Conditions générales d'utilisation.

Objet et acceptation des conditions générales d'utilisation.

Les présentes conditions générales d’utilisation ont pour objet de définir les conditions dans lesquelles chaque Utilisateur peut utiliser le site www.myoptions.co et accéder aux informations et services proposés par OPTIONS. Quel que soit leur statut, les Utilisateurs acceptent, pleinement et sans réserve, les présentes conditions générales d’utilisation. Les présentes conditions peuvent être complétées par des conditions particulières, spécifiques à l’accès de certains services ou de certaines informations.

Par extension, chaque Membre ayant la qualité de Financeur et/ou d’Entrepreneur accepte, pleinement et sans réserve, les CGU MANGOPAY.

Définitions et lexique.

Les termes et expressions mentionnés ci-dessous sont définis comme suit :

• Le « Site » : désigne le site internet accessible à l'adresse www.myoptions.co, par l'intermédiaire duquel la société OPTIONS SAS exploite sa plateforme de financement participatif.
• Un « Titre » : désigne les Minibons visés à l'article L.223-6 du Code monétaire et financier, ainsi que les titres visés à l'article D. 547-1 du Code monétaire et financier.
• Un « Contrat d'investissement » : désigne selon les cas, un bulletin de souscription ou un contrat d'émission d'obligations.

Rôles

• Un « Utilisateur » : désigne toute personne morale ou physique qui navigue sur le Site, en prend connaissance ou consulte son contenu ou les informations qui y figurent.
• Un « Membre » : désigne tout Utilisateur inscrit sur le Site en tant que Financeur et/ou Entrepreneur, dans les conditions prévues à l’article 4.1 des présentes conditions générales d’utilisation.
• « MANGOPAY » : désigne la société Leetchi Corp, dont le siège social est situé 59 boulevard Royal, L-2449 Luxembourg au Luxembourg, immatriculée au registre du commerce et des sociétés du Luxembourg sous le numéro B173459, exploitant la marque « MANGOPAY ».
• Un « Entrepreneur » : désigne tout Membre inscrit en tant qu’« Entrepreneur », dans les conditions prévues à l’article 4.1 des présentes conditions générales d’utilisation, dans le but de lever des fonds auprès de Financeurs par l’intermédiaire du Site pour les besoins du financement d’un projet.
• Un « Financeur » : désigne tout Membre inscrit en tant que « Financeur », dans les conditions prévues à l’article 4.1 des présentes conditions générales d’utilisation, dans le but de financer des projets par l’intermédiaire du Site.
• Un « Financeur Prêteur » : désigne tout Financeur ayant effectué une Offre de Prêt à destination d’un Entrepreneur.
• Un « Financeur Investisseur » : désigne tout Financeur ayant signé, par l’intermédiaire du Site, un bulletin de souscription de Titres émis par un Entrepreneur (ou, le cas échéant, une holding détenant une participation dans le capital de cet Entrepreneur). Services

Services

• Les « Services d'Investissements Participatifs » : désignent les services fournis par OPTIONS, selon le cas, aux Financeurs et aux Entrepreneurs aux fins de la réalisation d’Investissements, lesquels comprennent :
  • un service de conseil en investissement au sens de l’article L.321-1 du Code monétaire et financier fourni par OPTIONS aux Financeurs dans les conditions prévues par l’article L.547-1 du Code monétaire et financier ;
  • un service de conseil aux entreprises en matière de structure de capital, de stratégie industrielle et de questions connexes et de conseil et de services en matière de fusion et de rachat d'entreprises au sens de l’article L.321- 2 du Code monétaire et financier fourni par OPTIONS aux Entrepreneurs ;
  • un service de prise en charge de Bulletins de souscription fourni par OPTIONS aux Entrepreneurs conformément à l’article L.547-1 du Code monétaire et financier ; et
  • un service de rédaction des actes juridiques nécessaires aux fins de la réalisation des Investissements fourni par OPTIONS aux Entrepreneurs conformément à l’article L.547-1 du Code monétaire et financier.
• Le « Service de Prêt Participatif » : désigne le service fourni par OPTIONS aux Entrepreneurs et aux Financeurs aux fins de l’octroi de Prêts, à savoir un service d’intermédiation en financement participatif au sens de l’article L.548-1 du Code monétaire et financier.

Comptes

• Un « Basket E-Wallet » : désigne tout E-Wallet sur lequel figure de la monnaie électronique émise par MANGOPAY et acquise par un Financeur qui est susceptible d’être utilisée par le Financeur concerné aux fins de l’émission d’Offre de Prêt dans les conditions prévues à la section 4.2.4 des présentes conditions générales d’utilisation ou d’Offre d’Investissement dans les conditions prévues à la section 4.3.4 des présentes conditions générales d’utilisation.
• Un « Compte Bancaire Entrepreneur » : désigne tout compte bancaire ouvert au nom d’un Entrepreneur dont les coordonnées ont été communiquées par l’Entrepreneur concerné à OPTIONS lors de son inscription sur le Site et sur lequel tout Financement octroyé à cet Entrepreneur doit être mis à disposition.
• Un « E-Wallet » : désigne toute référence interne à MANGOPAY lui permettant (i) d’identifier, dans ses livres, les différentes opérations d’acquisition et de remboursement de monnaie électronique émise par MANGOPAY réalisées par une personne donnée et (ii) de déterminer, à chaque instant, le montant de la monnaie électronique dont dispose cette personne (étant précisé qu’un E-Wallet ne peut en aucun cas être assimilé à un compte de dépôt ou un compte de paiement).
• Un « Project E-Wallet » : désigne tout E-Wallet ouvert pour les besoins de la réalisation d’une campagne de levée de fonds particulière et sur lequel la monnaie électronique correspondant à chaque Offre de Prêt ou Offre d’Investissement émise dans le cadre de cette campagne est créditée dans les conditions prévues aux sections 4.2.4, 4.2.5, 4.3.4 et 4.3.5 des présentes conditions générales d’utilisation.

