Terms and conditions of sale

Preamble

RECALLBY is a simplified joint-stock company, with a share capital of 10,105 euros, registered with the Paris Trade and Companies Register under number 940 003 080 and whose registered office is located at 7 rue de Saussure 75017 PARIS (hereinafter "RECALLby") and may be contacted by email at: contact@recallby.com.

RECALLby develops and operates a Web3 technology platform enabling partner brands to create, issue and distribute non-fungible digital tokens, called "KEYZz". These KEYZz constitute digital experiential passes giving their holders access to exclusive content (audio, video, images, files, AR/VR experiences) and to various digital or physical benefits defined by each Brand.

RECALLby acts as a technology provider: it makes available a secure software infrastructure enabling the technical creation, the recording on blockchain and the distribution of KEYZz, as well as the management of their associated content. RECALLby does not act as a financial intermediary, custodian of crypto-assets, nor as an exchange or investment platform.

The KEYZz offered via the platform have no speculative purpose and confer no financial or proprietary right on their holders. They constitute exclusively utility access tokens, intended to enrich the community and marketing experience of the Brands.

RECALLby markets only the technical access to the KEYZz; the definition, content, availability and conformity of the experiences linked to the KEYZz fall exclusively within the responsibility of the Brands.

Article 1. Definitions

Within the framework of these terms and conditions of sale, the terms used below have the following meanings, whether used in the singular or the plural:

• "Blockchain": means an open-source computer protocol over which RECALLby has no right or responsibility in terms of development and operation. RECALLby has no control, right or responsibility over the operation of the protocol and the blockchain network. RECALLby uses the following Blockchains: Allfeat, Ethereum, Polygon;
• "Client": means any natural or legal person, customer, member of the community or of the public of the Brand, who holds or accesses one or more KEYZz issued by the latter via the Platform, in order to benefit from the content, experiences or benefits associated with them;
• "Terms and Conditions of Sale" or "T&Cs of Sale": means these terms and conditions of sale defining the conditions and terms under which Clients may place an Order for KEYZz on the Platform;
• "Terms and Conditions of Use" or "T&Cs of Use": means the terms and conditions of use of the services applicable to Clients when using the Platform and the Services;
• "KEYZz": means the non-fungible digital tokens, issued in a limited series by the Brands by means of the technology made available by RECALLby, which may be transferred and stored electronically, by means of the Blockchain, constituting digital experiential passes, giving their holders access to exclusive content (audio, video, images, files, AR/VR experiences) and to various digital or physical benefits defined by each Brand;
• "Brand": means any natural or legal person having entered into a contract with RECALLby to create, issue and distribute KEYZz, in order to offer content and benefits to Clients;
• "Platform": means the RECALLby web platform from which Clients may access the Services available at the address: app.keyzz.com. The Platform notably comprises the entire set of IT components (notably the websites and IT developments and the pages, including programs in source and object code, the preparatory design work, the specifications, and preliminary studies, the user documentation relating to the use and operation of the Platform), the graphic charter (including the projects, mock-ups, prototypes and plans), the infrastructure as well as the content (notably the texts, sounds, still or animated images, videos and databases);
• "RECALLby": means the company RECALLby as defined in the preamble hereto;
• "Services": means all the functionalities made available by RECALLby via the Platform;
• "Wallet": means the decentralised identification space enabling the receipt, holding and use of KEYZz created by the Brands via the Platform, created and used in accordance with the T&Cs of Use.

Article 2. Purpose and enforceability

The purpose of the T&Cs of Sale is to define the conditions and terms under which RECALLby provides the sale of KEYZz to Clients.

The T&Cs of Sale are systematically brought to the attention of Clients to enable them to place an Order. They apply exclusively to all Orders on the Platform and prevail over any other conditions, with the exception of the particular conditions that have been expressly accepted by RECALLby. Consequently, any other conditions bind RECALLby only after written confirmation on its part.

RECALLby provides the technical supply of the KEYZz, which constitute identifiers giving access to the content or benefits determined by the Brands. The sale carried out via the Platform relates exclusively to the technical token as a digital medium; RECALLby is not the seller of the associated content, experiences or benefits, which fall within the sole responsibility of the issuing Brand.

