GENERAL TERMS OF SERVICE

INTRODUCTION

The Tokeny S.à R.L. company (commercial name “Tokeny Solutions” and hereinafter referred to as “Tokeny”), registered in Luxembourg under number B218805 and located at 9 Rue du Laboratoire, L-1911 Luxembourg, provides the “Tokeny Digital Assets Issuance and Servicing Services”. These services are multi-layered and are generally being offered on a “Software as a Service (SaaS)” mode.

Tokeny’s services are designed to support Issuers of a Digital Asset Offering with various technology services to optimise their experience in tokenizing financial or non-financial assets. Having considered the characteristics and  suitability of the Services for their needs, the Customer wants to place an order for said Services under these conditions. The signing of the Tokeny Purchase Order by the Customer automatically constitutes full acceptance of these Terms of Service.

DEFINITIONS

Terms beginning with a capital letter, used in the singular or plural, shall have the meanings given to them hereinafter.

Purchase Order: means the purchase order stipulating the details of the Services as ordered by the Customer, entirely subject to the General Terms of Service.

Contract: the whole of these General Terms of Service and the Purchase Order signed by the Customer, with the exclusion of any other document.

Period: means the duration of the Contract. The Period can be open-ended or for specific dates as stipulated in the Purchase Order.

Services: refers to the Tokeny Services as defined in the Purchase Order.

Documentation: means the Services standard documentation, available online and/or provided to the Customer.

Data: refers to the data and files added on the Tokeny platform as a result of the Application of the Customer, hosted in connection with the Service. Data loaded by the Customer are strictly related to their professional activity and must comply with the terms of the Contract. They include data from the Customer’s Counterparts (Investors, Agents, …) who participate in a way or another in the Digital Asset Offering process or acquire Customer’s Digital Asset tokens.

Applications: refers to access to the Services through a set of parameters which is identified by a unique ID number corresponding to the Digital Asset Offering, made available to the Customer and allowing it to combine data and set its presence on the platform.

Users: refers to persons specifically authorized by the Customer (members of its staff or members of the staff of the Agents appointed by the Customer to participate and/or support the Digital Asset Offering or Servicing processes) to be granted access to the Services on behalf of the Customer.

Initialization: refers to the services provided prior to the Service consisting of (i) setting the Service and (ii) Data loading. The indicative content of the Initialization is set out in the Purchase order.

Restoration: refers to the restoration of the availability of the Services in the event of an Anomaly;

Maintenance: means the correction of any software Anomalies of the Services or the technical improvement of the Service which can happen from time to time at the initiative of Tokeny.

Anomaly: means a repeatable failure or unavailability of the Services, not caused by an exclusion of Maintenance.

Evolution: means the functional or technical evolution of the Services implemented by Tokeny at its discretion, and deployed automatically to all Customers.

Infrastructure: means the technical infrastructure used by Tokeny through its web hosting subcontractor to provide the Services.

Transaction: means a token buying event.

Investors: means the Customer’s token holders involved in transactions via the Services (including the Digital Asset Offering Smart Contract) and in certain cases token buyers or receivers via alternative means after the initial Digital Asset Offering.

Additional Services: refers to any separate service that the Customer may order in the Purchase Order as they appear in the Tokeny catalogue or by ad-hoc quotation if Tokeny is in a position to issue such quotation.

Smart Contract: refers to the programmable code based on blockchain allowing the Contributors to receive and trade Customer’s tokens.

PURPOSE

The purpose of these Terms of Service is to define the Terms of Service under which the Customer benefits from the Services in exchange for fees paid to Tokeny.

CONTRACTUAL DOCUMENTS

These Terms of Service and the Purchase Order signed by the Customer and its appendices, shall together constitute the Contract, excluding any other document such as the Customer’s terms of purchase and the Tokeny commercial proposal. In addition, some modules of the Services developed by third parties may give rise to additional Terms of Service, which incorporate the Contract and the Customer must accept them in order to use such modules.

In case of conflict between the Purchase Order and these Terms of Service, the Purchase Order shall prevail. In case of doubt about the extent or nature of the Services, the Purchase Order is interpreted in terms of these Terms and Tokeny’s previous commercial proposal.

