General Terms of Use of the ClubFunding Platform (www.clubfunding.eu) and Associated Services

It is important to carefully read and understand these general terms of use of the CLUBFUNDING platform. By accepting these terms, you agree to comply with the following terms and conditions. If you do not agree with these terms and conditions and do not wish to comply with them, you should not accept them and will consequently be unable to benefit from the services offered by CLUBFUNDING.

1. PREAMBLE

(A) These general terms of use of the CLUBFUNDING Platform (hereinafter referred to as the "General Terms" or "GTU") describe the terms and conditions applicable to accessing the services offered on the CLUBFUNDING Platform.
(B) The CLUBFUNDING Platform is the exclusive property of CLUBFUNDING SAS with a capital of 125,000 euros, headquartered at 19 rue Cambacérès 75008 Paris, registered with the PARIS trade and companies register under number 807 764 980 (hereinafter referred to as "CLUBFUNDING"), registered with the Prudential Supervision and Resolution Authority (ACPR) under number 732445 as a Payment Services Agent of the electronic money institution Treezor, a simplified joint-stock company with a single shareholder with a capital of 4,492,802 euros, headquartered at 33 avenue Wagram in Paris (75017) France, registered under number 807 465 059 with the PARIS trade and companies register, acting as an electronic money institution and authorized by the ACPR under number 16798 (hereinafter "TREEZOR"). Information regarding CLUBFUNDING's status can be viewed online in the financial agents register (REGAFI : www.regafi.fr).
(C) CLUBFUNDING is a Crowdfunding Service Provider (CSP) authorized and regulated by the Financial Markets Authority (AMF) under number FP-2023-40. CLUBFUNDING's mission in this capacity is to allow individuals and/or entities to subscribe to debt securities or equity securities issued by companies. CLUBFUNDING will preselect offers of Debt Securities (bonds) or Equity Securities (shares) according to the selection policy listed on the CLUBFUNDING Platform, publish the selected offers on the CLUBFUNDING Platform, and make information available to Investors allowing them to make their investment decisions, as well as provide a subscription to the CLUBFUNDING Platform's newsletter. CLUBFUNDING will then ensure a "post-collection" mission consisting in particular of monitoring coupon payments and due reimbursements.
(D) These GTU are supplemented by a framework contract concluded between TREEZOR and companies (together the "Contract") allowing companies to open an euros account to benefit from payment services. By using the payment services, you expressly accept Treezor's general terms of use accessible at https://www.treezor.com/fr/cgu-conditions-generaledutilisation/ .

2. DEFINITIONS AND INTERPRETATION

2.1 Definitions

For the purposes of these terms, words and expressions with a capital letter will have the meaning given to them below:

Premature Collection Termination: refers to any definitive cessation of a Crowdfunding Offer initiated by the relevant Financed Company before the end of the Collection period that is not imposed by a legal or regulatory norm.
Custodian Institution: refers to the institution responsible for receiving the Subscribed Amounts, here TREEZOR.
CLUBFUNDING: refers to Clubfunding, a simplified joint-stock company headquartered at 19 rue Cambacérès 75008 Paris, registered with the Paris trade and companies register under number 807 764 980;
Collection: operation of collecting the funds needed to finance a Financed Company through the CLUBFUNDING Platform.
General Terms or GTU: refers to these general terms of use of the CLUBFUNDING Platform applicable to the Member / Investor, which can be viewed on the CLUBFUNDING Platform by any Internet user and to which this Internet user must adhere to become a Member / Investor.
Coupon: refers to the interest paid by the Financed Company to the holders of the Debt Securities.
Regulatory Document: for any Financed Company, all communication supports and documents communicated to the Member / Subscriber before the Subscription and presenting the Crowdfunding Offer, taking the form of the KIID.
Personal Data: refers to personal information that the Member / Investor has recorded when creating their Individualized Space when using the Services, as well as personal information collected automatically as part of the use of the Services or consultation of the CLUBFUNDING Platform, allowing them to be identified directly or indirectly.
Individualized Space: refers to the account (including the username and password chosen by the Member) and the personal space reserved for the Member / Investor after their registration on the CLUBFUNDING Platform containing up-to-date information on the Member / Investor and allowing access to the presentation of Financed Companies preselected by the CLUBFUNDING Platform for a potential subscription to the Debt Securities or Equity Securities issued by them.
FICI refers to the Key Investment Information Document as mentioned in Article 23 and Annex I of the European Regulation 2020/1503.
Force Majeure : refers to any fire, flood, natural elements or other natural disasters, declarations or progressions of hostilities, wars, riots or public disturbances, acts or omissions of the government or competent authorities, failures, blockages, breakdowns or variations of telecommunications installations or networks, or any other similar causes beyond the reasonable control of a party to a contract resulting in any failure or delay in the performance of its obligations under a contract.
Internet User: refers to any person who consults the public pages of the CLUBFUNDING Platform.
Investor: refers to a Member duly registered on the CLUBFUNDING Platform who has communicated to the Platform the information required to proceed with a Subscription.
Member: refers to an internet user duly registered on the CLUBFUNDING Platform who has accepted the platform's GTU and communicated to the Platform the information allowing them to access the restricted-access pages.
Maximum Collection Amount: refers to the maximum Collection amount of a Crowdfunding Offer as defined in the Regulatory Documentation.
Minimum Collection Amount: refers to the minimum Collection amount conditioning the definitive realization of a Crowdfunding Offer as defined in the Regulatory Documentation.
Minimum Collection Amount: refers to the minimum Collection amount conditioning the definitive realization of a Crowdfunding Offer as defined in the Regulatory Documentation.
Crowdfunding Offer: refers to the crowdfunding offer presented by a Financed Company.
Party: refers to CLUBFUNDING and/or any Member and/or any Investor.
Collection Period: refers to the subscription period, including any extensions decided by the Financed Company, during which the Investor can subscribe to a Crowdfunding Offer.
CLUBFUNDING Platform: refers to the CLUBFUNDING Platform accessible at www.clubfunding.eu or any other electronic platform made available to the Subscriber by CLUBFUNDING to complete the Subscription and the Subscribed Amount.
Project Owner: refers to one or more directors, shareholders, or managers of a growing company seeking financing in the form of securities.
Project: refers to one or more projects presented by the Project Owner in the form of a file comprising all the necessary documents for its study and justifying the recourse to Crowdfunding;
Risk Questionnaire: refers to the standard warning and questions related to the risks inherent in Crowdfunding Offers that any Internet user must answer to obtain Member status.
Services: refers to the activity of Crowdfunding Service Provider (CSP) of CLUBFUNDING consisting of connecting Project Owners and investors via the CLUBFUNDING Platform.
Site : refers to the website operated by CLUBFUNDING at the address www.clubfunding.eu.
Financed Company: refers to a company presenting a Crowdfunding Offer after selection by the CLUBFUNDING Platform.
Subscriber: refers to an Internet user who has the status of Investor.

