Update 03/06/2024
The platform, Equisafe.io, is owned by Equisafe, a simplified joint-stock company with a capital of €4940.23, registered in the RCS of Paris under number 845 383 645. The platform is dedicated to corporate management using a shared electronic recording device ("DEEP"), as well as the issuance of financial assets.
These general terms of use govern the use of the Equisafe.io platform and all its components.
Equisafe is registered as an agent of the payment service provider Lemon Way, under registration number 85392 with REGAFI.
Access to the platform, as well as all services offered by Equisafe to its users, is conditional upon prior acceptance of these General Terms of Use.
This document aims to govern the terms of use of the Equisafe Platform and Services as well as the rights and obligations of the Parties as defined below.
This document does not address confidentiality and personal data; these elements are covered in Equisafe's privacy policy.
TABLE OF CONTENTS
The terms and expressions used in these GCU with initial capital letters, whether used in singular or plural, have the meanings assigned to them below unless otherwise stipulated:
GCU
General terms of use of the Equisafe Platform, including all its schedules and any amendments.
DEEP
Shared electronic recording device as per Article L.211-3 and following of the French Monetary and Financial Code.
Financial Asset
A financial title issued by an Issuing Company and recorded in a shared electronic recording device, in accordance with Articles L.211-3 and following of the French Monetary and Financial Code (CMF).
Investor
Any subscriber of Financial Assets having created a User Space via the Equisafe Platform.
Issuing Company
A legal entity using the Platform and Equisafe's services to issue and/or manage Financial Assets.
KYC Procedure
All actions to be completed in order to benefit from the services available on the Platform.
Payment Account
A payment account opened in the name of an Issuing Company or an Investor to record payment transactions, both debits and credits, the fees owed by the Issuing Company, and any reversals related to the transactions.
Personal Data
All personal data as defined by the Information Technology and Freedoms Law No. 78-17 of January 6, 1978, and EU Regulation 2016/679 of April 27, 2016 (known as "GDPR").
Platform
The online services offered by Equisafe using a blockchain infrastructure, including a DEEP infrastructure, for the recording and commercialization of financial titles and other assets. The Platform includes all interactive features, tools, services, and contents available via the sitewww.equisafe.io or any other substituted URL.
Services
All services provided by Equisafe to Users through its Platform and its documents.
Site
All web pages, contents, and services offered by Equisafe, accessible via the URLwww.equisafe.io.
User
A natural or legal person using the Platform to view information or purchase a service or product. This can be a Visitor, an Issuing Company, or an Investor. Includes the natural persons, employees, agents, or consultants of the User, authorized by the User to use the Equisafe Platform under the responsibility of the User and designated as such.
User Space
Personal space that the User has access to in order to benefit from the Services.
Visitor
Any person present on the Platform who is neither an Investor nor an Issuing Company.
Every User must accept the GCU prior to creating their User Space.
In case of refusal of the GCU, the User will not be able to access the Platform.
The GCU are available to the User on the Platform at any time.
By ticking the "I accept the General Terms of Use" box, the User acknowledges having read and accepted all the GCU.
Each connection to the Equisafe.io Platform constitutes acceptance of the most recent version of the GCU.
The User may express their refusal of the GCU subsequently by unsubscribing from the Platform according to the procedure described in Article 6 of these GCU.
Equisafe provides facilitation services for the issuance and administration of assets, as well as investment management on its Platform using DEEP technology, intended for issuers and investors.
According to Articles L. 211-3 and following of the French Monetary and Financial Code, the ownership of Assets results solely from their registration in the name of the Investor in the DEEP; the account available in the User Space merely reproduces these ownership rights in a form easily readable by the Investor.
Equisafe acts only as a technical provider by offering its Platform and administrative assistance during the issuers' fundraising. No regulated service, such as intermediation, investment advice, or management of collective investment undertakings, is provided.
The Equisafe Platform allows Issuing Companies to administer them and investors to acquire them, in accordance with current regulations.
Equisafe cannot be held responsible for any possible non-compliance by the Issuing Companies with applicable rules.
Services offered by Equisafe are accessible by creating a User Space.
The creation of this User Space is subject to the registration of several elements:
The User must confirm the creation of their User Space by clicking on the activation link sent to the inbox of the email address provided as the identifier to access the User Space.
Any breach of these GCU by the User may result in the closure of the User Space in question.
Equisafe reserves the right to monitor User Spaces at any time to verify proper use of the Equisafe Platform by Users, including compliance with these GCU.
In the event of a breach of the access conditions to the Site and use of the Services offered on the Platform, Equisafe reserves the right to suspend access and use of the Services to the concerned Users.
