Capsule Corp. released a document (the “White Paper”) presenting the Ternoa project (the “Ternoa Project”). The White Paper does not in any way constitute a recommendation (personalized or not) to buy, sell or arbitrate CAPS tokens, and should in no way be interpreted as such. The White Paper’s presentation cannot be interpreted as an act of financial canvassing within the meaning of articles L.347-7 of the French Monetary and Financial Code or, more generally, of marketing of financial instruments or various goods.
The White Paper may only be used, transmitted, communicated, redistributed, in whole or in part, in accordance with applicable laws and regulations and, under no circumstances, in any country or jurisdiction where such action is prohibited or which requires any license, authorization, approval, endorsement or other form of authorization of Capsule Corp., the White Paper and/or the CAPS tokens.
This White Paper contains sensitive or regulated information. No part of this White Paper may be shared, transmitted, reprinted or reproduced without the prior written consent of Capsule Corp.
The present provisions determine the general terms and conditions of sale (the "General Conditions of Sale" or the "GCS") of CAPS tokens offered by CAPSULE CORP., a simplified joint stock company under French law with capital of 1,000.00 euros, registered in the Bayonne Trade and Companies Register under number 882 163 413, whose registered office is located at Centre International d'Affaires 24 Boulevard Marcel Dassault 64200 Biarritz (hereinafter "Capsule Corp." or the "Company").
The General Conditions of Sale form with the general conditions of use of the user space, the services and the CAPS tokens offered by Capsule Corp. (the "GCU" or the "General Conditions of Use") an indivisible contract between the Buyer of CAPS tokens (the "Buyer", together with Capsule Corp. hereinafter referred to collectively as the "Parties" and individually as a "Party") and Capsule Corp.
The Company develops the Ternoa Project, which consists of developing the Ternoa Blockchain, an encrypted and decentralized storage solution designed to enable very long-term data transmission (the “TERNOA Blockchain").
The TERNOA Blockchain, and the Ternoa Project as a whole are described in detail in the white paper (the “White Paper”), available at https://github.com/capsule-corp-ternoa/white-paper/blob/main/white-paper-en.md.
The transactions carried out on the TERNOA Blockchain are based on the use of a token called CAPS (Capsule Corner), which is the virtual representation of a right of use allowing transactions to be carried out within the TERNOA Blockchain.
CAPSULE CORP. intends to launch, subject to certain reservations and at its discretion, the cryptocurrency associated with the TERNOA Blockchain in the form of a initial public coin offering of tokens (hereinafter the "ICO") through which the CAPS tokens will be offered to the public, according to the terms and conditions summarized in the White Paper.
Prior to the ICO, CAPSULE CORP. has wished to offer to a limited number of people the opportunity to participate in a private sale, allowing them to acquire CAPS tokens issued on the Ethereum Blockchain in the form of an ERC20 at a preferential price compared to the possible ICO (the "Private Sale"). The proceeds of the Private Sale will be used to finance the Ternoa Project.
In the context of the Private Sale, the Buyer and CAPSULE CORP. have wished to enter into this agreement setting out the terms and conditions of this Private Sale (the “Agreement").
1. OBJECT OF THE PRIVATE SALE
Subject to the terms and conditions set forth in this Agreement, the Buyer acquires full ownership, subject to full payment and collection of the preferential price as defined in Article 3 below, of the CAPS tokens.
The CAPS token meets the qualification of an "utility token" within the meaning of Article L.54-10-1, 1° of the French Monetary and Financial Code and gives right to the acquisition of the goods and services of Capsule Corp. The CAPS token is the virtual representation of a right of use, which would eventually, in the event of the Ternoa Project being completed, allow transactions to be carried out within the TERNOA Blockchain, in accordance with the technical description provided in the White Paper. The CAPS token is thus an intangible asset representing, in digital form, one or more rights, which can be issued, registered, retained or transferred by means of a distributed ledger technology (DLT), which, in the context of the Ternoa Project, is the TERNOA Blockchain.
