Terms and conditions of use

Preamble

PHEBE is a simplified joint stock company with capital of €10,000, registered with the Avignon Trade and Companies Register under number 952 562 700, with its registered office at 2 rue de la Grande Meuse, 84000 Avignon, represented by Mr Marc Francon, in his capacity as Chairman. PHEBE has developed a platform for the issuance of registered and transferred Assets by means of a shared electronic recording device ("DEEP") based on blockchain technology. The PHEBE Platform is made available to issuers of Assets who wish, in accordance with the regulations in force, to enable their acquisition by legal entities or individuals. These general terms and conditions of use govern the use of the website, the APIs and the user interfaces that make up the PHEBE Platform, enabling (i) unrestricted access to and consultation of information, (ii) the creation of a personal space as a user and (iii) the conditions of access to services as a user.

Table of contents

1. Definitions
2. Object
3. Acceptance of the TOS
4. Scope and limits
5. Presentation of the PHEBE Platform and its Services
6. How to access the PHEBE Platform
6.1 Creating the User Area
6.2 How to access the Platform
6.3 User Area password
6.4 Safety
6.5 Availability
6.6 Minimum system requirements
6.7 Authorised persons
7. Using the PHEBE platform
7.1 Principles
7.2 KYC and compliance with LCB-FT Requirements
7.3 Use of the User Area
7.4 Unsubscribing from the Platform
8. Confidentiality
8.1 Principle
8.2 Definitions specific to the confidentiality undertaking
8.3 Obligations under this confidentiality undertaking
9. Professional secrecy
10. Duration
11. Termination
12. Financial terms and conditions
13. PHEBE's liability
13.1 Principles
13.2 Limitation of PHEBE's liability
14. Responsibility of the User
15. Fortuitous events
16. Intellectual property rights
17. Illegal behaviour
18. Hypertext links
19. Subcontracting
20. Proof
21. General provisions
21.1 No relinquishment
21.2 Entire TOS
21.3 Modification of the TOS
21.4 Partial disability
21.5 Language
21.6 Notifications
22. Applicable law and dispute resolution

1. Definitions

The terms and expressions used in these TOS (Terms Of Service) with capital initials, whether they are used in the singular or plural, have the meaning attributed to them below unless otherwise stipulated:

"Asset(s)" means any intangible property representing, in digital form, one or more rights that can be issued, registered, retained or transferred by means of a DEEP enabling the owner to be identified, directly or indirectly ;
"TOS" (Terms Of Service) refers to the present general terms and conditions of use of the PHEBE Platform, as well as all their appendices and any amendments thereto;
"Payment Account" means the account opened on the Lemon Way platform in the name of Asset Issuers and Investors to record their payment transactions, as well as the fees associated with these transactions.
"CMF" means the French Monetary and Financial Code ;
"DEEP" refers to a shared electronic recording device also known as a "blockchain" or "Distributed Ledger" or "DLT" and whose acronym in French is DEEP in accordance with Article L 211-3 et seq. of the French Monetary and Financial Code;
"KYC Documentation" refers to all documentation of a legal or financial nature of the User, necessary for the proper performance of the Services by PHEBE within the framework of these TOS;
"Personal Data" refers to all personal data as this term is defined by the French Data Protection Act n°78-17 of January 6, 1978 and the EU Regulation 2016/679 of April 27, 2016 (known as "RGPD"), whatever its nature or medium, which may be collected and processed in the context of access to the PHEBE Platform and use of the Services ;
"Issuer of Assets" means the legal entity to which PHEBE provides technical and operational services in connection with the issue and registration in DEEP of Assets for the purposes of their subscription; requiring in particular the completion of KYC and LCB-FT Requirements and the creation of a User Space for each subscriber, whether a legal entity or an individual;
"PHEBE" refers to the entity listed in the preamble to the TOS;
"User Space" refers to the personal space to which the User has access in order to benefit from the Services. The User may grant access rights to his/her User Space to any Authorized Person he/she designates as such;
"LCB-FT Requirements" means all legislative and regulatory requirements subjecting entities subject to the provisions of article L. 561-2 et seq. of the French Monetary and Financial Code to obligations relating to the fight against money laundering and the financing of terrorism, as well as measures relating to the freezing of assets. An Asset Issuer may, by virtue of the nature of the Asset offering it carries out, qualify as an entity subject to AML/CFT Requirements. In this context, PHEBE, in conjunction with Lemon Way, the payment institution for which it is the agent, carries out certain tasks in the name of and on behalf of the Asset Issuer, relating to the obligations and LCFT Requirements to which the Asset Issuer is subject;
"Information" refers to the information/data contained and/or exchanged via the PHEBE Platform prior to accessing the Services, whatever its nature, including but not limited to: figures, numbers, text fields, coding and narrations;
"Confidential Information" refers to any information exchanged within the framework of the TOS and the use of the PHEBE Platform, and in particular instructions, Information, Personal Data and the content of the TOS. However, information which i) was in the public domain at the time of its communication to one of the Parties, or ii) was legitimately acquired by one of the Parties prior to its communication, or iii) fell into the public domain after its communication to one of the Parties without the latter breaching any obligation of confidentiality, or iv) was legitimately transmitted to one of the Parties by a third party, does not constitute Confidential Information;
« Know Your Client » or "KYC": refers to the customer identification and knowledge process implemented in the name and on behalf of the Asset Issuer and for the purposes of providing the Services and complying with the LCB-FT Requirements as described in Article 7.2 ;
"Party(ies)" refers to the person(s) bound by the terms of these TOS, i.e. PHEBE, the User and, where applicable, the Authorized Persons;
"PHEBE Platform": means the website available at https://phebe.equisafe.io, the DEEP, the APIs and the user interfaces through which the Services can be accessed, consulted and/or used;
"Authorized Person" means the natural person(s), employee(s), agent(s) or consultant(s) of the User, authorized by the User to use the PHEBE Platform under the User's responsibility and designated as such;
"Applicable Regulations": means all provisions of the CMF relating to the issue and subscription of Assets, and more generally all legal, regulatory and administrative provisions, whether said rules are codified in the CMF or in any other Code or whether they are not codified, the whole forming a set of rules, all legislative and regulatory texts applicable to the User, to PHEBE as well as all subsequent amendments to these rules, whatever they may be.
"Services" refers to all functionalities and services provided by PHEBE as part of a technical service carried out in the name of and on behalf of an Asset Issuer, namely the Information available on the website but also the specific services to which the User may have access via the PHEBE Platform subject to his prior acceptance of the TOS and validation of the creation of his User Space by PHEBE in its capacity as technical service provider to the Asset Issuer.
"User" refers to any Asset subscriber who has created a User Space via the PHEBE Platform. Refers to Internet users registered on the PHEBE Platform and having access to their User Space.
"Visitor" refers to the Internet user who has access to the PHEBE Platform but has not registered as a User.
"Investor" refers to any subscriber of Assets who has created a User Space via the PHEBE Platform. Unless expressly provided otherwise, any reference to an article constitutes a reference to an article of these TOS.

