TERMS AND CONDITIONS OF SALE – GREENBULL CLUB

ARTICLE 3 – CONDITIONS OF USE OF THE SERVICES

Members undertake not to make unlawful use of the Services offered by the Provider or to use them in a manner contrary to public order.

The Member undertakes in particular to preserve the reputation, image and confidentiality of the Club, the Provider and the other Members. Any disclosure to non-Member third parties, on any medium whatsoever, including social networks, of the content of the exchanges, opportunities or information shared within the Club, as well as the identity of other Members, is prohibited, unless prior authorisation from the Provider.

It is furthermore recalled that investing carries risks of capital loss. The Provider does not provide investment advice or financial advice.

The opportunities presented, the opinions expressed, the experiences shared and the information exchanged within the Club community or during events are strictly personal and informational in nature. They may not constitute a personalised recommendation or engage the Provider’s liability. Members remain solely responsible for their investment decisions and transactions, whether made or future.

Any comment on current events or on the price of financial assets may be subject to inaccuracies. It is therefore advised in this respect to make thorough enquiries before investing in a financial asset. Consequently, the Member is advised to carry out their own checks and to obtain the advice of independent professional advisers of their choice prior to any investment decision.

By their purchase and their acceptance of these T&Cs, the Member declares that they are fully aware that the Services offered by the Provider relate to information and the sharing of experience and do not in any way constitute investment, placement or wealth management advice. Consequently, the Member declares that they are fully responsible for their actions and their financial management as well as for the use they may make of the information and experiences shared within the framework of the Services provided by the Provider.

Furthermore, the Provider is neither a training centre nor a training organisation and may not be regarded as such. It awards no diploma or any other State-recognised qualification. It carries out no training activity and provides no expertise in any of the fields covered, and consequently may in no case provide personalised advice to its Members.

The Provider recalls that all the Services and content made available on the Website, on the community application or in the context of events, have only informational value intended for Members alone. This content is not necessarily updated with the latest developments applicable to the fields concerned and is liable to change without notice.

ARTICLE 4 – PRICE

The Membership and, where applicable, the associated Services are provided at the rates in force shown on the Website or communicated to the candidate by the Provider at the time of subscription. Prices are expressed in euros and are inclusive of all taxes. Value added tax or any equivalent tax applicable according to the Member’s country of residence is, where applicable, included in the final price indicated to the Member before payment.

It is recalled that the Membership price does not include the costs of participation in the Club’s private events (travel, venue, catering, accommodation, activities and any other related costs), which are subject to separate invoicing and remain the sole responsibility of the Member, in accordance with Articles 2 and 6 hereof.

The Provider reserves the right to modify its rates at any time, by publishing them online. However, the Membership and the Services subscribed to are invoiced at the rate indicated and accepted by the Member at the time of subscription; any change in rates is enforceable against the Member only upon renewal of their Membership, under the conditions of Article 10.

An invoice is issued by the Provider and sent to the Member by email upon implementation of the Membership.

Any change in the rate of applicable taxes may be passed on to the price of the Services for subscriptions or renewals subsequent to that change.

ARTICLE 5 – SUBMISSION OF APPLICATION AND SUBSCRIPTION OF THE MEMBERSHIP

Access to the Club is not open to direct online subscription. Membership is subject to the prior submission of an application, its review by the Provider and its express acceptance, according to the following terms:

5.1 Submission of the application

The candidate for Membership submits their application by clicking on the “Apply” button. They complete the dedicated form accessible from the Website by providing the following information: surname, first name, email address, country of residence, professional activity, order of magnitude of assets and/or income, any referral by a Member, investment experience, as well as their motivation to join the Club.

The Candidate warrants the accuracy, sincerity and completeness of the information provided. Any inaccurate, incomplete or fraudulent declaration may result in the rejection of the application or, if the Membership has been subscribed, its immediate termination under the conditions provided for in Article 10 hereof.

5.2 Review of the application

Each application is reviewed individually by the Provider. On this occasion, the Provider may request any additional information, arrange one or more interviews and carry out the checks it deems useful.

Admission is at the Provider’s sole discretion, which remains free to accept or refuse an application on the basis of criteria relating in particular to the profile, experience, interests of the candidate and the balance of the community. This assessment is exercised in compliance with applicable legal provisions and may not be based on a discriminatory ground prohibited by law.

