Please read these Terms carefully before using the Services on the Portal. For any questions, please contact us at info@croly.eu.

 

These terms of use ("Terms") regulate and govern the access and use of the CROLY website (www.croly.eu), including any subdomain thereof (collectively the "Portal") and all publicly available content, services and/or products provided through the Portal (collectively the "Service", "Services") by all its users (both registered and non-registered, hence forward "User", "Users", "You"). The Portal and Services are owned and operated by CROLY OÜ (together with its parents, subsidiaries, affiliates, agents, representatives, consultants, employees, officers, and directors — collectively, "CROLY", "We", "Our", or "Us").

 

BY ACCESSING OR USING THE PORTAL AND ITS SERVICES YOU AGREE TO THESE TERMS, OUR PRIVACY POLICY AND ANY OTHER LEGAL NOTICES OR CONDITIONS OR GUIDELINES POSTED ON THE PORTAL; IF YOU DO NOT AGREE, DO NOT USE THE PORTAL.

 

If you violate any of these Terms, or otherwise violate an agreement between you and us, we may terminate your membership, delete your profile and any content or information that you have posted on the Portal and/or prohibit you from using or accessing the Portal or the Services (or any portion, aspect or feature of the Service or the Portal), at any time in its sole discretion, with or without notice.

 

CHANGES

 

CROLY may change these Terms any time at its own discretion. If we do this, we will post the changed Terms on the Portal and will indicate at the top of this page the date the Terms were last updated. You understand and agree that your continued use of the Service or the Portal after we have made any such changes constitutes your acceptance of the new Terms. If you do not agree to be bound by the amended or modified Terms you must cease using CROLY Portal and its Services immediately.

 

USER ACCOUNT

GENERAL USER REQUIREMENTS

 

The Portal may be accessed and/or browsed without registering an account with the Portal. However, in order to access certain features or Services of the Portal, including viewing full information about investment opportunities and borrowing and/or making investments, you must register an account on the Portal and meet certain criteria to become an authorized user.

 

The general criteria for eligibility for registering an account:

1) All registered Users of the Portal must be at least eighteen (18) years old (or the age of contractual capacity in the relevant jurisdiction). Any registration by, use of or access to the Portal by anyone under 18 is unauthorized, unlicensed and in violation of these Terms. CROLY may ask you to verify your age if necessary.

2) Users can either register a personal ("Personal Account") or business account ("Business Account"). A Business Account can only be registered by its legal representative for a business entity, which is registered in Estonian Business Register.

3) All registered Users (including the legal representatives of business entities as Users) of the Portal must be permanent residents of Estonia and/or hold a valid Estonian ID-card.

4) All registered Users must have a bank account in a credit institution registered in the commercial register in Estonia, a foreign country affiliate of a credit institution registered in the commercial register in Estonia or in a credit institution which is registered or which has a place of business in another contracting member state of the European Economic Area.

 

BY REGISTERING AN ACCOUNT YOU CONFIRM YOUR FULL COMPLIANCE WITH THE ABOVE CRITERIA. FURTHER, BY REGISTERING A BUSINESS ACCOUNT YOU CONFIRM THAT YOU ARE LEGALLY ENTITLED TO REPRESENT THE COMPANY TO TAKE ACTIONS AND MAKE TRANSACTIONS IN ITS BEHALF OR AS A REPRESENTATIVE.

 

ACCOUNT REGISTRATION

 

During the registration of an account you have to provide certain personal information about yourself (including, but not limited to, your name, e-mail, phone number, personal identification number, bank account information)(collectively "Personal Information") to enable us to identify and verify you. By submitting the registration form you confirm that that the information provided is current, complete and accurate and that you have read in full, understand and agree to these Terms, our Privacy Policy, or any other documents, terms or conditions governing the use of the Portal and the Services.

 

CROLY can refuse to register a User at its own discretion or impose additional requirements for registration of a User, or change the existing requirements at its own discretion at any time, or limit the number of accounts that a single User may establish and maintain at any time. CROLY may carry out, if deemed necessary, to the amount necessary, background checks of any registered account Users. Each User must grant to CROLY all necessary information, documents and other evidence necessary for verification of his or her identity by the procedure provided by law. CROLY may terminate your membership, delete your profile and any content or information that you have posted on the Portal and/or prohibit you from using or accessing the Service or the Portal (or any portion, aspect or feature of the Service or the Portal), at any time at its sole discretion, with or without notice, including without limitation if it believes that you do not fulfill any of the above mentioned critera. You agree that the CROLY will not be liable to you or any third party for any termination of your membership.