2. Object

The purpose of the TOS is to govern the conditions of use of the PHEBE Platform and its Services as well as the rights and obligations of the Parties as defined below.

3. Acceptance of the TOS

The TOS are communicated to the User and Authorized Persons prior to the provision of the PHEBE Platform by PHEBE. They will remain available for consultation at any time via the PHEBE Platform. By checking the box "I expressly agree to the General Terms and Conditions of Use of the PHEBE platform, those of its partners EQUISAFE and LEMONWAY, and to their clauses relating to confidentiality" and then clicking on the "Next" box, the User and Authorized Persons acknowledge that they have read and accept all of the TOS. The User undertakes that all Authorized Persons having access to the PHEBE Platform will respect the obligations of the TOS applicable to them. Any access to and/or use of the PHEBE Platform implies unreserved acceptance of and compliance with all the terms of the TOS. The User and Authorized Persons certify that they have the capacity to accept the TOS and undertake to comply with them. If they accept the TOS on behalf of a legal entity, the User and Authorized Persons certify that they have the right and authority to do so. The TOS are communicated to the User and Authorized Persons prior to the provision of the PHEBE Platform by PHEBE. Thereafter, they will remain available for consultation at any time via the PHEBE Platform. By electronically signing the TOS, the User and Authorized Persons acknowledge that they have read and accept all of the TOS. The User undertakes that all Authorized Persons having access to the PHEBE Platform will respect the obligations of the TOS applicable to them. Any access to and/or use of the PHEBE Platform implies unreserved acceptance of and compliance with all the terms of the TOS. The User certifies that he/she has the capacity to sign the TOS and undertakes to respect them. If the User signs the TOS on behalf of a legal entity, the User certifies that it has the right and authority to do so.

4. Scope and limits

PHEBE may, without being liable for any compensation, make any modifications or improvements to the PHEBE Platform and Services that it deems useful or necessary in order to ensure the continuity, development and security of its services, at any time. The PHEBE Platform and Services may also, without any right of indemnification against PHEBE, be limited or extended at any time by PHEBE (either individually or collectively to all Users and Authorized Persons). Each time they use the PHEBE Platform, Users and Authorized Persons agree to abide by the latest version of the TOS published on the Platform.

5. Presentation of the PHEBE Platform and its Services

The PHEBE Platform is accessible via the Internet. The User declares that he/she has been informed that, in order to access the PHEBE Platform, he/she must have Internet access or a subscription enabling him/her to access it, previously taken out with the provider of his/her choice, the cost of which is at his/her expense. The PHEBE Platform is designed as a secure interface enabling the provision of all Services. PHEBE offers a platform for issuing registered and transferred Assets by means of a shared electronic recording device ("DEEP") based on blockchain technology. The PHEBE Platform is made available to issuers of Assets who wish, in accordance with applicable regulations, to enable their acquisition by legal entities or individuals. More specifically, the Services offered by PHEBE are technical and operational services provided exclusively for the benefit and in the sole interest of an Asset Issuer instructing the PHEBE Platform to :

- collect KYC documentation;
- create a User Space for each Asset subscriber who has met KYC requirements.

To this end, Asset Issuers manage these Assets on the PHEBE platform, so that Investors can also subscribe to these Assets on the PHEBE platform. This operation takes the form of a deduction from the Investor's Payment Account of the amount of the subscription price. The User, the Investor are informed and acknowledge that within the framework of the present TOS, PHEBE acts exclusively in the name and on behalf of an Asset Issuer and does not provide any investment service within the meaning of Directive 2014/65/EU (the "MiFID 2") or any digital asset service within the meaning of Law n°2019-486 of May 22, 2019 (the "Pacte Law") and, more generally, does not provide any regulated activity of a banking or financial nature, with the exception of its activity as agent for Lemon Way's payment service provider pursuant to article L. 523-4, III of the CMF. The issuance of the Assets is carried out by the Asset Issuers and the Investors and Users, subject to compliance with legal formalities. In accordance with articles L.211-3 et seq. of the French Monetary and Financial Code, ownership of the Assets results solely from their registration in the name of the Investor User, in the DEEP ; the Platform, in its Portfolio tab, gives a statement of the accounts available, reproducing the property rights identically in a form readable by the User. As part of the Services offered by PHEBE, Asset Issuers mandate PHEBE to manage the registration of their Assets in a DEEP, and to do so in its capacity as agent and registrar, in accordance with the provisions of article R.211-3 of the French Monetary and Financial Code. In addition, PHEBE offers an administrative management service, providing templates for legal documents, which can be downloaded as soon as they have been finalized. However, PHEBE does not provide any legal advice or consultation, as is the case with law firms.

