TERMS OF SUBSCRIPTION AND USE (ToSU)

Edda.co website November 2023

EDDA, a French sole shareholder simplified joint stock company (Société par actions simplifiée à associé unique de droit français) with share capital of €750k +, having its registered office at 10 RUE DE PENTHIÈVRE 75008 PARIS 8, registered with the Paris Trade and Companies Register under number 883 364 663, represented by the US company KUSHIM, INC. acting and having the necessary powers as Chairman (Président),

Here after known as:« EDDA »

PREAMBLE

EDDA has developed a web-based SaaS platform for investment and venture capital professionals, which can be accessed via: edda.co

These Terms of Subscription and Use (hereafter referred to as the "ToSU") describe the contractual relationship between the Parties (EDDA and the Customer).

The Customer acknowledges that they can only subscribe to a Subscription and access the Services if they sign the Quotation proposed by EDDA and accept the ToSU.

ARTICLE 1. DEFINITIONS

Customer: Refers to the natural person or legal entity (through its representative) who subscribes to a Subscription and accepts the ToSU.

Customer Data: Refers to data, information, files and any other content uploaded, stored or shared by the Customer on the Platform.

End User(s): Refers to any natural person, employee, corporate officer or collaborator of the Customer,authorizedby these ToSU to use the Services as part of the Subscription taken out by the Customer, by means of an Identifier.

Hosting: Refers to the hosting of the Platform on external servers, or, if specified in the Quotation signed by the Customer, on the Customer's servers in the context of the implementation of "on-premise" Services.

Identifier: Refers to an End User's access codes and password, which enable access to the Services.

Information: All news, information, content (in particular text, images, data, audio, audiovisual or multimedia content, etc.), databases, document collections and/or search engines made available to Customers by EDDA as part of the Services.

Personal Data: Refers to any information (name, address, telephone number, etc.) relating to an identified or identifiable natural person.

Platform: Refers to the SaaS platform, accessible via the Internet, for investment and venture capital professionals, accessible via the edda.co website, offering the various Features, and from which the Services are offered.

Quotation: Means the document drawn up by EDDA and accepted by the Customer, summarizing the Subscription terms and conditions subscribed to bytheCustomer,includingin particular the price, the Features and the scope of the Services to which the Customer will have access.

Services:Theseincludethefollowingmodules:

  • Dealflow(a tool for monitoring and evaluating investment opportunities),
  • DocumentCenter(a dataroom and document storage tool),
  • Contacts(abusinesscontactmanagementtool),
  • Portfolio (a management tool consolidating spreadsheets, reports, corporate communication and other elements to consolidate an over view of portfolio performance), and;
  • Portal(a tool for sharing information on investment activity performance).

(The "Features"), as well as, more generally, integrations with third-party services, access to the Platform, its support and maintenance, and any other services that maybe performed for the Customer by EDDA's teams and which have been defined as falling within the scope of the Customer's Subscription in the Quotation.

Subscription: refers to the Customer's subscription to the Services for a given period and a given number of End Users.

Trial Period: refers to the possibility for EDDA to offer a free discovery period of the Platform and its Services, for a duration that EDDA unilaterally determines, at its discretion, to potential customers and/or users.

ARTICLE 2. PURPOSE

The purpose of the ToSU is to set out the conditions under which EDDA provides the Customer with the Services in return for the Customer paying the agreed price and complying with the limitsontheuseof the Services and the special conditions set out in the Quotation signed by the Customer.

They apply to all types of Subscription.

ARTICLE 3. START, DURATION AND TERMINATION OF SUBSCRIPTION

With the exception of any Trial Period, use of the Platform is strictly subject to a Subscription.

The Customer takes out a Subscription by accepting the ToSU and signing a Quotation which specifies the duration of the Customer's commitment.

The ToSU are made available to the customer at the time of subscription.

The ToSU are binding on the Customer, who acknowledges having read them and expressly accepted them without reservation before validating the subscription.

Acceptance of the ToSU implies acceptance of the price specified in the signed quotation.

Together with the signed Quotation and invoices, the ToSU constitute the contractual documents binding on the Customer, to the exclusion of any other, in particular its own general terms and conditions of sale and/or purchase and/or its own purchase orders.

The Subscription start date is that shown on the invoicess ent to the Customer and corresponds to the date on which the Services are made available to the Customer. The Subscription start date is specified in the Quotation and, in the absence of any specification, may under no circumstances exceed 30 days after the date of signature and/or acceptance of the Quotation. Should the Services not be made available after 30 days, for whatever reason,EDDAreserves the right to start invoicing the Subscription.

