplier and Funder, immediately upon Funder’s making of the Accelerated Payment to Supplier, Supplier (i) transfers to such Funder (without requirement for any further actions, notifications or formalities), to the extent of the approved amount of the Accelerated Invoice, all of Supplier’s right, title and interest in the Accelerated Invoice and (ii) shall cease to have any rights to receive (and Supplier shall not seek) payment from the applicable Buyer in respect of the Accelerated Invoice to the extent of the approved amount of such Accelerated Invoice (but all other sums owed to Supplier shall remain outstanding in accordance with the terms and conditions of Supplier’s agreement(s) with the Buyer). Supplier represents and warrants that any Accelerated Invoice shall not be encumbered by any adverse claim or third-party right or interest and Supplier undertakes not to dispose of any Accelerated Invoices except, in respect of an Invoice Purchase, to the relevant Funder in accordance with this Section 2.1. Supplier authorizes the filing of one or more UCC-1 Financing Statements at any time and from time to time for purposes of providing public notice of the transactions pursuant to this paragraph.

 

• General DSF Program Provisions and Acknowledgements
  • Supplier acknowledges and agrees that the effect of using the DSF Program and offering and obtaining Accelerated Payment in relation to the relevant Approved Invoice results in agreement by Supplier that it no longer has any rights under or in respect of the Accelerated Invoice and either, (i) in respect of an Early Payment by Funder, to pass-through to Funder the right to receive payment of the Approved Invoice on the applicable due date to the extent of such Approved Invoice’s approved amount, or (ii) in the case of an Invoice Purchase by Funder subject to the terms of a separate receivables purchase agreement that may be entered into between Funder and Supplier, Supplier assigning the Accelerated Invoice to Funder, in each case solely in respect of that Approved Invoice made available through the Service. Supplier agrees that (a) such Accelerated Payment is effective as to and enforceable against Supplier and the applicable Buyer with regard to each Accelerated Invoice, notwithstanding any formalities or any amendment required by the terms of the relevant Approved Invoice, and (b) the applicable Buyer shall no longer be obliged to pay Supplier in respect of the approved amount of the Face Value of such Accelerated Invoice and (c) Supplier no longer has a right to receive any payment from any party under the approved amount of such Accelerated Invoice.
  • Supplier hereby irrevocably authorizes C2FO to notify the applicable Buyer that Funder has funded a payment to Supplier in relation to an Accelerated Invoice and to disclose to the applicable Buyer in an Award File or otherwise such transaction details as are requested to be disclosed by Funder to give effect to (i) in respect of Early Payment, the pass through to Funder of the cash flow rights associated with the Accelerated Invoice and (ii) in respect of an Invoice Purchase, the transfer of Supplier’s relevant right, title and interest in the relevant Accelerated Invoice, in each case pursuant to Section 2.1 .
  • Supplier acknowledges and agrees that the relevant Funder obtains a right to get paid an amount equal to the Face Value of the Accelerated Invoice on the due date by the relevant Buyer; however, Supplier shall have no liability if Funder is not so paid by Buyer. The making of an Accelerated Payment in no way diminishes any right of the relevant Buyer to reclaim overpayments to Supplier (or other reductions pursuant to Supplier’s agreement(s) with a Buyer) pursuant to the Approved Invoice.
  • Supplier hereby represents and warrants that with respect to each Accelerated Invoice, Supplier was the owner of, had good title to, and was authorized and effectively transferred or otherwise transacted with regard to the relevant Accelerated Invoice in accordance with the terms of this Agreement, free and clear of any lien, security interest, charge, mortgage, pledge, hypothecation, assignment, encumbrance or any other right or similar claim in, of, or on such Accelerated Invoice. Supplier further represents and warrants that no Accelerated Invoice shall be encumbered by any adverse claim or third party right or interest and Supplier undertakes not to dispose of any Accelerated Invoices or otherwise reduce a Funders right to payment from the Buyer.
  • Supplier expressly acknowledges and agrees that Funder’s provision of funding is uncommitted, and that Funder shall not, at any point, have any obligation to make any payment to Supplier in full or in part of an Accelerated Payment, nor shall Funder be liable for any delay in any Accelerated Payment or any other payment in connection with the Services. To the extent not settled by an Accelerated Payment as contemplated by this Agreement, the relevant Approved Invoice remains payable to Supplier by Buyer in accordance with its original terms.
  • Supplier shall, upon Funder’s written request, do all such further acts reasonably required by Funder to give effect to the transfer Supplier’s relevant right, title and interest in the relevant Accelerated Invoice pursuant to this Section 5. Supplier acknowledges and agrees that if at any time that (i) in respect of an Early Payment, transfer of cash-flow rights in respect of an Approved Invoice to Funder or (ii) in respect of Invoice Purchase, the assignment of the Accelerated Invoice to Funder, is not perfected and/or enforceable by Funder directly without Supplier’s involvement, Supplier holds such rights on behalf of and, to the extent permissible and recognized under relevant laws, on trust for Funder and will promptly account to Funder on receipt of any relevant recoveries.
  • Supplier acknowledges and agrees that C2FO may share in any discount given on any Accelerated Invoice in such proportions and on such terms as C2FO may agree with Buyer and/or Funder (as applicable).
  • Supplier acknowledges and agrees the date on which the Funder actually receives payment from the Buyer with respect to an Accelerated Invoice (“Funds Received Date”), whether the date is the exact same or not, as may be communicated to Supplier by any party, shall be final and binding on Supplier. Furthermore, Supplier acknowledges that the dates estimated by the Service, whether such date was communicated by Buyer to C2FO, calculated by C2FO or calculated by the Funder, shall also be final and binding on Supplier.
  • Supplier further acknowledges that rates displayed on C2FO Platform and used to calculate the Accelerated Payment amount are indicative only and based on reference rate data supplied by Funders, and that the actual rate used to calculate the Accelerated Payment amount will be determined by the Funder’s own calculations, which shall be final and binding on Supplier.
  • Supplier acknowledges that Buyer and/or any Funder (as applicable) is a third-party beneficiary of this Section 5 and Buyer and/or any Funder (as applicable) may enforce the provisions contained herein. C2FO holds the benefit of this Section 5 on trust for each of Buyer and/or any Funder (as applicable) and C2FO who may enforce this Section 5 on behalf of either of them.