Opérations

• Un « Investissement » : désigne toute opération de souscription ou d’acquisition par un Financeur Investisseur de Titres émis par un Entrepreneur (ou, le cas échéant, par une holding détenant une participation dans le capital de cet Entrepreneur) par l’intermédiaire du Site aux fins du financement d’un projet.
• Une « Offre d’Investissement » : désigne toute offre de souscrire à une émission de Titres adressée par un Financeur à un Entrepreneur dans les conditions prévues par les présentes conditions générales d’utilisation.
• Un « Prêt » : désigne tout prêt octroyé par un Financeur Prêteur à un Entrepreneur par l’intermédiaire du Site aux fins du financement d’un projet.
• Une « Offre de Prêt » : désigne toute offre de conclure un Contrat de Prêt adressée par un Financeur à un Entrepreneur dans les conditions prévues par les présentes conditions générales d’utilisation.
• Le « Plafond Maximal de Souscription » : désigne, en relation avec un projet publié sur le Site donné, le montant global maximum des Financements que l’Entrepreneur concerné est amené à obtenir par l’intermédiaire du Site ; étant par ailleurs précisé que (i) le montant cumulé de l’ensemble des Offres de Prêts émises en relation avec le projet concerné ne pourra pas excéder ce montant et que (ii) ce montant ne pourra pas, en tout état de cause, excéder un million (1 000 000) d’euros ; et étant également précisé que (i) le montant cumulé de l’ensemble des Offres d’Investissement émises en relation avec le projet concerné ne pourra pas excéder ce montant et que (ii) ce montant ne pourra pas, en tout état de cause, excéder huit millions (8 000 000) d’euros, ce montant étant calculé sur une période de douze mois qui suit la date de la première Offre d’Investissement.
• Le « Seuil Minimal de Souscription » : désigne, en relation avec un projet publié sur le Site donné, le montant global minimum des Financements que l’Entrepreneur concerné est disposé à obtenir par l’intermédiaire du Site.
• Un « Financement » : désigne indifféremment un Investissement ou un Prêt.

Documents contractuels

• Un « Contrat de Prêt » : désigne tout contrat de prêt édité sur le Site au moment de l’émission d’une Offre de Prêt et devant être signé, d’une part, par le Financeur Prêteur ayant émis l’Offre de Prêt et, d’autre part, par l’Entrepreneur destinataire de cette Offre de Prêt, dans les conditions prévues par les présentes conditions générales d’utilisation et la Convention de Prestation de Services signée par l’Entrepreneur concerné.
• Le « Contrat de Prêt Type » : désigne le modèle de contrat de prêt mis en ligne sur le Site, accessible en cliquant sur ce <[lien]> et sur la base duquel est établi chacun des Contrats de Prêts.
• Le « Bon de Souscription Type » : désigne le modèle de bon de souscription mis en ligne sur le Site, accessible en cliquant sur ce [lien] et sur la base duquel est établi chacun des bons de souscription.
• La « Convention Obligataire Type » : désigne le modèle de convention obligataire mis en ligne sur le Site, accessible en cliquant sur ce [lien] et sur la base duquel est établie chacune des conventions obligataires.
• Une « Convention de Prestation de Services » : désigne toute convention conclue entre OPTIONS et un Entrepreneur préalablement au démarrage de toute campagne de levée de fonds par cet Entrepreneur sur le Site, conformément aux termes des présentes conditions générales d’utilisation.
• Les « CGU MANGOPAY » : désignent les conditions générales d’utilisation de MANGOPAY accessibles en cliquant sur ce lien.

Service description OPTIONS.

OPTIONS offers a global service of participatory financing through the Site. As part of this global service offering, OPTIONS provides each of the following services:

• participatory Lending Services;
• participative Investment Services.

Services for Entrepreneurs

OPTIONS enables each Entrepreneur to submit a project with a view to a request for participatory financing, which can take the form of :

• a loan and/or
• an investment

Services for Individual or Corporate Financiers

OPTIONS enables each Funder to finance projects led by innovative companies selected by OPTIONS OPTIONS in the form of :

• granting a Loan; and/or
• making an Investment.

Terms of Use for the Site and Participatory Investment Services Provided by the OPTIONS Platform.

4.1. ACCESS TO THE SITE

4.1.1. General Provisions

Users may view the public content of the site, including, in particular, general presentations of projects to be funded.

Access to the private content of the Site, including detailed information about projects, is strictly reserved for Members.

Any natural person wishing to become a Member must be of legal age, have the capacity to enter into the relevant contracts, attest to their solvency, and register as a Funder under the conditions set out in Article 4.1.2 below.

Any legal entity wishing to become a Member must be duly constituted, have the capacity to enter into the relevant contracts, attest to its solvency, and register as a Funder under the conditions set out in Article 4.1.2 below, and/or as an Entrepreneur under the conditions set out in Article 4.1.3 below.

Each Member undertakes not to disclose their username and password to third parties and to maintain the confidentiality of the data provided on the Site.

Each Member agrees to make the necessary updates to their personal space to ensure that the information contained therein remains accurate.

In case of non-compliance with these provisions, OPTIONS reserves the right to suspend the Member's access to their personal space.

For any complaint or request for information, OPTIONS provides the following email address: reclamation(at)myoptions.co. OPTIONS will acknowledge receipt of the complaint within a maximum of ten [10] business days from receipt and will respond to the complaint within a maximum of thirty [30] days from receipt, except in cases of force majeure. In the event of force majeure, OPTIONS will contact the complainant to inform them of the delay, its cause, and the expected time frame for response.

Opening a "Funder" Personal Space

Each User may register as a "Funder". This registration, subject to the prerequisites below, is carried out in two steps, under the conditions indicated below.

Prerequisites for Creating a Funder Account

Funders are (i) natural persons of legal age, competent, and not acting for professional or commercial purposes, or (ii) legal entities acting for purposes ancillary to their professional activity, duly registered or declared in France and validly existing under French law. Furthermore, they are not "U.S. persons" as defined by U.S. Regulation "Regulation S" under the U.S. Securities Act of 1933 (Part 230 - Paragraph 230.902).