The Subscription takes effect on the day it is taken out. For Subscriptions :

  • the Subscription is for a period specified in the quotation, tacitly renewable for successive periods matching that duration, and the Customer may cancel automatic renewal of the Subscription at any time up to thirty (30) calendar days before the expiry of the current Subscription period.

In the event that a new Subscription is concluded with an existing Customer, whether or not it concerns the same End-Users, the Subscription start date will henceforth be that of the first invoice issued following the signing of the new Quotation, and the billing cycle will be reset.

Notification of termination of the Subscription must be made by registered letter with acknowledgement of receipt to EDDA's head office or by email to support@edda.co The Customer's request for termination will be confirmed by email fromEDDA.Cancellationwillonly be effective from the Subscription renewal date.

ARTICLE 4. PROVISION OF PLATFORM SERVICES

4.1 Service content

The scope of Services available to the Customer and its End Users, particularly in terms of Functionalities, depends on what has been negotiated and contractually defined by EDDA and the Customer in the signed Quotation.

The Customer acknowledges that the Services are provided, unless specifically agreed otherwise in the signed Quotation, without any customization and "as is". The Customer assumes full responsibility for examining all features of the Platform and Services before signing the Quotation.

The Services include:

  • A right to access,consult and use the Platform;
  • A right to access and use the Features;
  • If included in the signed Quotation, face-to-face or remote training for the Customer and/or one of his representatives in charge of administering the Services at the Customer's premises, dedicated to learning how to use the Platform;
  • Assistance and customer support services under the conditions of article 7.

The Customer may also benefit from, upon request to EDDA and upon quotation, additional support and/or training in the Services and/or customization of the Services.

EDDA reserves the right to replace a Functionality of the Services by another equivalent in quality and content. The Customer will be informed in advance and retains the right to request termination under the conditions set out in article 3.

EDDA reserves the right to suspend access to the Services immediately and without notice in the event of force majeure, attempted intrusion or breach of security of the Platform.

EDDA also reserves the right to cancel a Service completely. Inthiscase,theCustomerwillbe informed and will be reimbursed for any sums paid corresponding to the remaining duration of the Subscription.

4.2 Access to Services

The Customer is granted non-exclusive, non-transferable access and use of the Platform, for each End User, for the duration of the Subscription and in accordance with the ToSU and the specific conditions defined in the signed Quotation.

The Services are accessible to End Users only. Any use of the Customer's access to the Services by an unauthorized person shall engage the Customer's liability.

Once EDDA has opened access to the Platform to the Customer, the latter will be responsible for allocating the available accesses to End Users according to their Subscription.

Each End User is responsible for creating and maintaining / resetting his or her User ID.

EDDA may send by e-mail to the Customer, and more particularly to the person consideredas the referent, all communications relating to the Platform or to any updates to the Services and ToSU.

Each Identifier is personal, individual, confidential and non-transferable.

The Customer undertakes to make every effort to ensure that the Customer and its End Users keep the Identifiers secret and that they are not disclosed in any form whatsoever to persons other than the End Users. The Customer is entirely responsible for the use andsafekeepingof the Identifiers. The Customer is responsible for the security of the individual workstations used to access the Online Service. The lending, sharing, transfer or sale of Identifiers is prohibited and will not be enforceable against EDDA.

The Customer may be held liable for any access to a Service using End User Identifiers. The Customer undertakes to inform EDDA without delay of anyloss,theftorunauthorizeduseofits End Users' Identifiers so that EDDA can take allappropriatemeasureswithoutdelaytoremedy the situation.

4.3 Availability and maintenance

The Platform is accessible 24 hours a day, 7 days a week, except in casesofforcemajeureor events beyond EDDA's control, and subject tomaintenanceandupdatingoperationsnecessary for the proper functioning of the Platform. The End User is hereby informed that the Services may be suspended without notice on any day for such maintenance and updating operations.

However, the Customer is informed that connection to the Services is made via the Internet network. The Customer iswarnedofthetechnicalhazardsthatmayaffectthisnetworkandlead toslowdownsorunavailability,makingconnectionimpossible.EDDAcannotbeheldresponsible for difficulties in accessing the Services due to Internet network disruptions.

4.4 Terms of use of Services

The Functionalities made available to the End User by EDDA as part of his Subscription are protected by intellectual property rights.


No Functionality of the ServicesmaybeusedbytheCustomerand/oritsEnd-Users outside the limits and conditions set forth in this license agreement.

EDDA grants the Customer a personal,restricted,non-exclusive,non-assignableand non-transferable license to third parties, without the right to sub-license, to access and use the Services, under the conditions and within the limits defined below.