Under no circumstances may the CAPS token be considered as conferring a right to its holder, directly or indirectly, to a security giving immediate or future access to the capital of Capsule Corp. or of any other company, nor confer the right to vote within the corporate bodies of Capsule Corp. or to receive dividends or confer the status of shareholder or holder of securities of any company or entity whatsoever. The CAPS token may not be considered to be or assimilated to a financial security, a financial contract or a savings bond within the meaning of the French Monetary and Financial Code.
The only rights to which the CAPS tokens would give access in the event of the completion of the Ternoa Project, subject to any modifications to the Ternoa Project that may be made at the Company's discretion, are those described in the White Paper.
The acquisition of CAPS tokens is subject to a number of conditions, particularly:
the eligibility requirements in connection with the Company's obligations to identify the Buyers, in particular in connection with the LCB-FT procedure and the due diligence obligations to which the Company is subject (which include notably the fact of not being a resident of a Forbidden Country) ;
the conclusion of the Agreement; and
compliance with the General Conditions of Use for CAPS tokens available on the Company's website and which must be accepted prior to the acquisition of CAPS tokens.
The General Conditions of Use are available on the private sale platform ps.ternoa.com . By accepting the terms of the Agreement and using the website and CAPS tokens, the Buyer expressly and irrevocably accepts the General Conditions of Use.
For the purposes of this article,
the term LCB-FT procedure refers to all the legal and regulatory provisions related to anti-money laundering and combatting financing of terrorism, in particular Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purpose of anti-money laundering or financing of terrorism as amended by Directive (EU) 2018/843 of the European Parliament and of the Council of 30 May 2018 (the "5th LCB-FT Directive"), the French government regulation 2016-1635 of December 1, 2016 strengthening the French AML/CFT system, Decree 2018-284 of April 18, 2018 strengthening the French AML/CFT system, the French government regulation 2020-115 of February 12, 2020 and Decrees 2020-118 and 2020-119 of February 12, 2020 transposing the 5th LCB-FT Directive; and
the term Forbidden Country refers to one of the following countries: 1) Afghanistan, (2) Samoa of America, (3) Bahamas, (4) Botswana, (5) North Corea, (6) Ethiopia (7) Ghana, (8) Guam, (9) Iran, (10) Iraq, (11) Lybia, (12) Nigeria, (13) Pakistan, (14) Panama, (15) Puerto Rico, (16) Samoa, (17) Saoudi Arabia, (18) Sri Lanka, (19) Syria, (20) Trinidad & Tobago, (21) Tunisia, (22) Virgin Islands of America, (23) Yemen, et (24) United-States of America.
2. DURATION OF PRIVATE SALE
The Private Sale of CAPS tokens is limited to a period starting on March 01st, 2021 at midnight and ending on May 31st, 2021 at midnight (Paris time). Within the context of the Private Sale, the Company will offer for sale through the platform a maximum total amount of 150.000.000 of CAPS tokens, out of 300.000.000 of CAPS tokens the Company may issue. Corresponding to a maximum total subscription amount of 600.000 euros (the “Hard Cap”) and a minimum total subscription amount of 300.000 euros (the “Soft Cap”).
Buyers' purchase orders will be processed in order of arrival until all the CAPS tokens offered for sale within the framework of the Private Sale are subscribed, it being specified that the purchase order will be deemed complete upon completion of all the procedures required within the framework of the Private Sale via the private user space of the Buyer on the Ternoa platform, which will be in particular, without this list being exhaustive:
the Buyer's registration on the Ternoa platform via the creation of his user space, which must be validated by clicking on the confirmation link sent to him by email;
The accomplishment of the LCB-FT procedures by the Buyer through the platform
the validation of the Buyer's purchase request under the LCB-FT procedure;
the full payment and collection of the purchase price of the CAPS tokens within the framework of the Private Sale.
There shall be no withdrawal period after sending a purchase order.