2.2 Interpretation

Unless expressly stated otherwise in these GTU:

The terms "hereinafter," "hereinabove," and similar expressions refer to these GTU considered as a whole and not just to the clause in which these terms are used;
The terms "days," "months," and "years" refer to calendar days, months, and years respectively;
Any reference to a term defined in the singular includes the plural of that term and vice versa;
Any reference to a document or legislative or regulatory provision refers to that document or provision as it may be amended or replaced in the future;
The titles of the articles in these GTU are for reference purposes only and have no contractual or interpretative value.

3. DEFINITIONS AND INTERPRETATION

The purpose of the GTU is to define:

The terms "hereinafter," "hereinabove," and similar expressions refer to these GTU considered as a whole and not just to the clause in which these terms are used;
The terms "days," "months," and "years" refer to calendar days, months, and years respectively;
Any reference to a term defined in the singular includes the plural of that term and vice versa;

The Member / Investor declares having read and expressly and unconditionally accepted the GTU in force on the day of access to the CLUBFUNDING Platform.

4. ACCESS TO THE CLUBFUNDING PLATFORM

CLUBFUNDING has developed and implemented the CLUBFUNDING Platform that acts as the interface between the Investor and the Project Owners.

4.1 Access to Public Pages

The following information will be viewable and/or downloadable on the public pages of the CLUBFUNDING Platform:

the General Terms of the CLUBFUNDING Platform;
the criteria and procedure for selecting Financed Companies;
the fees charged by CLUBFUNDING;
the presentation of the CLUBFUNDING Platform, indicating its contact details, the identity of the professional association to which CLUBFUNDING belongs, and its REGAFI and/or ORIAS number;
a brief presentation of ongoing Crowdfunding Offers (logo and name of the issuer, city of the headquarters, brief description of its activity, amount sought, subscription closing date, and number of days remaining).

The detailed presentation of Crowdfunding Offers will only be accessible on the restricted-access pages of the Platform.

4.2 Access to Restricted-Access Pages – Access to Services

4.1.1 Member Registration – Access to Restricted-Access Pages

CLUBFUNDING is required to restrict access to certain information presented on the CLUBFUNDING Platform, particularly the detailed presentation of various Crowdfunding Offers. This information is found on web pages called "restricted-access," to which only Members and Investors have access.

Any Member must be an individual at least 18 years old on the date of their registration on the CLUBFUNDING Platform, with full legal capacity under the law applicable to them.

To become a Member, the Internet user must register on the CLUBFUNDING Platform and complete each of the following steps: 1.The Internet user must fill in all mandatory fields in the access form available on the CLUBFUNDING Platform, namely their personal details (name, first name, email address); 2. They may accept the General Terms after having had the opportunity to review them by viewing and/or receiving them by email, printing, or downloading. 3. After validation, the Internet user is redirected to a page of the CLUBFUNDING Platform, containing the Risk Questionnaire, allowing them to be aware of the general risks inherent in the proposed investments (capital loss, illiquidity, etc.) and expressly accept them.

**If the Internet user does not provide the required information or does not accept the risks, they will not obtain Member status, and CLUBFUNDING will not grant them access to the restricted-access pages. In this case, the Internet user will not have the option to return to the Risk Questionnaire page for 24 hours, allowing them to be informed of the specific risks associated with investing in unlisted securities and, more broadly, with business financing. After this period, the Internet user will again have the opportunity to complete the registration procedure described above. **When the Internet user provides the required information and accepts the risks indicated in the Risk Questionnaire, they obtain Member status. The CLUBFUNDING Platform then informs the Member that they can now access the restricted-access pages.

The Member is notified by the CLUBFUNDING Platform that they must validate their Subscriber status and complete a suitability test before the first Subscription.

