Terms and Conditions - Ethyx Solo Club

WHEREAS:

A. Ethyx Solo Club is engaged in the business of assisting Invoice Sellers to raise additional funding through invoice discounting, recurring revenue discounting, and Debt funding on its revenue receivables through engaging in revenue based selling and discounting of present and future Invoices with potential retail patrons, and related services and operates a technology platform of Ekarth ventures Pvt Ltd with CIN no. U62099TN2024PTC169251  at (“Platform”);

B. The Invoice Seller has agreed to sell their accounts receivables or revenue receivables from a sales contract and/or a service contract or Purchase Order or Inventory with their respective customers, to Individuals on boarded by Ethyx Solo Club , and third party buyers of invoices and providers of revenue based discounting and Venture Discounting like individuals & NBFCs, etc (“Patrons”) who on the Platform in accordance with terms and conditions as may be required by Ethyx Solo Club in exchange of payment against such receivables. Ethyx Solo Club has agreed to be a technology platform for the Discounted Transactions (as defined hereinafter) wherein it shall provide technology services the sale of trade receivables of such Invoice Sellers to Ethyx Solo Club Patrons through the Platform.

C. The Invoice Seller independently and based on its own determination and market diligence has agreed to avail the Services (as defined hereinafter) from Ethyx Solo Club by registering on the Platform and on the terms and conditions mentioned herein and on the website. The Parties have therefore decided to enter into this agreement to record the mutual terms and conditions between them.

NOW THEREFORE, IN CONSIDERATION OF THE PROMISES, MUTUAL COVENANTS, TERMS AND CONDITIONS AND UNDERSTANDINGS SET FORTH HEREIN, THE PARTIES, WITH THE INTENT TO BE LEGALLY BOUND, HEREBY COVENANT AND AGREE AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATIONS

1.1. In this Agreement, including the recital above and the schedules hereto, except where the context otherwise requires: (a) capitalised terms defined by inclusion in quotations and/or parenthesis have the meaning so ascribed; and (c) the following words and expressions shall have the following meanings.

1.1.1. Applicable Laws or Law means all the applicable statutes, constitutions, enactments, acts of legislature or parliament, ordinances, rules, by-laws, regulations, notifications, codes, guidelines, policies, directions, directives and Orders of any Governmental Authority, statutory authority, tribunal, board, court or any recognized stock exchange on which the Shares may be listed and, if applicable, international treaties and regulations;

1.1.2. Confidential Information means all communications between the Parties, and other material supplied to or received by any of the Parties hereto from the others which is either marked 'confidential' or is by its nature intended to be exclusively for the knowledge of the recipient alone, and any information concerning the affairs, the business, customer details, business transactions or the financial arrangements of Ethyx Solo Club or of any Person with whom any of them is in a confidential relationship and shall include the terms of this Agreement and all connected documents and/or writings;

1.1.3. Consideration means the amount up to the limit specified under SCHEDULE 1 of the Invoice Discounting Agreementwhich is Invoice/Purchase Order Receivables net of Margin Amount, payable by the Patron(s), to third party buyers and NBFCs and Ethyx Solo Club to the Invoice Seller towards Discounting the Selected Invoice(s)/Purchase Order(s) and shall be updated by Ethyx Solo Club from time to time on its Platform for access by the Patron(s);

1.1.4. Default Yield means the interest amount as mentioned under SCHEDULE 1 of the Invoice Discounting Agreement, to be payable by the Invoice Seller on accrued Consideration and Discount Amount on a Discounting Transaction, if the same is not paid on the Settlement Date to the Patron(s);

1.1.5. Discount Amount means the discounted amount component arrived at by applying the Discounting Rate on the Consideration for the period up to the Settlement Date as per terms hereunder.

1.1.6. Discounting shall mean the discounting of the Selected Invoice(s) /Purchase Order(s) as per the terms hereof, as part of the Discounting Transaction;

1.1.7. Discounting Rate shall mean the annualized rate specified in SCHEDULE 1 of the Invoice Discounting Agreementthat shall be mutually agreed by the Invoice Seller and Ethyx Solo Club and updated from time to time by Ethyx Solo Club on its Platform with respect to Selected Invoice(s)/Purchase Order(s);

1.1.8. Discounting Transaction shall mean the transaction wherein the Patron(s) or Ethyx Solo Club or third party NBFCs will be Discounting Selected Invoice(s)/Purchase Order(s) in consideration of the Invoice Seller transferring its rights and interest on the Invoice/Purchase Order Receivables;

1.1.9. Encumbrance shall mean any claim, mortgage, charge (fixed or floating), pledge, hypothecation, assignment, lien, restriction, deed of trust, voting trust agreement, equitable interest, option, title retention, commitment, restriction or limitation or other encumbrance of any kind securing, or conferring any priority of payment in respect of, any obligation of any Person (defined below), including without limitation any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security under Applicable Law, right of pre-emption, right of first refusal or other third party right or security interest;

1.1.10. Force Majeure Event includes the following acts or events: (i) natural phenomena , such as storms, hurricanes, floods, lightning and earthquakes; (ii) explosions or fires arising from lightning or other causes unrelated to the acts or omissions of the Party seeking to be excused from performance ; (iii) acts of war or public disorders, civil disturbances, riots, insurrection, sabotage, epidemic, terrorist acts, or rebellion; (iv) strikes or labor disputes; (v) action by a Governmental Authority, including a moratorium on any activities related to this Agreement; (vi) the impossibility for one of the Parties, despite reasonable efforts, to obtain any approval necessary to enable the affected Party to fulfill its obligations, provided that the impossibility is not attributable to the Party and that such Party has exercised reasonable efforts to obtain such approval;