 

6. PROPRIETARY RIGHTS
   • All title, right, and interest in and to the C2FO Platform, the Software, and the Service, as well as all Intellectual Property Rights pertaining thereto or to C2FO, in whole or in part, shall vest with and remain the exclusive property of C2FO and its third-party licensors. Supplier shall not on its own behalf or on behalf of any third party violate C2FO’s Intellectual Property Rights.

 

• Market Statistics. All title, right, and interest in and to all Market Statistics, as well as all Intellectual Property Rights pertaining thereto, in whole or in part, shall vest with and remain the exclusive property of C2FO and may be used by C2FO for any lawful business purpose without any duty or obligation to Supplier.  For clarity, C2FO may use and share Market Statistics with third parties for purposes of providing the Service and for other business purposes, including to develop, improve, optimize, offer, or provide other services and/or products.

 

• As between C2FO and Supplier, all title, right, and interest in and to any Content, as well as all Intellectual Property Rights pertaining thereto, shall remain the property of Supplier or the Buyer providing that Content, as applicable . C2FO is entitled to remove any and all Content without notice nor any liability to Supplier, for any reason or no reason at all, including, without limitation, if all or part of any Content becomes the subject of an actual or threatened lawsuit or if C2FO believes such Content may violate a third party’s Intellectual Property Rights or applicable law.

 

• Service Content. All title, right and interest in and to any data, information, or content provided or made available through the Service that is not Content or Transaction Information, including data, information, or content obtained by C2FO from a third party, if any, shall remain the exclusive property of C2FO or such third-parties.  During the term of this Agreement, and subject to the terms hereof, C2FO grants Supplier a limited, non-transferable, non-exclusive, license solely to access such data, information, and content through the Service for purposes of Supplier’s use of the Service as permitted under this Agreement.

 

• C2FO shall have a royalty-free, worldwide, perpetual and irrevocable license to use or incorporate into the Service any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Supplier and its Authorized Users relating to the Service.