If the purchase orders exceed the Hard Cap or if the Soft Cap is not reached, respectively the excess orders or all orders will be rejected without compensation on either side, provided that the Company (i) either reimburses the price paid by the Buyer by means of bank wire transfer on the account used by the Buyer to pay the CAPS tokens, in the event of payment in any fiat currency, or (ii) in the case of payment in cryptocurrency tokens, by transferring the cryptocurrency tokens on the public address of a wallet to be specified by the Buyer.
The risk of a change in the exchange parity of legal tender currencies (other than the euro) or of the tokens to the euro, between subscription and redemption, is borne by the Buyer in the event of reimbursement.
If the information provided for the refund at the time of registration of the Buyer is incorrect or incomplete, the risk of non-refund is borne by the Buyer. However, Capsule Corp. will make its best efforts to complete the registration for a reasonable period of time.
No further refund can be requested from Capsule Corp. in any way whatsoever.
For the Private Sale, Capsule Corp. will offer to the buyers the benefit of a preferential unit price per CAPS token, which is inversely proportional to the number of CAPS tokens purchased, such unit price being comprised within a range of 0.004 € and 0.008 € (the "Unit Price"). Therefore, the higher the number of purchased CAPS token is, the lower is the Unit Price within the range mentioned above, according to the conditions attached in Appendix A.
The Buyer shall pay to the Company the amount corresponding to the product of the Unit Price and the number of CAPS tokens acquired by the Buyer in the Private Sale.
The price of the CAPS Tokens will be paid by the Buyer to the Company, in Euro by means of bank wire transfer on the Company's bank account, or by USDT deposit on the Company's ETH wallet.
For USDT payments, the number of CAPS tokens purchased will be available, and will depend on the USDT/Euro exchange rate applicable at the time of receipt of the funds, with the exchange rate risk between the USDT and the Euro being borne by the Buyer.
Euro amounts will be converted into USDT on the date of receipt, with the exchange rate risk between the Euro and USDT being borne by the Buyer.
4. DELIVERY OF TOKENS
The Parties expressly agree that the delivery on the Buyer's wallet and the free disposal of the CAPS tokens under the terms of the Agreement shall take place at the end of the Lock-Up period defined below.
The Lock-Up period (the "Lock-Up") shall begin on February 26th, 2021 and at successive periods and under conditions set forth in Appendix B.
Throughout the duration of the Lock-Up period, the Buyer will not have the possibility to dispose of the CAPS tokens that are the object of this Private Sale, but will nevertheless retain full and complete ownership of them.
At the end of each Lock-Up period as referred to in Appendix B, the Buyer may have full access to the CAPS tokens, free of any restrictions.
By accepting the terms of the Agreement and purchasing the CAPS tokens, the Buyer agrees to accept, at his own risk, the following risks (the "Risks"):
5.1 Economic risks
(i) Risk of partial or total loss of the investment
To the extent that there is no certainty that the Ternoa Project will be completed in whole or in part or that the products and services related to the Ternoa Project will achieve the planned or contemplated commercial objectives, the Buyer acknowledges that the value of the CAPS Tokens is not guaranteed and may go down as well as up and therefore, if applicable, may lose value. The Buyer accepts this risk when purchasing CAPS tokens and declares that he or she is able to bear the consequences of the loss of all or part of his or her investment.
There is no guarantee that the Ternoa Project will be completed in whole or in part and, more generally, there is no guarantee that the Buyer will be able to resell its CAPS tokens or that they will enable it to obtain products or services other than those covered by the Ternoa Project, which the Buyer acknowledges and accepts without recourse against the Company, its shareholders and/or officers and/or employees.
(ii) Currency risk, in particular to EUROS or any foreign currency, borne by the Buyer.
CAPS tokens can be purchased in Euros (EUR) or Tether (USDT).
The Buyer alone is liable for the cost and risk of converting the value of its purchase by issuing CAPS tokens from a USDT to the Euro. In the same way, it alone bears the cost and risk of converting the CAPS tokens into other cryptocurrency systems. These exchanges must be carried out on legal exchange platforms.