DURATION

The Contract shall become effective from the date of receipt by Tokeny of the Purchase Order signed by the Customer, for the initial firm and irrevocable Period stipulated in the Purchase Order.

SERVICE

Setting up Services

Tokeny offers to set up various services in regards to the Customer’s digital assets tokens issuance and servicing needs, including smart contracts, transfers validation, dashboards and other Tokeny services within the limits of the service options chosen by the Customer. The Customer acknowledges that, in all cases, it is responsible for adapting its practices to the features and management rules of the Services and for conducting the required change management internally and configuring all services.

The indicative duration of the Services is set out in the Purchase order. The Customer shall have a period of ten (10) business days to test the Services and contact Tokeny in writing with any reservations. Tokeny will address such reservations as soon as possible. Any reservations must be made in writing within the deadline. In the absence of written confirmation within that time, or if the reservations are related to a third party item or service, the service is deemed to be finally accepted without reservation.

In case of a request for a specific adjustment that is beyond the Service’s settings capability, Tokeny may submit an additional specific quote to the Customer, outlining the calendar and financial conditions for the specific adjustment proposed.

Data Loading

Data loading is performed by Tokeny according to the information given by the Customer. Where applicable, the Customer makes its Data available in the manner specified by Tokeny, which loads them in the infrastructure, blockchain, validator, dashboard and where else needed by reproducing them. The Customer is solely responsible for the quality and nature of the Data transmitted to Tokeny for loading purposes. The integrity, legality and use of the Data are the sole responsibility of the Customer.

Service Interconnection

In principle, the interaction is done via the Service’s interfaces without additional integration diligence. If the Customer requires a deeper integration service, it must formulate the request with Tokeny which can propose a quote and timeframe. In all cases, the Customer is solely responsible for obtaining the necessary rights and authorizations for this interconnection for the relevant publishers and is solely responsible for any damage that may occur in case of failure of a third party item. More generally, Tokeny assumes no liability for any malfunction of the Services or damage to Data caused by any third party software or services with which the Service interacts. Tokeny does not guarantee that the compatibility of the Services with the Customer Websites or with its Smart contracts will be permanent, given the fact that the Websites and Smart contracts are not under its control, which the Customer acknowledges.

SERVICES OPENING

The Customer accesses the Service via the resources made available by Tokeny, the Customer’s workstations only constituting terminals on which the Data and features of the Service are displayed. The access and data entry services including smart contract addresses will be conducted by Tokeny.

The Customer is solely responsible for actions performed using the assigned code and Digital Asset Offering smart contracts. Tokeny assumes no responsibility for any intentional or unintentional disclosure by the Customer of the passwords or other information provided. If applicable, Tokeny will charge the Customer for checks and repairs carried out in case of fraudulent introduction or use of the Service by unauthorized third parties.

DESCRIPTION OF SERVICES

Scope of Service

The Services includes grey label Issuance Platforms and Servicing Services cloud solutions, dashboards, transfers validation, KYC support and other optional services selected by the Customer. The Services granted to the Customer include the standard services that are necessary for the Customer to issue their Digital Asset token and operate the Servicing of their Digital Asset token, as well as the optional services selected by the Customer in the Purchase Order.

Some optional services are developed by third party publishers and incorporated into the Services by Tokeny. Where appropriate, Tokeny may submit specific additional requirements for these services to the Customer, the Customer acknowledging that it can only use these services and offer them to Investors by agreeing to the terms of their own publishers.

The Services and the Customer’s Data are hosted on Tokeny’s servers or its hosting subcontractor’s servers, enabling the remote processing and safeguarding of Data, the volume of which the Customer shall indicate in writing in the Purchase Order. The Services fee is defined for a maximum number of Investors. If exceeded, Tokeny will automatically charge the top bracket fee in proportion to the excess recorded. The journals, logs and records of Tokeny, or its hosting subcontractor, or any of its third party sub-contractors are used as evidence in disputed cases, which the Customer acknowledges.

For the purposes of executing the Services, the Customer expressly grants Tokeny, its hosting subcontractor and any of its third party subcontractors, a personal, non-assignable and non-transferable right to reproduce the Data on the Infrastructure without duration limit as needed.

