This Agreement (hereinafter referred to as the “Agreement”) is made by and between: Credebt Exchange Limited, its subsidiaries, affiliates and branches (hereinafter referred to as “Credebt Exchange”), as the intermediary, administrator, operator and owner of the Credebt Exchange system (hereinafter referred to as the “Exchange”), and the approver and authoriser of each user of the Exchange (hereinafter referred to as the “Member”); and each trading organisation (hereinafter referred to as the “Originator”) that offers its invoices/Exchange Traded Receivables (hereinafter referred to as “ETR”) and the total value of the ETR inclusive of all products, services, charges, taxes, surcharges and delivery charges (hereinafter referred to as the “Face Value”) for sale over the Exchange; and each institutional investor (hereinafter referred to as the “Investor”) that bids for or purchases ETR over the Exchange; as Parties to this Agreement (hereinafter referred to as the “Parties”).

The Member specifically recognises the innovative features of the Exchange, the know-how, derived works and all information made available from Credebt Exchange and the proprietary ownership rights of Credebt Exchange therein (hereinafter referred to as the “Property”). The Member specifically and unconditionally agrees and covenants not to copy or emulate the Property in any way. The Member specifically acknowledges and agrees that Credebt Exchange shall retain sole and exclusive ownership of the Property and of all rights, title and interests therein, including all intellectual property rights associated therewith. The Member shall not, and shall not permit others, to edit, copy, modify, reverse engineer, disassemble, decompile, or otherwise seek to discover or derive the source code, proprietary logic, design or structure of the Property into its own services, products, inventions, works or intellectual property. This Agreement shall not be deemed to grant the Member any right, title or interest in the Property. The Member shall not use any of the trademarks, service marks, logos or trade names of or used by Credebt Exchange in connection with the Exchange or services, or any Property associated therewith (hereinafter referred to as the “Services”) without the prior written consent of Credebt Exchange.

All Members agree that all postings of all ETR and all submitted bids shall be exclusively made on and over the Exchange. Any and all sales of any ETR (hereinafter referred to as the “Traded ETR”) between Members shall be deemed for all purposes to take place over the Exchange and shall in all respects be exclusively subject to Irish law. Credebt Exchange will act as an agent for every Member with respect to administration and operation of all activities necessary to operate the Exchange including, but not limited to, the exclusive authoritative record with respect to the ownership of a Traded ETR; and receiving, paying, advancing, collecting and distributing any asset or finance from the Exchange activities, on behalf of its Members. Members divest all ownership and claim to Credebt Exchange including but not limited to title, fees and amounts dues, Face Value, discount, remittance due and proceeds ownership due from the ETRe or account debtor liable for payment of the ETR (hereinafter referred to as the “Debtor”) and dispute resolution in relation to any Traded ETR on the Exchange and agrees to delegate and appoint Credebt Exchange as their sole representative in accordance with this Agreement. Each Member absolutely, unconditionally and irrevocably agrees that Credebt Exchange’s records with respect to traded ETR over the Exchange shall serve as the single and exclusive authoritative record.

The Member shall safeguard all usernames, passwords, digital certificates, digital signatures and digital identities and other security processes and devices that may be provided by Credebt Exchange and ensure that only the Member’s authorised persons will have access to the Exchange. In the event of any breach of the safeguard, the Member shall notify Credebt Exchange immediately by email and by telephone using the prescribed procedures available on the official Credebt Exchange website. Failure to notify Credebt Exchange of any such breach effectively means that all Member actions on the Exchange are committed with full recourse to the Member in accordance with this Agreement and up to, and for twenty four (24) hours after, the notification by the Member to Credebt Exchange of any breach.

It is the stated intent of the Parties, that any Traded ETR over the Exchange, shall for all purposes constitute and result in a trade sale of a 100% ownership interest in the Traded ETR and shall not be construed by any person, including by any governmental authority or by any court or arbitrator in arbitration, as a loan of money by the Investor to the Originator or as a secured transaction under the Investor Compensation Act 1998, the Investment Intermediaries Act of 1995, or the Consumers Protection Act of 2007, or any other applicable Irish law.

The Parties agree and acknowledge that ETR posted or offered for sale over the Exchange are not “securities” under Irish law and no Traded ETR is registered with the Irish Stock Exchange or with any other jurisdiction.

To the extent that Credebt Exchange may hold or have control over funds belonging to any Member that are not otherwise due to Credebt Exchange or to a Member, or that are not held by Credebt Exchange to secure a Member obligation, Credebt Exchange shall employ custodial services to hold such funds in trust for and on behalf of the owner thereof, separate and apart from Credebt Exchange’s general operational or other funds.