Terms and Conditions of Use
updated on March 10, 2025
PREAMBLE
The Louis.Finance platform, accessible via the address https://louis.finance/fr/, is operated by the company COMETH, a simplified joint-stock company registered in the Paris Trade and Companies Register under the number 892 021 577, with its registered office located at 61 rue des Belles Feuilles, 75116 Paris, France, and registered with the Financial Markets Authority (AMF) as a Digital Asset Service Provider (DASP) under the number E2024-113.
Louis.Finance provides its Users with a specialized platform that allows direct interaction with decentralized finance (DeFi). The Services offered include, but are not limited to, investment operations on lending and staking protocols (such as AAVE and Morpho), as well as swaps on decentralized platforms (Cowswap, AAVE, Paraswap, Uniswap).
The present General Terms and Conditions of Use (GTCU) define the terms of access and use of the Services offered by Louis.Finance, as well as the respective rights and obligations of the Parties in the context of the use of these Services.
Any User wishing to access the Services offered by Louis.Finance must first be aware of and expressly accept these GTCU, as well as any future modifications made to them.
1.DEFINITIONS
Digital Assets
Include, in application of Article L.54-10-1 of the Monetary and Financial Code (the “ CMF ”) (in effect as of the date of the signature of this agreement):
Tokens defined as intangible assets representing, in digital form, one or more rights that can be issued, recorded, retained or transferred using distributed ledger technology allowing for the identification, directly or indirectly, of the owner of said asset, excluding those fulfilling the characteristics of financial instruments mentioned in Article L. 211-1 of the CMF and cash bonds mentioned in Article L. 223-1 of the CMF ;
Any digital representation:
of a value not issued or guaranteed by a central bank or public authority,
that is not necessarily attached to a currency having legal tender,
and that does not have the legal status of a currency,
but which is accepted by natural or legal persons as a means of exchange,
and that can be transferred, stored, or exchanged electronically;
Digital assets include crypto-assets subject to Regulation (EU) 2023/1114 of the European Parliament and of the Council of May 31, 2023, on crypto-assets.
Administrator
Refers to the person with administrative privileges to approve transactions;
AMF
Financial Markets Authority;
Anomaly
Means any defect, malfunction, incident, disruption, error, bug or partial inability to operate the Products, detected by a Client, regardless of any misuse by them or by the User.
Catastrophe
Means any prolonged interruption to Digital Assets caused by factors beyond the Company’s control, including:
A supplier failure;
Damage caused to the Service (electricity, water) or to connectivity, including by natural disasters;
Vandalism, hacking or piracy or other malicious acts by third parties.
Permanent Catastrophe
Means a catastrophe resulting in a total inability to recover lost Digital Assets;
Client
Means any natural or legal person using the Louis.Finance platform as well as the Services provided by COMETH;
COMETH
Refers to the simplified joint-stock company COMETH, registered at the Paris Trade Register under number 892 021 577, with its registered office located at 61 Rue des Belles Feuilles 75116 Paris France, which provides Products to Clients.
General Terms of Use or “GTU”
Means these general terms and conditions of use, which aim to define the conditions under which Clients use the Services, including its preamble, its annexes and any other document to which the terms and general conditions refer, as well as any modification, substitution, extension or renewal of these;
Specific Conditions
Means the annexes defining the specific terms and conditions applicable to a Regulated Service, which are deemed to form an integral part of these GTUs.