 

• Supplier’s License to C2FO. Supplier hereby grants C2FO a perpetual, irrevocable, royalty-free, worldwide, non-exclusive, non-transferable, license to (i) use the Content and Transaction Information to provide the Service, and (ii) provide Supplier’s name and, without limitation, Supplier’s contact personnel names and contact information, to C2FO’s Buyer clients, potential Buyer clients and other third parties with which C2FO has a contractual business relationship for the purpose of expanding adoption of the Service by Buyers and Supplier or for the purpose of creating and offering additional products, services and/or funding options. C2FO acknowledges that C2FO does not obtain any other rights hereunder to use Supplier’s name, logos, and trademarks, unless expressly stated in this Agreement or the C2FO Privacy Policy.

 

7. CONFIDENTIALITY AND DATA PROTECTION
   • Nondisclosure of Confidential Information. Each Party shall retain the other Party’s Confidential Information in the strictest confidence (i.e., on a need-to-know basis) and shall not disclose such Confidential Information to any third party provided that C2FO may share such Confidential Information with the Funder as necessary for the Funder to evaluate, make and collect Accelerated Payments. Each Party agrees: (i) to use the Confidential Information only for the purposes of this Agreement and as expressly permitted by this Agreement; (ii) not to make copies of or store Confidential Information or any part thereof except as expressly permitted by this Agreement; (iii) to reproduce and maintain on any copies of any Confidential Information such proprietary legends or notices (whether of Disclosing Party or a third party) as are contained in or on the original or as the Disclosing Party may otherwise reasonably request; and (iv) to treat this Agreement as Confidential The Receiving Party shall notify the Disclosing Party in writing of any known unauthorized use, possession or disclosure of Confidential Information of the Disclosing Party. The Disclosing Party shall have the sole right (but shall be under no obligation) to take legal or other action against any third party with respect to any such unauthorized use, possession or disclosure of Confidential Information of the Disclosing Party, and the Receiving Party shall cooperate with the Disclosing Party in such effort. Except as otherwise agreed by Supplier in this Agreement or otherwise, C2FO will not provide Supplier’s Content and Transaction Information to a third party other than your Buyer clients, unless C2FO concludes in good faith that it is required by law or similar, as more fully described in Section 7.3 below.

 

• The Parties agree that, notwithstanding any other section of this Agreement, the non-breaching Party shall be entitled to seek equitable and legal relief to protect its interests, including, without limitation, preliminary and permanent injunctive relief, as well as monetary damages. Nothing stated herein shall be construed to limit any other remedies available to the Parties.

 

• Disclosure to Governmental Entities. If Receiving Party becomes legally obligated to disclose Confidential Information by any governmental entity as a result of court order, subpoena or similar legal action (“Compelled Disclosure”), the Receiving Party will give the Disclosing Party prompt written notice without any delay. The Receiving Party will cooperate with the Disclosing Party’s reasonable efforts to quash, modify or challenge the Compelled Disclosure, and will disclose only such information as is legally required. Notwithstanding anything herein to the contrary, a Compelled Disclosure is not considered a breach of Section 1 above.

 

• Data Protection. With respect to Supplier’s registration information provided to C2FO by Supplier for access to the Service, C2FO acts as the Data Controller. Otherwise, to the extent C2FO processes any Personal Data for any other reason in connection with and as a result of providing the Service, Supplier agrees that C2FO does so as Data Processor and that Supplier is the Data Controller in relation to such Personal Data and in relation to such Personal Data: (i) C2FO will process such Personal Data for the sole purpose of providing the Service in accordance with the terms of this Agreement and any lawful written instructions reasonably given to C2FO by Supplier from time to time; and (ii) Supplier represents and warrants it (a) has obtained all necessary consents to any processing by C2FO or any of its Affiliates and (b) will have in place appropriate technical and organizational security measures against unauthorized or unlawful processing of such Personal Data and against accidental loss or destruction of, or damage to, such Personal Data. For the purposes of this Agreement, the terms “Personal Data”, “Data Processor” and “Data Controller” shall have the same meaning as set out in the Data Protection Act

 

• International Data Transfers. C2FO and Supplier agree that any Personal Data processed as a result of providing the Service will be hosted or stored in accordance with applicable data protection law, and, to the extent allowable under such applicable Data Protection Laws, may be stored in the United States of America by C2FO or with any of C2FO’s Affiliates in the Affiliate’s (or, in case of Personal Data processed by an actual or prospective Funder (or any of its Affiliates), in their respective applicable jurisdiction. In respect of such Personal Data, (i) C2FO represents and warrants that it has taken appropriate measures to comply with applicable Data Protection Laws in respect of such Personal Data and (ii) Supplier represents and warrants it has obtained all necessary consents to any transfer of Personal Data to C2FO or any of its Affiliates and it has fulfilled the necessary requirements on cross-border data transfer applicable to it.