Important: notice to Clients

ANY ORDER FROM THE PLATFORM IMPLIES THE EXPRESS, PRIOR, FULL AND ENTIRE ACCEPTANCE BY THE CLIENT OF THE GENERAL TERMS AND CONDITIONS. BY CHECKING THE BOX: "I have read and accept the terms and conditions of sale" WHEN PLACING AN ORDER, THE CLIENT ACKNOWLEDGES THAT THEY ARE BOUND BY ALL THE GENERAL TERMS AND CONDITIONS.

Article 3. Description of services

The Platform enables Clients to access exclusive content and experiences offered by the Brands by means of the KEYZz.

Once connected to the Platform, the Client benefits from centralised access enabling them to view, consult and use all the KEYZz they hold, regardless of the issuing Brand, within the RECALLby ecosystem.

The KEYZz constitute digital access passes granting the right to consult or to participate in content, experiences or specific benefits defined by each Brand, such as:

• access to videos, music, images, documents or other digital files, by streaming or download;
• participation in events, experiences or digital or physical privileges;
• the receipt of promotional benefits, invitations or exclusive products;
• or the possibility for the Brand to interact directly with the Clients, via a direct communication channel.

Each KEYZz thus corresponds to a particular access to content or benefits specific to the Brand that issued it. The associated content, privileges and conditions of use may vary from one Brand and one KEYZz to another and are subject to the specific terms determined by each of them.

Each KEYZz has a period of validity determined exclusively by that Brand. This period may be limited in time, conditional on a particular event, or tied to the availability of the associated content or benefits. The conditions of validity and use specific to each KEYZz are communicated to the Client at the time of obtaining or purchasing the KEYZz concerned.

The KEYZz offered on the Platform are divided into two categories:

• the free KEYZz, accessible without payment and which may be added to the Client's Wallet;
• the paid KEYZz, the acquisition of which requires the payment of the price indicated at the time of the Order, in accordance with these T&Cs of Sale.

The Platform acts solely as a technology intermediary between the Brands and the Clients. As such, it enables:

• the consultation and use of the KEYZz already held by the Client;
• secure access to the associated content and benefits;
• connection via a Wallet, managed by a third-party provider, ensuring the authentication of the Client and the attribution of their KEYZz.

RECALLby does not intervene in the creation, the selection, or the updating of the content or benefits linked to the KEYZz, which fall within the sole responsibility of the issuing Brands.

Access to the content or benefits associated with a KEYZz presupposes the possession of a valid Wallet and, where applicable, the prior acquisition of the KEYZz from the Brand concerned according to the conditions specific to it.

RECALLby is responsible only for making the KEYZz available and for their recording on the Blockchain. The Brand remains solely responsible for:

• the definition of the functionalities and categories of KEYZz;
• the description of the associated benefits and content;
• the maintenance, availability or removal of these elements.

No commitment of continuity, quality or availability of the content can be attributed to RECALLby, which acts exclusively as a technology provider.

Article 4. Ordering

4.1 Prerequisites for the Order

In order to be able to place an Order, Clients warrant:

• to be of legal age. Where the Client is under eighteen (18) years of age, access to the Platform and the use of a Wallet presuppose the prior authorisation of their legal representative, which must be obtained before any creation or connection of a Wallet to the Platform;
• to be legally capable and to be in full possession of their intellectual or cognitive faculties (and in particular not to be in a state of dependency, under guardianship and/or under curatorship…) and/or to have the powers necessary to bind the company they represent;
• to have a valid Wallet, created and used in accordance with the Terms and Conditions of Use, technically enabling the receipt of KEYZz;
• to be the holder of the means of payment used to make payment of the Order and that it gives access to sufficient funds to cover the amount of the Order; and
• not to be a competitor of RECALLby and/or not to register and use the Services for the purposes of competing with RECALLby fraudulently and/or in a way that harms the interests of RECALLby.

Where the Client is under eighteen (18) years of age, the use of the Platform and the creation of a Wallet require the prior authorisation of their legal representative. RECALLby reserves the right to request any reasonable proof enabling verification of this authorisation, in particular by the transmission of a written parental attestation accompanied by proof of identity of the legal representative. Failing transmission or in the event of serious doubt as to the authenticity of the authorisation, RECALLby may suspend or refuse access to the Platform and the Services. The minor Client and their legal representative warrant the accuracy of the information communicated and acknowledge being responsible for any use of the Wallet or the KEYZz carried out by the minor.