The User expressly undertakes:

  • to use the Services and Functionalities strictly for its own needs;
  • not to infringe the intellectual property rights held by EDDA on the Platform or on the Functionalities;
  • not to reconstitute or attempt to reconstitute, from the Features and/or by means of the Services, a database intended to offer directly or indirectly, free of charge or against payment, the same or a comparable service, to unauthorized persons, and/or to distribute or sell, in any manner whatsoever, information for the purpose of helping a person to reconstitute, in whole or in part, such a database or an equivalent service;
  • not to use the names "EDDA" without the prior and express authorization of EDDA;
  • to maintain the confidentiality of his or her UserID(s)and to take all necessary measures to ensure that no third party, in any capacity whatsoever,has access to his or her access code(s) and/or password(s) and is thus able to access the Services unlawfully;
  • to inform EDDA immediately in the event of theft, loss or illicit use of the access code(s) and/or password(s);
  • to ensure that the scope of these obligations is respected by all authorized End Users.

Any other use is expressly reserved by EDDA, in particular any substantial extraction of the Information, any reproduction, communication, distribution, sale or rental of the Information to third parties, any adaptation or translation of the Information, any use of the Information in the form of press panoramas or any text or data mining activity.Any use not covered by this license may, where applicable, be subject to specific and express authorization from EDDA or its assignees.

4.5 Confidentiality of Customer Data

Pursuant to the present ToSU,EDDA:

  • acknowledges that Customer Data uploaded to the Platform is the exclusive property of the Customer and contains confidential and sensitive information;
  • agrees to treat Customer Data as strictly confidential and not to disclose, share, or access Customer Data, except to the extent necessary to provide and maintain the Services or when required by law;
  • will take appropriate security measures to protect Customer Data against unauthorized access, loss, alteration or disclosure;
  • will retain Customer Data only for the duration of the agreement between the Parties, unless otherwise instructed by the Customer, or where retention is required by law;
  • will allow access to Customer Data only to those employees, subcontractors or agents who require access in order to perform the Services;
  • undertakes to inform its staff of the importance of confidentiality of Customer Data and to subject them to appropriate confidentiality obligations.

The Customer acknowledges that EDDA may collect and use certaininformationrelatingtothe use of the Platform, in accordance with its Privacy Policy. However, this information will not be associated with Customer Data.

EDDA will under no circumstances disclose Customer Data to third parties without the Customer's prior written consent, unless required by law or in response to a legal requirement.

4.6 Integration with third-party products

The Platformand Services integrate with certain products provided by third-party companies.

In the case of Subscription, these integrations are specified in the Quotation signed by the Customer.

The Customer is solely responsible for obtaining the necessary licenses and rights to access third-party products and Edda makes no warranty as to such integration.

Edda may at any time modify the list of third-party products with which integrations with the Platform and Services are possible.

ARTICLE 5. FINANCIAL CONDITIONS

5.1 Price and revision

The price that the Customer agrees to pay EDDA for the right to use the Platform and foraccess to the Services, is either accepted on the site at the time of registration or defined in the Quotation signed by the Customer.

Prices are quoted in euros (EUR-€) or in US dollars (USD-$), exclusive of tax. The amount of these taxes is indicated at the time of subscription. Prices are inclusive of all taxes and include VAT applicable on the day of subscription.Any change in the applicable rate may bere flected in the Subscription price.

EDDA reserves the right to propose promotional offers or price reductions, and also to revisethepricingduringtheterm of the contract. In the event that the price of a Subscription is revised, the Customer will be informed by email at least fifteen (15) days before the new price comes into effect. These new rates apply only to the renewal of the Subscription.

In the absence of a response from the Customer before the tariff revision comesintoeffect,on the expiry date of the Subscription, the Customer will be deemed to have accepted it. The Customer must then pay the revised price as notified by EDDA.

In the event of express refusal by the Customer before the tariff revision comes into effect,the Customer will have the option of terminating the Subscription in accordancewiththetermsand conditions set out in article 3 (Start, Duration, and Termination Of Subscription).

5.2 Terms of payment

Invoices will be sent exclusively in electronic format by EDDA to the Customer by email. Payments will be made by credit card, SEPA direct debit or bank transfer.

If End Users are added during the Subscription period, the reference Subscription contract remains the initial Subscription,updated with the number ofadditional active End Users over the period.

EDDA will issue an adjustment invoice at the end of the Subscription period in proportion to the number of additional active End Users added by the Customer.

Payment shall be made monthly, quarterly or annually, and all invoices shall be payable bythe Customer in full within thirty (30) days of their issue.