 

In consideration of your use of the Portal, you agree to (a) provide only accurate, current and complete Personal Information; (b) maintain the security of your password and identification; (c) maintain and promptly update the Personal Information, and any other information you provide to us, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account. You agree to (a) immediately notify CROLY of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the service. CROLY will not be liable for any loss or damage arising from your failure to comply with this section.

 

USER IDENTIFICATION

 

When registering a new user account, you must provide us with your e-mail address, which will serve for us both as the main means of identification (your unique user ID) and communication. After registering we will send you a password combination that you can later change to your own preference. Please note that CROLY can prescribe requirements to the combination of letters and/or numbers forming the password and demand regular changing of the selected password due to security or other considerations.

 

The user ID and password ascribed for the User are personal to that User and are used to identify the User each time the User logs into the Portal and makes transactions via the Portal. CROLY may request the User to identify him/herself via ID card, Mobile-ID, bank link or any other identification method acceptable to us. CROLY may offer alternative methods of signing in to the Portal through social media sites like Facebook or Google+ or similar. In order to submit declarations of intent and give approvals that bear legal consequences, CROLY may request the verification of the User’s signature via ID card, Mobile-ID, bank link or mobile communication or any other authentication method.

 

It is the sole responsibility of the User to keep their user ID and password safe and confidential. It is hereby presumed that the person using the user ID and the password has an authorization, arising from either law or contract, to make transactions in the name of the User. CROLY may at its sole discretion restrict the User's rights or block access to their account, if it believes that a third party has a possession of User's user ID and password or gained unauthorized access to User's account.

 

VIRTUAL ACCOUNT

 

Each registered User has a personal sub-page or sub-pages ("Virtual Account") opened in the Portal with the aim of record keeping the transaction balance and certain other financial actions and claims. The Virtual Account reflects the balance of funds that the User has transferred to CROLY with the purpose of transactions made or to be made by the User (including for performance of User's financial obligations).

 

MONEY TRANSFERS

 

Any transaction made via the Portal by the User will result with an automatic deduction of funds from the User's Virtual Account by the respective sum. Users can make declarations of intent or carry out transactions only to the extent of positive balance of funds as reflected on their Virtual Accounts at the time of making the offer or concluding a transaction. Before making the first transaction, or in case of insufficient funds, a User must first transfer the respective funds to CROLY by way of a bank transfer from a bank account that meets the requirements set out by CROLY in these Terms in a manner specified by these Terms.

 

CROLY can, at its own discretion, impose restrictions or requirements to the minimum or maximum amounts of funds that need to be available on the User's Virtual Account. CROLY may use the funds transferred to it on behalf of the User for carrying out any actions or transactions rising from User's behavior and actions in the Portal. CROLY will not perform any actions or transactions on behalf of the User using its own funds, nor may any User demand behavior of such kind from CROLY.

 

Users can withdraw funds from the positive balance of their Virtual Account at any time and in any amount (given that the amount does not surpass the positive balance on their Virtual Account) by using a relevant application in the Portal, which shall be constituted as an instruction for CROLY to make the bank transfer of the above referred positive balance to the bank account of the User. CROLY retains the right to subtract from any money withdrawals the subsequent bank transaction fees according to the bank's valid and applicable price list. Users may be required to indicate an individual reference number or word generated by the Portal for the User in the payment order.

 

Users may transfer funds to CROLY only from and request payouts only to a bank account registered to the name of the User in a licensed credit or payment institution, which is registered or operating in a state which is a Contracting Party to the European Economic Area Agreement or in a state where equivalent money laundering and terrorist financing prevention measures are applied. Further, CROLY has the right to request documents, which confirm compliance of the bank account with the conditions referred to herein. The above mentioned bank account has to be registered to the name of the relevant account User, which for Personal Accounts is the relevant normal person and for Business Accounts the relevant business entity (and not the representative of the business entity).

 

If the bank account from which a transfer was made to CROLY does not belong to the respective User, or also if the reference number is not indicated in the payment order, CROLY has the right to transfer the sum back to the person who made the transfer and request from the User compensation of expenses related to returning of the payment (automatically deducting them from the Virtual Account).

