CONTENTS

1. SUBJECT………………………………………………………………………………………..…….….………. 2
2. ACCEPTANCE………………………………………………………….……….……….. 2
3. DEFINITIONS…………………………………………………..……………….……… 2-3
4. AMENDMENTS . 4
5. PERSONAL ACCOUNT .4

5.1.Creation of a Personal Account 4

• Undertaking of Users regarding the creation and management of their Personal Account 4
• User Responsibilities…………………………………………………………………………………………………. 5
• Inactivity of the Personal Account………………………………………………………………………..……….………. 5

6. FEATURES 5
   • Of the Application ……………………………………………………………………………………………………………5
   • Of the HUMMINGBIRD EXECUTIVE service ……………………………………………………………….…………..5

6.2.1.  Features related to the choice of the « VIP Concierge Services » subscription…………………………….5-6

• Features related to the choice of the subscription « VIP Concierge and Consulting Services » subscription………………………..…………………………………………………………………………..…………….…6

• Inbox……………………………………………………………………………………………………………..……… 6

7. USE OF ELECTRONIC SIGNATURE……………………………………………… 6
8. LIMITATION OF PUBLISHER’S LIABILITY…………………………………….…      6
9. INTELLECTUAL PROPERTY……………………………………………………………..…….…… 7

9.1.1.  Copyright …………………………………………………………………………………………………………..…… . 7

9.1.2.  Brands and logos …………………………………………………………………………………………….………… 7

9.1.3.   Users’ Rights …………………………………………………………………………………………………….…              7-8

10. NON-WAIVER………………………………………………………………………….….………………… 8
11. APPLICABLE LAW…………………………………………………………….……………………….…………….. 8
12. DISPUTES ……………………………………………………………………………………………………………… 8

1. SUBJECT

The purpose of these General Terms and Conditions of Use (hereinafter referred to as the « GTCUs ») is to define the conditions under which « HUMMINGBIRD EXECUTIVE« , a simplified single-member joint-stock company under French law, whose registered office is located at 212, Avenue du château d’eau in VALLAURIS (06220), duly registered in the Antibes Trade and Companies Register under number 924 966 286, makes the Application available to its Users.

2. ACCEPTANCE

Access, consultation and use of the Application are subject to the unreserved acceptance of these GTCUs by its Users; the total scrolling of the document during the creation of their Personal Account constitutes acceptance.

3. DEFINITIONS

Each of the terms mentioned below shall have the following meaning in these GTCUs, whether used in the singular or in the plural:

« Subscription« : refers to one of the three subscriptions offered by the Application: « On-demand Concierge », « VIP Concierge » and « VIP Concierge and Consulting ».

« Advertisement« : refers to all elements and data (visual, text, sound, photographs, drawings) submitted by an Advertiser, under its exclusive editorial responsibility, to the Company, with a view to being published to propose investment opportunities.

« Advertiser »: means any natural person, of legal age, acting for private or professional purposes, established in France or abroad, holder of a Personal Account and having submitted an Advertisement placed on the Application. All Advertisers must be logged into their Personal Account and have subscribed to the « VIP Concierge and Consulting » option in order to submit an Advertisement request.

« Application »: refers to the application owned by HUMMINGBIRD EXECUTIVE, which can be downloaded free of charge on an Android phone from the Google Play Store and on iPhone and iPad from the Apple App Store.

« Item« : refers to all movable and immovable items available on the Application with a view to their acquisition, rental or sale.

« Customer »: refers to individuals or professionals, natural persons or legal representatives of legal persons having a Personal Account and having subscribed to a Subscription, within the limit of one person per Subscription.

« Personal Account« : means the free account that any User must create in order to use the Application. The personal account is nominative and used only by one person.

« Concierge« : refers to the Services relating to the rental or provision of premises or spaces of all types (villas, recording studios, etc.), the management of reservations for restaurants, night clubs, car rentals, including luxury, private jets, prestige yachts, helicopter transport, massages, hairdressers, private security services, etc.

« Consulting« :  refers to the Services relating to the investment opportunities offered through the Application.

« Cookies« : refers to the small files deposited in a User’s terminal by the Application server and/or by a third-party server, recording certain information relating to the User’s navigation on the website.

« Personal Data » or « Personally Identifiable Information« : any information relating to an identified or identifiable person. An « Identifiable Person » is any natural person who can be identified directly or indirectly, in particular by reference to an identifier, such as a name, an identification number, location data, an online identifier, or to several elements specific to their physical, physiological, genetic, psychological, economic, cultural or social identity.

