General terms and conditions of sale

Last updated January 12, 2024

1. GENERAL PROVISIONS

The platform, accessible at the following address: https://developers.exorde.io, is the property of EXORDE LABS, a simplified joint-stock company (Société par Actions Simplifiée ) duly registered at the Bordeaux Trade and Companies Register under number 902 572 049 and whose headquarters are located at : 35 rue de Marseille, 69007 Lyon (hereinafter referred to as “EXORDE LABS”), which provides a platform for unbiased trust scores on information and virality-related analytics, powered by its community, its AI modules, and a token-based economy.

The publication’s director is Térence GRAS.

For any request relating to the use of the platform and/or the services offered, you may send an email to the following address: support@exordelabs.com.

2. DEFINITIONS

Besides the terms defined elsewhere in this document, the terms and expressions listed below, and of which the first letter will appear in capital, will have the following meaning. These terms shall have the same meaning whether they are written in the singular or the plural:

Account: refers to the Client’s account, created as provided under conditions of the General Terms of Use, accessible from the Platform and allowing the Clients to access and use the Services;

Client: refers to any natural or legal person who has created an Account under the conditions of the General Terms of Use in his personal capacity and who accesses and uses the Services;

Credit: refers to the unit used in the Platform allowing the Client to perform an action;

Crypto-asset: refers to any token, asset, currency in which transactions are verified and records maintained by a decentralized system using cryptography, rather than by a centralized authority;

GDPR: Refers to the amended law n°78-17 of 6 January 1978 relating to information technology, files, and freedoms, known as the « Information Technology and Freedoms » law, and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons regarding the processing of personal data and on the free movement of such data;

General Terms and Conditions of Sale: refers to the present general terms and conditions defining the terms and conditions of subscription to the Services by the Clients ;

General Terms of Use: refers to the general terms and conditions defining the terms and conditions of use of the Services by the users ;

Intellectual Property Elements: refers to the elements contained on the Platform and/or the Services, in particular texts, images, technology and/or algorithms which are the exclusive property of EXORDE LABS;

Platform: refers to the platform provided by EXORDE LABS, which gives access to the Services and available at the following address: https://exorde.network. The Platform includes in particular all computer components (notably software and computer developments and web pages, including source and object code programs, preparatory design work, specifications and preliminary studies, user documentation relating to the use and operation of the Platform), the graphic charter (including projects, mock-ups, prototypes and plans), the infrastructure as well as the content (notably texts, sounds, fixed or animated images, videos and databases);

Services: refers to the services provided by EXORDE LABS on the Platform, in order to allow Clients to access to prediction and automation dashboards of campaign values, as described in Article 4 hereof ;

Subscription: refers to any act of subscription to an offering placed on the Platform by the Client.

3. PURPOSE AND ENFORCEABILITY

The purpose of the General Terms and Conditions of Sale is to define the terms and conditions under which the Clients subscribe to, access the Services accessible through the Platform.

They describe in particular:

• the Services offered on the Platform;

• the conditions of access to the Platform and the Services;

• the conditions under which Clients may subscribe to the Platform and Services ; and

• the obligations and responsibilities of all Clients.

Any connection to the Platform and/or any use of the Services is subject to compliance with the General Terms and Conditions of Sale, which can be accessed at any time by a direct link on the Platform. Any access to or use of the Platform and/or the Services implies the concomitant and unreserved acceptance of the General Terms and Conditions of Sale .

The General Terms and Conditions of Sale must systematically be brought to the attention of Clients to allow them to access and use the Services.

The General Terms and Conditions of Sale apply exclusively to all uses of the Services and prevail over all other conditions, except for those that have been expressly accepted by EXORDE LABS. Accordingly, all other conditions are binding on EXORDE LABS only after written confirmation by its representative.