 

• DSF Programs Data Transfer: Supplier hereby agrees that Buyer, C2FO and/or the relevant Funder may disclose Transaction Information and any relevant banking information, as necessary and applicable, to (i) Funder or Funder’s affiliates, (ii) to third parties providing funds, payment reconciliation services, or other services as necessary or required to make payments to Supplier of Accelerated Payments or otherwise in connection with the Services, (iii) to actual or potential assignees, transferees or participants of Funder or any other person with whom Funder enters into (or may potentially enter into) any transaction under which payments are to be made by reference to any relevant Accelerated Invoice, (iv) to any person who holds or is considering holding notes in one of the secured notes programs of Funder’s group of companies (and to any relevant note issuer, note trustee and distributor of such secured note program), (v) to any relevant service providers, insurers or professional advisers of Funder or Buyer (or each of their relevant affiliates) or (vi) to any governmental agency or authority or supervisory or regulatory body or as otherwise required by any applicable law or regulation.

 

8. TERM AND TERMINATION
   • This Agreement shall become effective on the date Supplier or any Authorized User first registers on the Site and agrees to these terms and shall continue in force so long as the Service is being provided by C2FO to Supplier or so long as Supplier is registered with the Service, whichever is longer.

 

• Termination for Cause. C2FO may terminate this Agreement if (a)(i) the Supplier defaults under this Agreement; and (ii) such default is not cured within three (3) business days after notice of default is provided to Supplier; or (b) Supplier terminates or suspends its business activities, becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority, or becomes subject to any bankruptcy or insolvency proceeding under any applicable Notwithstanding anything to the contrary herein, C2FO may terminate this agreement and/or suspect Supplier’s access to the Service immediately, with or without notice, if C2FO believes, in its sole discretion, that Supplier or one of its Affiliates is subject to Sanctions, located in a Sanctioned Jurisdiction, or if C2FO deemed it necessary to do so in order to comply with any of C2FO’s contractual or legal obligations to others.

 

• Termination for Convenience. Either Party may terminate this Agreement at any time, for any reason at its sole discretion, by providing the other Party no less than thirty (30) days advance written notice

 

• Effect of Termination. Upon termination of this Agreement, consistent with the terms herein, C2FO may immediately discontinue Supplier’s access to and use of the Service. Supplier shall promptly discontinue use of any Service and destroy any Confidential Information that Supplier has received from C2FO. For a period of not less than seven (7) years post-termination, C2FO may keep copies of all Residual Data for archival, litigation, regulatory, financial and audit tracking purposes in accordance with standard data security, audit and accounting practices. C2FO is not required to affirmatively purge delete or purge any records in backup or archival systems kept in the normal course of business.

 

• Notwithstanding any termination of this Agreement, Sections 7.1- 7.3 (“Confidentiality”) shall survive for a period of five (5) years, while Sections 3.2 (Effect of using the Service), 6 (“Proprietary Rights”), 9 (“Indemnification”), 10 (“Disclaimer; Warranty; Limitation of Liability”), 11.5 (“Governing Law”), and 11.6 (“Arbitration”) shall survive termination of this Agreement indefinitely. All other rights granted hereunder will cease upon termination.

 

9. INDEMNIFICATION
   • Supplier shall indemnify, defend and hold harmless C2FO and any Funder in respect of a DSF Program and each of their respective directors, officers, members, managers and employees from and against all claims, actions, liabilities, losses, expenses, damages and costs (including reasonable legal and other  fees), that may at any time be incurred by reason of claim from any third party arising out of or relating to a breach of this Agreement by Supplier; any claim from a Buyer arising out of Supplier’s use or misuse of the Service, or any claim that is inconsistent with a Supplier’s representations or warranties to C2FO contained in this

 

10. DISCLAIMER; WARRANTY; LIMITATION OF LIABILITY
    • To the maximum extent allowed by law and except as unambiguously and expressly set forth in this Agreement, the Services are provided “as is” and C2FO specifically excludes and disclaims all implied warranties, conditions and representations (including relation to quality, skill and care and fitness for a particular purpose) connected with, related to or arising out of this Agreement and any representation, condition or warranty that access or use of the Service will be error-free, secure or uninterrupted, or that information or content will be accurate or timely.

