Effective as of: June 30, 2023

The Intangible Capital Value (otherwise called “ICV”, “ICVapp”, “ICVapp R (Research)”, “Valuation Capital”, “we”) application, websites, and related services (collectively, the “Services” or “ICV Services”) are provided to you by ICV Agency Ltd., a limited company incorporated under the laws of England and Wales under company number 13472650 and with its registered address at Kemp House, 160 City Road, London, EC1V 2NX, UNITED KINGDOM. These Terms and Conditions (the “Terms”) remain valid in case of modification of the name of ICV Agency ltd, the change of URL and the provision of ICV Services by one of its subsidiaries or affiliates. The ICV Services are provided in accordance with the contents of these Terms and Conditions and in accordance with the ICV Privacy Policy (the “Privacy Policy”).

ICVapp is a business intelligence solution that aggregates and tracks key performance indicators of innovative companies, assesses and values their growth potential. We empower our users to optimize operational services, IP, legal and financial support, dynamic asset management, valuation and search for financing. As a result, we enhance the real potential and value of the company in a transversal way, helping to enrich its growth opportunities, to develop more efficiently and faster, saving them time.

In order to safely and responsibly manage these Services for all of our users, your use of the Services is subject to the terms and conditions defined here below. More information about the Services may be found at https://valuation.capital/

By accessing and using the Services you acknowledge that you have read, understood, and agree to be bound by these Terms and the Privacy Policy. We may modify these Terms and the Privacy Policy at any time and such modification will be effective upon posting to the Services. If you do not agree to these terms, do not access or use the Services.

If you access or use the Services on behalf of a company or other entity, you represent that you have authority to bind such entity to these Terms and that it is fully binding. In such a case, the term “you” will refer to such an entity. If you do not have authority, you may not access or use the Services. These Terms contain disclaimers of warranties and limitations on liability that may be applicable to you.

The ICV Services require data about you to be processed, including your location and cookie data. Processing of the data you share with Intangible Capital Value is essential to the Services which we provide and a necessary part of the performance of our Services.

Any request from ICV remained without opposition within three calendar days is considered as tacitly accepted by the customer.

You agree that no joint venture or partnership exists between you and ICV as a result of the Terms or your use of the Services. The failure of ICV to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.

This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts. In the event that any dispute cannot be settled, then court or arbitration proceedings shall be held in England, UK. This agreement was written in English, and this English version controls over any translation.

Intangible Capital Value may transfer its rights under these Terms where it reasonably believes that your rights will not be affected. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these terms and conditions, and no third party will have any right to enforce or rely on any provision of these terms and conditions.

You may not transfer any of your rights under these Terms to any other person.

1. Registration and security

To register or sign up to create an account with ICVapp, you agree to: (a) provide true, accurate, current and complete information about yourself (“User Data”) and (b) maintain and promptly update the User Data. You agree that ICV may use your User Data to provide Services that you access or use and as otherwise set forth in these Terms. If you provide any User Data that is inaccurate or not current, or ICV has reasonable grounds to suspect that such User Data is inaccurate or not current, ICV has the right to suspend or terminate your account and refuse current or future use of the Services.

ICV Services store and process the personal data that you have provided to us, in order to provide the Service. It is the responsibility of the User to keep your devices and access to the Services secure. You are solely responsible for maintaining the confidentiality of the password associated with your account and for restricting access to your password, your computer and any mobile devices while logged into the Services. You accept responsibility for all activities that occur under your account or from your computer and mobile devices.

We endeavour to use reasonable security measures to protect against unauthorised access to your account. We cannot, however, guarantee the absolute security of your account, your Content (as defined below) or the personal information you provide, and we cannot promise that our security measures will prevent third-party unauthorised “hackers” from illegally accessing the Services or its contents. You agree to immediately notify ICV of any unauthorised use of your account or password, or any other breach of security, and confirm that you understand all risks of unauthorised access to User Data and any other information or content you provide to ICV.

2. User Accounts and Users Conduct

You own the information, data, text, software, sound, photographs, graphics, video, messages, posts, tags, or other materials you make available in connection with the Services (“Content”), whether publicly posted, or privately transmitted. You grant ICV a non- exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, modify, adapt, translate, create derivative works from, and display any Content and any name, username or likeness that you post on or in connection with the Services. This license ends when you delete your Content or your account.

