Terms and conditions

Preamble

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The mission of Blast.club is to enable individuals or legal entities to become members of its private investors' club in order to enable them to indirectly subscribe to securities issued by companies looking for capital.

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‍Blast.Club will pre-select investment opportunities, publish them on its website, make its collection and subscription services available to Startups and provide its subscribing members with information enabling them to make their investment decision. Blast.club will then keep members who have actually subscribed regularly informed about the situation of the companies in which they have invested.

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Blast.club operates within its scope of approval as a Participatory Financing Service Provider approved by the Autorité des Marches Financiers under the number FR 2023-12 and also offers offers securities proposed by companies controlled by Blast or its main associates (Blast's actions being strictly pursuant to Article L. 531-2 of the Monetary and Financial Code). The “ECSP”  Terms and Conditions and the “OPTF” Terms and Conditions are described below.
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Blast. Club ECSP Terms & Conditions

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Article 1 • Definitions

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“Algorithm” refers to the mathematical formula for determining the share of investment allocated to a Member who has expressed an intent during the Intent Period when the intents marked by all Members during the Intent Period exceed the maximum amount to be invested in the SPV dedicated to taking a stake in a Startup. The functioning of the Algorithm is further described in the article” How are fundraising allocations defined? ”.

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“PSP Bank” refers to LEMONWAY, a simplified joint stock company whose head office is located at 8, rue du Sentier, 75002 Paris, registered in the Paris Trade and Companies Register under number 500 486 915, of which Blast Club is an agent or any other payment service provider under article L. 314-1 of the Monetary and Financial Code, and which is the bank in charge of receiving the Subscribed Amounts.

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“Blast Club” refers to Blast, a simplified joint stock company with a capital of €1,000, whose head office is located at 231, rue Saint Honoré, 75001 Paris and registered with the Paris Trade and Companies Register under number 915 236 640, a participatory financing service provider approved by the Autorité des Marches Financiers under number FR 2023-12 and a payment services agent registered with the register of financial agents under number 730073.

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“Priority voucher (s)” refers to the right, available to certain Members depending on the formula selected (more fully described in article 5.1) or following additional purchase from the store available online (whose operation is more fully described in article 5.4), to be certain of being able to participate in an investment opportunity up to the desired intent even if the intents expressed for all Members during the Intent Period exceed the maximum amount to be invested in the SPV dedicated to the acquisition of a stake in a Startup. This point is mitigated in the very rare cases where priority vouchers alone would exceed the category threshold. In these cases, they are sure to participate but with a restricted allocation.

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“Terms and Conditions” refers to these general terms and conditions of use.

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“KIIS” refers to the Key Investment Information Sheet, as referred to in Article 23 and Annex I of European Regulation 2020/1503.

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“Participatory Capital Financing” refers to a financial operation to increase capital in order to provide financing for a growing company.

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“Internet user” refers to any person browsing the Site without having completed the process of requesting access to the Services. To avoid any ambiguity, the Internet user is not a Member.

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“Marketplace” refers to the marketplace set up by Blast Club in which Members can formulate sales announcements and purchase announcements of SPV financial securities. It is specified (i) that the Marketplace is not a trading platform in accordance with the Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 and as such, does not consist of an internal matching system executing orders multilaterally and (ii) that the Marketplace is a bulletin board under article 25 of the Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020.

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“Member” refers to the natural or legal person (i) who has completed the process of requesting access to the relevant Service(s) , whose request has been validated by Blast Club, allowing him/her to use the Service(s) and to have access to restricted pages and (ii) who wishes to use all or part of the Services.

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“Subscribed amount” refers to the amount paid by a Subscriber as part of a Participatory Financing Offer.

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“Participatory Financing Offer” refers to the participatory financing offer presented by a Startup.

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“Subscription Period” refers to the Subscription phase during which the Member who has indicated an intent during the Intent Period must effectively subscribe for the financial securities of the SPV in question and release his/her Subscription, in particular through the PSP Bank, as described in Article 4.2.

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“Intent Period” refers to the intent phase during which each Member may indicate an intent to subscribe for financial securities of the SPV in question, as described in Article 4.2.

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“Risk Questionnaire” refers to the standard model of warnings and questions relating to the risks inherent in Participatory Financing Offers that all Internet Users must answer in order to obtain Member status.

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“Services” refers to all the services offered by Blast Club and described in Article 4.

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“Website” refers to the Blast Club website accessible at the following address: https://blast.club/

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“Subscriber” refers to any Member who makes a Subscription and pays the corresponding Subscribed Amount.

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“Subscription” refers to the commitment made by a Subscriber to participate in a Participatory Financing Offer.

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“SPV” refers to the investment vehicle intended to bring together Subscribers and to allow Startups to simplify the management of their shareholding by having only one contact person representing the interests of all Subscribers.

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“Startups” refers to companies seeking Participatory Capital Financing presented on the website.

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1. Acceptance of the Terms and Conditions

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By browsing the Website, the Internet user accepts the Terms and Conditions without reservation. In the absence of acceptance of the Terms and Conditions, the Internet User understands that he/she must not use the Website in any way whatsoever.

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These Terms and Conditions shall be deemed to be those applicable at the time of their acceptance, whether tacit or express.

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The Terms and Conditions apply without a time limit subject to Article 11, throughout the duration of browsing the Website, and in the case of a Member, for the duration of use of the personal space and until new conditions replace these terms and conditions or termination pronounced under Article 11.

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2. Right to access the Services

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Blast Club is obliged to restrict access to certain information presented on the Website, in particular the detailed presentation of the various Participatory Financing Offers. This information appears on Internet pages, known as“restricted access” pages, to which only Members and Subscribers have access.

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To become a Member, the Internet user must (cumulatively and without possible derogation):

• have been selected and validated by Blast Club,
• create a personal account on the Website,
• acquire and pay the right to access the Services corresponding to the selected formula (more fully described in article 5.1),
• fill in the various fields on the form for requesting access to the Services on the Website and
• confirm its acceptance of the Terms and Conditions.

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The request for access to Services is effective only after satisfaction of all the conditions mentioned above and acceptance of the profile by the Blast Club team. Blast Club reserves the right to accept or refuse any request for access to Services, without any obligation to justify its decision or any compensation.

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By completing the form to request access to the Services, the Member guarantees to Blast Club that he/she has provided accurate, true, current and complete information concerning his/her identity, contact details and all additional information requested.

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In particular, the Member is invited to provide an email address that will be used for:

• the entire Member identification process (in particular, to access the Member's personal account),

• confirmation of the transactions carried out by the Member on his/her personal account,
• the communication to Members of any information concerning their personal account, and
• all information relating to the use of the Services available on the Website.

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Should the Member wish to modify his/her means of identification, he/she simply needs to go to the Website and modify his/her settings in the “My Account” section or to contact Blast Club by email at the following email address: support-membre@blast.club

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Insofar as his/her means of identification have come into the hands of third parties through his/her fault, the Member will be solely responsible for any resulting use of these means of identification and Services.

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The Member undertakes to keep the information provided to Blast Club in connection with the use of the Website constantly up to date by informing Blast Club via email of any changes that may affect his/her statements to the following email address: support-membre@blast.club

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3. Access to the Website

Internet users will be able to consult the following on the public pages of the Website:

• the Terms and Conditions,
• legal notices,
• the confidentiality policy,
• the risks associated with investing on the Website,
• the page explaining the claims process,
• the link to the terms and conditions of PSP Bank,
• the remuneration (fees) received by Blast Club,
• the presentation of Blast Club, its functioning and its selection policy, as well as the indication of its contact details and its approval number with the Autorité des Marches Financiers.

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All the information presenting the Participatory Financing Offers and access to the personal space and to the restricted access pages of the Website are exclusively reserved for Members.

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To become a Member, the Internet user, legal or natural person, who has previously paid the right to access the Services corresponding to the selected formula (more fully described in article 5.1), must request it on the Website by carrying out each of the following steps:

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1. Complete a questionnaire allowing Blast Club to verify the adequacy of the Member's profile with the type of risk presented by the Participatory Financing Offers and the Services offered. The suitability test will be renewed every year or before this deadline if Blast Club is informed by the Member of a change concerning, as the case may be, his/her family situation, asset situation, financial situation or investment objectives, and whenever these changes would be such as to significantly alter the results of his/her last suitability test;

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2. Disclose additional information about his/her identity (e.g. date of birth, address, tax residence, SIRENE number, etc.); and

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3. Communicate in an electronic version (via the Website interface) the supporting documents requested on the Website, namely: (i) for a natural person: copy of a valid identity document, and (ii) for a legal entity: Kbis extract less than three (3) months old, certified status of conformity, copy of a valid identity document of the legal representative, declaration of beneficial owners.