6. How to access the PHEBE platform

6.1 Creating the User Area

In order to benefit from the Services via the PHEBE Platform, a User Space is created and a KYC is carried out. In this context, the User undertakes to provide the KYC Documentation requested at the time of the creation of the User Space for the purpose of creating a Payment Account in Lemon Way's records. The User guarantees that all information provided for KYC purposes is accurate, up-to-date and complete, and not irregular or of such a nature as to mislead other Users of the platform. The User also undertakes to update these documents if necessary. The online User Space is established :

- by an identifier given when the User Space is created;
- by a password, which must comply with minimum security criteria ;

In addition, a cell phone number is required for certain functionalities in order to comply with two-factor authentication (2FA). An e-mail confirming the creation of the User Space will be automatically sent to the address provided, said creation being validated only by the User's activation of the link contained in this e-mail. The creation of the User Space is subject to the User's acceptance of the General Terms and Conditions of Use of PHEBE, as well as those of the Lemon Way payment services platform (which are permanently available on the site). The procedure for creating a Payment Account and the terms and conditions of the service offered by Lemon Way as service provider to PHEBE, will be explained in Lemon Way's General Terms and Conditions of Use. In the event of a discrepancy between the terms and conditions of PHEBE and the terms and conditions of Lemon Way, the latter take precedence over the former. The creation of a Payment Account is subject to completion of the KYC procedure. Lemon Way reserves the right to refuse to open a Payment Account. The User will have access to the Services once the KYC is complete and the verification of the KYC elements has been carried out by PHEBE and Lemon Way acting in this capacity as delegates of the Asset Issuer for the performance of the KYC and LCB-FT Requirements. Any breach by the User of these TOS may result in the closure of the User Space in question. PHEBE reserves the right to monitor User Spaces at any time in order to verify the proper use of the PHEBE Platform by Users, including compliance with these TOS.

6.2 How to access the Platform

Once the User Space has been created, to connect to the PHEBE Platform, the User must provide :

- the User Space ID;
- the password he has set.

6.3 User Area password

Access to the Services is subject to confidentiality and security measures implemented by PHEBE. Each User defines his or her own password and will be the only person to know it, the password being encrypted. The password created by the User is personal, confidential and non-transferable. Use of the identification elements constituted by the combination of User ID and password created by the User is under the User's sole responsibility. Consequently, the User acknowledges, warrants and guarantees that the identifiers that have been defined will not be disclosed to any other person, and undertakes to keep them carefully and diligently under his or her sole responsibility. The User will be responsible, in his own name, for any action carried out by him via his User Space within the framework of the Services. All actions carried out on the PHEBE Platform via the User Space will be conclusively deemed to have been carried out with the consent of the User to whom these identifiers and User Space belong.

6.4 Safety

The User agrees to immediately notify PHEBE at the following address support@phebe-consulting.com of any unauthorized use of its User Space, or of any violation of the rules of security or confidentiality concerning access to the PHEBE Platform and/or use of the Services. The User Space may be closed or suspended at any time if PHEBE has valid reasons to believe that said User Space is being or has been misused or has been used by an unauthorized user. In such a case, the reopening or reactivation of a User Space will be at PHEBÉ's sole discretion. PHEBE informs the User that it uses security software to authenticate and encrypt passwords. Given the nature of the Internet network, the User acknowledges and accepts that PHEBE cannot be held responsible for any interruptions, failures or alterations to access to the Services, which may result from the network itself, the means of connection used, or any other external cause. PHEBE's obligation to ensure the security of the PHEBE Platform and the confidentiality of information exchanged and/or stored is in any event an obligation of means, and PHEBE cannot guarantee absolute security. The User also acknowledges :

- that it is the user's responsibility to ensure the security of its terminal equipment and its own data, software or any other equipment at its disposal, in particular against any contamination by virus or attempted intrusion of which it could be victim;
- that any equipment connected to the PHEBE Platform is and remains under its entire responsibility, in particular in the event of damage resulting directly or indirectly from its connection to the PHEBE Platform.

6.5 Availability

PHEBE undertakes to use its best efforts to provide access to the PHEBE Platform 24 hours a day, 7 days a week, without however incurring any obligation of result. Access to the PHEBE Platform may nevertheless be interrupted without prior notice to Users in the event of force majeure, such as a breakdown of the PHEBE Platform. The operation of the PHEBE Platform may be temporarily interrupted in order to carry out maintenance, updating or development operations on the PHEBE Platform:

- without notice outside working hours, for any intervention of less than one (1) hour during working hours or in case of absolute necessity;
- with 24 hours' notice for any intervention likely to exceed one (1) hour during working hours. The User is hereby informed and acknowledges that no one can guarantee the proper functioning of the Internet and/or the DEEP network as a whole, and that certain connection losses may be due to the failure of certain technical intermediaries.

Thus, the User acknowledges that the software used to produce the Services belongs to a complex field of computer technology, and that in the current state of knowledge, it cannot be materially tested or experimented with to cover all possible uses. The User is hereby informed and acknowledges that he/she bears the risks of imperfection or unavailability of the Services. The User acknowledges and accepts that the PHEBE Platform may be subject to malfunctions or interruptions due to technical or other constraints. PHEBE provides no guarantee against temporary failures, technical errors or other interruptions preventing the User from accessing the PHEBE Platform. As soon as the User notices that the User Space is unavailable or malfunctioning, the User must inform PHEBE as soon as possible at the following address: support@phebe-consulting.com. In any case, PHEBE will do its best to allow the User to benefit from the Services. Furthermore, in the event of unavailability or malfunction of the PHEBE Platform, PHEBE will not be obliged to replace the failing PHEBE Platform with an equivalent platform.

6.6 Minimum system requirements

The User undertakes to access the PHEBE Platform and to use the Services in accordance with any guidelines or procedures that may be defined, as amended from time to time. The current minimum browser and software requirements are a screen resolution of 1280 x 720 and the following browser versions:

- Microsoft Edge Browser version 79 or higher
- Firefox version 72 or higher
- Chrome version 79 or higher
- Safari 13 or later PHEBE makes no warranty as to the use or performance of the Services with any browser or browser version whatsoever.

6.7 Authorised persons

The User may designate Authorized Persons who may access the PHEBE Platform and use the Services. The User shall ensure that no person other than the Authorized Persons has access to the PHEBE Platform. In the event that the User becomes aware that another person is accessing the PHEBE Platform, the User will inform PHEBE without delay of this incident and will confirm this information by e-mail.

