As of 1 February 2020
Each User is bound by these ToU. If you use the CrossLend Website on behalf of a company, organisation, or other legal entity, you represent and warrant that you are authorised to do so and that you have the authority to bind such entity to these ToU. Where the context requires, the words ”User” and “you” shall also include such entity.
CrossLend makes certain areas of the CrossLend Website available in its sole discretion to:
• qualified investors (as defined in the Prospectus Regulation (EU) 2017/1129) (“Investors”);
• institutions such as banks, marketplace lenders or other loan originators (“Originators”); and
• other relevant parties.
CrossLend is a financial services provider within the meaning of section 1 (1a) of the German Banking Act (Kreditwesengesetz; “KWG”) and is licensed by the Federal Financial Supervisory Authority (BaFin) to provide financial services in the form of investment brokerage (section 1 (1a) sentence 2 no. 1 of the KWG) and is subject to the supervision of the BaFin in this respect.
1.1 The use of the CrossLend Website shall only be permitted on the basis of the ToU, and in CrossLend’s sole discretion.
1.2 CrossLend reserves the right to amend these ToU. Such amendments shall be considered accepted by the User if no objection is made in writing to CrossLend within one week of the User’s receipt of the amendment notification. CrossLend will specifically point out this consequence in the amendment notification.
2. Services for Users
2.1 The CrossLend Website provides Users with the opportunity to learn more about CrossLend’s products, and to access information and notifications about the opportunities represented by those products.
2.3 CrossLend does not perform any investment advisory services. In particular, no investment recommendations are made nor is tax or legal advice provided. For more information, see the section entitled Disclaimer below.
3. Registration for the CrossLend Website
3.1 A registration as a User is required to access certain areas of the CrossLend Website.
3.2 The registration requires all requested data to be provided completely and truthfully. Moreover, the User is required to keep their registration data updated at all times.
4. General duties of Users
4.1 A CrossLend account shall only be used by its registered User.
4.2 The User is obliged to keep the password(s) of their CrossLend account secret and to carefully safeguard the access to their CrossLend account (“confidentiality obligation”). The User will ensure that no third party gains knowledge of their password(s). To prevent misuse, passwords should not be stored electronically (unless encrypted) nor be otherwise put in writing. The User shall immediately change their password if third parties become aware of it, or if the User suspects that third parties have gained access to it. The User is hereby recommended to regularly change their password(s) for security reasons. Users shall be liable to CrossLend and/or other Users for damages resulting from breaches of their confidentiality obligations.
4.3 The User is obliged to immediately inform CrossLend of any evidence of misuse of their account, of any actual or suspected violation of these ToU by third parties, or of any other misuse of the CrossLend Website in general.
4.4 It is prohibited for the User to use the CrossLend Website in an unlawful manner, in violation of the ToU, or in any other abusive way, such as impairing or disturbing the functionality of the CrossLend Website (e.g. by violating the system integrity). No User may transfer their CrossLend account to third parties or otherwise provide access to their CrossLend account to third parties.
To the extent it is technically feasible and commercially reasonable, CrossLend will endeavour to offer an unrestricted availability of the CrossLend Website. However, CrossLend does not guarantee the latter. In particular, maintenance works, security and capacity reasons, technical circumstances as well as events outside of CrossLend’s control may lead to temporary inaccessibility to the CrossLend Website.
6. Intellectual property and permitted use of the CrossLend Website
6.1 The data and material, including trademarks, service marks, pictures, graphics, illustrations, designs, symbols, photos, texts and other images (hereinafter in this clause 6.1 referred to as “Content”) on the CrossLend Website are protected by copyright law, trademark law, data protection law and/or other laws of intellectual property. Any use and/or copy of the Content outside of the CrossLend Website without the prior written consent of CrossLend constitutes a violation of the ToU and is prohibited.
6.3 The use of systems or software for the extraction of Content from the CrossLend Website, in particular for commercial purposes, is prohibited.
6.4 CrossLend may offer, from time to time, shareable web applications or components which can be embedded on external web pages (“CrossLend Widgets”). CrossLend grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the term of these ToU to reproduce and display the CrossLend Widgets on any website controlled by you, provided always that:
(a) you shall display the CrossLend Widgets in the form made available by CrossLend, without alteration; and
7. Data protection
8. Contractual term and termination of the ToU
8.1 Unless terminated, the ToU shall remain in full force and effect for an undetermined term.
8.2 Both the User and CrossLend may terminate this contract at any time by serving a written notice of termination (e.g. via email, fax or letter) to the other party 2 weeks prior to the end of the month.