4.1.2 Investor Registration – Access to Restricted-Access Pages – Suitability Test

Any Investor must first be a Member.

In accordance with Article 21 of Regulation 2020/1503, CLUBFUNDING will carry out a suitability test before the Member's first investment, consisting of verifying the consistency between the future Investor's profile and the Crowdfunding Offers available on the CLUBFUNDING Platform. In the case of apparent inconsistency, additional information may be requested from the Member by the CLUBFUNDING Platform, by email or phone.

To become an Investor, the Member, whether an individual or a legal entity, must request it on the CLUBFUNDING Platform by completing each of the following steps:

Fill out the suitability test questionnaire (income, assets, knowledge, investment experience, investment objectives, etc.), allowing the CLUBFUNDING Platform to verify the suitability of the investor's profile with the type of risk presented by the Crowdfunding Offers. The suitability test will be renewed each year or earlier if the CLUBFUNDING Platform is informed by the Member of a change in their family situation, asset situation, financial situation, or investment objectives, to the extent that these changes would significantly modify the results of their last suitability test.
Provide additional information about their identity (e.g., date of birth, address, tax residence, company registration number, etc.).
Submit, either electronically (via the CLUBFUNDING Platform interface) or by mail, the requested supporting documents on the CLUBFUNDING Platform, namely: ** For an individual: a copy of a valid ID, a copy of a proof of address less than one year old, IBAN of a bank account in the Member's name opened in a credit institution located in an EU member country. ** For a legal entity: an extract from the commercial register less than 3 months old, the latest balance sheet and profit and loss statement if applicable, certified statutes, power of attorney, and a copy of a valid ID of the legal representative, IBAN of a bank account in the Member's name opened in a credit institution located in an EU member country. Once this information is collected, CLUBFUNDING or a service provider designated by CLUBFUNDING will proceed:

To perform standard checks related to the Member's identification, particularly in compliance with anti-money laundering and anti-terrorism financing obligations; To validate the suitability of the Member's profile with the Crowdfunding Offers. When all the above steps have been completed by the Member and validated by the CLUBFUNDING Platform, the latter will notify the Member of the confirmation or invalidation of the Subscriber status. This notification will be made, as far as possible, within 24 business hours from the day all the information listed above has been communicated to the CLUBFUNDING Platform.

CLUBFUNDING cannot verify the accuracy of the information provided by the Member on their profile and will therefore presume it to be correct.

The Investor will have access to the Services of the Platform as well as the restricted-access pages.

4.1.3 Access to Crowdfunding Offers Presentation by Members

After completing the steps listed in 4.2.1, the Member will enter their email address as an identifier ("login") associated with the password they have chosen; these two elements will be strictly personal and confidential and should not be shared or disclosed to third parties. They will allow connection to the Individualized Space dedicated to each Member.

After identification, the Member will have access to a detailed presentation of the Crowdfunding Offer for each Financed Company, including:

The details of the Crowdfunding Offer (name of the issuer and brief description of its activity, amount sought, subscription closing date, nominal amount, indication of the destination of the sums raised at the end of the offer, etc.),
The corporate name of the Financed Company will be indicated in the Crowdfunding Offer details. If the Financed Company does not agree to disclose this information, its name will be displayed as confidential in the Crowdfunding Offer details and will be indicated in the Regulatory Documentation and the issuance contract at the opening of the collection,
A detailed description of the Financed Company's activity and its prospects,
The business plan of the Financed Company,
Information about the directors, administrators, and shareholders/partners of the Financed Company,
The Regulatory Documentation.

This information is edited by each Financed Company under its own responsibility. According to regulations, CLUBFUNDING only performs a consistency, clarity (non-technical and unambiguous language), and balance check.

CLUBFUNDING supplements this information by integrating the following aspects into the Regulatory Documentation:

Procedures for collecting and transmitting subscription forms,
Rules applied in case of oversubscription,
Procedures for obtaining a description of the services provided to the Financed Company and related fees,
Risks inherent in subscribing to a Crowdfunding Offer.

All the Regulatory Documentation available on the CLUBFUNDING Platform will be downloadable, particularly in printable and non-modifiable versions. These documents will be numbered and dated at the bottom of the page and will always correspond to the latest version validated by the Financed Company.

A tab titled "Regulatory Information Document" present on each Crowdfunding Offer presentation page on the CLUBFUNDING Platform allows the Member to view and download the Regulatory Documentation related to the Crowdfunding Offer.

4.1.4 Completing a Subscription to a Crowdfunding Offer

4.1.4.1 Subscription Request

The possibility of making a Subscription to a Crowdfunding Offer is reserved for Investors. The process is, except for exceptions, fully dematerialized and framed by a secure environment with an electronic signature certificate.

The Subscription request is made by clicking on a dedicated icon appearing on the detailed presentation pages of the Crowdfunding Offers. This icon will only be accessible to Investors.

As soon as the Investor makes a Subscription request, an email containing a project summary and the KIID is automatically sent to the Subscriber by the CLUBFUNDING Platform to the address provided in their Individualized Space.

4.1.4.2 Placing the Subscription Order

The Subscription request automatically opens an order entry window.