1. To complete the first step of registration, the User must:
   • fill out the form provided for this purpose on the Site;
   • accept the content of these general terms and conditions of use and the MANGOPAY T&Cs.
   At the end of this first step, the User acquires the status of Member. As such, they have access to a personal space created on the Site. However, they cannot make any Investments or issue any Loan Offers.
2. To complete the second step of registration, the User must:
   • fill out an additional form provided for this purpose on the Site;
   • reconfirm their acceptance of these general terms and conditions of use;
   • upload the required supporting documents to the Site as requested by OPTIONS.
   Once the User has submitted a complete application to OPTIONS, OPTIONS will review the information and documents submitted by the User, in accordance with the regulations in force concerning anti-money laundering and counter-terrorism financing.
   
   In the context of a subscription for Securities considered by the Investor Funder, OPTIONS ensures that the proposed Investment is suitable for the Investor Funder's situation by means of a suitability test that enables it to obtain the necessary information regarding the Investor Funder's knowledge and experience in investing in specific types of Securities, their financial situation, and their investment objectives. This questionnaire is also intended to provide OPTIONS with the necessary information regarding the Investor Funder's capacity to bear losses and their risk tolerance in order to recommend appropriate Investments.
   
   Within a maximum of three [3] business days from the User's application, OPTIONS will notify them by email of the approval or, as the case may be, rejection of their registration. OPTIONS reserves the discretionary right to refuse any registration. At the end of the second step of registration, the User acquires the status of Funder. As such, they have access to the entire private section of the Site, including in particular the details of projects to be funded, and the ability to grant Loans and make Investments.

4.1.3 Opening a "Entrepreneur" Personal Space

Each User may register as an "Entrepreneur". This registration is carried out in two steps, under the conditions indicated below. To complete the first step of registration, the User must:

• fill out the form provided for this purpose on the Site;
• accept the content of these general terms and conditions of use.

At the end of this first step, the User acquires the status of Member. As such, they have access to a personal space created on the Site. However, they cannot submit any projects for funding through the Site.

To complete the second step of registration, the User must:

• fill out an additional form provided for this purpose on the Site;
• reconfirm their acceptance of these general terms and conditions of use;
• upload the required supporting documents to the Site as requested by OPTIONS.

Once the User has submitted a complete application to OPTIONS, OPTIONS will review the information and documents submitted by the User, in accordance with the regulations in force concerning anti-money laundering and counter-terrorism financing.

Within a maximum of three [3] business days from the User's application, OPTIONS will notify them by email of the approval or, as the case may be, rejection of their registration. OPTIONS reserves the discretionary right to refuse any registration.

At the end of the second step of registration, the User acquires the status of Entrepreneur. As such, they have access to the entire private section of the Site, including in particular the details of projects to be funded, and may submit any project to OPTIONS, who will examine its eligibility under the conditions provided for in these general terms and conditions of use.

PROVISION OF THE PARTICIPATORY LENDING SERVICE

Each Member is duly informed herein that crowdfunding involves a number of risks, particularly:

• For Funders, the risk that any Entrepreneur to whom they have granted a Loan may default and be unable to repay said Loan, and/or that any Investment they have made may not recover the total amount of their investment and/or not within the desired timeframe;
• For Entrepreneurs, the risk of taking on excessive debt and thereby being unable to meet their current liabilities with available assets.

Each Member hereby declares that they are aware of these risks and expressly accept them.

4.2.1 Submission of a Project by Entrepreneurs and Selection by OPTIONS

Once a User is validly registered as an Entrepreneur, they can submit their project to OPTIONS from their personal space on the Site.

To do so, the Entrepreneur must complete a form on the Site and provide OPTIONS with the required supporting documents.

OPTIONS reviews each project submitted to it free of charge and informs the relevant Entrepreneur, as soon as practicable, whether the project is eligible on the platform.

4.2.2 Posting of Selected Projects on the Site

Once a project is declared eligible on the platform, OPTIONS contacts the Entrepreneur directly to determine the conditions under which the fundraising campaign will be conducted.

These conditions are governed by the Service Agreement concluded between OPTIONS and the relevant Entrepreneur.

4.2.3 Issuance of Loan Offers and Signing of Loan Agreements by Funders

Each Funder may issue one [1] or more Loan Offers per project. Each Loan Offer issued may be for an amount starting from fifty [50] euros.

Issuance of a Loan Offer is only possible if, at the time of issuance of said Loan Offer, the relevant Funder has a sufficient amount of electronic money in their Basket E-Wallet corresponding to at least the amount of said Loan Offer.

Each issuance of a Loan Offer is formalized by the signing of a Loan Agreement by the relevant Funder on the Site, in accordance with the procedure described below.

Each Funder expressly acknowledges that the implementation of this procedure constitutes an electronic signature of the relevant Loan Agreement by the Lending Funder, as defined in Article 1316-4 of the Civil Code.

Description of the Procedure

1. The relevant Funder opens their Personal Space on the Site.
2. The relevant Funder enters the modifiable parameters of the Loan Offer to be issued (i.e., the determination of the project to be funded and the amount of funds to be lent) on the Site.
3. The Funder is invited to tick a box to reconfirm their acceptance of these general terms and conditions of use and the MANGOPAY T&Cs.
4. At the end of the campaign and in the event of its success, the Loan Agreement is made available to the Funder from their personal space on the Site.

Any Loan Offer made in this way is firm and irrevocable. Once the Loan Offer is issued, the relevant Lending Funder may not withdraw in any way.

4.2.4. Debit of Electronic Money in Funders' Basket E-Wallets in the Event of Issuance of a Loan Offer

Each Funder expressly accepts and acknowledges that the issuance of any Loan Offer will result in an irrevocable instruction to MANGOPAY to transfer the amounts corresponding to the Loan Offer from their Basket E-Wallet to the dedicated Project E-Wallet created for the fundraising campaign in question.