Tokeny is not a party and is not involved in any way in Transactions between the Customer and its Investors, in Transactions between Investors and the Smart contracts of the Customer or in transactions between Investors. It is solely for the Customer to organize its relationships and provide the Investors with conditions of use that will substantially comply with these in relation to the availability of the Services to Investors. It is solely for the Customer to keep a record of transactions made, particularly to meet its legal, fiscal and accounting obligations.

Security

Tokeny implements security measures that comply with the highest standards in force, under an obligation of means, against unauthorized access or damage to Data. It ensures the locking of the software and the infrastructure. Tokeny will use the best in class security practices to ensure the utmost safety of its data and code. Tokeny will use every means available for security purposes and will always look at newly available security practices. While Tokeny will strive to use the best security practices available, there may be instances where hackers can commit data breaches and other security breaches. Said security breaches will not be the responsibility of Tokeny. However, Tokeny will use its best efforts to secure and fix any such breach as soon as possible to help its Customer.

Backups

The Service includes a data backup function, performed daily in order to allow the reconstruction of Data on the same day in case of damage. Backups are stored for a maximum of 30 calendar days. In this period, the Customer may request that a backup copy is provided to him within seven days, and that attempts are made to reconstruct the integrity of its Data in the event of an incident that caused the deterioration of said Data.

ADDITIONAL SERVICES

The Customer may ask Tokeny for support for Additional Services not included in the general Servicing Platform, which are either included in the default Tokeny service catalogue applicable on the date of the Customer’s request, or could be made available on an ad-hoc basis if Tokeny in a capacity to address such request. Tokeny disclaims any liability in case of incompatibility or malfunctioning third party software.

SERVICES TO THE INVESTORS

Tokeny may also provide services directly to the Investors and any other third parties (the “ID Owner”), relating to the creation, development, management and use of a digital identity linked to the ID Owner (the “ONCHAINID”). To that effect, as a technology provider, Tokeny enters into a separate service agreement with the ID Owners strictly related to the provision of their ONCHAINID. Access to ONCHAINID is subject to prior approval from the relevant ID Owner. Therefore, the Customer must communicate ONCHAINID Terms of Service to its Investors when they start using Tokeny’s Services.

RIGHT OF USE

The opening of a relationship with Tokeny leads to the Customer being given a personal, non-exclusive, non-assignable and non-transferable right to use the Services in strict compliance with the Contract, from the opening of the Customer’s access, for the duration of the Contract and any renewals, and for the whole world, in exchange for payment of the fee specified in the Purchase Order.

Use of the Services means its exploitation by Users expressly designated by the Customer, within the limit of the number of services stipulated in the Purchase order. Any corrections, updates or new versions of the Services, within the scope of the Purchase Order, are subject to the license of this article.

Whatever the number of Services that are generated depending on the number stipulated in the Purchase Order, the Customer can only make certain Services available to the public. It is strictly forbidden to manufacture, distribute, transfer or otherwise make available to third parties other Services from Tokeny without prior approval.

Consequently, any other use of the Services, unless expressly authorized by Tokeny is prohibited. As such, the Customer prohibits its Users and Investors from carrying out (i) any temporary or permanent reproduction of all or part of the Services by any means whatsoever, (ii) decompiling or reverse engineering of the Services or Applications, especially creating a similar service, (iii) any interfacing or integrating with other services or software without prior authorization from Tokeny, (iv) any dissemination, distribution, free or available in the Services for the benefit of another business, the public or third parties (except the Customer’s Investors), (v) any adaptation or modification of the Services whatsoever, or (vi) any entry or attempted fraudulent entry not authorized on the Infrastructure. Similarly, any extraction or reuse of a qualitatively or quantitatively substantial part of the Services, and any attempted fraudulent or non-authorized introduction on the Infrastructure are prohibited.

The Customer agrees to use the Services for its intended purpose, its documentation, to the professional rules applicable to its activities, as well as provisions of the Contract. The right of use is granted to the version of the services available at the time of start of the relationship.