 

• Supplier’s Warranty. Supplier represents and warrants that (i) its Authorized Users have authority to act on behalf of Supplier; and (ii) all Transaction Information or other materials submitted by Supplier to C2FO hereunder is correct, accurate and up to date and will not (A) infringe on any third party’s rights, including any Intellectual Property Rights, privacy or other personal or proprietary rights; or contain libelous, defamatory, fraudulent or otherwise unlawful material (B) violate any applicable law, statute, ordinance or regulation; or (C) contain viruses, trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines. Supplier warrants that: (i) it is duly organized, validly existing and in good standing under applicable law; (ii) it has the power and authority to execute, deliver and perform under this Agreement; and (iii) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

 

• LIMITATION OF LIABILITY.  TO THE MAXIMUM EXTENT ALLOWED BY LAW, IN NO EVENT WILL C2FO (OR ANY C2FO SUBCONTRACTOR) OR THE FUNDER OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE, LOSS OF BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGIES OR SERVICES, COST OF COVER OR PUNITIVE OR EXEMPLARY, OR AND DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OF OR USE OF THE SERVICE OR SERVICES, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO (1) THE FAILURE, FOR ANY REASON, TO RECEIVE ACCELERATED PAYMENT OF ANY INVOICE UNDER THE SERVICE OR FOR ANY DELAY IN SUCH PAYMENT; (2) ANY FINANCING ASPECTS OF THE SERVICE; (3) THE ACCOUNTING TREATMENT OR TAX CONSEQUENCES ARISING OUT OF ACCELERATED PAYMENTS OR SUPPLIER’S PARTICIPATION IN THE SERVICES; (4) THE FAILURE OR ALLEGED FAILURE OF THE SERVICE, OR ANY PARTY INVOLVED THEREWITH, TO COMPLY WITH APPLICABLE IN ADDITION, C2FO (AND ANY C2FO SUBCONTRACTOR) WILL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY DELAY IN DELIVERY OR FURNISHING THE SERVICE OR SERVICES. C2FO’S AGGREGATE LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION OR OTHERWISE, ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THIS AGREEMENT, WILL NOT, IN ANY EVENT, EXCEED THE GREATER OF FEES ACTUALLY PAID BY SUPPLIER TO C2FO PURSUANT TO THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE OCCURRENCE OF THE BREACH OR INCIDENT ASSERTED AS CAUSING DAMAGE OR $100.00. BUYER IS A THIRD-PARTY BENEFICIARY OF THIS SECTION 10.3 SOLELY WITH RESPECT TO ANY POTENTIAL CLAIM MADE BY SUPPLIER RELATED TO ANY FAILURE OR BREACH OF C2FO, OR ANY FAILURE OF THE SERVICE.

 

• Nothing in this Agreement excludes the liability of C2FO or the Funder for death or personal injury caused by C2FO’s negligence or for fraud or fraudulent misrepresentation.

 

11. GENERAL
    • Supplier agrees that: (i) it will provide to C2FO any information in its possession related to an Authorized User who may be a Sanctioned Person; (ii) if C2FO determines in its commercially reasonable discretion that any Authorized User is a Sanctioned Person, C2FO may deactivate the Sanctioned Person as an Authorized User; (iii) Supplier shall comply with all relevant laws and regulations, anti- bribery/corruption, anti-money laundering and export control laws, and tax information reporting requirements applicable to this Agreement; (iv) if Supplier is listed as a Sanctioned Person or any Approved Invoice relates to money laundering, terrorist financing, bribery, corruption, tax evasion or Sanctions, Supplier will notify C2FO; and (v), if C2FO determines in its commercially reasonable discretion that Supplier is Sanctioned Person, C2FO may deactivate Supplier and no further invoices for Supplier will be submitted to the Service.

 

• Any notice required or permitted under the terms of this Agreement shall be delivered in person, by fax, by overnight courier service, or by first class, registered or certified mail, postage prepaid, (i) if to Supplier, to the address provided by Supplier during the sign-up process or (ii) if to C2FO, Attention: C2FO – Legal Notices, 2020 West 89th Street, Suite 200, Leawood, Kansas 66206. All such notices shall be deemed to have been given upon receipt.