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Once this information has been collected, Blast Club will:

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• carry out the usual checks relating to the Member identification; and

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• validate the suitability of the Member's profile with the Participatory Financing Offers and the Services offered.

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When all of the above steps have been completed by the Member and validated by Blast Club, the latter notifies the Member of confirmation or denial of obtaining Member status. This notification takes place, as far as possible, within twenty-four (24) working hours from the day on which all the information listed above has been communicated on the Website.

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The Member is solely responsible for any use that may be made of his/her private access (login and password), and is the sole guarantor of its security, as well as any use of his/her account.

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The Member undertakes to inform Blast Club immediately of any unauthorized use of his/her account and of any breach of the confidentiality and security of his/her means of identification, by email to the following email address: support-membre@blast.club

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If Blast Club has legitimate reasons to believe that the security of the Website is compromised or that it is being misused due to unauthorized use of the Member's identification means, it may temporarily suspend the account in order to preserve the integrity of the Website and data, in particular, and, if this seems appropriate, require the modification of these means of identification.

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The Member acknowledges that he/she has the skills and means necessary to access and use the Website.

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4. Description of the Services

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The Services offered to Members are as follows:

• Access Startup profiles (hereinafter "Service 1 ”);
• Invest in an SPV dedicated to taking a stake in a Startup (hereinafter ” Service 2 ”);
• Access the Marketplace, which facilitates the resale of shares (hereinafter ” Service 3 ”);
• Access the events organized by Blast Club (hereinafter ” Service 4 ”).

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Blast Club offers its Members access to economic and financial information published on its Website concerning Startups wishing to raise funds and who, in this context, wish to offer investors the opportunity to participate in this fundraising, by making an investment, generally as part of a capital increase, under the terms and conditions described below. All of this information can be found in the KIIS that can be consulted for each Participatory Financing Offer present on the Website.

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4.1 Service 1: Startup Presentation Service

4.1.1 Overview of Service 1

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Blast Club provides a Service that consists in presenting to Members on its Website general information on Startups wishing to raise funds.

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To present a Startup on its Website, Blast Club enters into a service agreement with each Startup that specifies the terms and conditions for presenting the Startup and its Participatory Financing Offer to Members.

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Blast Club carries out a preliminary study and analysis of each Startup and its Participatory Financing Offer.

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4.1.2 Absence of financial investment advice

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Members are informed that Service 1, as referred to and governed herein, is defined solely as an activity of providing general information about the Startup.

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Therefore, under no circumstances may a Member consider that Service 1 provided by Blast Club can be assimilated in any way to a financial investment advisory service under Article L. 321-1 and D. 321-1 of the French Monetary and Financial Code. In this respect, by registering, Members acknowledge and accept that:

1. the Service 1 provided does not constitute a financial investment advisory activity, as governed by the provisions of the Monetary and Financial Code;
2. Members' access to Service 1 in no way constitutes a personalized investment recommendation; and
3. Blast Club will not provide any advice to Members and will not monitor any investments made by Members through Service 1.

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Throughout the Member's browsing on the Website, Blast Club informs that investing involves risks of total or partial loss of the capital invested and illiquidity.

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It is up to each Member, when considering making an investment in a Startup presented on the Website, to ensure, by means of his/her own due diligence, studies and analyses and, where applicable, those of informed and competent professionals, that this investment is part of his/her investment strategy and corresponds to his/her personal, financial, asset and tax situation.

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It is therefore recommended that each Member, in addition to the tests carried out on the Website, carry out a precise and detailed analysis for each investment envisaged in a Startup:

1. of his/her financial capacity to bear the economic risk of the planned investment,
2. that he/she has sufficient means to meet his/her current and future needs and those of his/her family and loved ones and
3. has no need for liquidity in relation to the planned investment.

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4.1.3 Knowledge of the general principles of  asset management

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The Member expressly declares to know and apply the essential asset management rules concerning investment in the capital of unlisted companies, including in particular the following principles:

• Do not invest more than 5 to 10% of your non-real estate assets in this asset class,
• Do not invest savings that may be necessary in the short or medium term,
• Diversify your investments as much as possible within this asset class, so that each investment never represents more than 10% of the invested portfolio and
• The return on investment depends on the success of the funded project.

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These general points are provided for information purposes, and compliance with them does not imply any obligation on the part of Blast Club.

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4.1.4 Anti-money laundering — KYC

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As Service 1 offered by Blast Club is limited to a presentation of Startups and their Participatory Financing Offer to Members, Members are informed that Blast Club is not a financial intermediary legally required to comply with regulations relating to the fight against money laundering and the financing of terrorism and tax fraud.

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However, Blast Club reserves the right to ask any Member, when requesting access to the Services or later, for information concerning him/her required by the regulations relating to the fight against money laundering and the financing of terrorism and tax fraud.

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To this end, Blast Club reserves the right to request the production of the following documents:

• copy of a valid identity document;
• copy of a proof of address less than three (3) months old;
• form on the origin of income and assets;
• If a legal entity
  • kbis extract less than three (3) months old,
  • copy of latest financial statements,
    
  • list of beneficial owners.

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4.2 Service 2: Investing in an SPV dedicated to acquiring a stake in a Startup

Subscriptions are made via SPVs created by Blast Club. The Blast Club team is in charge of legally creating the SPV so that Members can participate in it. It is then this same SPV created for the occasion that takes the stake in the Startup.

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Service 2 will take place in two (2) phases: an intent phase during which each Member may indicate an intent to subscribe to financial securities of the SPV dedicated to taking a stake in a Startup (the” Intent Period ”) and a Subscription phase during which the Member who has indicated an intent during the Intent Period must effectively subscribe to the financial securities of the SPV dedicated to taking a stake in a Startup and release his/her Subscription, in particular through the intermediary of PSP Bank (the” Subscription period ”).

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In the event that at the end of the Intent Period, the intents expressed by all Members exceed the maximum amount to be invested in the SPV dedicated to taking a stake in a Startup, Blast Club will select the Members who can participate in the Participatory Financing Offer using the Algorithm.

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In addition, members with an intent at the end of the Intent Period who did not actually subscribe to the financial securities of the SPV dedicated to taking a stake in a Startup and release their Subscription, in particular through the PSP Bank within eight (8) calendar days following the start of the Subscription Period, may be excluded from the Participatory Financing Offer and the investment fees provided for in Article 5.2 will remain due to Blast Club.

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It is specified that Subscribers who are said to be “uninformed” at the end of the Risk Questionnaire will benefit from a period of reflection during which they can, at any time, revoke their investment offer or their expression of interest in the Participatory Financing Offer without giving any reason and without incurring any penalty. The cooling-off period starts when the uninformed Potential Subscriber makes an investment offer or indicates an expression of interest and expires after four (4) calendar days from that moment.

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PSP Bank will create a payment account called a “wallet” to be funded by Members by bank card, transfer or direct debit in order to validly indicate an intent to subscribe to SPV financial securities dedicated to taking a stake in a Startup. In case of Subscription, the Subscriber's Subscribed Amount will be directly withdrawn from his/her wallet. Thus, before making a Subscription, the Member must therefore ensure that he/she has the money available on his/her wallet.

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During the Subscription Period, the funds will be placed on a restricted and secure payment account hosted at PSP Bank and not accessible by the Startup, by the SPV or even by Blast Club.

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4.3 Service 3: Access the Marketplace

Blast Club has set up the Marketplace within which Members can announce the sale or purchase of all or some of the financial securities of the SPV dedicated to taking a stake in Startups that were initially offered via the Website.

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It is recalled, as necessary, that the Marketplace is not a trading platform in accordance with the Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 and as such, does not consist of an internal matching system executing orders multilaterally.

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Any purchase or sale activity on the Marketplace is carried out at the discretion of each Member and under his/her sole responsibility.