Each Funder also accepts and acknowledges that they will no longer be able to demand the return of any sums in electronic money transferred from their Basket E-Wallet during the entire duration of the fundraising campaign in question.

At the end of said campaign, any sums in electronic money transferred will, as the case may be, be returned to the relevant Funder's Basket E-Wallet or used for the purpose of making the Loan available, under the conditions set out in Section 4.2.5 below.

Each Funder expressly grants OPTIONS a mandate to forward any instruction to MANGOPAY, in their name and on their behalf, to make the debit referred to in the first paragraph of this section 4.2.4 without delay from the issuance of the relevant Loan Offer.

4.2.5 Monitoring the Campaign - Conclusion of Loan Agreements

For each project posted on the Site for which a fundraising campaign is ongoing, OPTIONS indicates:

• the Minimum Subscription Threshold;
• the Maximum Subscription Cap;
• the duration (in days) remaining before the end of the campaign as initially agreed between OPTIONS and the relevant Entrepreneur in the Service Agreement they have concluded (hereinafter the "Initially Scheduled End Date");
• the cumulative amount of Loan Offers issued so far.

Each fundraising campaign ends on the Initially Scheduled End Date.

If, on the Initially Scheduled End Date, the cumulative amount of all Loan Offers issued in relation to the project in question is greater than the Minimum Subscription Threshold, then:

• the relevant Entrepreneur must accept all such Loan Offers and sign each corresponding Loan Agreement; and
• OPTIONS (acting on behalf of the relevant Funder) instructs MANGOPAY to transfer the funds corresponding to each Loan (less any amount due to OPTIONS) to the relevant Entrepreneur's Borrower Bank Account and to debit the amount of the sums thus transferred from the electronic money balance in the dedicated E-Wallet created for the fundraising campaign in question.

If, on the other hand, on the Initially Scheduled End Date, the cumulative amount of all Loan Offers issued in relation to the project in question is less than the Minimum Subscription Threshold, then:

• each Loan Offer made through the Site in relation to this project becomes null and void; and
• the sums in electronic money corresponding to each Loan are returned to each relevant Lender by payment to their Basket E-Wallet.

Notwithstanding the foregoing, if the Maximum Subscription Cap for the fundraising campaign in question is reached, said campaign will end on the date the Maximum Subscription Cap is reached.

In this case, on that date:

• the relevant Entrepreneur must accept all such Loan Offers and sign each corresponding Loan Agreement; and
• OPTIONS (acting on behalf of the relevant Funder) instructs MANGOPAY to transfer the funds corresponding to each Loan to the relevant Entrepreneur's Borrower Bank Account and to debit the amounts thus transferred from the electronic money balance in the dedicated E-Wallet created for the fundraising campaign in question.

To execute the present terms, OPTIONS must:

• receive all Loan Offers made through the Site;
• at each stage of the campaign, calculate the cumulative amount of all Loan Offers issued to date and publish this information in real time on the Site;
• at each stage of the campaign, calculate the period remaining before the Initially Scheduled End Date and publish this information in real time on the Site;
• on the occurrence of the Initially Scheduled End Date, determine whether the cumulative amount of Loan Offers issued by that date is above or below the Minimum Subscription Threshold;
• at each stage of the fundraising campaign, determine whether the Maximum Subscription Cap has been reached and, if so, block any possibility for Funders to issue new Loan Offers in relation to the project in question.

4.2.6 Monitoring Loans and Repayment of Instalments

4.2.6.1 Loan Monitoring

OPTIONS provides each Entrepreneur who has contracted one or more Loans with a global amortization schedule for each of these Loans on their personal space accessible on the Site, showing, in particular, the dates and amounts (principal and interest) of past and future instalments for each Loan.

OPTIONS provides each Lending Funder with a global amortization schedule for each Loan they have granted, showing, in particular, the dates and amounts (principal and interest) of past and future instalments for each Loan.

4.2.6.2 Repayment of Instalments - Payment of Interest and Other Fees

Any payment and any repayment due by each Entrepreneur to any Lending Funder or to OPTIONS (principal, interest, late interest, fees, or other) in respect of a Loan and/or the provision of the Participatory Lending Service shall be payable and must be made by that Entrepreneur on the due date, with same-day value and in immediately available funds.

To this end, the relevant Entrepreneur irrevocably authorizes OPTIONS to give, in their name and on their behalf, instructions to MANGOPAY to debit their Borrower Bank Account for any amount due under the relevant Loan and/or for the provision of the Participatory Lending Service, throughout the duration of each Loan Agreement, and undertakes to:

• take all necessary steps to enable MANGOPAY to make said debit from the Borrower Bank Account throughout the duration of the relevant Loan Agreement (including signing any debit authorization or other document necessary to implement such a debit facility);
• throughout the duration of the relevant Loan Agreement, refrain from objecting to, revoking, or taking any action to terminate MANGOPAY's ability to make said debit and to take any steps necessary, if applicable, to maintain MANGOPAY's ability to debit the Borrower Bank Account; and
• maintain sufficient funds in the Borrower Bank Account on the dates when payments are due by them to the relevant Lending Funder and/or to OPTIONS under the relevant Loan Agreement.

In the event that, on a given date on which payments are to be made by an Entrepreneur to a Funder and/or OPTIONS, the available balance in the Borrower Bank Account is insufficient to fully settle the Lender, the Third-Party Lenders, and the Intermediary, this amount shall be allocated in the order provided for in the provisions of the Model Loan Agreement.

4.2.7 Entrepreneur Default

Each Entrepreneur undertakes to inform OPTIONS without delay of the occurrence of any event constituting a "Default Event" (as defined in the Model Loan Agreement) as soon as they become aware of it.

OPTIONS will inform each relevant Lending Funder of the existence of any "Default Event" so communicated to it, as well as any other "Default Event" of which it becomes aware.