This window contains the following elements:

The Investor can place a firm Subscription order for a number of Debt Securities or Equity Securities, or in euros corresponding to an integer number of Debt Securities or Equity Securities,
The Investor then specifies the origin of the funds related to the Subscribed Amount,
The Investor can check a box acknowledging having read the offer characteristics and having read the Key Investment Information Document,
The Investor can check a box to declare that their family, professional, patrimonial, or financial situation, as well as their investment objectives, are still as described in their last suitability test; otherwise, the Investor will be invited to contact the CLUBFUNDING Platform's "investor relations" team.

Subject to having placed an order and checked the aforementioned declaration boxes, the Investor can click on the "Continue" icon and proceed to the order confirmation step.

4.1.4.3 Confirming the Subscription Order

At the end of the order entry, a confirmation window opens with a summary of the Subscription order placed by the Investor presented as a subscription form.

The Investor has two options:

The possibility of canceling or modifying the Subscription order, in which case the Investor is automatically returned to the previous order entry screen;
The possibility of confirming the Subscription order:

By acknowledging, via the declarative boxes to be checked, that the order is irrevocable and authorizing the transfer of funds from the bank account recorded in their profile (exceptionally, a subscription by check will be possible, and the procedures will be specified by CLUBFUNDING to the requesting Investor);
By confirming their order by entering their password and clicking on the "Confirm" icon. The Investor then electronically signs a single SEPA direct debit mandate for an amount equal to the Subscribed Amount in favor of the dedicated account for the Crowdfunding Offer opened with the Custodian Institution in the name of the Financed Company.

The Investor who has confirmed their order receives a summary of their order with the date, time, number of securities, and amount in euros of their subscription. They can obtain a copy of their single SEPA direct debit mandate upon request.

According to Regulation 2020/15-03, an unsophisticated investor is informed that they have a four-calendar-day reflection period from their order or expression of interest. The unsophisticated investor can withdraw their investment offer or expression of interest for a Crowdfunding Offer without justification and without incurring penalties at any time during this period.

4.1.4.4 Modifying the Regulatory Documentation During Collection

If the Regulatory Documentation is modified between the beginning and the end of the Crowdfunding Offer, the CLUBFUNDING Platform will take the following steps.

Investors who have already made a Subscription will receive an email containing the modified Regulatory Documentation with the subject "Possible cancellation of your subscription due to a modification of the Crowdfunding Offer." The modified Regulatory Documentation will be labeled "modified information document."

The Investor will be reminded that they have the option to request the cancellation of their subscription and a full refund of the Subscribed Amount. If no cancellation request is made by

the Investor within a reasonable period specified in the preamble of the modified information document and reiterated in the information email, the Subscription order will be deemed confirmed.

4.1.5 End of Collection

As soon as the Minimum Collection Amount is reached, CLUBFUNDING will confirm the total amount of valid Subscriptions received at the end of the Collection Period based on the Subscription orders. Investors will be able to directly see the success of the Collection on the site and thus the allocation of Debt Securities or Equity Securities.

At the end of the Collection Period, if the Minimum Collection Amount is not reached, Investors will receive an email confirming the cancellation of their Subscription. The Subscribed Amounts will be refunded to Investors' bank accounts within 72 business hours by the Custodian Institution.

In the event of a Premature Collection Termination or Force Majeure cancellation of the Collection, all Subscription orders will be canceled, and, within 24 business hours, an information email will be sent to all affected Investors by the CLUBFUNDING Platform. The Subscribed Amounts will be refunded to Investors' bank accounts within 72 business hours following by the Custodian Institution.

If the Maximum Collection Amount is reached before the end of the Collection Period, online Subscription is automatically interrupted. No additional Subscription will be possible (except for computer errors).

CLUBFUNDING will then confirm, based on the Subscription orders, the total amount of valid Subscriptions received. The Financed Company will then confirm the early closure of the Collection Period. Investors will receive confirmation of the success of the Collection and thus the allocation of Debt Securities or Equity Securities.

CLUBFUNDING is duly mandated by the Subscriber to release the Custodian Institution from its obligation to hold the Subscribed Amount at the end of the Collection Period and instruct it to transfer the amount as follows:

If at the end of the Collection Period, the total amount of subscriptions and sums received by the Custodian Institution is greater than or equal to the Minimum Collection Amount, the Subscribed Amount (net of any commissions withheld by the Custodian Institution or by CLUBFUNDING) will be transferred to the Financed Company;
In the event of a Premature Collection Termination or if, at the end of the Collection Period, the total amount of subscriptions and sums received by the Custodian Institution is less than the Minimum Collection Amount, the Custodian Institution will refund the Subscriber the Subscribed Amount paid by the latter.

4.1.6 Post-Collection Monitoring

In the event of a successful Crowdfunding Offer, limited post-Collection monitoring of the Financed Company's activity will be carried out through the following means:

Representation of bondholders To best protect the interests of all Subscribers, CLUBFUNDING is designated as the representative of bondholders in the Debt Securities issuance contracts in the context of the Crowdfunding Offer.
Representation of Subscribers' interests To best protect the interests of all Subscribers, a system of representing the Subscriber's interests and those of CLUBFUNDING will be established under a joint interest mandate concluded between them, according to these General Terms (GTU), to centralize relations with the Financed Company through CLUBFUNDING and to allow the Financed Company to have a privileged interlocutor after the Collection.