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Announcements of sale on the Marketplace are not equivalent to placing an order and may call into question the tax advantage that a Member would have potentially enjoyed when subscribing to the titles concerned; Blast Club assumes no responsibility and cannot be held liable for the loss of a previously obtained tax advantage.

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4.4 Service 4: Meetings between Members and Startups

In order to allow the Member to position him/herself and mark his/her intent on a Participatory Financing Offer and to subscribe to this offer, he/she will have the opportunity to access meeting and discussion times. Insofar as Blast Club provides general information and the Member remains responsible for carrying out his/her own due diligence for the purposes of the Subscription, the objective of these meetings will be to enable Members and Startups to discuss the proposed Participatory Financing Offers.

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No volume is guaranteed. If no meeting is organized, the Member will not have access to any meeting.

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This Service 4 is offered free of charge.

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5. Blast Club compensation

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The Services offered by Blast Club are of an onerous nature, with the exception of Service 4, which is offered free of charge. The pricing conditions applicable to Members are set out below.

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5.1 Right of access to Services

The term “membership” used on the Website corresponds to the right of access to the Services that a Member must pay. Registration as a Member on Blast Club is subject to a fee and valid for one (1) year. The cost of this registration is an essential prerequisite for making investments.

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Only a Member may subscribe to financial securities of the SPV dedicated to acquiring stakes in a Startup. The membership fees paid by the Member therefore depend on the investment envisaged by the Member during the period.

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These membership fees therefore constitute a connection between a Member and Startups involving financial securities and are therefore exempt from VAT.

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Thus, depending on the status of the membership, the Member will be entitled to:

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• “Bronze” status, a right to invest a maximum amount of €2,000 per Participatory Financing Offer and €10,000 in total over 1 year in return for payment of a €1,000 access fee to Services. No Priority Voucher;
• “Silver” status, a right to invest a maximum amount of €5,000 per Participatory Financing Offer and €25,000 in total over 1 year in return for payment of a €1,500 access fee to Services. No Priority Voucher;

• “Gold” status, a right to invest a maximum amount of €15,000 per Participatory Financing Offer and €50,000 in total over 1 year in return for payment of a €3,000 access fee to Services. 1 Priority Voucher;
• “Platinum” status, a right to invest a maximum amount of €30,000 per Participatory Financing Offer and €100,000 in total over 1 year in return for payment of a €5,000 access fee to Services. 2 Priority Vouchers; and
• “Diamond” status, a right to invest a maximum amount of €100,000 per Participatory Financing Offer and an unlimited amount in total over 1 year in return for payment of a €10,000 access fee to Services. 3 Priority Vouchers.

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A Member may, provided that the Blast Club selection committee has issued a favorable opinion, modify his/her status to a higher status provided that he/she has made this request within thirty (30) calendar days following the payment of his/her initial membership. As such, the Member will benefit from the higher status from the date of the favorable opinion notified by the Blast Club selection committee and payment of the amount of the right to access the Services corresponding to the new status. The amount invested under the former status will be deducted from the amount to be invested under the new status.

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For example, if a Member with “Silver” status since the 1s January and having invested under this statusan amount of €5,000 is authorized to upgrade to “Gold” status by the Blast Club selection committee on 1July, he ll have the option to invest between uly and December 31 a total amount of €45,000 (i.e. the difference between the maximum amount to invest from the “Gold” status of €50,000 minus the amount already invested under ilver” status).

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Membership payment is made exclusively by bank transfer or bank card directly on the Website, using the secure payment module, or by direct debit from the wallet opened in the PSP Bank accounts in the name of the Member. The amounts mentioned in this article are exclusive of VAT and VAT is determined in accordance with the applicable rules.

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A Member may cancel his/her membership by notifying his/her request to Blast Club during a withdrawal period fixed at fourteen (14) calendar days from the payment of his/her membership and provided that the Member has no intention of subscribing to financial securities from a SPV dedicated to taking a stake in a Startup and/or has not taken out any financial security from a SPV dedicated to taking a stake in a Startup and/or has not taken out any financial security from a SPV dedicated to taking a stake in a Startup.

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A Member also has the option of changing the status of his/her membership during the duration of the membership as follows:

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• either by choosing a lower status for a period of fourteen (14) calendar days from the date of payment of his/her membership: in this case, the Member will benefit from the reimbursement of a share of the price of his/her initial membership but will not benefit from the deferral of his/her credits or, where applicable, of the initial unused priority vouchers. The duration of the membership under this inferior status will remain that of his/her initial membership.

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For example, a Member who has held a “Gold” membership since February 10 of year N and who chooses a “Bronze” membership within 14 calendar days following the payment of his “Gold” membership (i.e. no later than February 24 of the year N), will benefit from a refund of a portion of the price of his “Gold” membership (up to 2,000€, i.e. the difference between the price of a “Gold” membership at 3,000€ and the price of a “Bronze” membership at 1,000€) and will then have 10,000 credits and no priority voucher. His/her “Bronze” membership will expire 12 months after the payment of his/her initial “Gold” membership (i.e. February 10 of year N+1);

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• either by choosing a higher status, at any time during the duration of his/her membership: in this case, the Member must pay the full price of this new membership and will not benefit from a refund of the price of his/her initial membership. However, he/she will benefit from the deferral of his/her credits and, where appropriate, his/her initial unused priority vouchers. Membership under this higher status will expire 12 months after payment for this new membership.

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For example, a Member holding a “Gold” membership since February 10 of year N who chooses a “Platinum” membership and pays the price of the “Platinum” membership on June 10 of year N, will then have 150,000 credits (the 50,000 credits of his/her “Gold” membership, provided he/she has not used them, as well as the 100,000 credits of his/her “Platinum” membership) and 3 priority vouchers (1 priority voucher from the “Gold” membership, provided that he/she did not use it, as well as 2 priority vouchers from his/her “Platinum” membership ”). His/her “Platinum” membership will expire 12 months after the payment of this new membership (i.e. June 10 of year N+1).

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At the end of the period of one (1) year (unless the Member subscribes for a new membership before the end of the initial membership period), the membership ends and the rights associated with it are stopped. The Member thus no longer has the option of investing in Participatory Financing Offers but maintains access to his/her personal space for the monitoring of Subscriptions made prior to the expiration of this period of one (1) year.

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If the membership is renewed before the end of the initial membership period, the portion of the amount to be invested in respect of his/her status that was not invested during the initial membership period will be carried over to the renewed membership period.

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For example, in the event of renewal before the end of the initial membership period of a Member who initially subscribed to a “Silver” status and who invested an amount of €5,000 during the initial membership period to

• a “Bronze” status, the Member will have the option of investing a total amount of €30,000 during the renewed membership period (€20,000 carried forward as part of the initial membership, increased by €10,000 as part of the renewed membership);
• a “Silver” status, the Member will have the option to invest a total amount of €45,000 during the renewed membership period (€20,000 carried forward as part of the initial membership, increased by €25,000 as part of the renewed membership); and
• a “Gold” status, the Member will have the option of investing a total amount of €70,000 during the renewed membership period (€20,000 carried forward as part of the initial membership, increased by €50,000 as part of the renewed membership).

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5.2 Investment costs

As part of Service 2 at the end of the Subscription Period, Blast Club receives investment fees remunerating the subscription of securities and its intermediation activity, set at between 3% and 5% of the Subscribed Amount on each investment made.

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The remuneration portion is set according to the status of the Subscriber and is degressive according to the importance of the Subscriber as shown below:

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Amount of Investment fees*

Bronze

5%

Silver

5%

Gold

4%

Platinum

4%

Diamond

3%

* as a percentage of the Subscribed Amount for each investment made under Service 2

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In addition, 5% of the Subscribed Amount as part of the investment made by the Subscriber in the SPV will be kept in said SPV and then invoiced by Blast Club as operating costs, regardless of the duration of ownership of the stake subscribed by the SPV in the Startup in question.

