General Term of Use - Affiliate Program

TABLE OF CONTENTS

1     Presentation of the Program

2     Eligibility for the Program and affiliate obligations

3     Eligibility for the Program and affiliate obligations

4     Rights and obligations of Vancelian

5     Commission Fees & Tracking

6     Confidentiality and data protection

7     Terms and termination

8     Limitation of Vancelian's liability

9     Warning

10    Applicable Law

GENERAL TERMS AND CONDITIONS VANCELIAN AFFILIATE PROGRAM

These general terms and conditions (the “GTC” or the “Agreement”), govern the terms under which the Company (as defined below) offers the affiliate program (the “Program”).

These GTC are agreed between:

• Automata France SAS, a simplified joint-stock company (a French Société par actions simplifiée) with its registered office located at 965, avenue Roumanille, COLOFT - Arteparc Sophia Antipolis Building A, 06410 Biot, registered with the Antibes trade and companies register under number 902 498 617, holding a VAT number FR47 902 498 617, registered with the Autorité des Marchés Financiers as (i) a digital asset service provider under number E2023-087 for the services of custody of digital assets, purchase/sale of digital assets against fiat currency and exchange of digital assets against other digital assets, and operating under the trade name Vancelian (“Vancelian” or the “Company”), duly represented for the purposes hereof by its legal representatives, and, on the other hand,
• a natural or legal person who – in the course of their professional activities – has wished to participate in the Program (the “Affiliate” or the “Participant”).

by completing the registration form or continuing to participate in the Program, you confirm that you agree to be bound by this Agreement. You also represent and warrant that you are not subject to any legal or regulatory restrictions that would prevent you from entering into this Agreement. if you are acting on behalf of a Company or other legal entity, you acknowledge that you are legally authorized to bind that entity to this Agreement. Furthermore, you agree that you are, and will remain, in compliance with the terms of this Agreement and, more generally, with all applicable regulations governing this Program.

For any questions, Participants may contact Vancelian by email at affiliate@vancelian.com.

1. Presentation of the Program

The purpose of the Program is to enable the Participant to promote and share content about Vancelian's services through their social media platforms, website, email, or other forms of electronic marketing. In return, the Participant shall be entitled to receive a commission for transactions completed by end-clients (the “Clients”) referred through their promotional efforts.

Vancelian may provide comprehensive support to Participants by offering the resources necessary to effectively monetize their audience. These resources include performance-optimized advertising materials, a complete media kit with detailed guides, customized marketing visuals, and access to a dedicated account manager to address questions and assist Participants in achieving their goals.

Participants holding Platinium status shall be entitled to exclusive premium rewards, including but not limited to a free metal card, reduced fees, boosted yields, preferential conditions on the platform and specitic status based on our loyalty program following your Performance Thresholds assigned by Vancelian (see appendix 2). 

Additionally, the affiliate Program imposes no restrictions on the maximum number of referrals or commissions, allowing Participants to maximize their earning potential without limitations.

2. Eligibility for the Program and affiliate obligations

To apply for the Program, you must complete and submit an affiliate application through our website. All information provided in connection with your affiliate account must be accurate, truthful, and verifiable.

Each individual or entity is allowed to operate only one affiliate account unless explicitly authorized otherwise by Vancelian.

Applications are evaluated internally through a two-step process. The first step involves a comprehensive review of your networks, focusing on their content, performance, and potential.

Eligibility criteria include:

• an engaged audience in the fields of finance, savings, or investment.
• an established and professional online presence with the capacity to exert significant influence.
• high-quality content that aligns with our vision of innovative and high-performing investment solutions.
• a demonstrated ethical and responsible approach to promoting our services in compliance with our standards.

If you meet the eligibility requirements, you will be invited to participate in an individual interview. This structured call will assess your motivations, skills, and the alignment of your profile with the Program’s objectives.

