PEAXEL — 2 rue des Cortalets, 66400 Céret, Occitanie, France

Art. 1 — Definitions

• Website: The website accessible at www.peaxel.me and game.peaxel.me
• App: PC, mobile, or web application corresponding to the Website.
• Peaxel: The company publishing the Website and the App, headquartered at 2 rue des Cortalets, 66400 Céret, Occitanie, France.
• User(s): Individual(s) with an account on the Website and/or App.
• Talent(s): Users with a strong reputation and/or recognized as public figures, having Unique Talent Cards (UTC) representing their image.
• UTC: Unique Talent Cards — collectible cards representing the Talent, offered for sale on the Website and/or App.
• GTCU: General Terms and Conditions of Use for all Users.
• GTCT: General Terms and Conditions for Talents.
• Private Sale: Sale by the Talent of the UTC in their image issued by Peaxel.
• First Sale: Initial Private Sale.
• Secondary Market: Sales of UTC by Users other than Talents or Peaxel.
• Commission: Amount charged by Peaxel for each transaction outside of Private Sales.
• Personal Data: Information relating to an identified or identifiable natural person as defined in GDPR (EU) No. 2016/679 of 27 April 2016.

Art. 2 — Purpose & Acceptance

The purpose of the Website and the App is to issue UTC representing the image of the Talent, and to organize their sale between Users. The GTCU provide a legal framework for the use of the Website and/or App by the User and detail the rights and obligations of Peaxel and the User in the context of Transactions.

Access to the Website and/or App constitutes a contract between Peaxel and the User and must be preceded by acceptance of these GTCU. The relationship between Peaxel and the Talent is governed by the GTCT, which supplement these GTCU.

Art. 3 — Warning and Risks

The regulatory framework applicable to the UTC, as well as the applicable tax regime, are not defined to date in certain jurisdictions. The User is warned of the risk of total loss of capital for technical or regulatory reasons; in this respect, Peaxel cannot be held liable in any way.

Art. 4 — Access to the Website and App

Access to or use of the Website and/or App implies acceptance of being legally bound by these GTCU. The User declares that they are at least 18 years old and that they use the Website and/or App to satisfy their personal needs, excluding any professional activity.

The Website and App are accessible free of charge from anywhere by any User with Internet access. All costs necessary for access (computer equipment, Internet connection, etc.) are at the User's expense. For maintenance or other reasons, access may be interrupted or suspended by Peaxel without notice or justification.

The following services are accessible free of charge:

• Create an online account
• View the Talents present on the Website and the App

Art. 5 — User Account

The User account is unique and cannot be shared. A person may only have one user account. The opening of multiple accounts is considered irregular activity; Peaxel has the right to suspend and/or close the account without notice.

Profile validation is carried out by Peaxel, which verifies the Personal Data communicated by the User: valid address, telephone number, and identity matching the identification document provided.

Accepted identification documents:

• National identity cards (front and back)
• Driving licence or resident permit
• Passport (interior pages showing photo and signature)

The User is responsible for the Personal Data they communicate to Peaxel. In the event of an incomplete, false, or usurped identity, Peaxel has the right to suspend and/or close the User's account without notice.

Art. 6 — Terms of Purchase and Sale

The User, after having credited their account by available means on the Website and/or App (including Credit/Debit Card), will be able to acquire UTC during Private Sales from Talents and from other Users. A Commission will be taken on each transaction; the amount is detailed in the "Rates" section of the Website and App.

Only Users whose profile has been validated by Peaxel (see Art. 5) may withdraw funds. When the User transfers UTC to another User, the User's portfolio will be credited with the amount of the transfer, after deduction of the Commission and any applicable taxes.

Art. 7 — Withdrawal to a Bank Account

Only Users whose profile has been validated by Peaxel may request a withdrawal of some or all of the credits in their Peaxel account to a bank account. The User must be the holder of the bank account communicated to Peaxel. Fees may be charged; the amount is indicated in the "Rates" section.

The User is responsible for the bank account information they provide. In the event of non-compliance with these GTCU, Peaxel shall have the option of not making the withdrawal and/or suspending and/or closing the User's account without notice.

Art. 8 — Right of Withdrawal

Art. 9 — Quantity, Prices, and Rates

Peaxel will issue a maximum of 100,000 UTC per Talent with an issue price set at a minimum of $1 (including tax) for the very first sale. Peaxel has complete freedom in the management and marketing of UTC, and retains the ultimate authority to approve the specific date for the sale of UTCs within a 4-year limit, the end date, and the total quantity of UTCs to be offered.

The prices of UTCs at the time of sale are those in effect at the time of the order, denominated in any FIAT currency (EUR, USD, etc.), inclusive of VAT. Peaxel reserves the right to change its prices at any time, subject to a reasonable notice period published on the Website and the App.

Art. 10 — Privileges, Sponsorship, and Tournaments

The Website and App allow the Talent to offer Privileges to Users according to the number of UTC held. The management, establishment, granting, and distribution of Privileges are the responsibility of each Talent. The User may not claim any compensation or hold Peaxel liable for the management and/or distribution of Privileges.