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5.3 Capital gains charges

Blast Club will collect:

1. on the occasion of any transfer validly carried out by a partner of an SPV under the terms of the statutes of said SPV, a commission of 20% on the gain made by the selling partner, calculated as follows: [Selling price per share net of selling transaction costs] MINUS [Acquisition price per share, excluding the price of membership in the Blast Club, excluding Blast Club membership fee, investment costs, structuring costs,  transaction costs or any other investment-related costs]. This amount will be deducted by Blast Club prior to the payment of the gain made;
2. on the occasion of any distribution or proceeds from the total or partial liquidation of an SPV to an associate of said SPV, a commission of 20% on the gain realized by the selling associate, calculated as follows: [Liquidation bonus per share] MINUS [Acquisition price per share net of buyer transaction costs, excluding Blast Club membership fee, investment costs, structuring costs, transaction costs or any other investment-related costs]. This amount will be collected by Blast Club in the form of a delegation of payment made by the associate to the SPV concerned to pay this commission to Blast Club prior to payment of the realized gain;

3.on the occasion of any reduction in the capital of an SPV following a total or partial sale of the shares held by the said SPV in the Startup, a commission of 20% on the gain realized by the selling partner, calculated as follows: [Redemption price per share] MINUS [Acquisition price per share excluding Blast Club membership fee, investment costs, structuring costs, transaction costs or any other investment-related costs]. This amount will be collected by Blast Club in the form of a payment delegation made by the associate to the SPV concerned to pay this commission to Blast Club prior to payment of the realized gain.

It is specified, as necessary, that this commission will apply to transactions made on the Marketplace.

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The amounts mentioned in this article are exclusive of VAT and VAT is determined in accordance with the applicable rules.

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5.4 Extra credits & boosters

The Member will have the possibility, through the store available on the Website, to purchase the following services, directly related to the planned investment and allowing him/her to increase his/her investment by going beyond what is allowed according to the membership formula chosen:

• Additional investment credits, starting at €350, allowing you to invest beyond the total limits set by your membership package.
• Boosters starting at €150, allowing you to invest more than the authorized limit on a given operation.
• Packs including credits and boosters, starting at €500.

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Services paid for in this way are exempt from VAT insofar as they are likely to create, modify or extinguish the rights and obligations of Members and Startups on securities.

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Payment for credits and boosters purchased from the store available on the Website is made exclusively by bank transfer or credit card directly on the Website, using the secure payment module, or by direct debit from the wallet opened in the accounts of PSP Bank in the Member's name.

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Credits and boosters purchased on the store available on the Website may be used by the Member as soon as they have been paid in full and for the remaining term of their membership. At the end of the membership period, credits and boosters purchased on the store available on the Website that have not been used will be lost as long as the membership is not renewed before the end of the initial membership period. If the membership is renewed before the end of the initial membership period, any credits and boosters purchased on the store available on the Website that have not been used will be carried over to the renewed membership period.

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A Member may cancel a purchase made on the store available on the Website by notifying his/her request to Blast Club during a withdrawal period set at fourteen (14) calendar days from the payment of this purchase and provided that the Member did not use the investment credits and/or boosters purchased on the store available on the Website.

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5.5 Information on taxation on the sale of shares and capital gains

The Subscriber acknowledges that he/she has been informed that the sale of shares in unlisted companies is subject to registration duty and that capital gains on the sale of shares are subject to taxation under conditions specific to the particular situation of each tax household.

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6. Commitments and liability of Blast Club

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Blast Club is committed to providing the Services in accordance with the Terms and Conditions. Blast Club undertakes to provide the Services diligently, it being specified that it has an obligation of means, to the exclusion of any obligation of result, which the Member expressly acknowledges and accepts.

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Blast Club does not guarantee to the Member that the Services will be completely free of errors, defects or faults or that they will be continuously available. In addition, the Services are standard and are therefore not offered for the sole purpose of a Member, according to their own personal constraints, or to specifically meet their needs and expectations.

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Blast Club cannot, under any circumstances, be held responsible for the data, information, and/or content provided by a Startup, whether or not accessible to the public, for the lack of veracity of such data, information, or content, for any errors or omissions that they may contain, as well as for any damages resulting from the use of any content, displayed or transmitted by email or in any other way, via the Website.

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Blast Club only checks the consistency of the KIIS and for this purpose relies on the assumption that the data transmitted by the Startups is accurate and complete.

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Blast Club has no general obligation to monitor the data and content provided by Members or Startups? nor any obligation to remove content that does not appear to be clearly unlawful, despite its possible reporting. However, Blast Club reserves the right to remove content issued by Members or Startups if it does not comply with the publication criteria defined by Blast Club.

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More generally, Blast Club reserves the right, at any time and without notice, to modify any information on the Website in order to update it or to correct errors or inaccuracies.

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Blast Club is not responsible for the content of third party websites to which hypertext links on the Website refer.

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Blast Club undertakes to:

(i) make every effort to ensure the security of the Website;

(ii) inform the Member of any reasonably foreseeable difficulty, in particular with regard to the implementation of the Services or the proper functioning of the Website; and

(iii) carry out regular checks in order to verify the functioning and accessibility of the Website.

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Blast Club reserves the right to modify the technical terms of access to the Services and/or the Website at any time, in particular as a result of changes in technology or its service offering. It is up to the Internet User, the Member and the Subscriber, each as far as they are concerned, to ensure that the computer or telecommunications tools or equipment they have are adapted to these developments.

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Blast Club shall not be held liable for damages resulting from the conduct of third parties, in particular contractual or criminal breaches committed by Startups (whether in the use of the amounts collected, in compliance with the rules applicable to their relationship with Subscribers as part of the Participatory Financing Offer or subsequently) or by PSP Bank.

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Blast Club has entered into an extinctive management contract with Capsens (798 709 044 R.C.S. Paris), in accordance with the provisions of articles L. 548-6 and R. 548-9 of the French Monetary and Financial Code and article 325-57 of the General Regulations of the French Financial Markets Authority (Autorité des Marchés Financiers - AMF), under which Capsens, in its capacity as agent for the payment service provider, will be responsible for managing the continuation of ongoing operations in the event of the cessation of Blast Club's activities in strict accordance with its regulated participative financing activity.

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7. Non-warranty clause

7.1  Non-guarantee of information contained on the Website

The Member expressly acknowledges and accepts that Blast Club does not guarantee any information on the financial transactions presented on the Website. All information is presented by the Startup and is its sole responsibility. The data is based on information that is believed to be reliable, but Blast Club does not guarantee that it is accurate, complete, or valid in any way and such information should not be considered as such for any purpose. It is the responsibility of Members to gather and verify all the information they deem useful in order to make an investment decision. Blast Club only checks the consistency of the KIIS and for this purpose relies on the assumption that the data transmitted by the Startups is accurate and complete.

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All content on the Website is presented on the date indicated on the Website and “as is”. The content of the Website may be subject to delays, omissions, errors or inaccuracies.

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The posting of the valuation on the Website does not in any way constitute a guarantee of the value of the company and it is up to the Members to gather all the information they consider necessary to make a judgment on the proposed valuation and determine the opportunity for an investment.

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The Member acknowledges having been warned that, unless otherwise stated, the Participatory Financing Offers offered on the Website do not give rise to an information document subject to the approval of the Autorité des Marches Financiers.

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The Member expressly acknowledges that no advice or information, whether oral or written, obtained by the Member from Blast Club or during the use of the Website is likely to create guarantees or obligations not expressly provided for in these Terms and Conditions.

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7.2 No guarantee of investments made through the Website

The Member expressly acknowledges that he/she is fully aware that:

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1. any investment in the capital of Startups and any acquisition of financial securities of SPV on the Marketplace present a high risk of losing all the capital invested and/or the purchase price paid and of total absence of liquidity at the end of the desired investment or acquisition period; and
2. the participatory financing services offered on the Marketplace are not covered by the deposit guarantee scheme established in accordance with Directive 2014/49/EU and the securities acquired through the Marketplace are not covered by the investor compensation system established in accordance with Directive 97/9/EC.

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The Member has exclusive control over the management of his/her assets and retains full and complete responsibility for his/her investments. It is up to him/her to determine his/her investments and holdings carefully taking into account his/her personal, family, financial and tax situation.

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The Member acknowledges that any investment made and discovered on Blast Club presents significant risks to his/her assets, as mentioned above, and declares to accept them unreservedly for each of the investments he/she makes through the Website.