By accepting the GTU, the Subscriber grants CLUBFUNDING a joint interest mandate to represent their interests with the Financed Company, particularly for monitoring Coupon payments and reimbursement(s) (including amicable collection in case of difficulty) and monitoring the Financed Company's financial situation. Consequently, and without renouncing their rights as a bondholder, the Subscriber will make their best efforts to submit their questions and potential claims to CLUBFUNDING and avoid directly contacting, if possible, the management of the Financed Company. CLUBFUNDING will then transmit questions and potential claims to the Financed Company and ensure communication with it.

Such a mandate does not imply the Subscriber's waiver of their right to participate in bondholders' meetings of the Financed Company.

The joint interest mandate is concluded in the Subscriber's interest and that of CLUBFUNDING as an intermediary. Consequently, this mandate can only be revoked by mutual consent of CLUBFUNDING and the Subscriber.

However, the mandate will be automatically revoked in the event of the Subscriber's sale of their securities to a third party.

It is expressly agreed between the Parties that CLUBFUNDING may use the services of any provider to carry out the general mission entrusted under this joint interest mandate.

4.1.7 CLUBFUNDING's Remuneration – Fees – Services for Financed Companies – Conflicts of Interests

The use of the Services is free of charge.

The post-Collection monitoring defined in Article 4.2.6 will not result in any payment to CLUBFUNDING from the Subscriber.

Furthermore, the Subscriber is informed and accepts that CLUBFUNDING is remunerated by each Financed Company for the services provided by CLUBFUNDING to its benefit, including evaluating the feasibility of a Crowdfunding Offer, preparing any necessary document, particularly the project as published on the CLUBFUNDING website at the launch of the issuance, monitoring the collection, and receiving Subscriptions. CLUBFUNDING will receive a structuring and collection commission of up to 5% (five percent) excluding tax of the amount actually collected, with a minimum of 2,500 (two thousand five hundred) euros, paid in a single installment by the Financed Company,as well as monitoring fees. The Subscriber has the option to request a more detailed description of the services provided to the Financed Company.

Notwithstanding the sums received by CLUBFUNDING from Financed Companies, CLUBFUNDING will act with loyalty and fairness in the best interests of the Investor.

CLUBFUNDING reminds that this remuneration received from the Financed Company aims, among other things, to allow CLUBFUNDING to perform checks on the consistency of the information provided to the Investor, ensure handling of subscription forms, and post-Collection monitoring, which improves the service provided to the Investor.

4.1.8 Custodian Institution

The transfer of Subscribed Amounts, receipt of Coupons, repayment of Debt Securities, and amounts due for Equity Securities will be made through the Custodian Institution.

5 OBLIGATIONS OF THE MEMBER / INVESTOR

The Member / Investor has, in general, the obligation to (i) comply with the access conditions to the CLUBFUNDING Platform, (ii) provide accurate and truthful data regarding their identity and profile, (iii) complete all mandatory forms and sign any mandatory agreements presented on the CLUBFUNDING Platform unless proceeding to immediately close their Individualized Space, (iv) behave loyally towards CLUBFUNDING and other Members or Investors, use the Services according to their intended purpose, (v) not make any commitment for a third party, and (vi) not disrupt or attempt to disrupt the operation of the CLUBFUNDING Platform.

In case of violation of the above rules or those stated below, CLUBFUNDING reserves the right to suspend the Investor / Member's access to the CLUBFUNDING Platform, Individualized Space, restricted-access pages, or Services and/or terminate these terms with immediate effect.

The Member / Investor will particularly comply with the following provisions.

5.1 Intellectual Property

All intellectual property rights related to any software, as well as all updates, new versions, and copies of said software made available to the Member / Investor through the CLUBFUNDING Platform, are and will remain the property of CLUBFUNDING or its assigns, successors, or right-holders, and no ownership thereof is transferred to the Member / Investor under these terms.

The Member / Investor acknowledges that any information on the CLUBFUNDING Platform, excluding Regulatory Documentation, constitutes the exclusive property of CLUBFUNDING, which solely holds the rights related to the CLUBFUNDING Platform and ensures its updates and maintenance.

The reproduction right under the Intellectual Property Code only applies for single-screen display purposes and is strictly reserved for private use. Any reproduction, distribution, or publication of content for commercial or collective use without prior written authorization from CLUBFUNDING is prohibited.

The link mechanism is allowed when the pages related to the CLUBFUNDING Platform appear in a whole and isolated window, under their respective addresses.

5.2 Non-Diversion

The Member / Investor undertakes not to use the CLUBFUNDING Platform for commercial purposes and, generally, not to offer products and services to Members, Internet users, Financed Companies, or the Custodian Institution; they undertake not to "resell" or make available to a third party and/or other users, for a fee and/or free of charge, access to the CLUBFUNDING Platform, restricted-access pages, and Services; they undertake not to publish any advertising, promotion, or sponsorship messages.

6 ACCESSIBILITY AND TECHNICAL OPERATION OF THE CLUBFUNDING PLATFORM

6.1 Accessibility

The CLUBFUNDING Platform is accessible, as far as possible, 24 hours a day, seven days a week. While CLUBFUNDING has taken all necessary steps to ensure the reliability of the information, software, and Services contained on the CLUBFUNDING Platform, it cannot be held responsible for errors, omissions, viruses, or results that could be obtained or be the consequence of misuse.

CLUBFUNDING reserves the right to interrupt access to the CLUBFUNDING Platform at any time, particularly for maintenance or site updates.

