Terms and Conditions

The following terms and conditions form the agreement which will apply to the use of the FireStarter platform between FireStarter, the Client and its Users (the “Agreement”)

1 Definitions

1.1 “FireStarter” means L’eagle holding BVBA, having its registered office at Moereind 57, 2275 Lille (Antwerp), Belgium, registered with the Crossroad Bank for Enterprises under number 0695797925 and with VAT number BE0695797925. Contact information can be found on www.firestarter.app.

1.2. “Client” means the party registering for, opening and paying for the virtual Binder.

1.3. “User(s)” means the people or enterprises invited by the Client to use the Binder as notified to FireStarter in accordance with clause 3.2.1 below..

1.4 “Binder” means an online electronic virtual binder deploying FireStarter’s proprietary collaboration and blockchain solution through the use of the online platform www.firestarter.app.

1.5 “Binder Rules” means the virtual Binder rules which govern the use of the Binder, as agreed upon by the Client and its Users prior to the creation of the Binder.

1.6 “Services” means the deployment of a Binder and provision of associated document management services to the Client in accordance with this Agreement.

2 The services

2.1 FireStarter will provide the Services for the term of the Agreement.

2.2 The Parties acknowledge that the Client may nominate its advisers, bidders, investors or other relevant parties (“Nominees”) as Users and recipients of the Services on the Client’s behalf. The delivery of Services to Nominees will be treated as provision of Services to the Client and FireStarter will not have any liability towards the Nominees in respect of the Services. The Client will be responsible and liable for the actions and obligations of Nominees in respect of the Services and use of the Binder and breach by a Nominee of the terms of this Agreement or the applicable Binder Rules shall be treated as a breach of the same by the Client.

3 Responsibilities

3.1 FireStarter will:

3.1.1 Provide the Services with reasonable skill and care as are agreed between the Parties;

3.1.2 encrypt all documents using a minimum of 256-bit encryption, unless otherwise instructed by the Client, and employ such other security measures as are reasonably necessary.

3.2 The Client will (and where appropriate will procure that its Nominees to do the same):

3.2.1 provide such information and clear instructions to FireStarter as may be required;

3.2.2 comply with the Binder Rules and other access and security procedures specified by FireStarter from time to time or, if no specific procedures are specified, take all reasonable steps to maintain the security of the Binder and the documents in the Binder. The Client will use all reasonable endeavours to ensure that assigned log-in details and passwords remain personal and are not disclosed or transferred;

3.2.3 not attempt to breach or circumvent the security features of the Binder; and

3.2.4 use the Binder for lawful purposes and lawful content only.

3.3 FireStarter reserves the right to deny Users access to the Binder and the Services where a User does not comply with the terms of or requirements under this Agreement or the applicable Binder Rules or where FireStarter reasonably considers this to be necessary for the security of the Binder or the security of documents in the Binder.

4 Invoicing

4.1 The Term commences at the point of opening the Binder and continues in the event that the Term is extended pursuant to clause 6.1 of this Agreement. Opening refers to giving access to clients, not opening to bidders.

4.2 Standard pricing includes:

– Unlimited Users;

– 500 MB of data to be uploaded;

– 1 call of the uploaded data to a BTC and ETH blockchain;

– for a Term of 1 year.

4.3 Additional ‘Out of Scope’ requests, with prices available upon request, may apply to the extent that FireStarter provides services outside of those specified in clause 4.2 above, or expedited services. Such charges will always be flagged with the Client in advance, and will not be provided unless the fees applicable are approved in advance.

4.4 Rush premiums will apply if ‘Out of Scope’ requests need to be accelerated, dependent on the urgency.

4.5 All prices exclude VAT and local taxes.

5 Payment

5.1 The Client will pay the fee for the Services set out on www.firestarter.app via credit card. ‘Out of Scope’ requests can be paid via credit card or wire transfer upon receipt of a purchase order. FireStarter will issue invoices accordingly.

5.2 FireStarter may increase its fees each year from the commencement of this Agreement.

6 Term and termination

6.1 This Agreement will commence on the date of the creation of a Binder and will terminate at the earliest of (i) sealing the content of the Binder in the BT and ETH blockchain after which the zipped content of the Binder stays available for the remainder of the year since the creation of the Binder or (ii) 1 year since the creation of the Binder. Upon expiry of this Agreement, the Term shall be automatically extended for further consecutive terms of one year (“Extended Term(s)”) unless, at least two weeks prior to the end of the Term or at any time during such Extended Term, the Client gives FireStarter no less than two weeks’ written notice of termination, following which this Agreement shall terminate on the expiry of the Term or at the end of the Extended Term as applicable. In the event of an extension of the Term of this Agreement, the Parties agree to apply the fees as applicable at the time of termination.

6.2 Clauses [5, 6.3, 7, 8, 9.1, 10.1 and 11.5], will survive termination of this Agreement.

7 Intellectual property and protection of proprietary rights

7.1 The Client grants to FireStarter a licence to copy and process documents for the purposes of the provision of the Services. The Client warrants that it has the necessary rights to grant such licence and that FireStarter’s copying and processing of the documents in accordance with the Agreement will not infringe any third party rights. The Client agrees to indemnify FireStarter for all liabilities and costs resulting from breach of this warranty.