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The Member expressly and irrevocably undertakes to refrain from investing in financial products presented on the Website, in the event that (i) the Member considers that the information at his/her disposal is not sufficient to fully appreciate the investment opportunity, (ii) the Member considers that his/her understanding of the financial product offered and the associated risks is insufficient, (iii) his/her personal, family, financial, tax situation does not allow him/her to invest serenely with regard to the risks presented by the financial product in which he/she plans to invest.

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In any case, Blast Club can in no way be held responsible for an inappropriate investment and Blast Club declines all responsibility for the consequences of any kind, in particular financial, legal and fiscal, of the subscription of financial securities.

8. Members' commitment and responsibility

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Compliance with applicable regulations. The Member declares to comply strictly with all legal, regulatory and administrative provisions applicable to him/her, the violation of which could affect his/her ability to commit him/herself within the framework of the Services.

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Accuracy of the information provided. The Member undertakes to provide Blast Club with all the information and/or documents necessary for the proper execution of these terms and conditions for the provision of the Services and more generally, to cooperate actively with Blast Club in order to ensure the proper execution of these terms and conditions. If the Member does not comply with this obligation, Blast Club reserves the right to suspend the Services until the required information or documents are obtained. The Member guarantees to Blast Club that all information and documents that he/she provides to Blast Club are accurate, up to date and truthful on the day they are communicated to Blast Club and are not deceptive or misleading. If the information and/or documents provided become inaccurate or obsolete during the duration of the Terms and Conditions, the Member undertakes to update them and/or to transmit an updated version of the documents concerned on the Website as soon as possible. More generally, it is up to the Member to formally notify Blast Club of any change in information concerning him/her. Blast Club is not responsible for any damage that may result from an inaccuracy or change that it has not been notified of.

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Protection of personal access codes. The passwords and identifiers allowing access to the Member's personal account are personal, the Member undertakes not to disclose them and to protect their confidentiality. As such, the Member is solely responsible for their use and any use of the Website by a third party with a Member's identifiers is deemed to be made under his/her responsibility and with his/her agreement.

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Personal use of the Website and Services. The Member undertakes to make strictly personal use of the Website and Services and not to allow any third party to use them in his/her place or for his/her own account, unless he/she bears full responsibility for them. The Member understands and agrees that Blast Club assumes that the person using(unless the Member gives Blast Club prior notice to the contrary) the Website and the Services in the name and on behalf of the Member has the powers and authority required to do so. The Member undertakes, if an event leading to the use of the website by a third party or any other unauthorized person should occur, to immediately inform Blast Club.

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Confidentiality commitment. The Member will have access to detailed information on the Startups presented on the Website. The Member undertakes to Blast Club, for the duration during which he/she has access to each of the Services, and up to two (2) years from the expiration of this period, to (i) not disclose to a third party, in whole or in part, information considered confidential, i.e. information considered confidential, i.e. accessible from the Website only after identification, without the agreement of Blast Club and the Startup concerned,  (2) not to use this information in another purpose than the study of the opportunity to invest in the Startups presented on the Website and by its intermediary and/or to acquire financial securities of SPV on the Marketplace; (3) not to take a direct participation in the Startup under penalty of seeing access to the Services closed (being specified, the Member will nevertheless maintain access to his/her personal space to monitor Subscriptions made prior to the effective date of the closure of access to the Services). Access to the Services involves the obligation to take shares in Startups offered through the SPVs created by Blast Club.

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Use of the Website and Services. The Internet User and the Member undertake, each as far as they are concerned, to: (i) not to violate or attempt to violate, scan or test the vulnerability of the security system and related systems of the Site; (ii) not to access or attempt to access any data that is not intended for the User or the Member; (iii) to refrain from interfering with the normal functioning of the Website or from performing any action that could risk accessing any data that is not intended for the User or the Member; (iii) refrain from interfering with the normal functioning of the Website or from performing any action that could risk cause the interruption or degradation of one or more Services; (iv) do not download, display, send by email or otherwise transmit any material containing software viruses or other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of the Website; and (v) not attempt to interfere with the Services of any other Member or user, host or network, including, but not limited to, exposing the Services to a virus, creating server overload, flooding the server, flooding the email services.

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The Member acknowledges having read the characteristics and constraints, in particular technical ones, of all the Services. The Member is solely responsible for his/her use of the Services. The Internet User and the Member are informed and accept, each as far as they are concerned, that browsing the Site and the use of the Services require an Internet connection and that the quality of the Services may depend on this connection as well as on computer equipment and/or third party software, for which they are solely responsible.

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Using Discord. As a result of their membership, the Member will have access to the Discord discussion forum allowing them to interact with other Members but also with the Blast Club teams and the founders of Startups. Any offensive, defamatory or false speech is strictly prohibited on Discord and any violation of this rule may result in the removal of access to the Discord as well as the non-acceptance of a possible request to renew the membership of the Member concerned.

9. Personal data protection and privacy policy

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As part of the use of the Site, Blast Club collects personally identifiable information about its Members. Blast Club is committed to complying with the legislation in force relating to the protection of privacy with regard to the automatic processing of personal data as these concepts and this regime are provided for by Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (RGPD).

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Blast Club is committed to keeping any personal information provided in this way confidential. This information is intended exclusively for Blast Club for internal processing purposes and will in no case be transferred to third parties for commercial use. This information and data are also kept for security purposes, in order to comply with the legal and regulatory obligations to which Blast Club is subject. This data is processed and stored at the host of the Site identified in the legal notices appearing on the Site under conditions aimed at ensuring their security.

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Blast Club reserves the right to anonymously use the personal information collected, as well as technical and navigational information, such as browser type, Internet protocol address, pages visited and the average time spent on the Website, for all activities related to the analysis and promotion of the Website.

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The Member is informed that the data concerning him/her may be disclosed pursuant to a law, a regulation or pursuant to a decision of a competent regulatory or judicial authority or to a service provider (in particular PSP Bank) in application of a law, a regulation or pursuant to a decision of a competent regulatory or judicial authority or even, if necessary for Blast Club, in the context of a judicial procedure or a control of a supervisory authority.

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In accordance with the RGPD regulations, a right to access, modify, delete and rectify personal information is available to any Internet user whose data is collected. This right can be exercised by contacting Blast Club by email at the following email address: support-membre@blast.club

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For more information, you can consult our privacy policy.

10. Intellectual property

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Blast Club is the owner of the Website, both in its technical and graphic, textual or other components, excluding the content provided by the Members themselves and by the Startups.

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Blast Club is therefore the sole owner of all intellectual property rights relating to the Website, its content and to the databases ensuring its operation, and the use of the Website does not give Members any right to any of these elements, subject to the rights relating to the content provided by the Members themselves and by the Startups.

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Acceptance of these Terms of and Conditions implies recognition by Internet Users and Members of the intellectual property rights of Blast Club listed above and the commitment to respect them.

11. Duration and termination

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Access to the Website is concluded for an indefinite period from the date of acceptance by the Member of the Terms and Conditions subject to the stipulations provided for in this Article.

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Termination at the initiative of the Member. During the period fixed at fourteen (14) calendar days from the date of payment of his/her membership, the Member may, via email to the following email address: support-membre@blast.club, ask to no longer have access to the Services. He/she will then no longer have access to the Site and to the restricted access pages of the Website, will no longer be able to use the Services and will not be entitled to reimbursement of any portion of the fees provided for in Article 5.

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Notwithstanding the above, the Member will remain bound by the obligations concerning the realization of a capital gain upon the transfer of a stake stipulated in Article 5.3 of these Terms and Conditions until the ownership of at least one share in an SPV created by Blast Club.

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Cancellation by operation of law. Without prejudice to any damages that Blast Club may claim, Blast Club reserves, at any time, the right to suspend or terminate the Member's access to the Services, to the restricted pages of the Website and/or to terminate as of right, without notice or compensation or reimbursement of any portion of the fees provided for in Article 5, the contractual relationship arising from the acceptance of the Terms and Conditions or even not to accept a possible request for renewal of membership in case of:

• circumvention or attempt to circumvent the technical protection measures put in place by Blast Club, to provide false, misleading or inaccurate information, when requesting access to the Services or during use of the Services;
• dissemination or use of information provided in the personal space in a manner contrary to its intended purpose;
• fraud, in any form whatsoever, or attempted fraud, in any form, when requesting access to the Services or while using the Services;
• total or partial non-payment by the Member of the remuneration due to Blast Club as provided for in Article 5;
• non-compliance with any of the commitments in these Terms and Conditions;
• actions that are unfair or contrary to the commercial interests of Blast Club.