Digital Asset Custody
Means “the fact of controlling, on behalf of a third party, the means of access to the digital assets recorded in the shared electronic registration device and keeping a register of positions, opened in the name of the third party, corresponding to its rights over said digital assets” within the meaning of 1° of Article D. 54-10-1 of the CMF;
The provision of the digital asset custody service involves the use of security methods, such as secure electronic wallets or digital safes to prevent the loss, theft or compromise of these assets;
Contract
Contractual framework established by the Parties defining the terms for the realization of Services;
DEEP
Means a Shared Electronic Registration Device. It is designed and implemented to ensure the registration and integrity of the entries and to enable, directly or indirectly, the identification of owners, the nature, and the number of assets held;
Personal Data
Means any information that allows the direct or indirect identification of a natural person;
Exchange of Digital Assets for other Digital Assets or (“Exchange”)
Means “the fact of entering into contracts providing for the exchange on behalf of a third party of digital assets for other digital assets, possibly with the interposition of the service provider's own account” within the meaning of 3° of Article D. 54-10-1 of the CMF;
Ethereum Virtual Machine
Sub-layer of the Ethereum network that allows for the distribution of the Ethereum blockchain among all different nodes, the processing of smart contracts, and hosting decentralized applications;
Key Management System (KMS)
The KMS is used to store, manage and protect cryptographic keys used to sign messages that will then be executed by a smart contract;
KYC
Means “Know Your Customer”, as an obligation to identify and verify the identity of the Client in order to validate their Client Account. This obligation is integrated into the AML/CFT requirements of the Service Provider;
AML/CFT
Means the obligation for the Service Provider related to the Fight Against Money Laundering and Financing of Terrorism, in compliance with the applicable regulation for the PSAN;
Louis.finance
Means the platform that brings together the various Services provided by COMETH;
Compliance Department
Means the compliance and risk management department of the Service Provider. This internal department is responsible for all AML/CFT checks of Transactions and Client Accounts;
Policy
Means the current policy on custody;
Wallet
Means, in the sense of the AMF (AMF Instruction DOC-2019-24, under the designation of “electronic wallet”), a software or hardware solution for the custody of Digital Assets, generally composed of two cryptographic keys: i) one public, allowing the receipt of Digital Assets, ii) the other private, allowing the signing of a transaction of Digital Assets. A Wallet contains multiple addresses allowing the exchange of Digital Assets. The private keys secure the Digital Assets.
This Wallet may be available:
Online, via a connected system visible on the Internet, over which the client has total control or shares this control with a third party (“Hot Wallet”)
It can also be available offline, external/not connected to the Internet, and over which the Client has total control (“Cold Wallet”).
On a semi-connected wallet, allowing flexible management of Digital Assets, more secure than the Hot Wallet, accessible online, and offering additional methods to limit exposure to risks (“Warm Wallet”).
The Client's personal Wallet, used outside of any custody by the Service Provider but identified and validated by the latter for the receipt of Digital Assets, is referred to as “External Wallet”.
Service Provider :
Means COMETH
Products
Means a set of digital solutions such as software, developed and made available by COMETH to enable Clients to access the Service;
Intellectual Property
Means all copyrights, trademarks, trade names, trade secrets, and other intellectual property rights recognized by French law, applicable foreign laws, and laws, treaties, and international conventions in all jurisdictions worldwide.
PSAN
Means a Service Provider on Digital Assets within the meaning of Chapter X of Title IV of Book V of the Monetary and Financial Code in its legislative part;
PSCA
Means a Service Provider on Crypto-assets within the meaning of Article 3 paragraph 15 of Regulation EU 2023/1114 on the markets of crypto-assets.
Data Controller
Means any natural or legal person who determines the means and purposes of processing personal data;
Exchange Service
Means the service by which COMETH may, at the Client's instruction, and as part of the provision of the Custody service, transfer Digital Assets to a decentralized exchange platform (“DEX”) for their Exchange for other Digital Assets only;
Custody Service
Means the service by which COMETH carries out the Custody of Digital Assets on behalf of Clients;
Services
Means all services provided by COMETH to which the Client subscribes;
Website
Means the website of COMETH, available at the following hyperlink: https://louis.finance/fr/ ;
Multi-signature Smart Contract (Multisig)
A multi-signature smart contract is a protocol imposing a quorum, that is, a minimum number of signatures among a determined group, to authorize a transaction. This system sets specific thresholds (for example, 2 signatures out of 3 possible) to validate operations, thereby strengthening the security and shared governance of digital assets;
Subcontractor
Means any natural or legal person who processes personal data on behalf of a data controller in the context of a service or benefit;
Support
Means the internal service of the Service Provider responsible for receiving Client complaints. This service is available at the following email address: support@cometh.io ;
Transaction
Means the action of transferring or withdrawing funds to or from the Client's Smart-account. These Transactions are executed according to Orders issued by the Client to the Service Provider;
User :
Means a Client, user of the Louis.finance platform ;
Whitelisting
Means the external Wallet that is not under the custody of the Client and which is identified as available and safe to receive the Client's Digital Assets.
