LICENSE AGREEMENT
NOTICE TO ALL USERS: PLEASE READ THIS AGREEMENT CAREFULLY
In order to access and use the Platform you must be 18 years of age or older.
By selecting “I accept”, “ok”, “continue”, “yes” or simply by using the Platform in any way, you are
representing your complete understanding and acceptance of terms of this Agreement. So if Platform is
accessed through Creopay’s website, this Agreement will be accepted and a contract formed. If you do
not agree to these terms and conditions, do not access and make no use, of the Platform.
This License Agreement is a binding agreement between you (either an individual or a legal person) and
Creopay S.a.r.l. (“Creopay”) for using the Platform, which enables:
(a) Creopay’s customers (“Creopay’s Customers”) to improve the management of their accounts

receivables and enables alternative payment methods in order to collect their invoices, through a multi-
channel message, with an embedded payment link. The payment will be processed by a virtual POS,

even by installments, that will collect immediately the receivable amount;
(b) you to pay off your debt to Creopay’s Customer.
Through the link you received, by multi-channel message, you are offered multiple solutions and
payment sources, which can be also listed for scheduled installments, to carry out the payment in
favour of the Creopay’s Customer (i.e. pay off your debt), with no need of registration to the Platform.
You are only required to access the Platform, insert your credit card information and/or other financial
information and execute the payment (even by installments).
You do not bear any cost for the use of the Platform.
By using the Platform you acknowledge and agree Creopay does not engage in any action that may be
deemed a debt collection activity on behalf of its Customer. You further acknowledge and agree that
Creopay does not hold, receive or disburse funds on Creopay’s Customer behalf.
PLATFORM FEATURES
The Platform is developed on MongoDB®. The underlying technology SEDesk® by Blu5 Group
guarantees access confidentially only to authorized parties. The Platform encloses a custom relationship
management (CRM) implemented into a virtual POS. The Platform enables Creopay’s Customer to
send you a link by means of which you can pay the due amount in favor of the former (i.e. Creopay’s
Customer). Creopay outsources the e-mail transmission to its third-party partner, MailUp®, which
maps the e-mail address to the Creopay domain. Text messages are sent through Creopay’s third-party
partner, Twilio®. You are offered multiple solutions and payment sources, which can be registered for
scheduled installments (by means of payment source customized by token). The virtual POS registers
and classifies the occurred payment transactions in real-time, issues the receipt for you (sent by email)
and accounts the payment for Creopay’s Customer. Payment transactions are performed by the

payment system of Stripe®. For avoidance of doubt, Creopay partners with Stripe® for completely off-
Platform transactions, and Creopay does not receive, hold or manage any funds or receive any detailed

financial or other sensitive information from Creopay’s Customers or you, through the processing of
payment transactions. You acknowledge and agree that Creopay is neither a payment nor an electronic
money institution.
As stated above, the Platform involves the utilization of third-party partner’s services, licensed to use,
specified as follows: Red Hat® (cloud) MongoDB® (encrypted database), SEDesk® (user desktop
interface), MailUp® (e-mail messages), Twilio® (text messages). You acknowledge and agree that
Creopay reserves the right to change its primary third-party partners providers at any time, in its sole
discretion.
The Platform is protected by international copyright laws and international treaties. By using the
Platform, you agree to be bound by the terms of this Agreement.
CONDITIONS OF USE OF THE PLATFORM

Creopay, in accordance with the terms and conditions hereof, undertakes to provide you a limited, non-
exclusive license, for use of the Platform, which directly allows you to carry out a payment through a