Each Lending Funder expressly mandates OPTIONS, in the event of any default in respect of a Loan they have granted (whether it concerns an instalment due by that Entrepreneur or amounts declared immediately due by the relevant Lending Funder pursuant to the provisions of the relevant Loan Agreement), to send, in their name and on their behalf, any notice reminding the Entrepreneur of their obligation to settle the unpaid amounts.

If OPTIONS deems it necessary to ensure the recovery of unpaid amounts, it may also propose the services of a collection agency to the relevant Lending Funders.

4.2.8 Pricing Terms

Access to the Site and the services provided through the Site is free. OPTIONS will charge each Entrepreneur who has concluded a Loan Agreement through the Site a success fee, the amount and payment date of which are set out in the Service Agreement concluded between OPTIONS and that Entrepreneur.

PROVISION OF PARTICIPATORY INVESTMENT SERVICES

Each Member is duly informed herein that crowdfunding involves several risks, and, in particular, for Investor Funders, a risk of total or partial loss of invested capital, illiquidity, lack of return on investment, and risks associated with the resale of Securities. Each Member hereby declares that they are aware of these risks and expressly accept them.

4.3.1 Submission of a Project by Entrepreneurs and Selection by OPTIONS

Once a User is validly registered as an Entrepreneur, they can submit their project to OPTIONS from their personal space on the Site.

To do so, the Entrepreneur must complete a form on the Site and provide OPTIONS with the required supporting documents.

OPTIONS reviews each project submitted to it free of charge and informs the relevant Entrepreneur, as soon as practicable, whether the project is eligible on the platform.

4.3.2 Posting of Selected Projects on the Site

Once a project is declared eligible on the platform, OPTIONS contacts the Entrepreneur directly to determine the conditions under which the fundraising campaign will be conducted.

These conditions are governed by the Service Agreement concluded between OPTIONS and the relevant Entrepreneur.

4.3.3 Issuance of Investment Offers and Signing of Subscription Forms by Funders

Each Funder may issue one or more Investment Offers per project. Each Investment Offer issued may be for an amount between fifty [50] euros and five million [5,000,000] euros. For Investments involving equity stakes in a structure or the subscription of a bond issue, the minimum subscription amount is set at one hundred [100] euros.

The issuance of an Investment Offer is only possible if, at the time of issuance of said Investment Offer, the relevant Funder has a sufficient amount of electronic money in their Basket E-Wallet corresponding to at least the amount of said Investment Offer.

Each issuance of an Investment Offer is formalized by the signing of a Subscription Form by the relevant Funder on the Site, in accordance with the procedure described below.

Each Funder expressly acknowledges that the implementation of this procedure constitutes an electronic signature of the relevant Investment Contract by the relevant Investor Funder, as defined in Article 1316-4 of the Civil Code.

Description of the Procedure

1. The relevant Funder opens their Personal Space on the Site.
2. The relevant Funder enters the modifiable parameters of the Investment Offer to be issued (i.e., the determination of the project to be funded and the amount of funds allocated) on the Site.
3. The Funder is invited to tick a box to reconfirm their acceptance of these general terms and conditions of use, the MANGOPAY T&Cs, and the provisions of the Investment Contract made available at Step 2.
4. At the end of the campaign and in the event of its success, the subscription form and ownership certificate are made available to the Funder from their personal space on the Site.

Any Investment Offer made in this way is firm and irrevocable. Once the Investment Offer is issued, the relevant Investor Funder may not withdraw in any way.

4.3.4 Debit of Electronic Money in Funders' Basket E-Wallets in the Event of Issuance of an Investment Offer

Each Funder expressly accepts and acknowledges that the issuance of any Investment Offer will result in an irrevocable instruction to MANGOPAY to transfer the amounts corresponding to the Investment Offer from their Basket E-Wallet to the dedicated Project E-Wallet created for the fundraising campaign in question.

Each Funder also accepts and acknowledges that they will no longer be able to demand the return of any sums in electronic money transferred from their Basket E-Wallet during the entire duration of the fundraising campaign in question.

At the end of said campaign, any sums in electronic money transferred will, as the case may be, be returned to the relevant Funder's Basket E-Wallet or used for the purpose of subscribing to the relevant Securities, under the conditions set out in Section 4.3.5 below.

Each Funder expressly grants OPTIONS a mandate to forward any instruction to MANGOPAY, in their name and on their behalf, to make the debit referred to in the first paragraph of this section 4.3.4 without delay from the issuance of the relevant Investment Offer.

4.3.5 Monitoring the Campaign - Subscription

For each project posted on the Site for which a fundraising campaign is ongoing, OPTIONS indicates:

• the Minimum Subscription Threshold;
• the Maximum Subscription Cap;
• the duration (in days) remaining before the end of the campaign as initially agreed between OPTIONS and the relevant Entrepreneur in the Service Agreement they have concluded (hereinafter the "Initially Scheduled End Date");
• the cumulative amount of Investment Offers issued so far.

Each fundraising campaign ends on the Initially Scheduled End Date.

If, on the Initially Scheduled End Date, the cumulative amount of all Investment Offers issued in relation to the project in question is greater than the Minimum Subscription Threshold, then:

• the relevant Entrepreneur must accept all such Investment Offers; and
• OPTIONS (acting on behalf of the relevant Funder) instructs MANGOPAY to transfer the funds corresponding to each Investment (less any amount due to OPTIONS) to the relevant Entrepreneur's Business Bank Account and to debit the amount of the sums thus transferred from the electronic money balance in the dedicated E-Wallet created for the fundraising campaign in question.

If, on the other hand, on the Initially Scheduled End Date, the cumulative amount of all Investment Offers issued in relation to the project in question is less than the Minimum Subscription Threshold, then:

• each Investment Offer made through the Site in relation to this project becomes null and void; and
• the sums in electronic money corresponding to each Investment are returned to each relevant Investor Funder by payment to their Basket E-Wallet.

Notwithstanding the foregoing, if the Maximum Subscription Cap for the fundraising campaign in question is reached, said campaign will end on the date the Maximum Subscription Cap is reached.