The submission of an application confers on the candidate no right to Membership, and the Provider is not required to give reasons for a refusal decision. Such a decision gives rise to no compensation.

5.3 Acceptance of the application and subscription

In the event of acceptance of the application, the Provider sends the candidate, by email or by any other channel agreed between the parties (in particular WhatsApp), an invitation to formalise their Membership, accompanied by a secure payment link.

It is expressly specified that payment of the Membership cannot be made directly from the Platform. It is carried out exclusively by means of the secure payment link sent by the Provider to the selected Candidate, according to the terms agreed between the parties.

The Candidate is invited to validate their subscription by:

(i) accepting these T&Cs, the Terms of Use and the Privacy Policy by ticking the boxes provided for that purpose;

(ii) making full payment of the Membership price via the secure payment link communicated.

The Membership is deemed concluded only after actual collection of the full price. It is for the Candidate to verify the accuracy of the details of their subscription and to immediately report any error or anomaly to the Provider.

5.4 Formation of the contract

The subscription of the Membership, evidenced by acceptance of these T&Cs and payment of the full price, constitutes the formation of a contract concluded at a distance between the Member and the Provider.

5.5 Provider’s reservations

The Provider reserves the right to modify the Services and advantages included in the Membership, in particular to take account of developments in the Website, the community application, its ecosystem, its partners or its activities, by making available new functionalities or by modifying or removing existing functionalities or advantages. In the event of a substantial and unfavourable modification of the essential Services or advantages during the Membership, the Member may terminate their Membership and obtain a refund pro rata to the unexpired period.

The Provider further reserves the right to refuse, suspend or not validate the subscription of a Candidate or a Member for any legitimate reason, including, without limitation: non-compliance with these T&Cs, the provision of inaccurate or incomplete information, a payment default or incident, conduct contrary to the spirit of the Club, or any reason relating to the preservation of the image, reputation or interests of the Club, the Provider or its Members. The Candidate or Member will be informed thereof as soon as possible.

ARTICLE 6 – PAYMENT TERMS

Membership of Greenbull Club constitutes an order with an obligation to pay, which means that validation of the subscription entails full payment of the price by the Member.

The Membership price is set at five thousand euros (EUR 5,000) per year, payable annually in a single instalment, without the possibility of instalment payments.

The spouse of a Member may subscribe to a Membership under the spouse formula, at a price of two thousand five hundred euros (EUR 2,500) per year, corresponding to fifty percent (50%) of the Membership price. The benefit of this formula is subject to the existence and maintenance of a full and effective Membership of the main Member; it ends by operation of law in the event of cessation of the latter, whatever the cause.

In the absence of termination of the Membership by the Member and subject to Article 10, the amount will be automatically debited each year on the anniversary date of the subscription.

Payment must be made at the time of validation of the subscription, via the secure payment link sent by the Provider to the selected Candidate in accordance with Article 5. The Member may pay by bank card or by any other payment method offered. Payment is made in euros and is considered final only after actual collection of the sums due by the Provider.

Payment is made securely online via a payment provider. The information transmitted is encrypted and cannot be read during its transport over the network. Responsibility for the security of the system lies exclusively with the payment provider. The Provider nevertheless makes available to Members, on simple request, the list and contact details of these providers.

In the event of refusal of payment authorisation, non-payment, payment dispute (chargeback) or non-compliance with the payment conditions, the Provider reserves the right to suspend or cancel the provision of the Membership until full payment of the price, for all Members, whether professional or non-professional.

The Member expressly accepts that the costs of participation in the Club’s private events as described in Article 2 hereof are subject to separate invoicing and are not included in the Membership price.

ARTICLE 7 – PROOF OF THE TRANSACTION

The communications, applications, subscriptions, orders and payments made between the Member and the Provider may be proven by means of the computerised records kept in the Provider’s computer systems under reasonable security conditions. Application forms, subscription confirmations, purchase orders, invoices and dematerialised exchanges (including those made by email or instant messaging, in particular WhatsApp) are archived on a reliable and durable medium and are considered, as such, as a means of proof between the parties.

