CONTENTS

1.SUBJECT 2

2. ACCEPTANCE 2
3. DEFINITIONS 2-3
4. AMENDMENT 3
5. TERMS OF SUBSCRIPTION TO SUBSCRIPTIONS AND CONTENT 4

5.1. General rules………………………………………………………………..………………………………… 4

5.2. Free access « VIP Concierge without subscription » ……………………………………………… 3

5.3. Paid access « VIP Concierge with subscription »……………………………….…………………… 4

5.4. Paid access « VIP Concierge and Consulting with subscription » ……………………………. 4

5.4.1. Content of the subscription……………………………………………………………………………  5

5.4.2. Undertaking for non-disclosure of Information received…………………………………… 5

5.4.3.Diffusion of Listings……………………………………………………………………………………    5-6

6. FINANCIAL CONDITIONS …………………………………………………………………………… 6

6.1. Rates – Subscriptions………………………………………………………….…………………………6

6.2. Accepted payment methods……………………………………………………………………………… 6

6.3. Advances of expenses and payment period……………………………………………………….. 6

7. LIABILITY, FORCE MAJEURE………………………………….………………………………………….6-7
8. RIGHT OF WITHDRAWAL …………………………………………………………….………….…….. 7

8.1. Reservation of Concierge Services …………………………………………………………….………….      7

8.2. Consulting Services…………………………………………………………….………….……………………..  7

9. NON WAIVER …………………………………………………………….………….……..……………….. 7
10. APPLICABLE LAW……………………………………………………………………………..…….. ………….7
11. DISPUTES……………………………………………………………………………………………………… 8
12. MISCELLANEOUS PROVISIONS….……………………………………………………………. 8

1. SUBJECT

These T&Cs establish the contractual conditions applicable to any acquisition, rental or transfer of Items or reservation of Services by a Customer connected to their Personal Account from the Application.

2. ACCEPTANCE

Any subscription to one of the Subscriptions or any reservation of one of the Services available on the Application by a Customer constitutes full acceptance of the T&Cs in force.

3. DEFINITIONS

Each of the terms mentioned below will have the following meaning in these General Terms and Conditions of Sale (hereinafter referred to as the « T&Cs« ), 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 ».

« Listing »: refers to all elements and data (visual, text, sound, photographs, drawings) submitted by an Advertiser, under their 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 a Listing 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 a Listing request.

« Application »: refers to the application “HUMMINGBIRD EXECUTIVE APP”, 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 tangible or intangible movable property and real estate available on the Application for 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 by only one person.

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

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

« Publisher« : refers to HUMMINGBIRD CONSULTING, making the Application available to its Users.

« HUMMINGBIRD CONSULTING« : means the one-person company with limited liability (entreprise unipersonnelle à responsabilité limitée) incorporated under French law, with a share capital of 1,000.00 €, having its registered office located at                                              BP 225 06227 Vallauris CEDEX ), registered with the Register of Trade and Companies of Antibes under SIREN number 902 652 114, which operates the Application .

« Partner« : refers to all service providers selected by HUMMINGBIRD CONSULTING (Hotels, restaurants, nightclubs, etc.) for the purpose of offering their Concierge Services to Customers on the Application, and having a contractual relationship with the latter.

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

« Customer Service« : refers to the HUMMINGBIRD CONSULTING 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 having access to the Services offered by the Application by means of connection to their Personal Account.

4. AMENDMENT

These T&Cs are applicable from the effective posting of the Application.

HUMMINGBIRD CONSULTING is entitled to unilaterally make any amendments it deems useful at any time.

Customers are invited to regularly consult the T&Cs in order to be aware of the changes made.

5. TERMS OF SUBSCRIPTION TO SUBSCRIPTIONS AND CONTENT
   • General rules

The subscription of a Subscription is exclusively accessible to Users logged into their Personal Account from the Application.

The duration of the Subscription is one (1) incompressible year from the day of its subscription, renewable indefinitely, under the conditions applicable to the general conditions in force on the date of renewal.

In the event of early termination, at the initiative of the Customer or for a reason attributable to them, the sum paid for the whole year will remain payable to HUMMINGBIRD CONSULTING.