IMPORTANT: NOTE TO USERS

ANY SUBSCRIPTION TO THE SERVICES REQUIRES THE CLIENT’S EXPRESS, PRIOR, FULL AND COMPLETE ACCEPTANCE OF THE GENERAL TERMS AND CONDITIONS OF SALE.

BY CHECKING THE BOX: "I accept these General Terms and Conditions of Sale” AND BY ACCEPTING THEM WHEN ACCESSING THE PLATFORM AND/OR ACTIVATING THE SERVICES, THE CLIENT ACKNOWLEDGES THAT HE IS BOUND BY THE ENTIRE GENERAL TERMS AND CONDITIONS OF SALE .

EXORDE LABS encourages Clients to read them carefully before accessing the Platform, using and/or subscribing to the Services, and recommends that Clients keep a printed version of the General Terms and Conditions of Sale applicable upon their first use of the Services, for their personal archives. ‍

4. SERVICES

The Services allow Clients, to :

• access social analytics on a variety of topics and categories

• integrate the data provided by the API into their product or internal tools

• train their prediction model with their own data.

Clients acknowledge that the Services offered by EXORDE LABS are subject to the payment of fees and that the access to these Services is conditional upon payment.

Clients acknowledge and accept that the Services are available in English.

5. PREREQUISITES TO SUBSCRIPTION OF THE SERVICES

To be able to use the Services, Clients must:

• own a computer, a smartphone and/or a tablet, connected to an internet network;

• log on the Platform;

• have an effective internet connection; and

• create an Account in accordance with the conditions provided in the General Terms of Use.

Clients warrant that they have full legal capacity to register and use the Services and in particular that they:

• are 18 (eighteen) years of age or older;

• are not competitors of EXORDE LABS and/or are not registering and using the Services in order to compete with EXORDE LABS in a fraudulent manner and/or in a manner that harms EXORDE LABS’ interests; and

• are in full possession of their intellectual or cognitive faculties (and in particular are not in a state of dependency, under guardianship and/or under curatorship, etc.); and

• for legal entities, have the necessary powers to bind the company they represent.

EXORDE LABS may not be held liable in the event of subscription and/or registration to the Services by persons who do not meet the conditions provided by this section.

6. SUBSCRIPTION

6.1. Scope

Subscription to the Services allows each Client who has an Account to use the Services according to the subscription offering chosen.

The subscription offerings are available on the Platform.

EXORDE LABS reserves the right to modify the subscription offerings proposed.

As the Services may evolve, EXORDE LABS reserves the right to modify the specifications, features and content of the subscription offerings for any reason or to withdraw any of the Services from its subscription offerings.

Such changes and/or withdrawals may occur at any time without notice, including after Client has subscribed if such changes result from the Platform's standards, texts or regulations of any kind and/or in the event of any problem, including technical problems, related to the Services. In this case, the Client will be informed by EXORDE LABS and the Subscription may be terminated by the Client.

Finally, EXORDE LABS reserves the right to make improvements, to correct any error or omission on the contents of the subscription offerings.

6.2. Trial period

At the creation of an Account, EXORDE LABS grants to the Client one thousand (1000) free Credits to use the Services. No Subscription is required for this trial period.

Credits start to count as soon as they are used.

Once the Client has used up the 1000 free Credits, a Subscription is required to continue using the Services.

As soon as the Client takes out a Subscription, the non-used free Credits are lost.

6.3. Subscription

To subscribe to the Platform, Clients must first create an Account under the conditions defined in the General Terms of Use.

The Subscription allows the Client to access the Services until he decides to terminate it according to the terms of the General Terms and Conditions of Sale.

The Subscription can be done on a monthly or annual basis.

The Client must then choose the method of payment and proceed with the payment according to the terms and conditions set out in Article 7 of the General Terms and Conditions of Sale.

At the end of the Subscription process, a notification is automatically displayed on the Platform from the Client's Account, confirming his Subscription.