 

CROLY shall make payments to Users only to the bank account disclosed to CROLY by Users in their Personal Information. CROLY has the right to refuse to make a payment to the bank account that does not belong to the User or does not meet any other conditions set forth in the Terms. CROLY retains itself the right to request documents, which confirm compliance of the bank account with the conditions referred to herein.

 

To change the details of the bank account provided to us, including the account number, Users must update with relevant information the relevant sections of their user account, thereby confirming that the bank account has been opened in the name of the User and complies with other terms and conditions set forth in these Terms.

 

Any and all expenses and fees related to the use of the Portal and Services shall be covered by the User and will be automatically debited (without an additional authorization from the User) by CROLY from the User’s Virtual Account to the extent of the expenses and fees for the transaction made in relation to which we have the right to request reimbursement of expenses or payment of a fee, according to the price list previously established by CROLY and made known to Users. CROLY reserves the unilateral right to make changes to the aforementioned price list in its own sole discretion.

 

USER OBLIGATIONS

 

All Users of the Portal are obliged to:

- Submit only data and information that is complete, current, accurate and true when registering an account or providing information otherwise. If the User discloses unverified or uncertain data or information during the usage of the Portal, the User shall be obliged to indicate it upon disclosing such data or information.
- Keep the data and devices necessary for logging in to the user account of the Portal, including the ID card, respective passwords and user IDs and authentication devices in a manner that prevents third parties from gaining possession of them.
- Be solely responsible for maintaining the confidentiality of their password and account.
- Notify CROLY immediately in writing of any unauthorized use of their account or any other breach of security.
- Not share their password, let anyone else access your account, or do anything else that might jeopardize the security of your account.
- Authorize CROLY to, directly or through third parties make any inquiries we consider necessary to verify your identity and/or protect against fraud, including to query identity information contained in public domains or reports, to query account information associated with your linked bank account or qualifying credit/debit cards (e.g., name or account balance), and to take any action we reasonably deem necessary based on the results of such inquiries or reports. You further authorize any and all third parties to whom such inquiries or requests may be directed to fully respond to such inquiries or requests.
- Inform us immediately about transferring or losing the data and devices enabling logging in to the User’s account to third parties and the usage of the Portal by the third parties, and about the risk of unauthorized use of the user account that may occur respectively.
- Update your Personal Information to keep it current and accurate or inform us as soon as possible of any changes in the data submitted upon opening the user account. You are solely responsible for updating any and all pertinent Personal Information.
- Independently assess the suitability and risk of investments and transaction and, if necessary, use the help of advisers who are specialists in the relevant field.
- Declare and pay the taxes payable in connection with transactions and actions made via the Portal to the extent and by the procedure provided for by law. CROLY does not make deductions on account of taxes payable if it is not required by law. The above applies, among other things, to the taxes payable on the interest income earned by the Investor.
- Act in good faith when using the Portal taking into account the rights of other users and not use the Portal for the purpose of causing harm to other users and/or the portal operator and/or security agent or for other purposes that are against good morals or good faith.
- Bear all costs, fees, duties and taxes accompanying the use of the Portal or Services.

 

By using the Portal and Services You agree:

1) That your account will be self-directed and that you are solely responsible for all investment decisions. Although the Portal may provide data, information or content provided by third-parties or us relating to investment strategies, you should not interpret any such content as tax, legal, financial, or investment advice or a recommendation to invest in any offering posted on the Portal. Any decision to invest shall be based solely on your own consideration and analysis of the risks involving a particular offering and is made at your own risk.
2) That you are solely responsible for determining the suitability of an investment or strategy and accept the risks associated with such decisions, which include the risk of losing the entire amount of your principal. We have no special relationship with or fiduciary duty to you and your use of the Portal or the Services does not create such a relationship.
3) That you are solely responsible for conducting legal, accounting and other due diligence review on the companies posted on the Portal. You are strongly advised to consult a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice as the Portal does not provide any of the foregoing advice or recommendations or provide any due diligence.

 

The User shall be liable for the damages caused by the violation of the obligation set forth in this section. Any failure to comply to the above mentioned obligations shall constitute a breach of the Terms, which may result in immediate termination of your account.