RECALLby may not be held liable in the event of an Order by persons not meeting the conditions provided for above.

4.2 Offers of KEYZz

The KEYZz offered by RECALLby are those appearing on the Platform on the day of the Order.

The KEYZz are valid as long as they are visible on the Platform, subject to the availability of the KEYZz at the time of receipt of the Order by RECALLby.

The KEYZz may belong to one of the two following categories:

• the "classic" KEYZz, giving access to the standard functionalities defined by the Brand;
• the "Gold" KEYZz, offering additional functionalities, content, benefits or access levels determined by the Brand.

When acquiring a KEYZz, the Client does not know the category that will be attributed to them because it depends on technical parameters determined in advance by the Brand, such as the distribution rules, the established quotas or any other internal functional logic defined beforehand. These parameters are objective, non-discretionary and identical for all Clients. They are not based on any random, chance, draw, game or random selection process within the meaning of the applicable regulations.

The attribution results exclusively from the automatic application of these technical parameters, pre-configured by the Brand in the Platform. RECALLby has no power of intervention, modification or discretionary assessment over this process.

The price applicable to the paid KEYZz remains fixed, regardless of the category resulting from these technical parameters.

The Brands provide RECALLby with the information necessary to ensure sufficient transparency on the criteria determining the attributed category.

The KEYZz available at the time of the Order are accompanied by the mention "Add to cart".

RECALLby reserves the right to modify the list of KEYZz offered for sale.

Moreover, since the KEYZz may be subject to change, RECALLby reserves the right to modify the specifications, characteristics and content of the KEYZz and in particular their price, for any reason whatsoever, or to withdraw KEYZz from its offers. These modifications and/or withdrawals may occur at any time without notice, including after the placing of the Client's Order, if these modifications result from the application of standards, texts or regulations of any kind applicable to the KEYZz, without the liability of RECALLby being incurred. In this case, the Client will be informed thereof by RECALLby.

RECALLby undertakes to present the essential characteristics of the KEYZz (on the information sheets available on the Platform) and the mandatory information that the Client must receive under the applicable law.

The Client undertakes to read this information carefully before placing an Order on the Platform.

The KEYZz comply with the European legislation in force and with the standards applicable in France.

4.3 Order process

RECALLby reserves the right to refuse the Orders of any Client in the event of:

• (i) unavailability of the KEYZz designated by the Client in their Order;
• (ii) the existence of a dispute between the Client and RECALLby regarding a previous Order and/or the payment of invoices from RECALLby;
• (iii) abusive or inappropriate behaviour (Order in an abnormal quantity, etc.); and/or
• (iv) non-compliance with the T&Cs of Sale by the Client.

In the event that RECALLby has refused an Order, an email would be sent to the Client informing them of the cancellation of their Order and that the amount of the Order will not be debited or that the Client will be reimbursed as soon as possible.

To place an Order, the Client selects the KEYZz they wish to purchase from the catalogue of KEYZz appearing on the Platform.

The Client selects the KEYZz and adds them to their basket (hereinafter referred to as the "Basket"). The Basket summarises the KEYZz chosen by the Client as well as the prices and related fees. The Client may access at any time the summary of their Order in the Basket. They are then informed of the total amount of their Order.

The Client is not subject to any minimum purchase per Order.

The Client has the possibility to modify their Order and to correct any errors in the list of KEYZz and their number before proceeding to the validation of the Basket and the acceptance of their Order.

After accessing the Basket, the Client confirms the acceptance of their Order and the acceptance of the T&Cs of Sale by clicking on the validation button.

The Client must then proceed to the payment of their Order according to the terms set out in Article 5 hereof. Payment constitutes acceptance of the Order.

After payment of the Order, RECALLby sends the Client an Order confirmation by email, summarising the elements of their Order. This confirmation entails the conclusion of the contract between the Client and RECALLby and binds them irrevocably.

4.4 Right of withdrawal

Under Articles L.221-18 et seq. of the Consumer Code, the consumer Client has in principle a right of withdrawal for contracts concluded at a distance.