5.3 Payment incident

In the event of non-payment by the agreed due date, the Customer (i) will be charged, without the need for a reminder letter, late payment penalties equal to the interest rate applied by the European Central Bank to its most recent refinancing operation,plus ten(10)percentage points, calculated on a monthly basis, (ii) will automatically be liable for a fixed indemnity for collection costs of forty (40) euros, in accordance with articles L.441-6 I. and D.441-5 of the French Commercial Code.

5.4 Special provisions

The Quotation may provide for specific financial terms.

ARTICLE 6. DEFAULT BY ONE OF THE PARTIES

The Subscription to Services may be automatically terminated by either Party in the event that the other Party fails to comply with its obligations.

Termination of the Subscription will be effective upon expiry of a period of thirty (30) daysfrom notification by one Party, by registered letter with acknowledgement of receipt, of a breach by the other Party of one of its obligations.

In particular, EDDA may suspend the Subscription automatically and without notice and terminate the Subscription in the event of :

  • non-paymentofaninvoicebytheCustomer;
  • violation by the Customer of the scope of the rights of use/conditions of use of the Services;
  • attempted intrusion or breach of the Platform's logical integrity.

Any simultaneous connections observed on the PlatformoractivitiesonthePlatformexceeding a level of activity inaccordancewithitsSubscriptionmayresultintheinterruptionofServicesor the automatic application of charges corresponding to Services used improperly.

It is expressly agreed between the Parties to exclude the application of article 1226 of the French Civil Code, the only possibility of resolution or termination being therefore the implementation of the resolutory clause in the preceding paragraph.

In the event of early termination of the Subscription for any reason whatsoever, all sums remaining due by the Customer will become immediately payable without prejudice to any damages that may be due to EDDA.

ARTICLE 7. CUSTOMER CONTACTS

For technical assistance, additional services,training and customization,or forbilling questions, the Customer may contact EDDA :

  • by emailto support@edda.co
  • or by means of the contact form or instant messaging module accessible from the Platform.

Any problem related to the customer's Internet access or hardware configuration is not covered by customer support.

ARTICLE 8. PROTECTION OF PERSONAL DATA

EDDA undertakes to strictly apply the regulations on the protection of personal data,namely in particular - as a company subject to French law - Law No. 78-17 of January6,1978relatingto information technology, files and freedoms, as amended (known as the Loi Informatique et Libertés) as well as Regulation(EU)2016/679 of the European Parliament and of the Council of April 27, 2016, known as the General Data Protection Regulation (hereinafter the "GDPR").

Therefore, we invite Customers to carefully read EDDA's Privacy Policy which aims toshare the rules applicable to the collection, processing and transfer of personal data.

For all requests for information, please use the following email address: gdpr@edda.co (delegate for data protection), specifying the customer reference and/or consult the website of the Commission Nationale de l'Informatique et des Libertés.

Some of the data collected and processed by EDDA is necessary to enable EDDA to pursue the purposes described in this privacy policy, and in particular for the provision of Services or the management of Subscriptions. Consequently, failure to provide such data may prevent EDDA from providing the Services, in particular consultation of the Platform. EDDA may not be held responsible for such an impediment in the event that the Customer and/or User refuses to communicate the data.

ARTICLE 9. COOKIES

The cookie policy available in our Privacy Policy (see dedicated paragraph) provides Customers with information on how EDDA uses "cookies" or "trackers". These cookies help us to understand how End Users interact with the Platform, and thus to improve the experience and use of certain Features.

The Cookie Policy also provides information on how third parties may use these technologies in association with EDDA.

The use of certain trackers or cookies is necessary to enable the Customer and the User to access the Services and the customer area. EDDA may not be held responsible in the event of impossibility of access to the Services or to the aforementioned customer area which is consecutive to an opposition to the use of these trackers or cookies by the Customer and/or the User.

ARTICLE 10. LIABILITY

EDDA makes no warranties, express or implied, with respect to the Information and data publishedonthePlatformorwith respect to the Features. The Customer is solely responsible for the use and interpretation he makes of the Information and Functionalities provided by EDDA, and for the actions and advice he deduces or issues therefrom.

The use and exploitation of the Information and results obtained fromtheFunctionalitiesbythe Customer is therefore under the Customer's sole responsibility and at theCustomer'sownrisk, including the use of links on social networks. In this respect, it is hereby specified that EDDA does not intend to substitute itself for the Customer in carrying out researchand/orinterpreting the Customer's questions or analyzing the Information obtained by means of the Functionalities.