« Publisher« : refers to HUMMINGBIRD EXECUTIVE, which makes the Application and all the Goods and Services available to its Users.

« Host« : refers to the host of the Application, namely: CONTABO GmbH, Fürther Str. 224a, 90429 Nuremberg, Germany.

« HUMMINGBIRD EXECUTIVE« : refers to the company described in Article 1 that publishes and operates the Application.

« Partner« : refers to all service providers selected by HUMMINGBIRD EXECUTIVE (Hotels, restaurants, nightclubs, etc.) and having a contractual relationship with the latter.

« GDPR« : means the General Data Protection Regulation, namely Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, on the protection of individuals with regard to the processing of personal data and on the free movement of such data.

« Services« : refers to all the Concierge and Consulting services available on the Application.

« Customer Service« : refers to the HUMMINGBIRD EXECUTIVE service from which Customers can obtain any additional information. This service can be contacted by email at hb@consultinghummingbird.com

« User« : refers to individuals or professionals of legal age, natural persons or legal representatives of legal entities who have access to the Services offered on the Application by connecting to their Personal Account.

4. AMENDMENT

HUMMINGBIRD EXECUTIVE reserves the right to amend all or part of these GTCUs at any time.

Users are invited to regularly consult the GTCUs in order to be aware of any changes made.

5. PERSONAL ACCOUNT
   • Creating a Personal Account

Any adult natural person or legal person wishing to use the Application must create a Personal Account beforehand, it being specified that a legal person must create one account per person wishing to access the services.

• Undertakings of Users regarding the creation and management of their Personal Accounts

As part of the creation and management of their Personal Account, the User undertakes to:

• Provide accurate and complete information about themself;
• Not create a false identity or impersonate another natural or legal person;
• Immediately update their data, in case of modification;
• Keep secret and not disclose their login credentials in any form whatsoever. Any access and use of the Services and transmission of data made from the Personal Account will be deemed to have been made by the User concerned In this regard, the User is required to ensure that at the end of each session they effectively disconnect from their Account;
• Notify any loss, misappropriation or unauthorised use of their login credentials as soon as possible so that HUMMINGBIRD EXECUTIVE can proceed with the resetting of said Account;
• Only create a single account, taking care not to create multiple accounts with the same email address.

As part of the use of the Application, the User undertakes to:

• Use the Application in compliance with laws, French regulations, third party rights and intellectual property rights;

• Use the Application fairly and in accordance with its intended purpose;
• Not interfere with its proper functioning.
  • User liability

Each User is liable for:

• The use they make of the Application;
• The quality, relevance, accuracy and completeness of the data transmitted and collected by HUMMINGBIRD EXECUTIVE;
• Electronic signatures that they affix to the contractual documentation presented to them.

Any fraud or offence of any kind is grounds for legal action.

Any misuse of the Application by a User is likely to result in the immediate and permanent deletion of their Personal Account.

• Personal Account Inactivity

The Personal Account is considered inactive in the event of manual deletion by its User or if the latter does not identify themselves for two (2) consecutive years.

6. FEATURES
   • Of the Application

The Items advertised by the Advertisers are only accessible to Users who have subscribed to the annual « VIP Concierge and Consulting » subscription.

With the other Subscriptions, Users can, by connecting to their Personal Account on the Application:

• View all available Concierge Services offers;
• Search;
• Consult information relating to the Concierge Service providers and the selected Partners;
• Make a request to book a Concierge Service (subject to the prior payment of booking fees for Users who have subscribed to the « On-demand Concierge » Subscription);
• Save a payment card to pay the booking fee and advance fees if applicable;
• Give a SEPA direct debit mandate to HUMMINGBIRD EXECUTIVE;
• Consult the privacy policy inherent to the Application.
  • Of the HUMMINGBIRD EXECUTIVE service

HUMMINGBIRD EXECUTIVE offers its Users a logged-in intermediary service, allowing them to access a multitude of Concierge Services and thus proceed with their reservation.

As soon as the connection is made from the « connect » tab, the service offered by HUMMINGBIRD EXECUTIVE on the Application and the features associated with it vary depending on the choice of the User to subscribe to one of the three (3) Subscriptions offered, or not.