EXORDE LABS reserves the right to refuse Subscriptions from any Client in its sole discretion, including but not limited to (i) if the Services are unavailable, (ii) if there is a dispute between the Client and EXORDE LABS regarding a prior Subscription and/or payment of EXORDE LABS' invoices, (iii) if the Client has a business that competes with that of EXORDE LABS and/or if the Client subscribes in order to develop a business that competes with that of EXORDE LABS, either directly or indirectly, through an employee, partner, service provider, or any third party, whether a natural or legal person.

6.4. Entry into effect / duration of the Subscription

With the exception of the trial period, which comes into effect when the Client creates an Account, the Subscription comes into effect as of the validation of the Subscription by EXORDE LABS.

The Subscription is concluded for a monthly or annual period, automatically renewable by tacit agreement, unless terminated by the Client in accordance with the terms of Article 8 of the General Terms and Conditions of Sale.

6.5. Modification of the Subscription

The Client has the possibility to modify at any time his Subscription package through the Platform.

If the Client choose a bigger package (ie a package containing more Credits than the previous one), the modifications are applied directly on the Subscription and the payment terms are modified accordingly. If the Client choose a smaller package (ie a package containing less Credits than the previous one), the modifications are applied at the end of the billing cycle.

7. FINANCIAL CONDITIONS

7.1. Prices of the subscription offerings

The prices of the various subscription offerings for the Services are expressed in dollars ($) including taxes with mention of the applicable VAT rate where applicable.

The prices applicable to Subscriptions to the Services are those in effect on the Platform at the time the Client subscribes to the Services and depend on the offering chosen.

EXORDE LABS reserves the right to modify the prices of the offerings (as well as the currencies of the prices) at any time.

7.2. Payment methods

The Subscription is payable • by credit card via Stripe supplier (credit card, Visa card, Discover Card, Mastercard, American Express). Electron, Maestro, e-CB, and prepaid CB cards are not accepted; or • by Crypto-asset via Coinbase Commerce supplier. • by "burning" EXD crypto-assets (sending them on an wallet address provided by Exorde Labs).

For payments by credit cards, the Client's credit card number and expiration date are entered on an encrypted server that ensures the security and confidentiality of the data.

For payments by Crypto-assets, the Client will be redirected on the Coinbase Commerce platform to indicate his wallet information.

EXORDE LABS cannot be held responsible for fraudulent use of the payment methods used.

Upon receipt of the subscription request, a request for debit of the bank account will be sent to the paying organization. The Subscription will be considered concluded upon receipt of the authorization to debit the account by the paying organization.

7.3. Payment

The payment terms depend on the Subscription chosen:

• monthly Subscriptions are payable monthly, at the beginning of the Subscription, for the upcoming period.

• annual Subscriptions are payable annually, at the beginning of the Subscription, for the upcoming period.

The Client has the possibility to modify his payment frequency through the Platform.

The Client will be charged the amount specified for the chosen Subscription, until he cancels his Subscription under the conditions provided in Article 8 of the General Terms and Conditions of Sale.

7.4. Invoice

The Client is invoiced depending on the payment plan chosen: • every month in the case of a monthly Subscription; and • one time a year in the case of an annual Subscription.

Invoices are made out in the Client's name and are accessible on the Platform from the Client's Account.

7.5. Default of payment / Overdue payment

In the event of refusal on behalf of the bank of a debit of credit card or refusal of another payment method, the Subscription will not be final and it belongs to the Client to contact the customer service of EXORDE LABS in order to pay his Subscription by any payment method.

In addition, any delay in payment shall automatically incur penalties calculated at the rate of three (3) times the legal interest rate, as of the due date. In addition, the Client shall be liable for a flat-rate collection fee of a minimum of forty (40) euros.

If the payment is not effective after three (3) days as of the due date, EXORDE LABS reserves the right to suspend or cancel the Subscription of the Client without being held responsible.

8. TERMINATION / SUSPENSION OF SUBSCRIPTION

Termination requests may be made directly on the Platform from the Client's Account.