You understand that you, and not ICV, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Services. ICV does not proactively and routinely screen or monitor the Content posted to the Services by others and, as such, does not guarantee the accuracy, integrity or quality of such Content. ICV may, in its sole discretion, screen, monitor, refuse or remove any Content, or remove any Content that violates the Terms, or is otherwise objectionable. Under no circumstances will ICV be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content made available on the Services. You agree to bear all risks associated with the use of any Content available in connection with the Services, including any reliance on the accuracy, completeness, or usefulness of such Content.

You agree that ICV is not responsible for, and does not endorse, Content posted on the Services. Your Content will not be subject to any obligation of confidence on the part of ICV other than as set forth in our Privacy Policy and ICV will not be liable for any use or disclosure of any Content you provide.

Please review our Privacy Policy for more information on how to manage your privacy controls.

You give ICV permission to use your profile name, profile photo, and information about your activities and actions you have taken, including your use of third party products, services, or devices, in ads, offers and other commercial contexts on the ICV service without compensation to you.

The Services are for your commercial use. You may modify, copy, distribute, transmit, display, perform, reproduce, publish, create derivative works from, transfer or sell for any commercial purposes any portion of the Services, use of the Services or access to Content.

You may not use the Services, or assist or encourage any other party, to engage in any of the following Prohibited Activities:

Using, copying, modifying, creating a derivative work of, reverse engineering, decompiling or otherwise attempting to extract the source code of the Services;

Publishing, transmitting, distributing or storing content, material, information or data that: (1) is illegal, obscene, defamatory, threatening, harassing, abusive, or hateful or that advocates violence; (2) is harmful to or interferes with the Services or any third party’s

networks, equipment, applications, services or websites (e.g., viruses, worms, Trojan horses, etc.); (3) infringes, dilutes, misappropriates or otherwise violates any privacy, intellectual property, publicity or other personal rights including, without limitation, copyrights, patents, trademarks, trade secrets or other proprietary information (including unauthorized use of domain names); or (4) is fraudulent or contains false, deceptive or misleading statements, claims or representations (such as “phishing”);

Attempting to disrupt, degrade, impair or violate the integrity or security of the Services or the computers, services, User Accounts or networks of any other party;

Avoiding payment of charges or fees payable by you with respect to the Services; Committing any act that may be harmful to minors;

Distributing, or disclosing any part of the Services in any medium; Using any automated system to access or overload the Services;

Using the Services for any inappropriate commercial solicitation purposes; Submitting to the Services or to ICV any illegal information or Content;

Bypassing the measures we may use to prevent or restrict access to the Services, including features that prevent or restrict use or copying of any Content;

Violating any applicable law, statute, ordinance or regulation, or encouraging any conduct that could constitute a criminal offense or give rise to civil liability;

Removing any copyright, trademark or other proprietary rights notices contained in or on the Services;

Permitting any third party to access the Services;

The Services function as a venue to connect Users with pertinent financial and non- financial corporate performance data. As a neutral facilitator, ICV is not directly involved in the actual interactions between Users of the Services and their prospective or existing customers or partners. ICV shall have no responsibility to confirm or verify the identity of Users, or the qualifications, background, or abilities of Users of the Services.

If you elect to use our features to inform your contacts about the Services or share your information with others, ICV may require you to provide contact information. ICV may contact that person or company via an email or text message.

You understand that you are responsible for any charges associated with sending communications via your device.

You represent and warrant that you are authorised to create your account, whether individually or on behalf of an organisation.

You agree to use communication methods available on the Services only to send communications and materials related to the subject matter for which ICV provided the communication method, and you further agree that all such communications by you shall be deemed your Content and shall be subject to and governed by the Terms and applicable law (including laws regulating direct marketing communications with which you will need to comply with, as applicable).

3. Payments, Cancellations, and Trials

In order to access certain functionality of the Services, you may be required to pay fees as a continuous subscription or a one-time fee.

All ICV customers have these Terms of Services applied and validated by tacit acceptance on the invoice and making the first payment.