In this case, on that date:

• the relevant Entrepreneur must accept all such Investment Offers; and
• OPTIONS (acting on behalf of the relevant Funder) instructs MANGOPAY to transfer the funds corresponding to each Investment to the relevant Entrepreneur's Business Bank Account and to debit the amounts thus transferred from the electronic money balance in the dedicated E-Wallet created for the fundraising campaign in question.

To execute the present terms, OPTIONS must:

• receive all Investment Offers made through the Site;
• at each stage of the campaign, calculate the cumulative amount of all Investment Offers issued to date and publish this information in real-time on the Site;
• at each stage of the campaign, calculate the period remaining before the Initially Scheduled End Date and publish this information in real-time on the Site;
• on the occurrence of the Initially Scheduled End Date, determine whether the cumulative amount of Investment Offers issued by that date is above or below the Minimum Subscription Threshold;
• at each stage of the fundraising campaign, determine whether the Maximum Subscription Cap has been reached and, if so, block any possibility for Funders to issue new Investment Offers in relation to the project in question.

4.3.6 Monitoring Investments and Payment of Interest and Dividends

4.3.6.1 Monitoring Investments

OPTIONS provides each Entrepreneur who has issued Securities with a dashboard on their personal space accessible on the Site, allowing them to know and visualize the Securities issued as well as the payments and transactions carried out. Each Entrepreneur may, in the same way, consult at any time the various documents available relating to the transactions carried out (Minibons, Subscription Forms, Bond Issuance Contracts, Certificates, etc.).

OPTIONS provides each Investor Funder with a dashboard allowing them to know and visualize the Securities subscribed to as well as the payments and transactions carried out. Each Investor Funder may, in the same way, consult at any time the various documents available relating to the transactions carried out (Minibons, Subscription Forms, Bond Issuance Contracts, Certificates, etc.).

4.3.6.2 Payment of Interest and Dividends

Any payment due by each Entrepreneur to any Investor Funder or to OPTIONS (principal, dividends, interest, late interest, fees, or other) in respect of an Investment and/or the provision of the Participatory Investment Service shall be payable and must be made by that Entrepreneur on the due date, with same-day value and in immediately available funds.

To this end, the relevant Entrepreneur irrevocably authorizes OPTIONS to give, in their name and on their behalf, instructions to MANGOPAY to debit their Business Bank Account for any amount due under the relevant Investment and/or for the provision of the Participatory Investment Service, throughout the duration of each Investment, and undertakes to:

• take all necessary steps to enable MANGOPAY to make said debit from the Business Bank Account throughout the duration of the relevant Investment (including signing any debit authorization or other document necessary to implement such a debit facility);
• throughout the duration of the relevant Investment, refrain from objecting to, revoking, or taking any action to terminate MANGOPAY's ability to make said debit and to take any steps necessary, if applicable, to maintain MANGOPAY's ability to debit the Business Bank Account;
• maintain sufficient funds in the Business Bank Account on the dates when payments are due by them to the relevant Investor Funder and/or to OPTIONS under the relevant Investment Agreement.

4.3.7 Pricing Terms

Access to the Site and the services provided through the Site is free. OPTIONS will charge each Entrepreneur who has benefited from Funding through the Site a success fee, the amount and payment date of which are set out in the Service Agreement concluded between OPTIONS and that Entrepreneur.

In addition, OPTIONS will charge each Entrepreneur who has conducted a capital increase operation on the Site for the benefit of a holding company previously created by OPTIONS a flat fee intended to cover the operating costs of said holding company during the investment period. The amount, frequency, and payment date are set out in the Service Agreement concluded between OPTIONS and that Entrepreneur.

Privacy policy.

OPTIONS processes information and data belonging to Users. The www.myoptions.co site is hosted by OVH, SAS with capital of €10,059,500, located at 2 rue Kellermann - 59100 Roubaix - France.

5.1. Personal data.

In accordance with the provisions of French law no. 78-17 of January 6, 1978, as amended, relating to information technology, files and civil liberties and freedoms, it is hereby specified that the personal data collected in application of the stipulations of the terms and conditions of use are mandatory for the registration of any Member, the execution of these general terms and conditions of use, the conclusion and performance of any Service Provision Agreement Services Agreement and the conclusion and performance of any Loan Contract. As such, it will be subject to processing for which OPTIONS is responsible, which each User accepts.

This data, as well as all other personal data held by OPTIONS in the context of the operations operations carried out in application of these general terms and conditions of use, any Service And/or any Loan Agreement may be used for the purposes of managing these operations, detecting and risk detection and assessment, security and non-payment prevention, anti-fraud and anti-money-laundering measures fraud, money laundering, terrorist financing and market abuse, and more generally for the purposes of to enable OPTIONS to meet all its legal and regulatory obligations obligations. It may be communicated to companies in the OPTIONS group or to third parties, in particular subcontractors or partners (including, in particular, MANGOPAY), located in France or abroad, for the purpose of the execution of the stipulations of the present general terms and conditions of use, of any Service Services Agreement and/or any Loan Agreement or to meet OPTIONS' legal or regulatory obligations.

The persons whose personal data has been collected will have the right to obtain from OPTIONS, to request rectification, if necessary, it being specified that the data may be used by OPTIONS may be used by OPTIONS for the purpose of offering the User the services of companies affiliated with OPTIONS - namely, ASTERYOS (RCS Rennes n°829 260 462), BYZENCE (RCS Rennes n°811 017 169) and mELYAD (RCS Rennes n°749 957 213) - but may under no circumstances be passed on to other persons for the purposes of commercial prospecting, to which OPTIONS is committed.

When processing such data, OPTIONS shall respect the privacy of the Users concerned.

OPTIONS will retain such data for a period of five years from the date on which any contractual relationship with the Member concerned has ended.

The above-mentioned processing of personal data by OPTIONS has been declared to the French Commission commission Nationale de l'Informatique et des Libertés (CNIL) on May 2, 2016 under number number 1953873.

