This Affiliation Agreement (this “Agreement”) is entered by and between Liberitfy SAS., a company incorporated under the laws of France, VAT  number FR03880473459, with its offices at 118 RUE LAURISTON, 75116, PARIS, FRANCE (the “Company”) and the Affiliate identified in Schedule A attached to this Agreement.

Whereas, the Company is operating and developing a software program of AI portfolio management; and

Whereas, the Affiliate has the knowledge, contacts and resources to promote the Company’s products and services to a variety of customers, as further detailed herein.

Now, Therefore, the parties hereby represent, warrant, undertake and agree, as follows:

1. Scope of Agreement

   1. This Agreement is intended to be a master agreement that applies to the engagement between the Company and the Affiliate hereunder. Schedule A attached hereto forms an integral part of this Agreement and contains additional terms, details, and particulars with respect to this Agreement (“Schedule A”).
   2. Schedule A shall be governed exclusively by the terms of this Agreement, whether or not this Agreement is specifically mentioned. To the extent there is any inconsistency between this Agreement and Schedule A, Schedule A will govern the engagement hereunder, unless otherwise agreed by the parties in writing. Schedule A may be amended or replaced from time to time by the mutual signatures of the authorized signatories of the Company and the Affiliate.

2. Services

   1. Affiliate shall promote sales of the Company’s products and services (the “Platform”) to Affiliate’s contacts and to potential customers, as provided hereunder.
   2. The Company shall provide the Affiliate with a suitable hyperlink, that will be displayed in the Affiliate’s system, and will enable the Affiliate to invite users to subscribe to the Platform (an “Invitee”).
   3. Unless otherwise agreed by the parties in Schedule A attached hereto, Invitee that subscribes to the Platform directly via the Affiliate’s hyperlink, which, at such time is not already in contractual relations with Company (as solely determined by the Company), and actually allocates funds for management  (as defined Schedule A attached hereto) on the Platform (“Qualified Invitee”), will entitle the Affiliate to Cash Consideration (as defined in Schedule A attached hereto). It is hereby clarified that if an Invitee is already in contractual relations with Company (as solely determined by the Company, at its sole discretion), then the Invitee will not be deemed a Qualified Invitee, and the Affiliate shall not be entitled to any compensation whatsoever in connection with sales or any other transaction made to or with such Invitee. The aforesaid shall in no way derogate from the Company’s right to engage, whether directly and/or through the assistance of third parties, in negotiations and/or any other activities with such Invitee.
   4. The Company shall have sole and absolute discretion whether or not an Invitee shall be referred as a Qualified Invitee or whether to enter into any Commercial Transaction with a Qualified Invitee, and under which terms. It is hereby further clarified that any and all engagements in connection with the Commercial Transaction, including all terms thereof, shall be concluded directly by the Company and the Qualified Invitee.
   5. The Affiliate shall only make use of general marketing materials supplied by the Company for such promotion. Company reserves the right, at its sole discretion at any time, to change its products and services.
   6. In carrying out the services rendered by Affiliate under this Agreement, Affiliate agrees that it shall not make any representation or warranty concerning the Company and/or the Platform other than those explicit representations contained in written promotional and sales material provided to Affiliate by Company or otherwise supplied in writing by Company to Affiliate expressly for such purpose.
   7. Affiliate shall (i) have no authority to undertake any obligation or commitment on behalf of or in the name of the Company, or to otherwise bind the Company in any way, and shall not represent or conduct itself as having such authority; (ii) not engage in dishonest referrals, not spam or abuse the Company brand and conduct its activities in a manner that reflects favorably on the Company; (iii) not represent itself as an agent of Company, commit Company to any contracts or incur any obligation or liability whatsoever on behalf of Company for any purpose, except as expressly permitted in these Agreement; and (iv) not use inappropriate or offensive language, defamatory content or any otherwise morally or legally objectionable content in Affiliate’s posts, ads, etc.
   8. The Affiliate shall protect, defend, compensate, indemnify and hold harmless the Company (including any subsidiaries, shareholders, officers, directors, employees, consultants) and any person acting on its behalf against and in respect of all loss, liability, damage, cost, or expense, (including reasonable legal fees and expenses) other than consequential, special or punitive damages (collectively, “Loss”), as and when incurred by them, respectively, in connection with any breach of any of the representations, warranties, or covenants of the Affiliate herein contained, including as a result of an unauthorized commitment, obligation, representation or warranty given to any Invitee on behalf of the Company.