 

PROHIBITED CONDUCT

 

You agree that you are responsible for your own conduct while using the Services and for any consequences thereof. You agree to use the Portal and Service only for purposes that are legal, proper and in accordance with these Terms and any applicable law, rules or regulations. You may not:

- Use the Portal or Services in any manner that could damage, disable, overburden, or impair the Portal, or interfere with any other party's use and enjoyment of the Portal or Services;
- Attempt to gain unauthorized access to the Portal and Services or the computer systems or networks connected to the Portal and Services through hacking, password mining or any other means;
- Create user accounts by automated means or under false or fraudulent pretenses;
- Utilize any data provided on the Portal (including third-party provided data) for purposes other than evaluating listed investment opportunities;
- Transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature;
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- Upload, post, email or transmit, or otherwise make available through the Portal any inappropriate, defamatory, infringing, obscene, or unlawful content;
- Upload, post, email or transmit, or otherwise make available through the Portal any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content;
- Upload, post, email or transmit, or otherwise make available through the Portal any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law;
- Run Maillist, Listserv, or any form of auto-responder or “spam” on the Portal;
- Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Portal, including to engage in the practices of "screen scraping," "database scraping" or any other activity with the purpose of obtaining content or other information;
- Interfere or attempt to interfere with the proper working of the Portal or any activities conducted on the Portal, including to utilize framing techniques to enclose any content or other proprietary information, place pop-up windows over the Portal's pages, or otherwise affect the display of the Portal's pages;
- Download any file posted by another user that you know, or reasonably should know, cannot be legally distributed in such manner;
- Impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any materials;
- Remove any copyright, trademark or other proprietary rights notices contained in or on the Portal;
Use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Portal or collect information about its Users for any unauthorized purpose;
- Use the Portal and Services for any illegal or unauthorized purpose, including fraud, money laundering or other similar activities;
- Promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual.

 

Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities.

 

BORROWING AND INVESTING

BORROWING

 

Only a registered User (the "Borrower")with a Business Account can apply for funding through the Portal. The Borrower must hold a Business Account, which represents a real and operating business entity for which the funds are applied for. Funding may be applied exclusively for the purpose of funding business activities, including but not limited to real estate developing. CROLY may, at its own discretion, deny any Borrower's loan application or prescribe other conditions for requesting a loan.

 

In order to request a loan, the Borrower must fill in the relevant application (the "Application") form in the portal by using the application available for such purpose. The Borrower must submit any and all data required by the Application. By submitting the Application, the Borrower agrees the conditions of the loan agreement to be concluded with the Users who wish to lend funds. To complement the Application, CROLY may demand the Borrower to submit additional information and documentation, including but not limited to the business plan and budget, valuation of the property, evidence of creditworthiness. CROLY may, at the cost of the applicant, ask for additional evaluations from an independent third party company of its own choice. In assessing the eligibility of the Application, CROLY may, at its own discretion and cost, involve other third party companies to help make such assessment. In doing so, CROLY may share with those third party companies the information and data associated with the Application.

 

CROLY may, at its sole discretion, turn down any loan requests, without any refund or compensation rights for the Borrower for costs made during the application process. Only after the Application is accepted by CROLY and the final loan conditions agreed upon by both CROLY and the Borrower, will the request made public in the Portal to Users to lend funds.

 

INVESTING

 

Any registered User (the "Investor") can lend funds. However, CROLY may, at its own discretion, not allow the User to lend funds or prescribe other conditions for lending. In order to lend funds, a User submits, by using the respective application of the Portal, a declaration of intent to lend funds, specifying the exact amount of the loan and approving the conditions of the loan. By giving the respective confirmation the user expresses its irrevocable intention to be bound by the confirmed transaction or action. Users can only lend funds in the amount available to them as indicated on their Virtual Account.

 

The Investor's declaration of intent (including making an offer and giving an acceptance) gives CROLY the right to debit the Investor's Virtual Account in order to fulfill any financial obligations arising from the use of the Portal and execute transactions made through it pursuant to the Terms, to the extent and at the time established in the transaction, and credit the recipient’s Virtual Account respectively.