1.1.11. Governmental Authorities shall mean any relevant governmental or quasi governmental authority, statutory authority or quasi-statutory or regulatory authority, administrative, monetary, fiscal or judicial body, department, commission, authority, tribunal, agency or stock exchange or taxing authority or anybody entitled to exercise executive power or power of any nature or body or other organization to the extent that the rules, regulations, standards, requirements, procedures or orders of such authority, body or other organization have the force of law;

1.1.12. Intellectual Property means all intellectual property that the Company owns or uses or is licensed to use in India or elsewhere, and includes all patents, models, rights in inventions (whether patentable or not), trade and service marks, trade dress, rights in logos, domain names, get-up and trade names and the goodwill attaching to any of them, right in designs, copyrights, moral rights, topography rights, rights in databases, trade secrets, photographs, technology, computer programs, title and interest, know-how, and any rights, interest or forms of protection of a similar nature, including without limitation, all economic and exclusive rights to reproduce, fix, adapt, modify, translate, create derivative works from, introduce into circulation, publish, distribute, sell, license, sublicense, transfer, transmit or provide access electronically, broadcast, display, enter into computer memory, or otherwise use any portion or copy, in whole or in part, in any form, directly or indirectly, or to authorize or assign others to do so, and having equivalent or similar effect to any of them which subsist anywhere in the world, in all cases whether or not registered or registerable and including registrations and applications for registration or grant of any of these and rights to apply for the same and includes without limitation any intellectual property that a person owns and which is used by the Company;

1.1.13. Receivables means all amount(s) receivable by the Invoice Seller from its relevant customer(s) pursuant to the Selected Invoice(s)/Purchase Order(s)/Revenue Receivable(s) Due to a Contract or Sale on an E-commerce Platform/Recurring Revenue Receivables Due to Contract/Tenders Won with Delayed Payment & Inventory which have been specified in SCHEDULE 1 of the Invoice Discounting Agreement and shall be updated by Ethyx Solo Club from time to time on its Platform;

1.1.14. Margin Amount means the amount deducted from the Invoice/Purchase Order Receivables amount, to the extent specified in SCHEDULE 1 of the Invoice Discounting Agreement, on account of inter alia the Discount Amount, the Invoice Seller’s credit worthiness and other financial credentials of the Invoice Seller, for the purpose of calculating the Consideration that shall be mutually agreed between the Parties;

1.1.15. Platform Fee shall mean the fee due and payable to Ethyx Solo Club by the Invoice Seller as per terms hereof for enabling, managing, facilitating and rendering requisite technical services for the Discounting Transaction through the Platform as provided under SCHEDULE 1 of the Invoice Discounting Agreement;

1.1.16. Selected Invoices means the trade receivables of the Invoice Seller that are to be Discounted, and as provided under SCHEDULE 1 of the Invoice Discounting Agreementand updated from time to time on the Platform with respect to the Invoice Seller by Ethyx Solo Club on its Platform. This shall also include Purchase Order(s)/Revenue Receivable(s) Due to a Contract or Sale on an E-commerce Platform/Recurring Revenue Receivables Due to Contract/Tenders Won with Delayed Payment & Inventory that the Invoice Seller& Contracts intends to get Discounted;

1.1.17. Settlement Account means the virtual bank account, opened, maintained and operated by Ethyx Solo Club on behalf of the Patron(s), third party buyers and NBFCs which account shall be utilised for the purpose of settlement of the amounts pursuant to the Discounting Transactions facilitated by the Ethyx Solo Club as per term hereof;

1.1.18. Settlement Date shall mean period specified in SCHEDULE 1 of the Invoice Discounting Agreement and as updated from time to time by Ethyx Solo Club on its Platform in relation to each Selected Invoice;

1.1.19. Services means the Invoice/Purchase Order discounting services that are provided by Ethyx Solo Club , as a Technical Service Provider(TSP) through the usage of the Platform, wherein Ethyx Solo has agreed to be facilitator under the Discounting Transactions for the sale of the Invoice Receivables/Purchase Orders and Inventory and other things as described above by the Invoice Seller to through the Platform to the Patron(s), in accordance with the terms and conditions of this Agreement;

1.1.20. Invoice Seller Account means the bank account details of the Invoice Seller as provided under SCHEDULE 1 of the Invoice Discounting Agreement where the Consideration shall be deposited by Ethyx Solo Club through the usage of the Platform.

1.1.21 Concerned Customer means the Party that purchased the goods for which the Invoices were issued and subsequently used in the Discounting Transaction.

1.1.22 Royalty means the amount that is charged by Ethyx Solo Club for the usage of the Proprietary Platform and Intellectual Property which includes, but is not limited to the Ethyx Solo Club Risk Score.

1.1.23 Revenue-Based Discounting means a funding arrangement where the Invoice Seller receives capital from the Patron(s) in exchange for a percentage of the Invoice Seller's future recurring revenue and Invoices, until a specified amount or multiple of the funding amount is repaid.

1.1.24 Revenue Share means the agreed-upon percentage of the Invoice Seller's gross or net revenue that will be paid periodically to the Patron(s) as repayment for the capital received under the Revenue-Based Financing arrangement.

1.1.25 Venture Debt Discounting refers to a financing arrangement where an Invoice Seller receives funds in the form of a loan from a Patron. This loan, also known as venture debt, is repaid through a combination of fixed interest payments and a share of the Invoice Seller's future revenue. The repayment terms, including the interest rate and the percentage of future revenue allocated towards repayment, are agreed upon in advance and outlined in separate venture debt agreement.

1.2. Interpretations

1.2.1. Heading and bold typeface are only for convenience and will be ignored for the purpose of interpretation.

1.2.2. The recitals form an integral and operative part of this Agreement, and shall have the same force and effect as if set out in the body of the Agreement.

