(Cash Advances)

1 Applicability and Amendments

Your acceptance of these terms forms a binding agreement (the “Terms”) between you (the “User” also referred to herein as “you” or “your”, or as “Merchant” in the AfP Terms) and Adyen N.V. and its successors, affiliates and/or branches (when required), and assignees (“Adyen,” also referred to as “we”, “us”, or “our”), collectively User and Adyen are referred to as the parties (“Parties”). These Terms, as amended from time to time, constitute the legal, valid, binding, and enforceable obligations governing Adyen’s capital services.

You are operating in connection with a third-party platform (such platform and its affiliates referred to as “Platform”). Adyen offers certain payment processing and acquiring services to you through that Platform (“Adyen for Platforms”). You previously accepted terms and conditions governing your use of the Adyen for Platforms service (the “AfP Terms”). The AfP Terms may have been incorporated into Platform’s terms and conditions or provided to you separately. By accepting these Terms, you reaffirm your acceptance of the AfP Terms and acknowledge that the AfP Terms are and remain in full force and effect.

These Terms are intended to be read in conjunction with the AfP Terms and supplement the AfP Terms. These Terms govern Adyen’s capital offering, an additional service Adyen offers via a user interface managed by Platform. Platform will be your primary contact in connection with Adyen’s capital offering. The capital services allow you, subject to the terms and conditions herein, to request and obtain cash advances (“Capital”) from us (the “Capital Services”).

In case of any conflict between the AfP Terms and these Terms, these Terms will supersede in relation to the Capital Services provided by Adyen. The defined terms included in the AfP Terms, unless amended herein, are also applicable to these Terms.

We encourage you to carefully read these Terms before accepting so you understand how the Capital Services will be provided to you. Your requests for Capital, if accepted by us, forms repayment obligations from you to us. If we accept your request, we base our acceptance on the representations, warranties, covenants, and other agreements you make in these Terms. By electronically accepting these Terms or by using the Capital Services, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, do not accept these Terms and do not use or continue to use the Capital Services. If you have any questions about the AfP Terms or these Terms please reach out to Platform.

In consideration of the promises and the representations, warranties, covenants, agreements, and conditions below, the Parties hereby enter into this agreement and agree with the terms and conditions set forth herein.

Note: Adyen may be referred to as Processor under the AfP Terms and Platform may be referred to as Marketplace, Payment Facilitator, or other similar designation depending on your setup.

2 Definitions

“Adyen” means Adyen N.V., a public company registered in the Netherlands under company number 34259528 whose registered office is at Simon Carmiggeltstraat 6-50, 1011 DJ, Amsterdam, and where relevant to offer the services in the relevant local jurisdiction, its local branches or subsidiaries, successors, and assignees.

“AfP Terms” means the Adyen for Platforms terms and conditions provided via Platform and/or Adyen and accepted by you as a condition of using the Adyen for Platforms services.

“Applicable Law” means any law, statute, regulation, rule, including Scheme Rules, ordinance, or subordinate legislation applicable to the relevant obligation, activity, or status of the relevant party in the relevant region, including as applicable, Privacy Laws, economic sanctions laws, embargoes, and any directive, policy, rule, guidance, or order that is binding on the relevant Party for the relevant activity or obligation in the relevant region and that is made or given by a legislative or regulatory authority of any national, federal, commonwealth, state, provincial, or local jurisdiction.

“Capital” means the funds relating to a cash advance as may be provided to you under the Capital Services.

“Capital Fee” means the fee identified in the Capital Proposal and Capital Request that User must pay in connection with each Capital Disbursement.

“Capital Proposal” means the specific Capital amount, Capital type, and other related terms available for an Eligible User to request.

“Capital Repayment Amount” the principal Capital amount and any relevant fees or other costs, including any costs or fees that you may incur after your Capital Request (i.e. any fees associated with late or non-payment) if applicable.

“Capital Request” means the User’s request, which may only be submitted after or simultaneously with your acceptance of these Terms, to receive Capital in response to and subject to the terms of the relevant Capital Proposal, as communicated by Platform on your behalf to us.

“Capital Service” has the meaning set forth in Clause 1.