 

LOAN AGREEMENT

 

The loan request issued by the Borrower with the information provided in the Application constitutes the conditions of the loan agreement (the "Agreement") between the Borrower and the Investor. The Investor's confirmation to lend funds concludes the loan Agreement. The Agreement is considered concluded from the moment when the Investor accepts the offer and becomes effective with the confirmation of the acceptance to lend. Once approved by the Investor, the acceptance shall be binding to the Investor and cannot be unilaterally withdrawn or canceled, if not stated differently by the loan agreement and the relevant funds will immediately be deducted from the Investor's Virtual Account. The Borrower has the unilateral right to withdraw from the loan Agreement before the lapse of the syndication period in accordance to and in a manner prescribed in these Terms or in the loan Agreement. If the Borrower withdraws, or in case the loan request does not gather sufficient funds, the relevant funds will be automatically returned to the Investor's Virtual Account.

 

The loan Agreement will be made available to both, the Borrower and the Investor following the lapse of the syndication period provided that the loan request is accepted and funded at least by one Investor in the minimum amount of the funding target of the relevant loan request. If more than one Investor accepts and funds a loan request, the loan Agreements are deemed to have been entered into in a chronological order of acceptances and only insofar as such acceptances have been given in an aggregate amount of loans equal to the maximum amount of the funding target.

 

After successful syndication period the loan amount is automatically transferred to the Borrower's Virtual Account pursuant to the loan Agreement. The loan amount is deemed to have been transferred to the Borrower from the moment it is reflected on the Virtual Account of the Borrower. CROLY shall transfer the money in the amount indicated by the Borrower by using the relevant application of the Portal to the Borrower's bank account only after receiving such instructions from the Borrower.

 

REPAYMENT OF THE LOAN

 

The Borrower has to pay back the loan following the exact conditions and schedule as set by the loan Agreement by making money transfers in the relevant sums to CROLY's bank account. The relevant amount is considered payed only after CROLY has received the amount on its bank account.

 

In case either the repayment schedule or the interest payment schedule changes during the validity of the loan agreement, CROLY shall prepare a new schedule and deliver it to the Investor and the Borrower within reasonable time after changing the relevant schedule.

 

The Borrower may prepay a loan prematurely only if all payments that fall due as a result of prepayment of the relevant loans are made at the same time. The Borrower may prepay a loan only with the consent of CROLY and in accordance of the terms and conditions of the relevant loan Agreement or the Terms. The Borrower can prepay a loan prematurely by contacting CROLY and following the subsequent instructions. The borrower cannot withdraw the notice of prepayment and upon expiry of the term of advance notice provided for in the loan Agreement, the loan and all other financial obligations specified in the loan documents become due and payable in full.

 

PAYMENT DEFAULTS AND OTHER BREACHES

 

CROLY has the right to take any steps or actions as deemed necessary at its sole discretion, on behalf of the Investor(s) and/or itself to achieve the performance  of any financial or non-financial obligations arising from the failure of the Borrower (the "Debtor") to fulfill the relevant obligations arising from a loan Agreement, these Terms, or other loan documents.

 

CROLY may for this purpose at its own discretion: a) contact and provide details about the Debtor to third parties in accordance with the terms of CROLY's Privacy Policy; b) commence court or arbitral tribunal proceeding, enforcement proceeding, and bankruptcy or other insolvency proceeding, by the procedure provided for by law and in accordance with these Terms, including participate in the relevant proceeding as a representative of the lender and on behalf of the Investor; c) restrict the Debtor's rights for using the Portal; d) extraordinarily cancel the loan Agreement on grounds provided for in the loan Agreement or on grounds provided for by law; e) if the relevant obligation is secured, organise enforcement of security by the procedure provided for by law and the relevant agreement of establishment of security.

 

By registering as a User in the Portal, each User gives instructions, consent and authorization to CROLY, with the right of sub-delegation, to carry out, on behalf of the User and as its representative, at their own discretion, the actions and steps described in this clause, with the entitlement to involve third persons whose economic or professional activity includes collection of debts and the provision of related services (including lawyers, persons providing collection services, bailiffs or other persons).

 

CROLY has the right to deduct all costs and fees related to the relevant actions and steps described in this section from the relevant amount payable to the Investors, before making the payments to the Investors' Virtual Accounts.

 

CROLY may cease to carry out the actions and/or steps described in this section, or not apply them, if the performance of the due claims is perceived unlikely as the result of the relevant actions and steps or the benefit likely to be received as the result of the relevant actions and steps is less or in a similar scale with the expected costs of the relevant actions and steps.

