Terms and Conditions
1.1 "Financing Amount" refers to the amount provided by Akos Technologies Inc. to the User for the purpose of financing purchase orders, as determined in accordance with the terms of this Agreement. The Financing Amount shall be considered a loan extended by Akos Technologies Inc. to the User.
1.2 "Purchase Order" means a written purchase order issued by the User’s customer to be fulfilled by the User.
2.1 Akos Technologies Inc. agrees to provide financing to the User based on the Purchase Orders submitted by the User and subject to the terms and conditions set forth in this Agreement.
2.2 The User acknowledges and agrees that the Financing Amount provided by Akos Technologies Inc. shall be considered a loan, and the User shall be responsible for the repayment of the Financing Amount plus accrued interest in accordance with the terms outlined in this Agreement.
Repayment and Payment Plan
3.1 User shall repay the Financing Amount plus accrued interest at the due date agreed upon and indicated on the Akos platform.
3.2 In the event that the User fails to pay the outstanding balance by the due date, the following provisions shall apply:
3.2.1 Past Due Notification: Akos Technologies Inc. shall provide a written notification to the User informing them of the overdue payment and requesting immediate payment within a specified timeframe.
3.2.2 Late Payment Charges: In addition to the principal amount and accrued interest, the User shall be liable to pay late payment charges as specified in the payment plan or as determined by Akos Technologies Inc.
3.2.3 Revised Payment Plan: If the User fails to make the required payment within the specified timeframe, Akos Technologies Inc. may, at its discretion, revise the payment plan by extending the payment period or modifying the payment terms. Any such revisions shall be communicated to the User in writing.
4.1 Any outstanding balance shall be paid as per the payment methods that are acceptable to Akos and integrated with the User's Account (external account linked via Plaid).
4.2 User grants Akos the right to debit or ACH the amount of the outstanding balance, plus other amounts due under this Agreement, from User's Bank Account(s) as per the Direct Debit Consent.
4.3 User agrees to maintain sufficient funds in their Bank Account to cover the ACH transactions hereunder.
Default and Remedies
5.1 Default Event: In the event that the User and their customer fail to pay the outstanding balance indicated on the purchase order financing terms by the timeline specified on the purchase order form, the User shall be deemed in default under this Agreement.
5.2 Remedies: Upon default, Akos Technologies Inc. shall have the following remedies:
5.2.1 Acceleration of Payment: Akos Technologies Inc. may declare the entire outstanding principal balance, along with any accrued interest, immediately due and payable.
5.2.2 Legal Action: Akos Technologies Inc. may exercise any rights and remedies available to it under applicable law or equity, including but not limited to pursuing legal action to recover the outstanding amount.
5.3 Cost Recovery: The User shall be responsible for all costs, including reasonable attorney's fees and collection fees, incurred by Akos Technologies Inc. in enforcing its rights under this Agreement.
5.4 Preservation of Rights: Any exercise by Akos Technologies Inc. of its rights or remedies under this default provision shall be without prejudice to any other rights or remedies available to Akos Technologies Inc. under this Agreement or at law.
6.1 In the event of default, Akos Technologies Inc. shall have the right to enforce the security interest and may take any action permitted by law to satisfy the outstanding amounts, including but not limited to seizing and selling the financed asset(s).
6.2 The proceeds from the sale of the assets subject to the security interest shall be applied towards the satisfaction of the outstanding amounts, including the principal balance, accrued interest, and any associated costs and fees.
6.3 The User agrees to execute all documents necessary to perfect and maintain the security interest, including but not limited to financing statements under the Uniform Commercial Code.
6.4 The User shall not take any action that would impair the value or enforceability of the security interest without the prior written consent of Akos Technologies Inc.
Representations and Warranties
7.1 The User represents and warrants that:
7.1.1 The information provided to Akos Technologies Inc. for the purpose of obtaining financing is true, accurate, and complete.
7.1.2 The User has full power and authority to enter into this Agreement and to perform its obligations hereunder.
7.1.3 The User is the lawful owner of the Purchase Orders and has the right to sell the goods or services specified therein.
7.1.4 The Purchase Orders represent bona fide transactions and are not subject to any dispute, offset, or counterclaim.
7.1.5 The User has complied with all applicable laws and regulations in connection with the Purchase Orders.
7.2 Akos Technologies Inc. makes no representations or warranties, express or implied, regarding the availability, suitability, or fitness for a particular purpose of the financing provided under the Financing Agreement.
8.1 Pursuant to any sanctions imposed by the United States of America, Akos Technologies Inc. shall not examine, accept, reject, discount, or otherwise handle or deal with any documents, shipments, goods, payments, and/or transactions that may relate, whether directly or indirectly, to any sanctioned countries, persons, and/or parties. Accordingly, any presentation that may violate any of the sanctions and/or applicable laws giving effect to the same may be rejected at Akos Technologies Inc.'s sole discretion without any liability whatsoever on Akos Technologies Inc.'s part.
9.1 Each party agrees that all information concerning the other party which comes into its possession during the term of this Agreement shall be maintained as confidential and shall not be used or divulged to any other party except as necessary to permit the activities contemplated under this Agreement or as required by law.
10.1 Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be governed by the laws of the state of California. The arbitration will be based on the submission of documents, and there shall be no in-person or oral hearing. The parties agree that the arbitrator's decision shall be final and binding, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
No Third-Party Beneficiaries
11.1 This Agreement is for the exclusive benefit of the parties hereto and shall not be deemed to give any legal or equitable right, remedy, or claim whatsoever to any other person.
12.1 The enforcement of this Agreement is solely at the parties' discretion, and failure to enforce the Agreement in some instances does not constitute a waiver of the right to enforce it in other instances.
13.1 Each party acknowledges that this Agreement was drafted jointly by the parties and shall be construed neither against nor in favour of either party.
Severability and Assignment
14.1 If any provision of this Agreement is held by any court to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect.
14.2 Assignment: The User may not assign this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of Akos Technologies Inc.