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GENERAL TERMS AND CONDITIONS OF SALE FOR PROFESSIONAL SERVICES BETWEEN BUSINESSES

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Article 1. Scope of Application

These general terms and conditions of sale for professional  services (the "General Terms") constitute, in accordance with  Article L.441-1 of the French Commercial Code, the sole basis  for commercial negotiation between the parties.  

Their purpose is to define the terms and conditions under which  MARKCHAIN, a single-member limited liability company  with a capital of 1,000 euros, having its registered office at 28  Rue Fortuny 75017 Paris, registered with the Paris Trade and Companies Register under number 882  090 863 and with the intra-community VAT number  FR81882090863 (the "Service Provider"), provides  professional clients (the "Client" or "Clients") who request it,  the services as defined below (the "Services").  

As the first French marketing and press relations agency specializing in the Blockchain & crypto-asset industry, the Service Provider has unique expertise in this field, particularly with regard to Initial Coin Offerings ("ICO").

The Services consist of consulting services, such as:  

- reviewing and/or critically examining the Client's  information document ("White Paper") and related  marketing materials,  

- providing advice on the creation, financing,  development, and management of the Client's  project,  

- providing advice on marketing and communication  surrounding the project,  

- introducing the project to potential strategic partners  and participating in related meetings, etc.  

The Services may also include service provisions, such as:  

- providing intermediary services for the purchase of  advertising space or services relating to the editing or  distribution of advertising materials (it being  specified that in the context of these services, the  Client and the Service Provider must enter into a  contract in accordance with Article 20 of Law No.  93-122 of January 29, 1993),  

- providing social media community management  services,  

- procuring audiovisual and/or written content from  content creators, etc. 

In accordance with Article 24 of Law No. 93-122 of January  29, 1993, the Service Provider declares that it does not maintain  financial ties with sellers of advertising space.  

The General Terms apply, without limitation or reservation, to  all Services provided by the Service Provider to Clients,  

regardless of any clauses that may appear in the Client's  documents, including their general terms of purchase.  

In accordance with current regulations, these General Terms  are systematically provided to any Client who requests them,  to enable them to place an order with the Service Provider.  They are also provided to any Client prior to the conclusion of  a contract.  

Any order for Services implies the Client's acceptance of these  General Terms.  

The information contained in any possible brochures and rates  of the Service Provider are provided for guidance only and are  subject to change at any time. The Service Provider is entitled  to make any modifications it deems useful.  

These General Terms are the only ones in force, and they cancel  and replace all previous versions.  

In accordance with current regulations, the Service Provider  reserves the right to deviate from certain clauses of these  General Terms, depending on the negotiations conducted with  the Client, by establishing special conditions that may appear  in a service provision contract, an advisory contract, or any  other agreement.

Article 2. Orders  

2.1 Preparation of the quote and/or contract. As the price of  the Services cannot be determined a priori or indicated with  accuracy, the Service Provider will communicate a detailed  quote to the Client by email, in accordance with applicable  regulations.  

The quote is prepared in advance by the Service Provider,  having gathered the necessary information from the Client, and  includes the Services requested by the Client and the nature of  these Services. The quote is sent to the Client along with these  General Terms and/or any other agreement (service provision  contract, consulting contract, etc.).  

The sale of Services is only complete after the Client has signed  the quote or contract and accepted these General Terms, as  evidenced by the Client's signature.  

The quote or contract concluded between the parties, once  signed by the Client, constitutes special conditions that may  deviate from certain clauses of the General Terms, depending  on the negotiations with the Client. 

‍Article 3. Rates

The Services are provided at the Service Provider's rates in  effect on the day the order is placed, according to the quote or  contract previously prepared by the Service Provider and  accepted by the Client, in accordance with Article 2 above.  

The Service Provider's rates are determined based on the  Services requested by the Client, taking into account the nature  of the Services.  

The rate corresponds to a total and fixed price, detailed by the  Service Provider in accordance with its legal obligations.  

The Client undertakes to pay all taxes due in the context of the  provision of the Services, value-added tax, and any other taxes  due under the laws of the territory where the Services are  executed. The rates are net, exclusive of taxes and VAT. 

Full payment for the Services, requested upfront, or a deposit  corresponding to 50% of the total price of the ordered Services  may be required when placing the order.  

The balance of the price, if applicable, is payable in cash on the  day the said Services are provided.  

The Service Provider is not obligated to provide the Services if  the Client does not pay the price under the conditions and  according to the terms indicated in these General Terms.  

Under no circumstances is the Service Provider required to  refund the price paid by the Client (i) if the Client decides to  cancel the order for which they have given their agreement, or  (ii) when the Services have already been performed by the  Service Provider, which the Client expressly acknowledges.  