7. Using the PHEBE platform

7.1 Principles

In order to benefit from the PHEBE Platform, the User agrees to :

- use the PHEBE Platform in accordance with its intended purpose and the TOS ;
- provide all required information concerning the User and Authorized Persons, in particular KYC Documentation;
- carry on business in accordance with current legislation;
- respect the rights of third parties and, more generally, the legislation applicable to the PHEBE Platform;
- not to take any action to interrupt, destroy, limit or harm the PHEBE Platform or prevent other Users from accessing it, in particular by using viruses, malicious code, programs or files;
- not to use or exploit the User Space for any purpose other than that provided for in the TOS.

7.2 KYC and compliance with LCB-FT Requirements

The User downloads his KYC Documentation directly from the PHEBE Platform via the link that PHEBE has sent him by email:

Individual user :

- valid identification (two-sided identity card, two-sided residence permit, passport) of the payment account holder;
- a second piece of valid identification (passport, national identity card, driver's license (both sides), last tax assessment, residence permit, family record book, receipt for registration of joint declaration by partners in a civil solidarity pact or carte vitale) for the payment account holder, or a tax assessment less than one year old.
- a copy of your current bank account details (BIC and IBAN).

The User guarantees PHEBE that all information and documents provided when opening the User Space are accurate, up-to-date and sincere, and are not misleading in any way.

Legal entity user :

- valid proof of identity (two-sided identity card, two-sided residence permit, passport) of the natural person representing the company holding the payment account;
- valid identification (ID card, passport) for all beneficial owners holding more than 25% of the company holding the payment account;
- a KBIS of the company holding the payment account that is less than three months old;- the company's signed articles of association (together with the CERFA n°2035-F, or the tax return, or the document concerning the beneficial owner of a company from the Registrar of the Commercial Court, or a letter signed by the company's legal representative if the composition of the capital is not indicated in the articles of association;
- a copy of your current bank account details (BIC and IBAN).

Once the download has been completed, confirmation is sent. The supporting documents provided by the User are kept by PHEBE in a secure manner under conditions that guarantee their integrity. In addition, given the nature of the Services offered by PHEBE, PHEBE reserves the right to ask the User for any other document or additional information concerning the User and/or the subscription of the Assets, if PHEBE deems it necessary, in particular to enable it to carry out the verifications required to comply with its legal obligations and its contractual obligations to the Asset Issuer.

7.3 Use of the User Area

- The Payment Account Once the User Space has been created, the Investor User may credit the Payment Account by making a transfer from a bank account in his/her name, opened with a third-party payment service provider. Lemon Way may refuse to credit the account, in accordance with Lemon Way's General Terms of Use. Thereafter, the User may subscribe to Assets within the limit of the credit balance of his Payment Account (this Payment Account may not be in debit). This subscription of Assets takes the form of dematerialized formalities, on the platform, and in particular the electronic signature affixed to the subscription form. As a result of this subscription, the amount of the subscription will be debited from the User's Payment Account, and deposited in an escrow account specific to the transaction in question.This escrow account will then be registered by PHEBE in Lemon Way's records. When the capital increase operation is completed, the funds in the escrow account are credited, depending on the legal nature of the Asset, to the Asset Issuer's PHEBE Payment Account or to the third-party bank account registered on the Platform. If the capital increase operation fails, the User's Payment Account will be credited with the funds he/she has subscribed to the escrow account. Users and Asset Issuers may at any time transfer the credit balance of their Payment Account to a bank account registered with a third-party payment service provider.

- Asset subscription in the context of a capital increase Prior to the establishment of the Asset issue, the Asset Issuer contractually undertakes with PHEBE to accept all conditions precedent to the raising of funds (capital increase). These conditions precedent may relate in particular to the minimum subscription amount for the Assets. The Asset Issuer is responsible for determining this minimum subscription amount for the capital increase. This amount is visible to all Users in the fundraising description. In this respect, and with the exception of legislative regulations concerning the subscription and issue of certain types of Assets, an Investor's subscription to a fundraising operation is only definitive once the minimum subscription amount for the fundraising Assets has been reached. All contractual and statutory conditions precedent must also be met in order to complete the fundraising. Should this not be the case, the Investors' subscription of Assets will lapse. The raising of funds is also subject to the Asset Issuer's validation of the identity of the Investor wishing to subscribe to an Asset. In this respect, the Asset Issuer may refuse the subscription of Assets to certain Investors.

- PHEBE's management of securities movement registers on the Platform offers a phase in which Users can monitor their company's capital by managing the securities movement register of companies (particularly those issuing securities). Managing this register is a major challenge for issuing companies, who need to keep it up to date. It's a long and tedious job that's made simpler thanks to the technology developed and based on Blockchain. The PHEBE Platform offers a Register of Securities Movements ("RMT") that will be made available to Users, company directors. They will have access to their dedicated space with all the tools they need to manage their relationship with: their shareholders their lawyer, accountant, notary, who will also have access to the PHEBE platform. Three modular packages, tailored to Users' needs, will enable them to manage their shareholding and all the administrative stages in the life of their company. These offers come in the form of packages that include more or less services. All stages of corporate governance, general meetings and electronic signatures can be managed from the Issuer interface on the platform. In this way, these steps are facilitated, transparent and inclusive. Companies that have already called on PHEBE for their capital increase, or that have already digitized their share movement register, will be able to carry out new capital increases on the platform by following a simplified procedure. At the same time, PHEBE will support the companies and put them in touch with partners, at preferential rates, if they so wish. These partners will be able to intervene and help them manage financial, administrative, technical or legal aspects, as well as compliance. PHEBE will also assist companies in filling out and formatting reports for their shareholders. While the form that the DEEP (shared electronic recording device such as blockchain) registration of digitized financial securities must take is not specified by legislative texts, Article R.211-9-7 of the French Monetary and Financial Code nevertheless reveals the conditions set by Decree no. 2018-1226 of December 24, 2018 on the use of a DEEP for the representation and transmission of securities. The device must fulfill the mission of recording entries established by the company, while enabling their integrity. This decentralized technology provides information resilience, which meets the additional requirement of the device estimated as the ultimate business continuity plan. As a reminder, blockchain is a tool for storing and transmitting replicated and distributed information on a dematerialized register. This tool meets all legal requirements, by encrypting information recorded in blocks (digital pages in a dematerialized register) and structured through chronological referencing. Blockchain ensures the integrity of information by making it impossible to physically alter immutable information, thus rendering it unforgeable.