To make a payment to ICV you must provide information about your payment method (e.g., bank account details, credit card, online payment service) (the “Payment Method”). If you provide your payment information, you authorise ICV, and certain third party service providers, payment card networks and payment processors to receive, store and encrypt your payment information.

You may change or update your information on the Payment Method by contacting us at customer@valuation.capital.

No refunds or credits will be provided by ICV, other than as set forth in these Terms. If your payment provider determines that there are fraudulent charges on your account resulting from use of your Payment Method at the Services, please contact us immediately via customer@valuation.capital.

ICVapp fees, along with any required taxes, shall be paid on a monthly basis, and are payable in advance. If you upgrade your subscription or add new categories of service to your account, such changes may result in new billing. ICV reserves the right to increase subscription rates and any associated taxes at any time upon reasonable advance notice.

ICVapp subscription fees will be billed automatically at the start of the monthly period. These fees will auto-renew until your ICVapp subscription is downgraded or terminated. Your subscription fee will be the same as your current agreed fee unless you are otherwise notified in advance. You may cancel your subscription at any time, as described below.

You may downgrade or cancel any ICVapp subscription by contacting us at customer@valuation.capital.

Cancellation of a subscription will take effect:

• during your first 6-month subscription period, the subscription will terminate at the end of the 6th month, provided that 2 months notice has been given;
• in subsequent subscription periods, the subscription will be terminated 2 months after the last day of the current month, provided that 2 months notice has been given.
• In the event that you have called on an expert or requested a report or the preparation of a financing file: the period is doubled from the date of the launch of the search for an expert or the drafting of a file the commitment period doubles to 12 rolling months and the notice period remains at 2 months.

When your paid subscription ends, your account will be suspended. You can renew your subscription at any time without the need to register a new account.

In certain cases, ICVapp subscription may begin with a free trial. The free trial period for any subscription will last for the period of time specified when you signed up, and may not be combined with certain other offers.

If you wish to obtain a duplicate of your invoice(s), you must follow the following procedure: send the numbers and dates of the invoices, make a declaration by the manager of non-duplicate, pay 10 euros per invoice requested and receive a duplicate with the same titled, the same date and the same number with traceability. You will also need to send an official document for the VAT number and a register extract as well as the number of your accountant less than 3 months old.

4. Third Parties

Third party services made available on the Services are made and offered directly by the applicable third party, and by using these services, you acknowledge that you are contracting directly with such third party and not with ICV.

You are not obligated to use or transact business with any third party that appears on the Services. You agree that ICV shall not be liable for any loss or damages of any kind incurred by you as the result of your dealings with third party service providers or advertisers available through the services.

ICV or third parties provide links to other internet sites or resources through the Services. ICV does not endorse and is not responsible or liable for any content, information, advertising, products or other materials on or available from such sites or resources.

5. IP Plan

The client mandates without reservation and immediately to ICV agency Ltd to carry out on my on behalf of the necessary steps for the filing and protection of the company’s innovations.

The agent is authorized to take all necessary steps with the competent authorities for the filing and protection of patents, trademarks , designs and models , business secrets in accordance with DIRECTIVE (EU) 2016/943 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of June 8, 2016, and any other intellectual property rights relating to the company’s innovations. The deposit is made in the name of the client or of ICV according to the procedure defined by our departments . The client undertakes to designate the inventor (s) and ICV reserves the right to carry the innovation.

6. Proprietary Rights

You acknowledge and agree that the Services, any necessary software used in connection with the Services, any aggregated data based on Content on the Services, and any Content available or made available on the Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You agree not to modify, rent, lease, loan, or sell, distribute or create derivative works based on the Services, the software or Content available on the Services, in whole or in part.

The term ‘ICV’ and the ICV logo are the exclusive trademarks, and you may not use or display such trademarks in any manner without the written permission of ICV Agency ltd. Any third party trademarks or service marks displayed on the Services are the property of their respective owners.

valuation.capital website are permitted to link to the home page of the site, but only on the condition that the link opens in a new window. It is forbidden to create a link to a sub-page of the site (“deep link”) or to open the site in a frame (“framing”). The express and prior authorization of ICV agency is required for any creation of a link to the site. The express and prior authorization of ICV agency is required for any creation of a link to the site in order to protect the intellectual property rights of ICV agency .