LIMITATIONS OF USE

Tokeny may offer the Services in remote mode, Tokeny supports the hosting of Data sent by the Customer. Accordingly, the Customer agrees to store and process strictly legal Data and content and to comply with all GDPR data laws and regulations. In particular, the Customer is prohibiting and forbidding to Users and Contributors to treat or store through the Services any Data contrary to the laws, regulations or public policy, including any content racist, xenophobic, bigoted, proselyte, defamatory, libelous, obscene, pornographic, violent, thus that any damage to the protection of privacy, the image of people or the rights of third parties (including by storing files obtained in violation of the rights of the authors). As such, the Customer guarantees Tokeny against any recourse claims, eviction action or condemnation pronounced against Tokeny because of Data, including all damages, compensation, litigation costs and consulting costs included.

The Customer is solely responsible for Data loaded, treatments, and instructions that activate procedures and results. It undertakes not to use the Services contrary to the regulations applicable to its work or commerce, or assist in such use.

When storing Data contrary herein or to use the Services for any purpose other than using the features of the Customer as part of its business, Tokeny reserves the right (i) to remove the disputed Data in an emergency or threat on Infrastructure, (ii) suspend access to the Services immediately and without notice, and (iii) terminate the Contract of the offender. Such termination shall not give rise to any compensation whatsoever, without prejudice to damages Tokeny may claim the Customer to its actions.

There is no contact, commitment or responsibility from Tokeny vis-à-vis the Customer’s Investors in relation to the provision of the Services. It is up to Customer to inform its Investors of the terms of making the Service available in strict compliance with these. Tokeny shall be allowed to obtain Customer’s token investors as their own users throughout the contractual relationship and beyond.

MAINTENANCE & RESTORATION

General principles

In case of an anomaly affecting the Services, the Customer must report by email to the address indicated by Tokeny, who handles the reports during working days and hours, from Monday to Friday, except public holidays in Luxembourg, from 9 a.m. to 5 p.m. CET, on the email address on the Purchase Order. In its report the Customer indicates the circumstances of the Anomaly and will inform Tokeny of all necessary information to address the anomaly.

Tokeny implements the diagnosis of the anomaly to define if it relates to a software problem or remote connection, or if it is foreign to the Services (the blockchain itself for example). If the cause of the malfunction is not attributable to the Services, it does not come under Maintenance. However, the Customer may request Tokeny to submit a quote to try to work on the origin of the malfunction of the Services, to the extent that Tokeny can intervene.

In addition, the Customer acknowledges the possibility of interruption of Services for updating security, technical maintenance of Infrastructure and in case of intervention or Maintenance Service Evolution. Tokeny will inform the Customer of such intervention with  prior notice of at least 24 hours. These interruptions are not taken into account to the extent of availability of Services. Tokeny will focus ranges with lowest use to minimize downtime of the Services as a result.

Restoration of Service

Tokeny is committed to Services being available 99.5% of the time, as part of an obligation of means. In the event of an anomaly consisting of unavailability or slowdown signaled by the Customer, Tokeny makes every effort to restore the services as soon as possible.

Maintenance of Service

In the event of malfunction related to features of the Services, reported by the Customer, Tokeny determines its severity and corrects the mistake as soon as possible, as part of an obligation of means.

For the most critical anomalies, Tokeny strives to implement a remediation. Less critical anomalies can be corrected as part of the initialization of the next version of the service, as defined by Tokeny.

In the event of urgent action requested by the Customer outside working hours, Tokeny will apply to additional charges at the rates applicable at the date of the request of the Customer.

Each operation is subject to a ticket Maintenance at Tokeny, which records the time of consideration of the report, the explanations of the Customer and corrections, until closure of the incident confirmed to the Customer by email or phone. In case of dispute, only the logs and records of Tokeny are authentic, which the Customer acknowledges.

Exclusion case

In any event, Tokeny cannot be held responsible or assume responsibility, under the Restoration and Maintenance Service, for any malfunction, slow or malfunctioning which may be linked to:

• use of improper services to its destination, the documentation or the recommendations of Tokeny;
• a hardware or software failure of one or more elements of the Customer Sites, the computer system, networks, internet or blockchain;
• failure of electronic communications networks, slowing or blockage of the Internet or the blockchain network;
• parameters settings of the IT environment or control stations of the Customer;
• refusal of the Customer or any of its subcontractors to cooperate with Tokeny in resolving anomalies;
• incompatibility between the Services and any new hardware or third party software implemented by the Customer without prior notice and approval by Tokeny;
• contamination of the Customer computer system with a computer virus;
• an act of piracy or fraudulent intrusion into the computer system of the Customer or the Contributor;
•  the intervention of a third party on the Services not sanctioned by Tokeny;
• and generally any voluntary act of degradation, vandalism, sabotage from the Customer or a third party, or damage due to force majeure.