- if an error is corrected, a new transaction is entered. This system thus enables infallible traceability of entries in the blockchain and contains, for each transaction, information on the issuer, the securities and the security holders. Public blockchain and private blockchain networks differ according to whether they are open to writing (for sending and validating transactions) or reading only (for free access to the transaction register). The public blockchain offers free access to the "public" (restricted, however, to stakeholders, authorized to recognize transactions), unlike the private blockchain, which has a closed character, subjecting the writing and reading of blocks to the prior acceptance of a private administrator. The major disadvantage of a private blockchain lies in the inevitable control of important information by this third-party administrator, whom external players must trust, without being able to check the verification of transferred data themselves. PHEBE has therefore opted to use a public blockchain, which is much more resilient, secure thanks to the decentralization of data control through the participation of several players, making block hacking impossible and enabling real portability of information. PHEBE, as agent for the RMT, transfers the information contained in the shareholders' register to the public blockchain (Tezos), representing financial securities in tokens (also known as "tokens") without changing the legal status of what it represents; the paper certificate is simply the analog version of the token. Finally, article R.211-9-7 of the French Monetary and Financial Code requires the DEEP to enable the direct or indirect identification of security owners, as well as the nature and number of securities held. The owner must also have a record of his or her own transactions. PHEBE provides for these identifications as part of the book-entry of transactions established by platform users and securities owners, who each have access to a Library listing the details of transactions carried out in DEEP. In practice, the process of transferring securities takes the following form: when there is a movement of securities within the share capital of a company, the latter gives an order to its agent PHEBE to complete the RMT on the Tezos blockchain and, at the same time, to establish the financial flow transactions, as well as the legal and administrative formalities for the transfer of securities. These entirely dematerialized procedures make for (i) faster movement of securities, (ii) greater liquidity in this type of transaction, and (iii) greater transparency in the monitoring of information. PHEBE offers a service for declaring sales of securities to the tax authorities, but the customer is responsible for declaring the capital gains generated by the sale.

7.4 Unsubscribing from the PHEBE Platform

The User may unsubscribe from the Platform at any time by clicking on the dedicated button within their User space. PHEBE will then close the account and delete the personal information concerning the User or Investor concerned, subject to its legal obligations concerning the preservation of archives. The de-registration of an Investor does not affect his/her ownership of the Assets purchased through the Platform. In this sense, the relationship between the Investor and the Issuer of the Assets he/she has subscribed to or acquired will continue outside the framework of the Platform.

8. Confidentiality

8.1 Principle

PHEBE's mission is to bring together project owners, investors and partners, in strict compliance with its ethical policy. This involves the exchange of highly confidential information.

All of PHEBE's actions are governed by the strictest professional secrecy. PHEBE only communicates what is specifically useful for the purpose in question.

It is therefore expressly agreed that any "Project Initiator", "Investor", or "Partner" who registers on the PHEBE Platform, accepts the same commitment to confidentiality, with the same force. The Intervenant will receive a variety of information from the parties concerned. The Contributor therefore undertakes to respect the obligation of confidentiality described herein.

Reciprocally, the Intervenant will be protected by the same commitment to confidentiality made by the other members of the platform with whom he or she is put in contact.

Any actor who does not subscribe to the confidentiality agreement is blocked from entering the Platform.

The parties having subscribed to their confidentiality undertaking will consequently find themselves, in turn, the communicating party and the receiving party. Each therefore agrees, by the present undertaking, to the terms and conditions of this total discretion with regard to the information shared on both sides.

Any player who fails to respect his or her commitment is liable for all actions provided for by law.

8.2 Definitions specific to the confidentiality undertaking

a) Confidential information (hereinafter referred to as "information") means any information and/or data of any technical, commercial, economic, financial or legal nature, whatever its form (knowledge, experience, know-how, method, tool design, procedure, prototype, etc.), communicated in writing, orally, visually or by any other means for the purposes of informing the receiving party.

b) Information disclosed by the communicating party to the receiving party shall not be considered confidential if the receiving party can prove that :

- on or after the effective date of the AGREEMENT, information contained in any printed publication or patent, was or had become public, except as a result of a breach of this AGREEMENT by the receiving party,
- the information has been disclosed by a third party authorized to do so,
- the information results from internal developments undertaken by the receiving party, independently of the information obtained from the communicating party.

8.3 Obligations under this confidentiality undertaking

a) Use and non-disclosure of information

- The receiving party undertakes :

- to use the information solely for the purposes for which it was communicated, and
- not to divulge to a third party, or allow a third party to divulge, whether in return for payment or free of charge, in any form whatsoever, any element of the Information.

Notwithstanding the foregoing, the receiving party may disclose the disclosing party's information to a third party, provided that it has first obtained :

- written authorization from the communicating party to whom the information belongs, and
- a third-party commitment with the same legal obligations and consequences as those set out in the present commitment.

- A third party includes any entity, natural person or legal entity other than :

a) the receiving party
b) any entity, within the limits of the needs of evaluation and review of practices,
c) any approved subcontractor of the receiving party, who needs the information to carry out his specific task,
d) the management, partners, employees or advisors of the above-mentioned entities who require information relating to the assessment.

The receiving party undertakes to inform the recipients detailed above of the confidential nature of the information communicated by the communicating party and to ensure that they comply with the provisions of this agreement.

The receiving party is also authorized to disclose the information to any supervisory, control or legal authority empowered to require the disclosure of such information; the disclosing party is nevertheless informed of this instruction to the extent permitted by applicable law.

b) Information retention

The receiving party undertakes to take all necessary measures to preserve the confidentiality of the information, and to exercise the same care and make the same effort to protect the confidentiality of its own information, depending on its level of confidentiality.

c) Obligations of the communicating party

The communicating party warrants and represents that it has the right to communicate the information to the receiving party and, where the information includes personal data, that it complies with all applicable data protection obligations.