ARTICLE 8 – IMPLEMENTATION OF THE MEMBERSHIP

The effective implementation of the Membership and the opening of the Services to the Member are carried out according to the following terms:

• By sending a confirmation email to the Member, addressed to the email address provided upon submission of their application. It is for the Member to ensure the accuracy of the contact details provided and their updating; the Provider may not be held liable for any failure to receive attributable to an erroneous, obsolete or unchecked email address or to an email filtering device;
• The effective opening of the Services occurs only after receipt and actual collection of full payment of the Membership into the Provider’s bank account;
• After confirmation of payment, the Member benefits from access to the Services included in their Membership, under the conditions defined in Article 2 hereof;
• Access to the Club’s private events remains subject to the individual registration of the Member for each event and to payment of the related costs, in accordance with Articles 2 and 6 hereof.

ARTICLE 9 – RIGHT OF WITHDRAWAL

The Member who is a consumer has a period of fourteen (14) calendar days from the conclusion of the distance contract (date of purchase) to withdraw, without having to give reasons for their decision or bear any costs, by sending an email to contact@greenbull.club or by means of the standard withdrawal form annexed hereto.

In the event of exercise of the right of withdrawal within this period, the Provider refunds the Member the full amount of the sums paid, including where the Member has already accessed the Services or made use of them during the withdrawal period, without any amount being retained or deducted on this basis.

The refund is made no later than fourteen (14) days from the date on which the Provider is informed of the withdrawal decision, by the same means of payment as that used for the subscription, unless otherwise agreed by the Member.

ARTICLE 10 – DURATION, RENEWAL AND TERMINATION

10.1 Duration and renewal

At the end of the initial period, the Membership is tacitly renewed for successive periods of twelve (12) months, unless the Member objects.

The Provider informs the Member, in writing on a durable medium, within a period of between three (3) months and one (1) month before the end of the current period, of the expiry date of their Membership and of the deadline by which they may object to the renewal.

The Member may object to the renewal until this deadline, by email to contact@greenbull.club or by ordinary post. Duly notified objection ends the Membership at the end of the current twelve (12) month period, without any refund being due in respect of the elapsed period.

In the absence of information provided by the Provider under the above conditions, the Member may terminate the Membership free of charge at any time from the renewal, with the sums paid after the renewal date then being refunded on a pro rata basis.

A Member who has subscribed by electronic means may terminate their Membership online, by means of the functionality provided for that purpose and accessible from the Platform.

These provisions apply to any Member who is a consumer, without prejudice to more favourable mandatory provisions applicable in their country of residence. A Member who is a consumer residing in France additionally benefits from Articles L.215-1 and L.215-1-1 of the French Consumer Code.

10.2 Early termination

The Membership is subscribed for a firm term of twelve (12) months. Consequently, subject to the right of withdrawal provided for in Article 9 hereof, early termination at the initiative of the Member during the period gives rise to no refund, even partial.

By way of exception, the Member may request the early termination of their Membership in the event of a legitimate and serious reason durably affecting their personal or professional situation, in particular in the event of force majeure. This request, accompanied by the relevant supporting documents, is assessed in good faith by the Provider. The Provider may refuse the request if it considers that the reason invoked is not sufficiently serious or is not duly justified. If the request is accepted, the Provider refunds the Member the Membership price on a pro rata basis for the unexpired period.

10.3 Suspension, withdrawal of Membership status

During the Membership, the Provider may suspend access to the Services, withdraw Membership status and terminate the Membership in the following cases:

(i) wrongful conduct of the Member or breach of their obligations hereunder, in particular: words or acts of violence, harassment, threat or intimidation; discriminatory, insulting or defamatory remarks; dissemination of unlawful content; serious breach of the obligation of confidentiality or loyalty; conduct that materially harms the image, reputation, security or interests of the Club, the Provider, its partners or the other Members;

(ii) payment default, non-payment, rejection of direct debit or payment dispute, under the conditions provided for in Article 6 hereof;

(iii) inaccurate, incomplete or fraudulent declaration provided during the application or during the Membership, under the conditions provided for in Article 5 hereof.

Except in cases of emergency or serious misconduct making it impossible to maintain the relationship, any measure of suspension, withdrawal or termination is preceded by a formal notice sent to the Member by email, inviting them to cease the breach or to remedy their situation, and to submit their observations, within a reasonable period which may not be less than fifteen (15) days. Failing remedy or satisfactory explanation upon expiry of this period, the Provider may impose the measure.