It is not possible to subscribe to several Subscriptions, Customers can choose alternatively between:

– The « Concierge on demand » option;

– The « VIP Concierge » option;

– The « VIP Concierge and Consulting » option.

HUMMINGBIRD CONSULTING reserves the right to unilaterally terminate the Subscription or access to the Services, if after examining the Customer’s information, it appears that the latter’s situation does not allow the contractual relationship to be maintained with regard to legal and ethical obligations and in particular with regard to anti-money laundering standards.

• Access to Services

Access to the Services is provided as an indication and is valid subject to confirmation by the Service Provider, who may refuse for any valid reason, such as insufficient capacity.

In addition to the fees indicated in Article 6, HUMMINGBIRD CONSULTING is likely to require the payment of minimum booking fees required by the Service Provider prior to or concurrently with the booking of the Service. These fees will be charged to the Customer on the credit card they have previously entered.

• Free « Concierge on demand » access

This first option allows free navigation on the Application and consultation of the Concierge Services available to date for their reservation, without access to the Consulting Services.

When a Customer books one of the Concierge Services, the latter receives:

• A written confirmation if the service provider concerned is a Partner of HUMMINGBIRD CONSULTING;

• An invoice in the amount of between forty (40) and four hundred (400) euros, corresponding to the reservation fee for the chosen Service.

Before final validation, the Customer pays the amount of the Service chosen directly to the Partner, via the Application or a payment link to an external payment provider (PayPal, visa, etc.).

In order to facilitate payments, the Customer must give a direct debit authorisation for the benefit of the Company or register their bank card so that the Company can make the necessary direct debits.

• Paid « VIP Concierge » access

This subscription allows the consultation and reservation of all the Concierge Services available on the Application, without payment of any booking fee; the Customer paying the amount of the corresponding annual subscription when subscribing.

After subscription, the Customer will receive a registered membership card by mail.

The Customer receives written confirmation when the service provider is a Partner of HUMMINGBIRD CONSULTING.

This subscription does not offer access to Consulting services.

In order to facilitate payments, the Customer must give a direct debit authorisation for the benefit of the Company or register their bank card so that the Company can make the necessary direct debits.

• Paid « VIP Concierge and Consulting » access
  • Content of the subscription

This subscription allows:

• To book the Concierge Services available on the Application without payment of any booking fee, the Customer paying the corresponding annual subscription amount when subscribing;

• To access the Consulting Services and consult the available Items;

• To request information on the latter with a view to their acquisition (hereinafter the « Information« ). To do this, the interested Customer submits an information request from the Application and obtains a twenty-four (24) hour access code allowing them to access the complete listing of the Item, subject to the signing of a specific confidentiality and non-circumvention agreement;

• To offer Listings to subscribers to the « VIP Concierge and Consulting » Service.

• To receive a nominative membership card by mail.

• In order to facilitate payments, the Customer must give a direct debit authorisation for the benefit of the Company or register their bank card so that the Company can make the necessary direct debits.

• Undertaking for non-disclosure of information received

Any Customer who has made a request for information about one of the investment opportunities available in the Consulting Services section of the Application undertakes to keep the Information received strictly confidential and to use it only for the sole purpose of carrying out its acquisition project.

Any disclosure or use of the Information for any other purpose requires the prior written consent of HUMMINGBIRD CONSULTING.

Any Customer who does not comply with the provisions of this article is liable to legal proceedings.

• Dissemination of Listings

The User who has become an Advertiser must sign a specific introducer agreement, prior to the publication of any Listing. This business introducer agreement will specify in particular the amount of the commission due to HUMMINGBIRD CONSULTING and will contain a non-circumvention undertaking.

The diffusion of any Listing must comply with the following rules:

• It must be written in French or English.
• The Listing must not contain spelling errors.
• The Listing must promote an Item, movable or immovable, corresponding to real investment opportunities for the Customers of HUMMINGBIRD CONSULTING.
• The Listing must include the location of the Item.
• The Listing must not redirect to a website other than that of the Publisher, namely: Hummingbird Executive.com.
• The Listing may include one or more images in GIF, PNG, JPGED or PDF format.
• The Listing must not include any telephone number or email address other than those of the Publisher, either in the title, in the text or in the photos that illustrate it.
• The Listing must not present any elements that is sectarian, discriminatory, sexist or related to organisations and persons responsible for crimes against humanity.
• The Listing must not be duplicated.
• The description in the Listing must only contain elements allowing the precise description of the Item, excluding any confidential information to be communicated.
• The Listing must list the confidential documents and information that can be obtained at the request of Users who have signed a confidentiality and non-circumvention agreement.