Termination requests for Subscriptions may be made at any time. Termination will be effective at the end of the billing cycle.

Termination requests for Subscriptions will not entitle to any refund.

EXORDE LABS reserves the right to terminate and/or suspend the Subscription to the Services as of right and without notice in case of, but not limited to:

• payment incidents; and/or

• use of the Services by the Client in violation of the General Terms and Conditions of Sale and/or the General Terms of Use of the Services; and/or

• use of the Services in order to compete with EXORDE LABS in a fraudulent way and/or in a way to harm the interests of EXORDE LABS;

and this, without EXORDE LABS’ responsibility being engaged and/or the Client being able to claim any compensation.

In such a case, the termination and/or suspension will be notified to the Client by electronic registered letter.

9. OBLIGATIONS OF CLIENTS

Clients agree to abide by these General Terms and Conditions of Sales and to use the Platform in accordance with the instructions of EXORDE LABS.

Clients agree to comply with their financial obligations.

Clients agree that they will use the Platform only for their own use in accordance with these General Terms. In this regard, Clients agree to refrain from:

• posting, uploading, publishing, submitting or transmitting any content that: (i) infringes, misappropriates or violates any right of any third party, including, without limitation, any patent, copyright, trademark, trade secret, moral right or other intellectual property right, or rights of publicity or privacy; (ii) violates or encourages any action that would violate any applicable law or regulation or give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or threatening actions to any person or entity; or (vii) promotes illegal or harmful activities or substances ;

• using the Platform in any manner that is unlawful, for any purpose that is unlawful or in any manner inconsistent with these General Terms;

• selling, copying, reproducing, renting, leasing, loaning, distributing, transferring or sublicensing any of the content on the Platform;

• decompile, reverse engineer, disassemble, modify, display in a form readable by the Client, attempt to discover any source code or use any software enabling or comprising all or part of the Platform;

• attempting to obtain unauthorized access to the Platform’s computer system or to engage in any activity that disrupts, diminishes the quality of or interferes with its performance or deteriorates its functionality;

• infringing the intellectual property rights of EXORDE LABS;

• denigrating the Platform and/or the Services as well as EXORDE LABS on social networks and any other means of communication.

The Client warrants that:

• the publication of the content created on the Platform does not violate the privacy rights, publicity rights, copyrights, contractual rights or any other rights of any person whatsoever;

• he is responsible for all his activities in connection with the use of the Services.

In case of non-compliance with the obligations arising from the acceptance of the present, incidents of payment of the price of a Subscription, delivery of erroneous information at the creation of the Account, fraudulent, abusive or otherwise illegal activity or acts likely to harm the interests of EXORDE LABS, EXORDE LABS reserves the right to suspend without notice access to the Platform and/or the Account or, depending on the seriousness of the Clients infringement, to delete the Account of the Client without that damages can be claimed and take all measures including any legal action civil and criminal against him.

10. LIABILITY OF EXORDE LABS

Except as expressly provided, the Platform developed by EXORDE LABS is provided “AS IS” and EXORDE LABS expressly disclaims all warranties and representations of any kind, including any warranty of functionality or quality.

EXORDE LABS shall not be held responsible or considered to have failed to comply with the General Terms and Conditions of Sale, for any delay or non-performance, when the cause of the delay or non-performance is linked to a case of force majeure as defined by the jurisprudence of the French courts.

EXORDE LABS will not be responsible for the Client content generated by the Platform. The Client is solely responsible for his content and all activities that occur on his Account.

In particular, EXORDE LABS cannot be held responsible for unforeseeable events such as cyber-attacks, security breaches in data transmission or performance guarantees regarding the volume and speed of data transmissions. Under these conditions, it is the responsibility of the Client to take all appropriate measures to protect their own data and/or software, in particular from contamination by any viruses circulating on the Internet.