2. OBJECT AND SCOPE
Object
The present General Terms of Use aim to define the terms and conditions under which COMETH provides Users access to the Louis.Finance platform, as well as all associated Services. These Services include, in particular, the provision of Smart Accounts allowing Users to conduct Digital Asset Transactions, access decentralized finance (DeFi) services, including but not limited to, investment operations (staking, lending) and exchanges of Digital Assets for other Digital Assets via decentralized protocols.
The present GTUs also specify the respective rights and obligations of COMETH and Users in the context of using these Services, as well as the conditions for the safekeeping and secure management of Digital Assets by COMETH in its capacity as a regulated entity with the AMF under the number E2024-113.
Scope
The GTUs apply to any natural or legal person using the Services offered on the Louis.Finance platform. By accepting these GTUs, the User commits to respect all the provisions mentioned as well as any specific conditions associated with certain Services, which will be considered as an integral part of the present GTUs.
The use of the Services offered by Louis.Finance is strictly reserved for Users who have expressly accepted the GTUs upon registration and who have met the regulatory requirements in force, particularly regarding identification (KYC/KYB) and the fight against money laundering and terrorist financing (AML-CFT).
By accessing the Services, the User acknowledges having taken note of the specific risks related to Digital Assets, Blockchain, and decentralized financial operations, and explicitly accepts these risks.
3.ACCEPTANCE
Consent
Access to and use of the Louis.Finance platform imply the full and prior acceptance of these General Terms and Conditions (GTC). This acceptance is evidenced by a positive action from the Customer during registration, by checking the box " I accept the General Terms and Conditions of Use." Any use without prior acceptance is strictly prohibited.
Modifications
COMETH reserves the right to modify these GTC at any time. Any modification will be notified to the User electronically or directly via the Louis.Finance platform. The User has a period of fifteen (15) days from the notification to accept or refuse these modifications. In the absence of a response, the new GTC will be deemed accepted.
AML-CFT
COMETH applies strict procedures regarding anti-money laundering and counter-terrorism financing (AML-CFT). Users commit to providing any necessary documentation to comply with these obligations, particularly by accurately responding to information requests and regularly updating this information. COMETH reserves the right to immediately suspend access to the Services in the event of non-compliance with applicable regulatory requirements regarding AML-CFT.
4. CHARACTERISTICS OF SERVICES
Description
The Louis.Finance platform offers Users Services that allow direct interaction with decentralized finance (DeFi) protocols. These Services include, in particular:
Smart Accounts: Provision and management of digital wallets secured by Account Abstraction technology allowing for programmed and secure interactions with partner protocols.
Financial Investments: Access to lending protocols (such as AAVE, Morpho) and staking. It is understood that COMETH does not provide financial investment services but, in its capacity as the holder of access means to the Wallet, allows its Users access to existing investment solutions in decentralized finance provided by protocols.
Exchange (Swap): Execution of exchanges of Digital Assets via decentralized protocols (such as Cowswap, Paraswap, Uniswap).
Withdrawal of Digital Assets: The possibility for the User to transfer their Digital Assets to a validated and whitelisted external Wallet.
These Services are provided in strict compliance with applicable regulatory obligations, including anti-money laundering and counter-terrorism financing requirements.
Business Relationship
The business relationship established between COMETH and the User on Louis.Finance takes the form of a regulated service provision for the custody of Digital Assets (“Custody”) necessary for access and use of the various Services offered. In this respect, COMETH acts as Custodian and holds the Digital Assets within the Smart Accounts provided to Users.
This business relationship implies that COMETH receives compensation in the form of management fees calculated on the funds held by COMETH on behalf of Users, as well as commissions applied during transactions conducted via the decentralized Services available on the platform. These commissions are specified in the pricing policy accessible to Users.
The business relationship thus established does not allow for free or permissive custody of Digital Assets by COMETH, but solely for the purpose of executing the Services defined and offered by the Louis.Finance platform. The User expressly accepts this form of regulated business relationship upon acceptance of these Terms and Conditions.