7.2 The Client guarantees for itself and warrants for its Users:

– No Reverse Engineering. Clients or Users shall not reverse engineer, reverse compile, disassemble or otherwise attempt to derive the source code to any FireStarter functionalities, in particular (i) making available virtual data rooms or (ii) sealing the content of such virtual data room in a blockchain in order to create an immutable version of the content of the virtual data room in whatever form;

– Non-Competition. Clients and Users covenant and agree that, during the Term of the Agreement and for thirty six (36) months after the termination thereof, regardless of the reason for the termination, they will not, directly or indirectly, anywhere in the territory where FireStarter has Clients at the time of the creation of the Binder, compete with the services provided by FireStarter, in particular (i) making available virtual data rooms or (ii) sealing the content of such virtual data room in a blockchain in order to create an immutable version of the content of the virtual data room in whatever form.

7.3 FireStarter grants to the Client a licence (with the right to sub-licence to Nominees) to allow Users to access the Binder via a web browser for the sole purpose of making use of the Services.

8 Liability

8.1 The Client acknowledges that given the nature of the Internet and the technology involved in the Binder and Services, FireStarter cannot guarantee that the Services will be uninterrupted or error-free or free from viruses and similar defects.

8.2 The Client acknowledges that security levels offered in connection with the Services are subject to the limitations of relevant software and the guarantees offered by the publishers of such software. In respect of the distribution format, FireStarter offers only the security levels cited for Microsoft Office and Adobe Acrobat pdf files. No security is offered for other formats of electronic files which may be added to the Binder.

8.3 Subject to the provisions of clause 8.6, in no event will FireStarter be liable for any direct damage, loss or expenses arising from loss of customers or investors, loss of business, loss of revenue, loss of goodwill, or loss of profits or anticipated profits.

8.4 Subject to clause 8.6, in no event will FireStarter be liable for any consequential, incidental, indirect, special or punitive damage, loss or expenses, including, but not limited to those arising from business interruption, loss of customers or investors, loss of business, loss of revenue, loss of goodwill, loss of profits or anticipated profits, loss of savings, or loss of data, even if it has been advised of their possible existence.

8.5 Subject to the remainder of this clause 8.5, FireStarter may be liable for direct losses incurred by the Client which are not excluded under clause 8.3. Subject to clause 8.6, the Parties agree that FireStarter’s total liability under this Agreement (including for the avoidance of doubt any liability arising in connection with the proposal document and the further terms on the website) with respect to any event or series of events, whether as result of breach of contract, tort, negligence or otherwise, will not exceed the amount of fees received by FireStarter under this Agreement.

8.6 Nothing in this Agreement will operate to exclude or restrict either Party’s liability for death, personal injury, fraud, deceit, unlawful intent or gross negligence.

8.7 FireStarter will not be liable for any damage, loss or expenses to the extent these are caused by the acts or omissions of the Client or its Nominees or any breach of the Client’s obligations under this Agreement, including any failure by the same to observe FireStarter’s rules or directions as to use of the Binder.

9 Confidentiality

9.1 Each Party agrees that except as permitted under this Agreement and by operation of the law, it shall keep confidential and not use or disclose to any third party any information of a confidential nature relating to the business, finance or affairs of the other Party which comes into its possession in connection with this Agreement. The Client warrants that it and its Nominees have complied with all confidentiality obligations imposed on it by third parties in relation to the information that it or its Nominees submit into the Binder.

9.2 The Parties mutually agree that to the extent that the Client transfers ownership of the information contained in the Binder to a third party, FireStarter may under a separate agreement offer services to that third party relating to such information. By offering such services or entering into a separate agreement with that third party, the Client acknowledges that FireStarter shall not be breaching its confidentiality and data protection obligations under the terms of this Agreement in relation to such information.

10 Use of data and privacy

10.1 In relation to the processing of any personal data in connection with this Agreement, each Party agrees to comply with its respective obligations under applicable data protection laws. The Client warrants that it has complied and will comply with applicable data protection laws in relation to any personal information disclosed to FireStarter in connection with the Services.

10.2 For further information regarding privacy, please consult the privacy policy which is available on www.firestarter.app.

11 General

11.1 The Client may not assign or otherwise transfer this Agreement without the prior consent of FireStarter. FireStarter may sub-contract hosting of the Binder, document processing and other services to a third party.

11.2 This Agreement and further terms and conditions at our website such as our privacy policy together form the entire agreement between the Parties with respect to the Services and supersede all previous agreements and understandings in respect of the same. The Parties agree that no statements or representations made by either Party have been relied upon by the other in agreeing to enter into this Agreement.

11.3 The Client has read and understood the terms of this Agreement including details of the Services and fees, and terms in respect of fee increases, VAT, interest, anti-bribery, termination, intellectual property licences, warranty and indemnity, relationship between the parties, full effect and performance of the Agreement, jurisdiction, amendment, disputes and third party rights clauses.

11.4 This Agreement may be executed on separate counterparts and will become effective upon the Client or Users accepting these terms before accessing the Binder.

11.5 This Agreement will be governed and construed in accordance with the laws of Belgium. Any disputes arising out of or in relation with this Agreement shall be finally settled under the CEPANI Rules of Arbitration by one arbitrators appointed in accordance with those Rules. The arbitration should necessarily be preceded by a mini-trial or a mediation attempt. The arbitral tribunal shall be composed of one arbitrator. The seat of the arbitration shall be Antwerp, Belgium. The arbitration shall be conducted in the English language. The parties expressly exclude any application for setting aside the arbitral award.

12 The original English text

In case of discrepancy between this text (if translated) and the original English text, the English version shall prevail.