In case of malfunction in one of these cases, the Customer may request Tokeny to attempt restoration on the basis of an accepted estimate.

EVOLUTION OF SERVICE

The Evolution of the Service includes (i) the technical updates, (ii) the new functional versions of the Services, according to the roadmap defined by Tokeny.

Tokeny informs the Customer at least two (2) days in advance of new working versions of its various Services. Tokeny conducts updating and installation of Evolutions directly on Infrastructure. The Evolution of Services does not include any specific functional requirements that the Customer would like or upgrading third party software if Evolution or upgrading from the services in case of changes in third party software. If applicable, Customer exposes its need to Tokeny who may issue a quote for the specific developments or adaptations involved. After confirmation in writing from the Customer that such specific developments or adaptations fulfill the initial request made to Tokeny, Tokeny will install the specific developments or adaptations, and the Customer will access these via its connection to the Services, in return for amendment to the Contract fees.

FINANCIAL CONDITIONS

Issuance and Servicing Services prices

For the Issuance and Servicing Services, the Customer agrees to pay:

1. The price of the Standard services as agreed to;
2. The price of all optional services chosen;
3. Any Additional Services made by Tokeny at the request of the Customer.

The Services fee is specified in the Purchase Order for the Period agreed. It includes the standard solutions and any other services chosen by the Customer. Billing for the Services begins at the signature of the Purchase Order.

The Customer may increase the number of Services ordered at any time by notifying in writing Tokeny at least two weeks in advance. Tokeny adapts the Services as soon as possible.

Payment of Service

Prices, charges and the timetable for payments of the Services are specified in the Purchase Order. They are expressed excluding taxes, net and without discount.

Invoices will be paid in accordance to the conditions agreed to in the Purchase Order.

The fees for Services is revised every year on 31 December or at other dates as determined by Tokeny with sufficient notice given to the Customer.

Late payments

In any event, any late payments result in the application to the Customer of:

• The lump sum indemnity for legal collection costs;
• Additional fees as may be necessary to recover the debt;
• On a late penalty not discharge at a rate equal to three (3) times the legal rate of interest in effect, recognized days from the first day of delay on the due date of the invoice until date of actual payment.

In case of persistent delays of more than ten (10) days, all invoices issued by Tokeny come due and Tokeny may suspend the Services without notice or compensation, and/or implement the termination of the Contract at the exclusive fault of the Customer. During the suspension, the Customer is liable for any amount otherwise due under the Contract.

INTELLECTUAL PROPERTY

Tokeny holds all rights to the Services, including its brand and logo as well as any software, application or database Data used in the Services. The Customer remains the sole owner of its Data, its own brands and logos, as well as its website.

The right to use the Services granted to the Customer shall not have the effect of transferring any intellectual property whatsoever on any part of the Services other than those strictly necessary for the use of the Services by the Customer during the term of the Contract, as listed above.

GUARANTEE

Tokeny ensures compliance of Services and Documentation under the Contract. Furthermore Tokeny guarantees that it has permissions and intellectual property rights enabling it to provide the Services to Customers. Accordingly, Tokeny agrees to defend and indemnify Customer for damages arising from any claims, lawsuits or convictions brought by a third party alleging that all or part of the Services infringes upon any intellectual property rights, provided that the Customer notifies Tokeny  immediately in writing of the existence of the suit, makes a request for its defense, provides it full cooperation in such defense and does not compromise without first obtaining the written consent of Tokeny. This guarantee does not apply to cases of exclusion of maintenance listed in Article 11.4. In addition, this guarantee does not apply to open source components that are integrated into or used within the Services. To the extent that Tokeny acknowledges that the component is infringing, it may at its option and expense: (i) modify the component in question so that the Services are non-infringing, (ii) replace the component with a non-infringing component, the overall equivalent or superior in performance features, (iii) obtain the rights of use for the Customer to continue to use the Services in accordance with the terms of its Contract. Otherwise, Tokeny may order the termination of the Contract and will refund any amount paid in advance by the Customer, as sole compensation.