It is also specified that EXORDE LABS does not control the websites that are directly or indirectly linked to the Platform. Consequently, it excludes any responsibility for the information published there. The links to third party websites are provided for information purposes only and no guarantee is given as to their content.

In general, in the event that a Client does not comply with these General Terms and Conditions of Sale, the Client acknowledges and accepts that he is solely responsible for any direct or indirect damage resulting from this towards EXORDE LABS.

11. INTELLECTUAL PROPERTY

Some elements (in particular images, design, text, technology and/or algorithms) displayed on the Platform and/or the Services are protected by intellectual property laws and, in particular, by copyright and are the exclusive property of EXORDE LABS.

Identically, the trademarks, logos, and animations contained on the Platform and/or Services are the exclusive intellectual property of EXORDE LABS.

It is agreed that the acceptance of the General Terms and Conditions of Sale do not cause any transfer of EXORDE LABS’ intellectual property rights.

EXORDE LABS grants Clients, on a personal basis, the non-exclusive and non-transferable right to use the Platform and/or the Services, it being specified that they are prohibited - directly or indirectly - from copying, modifying, creating a derivative work, reverse engineer or assemble or in any other way attempt to obtain the source code (except as provided by law), sell, assign, sub-license or transfer in any way whatsoever any right pertaining to the Platform or the Services or associated software.

Clients agree not to modify in any way the Platform, the Services or related software and/or not to use modified versions thereof and in particular, among others, with a view to obtain unauthorized access to the Platform and/or the Services.

Clients are informed and acknowledge that the Platform, the Services, and any software used in connection therewith may contain confidential information or information protected by the intellectual property law in force or any other law. Clients agree not to modify, rent, borrow, sell, distribute this content, or create derivative works incorporating all or part of this content, unless they have received EXORDE LABS prior express permission.

The Intellectual Property Elements are made available to the Client, free of charge, for the sole purpose of using the Platform and the Services and in the context of normal use of their functionalities.

This authorization to use the Intellectual Property Elements is personal, non-exclusive, and non-transferable. EXORDE LABS may revoke this authorization to use the Intellectual Property Elements at any time.

Clients are prohibited - directly or indirectly - from copying, modifying, creating a derivative work, reversing the design or assembly or in any other way attempting to find the source code (except as provided for by law), selling, assigning, sub-licensing or transferring in any way whatsoever any right pertaining to the Intellectual Property Elements. The Client undertakes not to modify the Intellectual Property Elements in any way.

In the event of non-compliant or abusive use of the Intellectual Property Elements, EXORDE LABS reserves itself the right to take any legal action to stop the infringement of its property rights.

12. PERSONAL DATA

In accordance with the amended law n°78-17 of 6 January 1978 relating to information technology, files, and freedoms, known as the "Loi informatique et Libertés", and the GDPR, Clients are informed that EXORDE LABS carries out automated processing of their personal data for the purpose of using the Services.

This data can be transmitted to the subcontractors of EXORDE LABS who contribute to these relations for their management, execution, treatment and payment.

Each Client has the right to access, modify, rectify, limit, port and delete data concerning him/her, as well as the right to object.

To this end, they should contact the support department by email at the following address: support@exordelabs.com.

Clients are reminded that, as regards rectifications and updates of data relating to their Account, they make the necessary changes and deletions directly on their own Account.

For more information, EXORDE LABS invites Clients to read the Privacy Policy accessible on the Platform under the "Privacy Policy” section.

The said policy is an integral part of the General Terms and Conditions of Sale. Acceptance of the General Terms and Conditions of Sale implies acceptance of the related Privacy Policy.

It is specified that the privacy policy is compliant with the GDPR.

13. COMMERCIAL REFERENCE

The Client expressly authorizes EXORDE LABS and its affiliates to use his name, his logo, his brand and/or any other distinctive sign as a commercial reference, on any communication support of its choice, in particular on its website and this during the duration of the Subscription by the Client and for a duration of two (2) years following the end of his Subscription.