“Capital User Interface” means the user interface available to you provided, built, and maintained by Platform to enable you to use the Capital Services.

“Capital User Terms” or “Terms” means these terms and conditions.

“Insolvency” means any of the following events: (i) any bankruptcy, insolvency, moratorium, winding up, liquidation, cessation of business operations, judicial reorganization proceeding, dissolution, receivership, administration, or other similar proceeding by or against a party, or (ii) if a party commences negotiations for or enters into an agreement to any assignment for the benefit of creditors.

“Personal Information” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household, as defined in applicable Privacy Laws.

“Platform” means the provider, and its affiliates as applicable, that you have an agreement with that provides the third party technical platform (that connects you with shoppers and is integrated with the Adyen platform to facilitate Capital Services being provided by Adyen to User). Platform may also be referred to as “Marketplace” in the AfP Terms.

“Privacy Laws” means all laws, regulations, and rules applicable to processing of Personal Information by a party, as amended from time to time, including but not limited to the EU Regulation 2016/679, Cal. Civ. Code §§ 1798.100 et seq., the California Privacy Rights Act of 2020, Colo. Rev. Stat. §§ 6-1-1301 et seq., Connecticut’s Data Privacy Act , Utah Code Ann. §§ 13-61-101 et seq., and VA Code Ann. §§ 59.1- 575 et seq.

“Shortfall” means the Threshold Repayment Amount minus amounts withheld pursuant to the Withholding Percentage over a 30 Day Interval.

“Term” means the term, in days, outlined in the Capital Request.

“Threshold Repayment Amount” means the amount defined in the Capital Request, that recurs on Thirty Day Intervals.

“User” means you, the legal entity (which shall include sole proprietorships), entering into these Terms with Adyen.

“User Funds” means amounts Adyen receives from the relevant Acquirers or Scheme Owners for Transactions validly processed for the User, minus Refunds, Chargebacks, Platform fees and any other amounts that may be withheld from settlement, pursuant to the AfP Terms as amended from time to time including by these Capital User Terms.

“Withholding Percentage” means the relevant percentage that will be withheld from User Funds for repayment of the Capital.

“30 Day Interval” each thirty-day period beginning on the Capital Disbursement date and continuing until the Capital Repayment Amount is fully repaid, it being understood that the final interval may not amount to thirty (30) Days.

3 Effective Date

These Terms apply from the date of your acceptance (“Effective Date”) and will remain in effect until the Capital Services are terminated or expire subject to the relevant provisions herein. As further described in the “Termination and Survival” clause, your request to terminate and or termination of the Capital Services does not extinguish any responsibilities or obligations, such as repayment obligations, you have to us prior to any such termination.

4 Electronic Signature

You consent to the use of electronic signatures and to electronically receive all records, notices, statements, communications, and other items for all services provided to you under these Terms and in connection with your relationship with us and Platform (collectively, “Communications''). You represent that you (i) have read and understand this consent to use electronic signatures and to receive Communications electronically, (ii) meet the minimum hardware and software requirements specified below, (iii) will keep your information with Platform up to date and notify Platform of any change to your email address and (iv) understand that your consent will remain in effect until you withdraw it. Any withdrawal of your consent to receive Communications electronically will be effective only after we have a reasonable period of time to process your withdrawal. If you withdraw your consent to receive Communications electronically we may not be able to continue to offer the Capital Services to you.

In order to access and retain Communications provided to you electronically, you must maintain a valid email address, a Current Version of a commercially available internet browser and a Current Version of a program that accurately reads and displays PDF files. “Current Version” means a version of the software that is currently being supported by its publisher.

You should print and save or electronically store a copy of all Communications that we send to you electronically. You may request a printed copy from Platform however a fee may be associated with requests for any paper copies. We reserve the right, in our sole discretion, to communicate with you in paper form. In addition, we reserve the right, in our sole discretion, to discontinue the provision of electronic Communications or to terminate or change the terms and conditions on which we provide electronic Communications.

5 Capital

5.1 Capital Service

You represent, covenant, and warrant that you will only use the Capital Services for their intended purpose, in accordance with Applicable Law, in accordance with these Terms, and in connection with lawful business purposes relating to your activity on the Platform. You will not use the Capital Services (i) to roll-over and/or partly service existing debt, loans, or other financial obligations or (ii) for personal purposes, household purposes, or in any consumer capacity.