We reserve the right to reject or terminate your application without justification if we determine that your site and/or participation in our Program conflicts with this Agreement or the Company’s values. Grounds for rejection or termination may include, but are not limited to, any media displaying your affiliate link that:

• promotes our services using deceptive, defamatory, or illegal activities, or contains any content deemed offensive by us. This includes but is not limited to sites that promote sexually explicit materials, violence, racial discrimination, or discrimination based on sex, religion, nationality, sexual orientation, or age, as well as sites associated with illegal activities or violations of intellectual property rights.
• damages or could damage the Vancelian brand or reputation.
• promotes our services to encourage customer registrations for the purpose of engaging in illegal activities.
• includes non-functional websites, blogs without meaningful content, or parked domains.
• contains materials that infringe on copyrights, trademarks, or other intellectual property rights.
• creates unfair or illegal competition with third parties.
• uses the name, logo, or sign of a competitor or third party without their authorization to promote our services.

For regulatory and/or compliance reasons, only English, French and Italian are accepted as official communication languages between the Affiliate and the Company. The use of any other language in the context of the Program may constitute grounds for termination of the business relationship without prior notice. This policy may be subject to change, notably in the context of obtaining MiCA authorization. In such case, the Company will inform Affiliates in writing of any updates to the accepted communication languages.

Denied participation in the Program

Participation in the Program is deemed unacceptable under the following circumstances:

• Spam

Spam refers to the use of electronic messaging systems to send unsolicited bulk messages for commercial or non-commercial purposes. This includes, but is not limited to unwanted faxes, mobile messaging spam, instant messaging spam, search engine spam, internet forum spam, social network spam, blog spam, and wiki spam.

If you publish a newsletter, or operate any other mass messaging service or software, you must be able to provide proof that recipients have legally consented to receive messages from you, particularly where such consent is required by law.

• Cookies

You are prohibited from using cookie-setting techniques that install affiliate cookies without the knowledge or consent of the referred client. This includes, but is not limited to, generating hidden or forced clicks on your affiliate links through methods such as iframes, images, pop-ups, JavaScript, flash cookies, or cookie stuffing.

• Pop-Up or Pop-Under Advertising

Without explicit approval, you are not permitted to generate traffic to the Vancelian website through contextual impressions, pop-ups, or pop-unders. In general, clients must land on the Vancelian website as a result of a manual click performed directly by them.

• Inappropriate Advertising Methods

You are prohibited from engaging in the following advertising methods without specific approval:

• Bidding on competitive keywords, including variations or misspellings of "Vancelian," in pay-per-click (PPC) Programs like Google Ads.
• Using affiliate links in PPC Programs such as Google Ads.
• Including "Vancelian" (or variations/misspellings) in ad text to promote your website in PPC campaigns.
• Domain masking or redirection to conceal the origin of traffic being directed to our website.

Vancelian does not create or approve the content you provide but reserves the right to review, reject, or request modifications to any advertising content, such as text, images, or other creative tools, that generate traffic to our website.

Transfer of Affiliate Account Ownership

You may not transfer ownership, grant access to, or sell your affiliate account or affiliate links to a third party without prior written consent from Vancelian.

Vancelian does not assume responsibility for the content you provide but reserves the right to review the placement and use of your affiliate links, graphic banners, widgets, or other affiliate tools. We may require modifications to ensure compliance with our guidelines.

Brokerage or sub-affiliates

Without explicit approval, you are not allowed to engage third-party companies or sub-affiliates to direct traffic to our website via your affiliate links in exchange for any form of compensation.

When an affiliation request is approved, Vancelian authorizes a unique URL or a list of URLs belonging to the Affiliate for directing traffic to our website. Affiliates are solely responsible for the use of their affiliate links. Vancelian is not liable for the use of affiliate links on URLs that were not explicitly approved by us.

3. Admitted advertising methods

Once you have been accepted into the Program, you can display the affiliate links on your site. The affiliate links can be created by you or we can provide them to you and you must use the hyperlink that we create.