1.2.3. Unless the context of this Agreement otherwise requires:

1. The terms referred to but not defined in this Agreement shall, unless defined otherwise or unless inconsistent with the context or meaning thereof, shall have the same meaning as defined under the Companies Act, 2013 and failing that under any other relevant applicable statute/legislation.
2. Words using the singular or plural number also include the plural or singular number, respectively;
3. Words of any gender are deemed to include the other gender;
4. The terms “hereof”, “herein”, “hereby”, “hereto” and derivative or similar words refer to this entire Agreement or specified Clauses of this Agreement, as the case may be;
5. The term “Clause” refers to the specified Clause of this Agreement; (f) reference to the word “include” will be construed without limitation;
6. Reference to any statute shall include all statutory modifications, consolidations or re-enactment (whether before or after the Execution Date) for the time being in force;
7. Reference to this Agreement or any other agreement, deed or other instrument or documents shall be construed as a reference to this Agreement, such agreement, deed or other instrument or document as the same may from time to time be amended, varied, supplemented or novated;
8. In addition to the terms defined in Clause 1.1 above, certain other terms are defined elsewhere in this Agreement and wherever such terms are used in this Agreement, they shall have their respective defined meanings, unless the context expressly or by necessary implication otherwise requires;
9. Words and expressions used herein, but not defined shall have the same meaning respectively assigned to them in Applicable Law in so far as the context so admits;
10. Reference to days, months and years are to Gregorian calendar days, calendar months and calendar years, respectively;
11. Time is of the essence in the performance of the respective obligations of the Parties. Without prejudice to the foregoing, if any time period specified herein is extended, such extended time shall also be of the essence.
12. No provisions of this Agreement shall be interpreted in favour of, or against, any Party by reason of the extent to which such Party or its counsel participated in the drafting hereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof.
13. References to the knowledge, information, belief or awareness of any person shall be deemed to include the knowledge, information, belief or awareness of such person after examining all information and making all due diligence inquiries and investigations which would be expected or required from a person of ordinary prudence.
14. By accessing or using any of Ethyx Solo Club Services & Intellectual Property and by signing/acknowledging this agreement through paper or electronic means, the Invoice Seller agrees to be bound and abide by this Agreement and any agreement thereto.
15. The Invoice Seller has read this Agreement carefully before using any of Ethyx Solo Club Services and is fully aware of its legal rights and obligations arising out of the Agreement. If you do not agree to these terms, please immediately cease use of any of the Services provided by Ethyx Solo Club .
16. Once registered, the Invoice Seller will be able to access the portal of Ethyx Solo Club .

2. APPROVAL OF USE

2.1 By accessing the Platform, registering as a Seller with the Platform, submitting any material to the Platform, or using any of the Services, you expressly agree that-

2.1.1 You have read, understood and agreed to these Terms, and acknowledge that these Terms shall apply to you and be binding on you.

2.1.2 You are entering into these Terms out of your own free will and consent.

2.2 Accordingly, if you wish not to accept the terms of use, you will not be able to access the platform or the services available on it.

3. REPRESENTATIONS & WARRANTIES

3.1 Each Party hereby represents and warrants to the other Parties hereto that:

3.1.1 It is duly incorporated and created and is validly subsisting and in good standing under the applicable Law(s) of India with power and authority to conduct its business;

3.1.2 it has the authority and capacity to enter into, execute and deliver this Agreement and to perform its obligations and the transactions contemplated hereby and, if such Party is not a natural Person, such Party has the necessary corporate power/ authority to enter into this Agreement and to carry out its obligations under this Agreement;

3.1.3 this Agreement constitutes legal, valid and binding obligations of such Party enforceable against it in accordance with its terms;

3.1.4 it has obtained all necessary corporate approvals, authorisations and consent(s) from Governmental Authorities and third parties, as may be required for the execution, effectiveness and performance of this Agreement;

3.1.5 the execution and delivery of this Agreement, or consummation of the transactions contemplated by this Agreement or compliance with the terms or provisions of this Agreement, does not and will not throughout the term of this Agreement: (i) conflict or result in a violation, or breach of, or default under the Laws applicable to such Party; (ii) be in breach of or conflict with any of the other commitments or agreements entered into by the Party, binding the Party or any of its assets; (iii) conflict with its constitutional documents; (iv) constitute or result in a breach or violation of any term, condition or provision of, or constitute a default under, or give rise to any right to termination, cancellation or acceleration with respect to, or result in the loss of a benefit under, or result in the creation of any Encumbrance upon its assets pursuant to, any contract to which it is a party or by which it or its assets may be subject or bound; or (v) violate any agreement or other material document binding on such Party;

3.2 The Invoice Seller further represents, warrants and covenants with respect to the Invoice Discounting transactions that:

3.2.1 It is a bona fide entity, authorised to sell its products and/or provide its services to the Concerned Customer and to the Invoice Seller's knowledge has not been disqualified or placed on any default or blacklist by the concerned customer;

3.2.2 the Selected Invoice(s)/Purchase Order(s) and Inventory, Recurring receivables etc as above made available for Discounting under this Agreement are unpaid, genuine, undisputed and bona fide invoice(s) raised by it on the Concerned Customer and not discounted/ including any sort of advances/charged with any other financial institution(s), NBFC(s), bank(s) or body corporate and the Invoice/Purchase Order Receivable amounts under Selected Invoice(s)/Purchase Order(s) represent amounts due from the Concerned Customer to the Invoice Seller;

3.2.3 the right, title and interest in the Invoice/Purchase Order Receivables to be assigned to/created in favour of the Patron(s) hereunder is absolute, clear, solely in favour of the Patron(s), and the Invoice Seller shall ensure that Concerned Customer does not challenge its liability to pay the Invoice Receivable amounts to the Invoice Seller;

3.2.4 the Invoice/Purchase Order Receivables are/will be free and clear of all encumbrances, charges, hypothecations and liens, or any other third-party interest created in any manner whatsoever.

