Legal

Migration Agreement

Token Migration Agreement AKTIO

THIS IS AN IMPORTANT DOCUMENT. PLEASE READ CAREFULLY.

This document constitutes the migration agreement governing the exchange ("Migration") of AKTIO Tokens (as defined below) into VNC Tokens (as defined below) by the Company (as defined below), on behalf and for the account of AKTIO Token holders maintained through the Mobile Application (the “Holders” or “You”), as identified at the time of acceptance of this agreement through the Mobile Application (the “Migration Agreement”).

The Migration Agreement complements and supplements the General Terms of Use ("GToU") and the Privacy Policy of the Mobile Application.

Capitalized terms used but not defined in this Migration Agreement shall have the meanings assigned to them in the GToU and/or the Privacy Policy of the Mobile Application, which are incorporated herein by reference.

This Migration Agreement is concluded between :

Automata France SAS, a société par actions simplifiée (simplified joint stock company) whose registered office is located at 965, avenue Roumanille, COLOFT - Arteparc Sophia Antipolis Bâtiment A, 06410 Biot, registered in the Antibes Trade and Companies Register under number 902 498 617, and carrying on business 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, on the one hand (i) uses the Company's website accessible at https://vancelian.com (the “Site”) and mobile application (the “Mobile Application”, jointly with the Site, the “Platform”), published by the Company and (ii) uses the Services offered therein, as defined in the article entitled “Definitions” of the GCU, and who, on the other hand, (iii) holds AKTIO Tokens (as defined below).

The Company and the Holder are hereinafter referred to individually as a “Party” and jointly as the “Parties”.

1. Purpose of the Agreement

The AKTIO token is a utility token issued by AUTOMATA ICO LIMITED, an Irish company whose registered office is located at 3rd Floor Ormond Building, 31-36 Ormond Quay Upper, Dublin 7, D07 EE37, Ireland, and registered under number 690280 ("Automata ICO Limited"). This token facilitates or provides access to benefits for services offered through the Vancelian Mobile Application (the "AKTIO Token").

Automata ICO Limited has decided to proceed with the buyback of the AKTIO Token, followed by its destruction (burn).

Simultaneously, a new token, named VNC (the "VNC Token"), will be issued by a company currently under incorporation (the "VNC Issuer").

The VNC Token is intended to replace the AKTIO Token in its functionalities within the Vancelian Mobile Application. Consequently, Automata France SAS offers to facilitate, on behalf and for the account of the Holders, the Migration of their AKTIO Tokens to VNC Tokens, following a two-step process described below.

As a registered Digital Asset Service Provider with the AMF, the Company provides a custody service for digital assets held via the Mobile Application. In this context, it acts exclusively on the instructions of the Holder to carry out the operations described in this Migration Agreement.

The purpose of this Migration Agreement is to define the terms and conditions of the Migration operation, which includes:

The exchange of AKTIO Tokens from the Holders’ digital wallets on the Mobile Application for USDC through participation in the buyback and cancellation offer initiated by Automata ICO Limited; and
The exchange of the USDC received in the previous step for VNC Tokens in the Holders’ digital wallets on the Mobile Application.

2. Acceptance Conditions

This Migration Agreement represents the explicit authorization given by the Holder of AKTIO Tokens to Automata France SAS to execute, on their behalf, the following two orders on December 31, 2024:

The exchange of their AKTIO Tokens for USDC through participation in the buyback and cancellation offer initiated by Automata ICO Limited.
The exchange of the USDC received in the previous step for newly issued VNC Tokens by the VNC Issuer.

The Holder acknowledges that these orders are irrevocable and irreversible and authorizes the Company to act on their behalf in accordance with these instructions.

The execution of the exchanges outlined within the Migration operation is contingent upon the Holder's explicit acceptance of this Migration Agreement through the Mobile Application before December 30, 2024, or, failing that, their tacit acceptance in accordance with the updated GToU effective November 29, 2024.

This Migration Agreement is accessible via the Mobile Application. The content of this document may also be provided by email upon the Holder's request at support@vancelian.com.

The Company reserves the right to amend this Migration Agreement at any time. Any significant modification or amendment will be notified to the Holder within a reasonable period of time before it comes into force.