14. FORCE MAJEURE

EXORDE LABS shall not be held responsible or considered to have failed to comply with the General Terms of Use, for any delay or non-performance, when the cause of the delay or non-performance is linked to a case of force majeure as defined by the jurisprudence of the French courts.

Force majeure occurs in contractual matters when an event beyond the control of the debtor, which could not reasonably be foreseen at the time of the conclusion of the contract and the effects of which cannot be avoided by appropriate measures, prevents the debtor from fulfilling his obligation.

If the impediment is temporary, performance of the obligation is suspended unless the resulting delay justifies termination of the contract. If the impediment is definitive, the contract is automatically terminated, and the parties are released from their obligations under the conditions provided for in Articles 1351 and 1351-1 of the French Civil Code.

In case of occurrence of one of the above-mentioned events, EXORDE LABS will try to inform the Client as soon as possible.

15. MISCELLANEOUS

15.1. Entirety

The General Terms and Conditions of Sale constitute the entire agreement between the Clients and EXORDE LABS regarding the Subscription of the Services.

In the event of a contradiction between the General Terms and Conditions of Sale and other elements, rules or guidelines appearing on the Platform, the General Terms and Conditions of Sale shall prevail.

15.2. Modification

EXORDE LABS reserves the right to modify these General Terms and Conditions of Sale at any time, in particular in order to take into account any legal, jurisprudential, editorial, functional and/or technical developments.

The version of the General Terms and Conditions of Sale that prevails is that which is available online on the day the Subscription is validated.

Any Subscription by the Client after publication of the modified General Terms and Conditions of Sale shall be deemed to be acceptance by the Client of the new General Terms and Conditions of Sale.

15.3. Partial invalidity

In general, if one or more of the clauses or stipulations of the General Terms and Conditions of Sale are held to be invalid or declared null and void or unenforceable by law, regulation or following a final decision by a competent court, the other stipulations shall retain their full force and scope.

15.4. Language

The language applicable to the General Terms and Conditions of Sale is English. If a translation is made, only the English version will be contractually binding.

15.5. Evidence

The files, data and messages recorded in EXORDE LABS 's computer systems will be accepted as proof of the acts and facts occurring between EXORDE LABS and the Clients.

The preservation of records shall be presumed, in the absence of proof to the contrary, to have taken place under reasonable security conditions if the messages, data and other documents are systematically recorded on a reliable and durable medium.

15.6. Waiver

Any failure to exercise, or delay in exercising, a right or prerogative by one party shall not be deemed to be a waiver of the right or prerogative in favour of the other party.

In the same way, the exercise of a single right or the partial exercise of a right or prerogative does not exclude the subsequent exercise of any other right or prerogative provided for in these General Terms and Conditions of Sale.

No waiver shall be effective unless set forth in writing and signed by a duly authorized representative of each of the parties.

16. APPLICABLE LAW AND JURISDICTION

The validity, execution and interpretation of the General Terms and Conditions of Sale and also the Subscription to Services through the Platform, are subject to French law.

For any difficulties and/or questions regarding the Subscription, Clients are invited to contact the customer service department in order to try to find an amicable solution by email at the following address: support@exordelabs.com.

In accordance with the provisions of article L.211-3 and article L.612-1 of the French Consumer Code, the non-professional Client is hereby informed that any dispute which may arise between EXORDE LABS and him concerning the validity, interpretation, performance or non-performance, interruption or termination of the rights and obligations of the General Terms of Use, may, after prior written application by the Client to EXORDE LABS and whose settlement has not been reached, be submitted to consumer mediation.

The following mediator is proposed: Térence GRAS.

However, the Client and EXORDE LABS remain free to accept or refuse recourse to consumer mediation. Furthermore, any solution proposed by the consumer mediator shall not be binding on the Client and EXORDE LABS, who may waive it.