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Termination at the initiative of Blast Club. Blast Club reserves the right, at any time, to terminate, at its discretion and without notice, the Member's access to the Services and will in this case refund the rights to access the Services provided for in Article 5.1.

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In the three cases of termination, the Member will maintain access to his/her personal space to monitor Subscriptions made prior to the effective date of the termination.

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12. Complaints

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In the event of a complaint concerning the Website and Services, the Internet User or the Member must comply with the process described. on this link. 

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Blast Club undertakes to assess and process the admissibility of the request as soon as possible.

13. Integrity of the contract

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If one or more of the clauses of the Terms and Conditions were declared void pursuant to a law, regulation or following a final decision by a competent court, the other clauses will retain all their force and scope to the extent taken by said decision.

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The clauses declared void will, in accordance with the spirit and purpose hereof, be replaced by other valid clauses, which, in view of their scope, approximate to the maximum extent permitted by law, the clauses declared void.

14. Modification of the Terms and Conditions

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The Terms and Conditions may be amended by Blast Club at any time and without notice.

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These changes will be notified by any means that Blast Club deems appropriate, including by email.

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If the Member does not object within ten (10) calendar days, these changes will be considered approved and will take effect on the date specified in the notification sent to the Member.

15. Proof

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The sending and the content of the correspondence or communication are established by simple production of a copy of it by Blast Club.

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16. Applicable law

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These Terms and Conditions are subject to French law. Given the global dimension of the Internet, each Member is invited to comply with all rules applicable in the country where he/she resides.

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If the laws of a country prohibit the activity of Blast Club under the conditions provided for in the Terms and Conditions, the Member undertakes not to use the Services offered by Blast Club.

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Blast.Club OPTF Terms and Conditions
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It is important to carefully read the Terms and Conditons of the Blast.Club website and to understand them. By accepting these terms and conditions, you agree to comply with the following terms and conditions, as well as the Terms and Conditions of Docusign and LemonWay.

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Members' attention is drawn to the fundamental difference between:

• the offer of Blast.Club as a financial intermediary and regulated by the AMF as an ECSP authorized under the number FP-2023-12 and

• the so-called “OPTF” offer relating to securities offered by companies controlled by Blast or its main partners (Blast acting strictly within the scope of Article L. 531-2 of the Monetary and Financial Code).

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These General Terms and Conditions relate exclusively to this second offer called “OPTF” and Members understand and accept that they are not in the ECSP universe.

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Preamble

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The “OPTF” section of Blast.club allows natural or legal persons with a valid subscription to Blast.club (hereinafter the “Members”) to have access to Offers to the Public of Financial Securities (OPTF) offered by companies controlled by Blast or its main partners, as issuers (hereinafter the “Issuers”), in order to invest indirectly in projects in which they wish to invest.

The Issuers will be formed in the form of public limited companies and will have a share capital of at least 37,000 euros. Detailed information relating to the Issuers will be provided to Members at the time of each planned investment transaction.

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The purpose of the Issuers will be:

• the acquisition, the holding and management of shares in unlisted companies;
• the carrying out of any related or complementary activities related to this object;
• and, more generally, any operations that strictly contribute to the achievement of this object.

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The Offers to the Public of Financial Securities that are proposed by Blast meet the requirements of Regulation 2017/1129 and the provisions of Article L.411-2-1 of the Monetary and Financial Code relating in particular to the issuance of an offer to the public below the threshold of 8 million euros over twelve rolling months. In this perspective, Investor Members will have access, prior to any subscription, either to the Prospectus or to the Synthetic Information Document issued and specific to each offer in accordance with the AMF Recommendation Position 2018-07.

The Issuers use the Blast.Club website. Investor Members therefore have the possibility to invest in the projects they offer directly online and in a completely dematerialized manner.

Blast has set up a dedicated email address in order to allow each Investor Member to be able to contact it directly regarding an Issuer's operation: support-membre@blast.club

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Definition
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“AMF” refers to the Financial Markets Authority.

“PSP” refers to LEMONWAY, a simplified joint stock company whose head office is located at 8, rue du Sentier, 75002 Paris, registered in the Paris Trade and Companies Register under number 500 486 915, of which Blast Club is an agent or any other payment service provider within the meaning of article L. 314-1 of the Monetary and Financial Code within the meaning of article L. 314-1 of the Monetary and Financial Code of which Blast Club will become an agent, which is the bank in charge of receiving the Subscribed Amounts.

“Priority voucher (s)” refers to the right, available to certain Members - and for specific Offers of which Investor Members will be notified - depending on the formula selected (more fully described in article 5.1) or following additional purchase from the store available online (whose operation is more fully described in article 5.4), to be certain of being able to participate in an investment opportunity up to the desired intent even if the intents expressed for all Members during the Intent Period exceed the maximum amount to be invested. This point is mitigated in the very rare cases where priority vouchers alone would exceed the category threshold. In these cases, they are sure to participate but with a restricted allocation.

“ECSP T&C” refer to these general terms and conditions of use of the Website, in its part relating to Blast's parcticipative financing services as a ECSP. Any reference to the ECSP T&C will be understood Mutatis mutandi.

“Terms and Conditions” refer to these general terms and conditions.

“SID” Supplementary Information Document prepared under Article 212-44 of the AMF General Regulation and in accordance with AMF Position Recommendation 2018-07 (as amended from time to time)

“Issuer” a company controlled by Blast SAS or its main partners and making an Offer.

“Internet user” refers to any person browsing the Website without having completed the process of requesting access to the Services. To avoid any ambiguity, the Internet user is not a Member.

“Member” refers to the natural or legal person (i) who carried out the process of requesting access to the Service (s) concerned, whose request was validated by Blast Club allowing him/her to use the Service (s) and to have access to the pages with restricted access and (ii) who wishes to use all or part of the Services.

“Subscribed amount” refers to the sum paid by a Subscriber as part of an Offer to the Public of Financial Securities.

“Offer” Refers to the OPTF offered by an Issuer

“Subscription Period” refers to the Subscription phase during which the Member who has indicated an intent during the Intent Period must effectively subscribe for the financial securities of an Issuer in question and release its Subscription, in particular through PSP Bank, as described in Article 4.2.

“Intent Period” refers to the intent phase during which each Member may indicate an intent to subscribe for financial securities of an Issuer, as described in Article 4.2.

“Services” refers to all the services offered by Blast Club and described in Article 4.

“Website” refers to the Blast Club website accessible at the following address:

https://blast.club/

“Subscriber” refers to any Member who makes a Subscription and pays the corresponding Subscribed Amount.

“Subscription” refers to the commitment made by a Subscriber to participate in an Offer

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1. Acceptance of the Terms and Conditions

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By browsing the Website, the Internet user accepts the Terms and Conditions without reservation. In the absence of acceptance of the Terms and Conditions, the Internet User understands that he/she must not use the Website in any way whatsoever.

These Terms and Conditions must be considered as those applicable at the time of their acceptance, whether tacit or express.

The Terms and Conditions apply without a time limit subject to Article 11, throughout the duration of browsing the website, and in the case of a Member, for the duration of use of the personal space and until new conditions replace these terms and conditions or termination pronounced under Article 11.

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2. Right to access the Services

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To have access to the OPTF Offers, the Internet user must obtain Member status.

To become a Member, the Internet user must (cumulatively and without possible derogation):

• have been selected and validated by Blast Club,
• create a personal account on the Website,
• acquire and pay the right to access the Services corresponding to the selected formula (more fully described in article 5.1),
• fill in the various fields of the form for requesting access to the Services on the Website and
• confirm their acceptance of the Terms and Conditions.

The request for access to the Services is effective only after satisfaction of all the conditions mentioned above and acceptance of the profile by the Blast Club team. Blast Club reserves the right to accept or refuse any request for access to the Services, without any obligation to justify its decision or any compensation.

By completing the form to request access to the Services, the Member guarantees to Blast Club that he/she has provided accurate, true, current and complete information concerning his/her identity, contact details and all additional information requested.

