elyps eShares Programme

Effective April 20, 2020

Table of Contents

[Introduction] These Terms of Service (“elyps eShares Programme”, “Programme”, “EEP”) are between You (“the Customer”) and Elyps S.A. (“elyps”, “we”, ”us”, “our”) describe your participation in the elyps eShares Programme (“EEP”) described hereafter as “the Programme”. You will be automatically enrolled in the Programme when you open the elyps account and these Programme terms are effective as of the date you open elyps account and accept elyps Terms and Conditions. You should carefully review these eShares Programme Terms alongside with elyps Terms and Conditions.

1. Inclusion of elyps Terms and Conditions

elyps Terms and Conditions are hereby incorporated by reference into these EEP Terms.

2. Confirmation of interest

You declare that opening elyps account and using elyps services constitutes as of your confirmation of interest in the EEP offering. You may, at any time, demand to withdraw your participation in the EEP by sending a message via chat on the elyps app.

3. Definitions

"Minimum Continuous Activity” means spending of 200 € per month or 3000 € on a rolling 12-month period with an elyps card (physical or virtual) and/or in offers presented in the elyps Lifestyle Marketplace, until a liquidity event.

“elyps account” means a payment account provided by elyps, accessible to any person with a valid invitation, after a banking KYC process (verification of identity and physical address).

“elyps eShares Programme”, “elyps Equity Programme”, “EEP” or “Programme” means the programme described in these terms of service.

“eShare”, "A certificate representing the shares of ELYPS SA" indexed on the value of ELYPS SA and backed by 10% of its capital. They are issued by the elyps Foundation and exclusively distributed through the eShares Programme.

“KYC” stands for KYC stands for Know Your Customer, a process followed by a financials institutions such as elyps to collect the details to establish the identity of a client and verify his/her compliance with banking regulations.

“A liquidity event” is an acquisition, merger, initial public offering* (IPO) or other event that allows shareholders in a company to cash out some or all of their ownership shares. The most common liquidity events are initial public offerings* (IPOs) and direct acquisitions by other companies or private equity firms.

*“IPO” means initial public offering, which is a process of offering shares of the private company to the public in a new stock issuance on the stock exchange.

4. eShares Programme

4.1 eShare definition and objective

The eShares Programme purpose is to distribute 10% of ELYPS SA equity in the form of eShares to elyps members, for free. An eShare is a certificate representing the shares of ELYPS SA. The eShares quotation is indexed on the value of ELYPS SA and backed by 10% of its capital. They are issued by the elyps Foundation and exclusively distributed through the eShares Programme.

4.2 Eligibility

You are automatically registered to the programme, once you open an elyps payment account. Thus, in order to be eligible to participate in the EEP, you must register to elyps and accept the elyps Terms and Conditions, and pass the elyps KYC process.

4.3 Distribution of eShares

Each time you complete an elyps achievement while being enrolled to the eShares Programme, elyps will give you a specific number of eShares. Achievements include, but are not limited to, completing a registration to elyps (KYC completed), or inviting someone to join elyps with an invitation link (eShares are given when the person has completed the KYC). You may access your current eShares at any time by logging into your account on elyps app. The value of eShares, granted to you by completing certain activities, is directly linked to ELYPS SA value, therefore can vary.

4.4 Sale of eShares

eShares may be sold when a liquidity event occurs as long as you maintained a Minimum Continuous Activity. A liquidity event can be an initial public offering (IPO) or when the company is entirely / partially bought.

4.5 Possible loss

Your eShares are subject to elimination or diminution by elyps for extended periods of inactivity. In order to keep your eShares you must maintain a Minimum Continuous Activity on your account.

4.6 Value

The eShares value is directly linked to ELYPS SA value. You can cash out your eShares when and if there is a liquidity event, before then eShares cannot be exchanged for cash or any different benefit.

5. Programme Limitations

5.1 Modifications and Termination of the Programme

elyps, in its sole discretion, reserves the right to impose the changes to the Programme Terms, or any of its features, without prior notice to the customer. Your continued use of elyps account will constitute as a participation in the eShares Programme.

5.2 Transferability and Tradability

eShares may not be sold, auctioned, transferred, ceded, acquired, merged, traded, returned, exchanged, or transferred by you or any other third party. eShares are fully personal to you.

5.3 Responsibility for Loss

elyps is not responsible for any eShares that are stolen, lost, destroyed, or acquired from fraudulent sources.

6. Disclaimers

6.1 Not an Investment Advice

elyps is neither a broker/dealer, nor an investment advisor registered with any regulatory body. elyps does not provide investment, legal, tax, or any kind of advice to you and any information given to you should not or may not be interpreted as such advice.

6.2 Risk of Investment

By participating in elyps eShares Programme, you accept to take complete and full responsibility for the outcomes of your decisions with the certificate to elyps eShares, including, but not limited to, a full loss of capital or investment. elyps eShares are neither insured nor guaranteed by any bank or the institution, thus they may lose value. The risks indicated in this section are non-exhaustive and only serve as a way to indicate possible risks associated with investments.

6.3 Your Responsibility

It is your responsibility to make your own independent investigation of any proposed transaction in elyps eShares based on your financial situation and facts. elyps does not express any opinion on your suitability of any transaction in elyps eShares.