In any case, the Client is required to reimburse the Service  Provider for any expenses incurred in the context of the  Service, which the Client expressly acknowledges.  

Article 4. Payment Terms

4.1 Payment deadline. The price is payable in full and in a  single payment within the deadline specified on the Service  Provider's invoice.  

4.2 Late payment penalties. The Client expressly  acknowledges and accepts that any delay in payment of  invoices after their due date may result in the payment of a late  interest equal to a fixed rate of 1.5% per day of delay from the  due date of the invoice, without prejudice to the Service  Provider's right to suspend or cease the execution of the  Services. This rate is applied to the total amount of the invoice  including tax.  

4.3 Lump sum indemnity. In addition, the Service Provider  may require payment of a lump sum indemnity for recovery  costs amounting to 40 euros. When the recovery costs incurred  are higher than the amount of this lump sum indemnity, the  Service Provider may request additional compensation, upon  justification. However, in accordance with Article L.441-10 of  the Commercial Code, the Service Provider cannot claim the  benefit of these indemnities when the opening of a safeguard,  recovery, or judicial liquidation procedure prohibits payment at  its due date of the claim owed to them. 

Article 5. Service Provision Terms

5.1 Service execution deadlines. The schedule and  deliverables of the Services will be agreed in good faith  between the parties according to the availability of the Service  Provider.  

The Service Provider's liability cannot be engaged in case of  delay or suspension of the provision of the Service attributable  to the Client, or in case of force majeure as defined in Article  1218 of the Civil Code and French case law.  

5.2 Human resources, equipment, and project  management. The Service Provider will implement the  necessary human resources to carry out the Services as  described in the quote (or contract).  

The Service Provider is subject to a general obligation of means  regarding the Services vis-à-vis the Client and cannot be held  responsible for any result in the context of the execution of the  Services, which the Client expressly acknowledges. 

5.3 Client's reservations or claims. In the absence of  reservations or claims expressly issued by the Client upon  

receipt of the Services, they will be deemed to conform to the  order in quantity and quality.  

The Client will have a period of 48 hours from the provision of  the Services to notify, by email, such reservations or claims,  with all supporting documents, to the Service Provider. The  notification must be reiterated by registered letter with a  request for acknowledgment of receipt to the Service Provider's  head office within five (5) calendar days from the date of  sending the email.  

No claim can be validly accepted in case of non-compliance  with these formalities and deadlines by the Client.  

Article 6. Assurance - Responsabilité du  Prestataire - Garantie  

The Service Provider declares to hold all the necessary  competencies for the execution of the Services.  

The Service Provider declares to be insured for its professional  civil liability with a financially sound company for all material  and immaterial damages resulting from the execution of the  Service by its personnel or collaborators. Contact: Crédit  Agricole Assurances, TSA 86412, 28039 Chartres Cedex, Tel  02 46 81 46 02, santepro@ca-assurances.fr.  

The Service Provider's liability can only be engaged in case of  proven fault or negligence and is limited to direct damages,  excluding any indirect damages of any nature whatsoever.  

The Service Provider's liability cannot be engaged in case of  fault or negligence by the Client, their employees, service  providers, and/or third parties.  

In any case, should the Service Provider's liability be retained,  the Service Provider's warranty would be limited to the amount  paid by the Client for the provision of the Services (net amount,  excluding taxes and VAT).

Article 7. Non-solicitation  

The Client is prohibited from making direct or indirect  employment offers to the Service Provider's employees who  participated in the execution of the Services. This prohibition  is valid during the duration of the Services execution and for  twelve (12) months following the date of completion of said  Services.  

Article 8. Resolution  

In case of non-compliance by either party with any of the  obligations provided for in these General Terms and  Conditions, the contract will be resolved at the discretion of the  injured party.  

It is expressly understood that this resolution for breach of a  party's obligations will occur automatically ten (10) days after  receipt of a formal notice to perform, which has remained, in  whole or in part, without effect. The formal notice will be  notified by registered letter with acknowledgment of receipt  and must mention the intention to apply this clause.  

It is expressly agreed between the parties that the debtor of an  obligation to pay under these General Terms and Conditions  will be validly put on notice by the mere exigibility of the  obligation, in accordance with the provisions of Article 1344  of the Civil Code. 

In any case, the injured party may request the award of damages  in court.  

Article 9. Intellectual Property Rights  

Unless otherwise stipulated in the contract, the Service  Provider remains the owner of all intellectual property rights  on the studies, texts, drawings, models, prototypes, etc., carried  out (even at the Client's request) to provide the Services to the  Client. The Client is therefore prohibited from any  reproduction or exploitation of said studies, texts, drawings,  models, and prototypes, etc., without the express, written, and  prior authorization of the Service Provider, which may  condition it upon financial compensation.  