Record of information on a durable medium
The Service Provider communicates on a durable medium, at least once per quarter to the Client, and upon each request from the latter, a statement of the position of the Digital Assets recorded in the name of the Client.
The statement mentions the concerned Digital Assets, their balance, their value, and the transactions conducted.
The Service Provider communicates as soon as possible, on a durable medium and at the request of the Client, the following information:
Information concerning transactions requiring a response from the Client;
Information concerning transactions that result in changes to the balances on the Client's account; and
The elements necessary for the establishment of their tax declaration.
The durable medium as defined by article 314-26 of the CMF corresponds to any instrument that allows a Client to store information addressed to them personally in a manner that allows for easy future reference over a time frame suitable for the purposes for which the information is intended and that enables identical reproduction of the stored information.
5. RISKS
Network Risk
The User acknowledges that using the Services provided by Louis.Finance involves the use of blockchain technologies. As a result, Users are exposed to inherent risks of these networks such as failures, congestion, cyberattacks (hacking), or other external events that may affect the proper functioning of the protocols used. COMETH cannot be held responsible for the consequences arising directly or indirectly from these risks, which are not attributable to COMETH, and which the Client acknowledges and accepts.
Blockchain and Irreversibility
Transactions made on the blockchain are irreversible. The User understands and accepts that once confirmed, Transactions cannot be canceled or modified. Thus, the User remains responsible for the elements transmitted for the realization of a Transaction. However, the Company implements internal procedures to limit risk and (i) act in the best interest of its clients as well as (ii) take all reasonable measures to achieve the best possible outcome for its clients.
C. Legal Risk
Regulations related to Digital Assets and blockchain technologies are evolving and can vary significantly from one jurisdiction to another. The User is aware that the evolution of regulations, legislation, or directives related to crypto-assets, decentralized exchanges, and blockchain may directly or indirectly impact the Services provided by Louis.Finance, potentially limiting or prohibiting access to and use of these services. COMETH cannot be held responsible for the consequences arising from such regulatory developments.
6.INTELLECTUAL PROPERTY
All elements available on the Louis.Finance platform, including but not limited to software, technologies, SDKs, APIs, trademarks, logos, designs, texts, graphics, databases, and any associated documentation ("Intellectual Property Elements"), are the exclusive property of COMETH or are subject to a licensing agreement granted to COMETH.
The User acknowledges and agrees that the use of the Services does not grant them any intellectual property rights over the Intellectual Property Elements. Any unauthorized reproduction, representation, modification, distribution, or exploitation of the Intellectual Property Elements is strictly prohibited without prior written consent from COMETH.
In particular, any reproduction, representation, extraction, reuse, adaptation, or unauthorized use of the Intellectual Property Elements, by any means whatsoever, exposes the User to legal proceedings and penalties provided by law.
7. PERSONAL DATA
The execution of this contract involves several processing of personal data within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC ("GDPR").
The details of the purposes, legal bases, and terms of the processing carried out by Cometh as data controller, as well as information on the rights of the data subjects, is specified in the privacy policy of Louis.Finance. The processing of personal data carried out by COMETH concerns in particular:
The collection and retention of identification data necessary for the opening and management of the User's Smart Account;
The verification of the User's identity as part of KYC and AML-CTF procedures;
The monitoring and analysis of transactions performed via the platform in accordance with applicable regulatory obligations;
The management of communications with the User, especially for handling complaints or anomalies.
The data subjects have at all times the right of access, rectification, deletion, and portability of their personal data, as well as the right to object to or restrict their processing under the conditions laid down by the applicable regulations. These rights can be exercised by directly contacting the Data Protection Officer (DPO) of COMETH at the following address: dpo@cometh.io.
8. HYPERTEXT LINKS AND THIRD-PARTY SERVICES
Louis.Finance may contain hyperlinks redirecting to third-party sites or services that are not under the control of COMETH. COMETH exerts no control over these contents and cannot be held responsible for their availability, nor for the content, advertisements, products, services or any other material available on or from these third-party sites or services.