 

7. Disclaimer of Warranties and Liability

The Information, Software, Products, Services and Content available through the Services are provided to you “as is” and without warranty.

ICV and its subsidiaries, affiliates, officers, employees, agents, partners and licensors hereby disclaim all warranties with regard to such information, software, products, services and content, including, without limitation, all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. ICV and its subsidiaries, affiliates, officers, employees, agents, partners and licensors make no warranty that: (a) the Service will meet your requirements; (b) your Content will be available or the

Service will be uninterrupted, timely, secure or error-free; (c) the results that may be obtained from the use of the Service will be accurate or reliable; (d) the quality of any Products, Services, Information or other material purchased or obtained by you through the Service will meet your expectations; and (e) any errors in the Services will be corrected.

You expressly agree to release ICV, its subsidiaries, affiliates, officers, agents, representatives, employees, partners and licensors (the “Released Parties”) from any and all liability in connection with your business activities and/or use of the ICV website, Content, Services or Products, and promise not to sue the released parties for any claims, actions, injuries, damages, or losses associated with such use. You also agree that in no event shall the Released Parties be liable to you or any third party for any direct, indirect, punitive, incidental, special or consequential damages arising out of or in any way connected with (a) your use or misuse of the Services, (b) your dealings with third-party service providers or advertisers available through the services, (c) any delay or inability to use the Services experienced by you, or (d) any Information, Software, Products, Services or Content obtained through the services, whether based on contract, tort, strict liability or otherwise, even if ICV has been advised of the possibility of damages.

In the event that certain jurisdictions do not allow some or all of the exclusions or limitations of liability above, such as exclusions for consequential or incidental damages, some of the above limitations or exclusions may not apply to you. In entering into this release, you acknowledge that you have read and understand and hereby expressly waive the benefits of any similar law of any country, state, or territory.

ICV specifically disclaims any responsibility or liability to any person or entity for any loss, damage (whether actual, consequential, indirect, punitive or otherwise), injury, claim, liability or other cause of any kind or character based upon or resulting from any Content on the Services.

ICV disclaims any responsibility or liability to any person or entity for disruptions or shutdown of ICVapp web tools, due to malfunctioning of service providers or for reasons beyond its control. ICV undertakes to resolve the technical problem as soon as possible and within a reasonable time, and meanwhile to offer an alternative web tool or the paper version of the ICVapp customer dashboard.

The choice and replacement of the hosting provider remains at the discretion of ICV without affecting the Terms of services.

ICV Agency Ltd.’s maximum aggregate liability to you pursuant to these terms shall not exceed the amount of subscription fees paid by you to ICV in the 3-months period prior to the date of claim. ICV Agency Ltd.’s liability may not be engaged et reimbursement may not be obtained for all accompanying services as rendered : audits, reports, facilities, assistance, advice, etc.

You agree to indemnify and hold ICV and its subsidiaries, affiliates, officers, agents, representatives, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content you submit, post, transmit or otherwise seek to make available through the Services, your

use of the Services, your violation of the Terms, your violation of any data protection or privacy laws, or your violation of any rights of another person or entity.

8. Termination

You agree that ICV may, under certain serious circumstances and without prior notice, immediately terminate your account and/or access to the Services. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the Terms or other incorporated agreements, policies or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you, (d) discontinuance or material modification to the Services, (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, and/or (g) the nonpayment of any fees owed by you in connection with the Services. Termination of your account may include (x) removal of access to all offerings within the Services, (y) deletion of your information, files and Content associated with your account, and (z) prevention of further use of the Services.

You agree that all terminations for cause shall be made in ICV’s sole discretion, and that ICV shall not be liable to you or any third party for any termination of your account or access to the Services. The following Sections shall survive termination of your account and/or the Terms: User Content submitted to the Services, Proprietary Rights, any feedback provided, and Disclaimer of Warranties and Liability.

9. Support and Questions

To raise any questions regarding the Services and these Terms, please contact us at customer@valuation.capital.

10. Contact information

ICV Agency Ltd.
Company Number: 13472650
Kemp House, 160 City Road, London, EC1V 2NX, UK

© 2022 ICV Agency Ltd.
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