 

• Third Party Rights. Buyer and Funder and their successors and permitted assigns, as applicable, shall be deemed to be a third-party beneficiary of the terms of this Agreement as applicable and have the benefit of and be entitled to enforce the terms of this Agreement against Supplier; provided, that, as it pertains to third party beneficiaries, this Section 11.3 shall only apply to the subject matter covered herein and shall not otherwise modify agreements that Supplier has in place with Buyer and/or Funder unrelated to the Services. Save as expressly provided for in this Agreement, this Agreement does not confer any rights on any person not a Party to this Agreement.

  

• Assignment and Subcontracting. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by Supplier, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of C2FO. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the Parties and their respective successors and assigns. Notwithstanding anything to the contrary, C2FO shall have the right to subcontract any of its obligations hereunder to third The Funder (and any of its successors and permitted assigns) shall have the right, without consent from or notice to any person, to sell, transfer, assign, negotiate, or grant participations in, or declare a trust or create security over, all or any part of, or any interest in, its rights and benefits under the terms of this Agreement.

 

• Governing Law. This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of the State of Delaware, USA, without reference to conflict of laws principles.

 

• If any dispute arises in connection with this Agreement, the dispute will be resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“Rules”) by three (3) arbitrators appointed in accordance with the Rules, without recourse to the ordinary courts of law. Notwithstanding the foregoing, either party may, without waiving any other rights or remedies available to it, seek any interim or preliminary relief from a court of competent jurisdiction necessary to protect the rights or property of the filing party pending the completion of arbitration. Once the arbitration hearing is commenced, it shall remain in session during the normal business hours for each following business day, until concluded. Each party shall pay all its own arbitration costs, including, without limitation, attorney and professional fees, costs and expenses during the arbitration. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and reasonable legal and other  fees from the other party. Each party consents to the personal and subject matter jurisdiction of the arbitration proceedings as provided herein and waives any defense based upon forum non conveniens or lack of personal or subject matter jurisdiction. The parties agree that the arbitration, the award and its terms, and the arbitrator’s written opinion shall be and remain confidential.

 

• Arbitration  If Supplier is organized, resides, or has an office in the United States or Canada, the jurisdictional seat and venue (“Venue”) of the mediation, and arbitration if any, shall be conducted in Kansas City, Kansas, USA in accordance with the Rules. If Supplier is organized, resides, or has an office in India, the Venue of the mediation, and arbitration if any, shall be conducted in Delhi in accordance with the Rules. If Supplier is not organized in, does not reside in, and does not have an office in the United States, Canada, or India, the Venue of the mediation, and arbitration if any, shall be conducted in London, United Kingdom or in the Republic of Singapore, at the discretion of C2FO, in accordance with the Rules.

 

• Arbitration Remedies. The award and any order of the arbitrators shall be final and binding on all parties to such arbitration, and judgment thereon may be entered in a court of competent jurisdiction. The arbitrators shall have no power to award non-monetary or equitable relief of any sort or to make an award or impose a remedy that (i) is inconsistent with this Agreement or (ii) could not be made or imposed by a court deciding the matter in the same jurisdiction. The arbitrator has no authority to conduct any form of representative or class- wide proceedings, may not consolidate more than one person’s claims, and is restricted to resolving individual disputes. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of a reasonable need by the party seeking discovery. Except for the breach of C2FO’s proprietary rights, no action, regardless of form, arising out of this Agreement may be brought by either party more than one (1) year after the cause of action has

 

• Independent Contractors. The relationship of C2FO and Supplier established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed or implied to give either Party the power to direct or control the day-to-day activities of the other or constitute the Parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking.

 

• This Agreement is subject to change by C2FO without notice, and Supplier agrees to abide by the Agreement in effect each time that Supplier accesses the Services. The revised Agreement will be effective when posted. C2FO will provide notice of such amendments to the Funder.

 

• In the event that any provision of this Agreement conflicts with governing law or if any provision is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction: (i) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law; and (ii) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect. The failure of either Party to enforce at any time any of the provisions of this Agreement shall not be deemed to be a waiver of the right of either Party thereafter to enforce any such provisions. Except for any obligation to make payments, nonperformance of either Party shall be excused to the extent that performance is rendered impossible by Force Majeure. Section headings are for ease of reference only and do not form part of this Agreement. Supplier acknowledges having read the terms and conditions set forth in this Agreement, understands all the terms and conditions, and agrees to be bound thereby. No employee, agent, representative, or Affiliate of C2FO has authority to bind C2FO to any oral representations or warranty concerning the Service. Any written representation or warranty not expressly contained in this Agreement will not be enforceable.