The presence of these hyperlinks does not constitute any approval or recommendation of these third-party sites by COMETH. The User acknowledges that COMETH is not responsible for the consequences of accessing these third-party links and the risks that may arise from it. The User is encouraged to consult the general terms and privacy policies of these third parties before any interaction with them.
9. ENGAGEMENTS
Client Commitments
Use of the Product
The User commits to using the Services of Louis.Finance in accordance with these Terms of Use, applicable regulations, and documentation provided by COMETH. They commit not to divert the use of the Services for purposes other than those for which they are intended.
Cooperation
The User commits to actively cooperate with COMETH and to provide them with any necessary information or documentation for the effective and secure delivery of the Services offered, particularly in the context of regulatory obligations (KYC, AML-CFT).
Compliance with the Legal Framework
The User guarantees to comply with all laws and regulations applicable to the use of the Services, particularly regarding anti-money laundering and counter-terrorism financing, as well as any other regulation applicable to Digital Assets.
Prohibited Behavior
The User prohibits any fraudulent or abusive use of the Services. They particularly prohibit any action that may impair the proper functioning of the Services or the integrity of Louis.Finance's IT system, as well as any illegal or immoral activity.
Commitments of Cometh
Availability of Services
COMETH commits to making every effort to ensure the availability, performance, and continuity of access to the Services offered by Louis.Finance, subject to maintenance operations or cases of force majeure.
Compliance Guarantee
COMETH guarantees that the Services will comply with the associated documentation and will not contain any malicious or harmful code for the Users' systems.
Functional Guarantee
COMETH will do its best to correct any functional malfunction reported by the User promptly, provided that the malfunction does not result from non-compliant use of the Services.
Peaceful Enjoyment
COMETH guarantees Users peaceful enjoyment of the Services provided under these Terms of Use, particularly against any infringement action coming from third parties.
Duty of Care
COMETH does not provide any investment or portfolio management advice. The User is solely responsible for their decisions and transactions made via the Louis.Finance platform.
Results Guarantee
COMETH does not guarantee any specific results related to the use of the Services and cannot be held responsible for the financial performance or business results obtained or expected by the User as a result of using the Services offered.
10. RESPONSIBILITY
Client's Responsibility
The User is solely responsible for the use they make of the Services provided by Louis.Finance, including the financial decisions and transactions they undertake. They agree to indemnify COMETH against any damage resulting from their negligence, from abusive, fraudulent, or contrary use of these Terms of Service, or resulting from inaccurate or incomplete information provided by them.
The User fully assumes the risks inherent in using blockchain and decentralized finance protocols.
COMETH's Responsibility
COMETH has an obligation of means regarding the provision of the Services. COMETH cannot be held responsible for direct or indirect damages resulting from:
The User's non-compliant use of the Services;
The User's error or negligence in using the Services;
Any external event beyond its control, particularly in cases of force majeure, disruption, or interruption of blockchain networks or third-party services;
Financial, commercial, or intangible losses suffered by the User due to the use of the Services or decentralized protocols accessible via Louis.Finance.
In any case, COMETH's total liability under these Terms of Service will be limited to the amount of fees actually collected by COMETH from the User during the twelve (12) months preceding the harmful event.
It is further specified that, in the event of the loss of crypto-assets due to an incident attributable to COMETH, its liability will be limited to the market value, at the time of the loss occurrence, of the considered crypto-asset.
11.DURATION AND TERMINATION
Duration
The present terms of use shall come into effect upon acceptance by the User and for an indefinite duration. They remain applicable as long as the User continues to access the Services offered by Louis.Finance.
Termination
At the User's initiative
The User may terminate the present terms of use at any time, free of charge and without justification, provided that they inform COMETH in writing with thirty (30) days' notice. The termination will take effect at the end of this notice period, provided that the User has settled all of their obligations to COMETH.
At the initiative of COMETH
COMETH may terminate the present terms of use at any time with thirty (30) days' written notice sent to the User by email or notification via the platform. In the event of a serious breach by the User of their obligations stipulated in the present terms of use, particularly in cases of non-compliance with KYC, AML-CFT procedures, or abusive or fraudulent use of the Services, COMETH may terminate the present terms of use immediately and without notice.