You are solely responsible for your media and your sites, including their design, development, operation, maintenance and all resources that appear on or within them. Furthermore, you are solely responsible for the placement, use of your links, content, graphic banners, widgets or other affiliate linking tools and the style of each link that you place on your site or to promote our services. Affiliate links include the appropriate formatting necessary for us to properly allocate referrals of customers from your links. Any affiliate link placed must not be deceptive to a visitor and has the purpose of leading to valid transactions or clicks on our site. Incentive commissions and the offer of any form of incentive to obtain a transaction are prohibited, unless prior authorization by Vancelian.

4. Rights and obligations of Vancelian

Promotion of the affiliation relationship - Vancelian will make available to the Affiliate a variety of links graphical and textual. Engaged by this present Agreement, you can display the links as often and in as many areas of your site as you wish.

Registration of your customers- Vancelian will register the customers who have clicked on a link that you have placed and will follow their transactions. By opening an account with Vancelian, the Affiliate must ensure that the customer accepts that all the rules, policies and operating procedures of the Vancelian customer apply to them. To perform a transaction, customers must create an account on our site. Vancelian reserves the right to refuse customers or to close their accounts if they do not comply with our terms and conditions available on https://vancelian.com/fr/terms-conditions-vancelian-platform.

Customer transaction tracking - Vancelian will track customer transactions and display all the relevant information in the dashboard of the Affiliate.

Modification - Vancelian may modify its general sales conditions that govern this Agreement, at any time and at our sole discretion, by notifying the Affiliate by email, or by posting a notice or a new Agreement on our site. If a modification is unacceptable to the Affiliate, your only recourse is to terminate the present Agreement at any time. Participation in the Program after the effective date of the change will be considered as acceptance of the new conditions.

5. Commission Fees & Tracking

5.1. Commission Fees

Commissions are categorized into three types: trading-related commissions, yield product-based commissions, and interest-related commissions.

Trading-Related Commissions

Trading-related commissions are distributed as a percentage of the trading fees generated by the Affiliate's referred clients on Vancelian’s marketplace and automated wallet.

Yield Product-Based Commissions

Yield product-based commissions are calculated based on the deposits made by referred clients into interest-generating products. 

Interest-Related Commissions

Interest-related commissions are calculated based on the interest paid to the Affiliate’s referred client.

The rates of these commissions are as described in Appendix 1.

To reward Participants generating significant volumes, and provided they meet certain performance thresholds, the Participant may be offered the opportunity to have their commission rates increased, subject to mutual agreement between Vancelian and the Participant, which shall be formalized in writing. 

The performance thresholds will be defined in Appendix 2. 

A transaction is considered valid and eligible for commission when:

• a referred client completes a transaction via your affiliate link.
• the transaction is processed according to the client’s payment instructions, and the payment is successfully received by Vancelian’s internal system.

Payments of the Commissions will be made on a monthly basis, within 15 business days following from the receipt of the participant’s invoice, and will be transferred to the bank account designated by the Participant.

Vancelian reserves the right to modify commission rates. Any changes will be communicated with at least ten (10) days' notice and will take effect on the eleventh (11th) day (or a later date specified by Vancelian). 

Vancelian reserves the right to cancel any commissions earned in violation of this Agreement.

5.2. Performance Tracking

Vancelian shall provide Participants with access to a dedicated tracking interface, enabling them to monitor monthly commissions and analyze performance through intuitive and optimized tools, including but not limited to interactive graphs and transaction tables displaying data such as transaction amounts, statuses, and dates.

Participants shall have access to Clients’ profile information, limited to the data necessary for performance tracking, ensuring that only relevant information is accessible, and preventing exposure to sensitive or unrelated information.

6. Confidentiality and data protection

All information acquired by the Affiliate in connection with or under the Agreement will be considered confidential, kept in the strictest confidentiality and security, and will not be disclosed to any third party unless required by law or court order.

Confidential information will be used exclusively by the Affiliate for the performance of the Agreement.