Under no circumstances will EDDA be held liable for any direct orindirectdamagethatmaybe caused by Information from the Platform. By express agreement between the Parties, any financial or commercial loss, loss of profit, data or clientele, as well as any action brought bya third party against the Customer, is considered as indirect damage.

EDDA cannot be held responsible for any damage that may result from theCustomer'saccess to the Platform: use of the Platform and its Services is the sole responsibility of the Customer. Importing non-anonymized or confidential documents onto the Platform is at the Customer'ssole risk.

EDDA's liability is limited solely to direct damages caused by a breach on its part and EDDA shall not be held liable for indirect or unforeseeable damages or damages that may result from the Customer's use of the Platform.

In any case, should EDDA be held liable by the Customer for direct damages suffered by the Customer under the Subscription, the Customer's right to compensation per contractual year will be limited, all causes and damages combined, to the amount of the last six (6) months of Subscription received by EDDA.

ARTICLE 11. MARKS

EDDA and the Customer are each the sole and exclusive owners of the rights to their names, trademarks and logos. Neither Party will issue any press release without the approval of the other Parties.

However, a Party may use the name, logo or trademark of the other Party for promotional purposes, in particular to announce the conclusion of the contract, or todescribe the Services in general terms, whether in its internal, commercial or promotionaldocumentation,itswebsite,or in presentations or commercial proposals. This use is subject to strict compliance by the Party using the graphic charter of the other Party.

ARTICLE 12. MISCELLANEOUS

Neither of the Parties may be held liable for any breach of any of its obligations resulting from external, unforeseeable and unavoidable circumstances.Anybreachresultingfromsuchacase of force majeure lasting more than one month will give the non-defaulting party the right to declare the Subscription terminated ipso jure under the above conditions,it being specified that this right may only be exercised for as long as the breach in question persists.

The Customer shall not assign or delegate any or all of its rightsorobligationsundertheToSU without EDDA's prior written consent.

If any provision of the ToSU should conflict with any applicable statutory or regulatory provision and/or be declared invalid or unenforceable by a court of competent jurisdiction, it shall be deemed unwritten and all other provisions of the ToSU shall remain in full force and effect.

The ToSU applicable to the Customer are those in force on the date of subscriptionorrenewal of the Subscription. Nevertheless, EDDA reserves the right to modify the present ToSU at any time, without prior notice, by posting a new modified version online, whichalonewillbebinding between the Parties.

The failure of either party to insist, at any time or for any periodoftime,ontheperformanceby the other party of any provision of the ToSU inaccordancewithitstermsshallnotbeconstrued as a waiver of any subsequent claim for such performance.

In addition, EDDA reserves the right to substitute any other company affiliated with it, and in particular its parent company KUSHIM INC. a company registered in the United States in the State of Delaware, having its registered office at 2711 Centerville Rd, Suite 400, Wilmington, Delaware 19808, as a contracting party to these ToSU at any time, without prior notice, for all provisions of the ToSU. The Customer agrees that such substitution may be made without their prior consent.

ARTICLE 13. EVIDENTIARY AGREEMENT

The data and information collected by EDDA at the time of the conclusion of the contract (in particular the acceptance of the contract, the commissioning ofaccesstotheServicesortothe customer area, as well as the connection, browsing, downloading and more generally usage data of the End Users, are kept by EDDA as proof. EDDA will archive this data on a reliable and durable medium. This information and data will be deemed authentic between the Parties until proven otherwise.

In this respect, the Customer is informed that EDDA may collect IP addresses and connection data from computer equipment accessing the Services, in particular for thepurposesofaccess control, compliance with EDDA's rights and proof of performance and/or any breach of contract or EDDA's rights.

ARTICLE 14. APPLICABLE LAW AND DISPUTES

The ToSU are governed by French law.

In the event of a dispute, the Parties shall attempt in good faith to reach an amicable settlement.

In the event of a dispute between the Parties concerning its validity, interpretation or performance, the Parties will endeavor to settle their differences amicably.

Within eight (8) days of the sending of an e-mail alleging a breach by a Party and referring to this Article (here in after the "First Notification"), the two Parties undertake to meet for a video conference lasting a minimum of one (1) hour, each Party to be assisted by outside legal counsel.

Failing agreement within one month of the First Notification by any meansin writing sent byone Party to the other concerning the dispute concerned, the latter shall be subject to the exclusive jurisdiction of the courts of Paris(France), even in the event of multiple defendants or third-party claims.

If the dispute remains unresolved within 30 days of receipt of this registered letter, the Paris courts are expressly recognized as having jurisdiction, not withstanding multiple defendants or third-party claims, even for emergency or conservatory proceedings, in summary proceedings or by petition.