Peaxel may set up sponsorship operations (see "Sponsor a friend" section, visible only to registered Users). Tournaments with or without prizes may be organized by Peaxel; the rules and conditions are detailed on the Website and/or App.

Art. 11 — Obligations of the User

The User guarantees compliance with all legal and regulatory provisions applicable to their contractual commitment, including payment of charges, taxes, and contributions of any nature, regardless of the User's domicile/tax residence. The User shall refrain from:

• Denigrating or behaving in a manner likely to prejudice the products and/or services of Peaxel
• Damaging the brand image of Peaxel
• Damaging their own image by engaging in illegal activities and/or the use of illegal substances

Art. 12 — Obligations of Peaxel

Peaxel remains the owner and exclusive holder of the intellectual property rights to the Website and the App, and allows permanent access except during maintenance periods. In the event of a proven security breach, Peaxel may temporarily interrupt the Website and/or App without prior notice. Peaxel may not at any time be held responsible for fluctuations in the price of UTC.

Art. 13 — Intellectual Property

Peaxel holds all rights, titles, and interests in the Website and the App, including intellectual property rights (layout, design, software, trademarks, and domain names). These GTCU do not grant the User any intellectual property rights on the Website, the App, or any elements of Peaxel protected by intellectual property rights.

The User is strictly forbidden to reproduce, translate, adapt, arrange, modify, export, or merge the Website and/or App in whole or in part. Each User must take all appropriate measures to protect their own data and/or software from contamination by viruses circulating on the Internet.

Art. 14 — Responsibility

Peaxel's liability shall be limited to proven fault or negligence and shall be limited to direct damages, excluding any indirect damages (such as loss of profit, loss of opportunity, reputational damage). Peaxel cannot be held responsible for:

• Interruptions, breakdowns, modifications, and malfunctions of the Website and/or App
• Loss of data or information stored by Peaxel
• Momentary impossibility of access due to technical problems
• Direct or indirect damage to the User resulting from access, use, or interruption of the Website and/or App
• Abnormal use or illicit exploitation of the Website and/or App by any User
• Attack or hacking, deprivation, or prohibition of access to the Internet network

Each User is solely responsible for any damage caused to any other User in the context of the use of the Website and/or App.

Art. 15 — Publications by the User

The Website and/or App allow the User to publish comments. The User is required to comply with Netiquette rules and applicable law. Peaxel has the right to exercise prior moderation over Publications and may refuse to publish them without justification.

The User retains full intellectual property rights to their Publications, but grants Peaxel a non-exclusive and free license to represent, reproduce, modify, adapt, distribute, and disseminate the Publication anywhere and in any medium for the duration of the intellectual property. Peaxel may delete or modify the User's Publication at any time, without giving reasons or prior notice.

Art. 16 — Duration & Termination

The GTCU are valid for an indefinite period. The Parties may terminate the GTCU by giving three (3) months' notice in writing. If the User fails to perform their obligations, or if Peaxel observes irregular, abnormal, or illegal activity on the User's account, Peaxel has the right to suspend and/or close the User's account without notice.

Art. 17 — Tax Domicile & Payment of Taxes

The User elects to reside at the address given at the time of registration and undertakes to notify Peaxel of any change of address. The User shall be responsible for complying with any legal and regulatory provisions applicable to their contractual commitment, including payment of all charges, taxes, and contributions of any kind, regardless of domicile and/or tax residence.

Art. 18 — Personal Data

Personal Data collected at registration includes: name, first name, telephone number, email address, postal address, and bank details (only in the event of a withdrawal request). This data is processed to maintain permanent contact and manage the execution of the present agreement.

Personal Data is stored on the servers of the hosting provider: Google Cloud — Google LLC, 1600 Amphitheatre Parkway, Mountain View, California 94043, United States.

The main rights available to the User under GDPR are: right of access, rectification, erasure, restriction of processing, objection to processing, data portability, and the right to file a complaint with a supervisory authority (in France, the CNIL). The User may exercise any of these rights via the contact form or their customer area.

Art. 19 — Force Majeure

Force Majeure Events as defined by French law shall suspend the obligation of the affected Party for the period required to eliminate the Force Majeure Event. The affected Party shall notify the other Party within three (3) days of occurrence. If the Force Majeure Event continues for more than one (1) month, each Party shall have the right to terminate the Agreement with immediate effect without penalty.

Art. 20 — Hypertext Links

The Website and/or App contain hypertext links. By clicking on these links, the User acknowledges that Peaxel shall not be held responsible for the content of the web pages related to these hyperlinks.

Art. 21 — Cookies

During visits to the Website and/or App, cookies may be automatically installed on the User's navigation software. Cookies are small files temporarily deposited on the User's computer hard disk, necessary to ensure accessibility and navigation. These files do not contain personal information and cannot be used to identify a person. By browsing the Website and/or App, the User accepts cookies. Their deactivation can be done via the settings of the navigation software.

Art. 22 — Miscellaneous

Peaxel shall have the right to assign to a third party all or part of the benefits and charges of these GTCU. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of the remaining provisions. The GTCU supersede all other written or oral agreements previously entered into between the Parties with respect to these matters.