The Parties undertake to keep Confidential Information strictly confidential and not to use it for any purpose other than the conclusion and performance of the TOS. The Party having collected Confidential Information undertakes to take measures to preserve the confidential nature of such information. Such measures shall not be inferior to those taken by it for the protection of its own confidential information and shall at least present a reasonable degree of precaution, which implies that adequate measures shall be taken to :

- avoid the disclosure, communication or dissemination, whether direct or indirect, of Confidential Information to persons not authorized or not entitled to receive such information under these TOS;
- ensure that Confidential Information is not used by such persons for purposes other than those provided for in the TOS ;
- ensure that Confidential Information is not copied, reproduced, duplicated, stored, modified, downloaded or otherwise exploited, in whole or in part, other than solely for the purposes of persons authorized or entitled to access it;
- ensure that employees, subcontractors and agents to whom Confidential Information may be communicated comply with the said clause (in particular by means of confidentiality agreements). The Parties acknowledge that PHEBE may be required to communicate or disclose Confidential Information (i) to subcontractors of PHEBE and to any entity of the PHEBE shareholder group(s) subject to the same obligation of confidentiality and having a need to know such information in the context of the performance of the TOS, or (ii) in cases provided for by a legal or regulatory provision in force in France. PHEBE declines all responsibility in the event of failure by Users to respect the confidentiality of Confidential Information communicated to them in the context of the conclusion or execution of the present contract. The User undertakes to bear all the consequences of a breach of the present obligation of confidentiality by himself or by his employees (whether Authorized Persons or not). The obligation of confidentiality referred to in the present article remains valid for a period of fifteen (15) years after the termination of the TOS, for any reason whatsoever.

9. Professional secrecy

In accordance with legal and regulatory provisions and international conventions, PHEBE has taken the appropriate measures to ensure the confidentiality of information transmitted. However, the User hereby expressly authorizes PHEBE to communicate (i) the information strictly necessary for the management of the commercial relationship, to the legal entities of its group and to third parties for the execution of the services entrusted by PHEBE, in particular for the processing of KYC obligations, LCB-FT Requirements and operations recorded on the User Space and (ii) more generally, any information reasonably necessary to any person in order for PHEBE to comply with legal and regulatory provisions and international conventions.

10. Duration

The TOS are concluded for an indefinite period. They come into force from the date of their acceptance by the User in accordance with Article 3. The TOS apply when the Visitor connects to the PHEBE Platform, until the end of his/her browsing (when he/she disconnects).

11. Termination

PHEBE and the User may each terminate the present contract by simple electronic mail to the other Party. Unless otherwise agreed between PHEBE and the User, termination shall take effect five (5) calendar days after receipt of the said e-mail, without indemnity or damages on either side as a result of such termination. Notwithstanding the above paragraph, in the event of a substantial breach of contract, or gross negligence or wilful misconduct on the part of one of the Parties, the other Party may terminate the present TOS by operation of law, without prejudice to any damages which may be awarded to it as a result of the termination, fifteen (15) calendar days after formal notice, stating the reasons therefor, has not been served. Said formal notice shall be sent to the other Party by e-mail to the following address support@phebe-consulting.com. Termination will take effect on receipt by the defaulting Party of a second letter in the form of a registered letter with acknowledgement of receipt attesting to its wish to terminate these TOS. Furthermore, PHEBE may terminate the TOS by operation of law, and without any indemnity or damages to the User as a result of such termination, in the event of modification(s) to the Applicable Regulations which would no longer allow, at PHEBE's sole discretion, PHEBE to provide one or more Services to the User or would no longer allow a Party to consider that it is acting, under the TOS, in compliance with the Applicable Regulations. In this case, termination will take immediate effect upon receipt by the User of an e-mail. Any termination or expiry of the TOS shall entail the termination or expiry of the contractually agreed Special Terms and Conditions. It is expressly agreed that the termination of the TOS shall not entitle the other Party to any compensation or sum of any kind whatsoever, except for the payment of commissions and fees relating to the performance of the Services prior to the expiry of the TOS.

12. Financial terms and conditions

Access to the PHEBE Platform for consultation of the Information by the User and his Authorized Persons is free of charge. The financial conditions of the Services are described in the pricing policy available from our consultants or on the link https://phebe-consulting.com/politique-tarifaire/.

13. PHEBE's liability

13.1 Principles

PHEBE will do everything in its power to ensure access to the Services and to the PHEBE Platform under the conditions mentioned in the present TOS within the framework of an obligation of means.

13.2 Limitation of PHEBE's liability

The User and the Visitor accept that the Services may, for various reasons (maintenance, unavailability of the telecommunications network, etc.), be temporarily unavailable in whole or in part. The User acknowledges that the subscription of financial securities issued by unlisted companies presents a risk of loss of invested capital and consequently an absence of liquidity. In this respect, the User acknowledges that PHEBE cannot be held liable for any losses incurred by the Investor when subscribing via the PHEBE Platform. The User acknowledges that PHEBE shall not be held liable for such unavailability, for any reason whatsoever. PHEBE therefore assumes no responsibility for the transport of information or interruptions to the Services due to fortuitous events or force majeure, or due to malfunction and/or saturation of the telephone operator's network or failure of the User's Internet service provider. It is unrelated to any dispute that may arise between the User and his/her telephone operator or Internet service provider. It is the User's responsibility to ensure that his or her remote communication systems are secure. In this respect, the User releases PHEBE from all consequences that may result from the use of the means of communication available to him/her, resulting in particular from a technical failure of his/her equipment, from an error, insufficiency or imprecision in the instructions transmitted to PHEBE or from the use by an unauthorized third party of his/her personal identifiers. Consequently, if PHEBE blocks a message because it contains a virus, the User acknowledges that PHEBE cannot be held responsible for any damage that may occur in the event of failure to take into account and/or process a request transmitted by the User. Furthermore, the User acknowledges that :