The risk of a variation in the exchange rate of cryptocurrencies collected in Tether towards EURO between the acquisition value date and the value date of the issue is borne by the Buyer, which the Buyer expressly and irrevocably acknowledges and accepts. This means that the number of CAPS tokens indicated at the time of an acquisition made in Tether (USDT) may differ from the number of CAPS tokens actually exchanged at the time the CAPS tokens are issued.
(iii) Token valuation risk
The value of CAPS tokens is notably correlated to the value of the services and products provided within the context of the Ternoa Project.
The value of CAPS tokens may increase or decrease depending on whether or not the Ternoa Project is completed and/or depending on the market value of the services and products offered by Capsule Corp. In the event of a reorganization, liquidation or dissolution of Capsule Corp. or the non-completion of the Ternoa Project, the value of the Capsule Corp. tokens may become zero.
The value of Capsule Corp. tokens against legal fiat currency or cryptocurrency is correlated to the supply and demand on the cryptocurrency trading platforms.
Capsule Corp. accepts no responsibility for the exchange, purchase or resale values of the CAPS tokens on these trading platforms, which the Buyer acknowledges and accepts.
(iv) Risk of absence of a secondary market
CAPS tokens are usage tokens belonging to a new class of digital assets. These assets are qualified as digital assets within the meaning of the French PACTE law. Given the state of development of the token usage market in France, and the rest of the European Union and in most geographical areas of the world, the application for admission of CAPS tokens may not be accepted by digital asset trading platforms. Consequently, no assurance can be given as to the existence of a secondary market, which the Buyer expressly acknowledges and accepts.
If a secondary market for CAPS tokens develops, it may not be a liquid market. As a result, the Buyer may not be able to sell their CAPS tokens easily or at the prices that would provide them with a valuation gain comparable to similar investments benefiting from a developed secondary market.
(v) Risk of volatility in the CAPS token market
There is a risk of volatility in the CAPS token market resulting from both intrinsic and external factors. It is therefore likely that the market value of the CAPS tokens is highly correlated with the value of the main cryptocurrencies. Also, in the event of volatility, the market value of the CAPS tokens can become lower than the value of the services to which they give access, or the price paid by the Buyer for the purchase of their CAPS tokens as part of the Private Sale, discounted or not.
5.2 Technological risks
Risk of errors or security loopholes allowing hacking or theft of the transmitter's data
Capsule Corp. declines all responsibility in the event of any unexpected and unforeseeable malfunctions or operations related to the Ethereum Blockchain and/or the Ternoa Blockchain and/or any other blockchain on which the CAPS tokens may be issued or transferred, loss of CAPS tokens by the Buyer, hacking, denial of service attacks, Sybil attacks, spoofing, malware or consensus-based attacks or theft of Capsule Corp. identification information and, more generally, any situation involving the impossibility for the Buyer to access their tokens.
Risk of loss or theft of the Buyer's private key holder
Any Buyer of CAPS tokens with their own safekeeping must be particularly careful never to disclose or lose its private keys. Any third-party having access to private keys, including the login information of an electronic wallet or safety-deposit box service used by a token holder ("Wallet"), may misappropriate CAPS tokens and/or the operation of the Wallet.
Furthermore, the Buyer of the CAPS tokens can only access their Wallet by using their personal login information. The loss of this information can result in the total impossibility to access and/or use the CAPS tokens. The loss of this information by the Buyer will result in the loss of the CAPS tokens. In fact, any third party who obtains the private keys (public key and private key) of the Buyer of CAPS tokens may use the CAPS tokens purchased by the Buyer.
5.3 Risks related to the Ternoa Project
Risk of failure in the launch or technical and operational development of the Ternoa Project
The CAPS token has been designed to be a qualified token for use in obtaining goods and services offered by Capsule Corp. as part of the implementation of the Ternoa Project and, in particular, the access to storage space on the Ternoa Blockchain to be created as part of the Ternoa Project.