SaaS (Software – AS – A – Service) application made available on the Internet.
By using the Platform, you undertake to follow the use instructions defined by Creopay.
The Platform is subject to a continuous development and Creopay reserves the right, at its sole
discretion, to update the Platform, modify or discontinue the service, some of the features without
prior notice to you. You acknowledge that Creopay has no obligation to maintain or update the
Platform.
GRANT AND TERMS OF LICENSE
The Platform is protected by copyright laws and international copyright treaties. Platform is licensed to
you, not sold. This agreement only gives you some rights to use the Platform. Creopay reserves all
rights. You may use Platform only as expressly permitted in this Agreement. Creopay hereby grants you
(and only you) the following non-exclusive, limited, non-assignable, non-transferable, non-sublicensable
and royalty-bearing license, to use the Platform.
You shall use the Platform strictly in accordance with the terms of this (license) Agreement and shall
not: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the
Platform; (b) make any modification, adaptation, improvement, enhancement, translation or derivative
work from the Platform; (c) violate any applicable laws, rules or regulations in connection with your
access or use of the Platform; (d) remove, alter or obscure any proprietary notice (including any notice
of copyright or trademark) of Creopay or its affiliates, partners, suppliers or the licensors of the
Platform; (e) use the Platform for any revenue generating endeavor, commercial enterprise, or other
purpose for which it is not designed or intended; (f) use the Platform for creating a product, service or
software that is, directly or indirectly, competitive with or in any way a substitute for any services,
product or software offered by Creopay; or (g) use any proprietary information or interfaces of
Creopay or other intellectual property of Creopay in the design, development, manufacture, licensing or
distribution of any applications, accessories or devices for use with the Platform.
You will have certain rights to use the Platform during the license period (i.e. the term of this
Agreement), which shall begin on the date of your acceptance of this Agreement and shall last until the
payment will be actually effected and you have received the receipt.
Creopay or its third-party have integrated or otherwise included third-party services or content, such as
the payment system of Stripe®. You acknowledge that also third-party terms and conditions apply to
your use of the Platform (due to use of such third-party services, including privacy policies). Therefore,
you must agree and comply with any applicable third-party terms when using Platform. The mere fact
that Platform integrates or otherwise includes third-party services or content does not constitute an
endorsement of Creopay by respective third parties.
Creopay may, in its sole and absolute discretion, at any time and for any reason (technical, regulatory or
even just economic convenience), suspend or terminate this Agreement and the rights afforded to you
hereunder, with a prior notice or even with a subsequent communication, even only published on the
Platform. Furthermore, if you fail to comply with any terms and conditions of this Agreement, then
this Agreement and any rights afforded to you hereunder shall terminate automatically, without any
notice or other action by Creopay. Upon the termination of this License, you shall cease all use of the
Platform.
COPYRIGHT – INTELLECTUAL PROPERTY
All rights, titles and interest in and to Platform and all copyright rights in and to Platform (including
but not limited to any code, images, photographs, logos, animations, video, audio, music, text, and
“applets” incorporated into Platform) and the accompanying materials are owned by Creopay, with the

understanding that rights, titles and interest in and to certain third-party software are owned by their
respective owners. As stated above, Platform is protected by copyright laws and international treaty
provisions. Therefore, you must treat Platform like any other copyrighted material. You shall not copy
or reproduce any materials accompanying Platform. You may not sub-license, rent, sell, lease or share
use of the Platform and/or rights licensed under this Agreement. You shall not reverse engineer,
recompile, disassemble, create derivative works, modify, translate, or make any attempt to discover the
source code for Platform.
“Creopay” and “Creopay” logos are trademarks of Creopay. All other trademarks used in the product
or in associated materials are the property of their respective owners.
LIMITED WARRANTY
You acknowledge and agree that the Platform is provided, free of any charge whatsoever, on an “as is’
and “as available” basis, and that your use of or reliance upon the Platform and any third-party content
and services accessed thereby, is at your sole risk and discretion. Creopay and its affiliates, partners,
suppliers and licensors hereby disclaim any and all representations, warranties and guarantees regarding
the Platform and third-party content and services, whether express, implied or statutory, and including,

without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-
infringement. Furthermore, to the maximum extent permitted by applicable law, Creopay and its

affiliates, partners, suppliers and licensors make no warranty that (i) the Platform or third-party content
and services will meet your requirements; (ii) the Platform or third-party content and services will be

uninterrupted, accurate, reliable, timely, secure or error-free and any errors in the Platform or third-
party content and services will be corrected; (iii) the quality of any products, services, information or

