Terms & Conditions

Last updated on July 27, 2024

Article 1 - Scopez

These General Terms and Conditions of Use and Sale (the "General Terms") are entered into between:

PROOFEO, a simplified joint-stock company with a capital of €20,000, whose registered office is located at 25, rue de la Libération – 92500 Rueil-Malmaison, registered with the RCS of Nanterre under number 848 571 337 and represented by Mr. Damien Patureaux in his capacity as President (the "Company" or "PROOFEO");

AND

Users of the LYZI solution ("LYZI");

Together referred to as the "Parties" and separately as a "Party";

The present General Terms and Conditions constitute the sole basis of the commercial relationship between the Parties and are intended to set the terms and conditions of use of LYZI by Users of the services offered by the Company, as well as to define the rights and obligations of Users.

LYZI is a solution that connects the customers of apartnerVASP (Exchange) with its acceptance network in order to make payments in digital assets.

LYZI enables a customer user (the "Customer") to make use of Bitcoin ("BTC") or Tezos ("XTZ") digital assets (BTC or XTZ, as well as any other digital assets that may become available on LYZI via the partner VASP in the future, hereinafter the "Digital Assets") to pay in Digital Assets for the equivalent of a cash purchase in euros at the points of sale of partner merchants (the "Merchant(s)") accepting the use of LYZI.

Customers and Merchants are referred to together as the "Users" or individually as a "User".

In the context of a sale made between the Customer and the Merchant (the "Transaction"), LYZI enables the Customer to use an electronic wallet with digital Assets (the "Account") and its connection with a digital asset service provider ("VASP") who carries out a digital asset purchase/sale process (the "Exchange") in order to proceed with payment of the Transaction, upon indication by the Customer. The Transaction is paid to the Merchant in legal tender (i.e. fiat currency) via a Payment Service Provider (the "PSP").

These General Terms and Conditions do not govern relations between Customers and Merchants, which are independent of the Services provided by PROOFEO, but only those between the Company and Users.

Any access to and/or use of LYZI by any User implies unreserved acceptance of and commitment to abide by all of the present General Terms and Conditions. To this end, each User acknowledges having read these General Conditions.

The General Terms and Conditions constitute the entire agreement between the Parties, so that they cancel and replace any previous document, letter, offer or other written or oral agreement having the same object.

The Company reserves the right, at its sole discretion, at any time and without notice, to modify the Solution, the Services or to amend these Terms and Conditions.

If these General Terms and Conditions are modified, the modification will be published on lyzi.io and a notification of modification will be published to Users at least 48 hours before they come into effect.

The Terms and Conditions accessible online on the site prevail over any previous printed version.

ARTICLE 2 - Definitions

Each of the terms mentioned below has, in these General Terms and Conditions, the following meaning:

 "Account" refers to the identification of the customer's stored data as part of the provision of the company's service.

"Digital Assets" refers to digital assets issued and exchangeable on a blockchain as defined in Article L.552-2 of the French Monetary and Financial Code used via LYZI, and more specifically BTC and XTZ as well as any digital assets that may in the future be used via LYZI to settle a Transaction. These digital assets are neither issued nor guaranteed by any central bank or public authority, and are not attached to any legal tender. They do not have the legal status of a currency. The Company reserves the right to modify or update the list of Digital Assets accepted by LYZI at any time.

"API" means Application Programming Interface, a computer program developed by the Company to open the software functions of partner VASPs within LYZI so that the Customer can access VASP exchange services from LYZI.

"Application" refers to the software interface developed, edited and supplied by the Company which enables Users to pay, in Digital Assets and via the VASP, for their purchases at Merchants' points of sale.
The Transaction is paid to the Merchant in fiat currency via a PSP. The Application is referred to under the trade name "LYZI".

"Blockchain" refers to a computer protocol whose validation consensus is operated in a decentralized manner. A blockchain is an information storage and transmission technology that is transparent, secure and operates without a central control body. This term should be used in the sense of a "shared electronic recording device" (DEEP) within the meaning of Ordinance n°2017-1674 of December 8, 2017 and Decree n°2018-1226 of December 24, 2018.

"General Terms and Conditions" means these General Terms and Conditions.