CLUBFUNDING provides the Member / Investor with a contact email on the CLUBFUNDING Platform. If they have questions about the operation of the CLUBFUNDING Platform or a Service, CLUBFUNDING will strive to respond within a reasonable time and proportionate to the severity and urgency of the problem as well as the technicality of the question (from a few days to a few weeks).

The Member / Investor declares and guarantees that they fully understand the characteristics and constraints of the Internet.

The equipment (computers, software, electronic communication means, etc.) allowing access to the Services is the exclusive responsibility of the Member / Investor, as are the electronic communication costs incurred by their use. The use of any software downloaded from the CLUBFUNDING Platform is governed by the terms of the accompanying license.

6.2 Hypertext Links

The CLUBFUNDING Platform contains hypertext links to websites managed by third parties. CLUBFUNDING cannot exercise any control over these sites or assume any responsibility for their content. Consequently, CLUBFUNDING provides no warranty regarding the content and operation of these websites.

7 LIABILITY

7.1 Nature of Liability

CLUBFUNDING assumes only an obligation of means within the framework of the Services. Its liability can only be engaged under common law conditions, for direct and foreseeable damages suffered by the Member / Investor in accordance with Articles 1150 and following of the Civil Code.

CLUBFUNDING cannot be held responsible for data loss, profit loss, missed opportunity consequences, image loss, or reputational harm.

CLUBFUNDING will not be held responsible for any malfunction, error, inaccuracy, or improper result attributable to the Member / Investor's fault or negligence.

7.2 General Limitation of Liability

Except for serious or fraudulent misconduct by CLUBFUNDING, CLUBFUNDING's liability for indemnifiable damages duly established by the Member / Investor cannot exceed an amount equal to the total amount paid by the Member / Investor within a Crowdfunding Offer.

CLUBFUNDING cannot be held responsible to the Member / Investor for any potential degradation, suspension, or interruption of access to restricted-access pages or Services attributable to Force Majeure.

7.3 Specific Exclusions of Liability

7.3.1 Unreliability or Malfunction of Communication Networks

The Member / Investor acknowledges that CLUBFUNDING has no control over the transfer of data via public communication networks, such as the Internet, and the operation of these networks. The Member / Investor acknowledges and accepts that CLUBFUNDING cannot guarantee the confidentiality of data during its transfer over public networks. Consequently, CLUBFUNDING cannot be held liable for any diversion, interception, corruption of data, or any other event likely to affect it occurring during its transfer over public telecommunication networks. CLUBFUNDING does not guarantee the compatibility of the CLUBFUNDING Platform with all browsers on the market.

7.3.1.1 Unreliability or Malfunction of Network Operators or Internet Access

CLUBFUNDING cannot be held responsible for damages resulting from difficulties accessing the CLUBFUNDING Platform due to disruption by network operators or Internet service providers, network congestion.

7.3.1.2 Equipment Malfunction or User Error by the Member / Investor

CLUBFUNDING cannot be held responsible for damages resulting from a failure in the Member / Investor's IT installations and equipment and/or misuse or manipulation by the Member / Investor, their fault or negligence, or use of the CLUBFUNDING Platform contrary to the GTU.

7.3.1.3 Security and Personal Data

CLUBFUNDING undertakes to make its best efforts to ensure that access to CLUBFUNDING's IT installations and equipment is protected to limit the risk of unauthorized third-party access to the Member / Investor's confidential data. However, CLUBFUNDING cannot be held responsible for technical problems and incidents that may occur and result in an infringement of personal data.

The Member / Investor remains solely responsible for the use of their identification elements by third parties or actions or declarations made through their Individualized Space as a Member / Investor, whether fraudulent or not. The Member / Investor guarantees CLUBFUNDING against any claims in this regard.

7.3.1.4 Preselection Procedure

The preselection procedure for Financed Companies only guarantees their legal existence and registration. Other criteria used by CLUBFUNDING for preselection, while they may cover certain legal or financial aspects, are not based on any codified or regulated methodology within its activity. In particular, even when using the services of a professional expert, CLUBFUNDING cannot assume the responsibility of a statutory auditor, an accountant, or a regulated legal profession.

The Investor decides, under their own responsibility, whether to invest in the Financed Companies presented on the CLUBFUNDING Platform. It is up to them to analyze the quality of these Crowdfunding Offers, their chances of success, the amount of investment to be made within this framework.

CLUBFUNDING again draws the Member / Investor's attention to the risks associated with Crowdfunding Offers presented on the CLUBFUNDING Platform.

The Member / Investor confirms having read the warnings about the risks of capital loss, low yield, or illiquidity related to investments that can be made through the CLUBFUNDING Platform. Therefore, CLUBFUNDING assumes no responsibility for potential damages suffered by the Investor following the occurrence of such a risk.

The Services are not covered by the deposit guarantee system established under Directive 2014/49/EU, and the securities or instruments admitted for crowdfunding financing acquired through their crowdfunding platform are not covered by the investor compensation scheme established under Directive 97/9/EC.

The Investor will be solely responsible for examining the tax rules applicable to the Subscription, the Subscribed Amount, and any income to be received due to holding or selling their securities. CLUBFUNDING does not guarantee the eligibility of Financed Companies for any tax relief scheme.

7.3.1.5 Regulatory Documentation

The information contained in the Regulatory Documentation and provided to CLUBFUNDING by the Financed Company is disseminated on the CLUBFUNDING Platform at the initiative of the Financed Company.