Affiliates must also keep confidential their password or identifiers used to access the site and are solely responsible for their confidentiality. Any loss or disclosure will be their sole responsibility.

This confidentiality obligation will remain in effect for two (2) years from the expiration of the Agreement whatever the cause may be.

Vancelian collects and processes the affiliate's personal data that is necessary for the opening of their affiliate account and the processing of transactions, the creation of affiliate files, and the proper administration of commercial relations between Affiliates and Vancelian.

In this regard, Vancelian is the Data Controller within the meaning of the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) for all services provided under this Agreement. 

This data is intended for Vancelian as well as its service providers and partners located within and outside the European Union, particularly for the purposes of executing and paying commissions.

Vancelian undertakes to comply with said regulation in the context of the processing it carries out under the Agreement.

The Affiliate has at any time a right of access, modification, rectification and opposition for legitimate reasons, as well as his right to limit the processing or to the portability of personal data concerning him which he can exercise by writing directly under signature and enclosing a copy of his identity document, to:

The Affiliate has the right to formulate instructions relating to the fate of his personal data after his death which can be sent to the address indicated above.

The data of Affiliates are kept for the duration of our contractual relationship and up to three (3) years from the end of this period. At the end of this three-year period, Vancelian may contact the Affiliate again to determine if they wish to continue receiving commercial solicitations from us. In the absence of a positive and explicit response from the Affiliate, or in case of refusal, the data will be archived for the duration of the legal prescription and for a period of ten (10) years for the purposes of billing and accounting management. At the expiration of these periods, the data will be deleted or anonymized.

In case of a dispute related to the use of their data by Vancelian, the Affiliate is informed that they can contact the National Commission on Informatics and Liberty

7. Terms and termination

This Agreement will come into effect upon written confirmation from Vancelian of your acceptance into the Affiliation Program.

Unless there is a counter-indication, Vancelian or the Affiliate may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination at least thirty (30) days by email. Vancelian has the right to terminate the Agreement without notice if the Affiliate breaches the general sales conditions of this Agreement or is no longer an active member of the Program for three (3) consecutive months. In such cases, Vancelian reserves the right to confiscate the earnings acquired.

Upon termination of the Agreement, all rights and licenses granted to the Affiliate will be terminated immediately. The Affiliate must remove all references to Vancelian, banners and links from its site and disable the links to Vancelian.com from its site. The Affiliate will cease all use of Vancelian's trade names, trademarks, service marks, logos and other designations.

Unless otherwise specified, the Affiliate shall have the right to receive the pending commissions, if any, earned as late as the termination date in accordance with the provisions of article 5. However, the Affiliate shall not be entitled to commissions arising after the termination date.

Vancelian may withhold the final payment for a reasonable period to ensure that the correct amount of commission is paid to the Affiliate. Transactions made by the Affiliate's clients after termination shall not be construed as a continuation or renewal of this Agreement or a waiver of termination.

The Affiliate shall return to Vancelian all confidential information, and all copies of information in its possession, custody, and control.

Termination shall not relieve the Affiliate from any liability arising from a breach of this Agreement, having occurred prior to termination.

Vancelian reserves the right to close an account and confiscate earnings acquired when the account has been identified as being involved in fraudulent activities (including any person intending to engage in fraudulent deposit or trading methods, to earn Affiliate commissions from their own transactions or those of someone using the same IP address or performing transactions within the same household).

8. Limitation of Vancelian's liability 

We disclaim all liability with regard to your use of any information or other content available from or via our site, our affiliation linking system, or our site itself. In particular, but not exclusively, we are notliable for any compensatory, indirect, special, incidental, or consequential damages (includingdamages for loss of business,loss of profits, dispute, etc.),whether they are based ona breach of Agreement, breach of warranty, tort, or strict liability; nor for any claims from third parties of any kind, even if we are informed of the possibility of such damages or claims.