3. Execution Terms of the Migration

The Migration will be carried out in two successive steps corresponding to the two orders given by the Holder of AKTIO Tokens to the Company under this agreement:

On December 31, Automata France SAS will exchange the AKTIO Tokens held by the Holder via the Mobile Application for USDC, under the terms defined in this Migration Agreement, by participating, on behalf of and for the account of the Holder, in the buyback and cancellation offer initiated by Automata ICO Limited.
Following this first operation, Automata France SAS will exchange the obtained USDC for VNC Tokens, which will be stored in the Holder’s digital wallet within the Mobile Application.

The Migration will be fully executed on December 31, 2024. A confirmation of the completion of the Migration operation will be notified to the Holder through the Mobile Application.

4. No Right of Withdrawal

You explicitly acknowledge that the Migration operation must be completed by December 31, 2024.

As a result, no right of withdrawal can be exercised regarding the orders described in this Migration Agreement.

The Holder explicitly acknowledges and agrees that the right of withdrawal cannot be exercised under the terms of the Migration. The Holder requests that the orders related to the Migration be executed immediately.

Consequently, the Holder gives their prior consent and expressly waives their right of withdrawal, in accordance with Article L. 221-28 1° of the French Consumer Code.

5. Liability

The Company agrees to execute the Migration operation in accordance with the terms of this Migration Agreement.

The Company undertakes to carry out the orders provided by the Holder diligently. However, it cannot be held responsible for any losses or damages resulting from events beyond its reasonable control.

Under no circumstances will the Company be liable to the Holder for any tax or regulatory investigations, penalties, and/or fines that may arise from the Migration operation and its consequences.

The Company does not guarantee the future value, price, or performance of the VNC Token. The value of the VNC Token may fluctuate, and the Company cannot be held responsible for any loss of value.

6. Security - Phishing - Scams

During the Migration process, the Company will never ask for your credentials or sensitive information via the Mobile Application or any other communication channel. Be vigilant and wary of phishing attempts and scams.

If you suspect fraudulent activity, report it immediately to the Company.

7. Privacy Policy

By accepting this Migration Agreement, you understand and agree that your consent to the Migration operation will generate data that will be transferred to the Company (the "Data").

The Holders understand and accept that their Data will be transferred to the Company based on this Migration Agreement and will be collected, processed, and controlled by the Company and/or its subsidiaries, in accordance with the terms of the Mobile Application's Privacy Policy.

8. Language, Governing Law, and Jurisdiction

This Migration Agreement is drafted in French, and if translated into one or more foreign languages, only the French version shall prevail in the event of a dispute.

The Migration Agreement and the relationship between the Parties are governed by French law.

In the event of a dispute concerning the interpretation or execution of the Migration Agreement, the Parties shall make reasonable efforts to find an amicable solution to their dispute.

Any Holder qualifying as a consumer under applicable law may refer their dispute with the Company to a consumer mediator free of charge to resolve the dispute amicably.

The mediator designated by the Company is the Mediator of the Autorité des Marchés Financiers.

To contact this mediator, the Holder may:

Visit the website of the Autorité des Marchés Financiers: https://www.amf-france.org/fr/le-mediateur-de-lamf/votre-dossier-de-mediation/vous-voulez-deposer-une-demande-de-mediation and fill out the online form with the necessary documents; or
Send their request by post to the following address: Médiateur de l’Autorité des marchés financiers 17, place de la Bourse – 75082 Paris Cedex 02 - Phone: 01 53 45 60 00

A dispute may only be reviewed by the consumer mediator if:

The Holder has first attempted to resolve their dispute directly with the Company by submitting a written complaint explicitly identified as such, detailing the reasons for the complaint and providing all relevant information for the Company to understand, study, and assess the causes, consequences, and implications of this complaint, sent by email to: reclamations@vancelian.com.
The complaint is not manifestly unfounded or abusive.
The dispute has not previously been reviewed or is not currently under review by another mediator or court.
The Holder submits their request to the mediator within one year from the date of their written complaint to the Company.
The dispute falls within the mediator's jurisdiction.

The Holder will be informed by the mediator of the outcome of their mediation request.

Additionally, the Holder is informed that, under Article 14 of Regulation (EU) No 524/2013, the European Commission has established an online dispute resolution platform to facilitate independent out-of-court resolutions of online disputes between consumers and professionals within the European Union. This platform is accessible via the following link: https://webgate.ec.europa.eu/odr/.

In the absence of an amicable resolution, French courts have exclusive jurisdiction over disputes arising from this Migration Agreement.

The provisions relating to applicable law and competent jurisdictions are subject to any mandatory provisions that must be applied.

Version as of 29 November 2024.