Terms - C2FO

Terms and Conditions

Last Updated: February 2026 C2FO – Supplier Terms and Conditions

By registering as a user of the Site or the Service, you, as an authorized representative of the company you represent (“ You”), represent and warrant that you are accessing the Service on behalf of the company’s or companies’ information you provided during the registration process (together with such company’s subsidiaries and immediate parent company, “ Supplier”).

You hereby represent and warrant that you have the authority to legally bind Supplier, and that you are duly authorized to enter into this Agreement on behalf of Supplier. The Service is provided to Supplier at the website www.C2FO.com(the “ Site”). The Site, the Service and any other services provided by Pollen, Inc. and its Affiliates (together “ C2FO”) related to the Site, or the Service are intended for use only by Supplier and its Authorized Users.

Access to and use of the Services by Supplier and its Authorized Users is conditioned upon acceptance of this Agreement. By logging in, using the service or clicking the “ I AGREE” button below, you accept and consent to be bound by the then-current terms of use on behalf of Supplier (the “ Agreement”) and further represent and warrant that this Agreement creates a binding contract between C2FO and Supplier.

C2FO may make changes to this Agreement from time to time. If C2FO does this, C2FO will post the changed Agreement on the Site and will indicate at the top of this page the date the Agreement was last revised. C2FO may also communicate these changes through email to the address you provided when registering. Supplier understands and agrees that your failure to opt-out of the revised Agreement after notification thereof after we have made any such changes constitutes your acceptance of the new Agreement. Furthermore, even if you opt-out after notice, your continued use of or registration with the Site and Services after we have made any such changes constitutes your acceptance of the new Agreement.

  1. DEFINITIONS.

1.1 “Accelerated Payment” means any payment to Authorized Supplier by (i) Buyer or (ii) a Funder, of a reduced amount from the Face Value of an Approved Invoice as a result of Authorized Supplier agreeing a discount to the face value of an Approved Invoice in exchange for payment before the due date of the Approved Invoice. Any Accelerated Payment shall be documented in an Award File.

1.2 “Accelerated Invoice” means each Approved Invoice for which an Accelerated Payment is made to an Authorized Supplier.

1.3 “Affiliate” means, with respect to a Party, any corporation or other entity that controls, is controlled by or is under common control with, such Party.

1.4“ Approved Invoice” means an invoice issued by Authorized Supplier, validated and approved for payment by the relevant Buyer and confirmed to C2FO by the Buyer, for the purposes of the Services, as eligible for Accelerated Payment.

1.5 “Authorized Supplier” means a third-party supplier to Buyer who: (i) is authorized by Buyer to use the Service and access the Buyer marketplace; and (ii) has agreed to all terms and conditions, including this Agreement, allowing usage of the Service.

1.6 “Authorized User” means a user who is authorized by Supplier to access and use the Service on behalf of Supplier.

1.7 “Award File” means an electronic file or data feed of awarded Accelerated Payment offers from Authorized Suppliers to a Buyer (whether the Accelerated Payment will be paid directly by Buyer or through a Funder) to accelerate payment of Approved Invoices, which may result in discounts to the Face Value of such invoices.

1.8 “Buyer” means a party that has contracted with C2FO for purposes of processing Approved Invoices from Authorized Supplier through the Service.

1.9“ C2FO Information” means all non-public information provided by C2FO to Supplier or obtained by Supplier through the Services, including, without limitation, trade secrets and confidential and proprietary information of C2FO and any of its Affiliates relating to itself, its Affiliates, their existing or reasonably foreseeable business, whether commercial, financial, technical or otherwise, pricing models, hardware configuration, computer programs, software (including source and object code), algorithms, know how regulatory information, transaction structures, agreements with third parties, services, customers and existing and potential customer lists.

1.10 “C2FO Market Clearing” means the time identified on the Site at which the working capital market closes, and the early payment award status is confirmed during each local business day.

2. SERVICE

2.1 Types of Services offered by C2FO through this Agreement.

2.1.1 Dynamic Discounting (“DD Program”)

The DD Program is operated by C2FO and enabled by the C2FO Platform for the Accelerated Payment by Buyer to Authorized Supplier of Approved Invoices prior to their original due date when a discount to the Face Value is offered to the Buyer.