Issuance and selling of CAPS tokens by Capsule Corp. are intended to enable the implementation of the Ternoa Project and, in particular, to (i) create the Ternoa Blockchain and, once completed, (ii) support the transactions via the Ternoa Blockchain and (iii) provide access to long-term digital data storage space.
There can be no certainty that Capsule Corp. will be able to implement the Ternoa Project on a strictly limited basis as set forth in the White Paper, as Capsule Corp. is bound only by an obligation of means for the implementation of the Ternoa Project as described in the White Paper. Capsule Corp. declines all responsibility and makes no guarantee as to the accuracy, reliability, completeness or timeliness of the services offered by Capsule Corp. or as to the results obtained by the use of these services, which is expressly acknowledged and accepted by the Buyer. The Ternoa Project may at any time evolve depending on what Capsule Corp. considers to be in its best interest, with a goal to implement the Ternoa Project as referred to in the White Paper and/or as it may or will have evolved, which is expressly acknowledged and accepted by the Buyer.
Risk of substantial changes to the project and the rights attached to the CAPS tokens
No guarantee can be given as to the approval of European Union legislation harmonizing the legal qualification of digital assets, which can have an impact on the current qualification of the CAPS tokens and the rights attached to them. Capsule Corp. shall have no liability related to such an event that may have an impact on the recognition of rights and the value of the CAPS tokens.
Risks related to the lack of visibility on the regulations applicable to the offer of tokens in all jurisdictions in which the tokens will be offered as well as on the taxation applicable to the Buyer of the CAPS tokens.
The terms and conditions of the Private Sale and Agreement, and the taxation of the CAPS token, are subject to French regulations taking effect on the date hereof and more particularly to the French PACTE Law for the purposes of their marketing on French territory.
No guarantee shall be given as to the consequences of a possible judicial or administrative decision, or a modification of French legislation or regulations after the date hereof. Such a decision or modification may have a moderate to material negative impact on the Buyer and have an adverse effect on the value of the CAPS tokens.
Capsule Corp. declines any responsibility about the adoption of a European Union text harmonizing the legal qualification of digital assets and which may have an impact on the current qualification of the CAPS tokens and the rights attached thereto.
The Buyer acknowledges that it is fully informed of the regulations (legal and tax) applicable in the context of the Private Sale of the CAPS tokens in exchange for digital assets, with regard to its nationality and country of residence.
The Buyer acknowledges that it has carefully considered whether the acquisition of the CAPS tokens is appropriate in light of its situation and financial resources, and acknowledges being informed that US residents or any person or entity subject to US law ("US Person" within the meaning of US regulations) is not permitted to participate in the Private Sale or otherwise in the acquisition of the CAPS tokens and expressly declares that it is not a US Person.
Risks related to the absence of project-specific regulations
As of the date hereof, Capsule Corp. does not have a legal status requiring mandatory licensing or registration. Nevertheless, it may be possible that regulations may change and that Capsule Corp. may be required to obtain a license or registration, without it being guaranteed that Capsule Corp. meets the conditions to obtain this license, which the Buyer expressly acknowledges and accepts and therefore waives the right to claim any indemnity whatsoever against the Company, its shareholders, officers and/or employees.
Risks related to the use of the CAPS tokens
The Buyer of the CAPS tokens is responsible for the use it makes of them. The payment, purchase or sale of the CAPS tokens engages it responsibility, of which it acknowledges that it is fully informed.
Capsule Corp. shall have no responsibility in the event that CAPS tokens are used for the purchase or sale of products prohibited by the applicable laws.
6.ABSENCE OF LIABILITY OF CAPSULE CORP.
The Caps tokens are sold on a "as is" basis and without warranty of any kind, neither expressed nor implied. The Buyer expressly and irrevocably accepts all liabilities and all risks associated with the purchase of the CAPS tokens hereunder, the rights to which these CAPS tokens entitle the Buyer and their use, including but not limited to the Risks referred to in Article 5 above.