Effect of termination
As of the termination of the present terms of use:
The User's access to the platform and Services will be immediately suspended
The User must withdraw their Digital Assets to an external Wallet validated by COMETH within a maximum of thirty (30) days following the termination notice.
COMETH will close the User's Smart Account after the return or full transfer of the Digital Assets in accordance with the defined terms.
Any provision of the present terms of use that, by its nature, is intended to survive termination will remain in effect after the actual termination of the present terms of use.
12. PRICING
Access to and use of the Services provided by Louis.Finance will result in fees charged by COMETH according to the following terms:
Management fees: deducted from the funds held in custody by COMETH for the administration and security of the Smart Accounts. The amount of management fees is specified in the pricing policy available on the Louis.Finance platform.
Transaction commissions: applied to specific transactions conducted via partner protocols (staking, lending, swap, etc.). These commissions are clearly indicated to Users before the validation of any transaction and are detailed in the pricing policy accessible on the platform.
The aforementioned fees are subject to change. COMETH will notify the User of any pricing changes at least fifteen (15) days before they take effect. By continuing to use the Services after this notification, the User implicitly accepts the new rates.
13. SUMMARY OF THE ORGANIZED ACTIVITY TERMINATION POLICY
This clause constitutes a summary of the organized activity termination policy of COMETH ("PCOA").
The termination of COMETH's activities
The PCOA aims to prepare COMETH for anticipating and reacting to an interruption of its activities. Whether voluntary or involuntary, the termination of activities will result in obligations for COMETH towards the Clients under this Contract.
Voluntary activity termination: This occurs in the event of a common law dissolution procedure of COMETH, particularly due to the expiration of the statutory duration provided for COMETH or an early dissolution decided by the shareholders.
Involuntary activity termination: This occurs when the PSAN is in a state of payment cessation and a recovery is impossible, leading to the opening of judicial liquidation.
Furthermore, the AMF may initiate a procedure for the delisting of COMETH, either on its own initiative or at the request of the ACPR, in accordance with article D. 54-10-5 of the CMF.
The delisting takes effect after a maximum period of 15 months determined by the AMF.
Triggering and freezing of operations
When? As soon as the official announcement of the termination of activities is made, either by decision of the shareholders or following a delisting of COMETH by the AMF.
What happens? All transactions on the clients' digital assets are temporarily frozen to avoid any risk of loss or mismanagement. This includes:
Transfers to or from external wallets.
Communication: Clients receive a detailed notification ("Notification") including:
The nature of the services concerned.
The reasons for termination.
The expected schedule for the restitution of Digital Assets.
The final balance of accounts ("Smart-accounts").
The restitution of Digital Assets
Secured transfers: Digital Assets are transferred to the Clients' external Wallets according to the previously validated Wallet addresses. Clients are responsible for checking the accuracy of these addresses, as transfers are irreversible.
Client inactivity: If a Client does not provide an external wallet address within 3 months following the Notification :
Digital Assets may be transferred to another PSAN or another PSCA designated by the Client or held with a PSAN or PSCA designated by COMETH;
The transfer of Digital Assets to a PSAN or PSCA designated by COMETH is communicated to the Client by any means.
Fees: The transfer costs (e.g. gas fees) remain the responsibility of the Clients and will be deducted from the final balance of the accounts.
Termination of services
Custody services: Once the Digital Assets are returned, this Contract is terminated, with Notification on a durable medium (electronic or by registered mail).
Continuity of essential services
Access to Client data: Certain essential services, such as exporting transaction histories and accessing transaction logs, remain available for a minimum of three months.
Protection of personal data
In accordance with COMETH's privacy policy, certain personal data of Clients (e.g. transaction histories, KYC/KYB information) are retained for 5 years from the day of the termination of this custody Agreement, in accordance with article L. 561-12 CMF regarding obligations in the fight against money laundering and the financing of terrorism).
OTHER
Force Majeure
No Party shall be held liable for the non-performance or delay in performance of its obligations under these T&Cs in the event of force majeure. Force majeure shall mean any event beyond the control of the Parties, unpredictable and irresistible as defined by French jurisprudence (natural disasters, war, general strikes, prolonged blockchain network blockages, etc.). The affected Party must immediately inform the other Party of the occurrence of such an event.
