28-11-23 Trading Terms

Trading Terms

Version

28 Nov 2023

Please read these Trading Terms carefully. By clicking on the “I Accept” button in connection with your enrollment as a User (defined below) you are affirmatively consenting to enter into and be legally bound by these Trading Terms, which govern your access to Xclaim’s online marketplace platform (the “Marketplace”) and all trading activity contemplated herein. These Trading Terms may be amended from time to time and shall remain in effect unless terminated or suspended in Xclaim’s sole discretion.

1. Definitions

1.1. “Affiliate” means, as to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or under common control with the specified Person. As used herein, “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise Voting Power, by contract or otherwise and “controlling” and “controlled” shall have meanings correlative thereto.

1.2. “Auctioneer” means any Person that is engaged in or advertises or otherwise holds itself out as being available to engage in, the calling for, the recognition of, and the acceptance of, offers for the purchase of goods at an auction.

1.3. “Bankruptcy Case” means any proceeding commenced by or against any obligor, under any provision of the Bankruptcy Code or under any other federal or state bankruptcy or insolvency law, and all converted or succeeding cases in respect thereof.

1.4. “Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. § 101, et seq.

1.5. “Bankruptcy Court” means any of the U.S. bankruptcy courts to which Bankruptcy Cases are referred under 28 U.S.C. § 157(a), or any other court of the United States before which a Bankruptcy Case is pending.

1.6. “Bid” means a Buyer’s Offer to purchase a Claim from a Creditor. A Bid includes a Purchase Price and a Purchase Agreement.

1.7. “Broker Dealer” means any Person that is in the business of buying and selling “securities” as defined by federal or state Law on behalf of its customers or its own account or both.

1.8. “Buyer” means any Person seeking to purchase or acquire a Claim or any portion or interest therein utilizing the Marketplace.

1.9. “Claim” means any right to payment against a Debtor, as more particularly defined in section 101(5) of the Bankruptcy Code, as may be listed on a Debtor’s schedules of liabilities filed with the Bankruptcy Court and/or in a Proof of Claim filed with the Bankruptcy Court in a Debtor’s Bankruptcy Case.

1.10. “Claim Face Amount” means the total dollar amount claimed that is set forth with respect to a Claim, whether or not such total dollar amount is disputed, contingent, or the subject of an unresolved objection.

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1.43. “you” as used herein refers to the Person presented with these Trading Terms, which may be in a capacity as a User, Creditor or Buyer.

2. Mutual Assent to be Legally Bound by These Trading Terms.

2.1. Binding Agreement. These Trading Terms constitute a legally binding agreement between you and XCLAIM governing any access to the Marketplace, in order for you to carry out any of the permissible trading actions set forth in Section 6 hereof.

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17. Privacy.

17.1. Our collection and use of personal information (“Personal Information”) in connection with your access to and use of the Marketplace as a public website is described in the Privacy Policy.

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19. General.

19.1. Assignability. XCLAIM may assign its rights and novate or transfer obligations which arise under these Trading Terms. No Users may assign, novate or otherwise transfer their rights or obligations under these Trading Terms, absent prior written consent from XCLAIM.

19.2. Entire Agreement. These Trading Terms supersede all prior representations, arrangements, understandings and agreements between the parties relating to the subject matter hereof. These Trading Terms set forth the entire and exclusive agreement and understanding between the parties relating to the subject matter hereof.

19.3. Governing Law. These Trading Terms shall be governed by New York Law, excluding choice-of-law rules. It is agreed that any proceeding arising out of or based upon these Trading Terms shall be submitted to binding arbitration pursuant to Section 16.1 hereof.