In particular, the Member is invited to provide an email address that will be used to:

• the entire process of identifying the Member (in particular to access his/her personal account),
• confirmation of the transactions carried out by the Member on his/her personal account,
• for the communication to Members of any element concerning his/her personal account and
• all information relating to the use of the Services available on the Website.

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Should the Member wish to modify his/her means of identification, he/she simply needs to go to the Website and modify his/her settings in the “My Account” section or contact Blast Club by email at the following email address: support-membre@blast.club

Insofar as his/her means of identification have come into the hands of third parties through his/her fault, the Member will be solely responsible for any resulting use of these means of identification and Services.

The Member undertakes to keep the information provided to Blast Club constantly up to date in connection with the use of the Site by informing Blast Club of any changes that may affect his/her statements by email to the following email address: support-membre@blast.club

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3. Access to the website

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Internet users will be able to consult the following on the publicpages of the Website:

• the Terms and Conditions,
• legal notices,
• the confidentiality policy,
• the risks associated with investing on the Website,
• the page explaining the claims process for ECSP projects,
• the link to the terms and conditions of PSP Bank,
• the remuneration (fees) received by Blast Club,
• the presentation of Blast Club, its functioning and its selection policy, as well as the indication of its contact details and its ECSP approval number with the Autorité des Marches Financiers.

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All information concerning the Offers of the Issuers and access to the personal space and restricted-access pages of the Website are reserved exclusively for Members.
To become a Member, the Internet user, whether a legal entity or an individual, who has previously paid for the right of access to the Services corresponding to the formula selected (more fully described in article 5.1), must make a request on the Website by carrying out each of the following steps:

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1. 1. Complete a questionnaire enabling Blast Club to verify the suitability of the Member's profile with the type of risk presented by the OPTF Offers as well as the Services offered.
      The initial process requires each Member to complete the various questionnaires relating to Blast Club's ECSP activity. However, as indicated in the preamble to these OPTF T&C, the OPTF Offers are not part of the Blast Club's ECSP activity.
      Therefore, if a Member only wishes to have access to the OPTF Offers and not to complete the ECSP tests, he/she may send his/her request to the following e-mail address support-membre@blast.club .
      It should be noted that the ECSP process requires the suitability test to be renewed each year, or before that date if Blast Club is informed by the Member of a change concerning, as the case may be, his/her family situation, financial situation or investment objectives, and if these changes are likely to significantly alter the results of his/her last suitability test;
      
   2. Communicate additional information about his or her identity (e.g. date of birth, address, tax residence, SIRENE number, etc.); and

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3. Provide an electronic version (via the Website interface) of the supporting documents requested on the Website, i.e.: (i) for a natural person: copy of a valid identity document, and (ii) for a legal entity: Kbis extract less than three (3) months old, certified status of conformity, copy of a valid identity document for the legal representative, declaration of beneficial owners.

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Once this information has been collected, Blast Club will carry out the usual checks relating to the identification of the Member.
When all of the above steps have been completed by the Member and validated by Blast Club, the latter notifies the Member of confirmation or denial of Member status. This notification is made, as far as possible, within twenty-four (24) working hours of the date on which all the information listed above was communicated on the Website.
The Member is solely responsible for any use that may be made of his or her private access (login and password), and is the sole guarantor of its security, as well as for any use made of his or her account.
The Member undertakes to inform Blast Club immediately of any unauthorized use of his/her account and any breach of the confidentiality and security of his/her means of identification, by e-mail to the following address: support-membre@blast.club.
If Blast Club has legitimate reason to believe that the security of the Website has been compromised or that the Website is being misused due to unauthorized use of the Member's means of identification, it may temporarily suspend the account in order to preserve the integrity of the Website and the data, and, if appropriate, require that the Member's means of identification be changed.
The Member acknowledges that he/she has the necessary skills and means to access and use the Website.

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4. Description of offers and services

Apart from the projects proposed by the ECSP Blast.Club platform on the dedicated Website interface, Members have access to Issuers' Offers and to information relating to their operations (should they become shareholders in some of them).

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4.1 Issuer offers

4.1.1 Introduction

The Issuing Companies will occasionally offer Members to invest in their capital to help finance investment projects in high-potential companies (hereinafter the Targets).
These fundraisings fall strictly within the scope of European regulations relating to OPTFs laid down by EU Regulation 2017/1129 requiring the preparation of a Prospectus subject to AMF approval if the Offer addressed to a circle of investors greater than 149, is greater than 8 million euros and the minimum ticket per investor is less than 100,000 euros.

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Such fundraising may also be less than eight (8) million euros calculated over a twelve (12) month period. As such, these fundraisings will be exempt from the requirement to prepare a prospectus subject to AMF approval under Article 3. 2. b) of Prospectus Regulation 2017/1129 of June 14, 2017.
All information and conditions of financing of the Offers will be found in the documentation sent to the Member prior to the finalization of his/her investment (statutes, subscription form and SID).
In accordance with the provisions of article 212-44 of the AMF's General Regulations and Position Recommendation 2018-07, the Issuers will send Members a SID prior to any subscription, containing the information listed in article 4.1.2 hereof.
The SID is also sent to the AMF for information. Members are advised that this SID is not subject to validation by the AMF.
Due to certain constraints of the markets on which Issuers may invest, Target identities and related information may not be available until after the Member has invested in the capital of an Issuer. In this case, the Member will be offered the possibility (opt out) of withdrawing from the investment in the light of said information, by selling his or her shares and having any shareholder current account reimbursed, without remuneration or penalty.

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4.1.2 Supplementary Information Document

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In accordance with Position Recommendation 2018-07, each SID includes:

• a presentation of the Issuer and a description of its activity, its project and the use of the funds raised, including the latest accounts if they exist, forecasts on activity, fundraising, financing and cash flow, as well as an organization chart of the management team and shareholders;
• information on the level of participation to which the directors of the Issuer have themselves committed themselves in the context of the proposed Offer;
• comprehensive information on all the rights attached to the securities offered under the proposed Offer (voting rights, financial rights and information rights), as well as on the categories of beneficiaries of these securities;
• a description of the provisions contained in the articles of association or a pact and organizing the liquidity of the securities or an explicit mention of the absence of such provisions;
• the conditions under which the copies of the entries in the individual accounts
• Members investing in the Issuer's books, materializing the ownership of their shares and any shareholders' current accounts, will be issued;
• a description of the risks specific to the Issuer's activity and project;
• if they exist, a copy of the reports of the corporate bodies for the attention of the general meetings of the last financial year and the current financial year as well as, where applicable, a copy of the report (s) of the auditor (s) carried out during the last financial year and the current financial year;
• the date of the version of the Supplementary Information Document.

Each Issuer will be responsible for the completeness, accuracy and balance of the information provided in this respect.

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4.1.3 Risk warning

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The decision to express interest, subscribe or withdraw is fully the responsibility of the investing Member and is their own responsibility. An Issuer cannot be held responsible for the financial and tax consequences of decisions taken by the investing Member.

Members are therefore invited to carefully read all the documentation made available to them on the Website before expressing their interest or investing.

It is also recalled that any investment in unlisted companies involves specific risks such as:

• risk of partial or total loss of invested capital;
• risk of illiquidity of the subscribed securities (resale not guaranteed);
• risk of partial or zero repayment of their possible shareholders' current accounts;
• risk of unavailability of the amounts invested (the return on investment depending on the success of the investments of a financed Issuer).

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It is up to each Member, when considering investing in an Offer, to ensure, by means of their own due diligence, studies and analyses and, where applicable, those of knowledgeable and competent professionals, that this investment is part of their investment strategy and corresponds to their personal, financial, asset and tax situation.

It is therefore recommended that each Member, in addition to the tests carried out on the Website, carry out a precise and detailed analysis for each investment envisaged in an Issuer:

1. of their financial capacity to bear the economic risk of the planned investment,
2. that he/she has sufficient means to meet his/her current and future needs and those of his/her family and loved ones and
3. has no need for liquidity in relation to the planned investment.

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By subscribing to an Offer, the Member will be deemed to expressly declare that he/she knows and applies the essential wealth management rules concerning the investment in the capital of unlisted companies, including in particular the following principles:

• Do not invest more than 5 to 10% of your non-real estate assets in this asset class,
• Do not invest savings that may be necessary in the short or medium term,
• Diversify your investments as much as possible within this asset class, so that each investment never represents more than 10% of the invested portfolio and
• The return on investment depends on the success of the investments of a financed Issuer.