5.2 Eligibility and Capital Proposal

You must meet and continue to meet minimum qualifications to participate in the Capital Services. These qualifications are based on multiple factors as determined by Adyen from time to time, including but not limited to, your submission of complete and acceptable KYC information, your payment processing volume, and the location of your registered location or principal place of business. It is in our discretion to determine if you meet minimum qualifications. We may perform monitoring and/or conduct re-reviews of your compliance with minimum qualifications from time to time.

If you meet and continue to meet the minimum qualifications, you are considered an Eligible User. Eligible Users may be enabled by Platform to request Capital from us via a user interface managed and provided by Platform (“Capital User Interface”). Platform shall be your main point of contact in relation to the Capital Services.

5.3 Capital Proposal

If you are an Eligible User, Platform will provide you with the Capital amount(s) that you may request from us as well as the associated terms that would accompany such Capital amounts, such as the expected term, the relevant Adyen fees and or costs, and the repayment conditions (“Capital Proposal”). A Capital Proposal may consist of a single Capital amount, multiple Capital amounts, or a range of Capital amounts. The terms in the Capital Proposal will become binding obligations if you request Capital in response to the Capital Proposal and if we accept your request.

We are under no obligation to extend or continue to extend the Capital Services or Capital Proposals to you. A Capital Proposal is not an offer or a binding obligation. We can amend a Capital Proposal at any time including by withdrawing a Capital Proposal entirely.

5.4 Capital Request

While the Capital Proposal is available to you via the Capital User Interface, and provided you accept these Terms, you may make a request for Capital based on such Capital Proposal through the Capital User Interface. Your request must align with the terms in the Capital Proposal. The Capital Request is considered the formal request by you to receive Capital from us. By completing a request for Capital you are, subject to our acceptance, instructing us to advance Capital to you pursuant to the terms included in the request (the “Capital Request”) and will be responsible for paying the Capital amount and the associated fees (“Capital Fee”) to us (the “Capital Repayment Amount”) as further described in Clause 5.7.

Each time you submit a Capital Request you reaffirm your acceptance of these Terms and the representations, covenants, and warranties herein. If a Capital Proposal includes multiple amounts and/or other specifics, when making a Capital Request you must select the specific Capital amount and other specifics you wish to request. If the terms in a Capital Proposal or Capital Request are not clear to you, do not complete your request and reach out to Platform for clarification.

5.5 Capital Acceptance and Capital Disbursement

We may accept or reject each Capital Request in our sole discretion. If you have accepted these Terms and we accept your Capital Request, the cash advance is created along with the associated binding obligations on us and you (“Capital Acceptance”). Platform will communicate this acceptance to you. Each Capital Request we accept forms an integral part of these Terms, and should be read as a part of these Terms.

After Capital Acceptance, we will make the relevant Capital funds available via a virtual account on Adyen for Platforms (“Capital Disbursement”) and (i) will simultaneously initiate payout of the funds to the supported bank account or other supported payment instrument identified in the Capital Request, or (ii) will await further payout instruction from Platform, acting on your behalf. Capital funds made available via virtual accounts on Adyen for Platforms are generally available on the platform within one (1) business day after Capital Acceptance. Please note, as you access the Adyen for Platforms service through Platform’s integration, you do not have direct access to funds made available via virtual accounts on Adyen for Platforms. Accordingly, any Capital funds made available via virtual accounts on Adyen for Platforms that are not subsequently paid out to a bank account or other payment instrument will require further Platform instruction (which includes instruction via default pay out configurations) before they are paid out. For transfers to supported bank accounts, amounts extended through Capital are generally available to you within one (1) business day after Capital Disbursement.

You acknowledge and agree that the value available to you in connection with a Capital Disbursement is limited to the funds identified in the accepted Capital Request. You are not authorized to use any funds that are paid out to you in error. Adjustments may be made to the virtual account, your bank account, or your payment instrument, to reverse an error, reflect an adjustment, or resolve a dispute regarding funds disbursed to you or otherwise made available to you in connection with our services.