However, in accordance with Article L.221-28, 13° of the Consumer Code, the right of withdrawal cannot be exercised for digital content supplied on an intangible medium when its performance has begun after the consumer's prior express agreement and express waiver of their right of withdrawal.

The KEYZz, which constitute tokens recorded irreversibly on a Blockchain and enabling access to digital content or experiences, fall within this category.

Thus, the Client acknowledges and accepts that:

• 1. the KEYZz is supplied immediately after the validation of the Order, its recording on the Blockchain being irreversible;
• 2. the performance of the contract begins as soon as the transaction is technically validated;
• 3. they expressly waive their right of withdrawal at the time of purchase, in accordance with the applicable legal provisions.

Consequently, no withdrawal, cancellation or request for reimbursement may be accepted after the validation of the Order, except for a failure attributable to RECALLby preventing the supply of the KEYZz in accordance with the Order.

This regime also applies in the event of transfer, exchange or resale of the KEYZz, the Blockchain recording being final and not able to be the subject of a "return" or a restitution.

Article 5. Prices and payment terms

The provisions of this article apply exclusively to the acquisition of the paid KEYZz. The free KEYZz give rise to no payment and are therefore not concerned by the terms described below.

5.1 Prices

The prices of the KEYZz are expressed in euros (€) with mention of the VAT rate applicable on the day of the Order. Any change in the applicable rate may be passed on to the prices after the date of entry into force of the new applicable rate. Where applicable, RECALLby will inform the Clients thereof.

The applicable prices are those in force at the time of the Order by the Clients.

The price of the KEYZz indicated is non-negotiable by the Client.

RECALLby reserves the right to modify the prices of the KEYZz at any time. Where applicable, the KEYZz will be invoiced to the Clients at the price in force on the day of the Order.

5.2 Means of payment

Payment is made exclusively on the Platform.

Orders are payable by debit card or credit card (carte bleue, Visa card, Mastercard, American Express) or via Apple Pay.

Confidential data such as the sixteen (16) digit bank card number as well as the expiry date, the CVV code are transmitted directly encrypted to the server of the payment provider and RECALLby has no access to this data.

RECALLby will take all necessary measures to guarantee the security and confidentiality of the data transmitted in connection with online payment on the Platform. In this respect, it is specified that all the information relating to payment provided by the Client on the Platform is transmitted to RECALLby's payment provider and is not processed on the Platform.

The Client undertakes to be the authorised holder of any means of payment that they use for the payment of Orders and that this means of payment gives access to sufficient funds to cover the amount of the Order.

In the event of refusal of the transaction, the Client's Order will be automatically cancelled and the sale automatically terminated.

RECALLby may not be held liable in the event of fraudulent use of the means of payment used.

5.3 Invoices

The Client has the possibility to request the issuance of an invoice corresponding to their Order from RECALLby's customer service by email at the following address: contact@recallby.com

Invoices are made out in the name of the Client and sent by email to the address provided when creating the Client's Wallet.

Article 6. Supply of the KEYZz

The KEYZz are intangible digital tokens recorded on a Blockchain. They are not the subject of any physical delivery.

Upon validation of the Order and confirmation of payment, the KEYZz is transferred to the Wallet indicated by the Client. The operation is considered to be executed as soon as the transaction is recorded on the Blockchain concerned.

The Client acknowledges that:

• the supply of the KEYZz is carried out immediately;
• the recording on the Blockchain is irreversible; and
• the proper functioning of the supply depends exclusively on the Blockchain network and the third-party providers used by the Client.

The supply is deemed to be carried out when the transaction has been recorded on the Blockchain and the Wallet address provided by the Client has technically accepted the receipt of the token. RECALLby is not, however, in a position to guarantee effective access to the Wallet, this access falling exclusively within the responsibility of the Client.

RECALLby has no control over the speed of confirmation of the transaction, which depends on the Blockchain network used. As such, the time periods indicated at the time of the Order are purely indicative.

The Client remains solely responsible for:

• the accuracy of their Wallet address;
• the access to, the preservation and the security of their private keys;
• any input error rendering the KEYZz inaccessible or sent to an incorrect address.