Equisafe uses the services of the payment institution Lemonway to operate the Payment Account. The creation of the Payment Account is conditional upon the User's acceptance of Lemonway's general terms of use (available at Lemonway Terms of Use).
The procedure for creating the Payment Account and the terms of the service provided by Lemonway as a service provider for Equisafe will be explained in Lemonway's general terms of use. In the event of a discrepancy between the GCU of Equisafe and the general terms of use of Lemonway, the latter prevail over the former.
The creation of the Payment Account is subject to the completion of the KYC Procedure. Lemonway reserves the right to refuse to open a Payment Account.
The User will have access to the Services once the complete KYC and the verification of the KYC elements by Equisafe and Lemonway, acting in this capacity as delegates of the Issuing Company for the performance of the KYC, have been carried out.
Equisafe commits to make its best efforts to enable access to the Platform 24 hours a day, 7 days a week; however, given the nature of the service, access may be interrupted despite this commitment.
The operation of the Platform may be temporarily interrupted to carry out maintenance, updates, or upgrades to the Platform:
The User is informed and acknowledges that no one can guarantee the proper functioning of the internet network and/or the DEEP as a whole, and that some connection losses may be due to the failure of certain technical intermediaries. Thus, the User recognizes that the software used for the realization of the Services belongs to a complex field of computer technology, and that in the current state of knowledge, they cannot physically be tested or experimented with to cover all possible uses.
The User is informed and thus acknowledges bearing the risks of imperfection or unavailability of the Services. The User recognizes and accepts that the Equisafe Platform may occasionally experience malfunctions and interruptions related to technical constraints or others. Equisafe provides no warranty against temporary failures, technical errors, or other interruptions that prevent the User from accessing the Equisafe Platform.
As soon as the User notices any unavailability or malfunction of the User Space, the User must inform Equisafe as soon as possible using the chatbot located at the bottom right of the homepage or on the site: Equisafe Help Center
In any case, Equisafe will make its best efforts to enable the User to benefit from the Services. Additionally, in the event of unavailability or malfunction of the Platform, Equisafe is not obligated to replace the failing Platform with an equivalent platform.
To benefit from the Equisafe Platform, the User commits to:
The User provides the elements requested by the KYC Procedure directly on the Equisafe Platform via the link sent by email.
The User guarantees to Equisafe that all the information entered and documents submitted in the context of opening the User Space are accurate, up-to-date, and genuine, and are not misleading.
At the end of the KYC Procedure, a confirmation of dispatch is sent. The documents provided by the User are kept by Equisafe securely in conditions that ensure their integrity.
Moreover, given the nature of the Services offered, Equisafe reserves the right to request from the User any additional document or information concerning them and/or concerning the subscription of Assets, if deemed necessary, in particular to enable it to perform the necessary checks to comply with its legal obligations and its contractual obligations towards the Issuing Company.
After opening the Payment Account, the User may credit the Payment Account by transfer from a bank account in their name, in accordance with the general terms of use set by Lemonway.
The User may subscribe to Assets within the limits of the credit balance of their Payment Account (the Payment Account may not be overdrawn).
The subscription of Assets is materialized by the establishment of dematerialized formalities on the Platform depending on the legal nature of the act.
The subscribed amount is deposited into a specific escrow account for the operation concerned. The escrow account is registered by Equisafe in Lemonway's registers.
Once the fundraising is completed, the funds in the escrow account are credited, depending on the legal nature of the Asset, to the Payment Account of the Issuing Company.
If the fundraising fails, the User's Payment Account will be credited with the funds they subscribed to the escrow account.
Users may at any time transfer, by transfer, the credit balance of their Payment Account to a bank account registered in their name with a third-party payment service provider.
The User may unsubscribe from the Platform at any time by following the procedure indicated in their User Space, in the "Settings" tab.
Equisafe then proceeds to close the User Space and delete the personal information concerning the User or Investor concerned, subject to its legal obligations relating to the preservation of archives.
The unsubscription of a User does not affect their ownership of Assets subscribed through the Platform. In this sense, the relationship between the Investor and the Issuing Company will continue outside the framework of the Platform.
Any User who has not connected to the Platform for a period of five years or more will be automatically unsubscribed from the Platform.
The GCU come into effect from the date of their acceptance by the User as stipulated in Article 2.
The GCU remain in effect until the User unsubscribes from the Platform. The GCU apply during the connection of the Visitor to the Equisafe Platform, until the end of their navigation (upon logging out).
Equisafe strives to ensure access to the Services and the Platform under the conditions mentioned in these GCU within the framework of a duty of means.