 

KEEPING THE FUNDS

 

CROLY shall keep the funds transferred to it by its Users as a mandatary in its own name on a bank account that has been opened for that sole purpose in a credit institution registered in the commercial register in Estonia or in another contracting member state of the European Economic Area. CROLY shall keep the funds of its Users separately from its own funds at all times. The funds transferred by Users to CROLY's bank account shall belong to the User to the extent of the positive balance of the Virtual Account. CROLY shall not calculate interest on any of such funds and no such interest shall be payable to the User.

 

FEES, COSTS AND EXPENSES

 

Fees are only charged on successfully funded projects. The Borrower is charged a service fee based on an agreement between CROLY and the Borrower. The Borrower is also obliged to pay CROLY any and all fees specified by the loan Agreement in the manner and in accordance to the rules specified by the Agreement. CROLY may at its own discretion unilaterally waive any fees or decrease the amount of the relevant fees.

 

CROLY may at its sole discretion apply new fees to the use of the Portal or Services as deemed necessary. If so, the new fees shall be announced in reasonable and timely manner on the Portal before their actual enforcement.

 

All Users are responsible for paying any additional fees, costs or taxes associated with their use of the Portal or the Services. All Users must comply with any and all applicable tax laws, including the reporting and payment of any taxes arising in connection with the use of the Portal or Services, your loans or returns from the investment. The reporting and payment of any such applicable taxes are solely User's own responsibility.

 

PRIVACY

Please read CROLY’s Privacy Policy, which is hereby incorporated into these Terms by reference, for information relating to our collection, use and disclosure of your personal information.

 

LIMITATION ON LIABILITY

CROLY (INCLUDING ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS OR LICENSORS) IS IN NO EVENT LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR THE SERVICE OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SITE, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

 

Further, in no event shall CROLY be liable to: a) any untrue or incomplete information submitted by Users, including but not limited to Personal information submitted on registration or information submitted by the Borrower in the loan Application to Investors; b) any consequences from User's failure to comply with or User's intentional breach of the Conditions set herein, the loan Agreement or any other document or the law; c) any User's deceitful behavior; d) legal bindingness, scope, content, suitability and enforceability of contracts and other legal documents used in the Portal, including those used for the carrying out of transactions through the Portal; e) bugs in the Portal or disruptions in the Portal's work; f) any changes or amendments made in the Portal; g) the consequences of termination of the operation of the Portal, Services or CROLY; or h) the correctness or completeness of the financial prognosis or data Published on the Portal.

 

USING THE PORTAL AND MAKING TRANSFERS VIA THE PORTAL IS THE SOLE RESPONSIBILITY OF THE USER, INCLUDING ALL THE CONSEQUENCES OF SUCH ACTIONS.

 

For jurisdictions that do not allow CROLY to limit its liability: Notwithstanding any provision of the Terms, for Users in a jurisdiction that has provisions specific to waiver or liability that conflict with the foregoing, then CROLY's liability is limited to the smallest extent possible by law.

 

NO WARRANTIES

THE SERVICES, THE PORTAL, THE MATERIALS, USER CONTENT, AND ANY OTHER INFORMATION AND MATERIALS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE PORTAL OR THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WHEN AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, CROLY DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CROLY MAKES NO REPRESENTATION OR WARRANTY (A) WITH RESPECT TO THE MERITS AND RISKS OF ANY TRANSACTIONS MADE BY OR THROUGH THE PORTAL OR THE SERVICES, OR (B) THAT USE OF THE SERVICES AND PORTAL WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

 

INDEMNITY

You agree to defend, indemnify and hold CROLY, its subsidiaries and affiliates, and their directors, officers, agents, contractors, employees and representatives, harmless from and against any and all claims, causes of action, obligations, losses, liabilities, demands, damages, costs or debt, and expenses, including reasonable attorney's fees and costs, and all amounts paid in settlement arising out of or in connection with your use of the Service or the Portal, your conduct in connection with the Service or the Portal or with other Users of the Service or the Portal, or any violation of these Terms or of any law or the rights of any third party.

 

This means that you cannot sue CROLY, its affiliates, subsidiaries, directors, officers, employees, agents, partners, contractors, representatives and licensors as a result of its decision to remove or refuse to process any information or content, to warn you, to suspend or terminate your access to the Portal and Services, or to take any other action during the investigation of a suspected violation or as a result of CROLY’s conclusion that a violation of these Terms have occurred. This waiver and indemnity provision applies to all violations described in or contemplated by these Terms. This obligation shall survive the termination or expiration of these Terms and/or your use of the Portal. You acknowledge that you are responsible for all use of the Portal and Services using your account, and that these Terms apply to any and all usage of your account. You agree to comply with this agreement and to defend, indemnify and hold harmless CROLY from and against any and all claims and demands arising from usage of your account, whether or not such usage is expressly authorized by you.