- PHEBE does not warrant that the PHEBE Platform, its content, functionality, or Services will be error-free, or available on an uninterrupted basis, or that defects will be corrected, or that use of the PHEBE Platform will produce any specific results;
- The PHEBE Platform, its content, features, Information and/or Services are provided "as is" and subject to availability. To the fullest extent permissible pursuant to applicable law in France, PHEBE disclaims all warranties of any kind, express or implied, with respect to the Services, including but not limited to warranties of fitness for a particular purpose, merchantability and/or accuracy;
- PHEBE cannot be held responsible for any element beyond its control or for any loss or damage resulting directly or indirectly from access to the PHEBE Platform or its use with the User's technical equipment (computers, software, network equipment and any other equipment used to access the Services);
- PHEBE shall not be held liable for any loss or damage resulting directly or indirectly from the User's inability to access the PHEBE Platform, from the loss of data, damage or viruses that may affect the User's computer equipment and/or from the presence of a virus on the PHEBE Platform. The User acknowledges that PHEBE cannot be held liable in the following cases:

- as a result of the failure or deficiency of a product or service for which neither it nor any of its subcontractors is responsible for supply or delivery;
- as a result of a prolonged delay in the provision of Services, due to the intervention of an authority or service provider (particularly a bank) in the process of making the Services effective.

In this respect, PHEBE shall not be held liable for any extension of the deadline for the provision of its Services, due to verification or services provided by other service providers. The total liability of PHEBE or any of its suppliers or licensors arising out of the TOS for proven direct damages, shall in no event exceed, in the aggregate, the amounts actually paid by the User governing the Services from which the damage arises for the 12-month period preceding the event(s) giving rise to such a challenge to its liability under said year.

14. Responsibility of the User

The User and the Visitor are solely responsible for any direct or indirect, material or immaterial damage caused to PHEBE as a result of accessing, consulting and using the Information and/or Services of the PHEBE Platform. The User and the Visitor declare that they accept the characteristics and limits of the Internet and mobile Internet, and in particular acknowledge that :

- the technical performance of the Internet and Mobile Internet requires the processing time necessary to respond, consult, query or transfer the Information, as well as to access, consult and use the Information and/or the Services of the PHEBE Platform;
- he is solely responsible for his Internet and Mobile Internet access;
- access, consultation and use of the Information and/or Services on the PHEBE Platform are at the User's own risk and under the User's sole responsibility;
- any material downloaded by the User or obtained in any other way when accessing, consulting and using the Information and/or Services of the PHEBE Platform is at the User's own risk, the User and the Visitor being solely liable for any damage to their equipment or any loss of data resulting from the downloading of such material;
- the protection of data and/or software is the responsibility of the user, who must take all appropriate measures to protect them from viruses;
- it is the user's responsibility to take all necessary measures to ensure that the technical characteristics of his or her device and/or computer network allow him or her to access, consult and use the Information and/or Services of the PHEBE Platform.

Furthermore, it is the User's responsibility to take all necessary precautions to lock access to his/her User Space, telephone or e-mail using his/her personal and confidential login and password. The User shall bear all the consequences that may result from their voluntary or involuntary disclosure. The User is solely responsible in the event of malfunction of his/her equipment, misuse thereof or any other external circumstance affecting the reception of alerts or their content. The User remains entirely responsible for the management of his/her User Space, notwithstanding any possible malfunction of the User Space, which may in no case be invoked against PHEBE to release the User from liability. The User is solely responsible for all information and content, whatever its nature, that he or she disseminates on the Platform. In this respect, he/she guarantees that he/she is the owner of all rights and authorizations to such information and content and to its distribution. In particular, such information and content must be lawful and not infringe public order, any legislation or regulation, or the rights of third parties. PHEBE will not be held responsible for the distribution of information and content established by Users of the platform, who alone are liable under civil or criminal law for such acts. The User acknowledges that the provision of contract models and legal documents by PHEBE, as part of the services offered, do not constitute legal advice, opinions or consultations, which must be drawn up by a lawyer or any other legal professional authorized to draw up such documents.

15. Fortuitous events

The User and the Visitor are hereby informed and acknowledge that, in accordance with the provisions of article 1218 of the French Civil Code, neither the User, the Visitor nor PHEBE may be held liable for failure to perform their contractual obligations if this failure is due to an event beyond their control and constitutes a case of force majeure under the conditions set out below. PHEBE, like the User or Visitor, shall notify the other Party by any available means of any case of force majeure to which it may be subject. Initially, cases of force majeure suspend performance of the present TOS. If a case of force majeure lasts longer than two (2) months, either Party may request termination of the TOS. The following are expressly considered to be cases of force majeure, in addition to those usually accepted by the jurisprudence of the French Courts and Tribunals: total or partial strikes, whether internal or external to the company, governmental or legal restrictions (in particular those implemented in the event of epidemics or pandemics), legal or regulatory changes to forms of marketing, computer breakdown, telecommunications blockage, and any other event beyond the control of one of the Parties preventing the normal performance of the TOS by that Party.

16. Intellectual property rights

The User (including any Authorized Person designated by the User) has a personal, worldwide, non-exclusive and non-transferable right to use the features of the PHEBE Platform for the purposes of using the Information Service via the User Space, for the sole duration of the contractual relationship, which may not exceed the duration of copyright in France. The User acknowledges that all of the elements making up the PHEBE Platform, both the structure and the content and Information, remain the exclusive property of PHEBE, including all intellectual property rights pertaining thereto, and that no transfer of intellectual property is made to the User other than as stipulated above. The User undertakes not to infringe, directly or indirectly, either personally or through an intermediary, this property right. The User is formally prohibited from:

- infringe the intellectual property rights held by PHEBE on the PHEBE Platform, its content and trademarks or any other distinctive sign, or those held by third parties on the content posted on the PHEBE Platform;
- to proceed with any form of reproduction or representation of the PHEBE Platform or its documentation, or to alter or mask in any way whatsoever the trademarks, distinctive signs, mentions of intellectual property rights affixed to the PHEBE Platform;
- intervene in the PHEBE Platform in any way and for any reason whatsoever, including to correct any errors;
- seek to implement systems that are likely or of a nature to infringe or unfairly compete in whole or in part with the PHEBE Platform or to violate these TOS, including through the use of hyperlinks or framing techniques;
- seek to undermine the integrity of the PHEBE Platform, or modify or seek to circumvent any of the PHEBE Platform's protective devices. The User acknowledges and accepts the general privacy policy of PHEBE on the website https://phebe-consulting.com/conditions-generales-d-utilisation/. The User can access his personal data in the User Space.