3. Compensation

   1. In consideration for the services hereunder by the Affiliate, the Company shall pay the Affiliate the Cash Consideration as set forth in Schedule A attached hereto (the “Cash Consideration”).
   2. The Cash Consideration shall be paid to the Affiliate within thirty (30) days following the end of each calendar month, subject to Company’s receipt of a duly issued tax invoice by the Affiliate, unless otherwise agreed by the parties in writing.
   3. The compensation payable to Affiliate under this Section 3 constitutes the full and complete consideration due to the Affiliate with respect to the fulfillment of its undertakings herein, and includes full compensation and reimbursement for all obligations, expenses, charges and costs of whatever nature incurred by the Affiliate.
   4. All payments and benefits under this Agreement and Schedule A are gross amounts and inclusive of any taxes. The Affiliate shall bear and be solely responsible for the payment of any tax, levies or governmental charges applicable in connection with any compensation to be paid to it hereunder.
   5. The Company may withhold tax at source from any consideration to be paid to Affiliate hereunder as required under any applicable law.

4. Confidentiality

   1. The content of this Agreement and any and all information disclosed by the Company to Affiliate prior to or during the term of this Agreement, whether in writing, orally or in any other form, which is not in the public domain (hereinafter “Confidential Information”), shall be held by the Affiliate in absolute confidence, and Affiliate shall take all reasonable and necessary steps to prevent the disclosure and dissemination of such Confidential Information to any third party. Any disclosure of Confidential Information by Affiliate shall be subject to the prior written approval of the Company, and in any event, such disclosure shall be solely for the purpose and within the scope of performance of this Agreement. Affiliate acknowledges that it may use the Confidential Information solely for the purpose of providing the services hereunder, subject to the instructions of the Company from time to time, and only during the term of this Agreement (as detailed below). Affiliate may disclose the Confidential Information only to its employees or consultant, on a “need to know” basis, and Affiliate shall be fully responsible for any breach of this Agreement by any such employee to consultant. Affiliate will return all Confidential Information at the earlier of the termination of the Agreement or upon the request of the Company. The provisions of this Section 4 shall survive termination or expiration of this Agreement, for any reason whatsoever.

5. Proprietary Rights

   1. Affiliate acknowledges that all rights, title and interests in any intellectual property rights in and to Company’s products, materials and services, including all derivative works, inventions, ideas, insights, concepts, methods, know-how and processes concerning the same under this Agreement, including without limitations any customizations, modifications, integrations or enhancements thereto, or associated materials, are and shall at all times vest exclusively with the Company. Affiliate shall at all times use best efforts not to impair or damage the reputation or goodwill associated with the Company. Any goodwill arising in the course of this Agreement with respect to the products, services and/or marks of the Company shall accrue solely to the benefit of the Company. The provisions of this Section 5 shall survive termination or expiration of this Agreement, for any reason whatsoever.
   2. Affiliate will not copy, use, modify or distribute any Company’s intellectual property. Affiliate will not cause or permit the modification, distribution, reverse engineering, decompilation, disassembly or other translation of the Company’s intellectual property. During the term of this Agreement, Company will not alter, change or remove from the Company’s intellectual property any identification, including copyright and trademark notices, and further agrees to place all such markings on any copies thereof.

6. Term and Termination

   1. The term of this Agreement shall be one calendar year commencing on the Effective Date (as defined under Schedule A) automatically renewable for an additional one-year term unless cancelled by written notice provided by either party to the other by at least 14 (fourteen) days advance written notice.
   2. Termination of this Agreement as provided in Section 6.1 above shall neither constitute unfair termination nor entitle the Affiliate to any compensation, reimbursement or other remedy whatsoever, nor shall it release the Company from its obligation to pay any Cash Consideration payable to the Affiliate under Section 3 above, provided Affiliate’s right to such Cash Consideration arose due to a Commercial Transaction executed prior to the date of termination.

7. Limitation of Warranty

   1. The Company disclaims any and all promises, representations, and warranties, except as expressly set forth in this Agreement, with respect to any data, information, or other material furnished hereunder, including their condition, conformity to any representation or description, the existence of any latent or defects, and merchantability or fitness for a particular use.