HUMMINGBIRD CONSULTING shall verify the Listing within a maximum period of forty-eight (48) hours following its submission.

HUMMINGBIRD CONSULTING reserves the right to ask the Advertiser to modify the content and, if necessary, to remove a Listing if it does not correspond or no longer corresponds to its activity or if it breaches any of the rules listed above.

6. FINANCIAL TERMS AND CONDITIONS
   • Rates – Subscriptions

Any User may subscribe to:

• An on-demand service by paying the booking fee;
• The « VIPConcierge » subscription for an annual amount of seven thousand euros (€7,000.00);
• To the « VIPConcierge and Consulting » subscription for an annual amount of fifteen thousand euros (€15,000.00).

• Accepted Payment Methods

The Application only authorises the payment methods listed below:

• PayPal;
• VISA cards;
• SumUp;
• Stripe;
• AMEX bank transfer through the Application;
• Invoice from the « SELLSY » accounting platform.

• Fee Advance and Payment Term

Exceptionally, HUMMINGBIRD CONSULTING may advance fees on behalf of Customers.

In such a case, the Customer has a maximum period of ten (10) calendar days to reimburse HUMMINGBIRD CONSULTING.

To avoid advances of costs, the Customer must give a direct debit authorisation for the benefit of the Company or register their bank card so that the Company can make the necessary direct debits.

7. LIABILITY, FORCE MAJEURE

HUMMINGBIRD CONSULTING cannot be held liable in the event of non-performance or improper performance of the reservation, either due to the Advertiser or the Service Provider, or due to a case of force majeure; force majeure being defined as any insurmountable and unforeseeable irresistible event, resulting in the impossibility of carrying out or continuing the performance of an act.

The following will be considered as a case of force majeure enforceable against Customers including, but not limited to: any impediment, limitation, computer display problem, bug, computer failure, disturbance due to fire, epidemic, explosion, earthquake, collapse of facilities, flood, power failure, war, embargo, law, injunction, request or requirement of any government, requisition, strike, boycott, or other circumstances beyond control.

8. RIGHT OF WITHDRAWAL
   • Booking Concierge Services

Since the Law excludes from the benefit of the right of withdrawal any provision of accommodation, transport of goods, car rental, catering and leisure activities provided on a specific date, reservations of Concierge Services available on the Application are not subject to the statutory fourteen (14) day right of withdrawal.

Any cancellation will therefore not entail any right to reimbursement of any fees or advance of fees paid to HUMMINGBIRD CONSULTING.

• Consulting Services

By connecting Advertisers and Customers interested in the Items offered on the Application, HUMMINGBIRD CONSULTING acts as an intermediary.

When Advertisers sell an Item, Customers benefit from the statutory withdrawal periods, namely:

• Fourteen (14) calendar days following receipt of the Item for sales of movable property;

• Ten (10) calendar days following the signing of the preliminary sales agreement for the sale of real estate to a non-professional.

9. NON -WAIVER

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

10. APPLICABLE LAW

These T&Cs are governed by French law.

11. DISPUTES

Any disputes between HUMMINGBIRD CONSULTING and a Customer will be the subject of an attempt at amicable settlement. If such a settlement cannot be reached within ten (10) days from the date of sending a Registered Letter with Acknowledgement of Receipt to either party and relevant French courts.

12. MISCELLANEOUS PROVISIONS

Any processing of personal data hereunder is subject to the provisions of our privacy policy, which forms an integral part of these T&Cs.

In the event that one of the parts of the T&Cs proves to be illegal, invalid or unenforceable, for any reason whatsoever, the provisions in question shall be deemed unwritten, without calling into question the validity of the other provisions that will continue to apply between the Customers and HUMMINGBIRD CONSULTING.