"VASP terms and conditions" means the General Terms and Conditions of Use of the VASP partner providing the exchange service to the user. These VASP GCU can be consulted on the VASP partner's website.

"Private Key" refers to a cryptographic key enabling the user of a blockchain to initiate a transaction by cryptographically signing his message. This private key or backup key is known only to the user. The storage and use of the private key is the sole responsibility of the Customer.

"Public Key" refers to a key used as an address on a blockchain. Known by all, it enables a sender to designate a recipient as part of a Digital Asset transaction.

"Content" refers to LYZI's structure, computer applications, trademarks, editorial content, drawings, illustrations, images (animated or not) and photographs, graphic charters, logos, acronyms, texts, video sequences, corporate names, audiovisual works, multimedia works, visual content of any kind, audio and sound content and any other content, this list being non-exhaustive.

"Commission" refers to the amount charged by VASP for each Exchange operation. Pricing is indicated in the VASP's GCU and is displayed for information on LYZI. The amount of the Commission is freely set by the VASP as remuneration for the Exchange service operated by itself. The Commission applied depends on the Exchange transaction concluded between the Customer and VASP.

"Exchange" refers to the transaction whereby the Customer irrevocably sends to VASP an amount of Digital Asset corresponding to the amount of the Transaction concluded with the Merchant, with VASP being responsible for exchanging this amount for any legal tender. The Exchange results from an order for the sale of Digital Assets sent by the Customer to VASP within the framework of a purchase/sale service provided by VASP for Digital Assets and on the basis of contractual conditions concluded directly between the User and VASP. In this respect, it is expressly acknowledged between the Parties that the Company is a third party in the relationship between the Customer; the VASP and the partner PSP.

"Euro" refers to the official currency used in France within the meaning of article L.111-1 of the French Monetary and Financial Code.

"LYZI" means the connector module developed by LYZI dedicated to the acceptance of all alternative payment methods and deployed by LYZI with Merchants accepting the use of LYZI. "

"Force majeure" means, within the meaning of article 1218 of the French Civil Code, in contractual matters, any event beyond the debtor's control, which could not reasonably have been foreseen when the contract was concluded and whose effects cannot be avoided by appropriate measures, preventing the debtor from fulfilling its obligation. If the impediment is temporary, performance of the obligation is suspended unless the resulting delay justifies termination of the contract. If the impediment is definitive, the contract is terminated ipso jure and the parties are released from their obligation. The present definition is specified in Article 25 of these T&Cs.

"KYC" or "Know Your Customer" refers to the procedure for verifying the identity of Users. The formalization of and compliance with the User's KYC procedure are the responsibility of VASP. "

"AML-CFT" refers to the fight against money laundering and the financing of terrorism provided for in the context of entering into a relationship and using LYZI on the basis of regulations under articles L.561-1 et seq. of the French Monetary and Financial Code.

"Merchant" or "Partner Merchant"refers to a merchant with one or more points of sale who allows the Customer to pay for a Transaction using digital Assets. The Merchant is equipped with a checkout device that recognizes the QR Code generated by LYZI. The Merchant is credited with the amount of the Transaction in local currency by the PSP partner.

"Marketing Display" refers to forms of digital advertising using graphic, audio and video elements.

"NFT" refers to a category of tokens issued and registered in blockchain, non-fungible, representing an asset to which a digital identity is attached.

"VASP partner" means a virtual asset service provider validly registered with the Autorité des marchés financiers ("AMF") to provide, in particular, the service of buying and selling digital assets for legal tender or the service of exchanging digital assets for other digital assets within the meaning of article L.54-10-2 of the French Monetary and Financial Code. The Company's VASP partners are BINANCE France and BD Multimedia.
- Binance France provides a service for the exchange of digital assets for other digital assets (registration number E2022-037; and

- BD Multimedia provides a service for the custody of digital assets Purchase / sale of digital assets for legal tender, Exchange of digital assets for other digital assets (registration number E2023-092).

"Partner PSP" means a payment service provider validly approved by the Autorité de contrôle prudentiel et de résolution ("ACPR") to provide, in particular, the money transmission service.