In any case, since you are a professional (and not a consumer under the provisions of the consumer code), Vancelian will not be liable for any amount exceeding the total amount of commissions received during the past twelve (12) months.

9. Warning

The services, information and other content available from or via the Site are provided "as is", "as available", and all warranties, express or implied, are excluded. To the fullest extent permitted by applicable law, we disclaim any warranty express or implied, including, but not limited to, any warranty related to any service or information available from or via our Site, or any warranty that our service itself will be suitable or fit for a particular purpose, that any service or information available from or via our Site, our Affiliate Links system, or our Site itself will be uninterrupted or error-free, any warranty that the defects, concerning the accuracy, precision or reliability, or any interference with your enjoyment of the service or the information will be corrected, or any warranty against infringement.

All « information » and all services provided under this Agreement are provided with all faults and the entire risk as to quality, performance, accuracy and effort is borne by you as the user. The disclaimers set forth above are fundamental elements of the basis of this Agreement. The information and other content available from or through our Site, and our Site itself, would not be provided without these limitations.

This Agreement does not create or is deemed to create an employer-employee relationship between Vancelian and the Affiliate.

Participants acknowledge that the promotion and sharing of Vancelian’s services may influence Clients’ decisions to buy, sell, hold or invest in crypto assets, which carry significant risks. The value of crypto assets can fluctuate substantially, and there is a material risk of economic loss. Participants should ensure that they clearly communicate the risks involved to their clients and assess whether the promotion and sharing of Vancelian’s services is suitable for their audience, considering the potential financial impact on Clients.

10. Applicable Law

This Agreement is governed by the laws of France. 

In the event of a dispute regarding the interpretation or execution of this Agreement, Vancelian and the Affiliate shall make reasonable efforts to reach an amicable settlement of the dispute.

In the absence of an amicable settlement, any disputes or legal actions arising from or related to this Agreement must be brought before the competent courts in Antibes, France. You hereby irrevocably consent to the exclusive jurisdiction of the Commercial Court of Antibes (Tribunal de Commerce d'Antibes). 

Last Updated: April 18, 2025

Appendix 1

Commission rates

Participants will receive a commission based on the level chosen, as follows:

COMMISSION « ELITE » 

COMMISSION « PLATINUM »  

COMMISSION « GOLD » 

Appendix 2

Performance Thresholds

1. Initial Status Assignment

The Affiliate's status (Gold, Platinum, or Elite) is determined at the time of entry into the affiliate program.

This initial status is granted at Vancelian’s discretion, based on a qualitative and quantitative evaluation of the Affiliate’s profile, including (but not limited to) the following criteria:

• Audience size, engagement, and platform (YouTube, newsletter, social media, podcast, etc.);
• Relevance of the content and positioning with respect to Vancelian’s products (finance, investing, crypto, tech, etc.);
• Overall content quality (format, tone, frequency, and compliance);
• Past performance in similar affiliate campaigns or collaborations;
• Influence within qualified networks or niche communities (HNWI circles, private groups, expert forums, etc.).

The initial status will be negotiated and confirmed in writing via email exchange between the parties.

2. Onboarding & Tacit Acceptance

During the onboarding phase, the Affiliate will receive a Startup Pack including:

• Tracking tools and performance dashboard access,
• Personalized referral links,
• Operational documentation,
• And a formal mention of the initial status granted.

This initial status will be considered tacitly accepted unless the Affiliate provides explicit written objection via email within a reasonable time after receiving the Startup Pack.

3. Automatic Tier Upgrade

Regardless of the initially assigned status, the Affiliate is eligible for automatic tier upgrades based on the total cumulative deposit volume generated by referred clients:

• Upon reaching €500,000 in cumulative deposits: automatic upgrade to Platinum status;
• Upon reaching €1,000,000 in cumulative deposits: automatic upgrade to Elite status.

The tier upgrade becomes effective immediately upon reaching the corresponding threshold, with no additional action required from the Affiliate.