 

CROLY reserves the right to assume the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with CROLY in the defense of any such claim, action, settlement or compromise negotiations, as requested by CROLY.

 

ASSIGNMENT

The Terms, and any rights, obligations or licenses granted hereunder, may not be transferred or assigned by any User, but may be assigned or delegated by CROLY without restriction or consent.

 

TERMINATION

CROLY has the right to modify, replace, refuse access to, suspend, or discontinue its Portal or Services, partially or entirely. We further reserve the right to withhold, remove or discard any content available as part of the Portal or Services provided, with or without notice.

 

CROLY may terminate these Terms and your right to use the Services or the Portal at any time and for any reason without notice. Upon termination or expiration of these Terms, CROLY may remove and discard any and all materials or User content on the Portal, and such materials and content may no longer be accessible by you. CROLY will have no obligation to maintain any such information in its databases or to forward any such information to you or any third party. You agree that CROLY will not be liable to you or any third party for any such termination except as described in these Terms.

 

User accounts in the Portal are opened without term. CROLY may at its own discretion, limit or cancel a User’s right to use the Portal and close a User account as well as to terminate an agreement concluded with a User at any time without justification and without advance notice if:

1) The User violates or has violated the Terms or any other User obligations;

2) The User does not accept new Terms after they have been published in the Portal;

3) The User behaves upon using the Portal in bad faith, without dignity, illegally or in contradiction with the moral standards recognized in the society;

4) There may be a suspicion that third parties have gained possession of the data and/or devices allowing access to the User’s account or the user account could be used by an unauthorized person.

 

Users may request termination of their user accounts only if the User is not a part of any ongoing loan agreement, has no monetary claims against any other User and has no withstanding financial obligations towards CROLY or any other User.

 

CROLY shall have the right to close the Portal. Upon closing the Portal:

1) The transactions made through the Portal shall remain in force under the Terms set forth therein;
2) The settlements arising from transactions made between the respective User and other Users shall thereafter take place through the bank accounts of the respective User and other Users on the basis of the payment orders given by such Users. After the expiry of the right to use the Portal, CROLY shall not be responsible for making or receiving payments on behalf of the Users. CROLY shall inform the Users who have valid transactions made through the Portal with a User who no longer has the right to use the Portal of the expiry of the respective User’s right to use the Portal;
3) CROLY shall pay the positive balance registered in the User's Virtual Account (as of the moment of expiry of the right to use the Portal), deducting the sums payable to CROLY, to the User's bank account provided by the User according to these Terms within 10 (ten) working days from the expiry of the right to use the Portal.

 

Termination of the Portal does not affect the validity of the loan documents already entered into (unless otherwise stated in the loan contract). In case of termination, all withstanding loan Agreements together with all relevant information about the parties of the loan agreements, including their contact and bank account details, or any other information related to the loan agreements, shall be transferred to a third party appointed by CROLY.

 

NOTIFICATION PROCEDURES

CROLY may contact and send notifications or important information related to the use of the Portal or the Services, including legal documents, to Users using the email address or other contact information provided to the Portal by the User at registration or any other contact information recorded by the User in the Portal after the registration. Notices are deemed as received by the addressee upon the elapsing of 24 hours after dispatching of the relevant notice.

 

OTHER CONDITIONS

The Republic of Estonia is deemed as the place of performance of the obligations arising from the Terms and loan documents. These Terms and other circumstances, actions and transactions relating to the use of the Portal or issues not regulated in these Terms are governed by the legislation of the Republic of Estonia. If any clause of the Terms proves to be void due to contradicting the law, it shall not influence the validity of other clauses.

 

Disagreements and disputes arising from the fulfillment of the Terms or relating to the use of the Portal will be settled through negotiations. CROLY will retain the unilateral right to establish a procedure for extrajudicial settling of disputes. If settling of disagreements through negotiations is impossible, the dispute will be settled in a county court as the first instance in the Republic of Estonia, if not otherwise stated in these Terms or any loan document.

 

CONTACT US

For questions, problems or other concerns please contact us by email at info@croly.eu

 

Last updated on May 10, 2017