3.2.5 the Selected Invoice(s)/Purchase Order(s) do not permit set-off of any amount due and payable under the Selected Invoice(s)/Purchase Order(s) against any other amount payable by the Invoice Seller to the concerned customer;

3.2.6 the payment obligation of the Concerned Customer in respect of the Invoice Receivables is not conditional upon performance of any obligations by the Invoice Seller and payment of the Invoice/Purchase Order Receivables is an absolute and unconditional obligation of the Concerned Customer;

3.2.7 To the Invoice Seller’s knowledge, Concerned Customer is financially sound and solvent and is not delinquent in payment of any of its financial debts, and there are no circumstances which will render the Concerned Customer delinquent in future or which may adversely affect the financial health of the Concerned Customer or the ability of the Concerned Customer to meet its financial indebtedness;

3.2.8 there is nothing that may affect the validity, enforceability, recoverability, and value of any Invoice/Purchase Order Receivables. To the Invoice Seller's knowledge, Concerned Customer will not assert any claim, dispute, defence or otherwise impair the timely payment of the Invoice/Purchase Order Receivable amounts to the Patron;

3.2.9 the goods sold and/or services provided to the Concerned Customer have been sold and/or provided in accordance with the terms agreed between the relevant customer and the Invoice Seller;

3.2.10 the amounts invoiced under the Selected Invoice(s)/Purchase Order(s) have not been paid by the Concerned Customer to the Invoice Seller;

3.2.11 Thereare no legal, quasi-legal, administrative, arbitration, mediation, conciliation or other proceedings, claims, actions, governmental investigations, orders, judgments or decrees of any nature made, existing, threatened, anticipated or pending against itself which will adversely impact the Discounting Transaction.

3.2.12 The Invoice Seller has agreed not to induct into its board a person whose name appears in the wilful defaulters list of Reserve Bank of India. In case such a person is already on the board of Invoice Seller, it will remove such person within 7 (Seven) business days from the Effective Date.

3.2.13 The Invoice Seller has agreed not to enter into any understanding or revise the existing understanding with respect to any of the terms contained in the Selected Invoice/Purchase Order or the repayment thereof, without the prior written consent of Ethyx Solo Club.

3.2.14 The Invoice Seller shall notify Ethyx Solo Club in the event it receives any notice regarding any dispute with the Concerned Customer, immediately upon receipt of such notice Ethyx Solo Club shall have the right to undertake audit of the books and records of the Invoice Seller pertaining to the Selected Invoice(s)/Purchase Order(s), from time to time, to establish the genuineness of the underlying transactions.

3.2.15 The Invoice Seller shall provide a duly filled and signed post-dated cheque (PDC) to Ethyx Solo Club with details below before the campaign on Ethyx Solo Club platform is made live. This PDC shall, at Ethyx Solo's discretion, be shared with potential Patrons through the platform. Ethyx Solo Club reserves the right to encash the PDC in the event of failure to repay the consideration amount by the Invoice Seller by the Settlement Date.

3.2.16 The Invoice Seller shallrequire the Concerned Customerto set up an eNACH account. Ifthe Concerned Customeris unable to set up aneNACH account, then the Invoice Seller will set up an eNACHon behalf of the Concerned Customer. The Invoice Seller consents to Ethyx Solo Club contacting the Concerned Customers for e-NACH and other communications regarding the agreement, and the Invoice Seller agrees to act as a point of reference when Ethyx Solo Club contacts the Concerned Customers for onboarding on Ethyx Solo Club.

3.2.17 The Invoice seller understands that it is possible that the full amount of Invoice to be discounted is not collected from Patrons. In such a scenario, the amount that has been collected by the Subscription Close Date will be forwarded to the Invoice Seller. Ethyx Solo makes no guarantee on the entire invoice amount being subscribed to by Patrons.

3.2.18 The Invoice seller consents to Ethyx Solo Club retrieving details such as Permanent Account Number(PAN), GST statement of the past 3 years, Bank Account information of the past 2 years via Account Aggregator, MCA details, ITR Details, Director Details including, but not limited to DIN, Accounting Ledger transactions, and Point of Sale (POS) Data and history of Ecommerce transactions via third party APIs. In a situation where third party APIs are unable to fetch this data for any reason, the Invoice seller shall upload the required data on the Platform. In addition all contracts executed in relation to the transactions shall be submitted.

3.2.19 The Invoice Seller consents to giving Ethyx Solo Club POS details, if the Invoice Seller is a merchant and the Invoice Seller consents to giving Ethyx Solo Club Ecommerce portal details, if the Invoice Seller is an Ecommerce seller. The Invoice Seller consents to Ethyx Solo Club accessing Credit Bureau reports along with Credit Bureau reports of individual Directors, Owners and Partners, Past Legal Details including cases filed, and Details furnished to MCA. The Invoice Seller further consent to Ethyx Solo Club fetching e-invoices from the GST portal.

3.2.20 If the Invoice Seller owns a sole proprietorship or a partnership, the Invoice Seller consents to Ethyx Solo Club accessing the Invoice Seller’s portal.

3.2.21 The Invoice Seller agrees not to discount the invoice submitted to Ethyx Solo Club again and understands that this amounts to fraud.

3.2.22 The Invoice Seller further represents that none of the details furnished by the Invoice Seller are incorrect and have been furnished to deliberately deceive Ethyx Solo Club for fraudulent purposes.