Art. 23 — Applicable Law and Jurisdiction

The GTCU are subject to the law of France. In the absence of amicable resolution of disputes between the Parties, the latter shall have recourse to the competent French courts. Any dispute relating to the interpretation and execution of the GTCU shall be brought before the courts of the jurisdiction of Peaxel's registered office.

PART II — GTCT

Art. 1 — Definitions

All definitions are identical to those in the GTCU (see Art. 1 above). In addition: Talent refers to a User with a high level of notoriety and/or recognized as a public personality, having UTC representing their image on the Website and/or App.

Art. 2 — Purpose

The GTCT constitute the contract between Peaxel and the Talent and detail the rights and obligations of both parties in the context of UTC Transactions on the Website and/or App. The GTCT supplement the GTCU and, if necessary, derogate from them. A Talent contract is also signed between the Talent and Peaxel, which formalizes the Talent's participation on the Website and/or App.

Art. 3 — UTC Issue and Awards

Peaxel will issue a maximum of 100,000 UTC per Talent with an issue price set at a minimum of $1 (including tax). Peaxel remains the final decision-maker to validate the date on which the UTC are put up for sale, the end date, and the number of UTC, particularly during the First Sale. Transactions of UTCs between Users may commence immediately upon the User's acquisition of a UTC.

Peaxel reserves the right to change its prices at any time, subject to a reasonable notice period. Fluctuations in the price of UTC may occur, and Peaxel cannot be held liable for this.

Art. 4 — Intellectual Property & Licenses

Authorization to Use Personality Elements

The Talent guarantees that they have all rights relating to the use of their personality elements (image, voice, signature, name, pseudonym, silhouette, etc.). The Talent authorizes Peaxel for a period of ten (10) years and for the entire world, to disseminate the Personality Elements by all means and processes on the Website, the App, and Peaxel's social networks, for the purposes of marketing, promotion, and advertising of the UTC and Peaxel's activity.

The Talent agrees that the UTC may include logos, graphics, popularity ratings, buy/sell buttons, and any other written material, and may be adapted by any means deemed useful by Peaxel. The Talent also accepts that their Personality Elements may be associated with those of other public personalities from all walks of life.

License to Use Photographs

The Talent hereby licenses to Peaxel, for an unlimited number of uses, the intellectual property rights pertaining to all Photographs communicated to Peaxel in the context of the execution of the present contract, for the whole world and for a duration of ten (10) years. This includes:

• The right to reproduce — by all technical processes, in all formats, on all appropriate media (tangible or intangible, electronic, digital, etc.)
• The right of representation — communication to the public on all material or immaterial supports by all modes and processes
• The right of adaptation — the right to freely transpose all or part of the Photographs within the framework of the present contract

Art. 5 — Compensation

In consideration of the authorizations granted, the Talent shall be granted 20% of the commission (excluding taxes) charged by Peaxel on each transaction (excluding the issuance of UTC), without the share granted to the Talent exceeding 1% of the net result of each transaction on the Secondary Market (including taxes).

The Talent's portfolio will be credited in real time for all the remuneration referred to above, less any applicable taxes. The Talent may request payment into a specified bank account; a commission defined by the financial provider (Stripe, Wise, or other) will be charged on each withdrawal request.

The Talent shall be responsible for any payment between itself and third parties, of any nature (commission, social, tax, etc.) in accordance with its own contractual commitments.

Art. 6 — Obligations of the Parties

Obligations of the Talent

The Talent guarantees Peaxel the peaceful enjoyment and free exercise of the rights granted. The Talent warrants that they have full power and authority to enter into these terms, and that these rights are not assigned or vested in a third party in contravention of these terms.

The Talent is prohibited, during the entire period of execution of the present contract, from:

• Denigrating or behaving in a manner likely to harm the products and/or services of Peaxel
• Damaging the brand image of Peaxel
• Damaging their own image by engaging in illegal activities and/or the use of illegal substances

The Talent undertakes to comply with the GTCU, particularly in their relations with Users. In the event of non-compliance, Peaxel shall have the option of suspending UTC Transactions, and the Talent shall refund all UTC acquired by Users at their purchase price.

Privileges

The Website and App allow the Talent to offer Privileges to Users according to the number of UTC acquired. The Talent determines these Privileges and communicates them to Peaxel for publication. The Talent is responsible for the legality and proper execution of the Privileges, and is personally responsible for all costs related to their execution.

Obligations of Peaxel

Peaxel undertakes to open a user account for the benefit of the Talent and allows permanent access to the Website and the App, except during maintenance periods. In the event of a proven security breach, Peaxel may temporarily interrupt the Website and/or App without prior notice.

For the purpose of promoting this partnership, Peaxel authorizes the Talent to relay its Website and/or App and to use its brand and associated distinctive signs on the Talent's own social networks.

Art. 7 — Applicable Law and Jurisdiction

The GTCT are subject to French law. In the absence of amicable resolution of disputes between the Parties, the latter shall have recourse to the competent French courts. Any dispute relating to the interpretation and execution of the GTCT shall be brought before the courts of the jurisdiction of Peaxel's registered office.