CLUBFUNDING only verifies the consistency of the Regulatory Documentation and assumes the accuracy and completeness of the data transmitted by the Financed Companies. CLUBFUNDING is responsible for implementing and applying appropriate procedures to verify the completeness, accuracy, and clarity of the information contained in the KIID.

The Regulatory Documentation is supplemented by the CLUBFUNDING Platform in accordance with the regulations and Article 4.2.3 of the GTU.

CLUBFUNDING particularly draws the Member / Investor's attention to the fact that Crowdfunding Offers are not subject to a prospectus approved by the Financial Markets Authority.

7.3.1.6 Misconduct or Faults Committed by Third Parties

CLUBFUNDING ne pourra être tenue responsable de dommages résultant du comportement de tiers, en particulier de manquements contractuels ou délictuels commis par les Sociétés Financées (que ce soit dans l’utilisation des sommes collectées, dans le respect des règles applicables à leur relation avec le Souscripteur dans le cadre de la Collecte ou postérieurement) ou par l’Etablissement Consignataire.

8 PERSONAL DATA - DATA CONFIDENTIALITY

CLUBFUNDING cannot be held responsible for damages resulting from third-party behavior, particularly contractual or tortious breaches committed by Financed Companies (whether in the use of collected funds, compliance with applicable rules in their relationship with the Subscriber during or after the Collection) or by the Custodian Institution.

8.1 Collection of Personal Data

The Personal Data collected and processed by CLUBFUNDING are those that any Internet user, Member, or Investor voluntarily provides, particularly through the Individualized Space creation form.

The Personal Data provided by an Internet user, Member, or Investor may include:

Last name, first name, postal address, date of birth, nationality, place of tax residence;
A valid email address;
A valid mobile phone number or, failing that, a landline phone number;
Password;
Profession;
Investor profile (experience, knowledge, objectives, income, assets);
IBAN statement (transmitted to the Custodian Institution);
Copy of ID and proof of address;
Extract from the commercial register and certified statutes;
Any other document necessary for the Subscription or payment of the Subscribed Amount.

For the functioning of the CLUBFUNDING Platform, Personal Data is automatically collected by CLUBFUNDING. This Personal Data will be used for:

Identifying an Internet user, Member, or Investor and/or verifying the compliance of their use of the CLUBFUNDING Platform;
Protecting the CLUBFUNDING Platform and/or the Member / Internet user / Investor;
Ensuring proper processing of the Subscription;
Providing the Services;
Responding to requests from an administrative or judicial authority;
Enhancing and personalizing communication with an Internet user / Member / Investor, particularly by sending informative and commercial newsletters or special offers, subject to their prior acceptance, noting that if an Internet user / Member / Investor changes their mind and no longer wishes to receive newsletters or special offers, they can inform CLUBFUNDING, which will deactivate this function.

Thus, CLUBFUNDING reserves the right to use the IP address of the Member / Internet user / Investor in cooperation with their Internet service provider.

The CLUBFUNDING Platform implements an automatic tracking process (cookie).

The Personal Data necessary for a Subscription is transmitted by CLUBFUNDING to the Custodian Institution and processed directly by the Custodian Institution. This Data does not pass through the CLUBFUNDING Platform servers.

The Personal Data necessary for the payment of any amount due by the Financed Companies to the Investor is kept by the Custodian Institution exclusively for the purpose of this type of operation.

Websites that have hypertext links on the CLUBFUNDING Platform may collect personal information about the Member / Internet user / Investor. These websites' information practices are not covered by the GTU.

8.2 Protection of Personal Data - Declaration to the CNIL - Right of Access and Rectification

The collection and processing of the Member / Investor's Personal Data must respect individuals' fundamental rights, particularly their privacy. As such, CLUBFUNDING undertakes that any processing of personal data on the CLUBFUNDING Platform will be carried out in accordance with Law No. 78-17 of January 6, 1978, relating to data processing, files, and freedoms, as amended by the Ordinance of December 12, 2018.

The management of data on the CLUBFUNDING Platform has been declared to the CNIL (declaration number 1834485).

In accordance with Law No. 78-17 of January 6, 1978, as amended by the Ordinance of December 12, 2018, the Member / Investor can at any time access information concerning them or request that it be rectified, supplemented, updated, or deleted by simple letter or email addressed to the following address: rgpd@clubfunding.fr, indicating their name, first name, date and place of birth, postal and email addresses.

The Member / Investor will themselves update the information concerning them in their Individualized Space. To delete their Individualized Space, the Member / Investor can send an email containing their name, first name, and email address to CLUBFUNDING.

For further details on personal data processing, you are invited to consult CLUBFUNDING's data protection policy.

8.3 Subcontracting

In the implementation of its Services, CLUBFUNDING may use subcontractors authorized to access your personal data when strictly necessary for providing said Services.

In this context, CLUBFUNDING, as the data controller, will ensure that its subcontractors (i) provide sufficient guarantees to process the data entrusted to them, (ii) take appropriate technical and organizational measures for processing, (iii) comply with the General Data Protection Regulation (GDPR) (Regulation EU 2016/679).

By accepting these GTU, you agree that your personal data may be communicated to these subcontractors and to CLUBFUNDING group entities, particularly to CF Gestion as an extinctive management service provider (Regulation (EU) 2020/1503).