Article 10. Personal Data  

The personal data collected from the Client is subject to  computer processing carried out by the Service Provider. They  are recorded in its Customer file and are essential for  processing the order. This information and personal data are  also kept for security purposes, in order to comply with legal  and regulatory obligations. They will be kept for as long as  necessary for the execution of orders and any applicable  warranties.  

The data controller is the Service Provider. Access to personal  data will be strictly limited to the employees of the data  controller, authorized to process them because of their  functions. The information collected may be communicated to  third parties linked to the company by contract for the  execution of subcontracted tasks, without the Client's  authorization being necessary.  

As part of the execution of their services, third parties have only  limited access to the data and are obliged to use them in  accordance with the provisions of the applicable legislation on  the protection of personal data. Apart from the cases stated  above, the Service Provider undertakes not to sell, rent,  transfer, or give access to third parties to the data without prior  consent from the Client, unless forced to do so for legitimate  reasons.  

If the data is to be transferred outside the European Union, the  Client will be informed, and the guarantees taken to secure the  data (for example, adherence of the external provider to the  "Privacy Shield", adoption of standard protection clauses  validated by the CNIL, adoption of a code of conduct,  obtaining a CNIL certification, etc.) will be specified.  

In accordance with the applicable regulations, the Client has  the right to access, rectify, delete, and port their data, as well as  the right to object to the processing for legitimate reasons,  rights that they can exercise by contacting the data controller at  the following postal address: 28 rue Fortuny 75017 Paris, or by email, at the following address:  q.herbrecht@markchain.io. In case of a complaint, the Client  may file a complaint with the Service Provider's personal data  protection delegate at the National Commission for  Information Technology and Civil Liberties (CNIL).

Article 11. Unforeseeability  

These General Terms and Conditions expressly exclude the  legal regime of unforeseeability provided for in Article 1195 of  the Civil Code for all operations of providing Services from the  

Service Provider to the Client. The Service Provider and the  Client therefore each waive the right to invoke the provisions  of Article 1195 of the Civil Code and the regime of  unforeseeability provided therein, committing to fulfill their  obligations even if the contractual balance is disrupted by  circumstances that were unforeseeable at the time of the  conclusion of the sale, even if their execution would prove  excessively burdensome, and to bear all the economic and  financial consequences.  

Article 12. Force Majeure  

The Parties shall not be held liable if the non-performance or  delay in the performance of any of their obligations, as  described herein, results from a case of force majeure, as  defined in Article 1218 of the Civil Code and the applicable  French case law as of the date on which the case of force  majeure would occur.  

Article 13. Notification and Proof Agreement  

Any notification by a party must be sent to the registered office  of the other party if it is made by registered letter with  acknowledgment of receipt.  

The date of notification made by registered letter with  acknowledgment of receipt shall be deemed to be the date of  first presentation by the postal services of said registered letter  with acknowledgment of receipt.  

Unless otherwise stipulated, any notification by the Client to  the Service Provider made by email must be sent to the  following address: 28 rue Fortuny, 75017 Paris.  

Any notification by the Service Provider to the Client made by  email must be sent to the address stipulated for this purpose in  the quote or contract sent by the Service Provider to the Client.  

Unless otherwise stipulated, as an agreement of proof, and in  accordance with the provisions of Article 1368 of the Civil  Code, the Service Provider and the Client agree that any  correspondence or document simply exchanged by email shall  be valid, constitute admissible and enforceable evidence  between the parties within the framework of the execution of  the contract. 

Article 14. Applicable Law  

This Contract shall be governed by and construed in  accordance with French law, regardless of the application of  conflict of laws rules.  

‍Article 15. Disputes  

Any dispute, disagreement, or claim arising out of or in  connection with this Contract, including its validity, invalidity,  breach, or termination, shall be submitted to the exclusive  jurisdiction of the Paris Commercial Court.  

Article 16. Acceptance by the Client  

THESE GENERAL TERMS AND CONDITIONS ARE  EXPRESSLY AGREED AND ACCEPTED BY THE  CLIENT, WHO DECLARES AND ACKNOWLEDGES  HAVING PERFECT KNOWLEDGE OF THEM, AND  THEREFORE WAIVES THE RIGHT TO RELY ON ANY CONTRADICTORY DOCUMENT AND, IN  PARTICULAR, THEIR OWN GENERAL TERMS AND  CONDITIONS OF PURCHASE, WHICH SHALL BE  UNENFORCEABLE AGAINST THE SERVICE  PROVIDER, EVEN IF THEY HAVE BEEN MADE  AWARE OF THEM.