The Buyer expressly agrees, to the extent permitted by applicable law, that the Company and the Identified Persons (as defined below) shall not be liable and accepts no responsibility or obligation of any kind for any variation, increase or decrease, in the value of the CAPS tokens.
The Buyer acknowledges being solely responsible for the payment of any tax, contribution or fee, direct or indirect, due under the terms of this Private Sale, the holding and/or in general any transaction in connection with the Capsule Corp. tokens acquired hereunder.
The Buyer expressly acknowledges and agrees to comply with any applicable regulations, in particular within its jurisdiction, concerning the acquisition of the CAPS tokens, and that the Company does not accept any liability whatsoever in this respect.
7.GENERAL COMMITMENTS OF THE BUYER
The Buyer expressly and irrevocably agrees and commits to:
(i) Respect the Lock-Up;
(ii) Not transferring part of nor all of its CAPS tokens or any rights thereto in any country or jurisdiction where such Transfer is prohibited or requires the permission of Capsule Corp., the White Paper and/or the CAPS tokens; regardless of the form or terms of such transfer (assignment, contribution, donation, other, hereinafter a "Transfer"). In particular, but not exclusively, the Buyer must not transfer the CAPS tokens and/or a right to CAPS tokens to a "US Citizen" within the meaning of "Regulation S" of the United States Securities Act 1933 or any other person resident of a Forbidden Country;
(iii) Not instituting nor participating in any legal action, arbitration procedures, or applying to any other dispute resolution organization, in France or abroad, (i) againstCapsule Corp, in the event of total or partial non-execution, non-deployment or non-fulfilment of the Ternoa Project, even if their Caps tokens have lost all or part of their value as long as Capsule Corp. has complied with its obligation of means of implementation of the Ternoa Project substantially in the form described in the White Paper; and/or (ii) in any event, against the affiliates of Capsule Corp. (including the officers, shareholders, employees of Capsule Corp.), or its agents, subcontractors, processors, service providers and advisers of Capsule Corp., (the "Identified Persons") in connection with CAPS tokens and/or the White Paper;
(iv) Not bringing nor participating in any legal action, arbitration procedure or applying to any other dispute resolution organization, in France or abroad, (i) against Capsule Corp. in the event of total or partial occurrence of one or more risk factors listed in Article 5 and/or (ii) in any event, against one or more Identified Persons in relation to the CAPS tokens and/or the White Paper; and
(v) Complying with French law and all laws and regulations applicable in each jurisdiction in or from which it may have Transferred, or been the beneficiary of a Transfer of, a CAPS token, an interest in a CAPS token, and/or all or part of the White Paper.
8.SPECIFIC COMMITMENTS OF THE BUYER
The Buyer additionally agrees in the event of, notably, a Transfer in whole or in part of its CAPS tokens or a right to its CAPS tokens to any person (a "Transferee") to stipulate as stipulator, in accordance with the provisions of Article 1205 of the French Civil Code, as promising in favor of each Identified Person as the beneficiary of this stipulation for the benefit of another person that the Transferee irrevocably:
Complies with the same undertakings as those given by the Buyer under Article 6 for the benefit of Identified Persons; and
Makes the same declarations as those of the Buyer in the Agreement for the benefit of the Identified Persons.
The Buyer waives its right to revoke this Stipulation at any time and acknowledges that as stipulator, and Capsule Corp. as beneficiary, for its own benefit and that of all other beneficiaries, the Stipulation becomes irrevocable between the Buyer, as stipulator, and the Persons Identified, as beneficiaries, as of the date of this Agreement.
The Buyer agrees that each Transferee expressly waives his/her right to revoke any of the commitments and declarations that he/she has respectively made and made by virtue of this Article 8 prior to any Transfer made in his/her favour of a CAPS token or a right to a CAPS token.