No restitution, replacement or re-shipment is possible in the event of a Wallet error, loss of access to the Wallet or inaccessibility linked to the technological choices of the Client.

In the event of a failure attributable to RECALLby preventing the supply of the KEYZz in accordance with the Order (for example, technical failure of the mint process or internal error), RECALLby will proceed, at the Client's choice:

• either to the supply of an equivalent KEYZz;
• or to the reimbursement of the price paid.

The reimbursement will be made within a maximum period of fourteen (14) days from the confirmation of the impossibility of supplying the KEYZz.

However, the Client must ensure that the information transmitted at the time of the Order is accurate. RECALLby may not be held liable for a failure of supply due to erroneous information provided by the Client.

Article 7. Obligations and liability of Clients

7.1 General undertakings of Clients

In general terms, Clients undertake to comply with all the T&Cs of Sale as well as the applicable laws and regulations and to use the Platform in a manner compliant with the T&Cs of Use.

Clients undertake to use the Platform only for their own use, in accordance with these T&Cs of Sale. In this respect, Clients undertake to refrain from:

• publishing, uploading, posting, submitting or transmitting any content that: (i) infringes, misappropriates or violates any right of a third party, including, without limitation, any patent, copyright, trademark, trade secret, moral right or other intellectual property right, or right of publicity or privacy; (ii) violates or encourages any action that would violate any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) encourages discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or encourages violence or threatening actions against any person or entity; or (vii) encourages illegal or harmful activities or substances;
• using the Platform and/or the Services in an unlawful manner, for unlawful purposes or in a manner incompatible with these T&Cs of Sale;
• selling, copying, reproducing, renting, lending, distributing, transferring or sub-licensing any content of the Platform;
• decompiling, reverse engineering, disassembling, modifying, displaying in a form readable by the Client, attempting to discover any source code or using any software enabling or comprising all or part of the Platform;
• attempting to obtain unauthorised access to the IT system of the Platform or engaging in any activity that disrupts, degrades the quality of or interferes with its performance or impairs its functionality;
• infringing the intellectual property rights of RECALLby; and
• denigrating the Platform and/or the Services as well as RECALLby on social networks and any other means of communication.

Clients also undertake to:

• comply with their financial obligations; and
• not develop an activity competing with that of RECALLby.

7.2 Liability of Clients

Clients are solely responsible for the choice to use the Platform and the Services and for their suitability to their needs, for the securing of their IT system and for the back-up of their data.

In addition, they are personally responsible for the use of the Platform and the Services as well as for the information entered, in particular in connection with the use of the Platform and the Services.

Clients warrant and indemnify RECALLby against any damage suffered by it and against any liability action that would be brought against it on the basis of the violation of the T&Cs of Sale and/or of any right whatsoever of a third party. In the case of characterised fraud, RECALLby authorises itself to communicate all the information necessary to the competent bodies responsible for the suppression of the said frauds and offences.

In the event of non-compliance with the obligations arising in particular from the acceptance of the T&Cs of Sale, of payment incidents, of the delivery of erroneous information or of acts likely to harm the interests of RECALLby, the latter reserves the right to suspend without notice access to the Platform, without damages being able to be claimed, and to take all measures including any civil and criminal legal action against the Client, without prejudice to the other rights and actions to which the latter would be entitled to claim in the event that the Client uses the Platform and/or the Services in an inappropriate manner.

Article 8. Obligations and liability of RECALLby

8.1 Liability

RECALLby's intervention is strictly limited to making the Platform available and to the supply of the digital token (KEYZz) as a technical access medium. RECALLby remains responsible, vis-à-vis consumer Clients, for the proper performance of this single service and for the legal guarantees applicable thereto.

RECALLby may not be held liable for indirect damage, such as loss of profit, of reputation or of data, to the extent permitted by law. Nor may it be held liable for the consequences resulting from: (i) the use or the impossibility of using the Platform when it results from a cause external to RECALLby; (ii) functional modifications or technical developments of the Platform not affecting the supply of the KEYZz; (iii) the removal, modification or unavailability of the content supplied exclusively by the Brands.

The sale carried out by RECALLby relates exclusively to the digital token (KEYZz) as a technical access medium. The associated content, benefits and experiences, defined and supplied by the Brands, do not constitute an element sold by RECALLby.