5.6 Information Requests

You must provide any information and documentation about yourself and your activities (or updates thereof) that we reasonably determine necessary, in accordance with our requirements and/or Applicable Law, to provide or continue providing the Capital Services. We may request this information directly from you or from you via Platform at any time. Such information may include financial information. You will provide such information without undue delay. You authorize Platform to share any data about you we may request from time to time.

To the extent allowed under Applicable Law, we may use this information, and any other data available to us, to assess Capital Proposals, your ability to repay Capital Repayment Amounts, or for any other lawful purpose. You authorize us to share your information with third party sources as necessary for the provision of the Capital Services and agree that we may request information about you from third party sources in relation to our provision of the Capital Services.

5.7 Repayment and ongoing monitoring

5.7.1 Cash Advances

Adyen’s Capital offering in your Territory and subject to these Terms constitutes a cash advance. If you submit a Capital Request and we accept, you are selling, assigning, and transferring to us your right, title, and interest in your future User Funds in an amount equal to the Capital Repayment Amount until we receive the full Capital Repayment Amount. If and when we accept your Capital Request, you acknowledge and agree that you no longer control or own the corresponding Capital Repayment Amount of your incoming User Funds.

We have additional risk when offering cash advances and take that risk on in exchange for your agreement to the covenants, representations, warranties, and other promises herein. Repayment for cash advances, as further described below, is conditioned upon incoming User Funds unless you breach a covenant, representation, warranty, or other provision of these Terms. Cash advances are not loans. Under a cash advance, you are selling future User Funds to us, not borrowing funds from us. If you request a cash advance, you agree to waive the right to claim that such cash advance is a loan.

5.7.2 Repayment

By completing a Capital Request, subject to our Capital Acceptance, you are committing to repay us in accordance with the provisions herein, and directing us to collect repayment via the means described herein. Each Capital Proposal and Capital Request will include a withholding percentage (the “Withholding Percentage”) and a recurring, over thirty-day periods beginning on the Capital Disbursement date (“30 Day Interval”), repayment amount (“Threshold Repayment Amount”). Subject to the provisions herein, we will collect repayment by withholding the Withholding Percentage from your User Funds from the date of each Capital Disbursement and on a continuing (as standard, daily) basis thereafter until the Capital Repayment Amount is fully collected. The Threshold Repayment Amount is due at the end of each 30 Day Interval. If amounts withheld in accordance with the Withholding Percentage over any 30 Day Interval do not amount to the Threshold Repayment Amount we will collect repayment in accordance with the below provisions.

In any case, unless otherwise agreed, you may voluntarily repay the Capital Repayment Amount in advance of the end of the Term without incurring additional cost.

5.7.2.1 Shortfall

If amounts withheld in accordance with the Withholding Percentage over the course of any 30 Day Interval, do not amount to the Threshold Repayment Amount (i.e. “Shortfall”), we will automatically extend the Term of the cash advance at daily intervals until total repayment equals the Capital Repayment Amount. Simultaneously, and to the fullest extent permitted under Applicable Law, we may increase the Withholding Percentage to satisfy all or part of the Shortfall. If your revenues decline after the Capital Disbursement or you experience other financial hardship and you wish to seek an adjustment of repayment amounts to reflect such decline, you must contact us in writing, via Platform, to request a review of your most recent financial reports and an adjustment plan. There is no interest rate associated with a Shortfall or otherwise associated with a cash advance and there is no fixed time period in which the full Capital Repayment Amount must be collected by us.

The Term included in the Capital Proposal and Capital Request for a cash advance is a target repayment date and automatically extends to the extent necessary to repay the Capital Repayment Amount.

5.7.3 Communications

Platform shall facilitate communications between you and Adyen. You shall comply with requests relating to the Capital Services from us directly or from us through Platform.

5.7.4 Additional Capital Proposals

Subsequent to full repayment of the Capital Repayment Amount, and provided the Capital Services are still in effect (i.e. the Capital Services are not terminated), you may receive additional Capital Proposals. For the avoidance of doubt, you may receive multiple Capital Disbursements during the term of the Capital Services but shall only receive one disbursement of Capital at a time, unless otherwise approved by Adyen.