3.3 With respect to the services for Revenue based discounting and Venture Debt Discounting, the Seller further represents the following-

3.3.1 The Invoice Seller acknowledges that revenue-based financing involves securing capital based on future revenue, with repayment obligations linked to the revenue generated by its business. The Invoice Seller confirms its understanding of this financing model and its ability to manage its revenue to fulfill these repayment obligations.

3.3.2 The Seller also acknowledges that Venture Debt financing involves raising of additional capital in the form of Loans which shall involve repayment obligations with respect to the principal and interest amount on such Debt.

3.3.3 The Invoice Seller assures that the funds obtained through such Venture Debt and revenue-based financing will be used solely for business-related purposes and not for personal expenses or any activities unrelated to its revenue-generating operations.

3.3.4 The Invoice Seller further agrees that the Patrons and Ethyx Solo shall have exclusive right over its future revenues through claims over future Invoices and in case of failure to repay the amounts so obtained, can claim their repayments directly from its customers.

3.3.5 The Invoice Seller guarantees that the revenue forecasts, financial statements, credit ratings and other related information provided to Ethyx Solo Club are accurate, complete, and not misleading. The Invoice Seller also agrees to promptly update this information if there are any significant changes.

4. TERMS OF DISCOUNTING TRANSACTIONS

4.1. Prior to availing any payments for the Discounted Transactions through the Platform, pursuant to the terms of this Agreement, the Invoice Seller shall be required to share the KYC details in the format as provided under SCHEDULE 1, to Ethyx Solo Club , for the creation of a designated virtual account integrated with the Platform (“Invoice Seller Virtual Account”) for availing the Services herein.

4.2. On the creation of such Invoice Seller Virtual Account, Ethyx Solo will forthwith share the details of such Invoice Seller Virtual Account with the potential Patrons to be able to transfer consideration towards payment of the invoices and Debt or Revenue selected for the Discounted Transactions.

4.3. The Parties agree and confirm that, on receipt by the Invoice Seller of the Consideration (subject to deduction of any applicable taxes on such goods and services) in the Invoice Seller Virtual Account as per the terms hereof, all rights and interests in the Invoice Receivables orthe Revenues receivable or Debt recievablesshall stand irrevocably assigned and transferred in favour of the designated Patrons on the Platform, who have selected to make payments on the through the Platform and the Invoice Seller shall have no rights to such Receivables, however the liability towards Patron of returning the consideration is on the Invoice Seller.

4.4. The Parties agree that the Selected Invoice(s)/Purchase Order(s) shall be Discounted in the following manner:

4.4.1. On the successful onboarding of a Patron with Ethyx Solo Club in accordance with the terms and conditions detailed by Ethyx Solo Club, the designated Patrons shall through the Platform select the desired Offerings and transfer the Consideration to the Invoice Seller Virtual Account integrated with Platform for the purpose of Discounting of Selected Invoice(s)/Purchase Order(s);

4.4.2. Upon receipt and collection of the Consideration in the Invoice Seller Virtual Account, Ethyx Solo Club shall, acting on behalf of the Patron(s), in any event within 7 (Seven) business days from the date of closing of Subscription, cause the transfer of Consideration amount to the Invoice Seller’s Account (net of any applicable Fees, and taxes on the goods and services) thereon from the Invoice Seller Virtual Account.

4.4.3.Repayment of Receivables: The Invoice Seller shall cause the Concerned Customers, acting on behalf of the designated Patron(s) (as on boarded by Ethyx Solo Club ) and who have selected to Discount the Selected Invoices, to pay the the Consideration amount and the Discount Amount (net of any applicable taxes on the goods and services) to the Settlement Account on or before the Settlement Date. The Invoice Seller shall require the Concerned Customer to set up an eNACH account. If the Concerned Customer is unable to set up an eNACH account, then the Invoice Seller will set up an eNACH on behalf of the Concerned Customer.

4.4.4 Notwithstanding anything otherwise provided in this Agreement, in event the Invoice Seller fails to discharge its obligations contained hereinabove on or before the Settlement Date due to (i) happening of Force Majeure Events; or (ii) public holidays, then the Invoice Seller shall be having a cure period of up to 3 (three) days (“Cure Period”) to discharge its payment obligation hereinabove. Provided however, the Invoice Seller shall be obliged to make payment of additional Discount Amount for said Cure Period (calculated as per Discounting Rate).

4.4.5.Event of Default: For the purpose of this Agreement, any of following event(s) shall be referred as “Event of Default”:

1. Any failure by the Invoice Seller to observe or perform its obligations on behalf of Patron(s) to recover the Consideration and the Discount Amount.
2. Any of the representation, warranty, or statement, or undertaking or covenant made or deemed to be made or repeated by the Invoice Seller pursuant to this Agreement or in any notice, certificate, or statement referred to herein or therein, or delivered hereunder or thereunder, is incorrect or inaccurate, incomplete, or misleading, or becoming incorrect.
3. Any application relating to insolvency/bankruptcy made against the Invoice Seller and/or its customers with respect to the Selected Invoices, which have not been set aside within 7 (seven) days from the date of said application.