The User acknowledges that Equisafe's liability cannot be engaged in the following cases:
The User accepts that the Services may, for various reasons (maintenance, unavailability of the telecommunications network, etc.), be temporarily unavailable, in whole or in part.
The User acknowledges that subscribing to financial securities issued by unlisted companies presents a risk of loss of the invested capital and consequently an absence of liquidity. In this regard, the User recognizes that Equisafe's liability cannot be engaged for losses possibly suffered by the Investor during a subscription made through the Equisafe Platform.
The User discharges Equisafe from all consequences that may result from the use of communication means which the User has, notably due to technical failure of their equipment, an error, a deficiency, or an imprecision in the instructions transmitted to Equisafe, or from the use by an unauthorized third party of their personal identifiers.
If Equisafe blocks a message because it contains a virus, the User acknowledges that Equisafe cannot be held responsible for any damage that may occur in case of non-consideration and/or processing of a request transmitted by the User.
Equisafe does not guarantee that the Platform, its content, its functionalities, or the Services will be free of errors, or will be accessible uninterruptedly, or that eventual defects will be corrected, nor that the use of the Platform will produce specific results.
The Platform, its content, its functionalities, and Information and/or the Services are provided "as is" and subject to availability. Within the limits of the laws applicable in France, Equisafe provides no warranty, express or implied, regarding the Services, including their suitability for a particular use, their merchantability, and/or their accuracy.
Equisafe cannot be held responsible for any element beyond its control or for losses or damages directly or indirectly resulting from access to the Platform or its use with the User's technical equipment (computers, software, network equipment, and any other equipment used to access the Services).
Equisafe cannot be held responsible for losses or damages directly or indirectly resulting from the inability to access the Platform, data loss, degradations, damages, or viruses that may affect the User's computer equipment and/or from the presence of a virus on the Platform.
The total liability of Equisafe or one of its suppliers or licensors arising from the GCU for proven direct damages will not exceed, in total, the amounts actually paid by the User governing the Services from which the damage originates for the period of 12 months preceding the event(s) giving rise to such a claim of its liability for that year.
The User is solely responsible for any direct or indirect, material or immaterial damage caused to Equisafe due to access, consultation, and use of Information and/or the Services of the Platform.
The User is solely responsible in case of malfunction of their equipment, improper use thereof, or any other external circumstance affecting the reception of alerts or their content.
The User guarantees that they own all the rights and authorizations concerning this information and contents and regarding their dissemination. These information and contents must notably be lawful and not infringe public order or any legislation or regulation, as well as the rights of third parties.
The User acknowledges that in the context of the Services offered by Equisafe, the Issuing Companies mandate Equisafe to manage the registration of Assets in a DEEP, as the mandate holder, registry keeper, in accordance with the provisions of Article R.211-3 of the French Monetary and Financial Code.
In accordance with legal and regulatory provisions and international conventions, Equisafe has taken measures to ensure the confidentiality of the transmitted information.
The User expressly authorizes Equisafe to communicate (i) information strictly necessary for managing the business relationship to its group entities and third parties for performing services entrusted by Equisafe, especially for processing KYC obligations and operations recorded in the User Space and (ii) more generally, any reasonably necessary information to any person for Equisafe to comply with legal, regulatory provisions, and international conventions.
The User acknowledges and accepts Equisafe's general privacy policy available on the site Equisafe Privacy Policy.
The User can access their personal data in the User Space.
The User acknowledges that all elements composing the Platform, both the structure and the content and Information, remain the exclusive property of Equisafe, including all related intellectual property rights, and that no intellectual property rights are transferred to the User except as expressly stipulated.
The User commits not to infringe directly or indirectly, whether themselves or through an intermediary, this intellectual property right.
Users are fully responsible for the information they provide to Equisafe and commit to ensure its accuracy, precision, and compliance with current legislation. The Investor must take all necessary precautions before making an investment, using the information available on the Platform with discernment and critical thinking.
Equisafe declines all responsibility in the event of non-compliance with the GCU by Users. Equisafe acts solely as a technical provider, and therefore disclaims all responsibility in case of delay, non-repayment, cancellation of a fundraising, or failure of the payment service provider Lemonway.
Equisafe is not responsible for the security and confidentiality of data exchanged, if applicable, within the framework of using the Platform. The Platform cannot be held responsible for any possible degradation, suspension, or interruption of the Services due to force majeure, the action of a User or a third party, or the unavoidable hazards resulting from the technology and complexity of implementing the Services.
Equisafe cannot be held responsible for errors, omissions, viruses, or results that may result from improper use of the Platform.