5.8 Authorization

You authorize us to credit and or debit your supported accounts and payment instruments in connection with the Capital Services and these Terms and agree to be bound by the relevant rules in relation to such authorization, including but not limited to the NACHA and or SEPA Direct Debit rules. Insofar as authorization requires a formal mandate to be provided by you to us, you agree that you will provide us such mandate(s) in accordance with our requirements. If you fail to provide us with the required mandate(s), we may suspend the Capital Services or a part thereof until you fulfill the requirements.

6 User Covenants, Representations, and Warranties

In consideration of the financial risk we take on in connection with a cash advance and in addition to the other covenants in these Terms, you agree to the following covenants:

• You will maintain your business registration, where applicable, and principal place of business in the jurisdiction you provided as part of your KYC information while you participate in Adyen for Platforms, the Capital Services, and/or have remaining obligations in connection with Adyen for Platforms or the Capital Services;
• You will maintain your compliance with all laws, statutes, rules, regulations, orders and guidance materials from regulators or government authorities and scheme rules and you are in good standing with your jurisdiction of incorporation and with any of your regulators;
• You will maintain all permits, licenses, approvals, consents and any other authorizations necessary to conduct your business and your participation in the Capital Services;
• You commit to maintain your processing activity via Adyen for Platforms in a substantially similar capacity as your activity prior to enablement of the Capital Services while you participate in the Capital Services and/or have remaining obligations in connection with the Capital Services;
• You will ensure there is not a zero or negative balance of User Funds for a period of six (6) consecutive months;
• You will not engage in any act or fail to act in any omission that could materially reduce (i) your processing via Adyen for Platforms, (ii) your ability to pay each Capital Repayment Amount, or (iii) your ability to continue to operate your business;
• You will not make any material changes to your business that could negatively impact your ability to meet your obligations to us while you participate in or have remaining obligations in connection with the Capital Services. Material changes shall include (i) closing, ceasing, or limiting your operations, (ii) making any change to your business that would affect your eligibility in connection with your use of the Capital Services, such as operating your business out of a different jurisdiction, or (iii) materially changing your trade, business, craft, profession, or products and services;
• You will not assign, sell, pledge, grant a security interest, or otherwise enter into any other commitment relating to User Funds for the benefit of any person or entity other than us without our prior permission;
• You will not assign, sell, or otherwise transfer your rights and obligations under these Terms or undergo a change in ownership or interest without our prior consent and without requiring the transferee to accept these Terms and all your existing and future obligations under these Terms;
• You will notify us in the event you default or anticipate default on another loan, advance, or similar financial arrangement with a third party;
• You will not conduct your business under any name other than as included in your KYC information;
• You will not revoke or amend any of the instructions, directions, or authorizations in these Terms or the AfP Terms in connection with a Capital Disbursement where we have not received the full Capital Repayment Amount;
• You will comply with all provisions in the AfP Terms, these Terms, and Applicable Law while you participate in Adyen for Platforms, the Capital Services, and/or have remaining obligations in connection with Adyen for Platforms or the Capital Services;
• You will comply with all agreements with Platform;
• You will allow us to audit your business and or premises while you participate in Adyen for Platforms, the Capital Services, and/or have remaining obligations in connection with Adyen for Platforms or the Capital Services;
• You will comply with and respond to all requests by us, or Platform on our behalf, without undue delay, to execute additional documentation or provide additional information as we may reasonably request from time to time;
• You agree that any sale of your User Funds to us will not be a fraudulent transfer, that you have title to any User Funds you may sell under these Terms, and that all User Funds will come from bona fide sales by you of your goods and services to your shoppers;
• You will fully repay your cash advance;
• You will not revoke any instruction or authorization in relation to Adyen for Platforms and/or the Capital Services while you have outstanding obligations in connection with such services;
• You agree to promptly update us in the event any information or documentation you provide to us, directly or indirectly, including but not limited to KYC information, in relation to any of our services, materially changes;
• You will not use the Capital Services or any of our other services in connection with any fraudulent or illegal activity;
• You agree that none of the representations set forth in these Terms will be false or misleading in any material respect.