• Features associated with the choice of the « Concierge on demand » subscription:

• Access to all Concierge Services offers;
• Presentation of personalised Concierge on Demand Service offers, following the communication by the latter of previously defined criteria;
• Booking of Concierge Services with payment of booking fees;
• Confirmation of the booking of a Concierge Service if the service provider is a Partner of HUMMINGBIRD EXECUTIVE;
• Save a payment card to pay the booking fee;
• Connection with Concierge Service Providers when necessary.

• Features associated with the choice of the « VIP Concierge « Silver subscription:

• Access to all Concierge Services offers;
• Presentation of personalised Concierge on Demand Service offers, following the communication by the latter of previously defined criteria;
• Booking of Concierge Services with payment of booking fees;
• Confirmation of the booking of a Concierge Service if the service provider is a Partner of HUMMINGBIRD EXECUTIVE;
• Connection with Concierge Service Providers when necessary.

• Features associated with the choice of the « VIP Concierge and Consulting » subscription Platinum Membership:

In addition to the features listed in section 6.2.1, this Subscription also offers the following features:

• Unlimited submission of Listings;
• Consultation of currently available investment opportunities;

• Obtaining any information desired in relation to a Listing, subject to the signing of a Confidentiality and Non-Circumvention Agreement specific to the proposed Item;
• The User interested in the Item and having previously been able to consult the desired information may propose to acquire the Item by means of a Letter of Intent (LAW) which will be proposed to them;
• Connecting with Advertisers.
  • Inbox

Any User logged into their Personal Account has access to a mailbox of their own, allowing them, depending on the Subscription chosen, to:

• Issue requests for information about an investment opportunity posted online by an Advertiser in the « Consulting Services » section;
• Receive confirmations of appointments in Concierge Services (when the service provider is a Partner);
• Be put in touch with service providers, Partners and Advertisers;
• Be alerted when a contractual document is awaiting electronic signature on DocuSign;
• In general, receive all necessary information from HUMMINGBIRD EXECUTIVE.

Users are presumed to have read the letters in the mailbox available on the Application or by email to the address provided during registration within forty-eight (48) hours of receipt.

7. USE OF ELECTRONIC SIGNATURE

Depending on the choice to subscribe to a Subscription or not, and depending on the Subscription chosen, the User may receive documents such as:

• Confidentiality and non-circumvention agreements;
• Letters of Intent (LOI)

In such a case, the User is required to electronically sign the documents submitted to them, using the DocuSign secure digital platform.

The User must then create a DocuSign account if they do not already have one, allowing the Publisher to ensure a sufficient level of security and authentication with regard to the nature of the information exchanged.

The User is responsible for the veracity of the information they provide.

8. LIMITATION OF PUBLISHER ‘S LIABILITY

The Publisher makes every effort to ensure the accuracy and updating of the information provided on the Application. However, some information may be incorrect.

The Publisher, although exercising a right of review and validation of the Listings published as part of the Consulting Services, is not responsible for the content of the Listings.

In addition, the Publisher cannot be held responsible in the event that the Application encounters technical problems.

9. INTELLECTUAL PROPERTY
   • Copyright

All information available on the Application, with the exception of that posted by Advertisers, is the property of the Publisher and is protected by intellectual property law, particularly copyright.

• Brands & Logos

HUMMINGBIRD EXECUTIVE owns all the brands and logos available on the Application and has the following portfolio of brands:

• HUMMINGBIRD RECORDING STUDIO;
• HUMMINGBIRD ESTATE;
• HUMMINGBIRD CONSULTING;
• HUMMINGBIRD EXECUTIVE;
• HUMMINGBIRD PRODUCTION DISTRIBUTION;
• HUMMINGBIRD CONCIERGE SERVICE.

• User rights

All information on the Application is made available to Users free of charge, for consultation purposes only.

Users are therefore prohibited from any reproduction or distribution without the prior written permission of HUMMINGBIRD EXECUTIVE.

Any total or partial use of the Application or its content, by any process whatsoever or on any medium whatsoever, for commercial or advertising purposes, is prohibited and engages the liability of the User.

10. NON-WAIVER

The fact that HUMMINGBIRD EXECUTIVE does not avail itself of any of these conditions during a given period cannot be interpreted as a waiver thereof.

11. APPLICABLE LAW

These GTCUs shall be governed by French law.

12. DISPUTES

Any disputes between HUMMINGBIRD EXECUTIVE and a User will be the subject of an attempt at amicable settlement. If such a settlement does not occur within ten (10) working days from the date of sending a Registered Letter with Acknowledgement of Receipt to either party and mentioning the subject of the dispute, it will be definitively decided by the relevant French courts.