 

• Entire Agreement. This Agreement constitute the entire and exclusive understanding and agreement between C2FO and Supplier regarding the Services, and this Agreement supersede and replace all prior oral or written understandings or agreements between C2FO and Supplier regarding the Services. Notwithstanding the foregoing, Supplier acknowledges and agrees that, in respect of a DSF Program only, the relevant Funder may impose additional terms and conditions in order to allow the Authorized Supplier to participate in the DSF Program (the “Funder Supplier Terms”) and in respect of Invoice Purchase, the Funder may require the Supplier to execute a separate receivables purchase agreement (the “RPA”, and together with “Funder Supplier Terms”, the “Additional Funder Terms”)). If there is any conflict or inconsistency between this Agreement and the Additional Funder Terms, the Additional Funder Terms prevail in relation to the arrangements between Funder and Supplier.

 

• Governing Language. This Agreement is entered into in the English language. Any translation prepared for any reason shall be a non-binding accommodation of no legal effect, and the English version of this Agreement shall govern. All communications with respect to this Agreement shall be in the English language. All actions brought under this Agreement and mediation and arbitration proceedings shall be conducted in English, and all documents, other than third-party documentary evidence, submitted to the arbitrators or used in support of either party shall be in English. Without limiting the generality of this Section 11, each of the Parties acknowledges that: (i) it shall not assert any claim based upon any translation or any discrepancy or purported discrepancy between such translation and this English-language version of this Agreement; and (ii) any such translation shall not be used to interpret this Agreement.

 

12. ADDITIONAL TERMS FOR SUPPLIERS OF SPECIFIC BUYERS

 

• For Telefónica Group Suppliers:

For the avoidance of doubt, the discount shall solely affect the related non-disputed invoices and shall not affect any other obligations between Supplier and Buyer, or between Supplier and a Buyer Affiliate.

 

• For Suppliers located in India or with Buyers located in India.
  • A new definition is added to Section 1 for “Funder” as follows:

“’Funder’ means a financial institution or other entity (other than the relevant Buyer) which communicates its acceptance of a request for an Accelerated Payment, in each case enabled by the Services.”

• A new Section 3.9 is added to Section 3 as follows:

“3.9 Paying Agent Arrangement.  A Buyer, from time to time, may choose to use a paying agent arrangement or similar service arrangements (“Paying Agent Arrangements”) between the Buyer and a Funder. To avail such services, Supplier provides to Buyer their consent to fulfill the formalities as required by Funder on the Supplier’s behalf and forward the documents to the Funder from time to time for discounting its trade receivables and crediting net proceeds (net of offered discount by the Supplier) to its bank account. In exchange of the discount offered by Supplier in the Service, Funder, acting on behalf of the Buyer, can pre-pay the net invoice amount to the Supplier after deducting the said discount. Supplier confirms that, for invoices where it has offered a discount through the Service, that Supplier is the sole legal and beneficial owner of the receivables corresponding to the goods and services provided to the buyer and Supplier also agrees that it will not assign or transfer any rights or obligations related to such receivables to any third party without the prior consent of the Buyer. Supplier agrees to accept this payment from the Funder through the Paying Agent Arrangement as full and final settlement of the said invoice and waives the discount amount on the invoice as if the payment were made by Buyer with effect as set forth in Section 3.2 above. Supplier also acknowledges that such Paying Agent Arrangements may involve other arrangements between the Buyer and Funder as long as the Supplier receives the agreed upon payment equal to the invoice amount minus the discount offered.”

• A new Section 5.6 is added to Section 5 as follows:

“5.6 Notwithstanding anything contained hereinabove, the Supplier acknowledges, and accepts that for the purposes of availing the Paying Agent Arrangements services by Supplier, all its Information including but not limited to Confidential Information, Content, Transaction Information, Residual Data, statements, data, etc. shall be shared by C2FO with the Buyer and the Funder and the Supplier hereby gives its consent to C2FO for sharing all its Information including but not limited to Confidential Information, Content, Transaction Information, Residual Data, statements, data, etc. with the Buyer and Funder.”