9. CONFIDENTIALITY

Subscribers and Members will have access to detailed information about Project Owners and their Projects presented on restricted-access web pages on the Clubfunding platform (including but not limited to project description, amount of funds sought, activity description, etc.). All information on this platform, of any nature and/or medium, should be considered and treated as confidential (hereinafter "Confidential Information") as long as this information is not in the public domain.

Confidential Information also includes all information transmitted to Subscribers who have funded a project until the full repayment of amounts due under this funding.

Therefore, Subscribers and Members agree not to disclose any or all of the Confidential Information to third parties and not to use it for any purpose other than evaluating the opportunity to invest in an operation presented on the platform. This Confidential Information cannot be used to denigrate Projects or Project Owners or CLUBFUNDING.

Furthermore, Internet users agree to refrain from any comments or actions aimed at or resulting in denigrating Projects or their Project Owners or CLUBFUNDING.

Therefore, they agree not to publish or have published on the Internet or via any other media, directly or through intermediaries, content that could harm the people/entities mentioned above.

10. VALIDITY, MODIFICATIONS, AND TERMINATION

The GTU take effect upon their publication on the CLUBFUNDING Platform and remain in force until their partial or total modification by CLUBFUNDING. CLUBFUNDING can modify the GTU of the CLUBFUNDING Platform at any time. The Member / Investor will refer to the latest version of the GTU accessible on the CLUBFUNDING Platform at the date of consultation. CLUBFUNDING also reserves the right to modify or evolve at any time the pages of the CLUBFUNDING Platform, the Services, or their price or access conditions. These modifications will take effect upon their online publication on the CLUBFUNDING Platform. Any access to the Individualized Space or use of the Services after modification of the GTU constitutes full and unreserved acceptance by the Member / Investor of the new GTU. The GTU apply to the Member / Investor until the closure of their Individualized Space.

For access to certain sections of the CLUBFUNDING Platform, the GTU may be supplemented by additional conditions.

The GTU constitute an open-ended contract and can be terminated by:

(A) The Member / Investor at any time and without notice; (B) CLUBFUNDING at any time with a thirty (30) day notice, except in the case mentioned in c); (C) CLUBFUNDING, without notice, in case of non-compliance by the Member / Investor with the GTU. Notwithstanding this termination, for Subscriptions made by the Investor before the termination date, the rights and obligations of the Parties under the GTU will continue:

In case of reaching the Minimum Collection Amount followed by post-Collection monitoring under a joint interest mandate: until the end of this mandate. In any other case (failure to reach the Minimum Collection Amount at the end of the Collection Period, etc.): until the end of the Crowdfunding Offer, The Investor will then only have access to their Individualized Space for monitoring Subscriptions made before the termination date.

11. NOTIFICATIONS

11.1 Notification Methods

Any notification, request, or communication made in execution of the GTU must be made by a written document addressed, by any means, to the relevant Party.

11.2 Recipients

Any notification, request, or communication to be made, and any document to be delivered by one Party to another Party under these terms will be made as follows:

(A) For CLUBFUNDING: To the address contact@clubfunding.eu
(B) For the Member / Investor: To the address, phone number, email address, name of the service or responsible person indicated by the Member / Investor in their Individualized Space.

11.2.1 Notifications are deemed made:

(A) by registered letter with acknowledgment of receipt: on the date of the first presentation of the registered letter by the postal services, the date mentioned on the receipt being proof of the date;
(B) by hand delivery: on the date mentioned on the receipt signed by the recipient or any of their employees or representatives.
(C) by electronic communication: on the date mentioned on the sent message.

12. MISCELLANEOUS PROVISIONS

12.1 Severability

If one or more provisions contained in the GTU are declared null, the validity of the other provisions of these terms is not affected in any way.

The null provisions will, in accordance with the spirit and purpose of these terms, be replaced by other valid provisions that, given their scope, closely resemble, to the extent permitted by law, the null provisions.

12.2 Entirety

Unless otherwise stipulated, the GTU completely and exclusively contain all terms applicable to the subject matter and cancel and replace all prior negotiations, communications, representations, and commitments, whether oral or written, between the Parties concerning the subject matter of these terms. The GTU take precedence over information support.

The Member / Investor uses the CLUBFUNDING Platform and the Services offered on the CLUBFUNDING Platform completely independently and at their own responsibility.

12.3 Assignment

CLUBFUNDING reserves the right to assign to any third party of its choice all or part of its rights and obligations under these GTU, which the Member / Investor accepts without reservation.

12.4 Evidence

The Member / Investor acknowledges and agrees that the information provided by CLUBFUNDING by email and on the CLUBFUNDING Platform is binding between the Parties and has the same evidential value as a handwritten document.

All data irreversibly, reliably, and securely recorded in CLUBFUNDING's IT database, particularly regarding orders and confirmations received from the Member / Investor, notifications sent, access, withdrawals, and refunds, will be binding between the Parties until proven otherwise.

13. APPLICABLE LAW - COMPETENT JURISDICTION

The GTU are subject to French law for their validity, interpretation, and execution.

14. LEGAL NOTICES

(A) Publisher of the CLUBFUNDING Platform: This site is published by CLUBFUNDING: Publication Director: David Peronnin
(B) Host of the CLUBFUNDING Platform: Digdeo, 105 Chemin de Ronde, 78290 Croissy Paris
(C) Contact for any complaints regarding this Site and/or its content: contact@clubfunding.eu