The said data may be collected, in particular:

• Forms: Such forms are questionnaires placed online on the Site (including in particular any registration form) in which Users are asked to provide information such as their surname, first name, date and place of birth date and place of birth, home address and e-mail address, in the case of natural persons, or their corporate name, registered office address and SIREN number, in the case of legal entities.
• By document collection: OPTIONS collects certain documents from Users, in particular, copies of official documents attesting to of their identity (identity card, passport, driver's license, etc.) and proof of address, in the case of individuals corporate documents (extract K bis, articles of association, etc.) in the case of legal entities.
• By means of cookies or IP address collection: OPTIONS uses cookies, small tracking modules associated with the use of the Site, to record the activity of Users on the platform. These cookies may be of short or long duration the User is advised to delete them regularly from their temporary file directory. These cookies are used to enable OPTIONS to provide its services via the Site. By validating their registration to OPTIONS services, each User expressly consents to the deposit of such cookies on his/her terminal. The IP address of Users is also recorded as soon as the site is opened.

5.2. COOKIE POLICY

Cookies are used to enable OPTIONS to provide its services through the Site. OPTIONS also uses cookies for the following purposes:

• to improve the security of the Site;
• to measure the audience;
• to enable the sharing of certain pages of the Site on social networks.

Each User expressly consents to the deposit of such cookies on his or her terminal. Users' IP addresses are also also recorded when the site is opened.

5.2.1 Definition of a cookie

A cookie is a text file deposited on the visitor's terminal (computer, tablet, smartphone) when visiting a website a website. It records information about the visitor and is used to recognize and personalize the visitor's navigation.

OPTIONS uses cookies to identify and recognize users and visitors to its site. The lifetime of cookies varies according to the type of cookie used.

5.2.2 Types of cookies

Cookies deposited by OPTIONS are linked to the operation of the OPTIONS service and website.

• Technical cookies concern connection data and enable secure navigation on the site. These cookies are essential for full and normal use of all site functions. We advise you not to delete them.
• Functional cookies optimize the browsing experience by memorizing the user's browsing preferences browsing preferences.
• Analytical cookies enable us to improve our site through knowledge of usage and overall performance of the site.
• Advertising cookies are used to ensure that content (campaigns, articles, etc.) is relevant to the visitor's interests and preferences visitor's interests and preferences. Google Analytics functions for advertisers are activated. They enable us to deliver and adapt ads to users on the Google advertising network.
• DoubleClick cookies are linked to the Google Analytics features for advertisers activated on this site (Remarketing). Google uses cookies to serve our ads on the Google Search Network, Search Network partners as well as on sites in its Display network. Thanks to the DoubleClick cookie, Google adapts the ads ads to users according to their browsing habits on our site, taking into account multi-device browsing multi-device browsing. The use of this feature can be deactivated by visiting the ad preferences manager ad preferences manager.
• Social network" cookies enable engagement via social networks (shares, comments, likes, tweets, etc.)

5.2.3 Cookie management

Users can manage the cookies stored on their terminals. To do so, they simply need to follow their browser's their browser. We remind you that the deletion of all cookies will result in the inaccessibility of certain site functionalities.

5.3. Contractor data

Data communicated by Entrepreneurs to OPTIONS (including, in particular, the business plan and elements the Entrepreneur's business model) will not be shared on the Site until the date on which, if applicable the project is declared eligible on the platform.

5.4. Confidentiality undertaking by members.

Members undertake to maintain the confidentiality of their projects. OPTIONS cannot be held responsible for the the non-fulfillment by any Member of this obligation.

Each Member agrees to keep confidential all information relating to projects and Entrepreneurs posted on the part of the Site on the part of the Site accessible only to Members who have completed their registration (including, business plans and project details). Each Member also undertakes not to communicate any such information any of this information to anyone whatsoever, and to use their best efforts to prevent any unauthorized third party access to it.

Duration, termination and modification.

6.1. Duration of contract

Each contract concluded as a result of a User's acceptance of these general terms and conditions of use, is concluded for an indefinite period.

6.2. Termination

Subject to not being a party to any Financing in progress, each Member may terminate the contract entered into as a result of acceptance of these general terms and conditions of use, without justification and by simply notifying to the following address: contact(at)myoptions.co, subject to ten (10) days' notice. A such termination entails the termination of any agreement entered into between the Member concerned and MANGOPAY in terms and conditions of use. It also entails the closure of the Member's personal space on the Site.

OPTIONS may terminate any agreement entered into with a Member under the same conditions, provided that the Member in question is not a party to any current Loan Agreement is not a party to any current Loan Contract.

In the event of termination under the above conditions :

• OPTIONS will retain the personal data collected from each Member for a period of five (5) years, in order to meet its regulatory obligations;
• the confidentiality obligations stipulated in these general terms and conditions of use shall remain in force vis-à-vis the Member concerned for a period equal to two (2) years.

6.2. Modification of these general terms and conditions of use

OPTIONS reserves the right to modify these terms and conditions of use at any time.

These modifications will be notified to each Member by any means and, in particular, by electronic mail sent to the e-mail address provided by the Member concerned in his/her personal space on the Site.

Each Member will have a period of five (5) calendar days to inform OPTIONS of any objections he/she may have to these modifications.

If no objection is received from a Member within this period, the modifications will be deemed to have been accepted by the Member and will take effect on the date indicated by OPTIONS in the notice Member and will take effect on the date indicated by OPTIONS in the aforementioned notification.

Each use by a User of the Site and/or any service provided by OPTIONS in accordance with these terms and conditions of use shall be deemed to constitute acceptance by the relevant User of the latest version of the terms and conditions of use as posted on the Site.

Computer security.

Each User acknowledges that the Internet is a generally insecure place outside of protected protected platforms. The use of the Internet may lead a User to be subject to computer attacks that are more or less visible to third parties. It is the User's responsibility to protect himself/herself against such attacks.

7.1. Access code.

The access codes and identifier allowing each Member to connect to his or her personal space on the Site are transmitted by OPTIONS to him/her and to him/her alone. The Member concerned remains solely responsible for the use of these and its consequences.