8. Limitation of Liability

   1. Neither the Company nor any of its respective subsidiaries, shareholders, officers, directors, employees, consultants, (and any on their behalf) shall be liable under these terms for any consequential or indirect Loss, loss of profit or revenue, loss of goodwill or special, punitive or enhanced damages arising out of, or relating to, the performance of this Agreement. Other than in the event of the gross negligence, fraud or intentional, willful or reckless misconduct of Company, the aggregate combined liability of the Company arising out of, or relating to, the performance of this Agreement, whether arising out of or as a result of breach of Agreement, tort or otherwise, shall not exceed an amount equal to the total Cash Consideration paid to the Affiliate in the three months period preceding such breach of Agreement, tort or other event under which the Company may assume liability. The Affiliate acknowledges that all of the Affiliate’s rights and remedies are contained or referred to in this Agreement, and the Affiliate shall not have any other right or remedy, including a claim for innocent or negligent misrepresentation or negligent misstatement. Every term or condition implied by law in any jurisdiction in relation to the subject matter of these terms shall be excluded to the fullest extent possible, and to the extent that it is not possible to exclude any such term or condition, the Affiliate irrevocably waives any right or remedy in respect of it.

9. Publicity

   1. During the term of this Agreement, the Affiliate shall promote the Company as a collaborator with logo placement on its website, printed materials, email promotions, and use the Company’s name, trademarks and logo for its marketing purposes. Affiliate may promote the Platform only under Company’s registered trademarks, trade names, logos and other indications of source or origin as may be determined by Company from time to time in writing (“Company Trademarks”). Upon expiration or termination of this Agreement for whatever reason, the Affiliate shall immediately cease any use of Company Trademarks. The Affiliate acknowledges that all rights in and ownership of the Company Trademarks are and shall continue to be held exclusively by the Company and shall not challenge or take any action inconsistent with such exclusive rights and ownership. To remove any doubt, it is hereby clarified that nothing in this Agreement shall be construed as creating any right of the Affiliate in or with respect to the Company Trademarks, including without limitation for the use thereof, except for the Affiliate’s right to use the Company Trademarks during the term of this Agreement for the promotion of the Platform.
   2. Neither party may issue, make, or release any written, oral, electronic statement, press release, advertisement, or other statement in any medium disclosing or relating to the terms of this Agreement, or any of the transactions consummated or contemplated hereunder, including but not limited to, any transaction contemplated between the Company and a Qualified Invitee, without the other party’s prior written consent.

10. Miscellaneous

    1. The preamble to this Agreement and all Exhibits and Schedules attached hereto form an integral part hereof. The headings appearing throughout this Agreement are used for convenience of reference and are not to be used or referred to for the purpose of construing this Agreement or any provision thereof.
    2. This Agreement does not create any form of partnership, joint venture or any other similar relationship between the Affiliate and the Company. Except as otherwise provided herein, this Agreement is intended solely for the benefit of the Affiliate and the Company and is not intended to confer third-party beneficiary rights upon any other person or entity.
    3. For the avoidance of doubt, it is hereby clarified that this Agreement is a non-exclusive agreement and shall not derogate from the Company’s right to sell and/or market and/or otherwise commercially exploit the Platform by itself or through third parties.
    4. The relationship between the Affiliate and the Company is solely that of independent contractors, and neither the Affiliate nor its agents, representatives or employees shall be considered agents, representatives and/or employees of the Company and/or any on its behalf.
    5. The Affiliate represents and warrants to the Company that neither the execution nor the performance of this Agreement violates any agreement to which Affiliate is a party or by which it is bound.
    6. Affiliate may not assign and/or subcontract any of its rights or obligations hereunder.
    7. The Company reserves the right to alter the terms of this Agreement at any time. Affiliate agrees to review the latest version of the Agreement on Company’s website periodically to remain aware of any modifications to the Agreement.
    8. This Agreement supersedes any agreement(s), negotiation(s) and discussion(s) entered into or conducted by the parties hereto prior to the Effective Date.
    9. The validity, performance and construction of this Agreement shall be governed by and interpreted in accordance with the laws of France. The parties irrevocably consent to the exclusive jurisdiction of the competent courts located in the city of Paris, France, to adjudicate all disputes arising from or related to this Agreement, to the exclusion of any other court; provided, however, that Company shall retain the right to institute proceedings, including without limitation for interlocutory and/or injunctive relief, in any other jurisdiction.
    10. Any notice provided by either party pursuant to this Agreement shall be in writing and sent either (a) by internationally recognized courier to the other party’s address set forth above, or (b) by electronic mail.

Schedule A

This Schedule A is governed by that certain Affiliation Agreement. By signing this Schedule A, Affiliate affirms that it has read, understood and agrees to comply with all the terms and conditions of the Affiliation Agreement, and that the individual signing this Agreement is an authorized representative of Affiliate.