4.5. Consequence(s) of Event of Default: Upon occurrence of any of Event of Default, the Patron and/or Ethyx Solo Club shall be having following recourse:

1. the assignment/transfer of rights and interest in the Invoice/Purchase Order Receivables by the Invoice Seller in favour of the Patron(s) as per the terms hereof shall, at the sole discretion of the Patron(s) (and acting through Ethyx Solo Club ), stand terminated (“Assignment Termination”). Notwithstanding such Assignment Termination (as applicable), the Patron(s) shall be entitled to recover from the Invoice Seller an amount equal to the sum of the Consideration (net of any applicable taxes on the goods and service) amount and the accrued Discount Amount (calculated for the period up to the Settlement Date);
2. Patron(s) or Ethyx Solo Club under express authority from the Patron(s), shall be entitled to initiate such legal proceeding, civil and/or criminal, against the Invoice Seller which it may deem fit for failure of the Invoice Seller to discharge its obligations in this Agreement;
3. Further, if the Invoice Seller fails to observe or perform any of the obligations contained in this Agreement to be observed and performed by it including that of collection party for and on behalf of the Patron(s), then the Invoice Seller shall be liable to said outstanding amount(s) along with interest which shall be calculated at the rate of Default Interest on the outstanding and unpaid amounts for a period commencing from the Settlement Date till the date when actually paid (both inclusive).
4. It is hereby clarified that the Default Interest charged in terms of this Clause 4.5.5 shall be in addition to the Discounting Rate applicable for each additional day until all dues payable to the Patron(s) being actually paid. Moreover, Parties hereby agree that the Default Interest to be payable by the Invoice Seller to the Patron(s) herein, are liquidated damages and not penalty and are reasonable pre-estimates of the loss caused to the Patron(s) on account of the Invoice Seller failing to discharge its invoice payment obligation on the Settlement Date as per the terms hereof.
5. The Parties acknowledge that the aforesaid liquidated damages and the amounts accrue/arise to the Patron(s) pursuant to such liquidated damages are a fair assessment of the amount of loss that would be incurred by the Patron(s) as a result of breach by the Invoice Seller of its obligations under this Agreement.

4.6. The parties further agree that the Revenue-Based Discounting shall be carried on in accordance with the following Terms-

4.6.1 Revenue Share: The Invoice Seller agrees that a portion of its future revenue will be allocated to repay the funds received through revenue-based financing. The exact percentage of revenue allocated for repayment and the frequency of such payments shall be detailed in a separate revenue-based financing agreement or schedule, which shall be incorporated by reference into this Agreement.

4.6.2 Repayment Obligations: The Invoice Seller agrees to make repayments as outlined in the separate discounting agreement. The Invoice Seller shall provide regular revenue reports and updates as required by Ethyx Solo Club to ensure compliance with the repayment terms.

4.6.3 Default on Repayments: In the event the Invoice Seller fails to make the required revenue- based repayments, the following consequences shall apply:

1. The Invoice Seller shall be liable for any accrued unpaid amounts, along with any additional fees or penalties specified in the discounting agreement.
2. Ethyx Solo Club and/or the Patrons also through a special power of attorney, reserve the right to secure repayment of any outstanding amounts from the future invoices of the Invoice Seller. In exercising this right, Ethyx Solo Club may directly collect the owed amounts from the Invoice Seller's customers, thereby redirecting a portion of the payments due on such future invoices to settle the Invoice Seller's obligations under this Agreement.
3. Ethyx Solo Club and/or the Patrons shall have the right to take appropriate legal action to recover the outstanding amounts, including but not limited to enforcing the PDCs received from Invoice Seller, seeking a court order for repayment or enforcing any security interests granted in relation to the Discounting services on the Platform.

4.6.4 Confidentiality: The Invoice Seller agrees to keep the terms and details of the revenue- based financing arrangement confidential and not disclose such information to third parties without prior written consent from Ethyx Solo Club , except as required by law or regulation.

4.7 The parties further agree that the Venture Debt discounting services shall be carried on in accordance with the following terms-

4.7.1 The Seller further agrees that Ethyx Solo Club may also facilitate venture discounting for it, where funds are provided as a loan, and the repayment obligations are linked to future revenues or other agreed-upon metrics. The venture debt shall be subject to specific terms, including discount rates, repayment schedules, and other covenants, as outlined in a separate venture debt agreement, which shall be incorporated by reference into this Agreement.

4.7.2 Upon successful approval and execution of the venture debt agreement, Ethyx Solo Club shall ensure the timely disbursement of loan amounts to the Invoice Seller's designated account. The Invoice Seller shall utilize the funds exclusively for the purposes agreed upon in the venture debt agreement.

4.7.3 Repayment Obligations: The Invoice Seller agrees to repay the venture debt in accordance with the terms set forth in the venture debt agreement. This includes, but is not limited to, making scheduled interest and principal payments, providing financial statements and other necessary documentation, and adhering to any financial covenants specified in the agreement.

4.7.4 Security and Collateral: The Invoice Seller may be required to provide security or collateral as per the venture debt agreement. In the event of default, Ethyx Solo Club and/or the Patrons may enforce their rights against such security or collateral to recover the outstanding amounts.

Ethyx Solo Club and/or the Patrons also through a special power of attorney, reserve the right to secure repayment of any outstanding amounts from the future invoices of the Invoice Seller. In exercising this right, Ethyx Solo Club may directly collect the owed amounts from the Invoice Seller's customers, thereby redirecting a portion of the payments due on such future invoices to settle the Invoice Seller's obligations under this Agreement.

4.7.5 Default and Remedies: In the event of a default under the venture debt agreement, including but not limited to non-payment, breach of covenants, or insolvency, Ethyx Solo Club and/or the Patrons shall have the right to pursue all available remedies, including the acceleration of the loan, enforcement of security interests, and initiation of legal proceedings to initiate the repayment obligations under these services.

4.7.6 Confidentiality: The Invoice Seller agrees to maintain the confidentiality of all terms and details related to the venture debt financing, disclosing such information only to those who have a legitimate need to know or as required by law.