7.2. Warning in the event of theft

If, despite all precautions, a Member notices or suspects that a third party is using his/her personal space on the Site by a third party, it is the responsibility of the Member to inform OPTIONS without delay by e-mail sent to the following address contact(at)myoptions.co coupled with a registered letter sent to the following address: OPTIONS SAS - 4 allée Gustave Eiffel - 35170 BRUZ (France).

OPTIONS cannot be held responsible for any loss or misappropriation resulting from such use by a third party oPTIONS' sole obligation is to endeavor to suspend the activities of the account in question as soon as soon as practicable after receipt of the notification referred to in the preceding paragraph.

7.3. Hypertext links

The creation of hypertext links redirecting Users to the Site must be approved in advance by OPTIONS from OPTIONS.

The OPTIONS site may contain links to third-party Internet sites, notably in the project presentation pages presentation pages. OPTIONS endeavors to systematically control the content of such sites but, as it is not the owner, cannot guarantee that such sites are secure, cannot guarantee that such sites are secure.

7.4. Changes

It is strictly forbidden for any User to modify the content and internal programming of the Site by using add-on modules that would interfere with the proper functioning and security of the services.

Communication and notifications.

Written communications.

In the absence of any stipulation to the contrary, any notification, communication or request under these general terms and conditions of use or any Loan Agreement shall be made by e-mail or by registered mail terms and conditions of use or any Loan Agreement, shall be made by e-mail or by registered mail with return with acknowledgement of receipt and will take effect on the date of first presentation, in the case of in the case of registered mail, or on the date it is received in visible form by the addressee, in the case of e-mail e-mail.

Addresses.

Any notice, communication or request required to be given by one person to another under these these terms and conditions of use or any Loan Agreement shall be made :

• in the case of any notice, communication or request addressed to a Member, to that Member's address or e-mail the Member's e-mail address as indicated in any Loan Contract signed by the Member or on the Member's personal space on the Site;
• with regard to any notification, communication or request addressed to OPTIONS, at the following address: 4 allée Gustave Eiffel - 35170 BRUZ (France) or to the following e-mail address: contact(at)myoptions.co ;
• it being specified that in the event of a notification, communication or request being sent by a Financier to a Contractor or by a Contractor to a Funder, the Funder or the Contractor concerned, in their capacity as sender as the sender, and each as far as it is concerned, undertakes to send OPTIONS without delay, by way of information a copy of said notification, communication or request.

Any change in a Member's address or e-mail address must be notified to OPTIONS and to any other Member with whom the Member has entered into an agreement any other Member with whom the Member has a Loan Agreement in effect at the date of such change.

Any change in the address or e-mail address of OPTIONS must be notified to each Member.

Responsibilities of the parties.

9.1. Responsibility of Options

9.1.1 Supply of resources

OPTIONS undertakes to use its best efforts to ensure that the Site is accessible at all times.

As an exception to the provisions of the preceding paragraph, access to the Site may be interrupted from time to time in order to carry out for the purposes of updating or maintenance. In this case, OPTIONS will notify members at least seven [7] days in advance.

In addition, access to the Site may be interrupted due to the occurrence of an event of force majeure beyond the control of OPTIONS oPTIONS' control. In this event, OPTIONS cannot be held responsible.

Furthermore, OPTIONS cannot be held responsible for any damage resulting from a malfunction of the User's personal Internet connection.

9.1.2. Fight against money laundering

OPTIONS is responsible for identifying Members and must exercise constant vigilance over the business relationship between OPTIONS and each Member. In this way, it ensures compliance with its obligations in terms of in the fight against money laundering, terrorist financing and tax fraud.

Members may not make any payments in cash or by check in connection with the execution of the terms and conditions of use.

Limits

Because of its limited role as an intermediary, OPTIONS cannot be held responsible for any loss or damage which may be suffered by any Member as a result of transactions carried out by such Member in connection with the use of the services provided by OPTIONS.

OPTIONS will not be held responsible in the event that any Member provides any information that is inaccurate, insincere or misleading information.

OPTIONS shall not be liable if any Member discloses to a third party the login and password or of any confidential information.

Partial invalidity - final stipulations.

These general terms and conditions of use constitute the terms of a membership contract. Their content cannot be negotiated by any Member.

In the event that any provision of these general terms and conditions of use should prove to be contrary to invalid or unenforceable, the legality, validity or enforceability of the other provisions of these terms and conditions of use shall not be affected.

Each Member acknowledges that any electronic mail exchanged between him/her and OPTIONS is authentic between the parties and and has the same probative force as a written document.

Propriété Intellectuelle.

Le site www.myoptions.co (en ce compris, notamment, son design, son contenu et les programmes et outils qui y figurent) est la propriété exclusive d’OPTIONS SAS.

Applicable law and handling of disputes.

These terms and conditions of use are governed by French law.

In the event that they are translated into any language other than French, the French version shall prevail in the event of a dispute french version shall prevail in the event of a dispute.

In the event of any dispute relating to these terms and conditions of use or to any Loan Agreement Loan Contract, either party may, at its sole discretion, before taking any legal action, submit the said dispute to a mediator by applying to the clerk's office of the competent court, under the conditions under the conditions set out in articles 830 et seq. of the French Code of Civil Procedure.

Subject to the provisions of the paragraph below, any dispute relating to the present terms and conditions of use (including any dispute concerning the validity, interpretation or termination of any contract concluded as a result of a User's acceptance of the said general terms and conditions of use) shall be subject to the exclusive jurisdiction of the Commercial Court of Vannes.

For any Party to the Agreement who has not contracted as a merchant, there is no derogation from the rules of the rules of jurisdiction of the French Code of Civil Procedure, and in particular the rules of territorial of articles 42 et seq. of the said Code, for any dispute relating to the present terms and conditions conditions of use (including any dispute concerning the validity, interpretation or termination of any contract concluded as a result of a User's acceptance of the said general conditions of use).