For its part, the Customer brings the same warranty on the Data stored and processed through the Services, and holds Tokeny harmless from any claim or condemnation continued by a third party based on its intellectual property rights in particular. This guarantee applies in particular to the treatment of Data and Investors, which are used in connection with the Service under the sole responsibility of the Customer.

CONFIDENTIALITY

Data of the Customer on the one hand, and elements of Infrastructure and the Services on the other hand, is confidential information for the parties. Each Party undertakes to (i) keep confidential all information it receives from the other Party; (ii) not to disclose confidential information from the other Party to any third party; and (iii) use confidential information of the other Party as a result of performing its obligations under the Contract. Privacy protection of a Party lasts as long as the other party intends to keep its confidential information, except in case of transmission request from a legal or judicial authority.

PERSONAL DATA

It is for the Customer to comply with applicable law regarding the protection of personal Data, including but not limited to GDPR, and conduct as with all necessary formalities for treatments performed by using the Services. Tokeny is committed to acting on the express instructions of the Customer in case of request for access, correction or deletion made by a natural person. It is reminded that no request or instruction can be directed to Tokeny or its contractor directly by Contributors.

LIABILITY

To the extent that the Customer is aware of the characteristics of Services and has verified that they match their needs, Tokeny assumes no responsibility regarding the suitability of the Services to the needs of the Customer, notwithstanding the initial settings of the Services. It is the sole responsibility of the Customer to first ensure that it has all the technical prerequisites for the use of the Services (terminal devices, OS, electronic communications network) as described by Tokeny. The Customer is responsible for the hardware, software, network connections and technical safeguards needed for its use of the Services. Tokeny disclaims any responsibility or liability in case of malfunction or non-compliance of these elements. It is for the Customer to ensure that its treatments correspond to the state of the regulations in effect when it uses them.

Each Party shall ensure its liability under common law. However, by express agreement among the Parties, the liability of Tokeny in case of breach of its obligations proved by the Customer shall be limited to an amount equal to the fee collected by Tokeny for contractual Period during the Services process in which the damage occurs. In any event, under any circumstances, due to the Customer’s control of the Services process Tokeny cannot be held liable for damages during the Services that would be suffered by the Customer, Investors or third parties (including loss, leakage, inaccuracy or corruption of Data, business interruption, goodwill, commercial or financial loss, etc.) arising from use of the Services or its unavailability. In particular, Tokeny is not involved and is not liable on the operations of exploration, delivery or payment made by the Customer and/or Investors, and provides no control over transactions and sales made through the Services due to the Customer’s control over the Issuance and Servicing Services processes. Each sale made by the Customer binds it to its Investors in an operation that is alien to Tokeny. The Customer makes its own arrangements in its business relationships between buyers and sellers on its Websites, and holds Tokeny free against all claims arising from one of them. In any case, the liability of Tokeny is expressly limited to overall damage for an amount equivalent to the fee for the Period of Services during which the damage occurred. It is also the responsibility of each Party to underwrite the insurance policies required for its activity and products. It is reminded that the contractual liability of Tokeny may be initiated for damage that occurred in one of the cases specified in the “Limits of use” and “Exclusion cases” Articles above.

Similarly, in any case the Tokeny liability only arises in case of a temporary request or permanent interruption of the Services by an administrative or judicial authority, and generally in cases of negligence or willful misconduct of the Customer. Finally, the Customer waives all claims against Tokeny beyond a period of one (1) year after the occurrence of a damaging event.

In addition, the Customer is solely responsible for Data loads and processes that it uses through the Services, including their legality and technical safety. Consequently, the Customer is responsible for any damage whatsoever that is suffered by Tokeny and/or its subcontractor host and/or third parties in respect of Data loaded and/or actions taken by the Customer and/or Users via the Services. The Customer warrants and indemnifies Tokeny against any action arising from any third party, including in the cases referred to in the “Limits of use” Article above.

TERMINATION

There is no termination for convenience during the contractual Period.

Since the Services may depend on the infrastructure which Tokeny uses as host, the Customer acknowledges Tokeny may terminate the Contract without compensation if the host terminates its hosting service for whatever reason.