4.8 Rights and Obligations of Ethyx Solo Club :

4.8.1. The Invoice Seller agrees to pay Ethyx Solo Club the Platform Fee for the Services availed herein. Any other out-of-pocket expenses (OPE) and actual cost incurred on the Invoice Seller’s behalf, if any, will be charged as extra. Bills for OPE and expenses incurred, will be raised periodically and such amounts will be payable irrespective of the outcome of the engagement. The expenses will consist of actual out of pocket expenses by way of conveyance, telephone, fax, travel and lodging/boarding etc., that will be reimbursed to Ethyx Solo Club by the Invoice Seller at actuals. All expenses incurred for out of station travel and lodging/boarding will be subject to prior approval of the Invoice Seller. Service Tax, VAT and cuss and other taxes, if any, as applicable, will be payable in addition to the Platform Fees mentioned above.

4.8.2. Ethyx Solo Club is authorized to invoice the Invoice Seller directly for the payment of its Platform Fee. Any such payments shall be made to Ethyx Solo Club via Internet Banking as per the invoice sent by Ethyx Solo within 5 business days of the invoice. In addition to the above, Ethyx Solo Club reserves the right to recover fees due from the Consideration deposited in the Invoice Seller Virtual Account.

4.8.3. In case of delay in payment of any Invoice/Purchase Order as per the terms of this agreement, the Invoice Seller shall be liable to pay the entire invoice amount or contractual amount along with the Default Interest per day till the receipt of payment.

4.8.4. The Parties agree that Ethyx Solo Club is merely a service provider and Intellectual Property provider (for Royalty) that provides the Services herein, and that Ethyx Solo Club shall not be responsible for holding any interest on the Consideration or the Discounted Amount thereto. The Consideration and the Discount Amount are deposited by the Invoice Seller, to be forwarded for deposit into the Settlement Accounts and Ethyx Solomerely providesthe Platform as the infrastructure and interface for causing the same. Further, under no circumstances shall it be construed that Ethyx Solo Club is providing any discounting or credit facilities to any party, and Ethyx Solo Club is merely acting as a TSP between the Patron(s) and the Invoice Seller.

4.8.5. In case any restrictions are imposed on any of the banks with whom the Settlement Account is being maintained, pursuant to a change in law or otherwise which may adversely affect the transaction contemplated hereunder and/or the performance of the obligations of the Parties hereunder or where the banks maintaining any of the aforesaid accounts cannot/do(es) not permit the maintenance and operation of the aforesaid accounts as per the terms agreed in relation thereto or the arrangement between Ethyx Solo Club and the concerned bank in relation to any of the aforesaid account(s) is terminated for any reason, Ethyx Solo Club shall be entitled to designate any other bank for the purpose of maintenance of the relevant accounts with a prior written intimation to the Invoice Seller. In this relation, each of the Parties agree to execute and/or provide such documents/information as may be required to comply with the aforesaid designation by Ethyx Solo Club .

5. INDEMNITY AND LIMITATION OF LIABILITY

5.1. The Invoice Seller agrees and undertakes to severally keep and hold the Patron(s), and/or Ethyx Solo Club , and their respective directors, officers, shareholders, employees, agents and representatives (collectively, the “Indemnified Parties”) indemnified and harmless against all costs, expenses, claims (including third party claims), liabilities, demands, prosecutions, damages and proceedings which may be caused to or suffered by or made or taken against any of the Indemnified Parties arising out of:

5.1.1. the breach of any of its representations and warranties as contained in this Agreement;

5.1.2. default or non-performance in regards to payment obligation by the Collection Party; or

5.1.3. failure on part of concerned Customer to pay Invoice/Purchase Order Receivables.

5.1.4 failure of the Invoice Seller to meet the estimated revenue specified in Revenue based financing.

5.1.5 failure of Seller to repay the amounts obligated through any Venture Debt Services on this Platform.

5.2 Ethyx Solo Club does not guarantee that the Seller of Invoices will be capable of getting the potential buyer as per its expectations. The Platform merely acts as a facilitator between the seller and the buyer and has no liability to compensate if the seller fails to get any potential buyerfor its Invoices or claims in Recurring Revenue Invoices.

Ethyx Solo Club will not be liable for any direct, indirect, incidental, consequential or exemplary loss or damages which may be incurred by you as a result of using our Resources, or as a result of any changes, data loss or corruption, cancellation, loss of access, or downtime to the full extent that applicable limitation of liability laws apply.

5.3 Ethyx Solo Club further warrants that its role shall be limited to the facilitation of transactions on this Platform and its services of providing Revenue based financing and Venture Debt services to Sellers shall not be construedas financing activity since the source of its income is from Service fee only and has no beneficial interest in the financial transactions occurring on the Platform.

6. INTELLECTUAL PROPERTY

7.1 Parties agree that this Agreement does not result in the assignment or licensing of any Intellectual Property Rights by any Party to the other Parties.

7.2 Each Party retains ownership of any pre-existing Intellectual Property Rights. Ethyx Solo Club reserves all rights, title and interest in and to the Platform, including all Intellectual Property Rights in the Platform.

7.3 The Invoice Seller agrees and undertakes that during the Term and during any other period of time during which it may have a right to use the Platform, it shall not: (i) permit any third party to access the Platform and/or (ii) use, copy, or distribute any Intellectual Property Rights associated with the Platform.