The content associated with the KEYZz (audio, video, visual, textual, interactive or immersive) is created, supplied and controlled exclusively by the Brands or their rights holders. RECALLby exercises no editorial, artistic, legal or technical control over this content and guarantees neither its nature, nor its lawfulness, nor its conformity with the rights of third parties. The Brand is solely responsible for all the content made accessible via the KEYZz, in particular with regard to copyright, related rights, image rights, the protection of personal data and, more generally, any applicable regulation. RECALLby may in no case be held liable for unlawful, infringing content or content infringing the rights of a third party.

Access to the content associated with the KEYZz depends entirely on the decisions and the availability of the Brands concerned. RECALLby guarantees neither the continuity, nor the maintenance, nor the duration of the availability of the content, which may be modified, replaced or withdrawn by the Brands or their providers. The liability of RECALLby may not be incurred in the event of removal, alteration or total or partial unavailability of the content supplied by the Brand.

Any request, claim or action relating to the content or benefits linked to a KEYZz must be addressed directly to the issuing Brand, RECALLby being responsible only for the technical functioning of the KEYZz and of the Platform.

RECALLby may not be held liable for any prejudice suffered by Clients in connection with an abnormal use of the Platform and/or the Services, and in particular in the event of violation of the T&Cs of Sale and/or the T&Cs of Use and/or the inaccuracy of the information provided by the Clients.

RECALLby may not guarantee the absence of flaws or attacks affecting external infrastructures (Internet networks, third-party providers, Blockchains).

The KEYZz and the operations associated with them rely entirely on the Blockchain networks concerned. RECALLby has no control over the functioning of these networks, nor over the validation, the speed, the success or the irreversibility of the transactions. RECALLby has no access to the private keys of the Clients and cannot intervene in, correct, cancel or replay a transaction carried out via a Wallet. The execution of the operations depends exclusively on the Blockchain network and the third-party providers used by the Client. Consequently, RECALLby may not be held liable for a delay, a failure, an error, an additional cost, an unavailability of the network or any failure linked directly or indirectly to the functioning of a Blockchain.

These stipulations neither exclude nor limit the liability of RECALLby where the law prohibits such a limitation, in particular in matters of the legal guarantee of conformity or in the event of gross or wilful misconduct.

8.2 Legal guarantee of conformity

RECALLby remains bound, when it contracts with a consumer Client, by the legal guarantee of conformity provided for in Articles L.217-3 et seq. of the Consumer Code.

This guarantee relates exclusively to the technical supply of the digital token (KEYZz) as an access medium. It covers the defects affecting the creation, the recording or the making available of the KEYZz on the Blockchain when they are attributable to RECALLby. It does not extend to the content, functionalities, benefits or experiences defined and supplied by the Brands, which do not fall within the contractual service of RECALLby.

In the event of a lack of conformity affecting the supply of the KEYZz alone, the Client may request the bringing into conformity or, where the legal conditions are met, the reimbursement of the price paid.

The Client is informed that, since the recording of a transaction on the Blockchain is irreversible, any correction or technical intervention must be assessed with regard to the effective possibilities offered by the technology concerned.

Article 9. Intellectual property

9.1 Rights of RECALLby

The Platform and certain elements (notably editorial elements, illustrations, studies, and videos) appearing in the Platform are protected by the laws relating to intellectual property, and in particular copyright, and are the exclusive property of RECALLby.

Likewise, the trademarks, logos, graphics and animations, produced by RECALLby and available on the Platform are the exclusive intellectual property of RECALLby.

It is agreed that no provision of these T&Cs of Sale may entail any assignment whatsoever of the intellectual property rights of RECALLby for the benefit of the Client, as regards the intellectual property elements that may be implemented in the Platform.

Clients therefore undertake in particular not to infringe directly or indirectly the intellectual property rights of RECALLby on the Platform.

In addition, Clients refrain from any reproduction or exploitation of the studies, videos, trademarks, logos or, generally, of any content of the Platform without the express, written and prior authorisation of RECALLby.

Clients undertake, when using the Platform, not to violate the property rights and/or the personal rights of third parties (including intellectual property rights).