8.3 The right of termination with cause remains unaffected.
9. Liability; Indemnification
In this clause 9, references to “CrossLend” shall include CrossLend, its affiliates, and its and its affiliates’ officers, directors, employees, agents, shareholders, assigns and successors.
9.1 CrossLend shall only be liable for damages resulting from willful misconduct or gross negligence, death or personal injury caused by CrossLend’s negligence, or fraud or fraudulent misrepresentation.
9.2 Subject to clause 9.1, CrossLend will not be liable whether based on a claim in contract, tort (including negligence), breach of statutory duty or otherwise arising out of or in relation to these ToU for any loss of profits, loss of business, loss of revenue, anticipated savings, goodwill or any indirect or consequential damages even if foreseeable and even if CrossLend has been advised of the possibility of such losses.
9.3 Subject to clause 9.1, CrossLend shall not be liable for damages resulting from events outside of CrossLend’s control including where such damages could not have been prevented by mitigation by or on CrossLend’s behalf.
9.4 Subject to clause 9.1, CrossLend shall not be liable for any failures or disturbances in the technical infrastructure of the CrossLend Website that are outside its control.
9.5 CrossLend does not have control over the information and services provided by third parties. CrossLend shall not be liable for any information or acts of third parties and shall not be liable for any damages resulting therefrom.
9.6 You shall indemnify and hold CrossLend harmless from any claim or demand (including but not limited to reasonable attorney fees and costs of investigation) made by a third party due to or arising out of or related to your use of the CrossLend Website, the CrossLend Widgets, your User Content, your violation of these ToU or your violation of any laws, regulations, or third party rights.
Only those investors who are classified as “qualified investors” (as defined in the Prospectus Regulation (EU) 2017/1129) may access the CrossLend Website.
The content of the CrossLend Website is intended solely for information purposes.
Any investment report or other similar report or factsheet depicts an analysis of selected time periods. It is not to be construed, under any circumstances, by implication or otherwise, as a prediction of future portfolio performance, default rates or distribution figures. Past performance may not be indicative of future results. The content may no longer be reflective of current positions given a variety of factors, including changing market conditions.
ALL INFORMATION IS PROVIDED ON AN “AS IS” BASIS WITHOUT GUARANTEE, REPRESENTATION OR WARRANTY OF ANY KIND (WHETHER EXPRESS OR IMPLIED). CROSSLEND DISCLAIMS LIABILITY FOR ANY INFORMATION NOT BEING COMPLETE, ACCURATE, SUITABLE OR RELEVANT FOR YOU. Some information is provided by third parties. While the information provided is believed to be accurate, it may include errors or inaccuracies.
No information provided by CrossLend forms a fiduciary relationship between it and the recipient, nor does it constitute advice. No information should be construed as an offer, or a solicitation of an offer, to sell, buy or subscribe to Notes or any other form of financial instrument, nor as an invitation or inducement to engage in investment activity (unless expressly provided otherwise).
Investments in Notes are subject to risks, which can be found in the Private Placement Memorandum. Prospective investors should carefully consider those risks, and the content of all offering documents, in consultation with their financial, legal and tax advisors.
11.1 Each User agrees:
(a) to keep all information in password-protected areas of the CrossLend Website strictly confidential (“Confidential Information”);
(b) not to use any Confidential Information for purposes other than for its evaluation of its business collaboration with CrossLend; and
(c) not to disclose any Confidential Information to third parties, with the exception of such third parties who need this information in order to carry on negotiations or evaluation of the business collaboration.
11.2 The confidentiality obligations set out in this clause 11 shall remain binding for a period of 3 years from the date of termination of these ToU in accordance with clause 8.
11.3 In the event of breach of this clause 11, CrossLend will be entitled to receive compensation for all loss or damage suffered by it. Nothing in these ToU is intended to limit any remedy of CrossLend. CrossLend shall have the right to apply to any court of competent jurisdiction for an order restraining any breach or threatened breach of this clause 11, or for any other relief appropriate under the law of the applicable jurisdiction.
12. General provisions
12.1 Place of performance of the services is the place of business of CrossLend.
12.2 These ToU shall be governed by, and be construed in accordance with, the laws of the Federal Republic of Germany without regard to the rules of private international law and the UN Convention on the Sale of Goods. The District Court of Berlin shall have exclusive jurisdiction over all disputes arising from or in connection with these ToU.
12.3 Should one or more provisions of the conditions hereof be or become invalid in whole or in part, the validity of the remaining provisions shall not be affected. The Parties undertake to agree on an effective substitute provision as close as possible to the ineffective provision or the intended purpose of the ineffective provision. The same shall apply to gaps in the contract.