17. Illegal behaviour

When using the Information and/or Services, the User undertakes not to engage in any act whatsoever that is contrary to French law, French public policy, public decency or the rights of a third party. The User shall also refrain from diverting the Information and/or Services from their intended purpose, in particular by accessing data over which he/she has no right of access, by downloading data in an illicit manner or which would infringe the rights of third parties, or by using the Information and/or Services for illicit purposes. Under no circumstances may PHEBE be held responsible for the harmful consequences of such use of the Information and/or Services. PHEBE further reserves the right to delete any content that is illicit or infringes the rights of third parties, as soon as it becomes aware of such content. In the event of seriously reprehensible behavior on the part of the User, PHEBE may close the User Space without notice.

18. Hypertext links

The PHEBE Platform may provide links to other websites. The websites to which these hypertext links refer are, unless otherwise stated, independent of the PHEBE Platform and PHEBE. PHEBE shall in no way be held responsible for the content of these sites, or for any damage that may result from connecting to these sites, or from the information contained therein, or from any transactions that may be carried out on these sites. Any hypertext link, of any nature whatsoever, allowing access to the PHEBE Platform to any of its pages or elements, and which is not provided via the PHEBE Platform itself, requires the prior written authorization of PHEBE.

19. Subcontracting

The User acknowledges and is informed that PHEBE may call upon, at its own expense and if necessary, one or more subcontractors in the context of the execution of the present TOS, and in particular (in a non-limitative manner) IT service providers or information suppliers. PHEBE shall remain solely liable to Users for any failure by its subcontractors to comply with these TOS.

20. Proof

In accordance with article 1368 of the French Civil Code, the User is hereby informed of the rules of evidence admissible in the context of the use of the Services. The User accepts that the identification elements used, i.e. personal identifiers and/or passwords received by e-mail, are admissible before the Courts and constitute proof of the data and elements they contain, as well as of the authentication procedures and signatures they express. The User acknowledges that he/she consents to all operations carried out from his/her User Space on the PHEBE Platform. The User accepts that these procedures, including in particular the entry of his/her personal identifiers and/or password and/or by ticking boxes and/or by using any other means made available to him/her, are admissible before the Courts and constitute proof of the data and elements they materialize as well as the signatures they express in accordance with the requirements of article 1367 of the French Civil Code. The User accepts that the documents, data and information, in particular the KYC Documentation archived as part of the Services, the proof files, possibly contained on durable media, emails, telephone recordings, acknowledgements of receipt exchanged between PHEBE and the User, are admissible before the Courts and constitute proof of the data and elements they contain. The User is informed that electronically signed documents are archived in conditions that guarantee their security and integrity over time, in accordance with the requirements of article 1366 of the French Civil Code, which the User acknowledges. The User is reminded that the electronic signature gives legal effect to contracts and operations concluded within the framework of the Services in the same way as a handwritten signature. The User acknowledges that receipt by e-mail of the signed document at his/her e-mail address constitutes delivery within the meaning of article 1127-6 of the French Civil Code. In the context of the relationship between the User and PHEBE, proof of connections, computer records and other identification elements will be established as necessary, on a computer medium or on paper.

21. General provisions

21.1 No relinquishment

The User is hereby informed and acknowledges that the fact that a Party does not avail itself of the benefit of any of the clauses of these TOS, and in particular does not avail itself of a breach of any of the obligations referred to in the TOS, shall not be construed as a waiver of the right to avail itself of the benefit of said clause in the future.

21.2 Entire TOS

These TOS, together with any Special Terms and Conditions, express the entirety of the obligations of the Parties. These TOS cancel and replace any oral or written agreement or contract between the Parties relating to the Services.

21.3 Modification of the TOS

PHEBE is entitled to modify the present TOS at any time and will publish the modified TOS by any means of which it will inform the User. In the event of significant modification of the TOS, the new TOS will come into force twenty-four (24) hours after their publication on the PHEBE website and a concomitant notification will be sent by email (to the address that the User will have indicated to PHEBE at the time of registration). Should the User fail to notify PHEBE of any objections before the expiry of the aforementioned period, this shall constitute acceptance of these modifications. However, PHEBE reserves the right to modify the present TOS at any time and immediately in order to comply with any Applicable Regulations. In the latter case, the new TOS will come into force as soon as they are published on the PHEBE website and a concomitant notification will be sent by email (to the address that the User will have indicated to PHEBE at the time of registration).

The User's acceptance of such a modification constitutes a determining condition of PHEBE's agreement.

21.4 Partial disability

In the event that one or more of the stipulations of the TOS should prove to be invalid or be declared as such in application of a law, regulation or following a definitive decision of a competent court, the other stipulations shall retain all their force and scope, and neither Party shall be entitled to claim damages for the sole reason of such invalidity. PHEBE will in good faith replace the stipulation(s) in question with one or more valid stipulation(s) which come as close as possible to the intention and economic effects of said stipulation(s).

21.5 Language

The TOS may be translated into several languages for convenience only. In the event of any inconsistency or contradiction in interpretation, the French version shall prevail.

21.6 Notifications

The User is informed that PHEBE may send the notifications or notices of modification mentioned in the present TOS by e-mail, to the e-mail address support@phebe-consulting.com. The User undertakes to consult his/her e-mail and User Space regularly, to read said e-mails carefully, and to apply any advice and instructions without delay.

22. Applicable law and dispute resolution

The TOS are governed by French law. In the event of a dispute between PHEBE and a User relating to the TOS and/or the use of the PHEBE Platform, in particular concerning its formation, validity, execution, interpretation or termination, the said Parties undertake, in the first instance, to cooperate diligently and in good faith with a view to finding an amicable solution to their dispute. In the event of failure to reach an amicable settlement within forty-five (45) days, any dispute arising in connection with the TOS and the use of the PHEBE Platform shall fall within the exclusive jurisdiction of the courts sitting within the jurisdiction of the Paris Court of Appeal.