RECALLby grants Clients, on a strictly personal basis and within the framework of the purpose of the T&Cs of Sale, the non-exclusive and non-assignable right, free of charge, to use the Platform and/or the Services and any associated software, it being specified that they are prohibited – directly or indirectly – from copying, modifying, creating a derivative work, reverse engineering the design or assembly or in any other manner attempting to obtain the source code (except in the cases provided for by law), selling, assigning, sub-licensing or transferring in any manner whatsoever any right relating to the Platform or the Services or associated software.

Clients undertake not to modify in any manner the Platform and/or the Services or the software relating thereto and/or not to use modified versions thereof and in particular (without this enumeration being limitative) with a view to obtaining unauthorised access to the Platform and/or the Services.

Clients are informed of and acknowledge that the Platform and/or 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 undertake not to modify, rent, borrow, sell, distribute this content or create derivative works incorporating all or part of this content, unless they have first received the express authorisation of RECALLby.

The Platform and/or the Services contain texts, images, which are the exclusive property of RECALLby (hereinafter the "Intellectual Property Elements"). The Intellectual Property Elements are made available to the Client, free of charge, for the sole use of the Platform and/or the Services and within the framework of a normal use of their functionalities.

This authorisation to use the Intellectual Property Elements is granted on a personal, non-exclusive and non-assignable basis. RECALLby may revoke at any time this authorisation to use the Intellectual Property Elements.

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

In the event of non-compliant or abusive use of the Intellectual Property Elements, RECALLby reserves any legal remedy to put an end to the infringement of its intellectual property rights.

9.2 Rights of the Brands

The content accessible via the KEYZz, notably the audio, video, visual, textual, interactive or immersive elements (including, where applicable, augmented or virtual reality experiences), remains the exclusive property of the Brands that created it or of their rights holders (authors, performers, producers, photographers, etc.).

The acquisition or holding of a KEYZz entails no assignment of intellectual property rights to the Client over this content.

The holding of a KEYZz confers on the Client only a personal right of access to and consultation of the associated content, on a non-exclusive basis and limited to a strictly private use compliant with these T&Cs of Sale. This right is attached to the KEYZz itself: it is not assignable or transferable in isolation, but it transmits automatically to the acquirer when the KEYZz is resold, exchanged or transferred on a secondary market, the Client then losing all right of access to the content in question.

Any reproduction, representation, modification, distribution, public broadcast or commercial exploitation of the content accessible via the KEYZz is strictly prohibited, except with the prior written authorisation of the Brand or its rights holders.

Since certain content may include representations of identifiable persons or elements likely to constitute personal data, the Brands undertake to respect the image rights of the persons concerned as well as the rules arising from the General Data Protection Regulation (GDPR).

RECALLby, acting as a technical provider, holds no right over this content and may not be held liable for its nature, its lawfulness or compliance with the rights of third parties, these obligations falling exclusively within the responsibility of the Brands.

Article 10. Personal data

In accordance with amended Law No. 78-17 of 6 January 1978 relating to information technology, files and freedoms, known as the "Data Protection Act", and with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (hereinafter the "GDPR"), Clients are informed that RECALLby carries out automated processing of their personal data for the purposes of the use of the Services, of the processing and management of commercial relations and of Orders.

This data may be transmitted to the subsidiaries and/or to the companies controlled by RECALLby as well as to its subcontractors who contribute to these relations for their management, execution, processing and payment.

Each Client has the rights of access, modification, rectification, restriction, portability and erasure of the data concerning them, as well as a right of objection.

To this effect, it is appropriate to write:

• either by post to the following address: RECALLby, 7 rue de Saussure 75017 Paris;
• or by email to the following address: contact@recallby.com

For further details, Clients are invited to consult the "Privacy policy" link available on the Platform.

The said policy forms an integral part of the T&Cs of Sale. Acceptance of the T&Cs of Sale entails acceptance of the attached privacy policy.

Article 11. Force majeure

The liability of RECALLby may not be invoked if the non-performance or the delay in the performance of one of its obligations described in these T&Cs of Sale arises from an event of force majeure.