These general points are recalled for information purposes, without compliance with them constituting any obligation on the part of Blast Mars.

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4.2 Meetings between Members and Startups — Service 2

In order to allow the Member to position him/herself and to mark his/her intent on an Offer and to subscribe to this offer, he/she will have the possibility of accessing meeting and discussion times. Insofar as Blast Club provides general information and the Member remains required to carry out his/her own due diligence for the purposes of the Subscription, the objective of these meetings will be to allow Members and Startups to discuss the Offerings offered.

No volume is guaranteed. If no meeting is organized, the Member will not have access to any meeting.

This Service 2 is offered free of charge.

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5. Blast Club compensation

The Services offered by Blast Club are of an onerous nature, with the exception of meetings with Startups, which are offered free of charge. The pricing conditions applicable to Members are set out below.

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5.1 Right to access the Services

The term “membership” used on the Website corresponds to the right of access to the Services that a Member must pay. Registration as a Member on Blast Club is free and valid for one (1) year. The costs of this registration are the essential prerequisite for making an investment.

Only a Member has the possibility to subscribe to the Offers. The membership fees paid by the Member therefore depend on the investment envisaged by the Member during the period.

Thus, depending on the status of the membership, the Member will have the right to:

• “Bronze” status, a right to invest a maximum amount of €2,000 per Offer and €10,000 in total over 1 year upon payment of a right of access to the Services in the amount of €1,000. No Priority Vouchers;

• “Silver” status, a right to invest a maximum amount of €5,000 per Offer and €25,000 in total over 1 year upon payment of a right of access to the Services in the amount of €1,500. No Priority Vouchers;

• “Gold” status, a right to invest a maximum amount of €15,000 per Offer and €50,000 in total over 1 year upon payment of a right of access to the Services in the amount of €3,000. 1 Priority Voucher;

• “Platinum” status, a right to invest a maximum amount of €30,000 per Offer and €100,000 in total over 1 year upon payment of a right of access to the Services in the amount of €5,000. 2 Priority Vouchers; and

• “Diamond” status, a right to invest a maximum amount of €100,000 per Offer and an unlimited amount in total over 1 year upon payment of a right of access to the Services in the amount of €10,000. 3 Priority Vouchers.

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A Member will have the possibility, provided that the Blast Club selection committee has issued a favorable opinion, to modify his/her status to a higher status provided that he/she has made this request within thirty (30) calendar days following the payment of his/her initial membership. As such, the Member will benefit from higher status as of the favorable opinion notified by the Blast Club selection committee and the payment of the amount of the right to access the Services corresponding to the new status. The amount invested under the former status will be deducted from the amount to be invested under the new status.

For example, if a Member with “Silver” status since January 1 and who has invested an amount of €5,000 under this status is authorized to upgrade to “Gold” status by the Blast Club selection committee on July 1, he/she will have the option to invest between July 1 and December 31 a total amount of €45,000 (i.e. the difference between the maximum amount to invest from the “Gold” status of €50,O00 minus the amount already invested under its “Silver” status).

Membership payment is made exclusively by bank transfer or bank card directly on the Website, using the secure payment module, or by direct debit from the wallet opened in the PSP Bank accounts in the name of the Member. The amounts mentioned in this article are exclusive of VAT and VAT is determined in accordance with the applicable rules.

A Member may cancel his membership by notifying his/her request to Blast Club during a withdrawal period fixed at fourteen (14) calendar days from the payment of his/her membership and provided that the Member has not indicated any intention to subscribe or has not subscribed to an Offer offered by Blast Mars.

A Member also has the option of changing the status of his/her membership during the duration of the membership as follows:

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• either by choosing a lower status for a period of fourteen (14) calendar days from the date of payment of his/her membership: in this case, the Member will benefit from the reimbursement of a share of the price of his/her initial membership but will not benefit from the deferral of his/her credits or, where applicable, of the initial unused priority vouchers. The duration of the membership under this inferior status will remain that of his/her initial membership.

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For example, a Member who has held a “Gold” membership since February 10 of year N and who chooses a “Bronze” membership within 14 calendar days following the payment of his “Gold” membership (i.e. no later than February 24 of the year N), will benefit from a refund of a portion of the price of his “Gold” membership (up to 2,000€, i.e. the difference between the price of a “Gold” membership at 3,000€ and the price of a “Bronze” membership at 1,000€) and will then have 10,000 credits and no priority voucher. His/her “Bronze” membership will expire 12 months after the payment of his/her initial “Gold” membership (i.e. February 10 of year N+1);

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• • either by choosing a higher status, at any time during the duration of his/her membership: in this case, the Member must pay the full price of this new membership and will not benefit from a refund of the price of his/her initial membership. However, he/she will benefit from the deferral of his/her credits and, where appropriate, his/her initial unused priority vouchers. Membership under this higher status will expire 12 months after payment for this new membership.
  For example, a Member holding a “Gold” membership since February 10 of year N who chooses a “Platinum” membership and pays the price of the “Platinum” membership on June 10 of year N, will then have 150,000 credits (the 50,000 credits of his/her “Gold” membership, provided he/she has not used them, as well as the 100,000 credits of his/her “Platinum” membership) and 3 priority vouchers (1 priority voucher from the “Gold” membership, provided that he/she did not use it, as well as 2 priority vouchers from his/her “Platinum” membership ”). His/her “Platinum” membership will expire 12 months after the payment of this new membership (i.e. June 10 of year N+1).

At the end of the period of one (1) year (unless the Member subscribes for a new membership before the end of the initial membership period), the membership ends and the rights associated with it are stopped. The Member thus no longer has the option of investing in Offers but maintains access to his personal space for the monitoring of Subscriptions made prior to the expiration of this period of one (1) year.

If the membership is renewed before the end of the initial membership period, the portion of the amount to be invested in respect of its status that was not invested during the initial membership period will be carried over to the renewed membership period.

For example, in the event of renewal before the end of the initial membership period of a Member who initially subscribed to a “Silver” status and who invested an amount of €5,000 during the initial membership period to

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• a “Bronze” status, the Member will have the option of investing a total amount of €30,000 during the renewed membership period (€20,000 carried forward as part of the initial membership, increased by €10,000 as part of the renewed membership);

• a “Silver” status, the Member will have the option to invest a total amount of €45,000 during the renewed membership period (€20,000 carried forward as part of the initial membership, increased by €25,000 as part of the renewed membership); and

• a “Gold” status, the Member will have the option of investing a total amount of €70,000 during the renewed membership period (€20,000 carried forward as part of the initial membership, increased by €50,000 as part of the renewed membership).

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5.2 Fees

No specific fees will be invoiced to Members for the Offers that will be offered to them and their possible subscriptions.

On the other hand, Members' attention is drawn to the fact that Blast will charge fees and commissions to Issuers, due to the services that Blast will provide them. Such fees and commissions will, on a case-by-case basis, be described on the Website and in the fundraising documentation, the SID or the Prospectus (depending on the nature of the Offers), for each transaction.

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5.3 Information on taxation on the sale of shares and capital gains

The Subscriber acknowledges being informed that the sale of shares in the capital of unlisted companies is subject to a registration fee and that capital gains on the sale of shares are subject to taxation under conditions specific to the particular situation of each Member.

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6. Members' commitment and responsibility

See Blast.Club T&C— ECSP, section 8

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7. Personal data protection and privacy policy

See Blast.Club T&C— ECSP, section 9

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8. Intellectual property

See Blast.Club T&C— ECSP, section 10

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9. Duration and termination

See Blast.Club T&C— ECSP, section 11

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10. Integrity of the contract

See Blast.Club T&C— ECSP, section 13

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11. Modification of the Terms and Conditions

See Blast.Club T&C— ECSP, section 14

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12. Proof

See Blast.Club T&C— ECSP, section 15

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13. Applicable law

These Terms and Conditions are subject to French law. Given the global dimension of the Internet, each Member is invited to comply with all rules applicable in the country where they reside.

If the laws of a country prohibit the activity of Blast Club under the conditions provided for in the Terms and Conditons, the Member undertakes not to use the Services offered by Blast Club.

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Last updated on 14/03/2025

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