If the force majeure event persists beyond a period of thirty (30) days, each Party may terminate these T&Cs automatically without compensation, after written notification to the other Party.
Claims
In case of a claim by the Client, the Provider is reachable by the following means:
email: support@cometh.io
Mail: 61 Rue des Belles Feuilles, 75116 PARIS
Website: https://www.cometh.io/contact
For more information, the procedures for handling Client claims are specified in the claims handling policy available XXXX.
A claims form is also available on the Provider's website.
Nullity
If any provision of these T&Cs is declared null or unenforceable due to a law, regulation, or final court decision, it shall be deemed unwritten without affecting the validity of the other provisions of these T&Cs, which shall retain their full force and effect.
Assignment
The User may not assign or transfer all or part of its rights or obligations arising from these T&Cs without the prior written consent of COMETH.
COMETH may freely assign or transfer these T&Cs, as well as the rights and obligations related thereto, to any affiliated company or in the context of any restructuring operation (merger, acquisition, partial asset contribution, spin-off, etc.) without having to obtain the prior agreement of the User.
15.DISPUTES
Contact and Mediation
For any claim or question regarding the use of the Services, the User is invited to contact COMETH by email at support@cometh.io. COMETH commits to respond within a maximum of thirty (30) business days from the receipt of the claim.
In the event of a persistent disagreement, the User may resort free of charge to the Mediator of the Autorité des Marchés Financiers (AMF), by sending their request to: Mediator of the AMF, 17 Place de la Bourse, 75082 Paris Cedex 02, or via its website www.amf-france.org.
Applicable Law and Jurisdiction
This Agreement is, for its validity, interpretation, and execution, subject to French law exclusively.
Subject to the conditions for the prior implementation of alternative dispute resolution methods as stated in Article 750-1 of the Code of Civil Procedure, disputes arising from the execution of this Agreement or that may arise as a result or consequence will fall under the exclusive jurisdiction of the competent courts within the jurisdiction of the Court of Appeal of COMETH's registered office, notwithstanding plurality of parties or call for warranty.
ANNEX 1 - Specific Conditions - Custody Contract and Mediation
In order to benefit from the Custody Service, the Client must have a valid Smart-account. It is reminded that in the event the Client's account is suspended or blocked, the latter will no longer be able to access the Custody Service provided by the Service Provider.
The Nature of the Custody Service
The Custody Service is defined as:
The act of controlling, on behalf of third parties, the means of access to Digital Assets listed on a Blockchain ; and
The fact of keeping a Position Register, opened in the name of the third party, corresponding to its rights on the Digital Assets.
The Custody Service of COMETH is offered according to the following schema :
COMETH has exclusive control over the means of access to the Client's Smart-account ;
COMETH prepares transactions exclusively according to the Client's instructions ;
When the Client chooses to benefit from the execution of the Custody Service, he consents to designate COMETH as Custodian of his Digital Assets contained in his Smart-account, through the exclusive or shared control of the means of access to the Digital Assets.
The Client remains the actual owner of the Digital Assets contained in his Smart-account.
By entering into this Contract, the Client agrees to give all necessary permissions to COMETH, so that the latter can carry out, in its name and on its behalf, the Transactions ordered solely on the Client's instructions on its Smart-account.
The Service Provider also provides Clients with access to a WebApp interface, allowing interaction with the Service provided by the Service Provider.
The Client remains, in any case, the sole decision-maker for the orders issued on the Digital Assets, particularly regarding the following actions:
COMETH can, at the Client's instructions, transfer Digital Assets to an external Wallet belonging to the Client ;
COMETH can, at the Client's instructions, transfer Digital Assets to a PSAN or PSCA with which the Client holds a Wallet;
COMETH can, at the Client's instructions, transfer Digital Assets to a decentralized exchange protocol (“ DEX ”). In this regard, and for the exclusive purpose of transferring Digital Assets to a DEX in the context of the Custody Service, COMETH is registered as a PSAN (Digital Asset exchange service for other Digital Assets).