There is force majeure in contractual matters when an event beyond the control of the debtor, which could not reasonably be foreseen at the conclusion of the T&Cs of Sale and whose effects cannot be avoided by appropriate measures, prevents the performance of the debtor's obligation.

The Parties acknowledge that the following events in particular fall within the category of events likely to constitute an event of force majeure, provided that they meet the legal criteria recalled above:

• a failure, a lasting congestion or a major malfunction of one or more Blockchains underlying the Services (including, where applicable, a hard fork, a soft fork, a so-called 51% attack, a consensus incident or a critical bug affecting the smart contracts used);
• a prolonged unavailability or a serious failure of an infrastructure provider essential to the supply of the Services (in particular a node provider, an RPC services provider, a hosting provider or a cloud services provider);
• any decision of an administrative or regulatory authority, of a court or of an infrastructure operator imposing a suspension or a substantial modification of the functioning of the Blockchains or of the services relating thereto.

The party that invokes force majeure must do everything possible to reduce as far as possible the harmful effects resulting from this situation. In this respect, RECALLby may in particular cancel the Order and/or modify the Services.

If the impediment is temporary, the performance of the obligation is suspended unless the resulting delay justifies the termination of the T&Cs of Sale. If the impediment is final, the contract is terminated by operation of law and the parties are released from their obligations under the conditions provided for in Articles 1351 and 1351-1 of the Civil Code.

In the event of the occurrence of one of the aforementioned events, RECALLby will endeavour to inform the Client as soon as possible.

Article 12. Miscellaneous

12.1 Modification

RECALLby reserves the right to modify, at any time, these T&Cs of Sale, in order in particular to take into account any legal, jurisprudential, editorial, functional and/or technical development.

The version of the T&Cs of Sale that prevails is the one accessible online on the day of the placing of the Order.

Any Order by the Client after publication of the modified T&Cs of Sale constitutes acceptance by the latter of the new T&Cs of Sale.

In the event that RECALLby wishes to make major modifications to the T&Cs of Sale, in particular relating to the Services and/or the KEYZz, it undertakes to keep the Client informed by email before any modification with a minimum notice of 30 days before their entry into force.

12.2 Partial invalidity

In general, if one or more of the clauses or stipulations of the T&Cs of Sale were held to be invalid or declared null or unenforceable by law, a regulation or following a final decision of a competent court, the other stipulations will retain all their force and scope.

12.3 Language

The language applicable to the T&Cs of Sale is French. If a translation thereof is made, only their French-language version will have contractual value.

12.4 Evidence

The files, data and messages recorded in the IT systems of RECALLby will be admitted as evidence of the acts and facts occurring between RECALLby and the Clients.

The preservation of the records will be presumed, unless proven otherwise, to have taken place under reasonable conditions of security if the messages, data and other documents are recorded systematically on a reliable and durable medium.

12.5 Waiver

Any failure to exercise or any delay in the exercise of a right or a prerogative by a party may not be considered as the waiver of the right to subsequently avail itself of that right or prerogative for the benefit of the other party.

In the same way, the exercise of a single right or the partial exercise of a right or a prerogative does not exclude the subsequent exercise of another right or prerogative provided for in these T&Cs of Sale.

No waiver may produce effect unless it is stipulated in writing, signed by a duly authorised representative of each of the parties.

Article 13. Applicable law – Disputes

These T&Cs of Sale are subject to French law. In the event of a dispute, only the French courts will have jurisdiction (seuls les tribunaux français seront compétents).

For any difficulty and/or question concerning the Platform and/or the Services, Clients are invited to contact customer service in order to attempt to find an amicable solution by email at the following address: contact@recallby.com.

In accordance with the provisions of Article L.211-3 and Article L.612-1 of the Consumer Code, the Client is informed that any dispute that may arise between RECALLby and them concerning the validity, the interpretation, the performance or the non-performance, the interruption or the termination of the rights and obligations of these T&Cs of Sale may, after prior written approach by the Client to RECALLby whose settlement has not been successful, be submitted to consumer mediation.

The Client and RECALLby nevertheless remain free to accept or to refuse recourse to consumer mediation. Furthermore, the solution possibly proposed by the consumer mediator will not be binding on the Client and RECALLby, who may decline it.

These terms and conditions of sale enter into force as from 30/04/2026.