In the event of withdrawal of Membership status or termination imposed for fault at the end of this procedure, the Provider refunds the Member the Membership price on a pro rata basis for the unexpired period from the effective date of the measure. This refund is not due in the event of serious or wilful misconduct of the Member. No refund is in any event due in respect of events or services already provided or committed, which are subject to separate invoicing.

10.4 Member’s remedies

These provisions do not prevent the Member from contesting the measure imposed on them and, where applicable, from obtaining compensation if they establish that it was taken in an abusive or unfounded manner.

10.5 Effects of termination

Termination or withdrawal of Membership status, whatever the cause, entails by operation of law the immediate cessation of all the Services and advantages attached to the Membership.

The cessation of the Membership has no effect on the ongoing investment transactions to which the Member may have subscribed previously, which remain governed by the contractual documentation specific to each transaction.

ARTICLE 11 – INTELLECTUAL PROPERTY RIGHTS

All content made available through the various Services offered by the Provider (the “Content”), without this list being exhaustive —

1. all texts, graphics, trademarks, logos, domain names, images, photographs, drawings, paintings, interfaces, files, infographics, digital downloads, videos, data and any other distinctive sign belonging to it;
2. all works involving in any form whatsoever a creative activity;
3. and all literary, audiovisual, graphic, photographic, computer and sound works —

is protected by international intellectual property law, copyright law and database protection law. The Provider therefore enjoys an exclusive incorporeal property right, enforceable against all, over all the Content of which it is the author.

The copyright arising from this Content, and in particular the right of reproduction, remains vested in the Provider and is in no case transferred to Members. Thus, only its use for private purposes is authorised. Any other use, and in particular any full or partial reproduction without the prior consent of the Provider, is prohibited and punishable in accordance with applicable law. The same applies to translation, adaptation or transformation, arrangement or reproduction by any art or process whatsoever.

The following are considered acts of infringement of copyright, as defined and regulated by law (this list not being limitative):

• Any publishing or copying, for consideration or free of charge, of the Provider’s Content without its consent;
• Any reproduction, performance, or distribution, by any means whatsoever, of a work of the mind;
• Any fixation, communication, or making available to the public, for consideration or free of charge, or any broadcasting of Content carried out without the Provider’s prior authorisation;
• Any hyperlink directing to the Site without the Provider’s prior authorisation.

In the event of infringement, the Provider will assert its copyright before the competent court.

ARTICLE 12 – IMAGE RIGHTS

In the context of the Club’s events and life, the Provider may capture the image, voice and name of Members (photographs, videos, sound recordings).

The Member authorises the Provider to fix, reproduce, represent, adapt and distribute their name, voice and image solely for the purposes of communication and promotion of the Club and the Greenbull ecosystem.

This authorisation is granted free of charge, for a period of five (5) years from the capture, renewable, and worldwide, on the following media:

• The Club’s websites and application;
• The Club’s accounts and pages on social networks;
• The Provider’s internal and external communication media (newsletters, presentations, press releases, event media);
• Any audiovisual or multimedia medium promoting the Club.

This authorisation is valid only insofar as the use of the Member’s image and voice does not harm their dignity, reputation or privacy. Any use for purposes other than the communication and promotion of the Club will be subject to the specific prior agreement of the Member.

The Member may withdraw their consent at any time by writing to contact@greenbull.club. The Provider will then cease any further dissemination of their image, voice and name, it being specified that media already disseminated or printed prior to the withdrawal may not be subject to retroactive withdrawal.

ARTICLE 13 – FORCE MAJEURE

The Provider’s liability may not be incurred if the non-performance or delay in the performance of one of its obligations described in these T&Cs results from a case of force majeure within the meaning of the Civil Code of the United Arab Emirates and applicable case law. In this respect, force majeure means any exceptional event or circumstance beyond the control of a party, which could not reasonably have been foreseen at the conclusion of the contract, the effects of which could not be avoided by appropriate measures and where there is a causal link between that event and the non-performance of the obligation by the debtor.

In this sense, force majeure designates an event beyond the reasonable control of the Provider, including in particular an insurrection or civil disorder, war or military operations, national or local emergencies, social unrest, pandemic, epidemic, blocking of means of transport or supplies, earthquake, fire, storm, lightning, explosion, flood, water damage, land subsidence, weather of exceptional severity, unavailability or restricted supply of gas or electricity, etc., or comparable events such as supply difficulties, unforeseeable market developments, etc.