Detailed Description of the Custody Service
As part of the Custody Service offered by COMETH, the Service Provider is the sole Custodian of Digital Assets, retaining the means of access to the Client's Smart-account and may be the sole holder or co-holder with the Client, of the Smart-account through the programming of a Multisig function, as defined herein.
Keeping a Position Register :
The DEEP being a transparent register, transactions related to the Smart-account can be consulted on-chain, notably through DEEP exploration applications.
COMETH allows the Client, from its WebApp interface, to access the order and operation history (hereinafter the "History"), which includes the following information:
The date of execution;
The type of execution (deposit ; withdrawal);
The identification of the Digital Asset(s) making up the order;
The amounts withdrawn and/or received.
The Client also has the option to request a complete export of his transactions in a more comprehensive CSV format.
If applicable, the exported data includes:
The transaction identifier in the COMETH information system;
The execution date in ISO 8601 format, precise to the millisecond, of the order;
The type of execution (deposit ; withdrawal);
The identification of the public address associated with the export;
The identification of the Digital Asset(s) making up the order ;
The value of the Digital Asset converted into legal tender.
Segregation of Digital Assets
In accordance with the provisions of Article 722-1 2° of the RGAMF, the Service Provider is required to ensure that the Digital Assets of its clients are separated in the DEEP from its own Digital Assets.
This separation implies at a minimum a segregation in the DEEP between the Digital Assets of all Clients, on one hand, and the Digital Assets held in its own account by the Service Provider, on the other hand.
It also implies that the Digital Assets of Clients and the rights attached thereto cannot be used without their express consent.
In this regard, the Digital Assets of each Client of the Service Provider are segregated on the Client's Smart-account, which by design is unique and specific to the Client. The Digital Assets associated with each Client are thus confined to a single Smart-account.
The Digital Assets of a Client can be withdrawn directly from their Smart-account or deposited directly into their Smart-account, without any other intermediate Wallet such as a Master Account.
The Digital Assets of different Clients may never be confined in the same Wallet.
It is also specified that the Service Provider cannot use the Digital Assets of Clients and the rights attached thereto without the express consent of the Clients. In this regard, this Agreement defines the principles of operation of the proposed Service and identifies the respective rights and obligations of the Service Provider and the Client.
Return of Means of Access to Digital Assets
Under Article 722-1, 6° of the RGAMF, the Service Provider is required to ensure the implementation of the necessary means for the return of the means of access to the Digital Assets (the “Return”).
The return of the Digital Assets should be understood as the return of control of the means of access to the Digital Assets. Consequently, the Service Provider's obligation to return necessarily entails, once this return has been implemented, the inability to transfer or move the assets.
The triggering of the return of the means of access to the Digital Assets.
The Return will occur particularly in the event of the occurrence of the following situations:
The closure of the Client's account at the initiative of one of the Parties; or
The termination of the General Terms of Use.
At the Client's request, the Return will occur as soon as possible, unless the Service Provider is faced with an event deemed "not attributable to the company".
Under Article 722-1 of the CMF, the events not attributable to the company “include in particular any event of which it can demonstrate that it is independent of its operation, in particular a problem inherent to the operation of the shared electronic registration device or an automated computer program (“ smart contract ”) that may rely on a shared electronic registration device that it does not control” (e.g., error made by the Client when communicating a public key).
The Client's Authentication Devices
The Client is a co-holder with COMETH of the Access Keys to his Smart-account. He is also responsible for the means of access allowing him to connect to his interface in order to manage the deployment of other Wallets for the benefit of end Users.
The security of his Keys, sensitive assets for the Client, is ensured under the sole responsibility of the Client who can resort to an encryption device.
ANNEX 2 – Subsequent Data Processors
Subsequent processors -> Processing
DOTFILE -> Onboarding and management of AML/CFT
CHAINALYSIS -> Flow analysis on the DEEP
MONGODB -> Management of the Solution Database
GCP -> Hosting of the Solution
SENDINBLUE (BREVO) -> Customer relationship management (CRM) and sending communications.
GOOGLE KMS -> Management and IT management of secrets
AMAZON COGNITO -> Management of customer identification and access
OVH -> Domain name hosting