2.1.2 Dynamic Supplier Financing (“DSF Program”)

The DSF Program operated by C2FO is enabled by the C2FO Platform for the Accelerated Payment by Funder to Authorized Supplier of Approved Invoices prior to their original due date when a discount to the Face Value is offered by the Authorized Supplier.

3. SCOPE, AVAILABILITY AND MODIFICATIONS

3.1 Scope of Service. The Service is intended to enable an Authorized Supplier to accelerate payment of an Approved Invoice. C2FO acts solely as provider of the C2FO Platform. C2FO does not act for or represent in any way Authorized Suppliers, any Buyers nor any Funder. C2FO is not a party to, third-party beneficiary of, or a guarantor of performance with respect to any Accelerated Payment, nor any other transaction, agreement or arrangement concluded between Authorized Supplier and any Buyer and/or Funder using the Service.

4. DYNAMIC DISCOUNTING

4.1 General DD Program Provisions: Supplier acknowledges and agrees that the effect of using the DD Program results in a Buyer making an Accelerated Payment to Supplier. By agreeing to the Accelerated Payment, Supplier agrees to accept the Accelerated Payment as full and final settlement of any Accelerated Invoice that is subject to an Accelerated Payment and thereby satisfying in full any amount due and payable by Buyer pursuant to that Accelerated Invoice.

  1. DYNAMIC SUPPLIER FINANCE

5.1 General DSF Program Provisions and Acknowledgements

5.1.1 Early Payment by Funder. If an Accelerated Payment is made by way of an “Early Payment” by Funder, then immediately upon Funder’s making of the Accelerated Payment to Supplier, Supplier shall cease to have any rights to receive (and Supplier shall not seek) payment from the Buyer in respect of the Accelerated Invoice.

6. PROPRIETARY RIGHTS

6.1 Technology. All title, right, and interest in and to the C2FO Platform, the Software, and the Service, as well as all Intellectual Property Rights pertaining thereto or to C2FO, in whole or in part, shall vest with and remain the exclusive property of C2FO and its third-party licensors.

7. CONFIDENTIALITY AND DATA PROTECTION

7.1 Nondisclosure of Confidential Information. Each Party shall retain the other Party’s Confidential Information in the strictest confidence (i.e., on a need-to-know basis) and shall not disclose such Confidential Information to any third party provided that C2FO may share such Confidential Information with the Funder as necessary for the Funder to evaluate, make and collect Accelerated Payments.

8. TERM AND TERMINATION

8.1 Term. This Agreement shall become effective on the date Supplier or any Authorized User first registers on the Site and agrees to these terms and shall continue in force so long as the Service is being provided by C2FO to Supplier or so long as Supplier is registered with the Service, whichever is longer.

9. INDEMNIFICATION

9.1 Supplier shall indemnify, defend and hold harmless C2FO, and any Funder in respect of a DSF Program, and each of their respective directors, officers, members, managers and employees from and against all claims, actions, liabilities, losses, expenses, damages and costs (including reasonable legal and other fees), that may at any time be incurred by reason of claim from any third party arising out of or relating to a breach of this Agreement by Supplier.

10. DISCLAIMER; WARRANTY; LIMITATION OF LIABILITY

10.1 Disclaimer. To the maximum extent allowed by law and except as unambiguously and expressly set forth in this Agreement, the Services are provided “as is” and C2FO specifically excludes and disclaims all implied warranties, conditions and representations connected with, related to or arising out of this Agreement.

11. GENERAL

11.1 Compliance. Supplier agrees that: (i) it will provide to C2FO any information in its possession related to an Authorized User who may be a Sanctioned Person; (ii) if C2FO determines in its commercially reasonable discretion that any Authorized User is a Sanctioned Person, C2FO may deactivate the Sanctioned Person as an Authorized User; (iii) Supplier shall comply with all relevant laws and regulations, anti-bribery/corruption, anti-money laundering and export control laws, and tax information reporting requirements applicable to this Agreement;

11.2 Notices. Any notice required or permitted under the terms of this Agreement shall be delivered by e-mail, in person, by fax, by overnight courier service, or by first class, registered or certified mail, postage prepaid.

11.3 Third Party Rights. Buyer and Funder and their successors and permitted assigns, as applicable, shall be deemed to be a third-party beneficiary of the terms of this Agreement as applicable and have the benefit of and be entitled to enforce the terms of this Agreement against Supplier.