In addition to the other representations and warranties in these Terms, you represent and warrant that:

• You are a validly existing legal entity (or sole proprietor acting in the course of business) duly licensed and qualified to carry on your business and operations and can perform your obligations;
• You are in compliance with all laws, statutes, rules, regulations, orders and guidance materials from regulators or government authorities and scheme rules and you are in good standing with your jurisdiction of incorporation and with any of your regulators;
• You have all permits, licenses, approvals, consents and any other authorizations necessary to conduct your business and your participation in the Capital Services will not conflict with any Applicable Law, other agreements with which you are a party, and/or your organizational documentation;
• Any information or documentation you provide to us, directly or indirectly, including but not limited to KYC information, in relation to any of our services is and will be true, accurate, and complete;
• You do not anticipate any material decline in your payment processing activity via Adyen for Platforms while you participate in the Capital Services or have remaining obligations in connection with the Capital Services;
• You have the financial viability to fulfill your obligations under these Terms;
• You have the power and authority to enter into these Terms and bind User to this agreement;
• There are no proceedings threatened or pending under order of any court, arbitrator, administrative agency or other authority, which would negatively impact your business or financial condition;
• Your User Funds are not, partially or entirely, subject to a claim, charge, lien, security interest, assignment, option, restriction, or encumbrance other than those granted to us;
• You are not in and do not anticipate default or failure to pay on any other loan, advance, or similar financial arrangement you may have with a third party;
• You have no knowledge of any event that may occur in the future that could negatively impact your business or your ability to fulfill your obligations under these Terms;
• You are entering into these Terms for business purposes and not as a consumer for personal, family, or household purposes;
• You understand and acknowledge that we will rely on the information you provide to us, or that is provided to us on your behalf, in connection with Adyen for Platforms and/or the Capital Services, such information explicitly including but not limited to, your payment processing history in connection with our platform;
• You acknowledge that we are relying on your representation as to the validity, accuracy, and completeness of the information you provide to us or to Platform in connection with our services;
• You do not intend to close or cease operating your business, in whole or in part, temporarily or permanently while participating in the Capital Services, and you are in no way contemplating, have not commenced, and do not anticipate, any insolvency or bankruptcy proceeding while participating in the Capital Services;
• Each and all of the foregoing representations and warranties shall be deemed to be continuing covenants of User, and shall be deemed true and accurate at all times after the date of acceptance of these Terms, until all obligations in connection with the services are paid in full.

7 Events of Default

Events of Default shall include, but are not limited to, any of the following events: (a) your breach of any commitment, authorization, covenant, warranty, or other provision of these Terms; and (b) any representation or warranty made by you, proving to have been incorrect, false, or misleading in any material respect.

In relation to cash advances, (i) your bankruptcy or the closure of your business in and of itself does not alone constitute an event of default, (ii) as the Term may be automatically extended, your failure to meet repayment obligations by the initial Term identified in your Capital Proposal and Capital Request does not alone constitute an event of default.

8 Set-off

To the extent allowable under these Terms and under Applicable Law, and subject to any limitations in the repayment and/or Shortfall terms set out herein, we reserve the right to set-off any amounts owed to us now or in the future against any funds held by or otherwise available to us, directly or through Platform, regardless of whether such amounts are in a different currency or if any Insolvency proceedings have been initiated by or against you.

9 Termination and Survival

We may terminate the Capital Services at any time. If the Capital Services are terminated, you may no longer submit Capital Requests or receive Capital under these Terms.

All terms and provisions in these Terms, including any and all exhibits, addenda, and amendments hereto, which by their nature are intended to survive any termination or expiration of these Terms will so survive. Any of your obligations in relation to these Terms or the AfP Terms, specifically including repayment and other post-termination obligations, shall survive any termination and/or discontinuance of the Capital Services, and/or any revocation by you of these Terms, and will remain applicable until they are fully satisfied.

If Platform ceases its operations or otherwise no longer supports your business, we will work in good faith to ensure the Capital Services are maintained during a wind down period. In any event, you will comply with any information requests and complete any necessary transfers and/or documentation requested by us in connection with any termination of the services or Platform’s support of the services.