The User acknowledges that the information provided by the Platform does not constitute tax advice and is provided only for informational purposes. Equisafe cannot be held responsible for the tax consequences related to an investment. Each investor is recommended to consult a tax or legal advisor to obtain advice tailored to their situation. It is the responsibility of each Investor to verify their eligibility for tax deductions on all or part of the investments made through the Platform, in accordance with applicable laws.
The interest rates displayed on the Platform are nominal rates that do not take into account the impact of taxation or social contributions. Furthermore, the interest earned within the framework of each investor's contribution may be subject to deductions and/or withholdings at source, in accordance with the applicable tax and social regime. As this regime may be modified at any time, Equisafe makes no commitment and assumes no responsibility in this respect towards the Investor.
In the context of using the information and/or Services, the User agrees not to engage in acts of any nature that would be contrary to French law, disrupt French public order and morality, or infringe on the rights of third parties.
The User also agrees not to misuse the information and/or Services, particularly by accessing data they have no right to access, downloading data unlawfully or that infringes on third-party rights, or using the information and/or Services for unlawful purposes.
Equisafe cannot be held responsible for the harmful consequences of such misuse of information and/or Services.
Equisafe also reserves the right to remove any illegal content or content infringing on the rights of third parties as soon as it becomes aware of it.
In the event of severely reprehensible behavior by the User, Equisafe may proceed, without prior notice, to close the User Space.
Concerning User Spaces, Equisafe reserves the right to immediately and without prior notice suspend or block the User Space or Investor Space:
The suspension or blocking may be temporary and involves no longer allowing subscriptions, deposits, or withdrawals from the Payment Account or deleting certain subscriptions. However, Equisafe may decide, at its initiative without justification, to terminate the business relationship.
Finally, Equisafe's payment service provider reserves the right, according to its own general terms of use, to suspend access or block the User Space or Investor Space without prior notice.
The Platform may offer links to other websites. The websites to which these hyperlinks refer are, unless otherwise stated, independent of the Platform and Equisafe.
Equisafe cannot be held responsible for the content of these sites, the damages that may result from connecting to these sites, the information contained therein, or the transactions that may be conducted there.
Any hyperlink, of any nature, allowing access to the Platform to any of its pages or elements, and which is not provided through the Equisafe Platform itself, requires prior written authorization from Equisafe.
The User is informed and acknowledges that the failure to exercise, in whole or in part, by Equisafe or the User of any right resulting from the provisions of the GCU does not constitute a waiver of that right for the future or to any other right resulting from the GCU.
Equisafe is entitled to modify these GCU at any time and will publish the modified GCU by any means and inform the User. In the event of significant modifications to the GCU, the new GCU will come into effect twenty-four (24) hours after their publication on the Equisafe Site and a concurrent notification will be sent by email (to the address provided by the User when registering).
The absence of objection notified by the User to Equisafe before the expiry of the above-mentioned period constitutes acceptance of these modifications.
Equisafe may, without being liable for any compensation, make any modifications or improvements to the Platform and the Services it deems useful or necessary to ensure the continuity, development, and security of its services, at any time.
The Platform and the Services may also be limited or extended at any time by Equisafe without any right to compensation for the User.
At each use of the Equisafe Platform, Users and Authorized Persons agree to comply with the latest version of the GCU published on the Platform. The modifications to these GCU are binding on the Users from their online publication. In this regard, the User is invited to regularly consult the GCU.
If any provision of the GCU is found to be invalid, Equisafe will replace in good faith the provision(s) in question with one or more valid provisions that closely approximate the intention and economic effects of the said provision(s).
If one or more provisions of these GCU are declared null, such nullity shall not affect the validity of the other provisions which shall remain in force and continue to apply. If a clause is removed or missing, it shall be replaced by a legally valid provision consistent with the purpose of these GCU.
The GCU may be translated into several languages for convenience only. In case of inconsistency or contradiction regarding their interpretation, the French version shall prevail.
The User is informed that Equisafe may send notifications or notices of modification mentioned in these GCU by email.
The User can contact Equisafe at the email address contact@equisafe.io.
The User agrees to regularly check their email and User Space, to read said emails attentively, and to promptly apply any advice and instructions.
The GCU are governed by French law.
In case of a dispute between Equisafe and a User concerning the GCU and/or the use of the Platform, Equisafe and/or the User agree, in the first instance, to cooperate diligently and in good faith to find an amicable solution to their dispute.
If an amicable settlement is not reached within forty-five (45) days, any dispute arising in relation to the GCU and the use of the Equisafe Platform will fall under the exclusive jurisdiction of the courts located within the jurisdiction of the Paris Court of Appeal.
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