ARTICLE 14 – LIABILITY

The Member may in no case hold liable the Provider, its directors, employees, affiliated companies or providers for any loss or damage suffered as a result of their personal wealth management, their investments, purchases or commitments they may have entered into following their commercial relationship with the Provider.

The Provider will incur no liability for any indirect damage hereunder, in particular in respect of damage or costs that may arise from the purchase of the Services.

These limitations of liability do not apply in the event of bodily injury, gross or wilful misconduct of the Provider, or breach by the latter of its essential obligations under the Membership. They apply without prejudice to the mandatory rights granted to Members who are consumers.

The Services provided through the Provider’s Website comply with the regulations in force in France and the United Arab Emirates. The Provider’s liability may not be incurred in the event of non-compliance with the legislation of the country in which the beneficiary Members reside, which it is for them to verify, being solely responsible for the use of the Services offered.

ARTICLE 15 – PROTECTION OF PERSONAL DATA

The Provider collects, stores and processes personal data of Members for the purposes of operating the Website, and in particular the processing of subscriptions made thereon.

In connection with this processing, the Provider is a controller of personal data and complies with Federal Decree-Law No. 45/2021 on the Protection of Personal Data, but also Federal Law No. 15/2020 on Consumer Protection and DIFC Law No. 5/2020 on Data Protection (the “Personal Data Legislation”).

For more information, the Member may refer to the Provider’s Privacy Policy, accessible from the Website at any time.

ARTICLE 16 – APPLICABILITY OF THE T&Cs

If one or more provisions of these T&Cs are held to be void or unenforceable, the remaining part will remain fully in force. If the Provider fails to enforce any of these T&Cs, this may not be considered a waiver. Any amendment to these T&Cs or any derogation therefrom must be made in writing and signed by the Provider.

ARTICLE 17 – COMPLAINTS, AMICABLE SETTLEMENT, GOVERNING LAW AND LANGUAGE

Any complaint must be addressed to the Provider at contact@greenbull.club, which undertakes to acknowledge receipt and to respond within one (1) month.

As the Provider is established outside the European Union, the consumer mediation mechanism provided for in Articles L.611-1 et seq. of the French Consumer Code, which presupposes a professional established within the Union, does not apply. The Provider nevertheless remains willing to seek an amicable solution. A Member who is a consumer residing in the European Union may request the assistance of the European Consumer Centre of their country of residence (ECC-Net network).

These T&Cs are drafted in French and in English. They are provided in French to Members residing in France; in the event of discrepancy, the French version prevails for these Members.

These T&Cs are governed by the law of the United Arab Emirates, without regard to conflict-of-law provisions. However, a Member who is a consumer residing in another State benefits from the mandatory consumer protection provisions provided for by the legislation of their country of residence.

ARTICLE 18 – DISPUTES

In the event of a dispute under these T&Cs and failing an amicable agreement, the dispute will be brought before the DIFC Court in Dubai.

However, where the dispute arises from the use of the Services by a Member acting as a consumer, that Member may be sued only before the courts of their place of domicile and retains the right to bring proceedings before those same courts, this jurisdiction clause being unenforceable against them (Articles 17 to 19 of Regulation (EU) No. 1215/2012). Members who are consumers residing in the United Kingdom or in any country of the European Union benefit from equivalent protection under the applicable law.

ARTICLE 19 – ELECTION OF DOMICILE

Domicile is elected by the Provider at its registered office located at Platinum Tower, Unit 3004-3009, Jumeirah Lakes Tower, Dubai – United Arab Emirates.

ANNEX – STANDARD WITHDRAWAL FORM

(Please complete and return this form only if you wish to withdraw from your Membership, within the period of fourteen (14) calendar days from the date of purchase.)

To the attention of GREENBULL TECHNOLOGY FZCO — Platinum Tower, Unit 3004-3009, Jumeirah Lakes Tower, Dubai – United Arab Emirates

Email: contact@greenbull.club

I hereby give notice of my withdrawal from the contract for the subscription of the Greenbull Club Membership below:

• Membership subscribed on (order / purchase date): ………………………………………
• Member’s name: ………………………………………
• Member’s address: ………………………………………
• Email address associated with the Membership: ………………………………………

Date: ………………………………………

Signature of the Member (only if this form is notified on paper): ………………………………………