10 Effect of Default and/or Termination

To the extent allowed under Applicable Law upon an Event of Default or Termination, we shall be entitled to (i) all remedies available under law and equity, (ii) demand immediate payment of any outstanding Capital amounts and or other obligations owed, and (iii) invoke any of the set-off rights available to us.

11 Changes to these Terms

We retain the unilateral right, subject to Applicable Law, to change or update these Terms from time to time. If we change or amend these Terms we will notify you or notify Platform and Platform shall provide you with an updated version of the Terms electronically. You will be notified of any change in the manner provided by Applicable Law prior to the effective date of the change. However, if the change is made for legal, regulatory or security purposes, we can implement such change without prior notice. If any term or provision in these Terms shall be held to be illegal or unenforceable, in whole or in part, under any Applicable Law, such term or provision or part shall to that extent be deemed not to form part of the terms, but the validity and enforceability of the remainder of the terms shall not be affected. The parties will undertake to replace any void provision or part with a provision approaching, as far as possible, the economic objective of the provision declared null and or inapplicable. These Terms, and each revision thereof, will apply to each Capital Proposal and Capital Request.

12 Third Parties and Platform

12.1 Third Parties

We may engage with and request information from third parties to deliver the Capital Services or a part thereof, for example to verify your identity or bank account information. You authorize us to share your information with third parties to the extent necessary, as determined in our discretion, in connection with the Capital Services.

12.2 Platform

Platform is responsible for providing you customer support, a real time display of your Capital Disbursements and repayments, and for relaying instructions and communications on behalf of you to us and from us to you with regard to the Capital Service, such as but not limited to, Capital Requests and Capital Acceptance. You authorize us to rely on any instructions provided through or via Platform. You authorize and agree that we and Platform may share information and data about you in connection with the Capital Services. We are in no way responsible for the acts or omissions of Platform.

13 Data processing

Adyen may process your KYC information and transaction data (including Personal Information) to provide the Capital Services (including determining whether you are an Eligible User, providing a Capital Proposal and Capital Acceptance) or any ancillary services. As and when required by Applicable Laws, Adyen may be required to provide Personal Information about you and Capital to third parties for the following and other purposes, including: (i) reporting of exposures to governmental and tax authorities; (ii) investigating and reporting of transactions that Adyen reasonably suspects to be suspicious; and (iii) responding to subpoenas, court orders, and government investigations. Adyen in its capacity as a data controller or business (as defined under Privacy Laws) will process such Personal Information in accordance with applicable Privacy Laws and Adyen’s Privacy Policy (available at: www.adyen.com/policies-and-disclaimer/privacy-policy), as amended from time to time.

You agree that Adyen may share any data including Personal Information provided by you with the Platform and Adyen group companies. Additionally, you agree that Adyen may share your KYC information and run further identity and background checks by contracting and consulting relevant third party screening tools, credit reference agencies and public resources, including public registers and judicial or governmental authorities.

To the extent that Adyen processes Personal Information as a data processor or service provider (as defined under Privacy Laws), you agree to disclose such Personal Information to Adyen for the limited purpose of payouts. Adyen will process such Personal Information in accordance with applicable Privacy Laws and will provide the same level of protection to such information as is required by applicable Privacy Laws. You have the right to take reasonable and appropriate steps to ensure that Adyen uses the Personal Information shared by you in a manner consistent with applicable Privacy Laws. If Adyen makes the determination that it can no longer meet its obligations under applicable Privacy Laws, we shall notify you and you shall have the right, upon notice to Adyen, to take reasonable and appropriate steps to stop and remediate the unauthorized use of the Personal Information shared with Adyen.

You agree and acknowledge that Adyen will use the data provided in accordance with the Capital Services and this Agreement for the purpose of payment performance, gaining better insights, fraud prevention, risk assessment and for improving our services. You furthermore agree that Adyen may use Personal Information and other relevant data for machine learning models, which may include automated decision- making. You have the right to object such automated decision-making.

14 Miscellaneous

14.1 Other rights and remedies

In addition to all of the rights and remedies contained in these Terms or in any of the other agreements we have with you, we shall have all of the rights and remedies under Applicable Law, in equity, or otherwise, all of which rights and remedies shall be cumulative and non-exclusive, to the extent permitted by applicable law.