The Buyer agrees to indemnify, on first demand, any Identified Person for all direct or indirect damages, liabilities, indemnities, financial losses, costs, disbursements and losses that such Identified Person has suffered as a result of any breach by the Buyer of these general and/or specific undertakings referred to in Article 7 and Article 8 respectively.
Subject to the foregoing, the Buyer agrees to indemnify the Company in the event of gross negligence or willful misconduct under the Agreement.
9.DECLARATIONS BY THE PARTIES
The Parties declare that they have full civil capacity to commit themselves within the framework of the present Agreement and its consequences and, more specifically, that they are not currently subject to collective proceedings applicable to companies in difficulty, nor are they subject to over-indebtedness proceedings, nor are they likely to be subject to such proceedings because of their professions and functions, nor are they in a state of cessation of payments and are not or have not been subject to any receivership or judicial liquidation proceedings.
The Buyer declares not being a "US Citizen" within the meaning of "Regulation S" of the United States Securities Act 1933 or a resident of a Forbidden Country.
The Buyer agrees to undergo an LCB-FT identification process to verify its identity and the origin of the funds invested. It must declare that the funds used to acquire the tokens are not of criminal or delinquent origin within the meaning of the regulations relating to the anti-money laundering and combatting thecounter terrorism financing of terrorism laws and regulations applicable in France.
The Buyer declares that it is aware of the taxation applicable to the purchase of the tokens, and that it is responsible for any tax or charge that may be due as a result of result from the acquisition, transfer or exchange of the tokens covered by this Agreement.
The information contained in this Agreement is protected by the strictest confidentiality. The Company is committed to put in place all of the means necessary to ensure the confidentiality of the Buyer's personal data, so as to prevent damage, deletion or access by third parties. Such data will only be used for the purpose of the fulfillment of this Agreement and will not be disclosed to third parties without prior consent of the Buyer, unless required by law. The Buyer's personal data will be kept for archiving purposes until the expiry of the contractual limitation period, after which it will be destroyed.
The Parties expressly refrain from disclosing this Agreement and its contents to any third party, with the following exceptions:
Advisors who are subject to professional secrecy,
Public, national or regional authorities, to which such transmission would be necessary by virtue of a mandatory legal or regulatory provision
In order to compel the other Party to fulfil its commitments by reason of its refusal to do so or its failure to do so.
This Agreement shall cancel and replace any existing agreement or contract entered into between the Parties prior to the date of this Agreement and pertaining to CAPS tokens, except for any other lock-up period previously agreed between the Parties regarding CAPS tokens previously acquired.
The Parties agree that the Agreement may only be legally modified by means of a written amendment signed by both Parties. Neither Party may be considered to have implicitly waived any rights unless expressly stipulated in this Agreement. The preamble and possible annexes formappendixes form an integral part of the Agreement and have the same legal force as the other provisions of the Agreement.
If one of the provisions of the Agreement should be or become null, unenforceable, invalid, illegal or inapplicable, this shall not call into question challenge the validity, effectiveness or enforceability of the other provisions of the Agreement, which shall in no way be affected or altered by it, and the Parties shall not be exempt from fulfilling the Agreement. In such a case, the Parties hereby undertake to replace, if possible, the invalid, unenforceable, void, illegal or inapplicable provision in question with a lawful provision corresponding to the object and intent of the latter, by way of an amendment to this Agreement.
13.APPLICABLE LAW — JURISDICTION
The Agreement is governed by French law.
It is drawn up in French and in English, being specified that the French version prevails in the event of a dispute over its execution, interpretation, validity or cancellation.
Any disputes that may arise concerning the validity, interpretation and execution of this Agreement shall be subject to the exclusive jurisdiction of the Commercial Court of Bayonne.
Appendix A – Table of Unit Price
Appendix B – Lock-Up periods
Tokens vesting rules applicable to Pre-Sales #2 participants
Event / Date
Listing + 4 months
Listing + 8 months
Listing + 15 months