7. CONFIDENTIALITY

8.1 The Parties shall not disclose the Confidential Information to or permit access by any third party without the prior written consent of the disclosing Party(ies). The receiving Party(ies) shall be permitted to disclose the Confidential Information to its/their employees, shareholders, directors, agents, advisors and sub-contractors (as applicable) (“Representatives”) on a need-to-know basis, provided the receiving Party(ies) ensures that its/their Representatives agree to be bound by similar non-disclosure obligations and sign a non-disclosure or similar agreement in content substantially similar to this Agreement. The receiving Party(ies) shall be responsible for any breach of this Agreement by its/their Representatives and further agree(s) to indemnify the disclosing Party(ies) at all times for any loss suffered on account thereof. The Parties shall not use any Confidential Information of the other Parties for any purpose other than as contemplated under this Agreement. Each Party shall take all reasonable measures to maintain the confidentiality of all such Confidential Information of the other Party(ies) in its possession or control, which shall in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance. Notwithstanding the foregoing, the obligation of confidentiality shall not apply to any disclosure (i) of information that is in or enters the public domain other than by reason of a breach by a Party; or (ii) of information that was in the possession of the receiving Party prior to disclosure under this Agreement, as evidenced in writing, except to the extent that such information was unlawfully appropriated; or (iii) of information which has been independently developed as a result of the efforts of receiving Party and not as a direct or indirect result of the disclosure of Confidential Information by the disclosing Party; or (iv) of information that was rightfully disclosed to it by a third party, the disclosure of which to the receiving Party does not, violate any contractual or legal obligation such third party has to the disclosing Party with respect to such information that the receiving Party is aware of. The Invoice Seller agrees to not share the Discount Rate and terms with any third party. The receiving Party may make disclosures required under Applicable Law or court order provided the receiving Party uses diligent reasonable efforts to limit disclosure and has allowed the disclosing Party to seek a protective order or appropriate remedy.

8. MISCELLANEOUS

8.1. Further assurances: the parties shall, with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement in the manner contemplated herein, and each Party shall provide such further documents or instruments required by the other Party(ies) as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions.

8.2. Governing Law and Jurisdiction: The provisions of this Agreement shall, in all respects, be governed by, and construed in accordance with the laws of India. Subject to Clause 9.3 below, each Party agrees that the courts in Mumbai shall have exclusive supervisory jurisdiction to settle any claim or matter arising under this Agreement.

8.3. Dispute Resolution: Any disputes and differences whatsoever arising under or in connection with the subject matter herein shall be settled amicably between the disputing Parties. Any dispute, which is not settled amicably between the disputing Parties for a period of 15 (fifteen) business days, shall be finally settled by a sole arbitrator mutually appointed by the disputing Parties. The arbitration proceedings shall be governed by the Arbitration and Conciliation Act, 1996. The venue of arbitration shall be Chennai and all proceedings shall be conducted in English language.

8.4. Amendment: Any changes made to the Terms &Conditions may not be informed, it is the obligation of the Invoice Seller to periodically check the Terms and Conditions for updates.

8.5. Entirety: This T&C (i) contains the entire understanding between the Parties in relation to the transactions contemplated under these Terms and (ii) supersedes all previous verbal and written understandings or any other documents issued/exchanged by the Parties in relation to the transactions contemplated under these Terms.

8.6. Severability: If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or the applicable part of such provision and the remaining part of such provision and all other provisions of this Agreement shall continue to remain in full force and effect.

8.7. Assignment: Both Parties shall be entitled to assign any of its rights and obligations as contained in this Agreement if the same has been approved by such Other Party in writing.

8.8. No Third-Party Rights: Nothing herein expressed or implied is intended, nor shall it be construed to confer upon or give to any third party any right, remedy or claim under or by reason of this Agreement or any part hereof,except assignment made in accordance with Clause 8.7.

8.9. Relationship: Nothing contained in this Agreement shall be construed to be a joint venture, partnership or agency between the Parties. Further, neither Party nor their respective directors, officers, employees, shareholders or representatives (as applicable) shall, in any manner be entitled to bind or represent or make any commitment or enter into any contract or otherwise act in any manner on behalf of The Other Party.

8.10. Royalty: The Invoice Seller, in addition to the Platform Fee and other applicable fees, also agrees to pay Royalty on the proprietary Ethyx Solo Club Score and Ethyx Solo Club Platform.Ethyx Solo Club reserves exclusive ownership rights over the Intellectual Property associated with the platform and the User acknowledges that they are granted a limited, non-exclusive license to use the Platform in accordance with these Terms of Use. This license does not transfer any ownership rights of the IP to the users. Users of the platform are required to pay specific royalties to the platform for using the technical services and the IPs of the platform.

8.11. Non-Circumvention: The Invoice Seller agrees not to bypass Ethyx Solo and contact Patrons.

8.12. Notices:

8.12.1. Communications in writing: Any communication to be made under or in connection with this Agreement or any other document(s) pursuant hereto shall be made in writing and, unless otherwise stated, shall either be delivered personally by hand or sent by courier or email. (ii) Addresses: The address (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be delivered under this Agreement.

8.13. Waiver: No delay or omission to exercise any right, power or remedy accruing to either Parties upon any breach or default by the other Party under this Agreement shall impair any such right, power or remedy of the Party nor shall it be construed to be a waiver of any such breach or default or an acquiescence therein or of any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default therefore or thereafter occurring. Any waiver, permission, consent or approval on the part of either Parties in respect of any breach or default under this Agreement or any provisions or condition of this Agreement must be in writing and shall be effective only to the extent in such writing specifically set forth. All remedies either under this Agreement or by Applicable Law or otherwise afforded to either Parties shall be cumulative and not alternate.

8.14. Invoice Discounting Limit: Ethyx Solo Club gives Invoice Sellers a line of credit which is an indicative notional number, which is not to be considered a financing number. This represents an upper limit up to which Invoice Sellers can discount invoices and can raise revenue based financing or Venture Debt. Ethyx Solo Club reserves the right to change this number at any time and this number should not be seen as a contract to provide the said upper limit at any and all times.