14.2 Force Majeure

Adyen shall not be considered to be in breach of these Terms or otherwise liable for any failure or delay in the performance of its obligations hereunder, if such failure or delay in performance results from a Force Majeure Event. A “Force Majeure Event” is an act or event that materially affects Adyen’s ability to perform its obligations under these Terms and cannot be avoided or prevented with reasonable diligence. Examples include acts of God, natural disasters, terrorism, acts of war, and industry-wide strikes. It is understood that a lack of financial and/or other resources shall not be considered a Force Majeure Event.

14.3 Transfer

The Capital Services we provide in this agreement are regulated under applicable financial law and strictly personal. You may not assign, sell, transfer, or otherwise convey your Capital or rights under these Terms to anyone else without our express prior written permission. You may only use the Capital Services in a manner consistent with these Terms. To the extent permitted by Applicable Law, we may assign these Terms without your consent.

14.4 Complaints

You may address complaints about the Capital Service to Platform. If for any reason you are unable to file your complaint to Platform, you may also file a complaint directly with Adyen via complaints@adyen.com.

14.5 Waiver

Our failure to assert any right or delay in exercising any right or provision of these Terms shall not constitute a waiver of such right or provision.

15 Applicable law and jurisdiction

We offer variations of the Capital Services in multiple Territories. One of the below provisions will apply to you based on where you are registered and maintain your corporate seat, or for sole proprietorships where you maintain your principal address in connection with your business.

15.1 Users the United Kingdom

In respect of Users who are registered in or maintain their principal address in the United Kingdom, disputes arising from the Capital Services are exclusively governed by Dutch law excluding the Convention on Contracts for the International Sale of Goods. In the absence of an amicable agreement, any dispute relating to the validity, interpretation or fulfilment of the Capital User Terms shall be submitted to the exclusive jurisdiction of the competent courts of Amsterdam, the Netherlands.

For all other disputes arising in relation to these Terms or the AfP Terms the governing law and dispute resolution provisions in the AfP Terms shall apply.

15.2 Users in the United States

In respect of Users who are registered in or maintain their principal address in the United States, disputes arising from the Capital Services shall be governed by the laws of the United States (including the Federal Arbitration Act) and the State of New York without regard to its conflict of laws principles.

To the extent allowed by law, any dispute or controversy between You and Adyen arising out of or in connection with (i) these Terms, including its validity, interpretation, enforceability, or fulfillment; (ii) the Adyen Capital Services; or (iii) any transaction involving Adyen Capital, will be submitted to binding and confidential arbitration.

The arbitration will be administered by the American Arbitration Association in accordance with its Commercial or other Arbitration Rules. The arbitration will take place in New York, New York and will be conducted in English before a tribunal of three (3) arbitrators appointed in accordance with said Rules.

Any judgment on the award rendered by the arbitrators will be binding and may be entered in any court having jurisdiction thereof. You and Adyen agree that neither party will challenge the jurisdiction of the arbitral tribunal or the arbitration venue agreed herein. Notwithstanding this agreement to arbitrate, You and Adyen have a right to seek injunctive relief through the competent courts to protect your rights and interests.

YOU AND ADYEN UNDERSTAND AND AGREE THAT YOU ARE WAIVING YOUR RIGHT TO TRIAL BY JURY, EXCEPT WHERE EITHER PARTY IS PERMITTED TO BRING ITS CLAIM IN LOCAL SMALL CLAIMS COURT. YOU AND ADYEN UNDERSTAND AND AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS, MEANING THAT THE PARTIES WAIVE THEIR ABILITY TO PARTICIPATE IN A CLASS ACTION. YOU AND ADYEN UNDERSTAND AND AGREE THAT ARBITRATION IS DIFFERENT FROM COURT PROCEEDINGS AND THAT DISCOVERY AND APPEAL RIGHTS MAY BE LIMITED IN ARBITRATION.

For all other disputes arising in relation to these Terms or the AfP Terms the governing law and dispute resolution provisions in the AfP Terms shall apply.