In addition, in the event of a breach by either party of any of the obligations of the Contract, that has not been remedied within thirty (30) calendar days after notice has been given to the breaching Party, the other Party shall be entitled to terminate the Contract, without prejudice to any damages which it may claim. Any claim brought by the Customer for compensation related to any breach of the Contract cannot exceed the total value of the Contract terms. Where appropriate, the Parties shall implement the reversibility agreed below.

Exceptionally, Tokeny reserves the right to automatically terminate the Contract without notice or compensation in the event that the Customer or any of its Users prejudice in any way the integrity of the Services, property or intellectual rights of Tokeny or image of Tokeny brand or its products, and in the case stipulated in the “Late payments” Article.

Upon termination of the Contract for breach of the Customer, all sums paid shall be retained by Tokeny, which will charge all fees remaining due until the end of the Contract, immediately due to the effective date of termination. Upon any termination of the Contract for breach of exclusive Tokeny rights, Tokeny issues a credit note for any invoice for the Period contractual still to run on the date of actual termination, and keeps the fees collected and/or past due for the Period up the effective termination.

REVERSIBILITY

The Purchase Order, which includes these Terms of Service, constitutes the entire agreement between the Parties and supersedes and replaces all previous documents concluded between them in respect of the Services. The Customer shall not assign the Purchase Order to a third party (of assets, sale of business assets, merger, takeover, change of control, etc.) without the express consent of Tokeny.

In the event that one or more stipulations of these Terms of Service would be considered invalid, inapplicable or unenforceable by any court of competent jurisdiction, the remaining provisions hereof shall remain valid unless otherwise specified by that court. The Parties agree that, in such case, they will negotiate in good faith and the terms of replacement will be (i) valid, enforceable and binding and (ii) in accordance with the original intent of the Parties.

In cases of force majeure, the obligations of the Parties shall be suspended for the duration of this case. Initially, cases of force majeure shall suspend the execution of the Contract. If the force majeure continues for more than three (3) months, this Contract will be terminated by written notice sent by either party, unless otherwise agreed between the Parties.

The Customer expressly authorizes Tokeny to reproduce its logo, key metrics of its Digital Asset Offering and its brand as a business reference, in its printed and online marketing materials for the duration of two years.

The Customer agrees to participate in the redaction and publication of a common press release explaining why it chose Tokeny Services. The Customer agrees to work with Tokeny on the language and information used in the press release until said press release is agreeable to all parties. All parties must be given a chance to review and approve the press release before publication.

The Customer waives initiating or employing, directly or through intermediaries, any employee or freelancer of Tokeny, without prior express consent of the latter. This waiver is valid for the duration of the Contract and during the twelve (12) months following its termination. In the event that the Customer fails to comply with this obligation, it will compensate by paying Tokeny immediately upon request a lump sum equal to twelve (12) times the monthly gross salary of the employee at the time of his departure.

The failure of either party not to claim a commitment by the other Party to any of the obligations contemplated herein cannot be interpreted in the future as a waiver of the requirement cause.

In case of dispute, Tokeny may validly administer the proof of the actions of Customer and/or Investors and Users, or fraudulent access by a third party using the connection logs and transmission identified by Tokeny that alone are authentic, particularly with regard to the date, nature and content of the Data and Anomaly reports, which the Customer acknowledges.

Tokeny may subcontract all or part of the Services, including its subcontractor host, but remains responsible for all services to the Customer.

According to particular technologies that it uses as part of the Services, Tokeny reserves the right to modify at any time without notice the content of these Terms of Service, which take effect from the date of shipment to the Customer. In case of substantial changes to the Services, the Customer will be able to request the termination in one month’s notice, no compensation will be payable by Tokeny.

The Contract is subject to Luxembourg law.

ANY DISPUTE IN CONNECTION WITH THE SERVICES, NOT AMICABLY RESOLVED BETWEEN TOKENY AND THE CUSTOMER WILL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COMPETENT COURT OF LUXEMBOURG. TOKENY ALSO RESERVES THE RIGHT TO ENTER INTO ARBITRATION AT ITS DISCRETION WITH A LUXEMBOURG CERTIFIED ARBITRATOR OF TOKENY’S CHOOSING.