other material accessed or obtained by you through the Platform will be as represented or meet your
expectations; or (iv) that Platform or the server(s) it is hosted on, is free from viruses, bugs or other
harmful elements.
No advice or information, whether oral or written, obtained by you from Creopay or from the use of
the Platform shall create any representation, warranty or guaranty. Furthermore, you acknowledge that
Creopay have no obligation to correct any errors or otherwise support or maintain the Platform. Given
the changing nature of laws, rules and regulations, and the inherent hazards of electronic
communication, there may be delays, omissions or inaccuracies in the information, recommendation,
notices or communications generated by the Platform and/or issued by Creopay on behalf of
Creopay’s Customer.
You acknowledge and agree that Creopay’s Customer is solely responsible for dealing with you and for
accuracy and completeness of all information on which invoices or payment requests to you are based;
including, without limitation, your identity and your contact information, the transactions for which
you have been charged (i.e. invoiced) and any cost thereof, including applicable discounts and taxes, if
any. You further acknowledge and agree that Creopay is not responsible or liable, directly or indirectly,
for any damage or loss caused or alleged to be caused by or in connection with, invoices or payment
requests to you, available on or through the Platform.
You acknowledge and agree that payment transactions bear sole responsibility and liability of Stripe®
for completely off-Platform transactions. Therefore, as stated above, Creopay does not receive, hold or
manage any funds or receive any detailed financial or other sensitive information from Creopay’s
Customer or you, through the processing of payment transactions. You further acknowledge and agree
that Creopay is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged
to be caused by or in connection with use of or reliance on any such payment transactions available on
or through the Platform.
As stated above, the Platform involves also the utilization of other third-party partner’s services,
licensed to use, specified as follows: Red Hat® (cloud) MongoDB® (encrypted database), SEDesk® (user desktop interface), MailUp® (e-mail messages), Twilio® (text messages). You acknowledge and
agree that such third-party partner’s services bear sole responsibility and liability of the respective
owner. You further acknowledge and agree that Creopay is not responsible or liable, directly or
indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or
reliance on any such content, goods or services, available on or through the Platform.
If you are unhappy with any aspect of the Platform at any time, your sole and exclusive remedy is to
stop accessing and using the Platform.
DISCLAIMER OF DAMAGES
Anyone accessing, using, testing or evaluating Platform bears all risks related to the quality and
performance of Platform. To the maximum extent permitted by applicable law and also due to the fact
that Platform is provided you free of any charge whatsoever, on an “as is’ and “as available” basis, for
your access and use of the Platform in no event shall Creopay be liable for any damages of any kind,
including, without limitation, direct or indirect damages arising out of the access, use or performance of
Platform, even if Creopay has been advised of the existence or possibility of such damages.
DATA PRIVACY – ELECTRONIC COMMUNICATIONS
During term of this Agreement, Platform may process your data to carry out – for you – the payment in
favour of the Creopay’s Customer (i.e. pay off your debt), also by means of scheduled installments.
Creopay, in quality of data processor, does not use your personal data for any economic advantage or
other utility.
No registration to the Platform is requested. You hereby expressly acknowledge and agree that the
Creopay’s Customer is data controller of your personal data and in its data controller capacity bears full
and exclusive responsibility and liability for the collection, control and management, of your personal
data. You acknowledge and agree that Creopay may and will hold any of your personal data, in
accordance to the privacy policy of Creopay’s Customer. Creopay is so involved exclusively as a
processor of your personal data and represents that it will handle it exclusively for the performance of
the Platform. The terms and functions for the use of the Platform by the Creopay’s Customer
constitute instructions issued by Creopay’s Customer to Creopay, regarding processing to be performed
on your personal data. The Creopay’s Customer therefore remains responsible for submitting any
instruction to Creopay deemed to be appropriate. The purpose of processing your personal data is to
manage the tracking of (a) messages and invoices sent by the Creopay’s Customer by means of the
Platform and (b) payments made by you.
As a data processor, Creopay complies with applicable data protection laws. Creopay deployes the
appropriate technical and organizational measures to guarantee the security and integrity of your data.
Creopay notifies the Creopay’s Customer of any data breach as soon as possible, after it becomes aware
of this.
Creopay may send you notices and other communications about the payment/s you carry out by means
of the Platform, such as the receipt (“Communications”). Creopay will send you Communications (via
multi-channel messages, such as: email, sms, social media, ect.) on behalf of Creopay’s Customer. By
using the Platform, you consent to receive all Communications through these electronic means.
Any financial data or other sensitive information you provided for payment transactions will bear your
sole responsibility. In no event shall Creopay be liable for any inaccuracy or incompleteness of such
data or information.
GENERAL
The formation, interpretation and operation of this Agreement and any dispute or claim arising out of
or in connection with them (including non-contractual disputes or claims) are governed by and
construed in accordance with the laws of Luxembourg. 
Except as otherwise mandatorily provided by applicable law, you agree that the courts of the district of
Luxembourg have exclusive jurisdiction to hear and determine any disputes, claims, actions or
proceedings that may arise out of or in connection with this Agreement.
If you are a consumer living in a European Union country, you will benefit from any mandatory
provisions of the law of the country in which you are resident. Nothing in this Agreement, including
the paragraph above, affects your rights as a consumer or will diminish any rights you may have under
existing consumer protection legislation or other applicable laws in your jurisdiction that may not be
waived by this Agreement. Please be aware that the European Commission provides for an online
dispute resolution platform, which you can access at http://ec.europa.eu/consumers/odr/.
If any provision (or part of a provision) of this Agreement is found by a court of competent
jurisdiction or any other competent authority to be void, invalid or unenforceable, it shall be deemed to
be deleted from this Agreement and all other provisions of this Agreement remain in full force and
effect.
As stated above, this Agreement will terminate immediately without notice if you are in breach of any
of its terms and conditions.
The disclaimers, limitations and exclusions of liability, and indemnity provisions in this Agreement
survive indefinitely after expiry or termination of this Agreement for any reason whatsoever.
Upon expiry or termination of this Agreement for any reason whatsoever, you shall not be entitled to
gain compensation or indemnity from Creopay, as a result of the mere lapse of the licence and
therefore, of discontinuation of the Platform.
Creopay may revise terms of this Agreement at any time and the revised terms shall automatically apply
to access and use of the Platform.
This Agreement has been originally prepared in the English. Although Creopay can provide translated
versions of this Agreement for your convenience, the English language version of this Agreement will
be the governing version of this Agreement in the case of any conflict or discrepancy.
Notwithstanding that this Agreement has been prepared by Creopay, you confirm that this Agreement
constitutes the understanding of the parties and is intended to be construed in a manner that is
consistent with the subject matter and activities contemplated by, and the terms and conditions of the
Agreement. No rule of strict construction with respect to this Agreement shall be applied against either
party.
Luxembourg, 9 october 2020 Creopay Sàrl