BD Multimedia provides a payment service registered with the ACPR under number (registration number 16748), enabling conversion and reversion into FIAT currency on the merchant's bank account.

"QR Code" refers to a Quick Response Code or 2D barcode. The QR Code is a tag readable by cell phones, allowing direct access to a web page or other content normally optimized for mobile access. Its use allows direct access to content optimized for mobile access and enables LYZI to record information relating to a Wallet and/or a Transaction. "

"Services" refers to the services offered by LYZI to Users and consisting of (i) the provision of LYZI, (ii) the generation of a QR Code for Merchants in order to benefit from payment of the Transaction, (iii) the scanning of a static QR Code previously displayed in order to access the Transaction (iv) the conversion of digital Assets into fiat currency by a partner
VASP allowing payment to the Merchant of the Transaction in Euros.

"Transaction" refers to the purchase of a good or service by a Customer from a Merchant and paid for using LYZI.

"Wallet" refers to the digital asset wallet. The Wallet uses an asymmetrical cryptographic process that integrates a public Key and a private Key for message encryption. The public Key of the Wallet address is visible to all Users, while the private Key is confidential and personal insofar as it enables its holder to decrypt the decryption algorithm.

"Non-custodial Wallet": designates a type of wallet enabling Users to keep their Private Key, stored in encrypted form. Digital Assets are therefore not stored by a third party, and Users have control over the means of access to their Digital Assets.

Article 3 - Scope of Services Provided by LYZI

3.1 - Services provided by LYZI

3.1.1 - Free Provision of LYZI

The Compajny provides LYZI and its associated Services, including but not limited to: content, software, programs, tools (programming, navigation, etc.), operating systems, databases, documentation, updates, and new versions, free of charge to Clients.

3.1.2 - Cryptocurrency Exchange Services Provided by a Partner Digital Asset Service Provider

LYZI puts a Customer in contact with a partner VASP whose role is to provide a digital asset exchange service corresponding to the amount of the Transaction concluded between the User and the Merchant.

Please note that the Company is a third party to the relationship between the Customer and the VASP partner.

Furthermore, the Company does not carry out any banking or financial canvassing activities in connection with the provision of LYZI to the Customer.

 In fact, the use of the Services (including the exchange service) does not result from any unsolicited contact by the Company, by any means whatsoever, with an individual customer or a specific legal entity, with a view to obtaining an agreement on their part to provide a service on digital assets.

3.1.3 - Loyalty Program

LYZI enables customers to benefit from a "Loyalty 3.0" program (cashback on all purchases, exclusive offers from merchants, dematerialization of loyalty cards, redemption or donation of points, etc.) thanks to the Gardenlab solution (https://gardenlab.io/ ).

3.2 - Services offered to Merchants

3.2.1 - Transactions initiated in Digital Assets

LYZI enables Merchants to carry out Transactions whose payment is initiated in digital Assets by Customers.

The Company has designed various tools with different flows enabling merchants to accept Transactions and read the QR Code displayed on the Customer's cell phone and presented to the Merchant at checkout.

Merchant acceptance is possible thanks to the functionalities of the LYZI connector, a module dedicated to the acceptance of alternative payments chosen by the Merchant (cashier connector used via the LYZI API, LYZI Pro Scan application, and e-commerce plugins within the framework of the use of a LYZI module or thanks to the use of the cashier interface).

Acceptance of the Transaction generates a QR Code recognized at the Merchant's cash desk (via the use of a scan), enabling the Customer to pay the amount of the Transaction. It is specified that payment of the Transaction amount to the Merchant is made by the partner PSP on indication from the Customer (once the exchange has been completed) in fiat currency.

It is specified that the VASP partner does not provide the Merchant with any service on digital assets, and does not make any transmission to the Merchant's payment account.

As part of the Transaction, the partner PSP transfers the Transaction amount in local currency upon indication by the Customer. The Company makes no direct transmission to the Merchant's payment account.

The QR Code thus generated is recognized at the Merchant's cash desk. It contains information relating to the Transaction concluded between the Customer and the Merchant, and in particular the amount of the Transaction, which is communicated to the VASP partner.

The origination of the QR Code also triggers a consistency test of the Transaction by LYZI and the registration of the Transaction in the Exchange with the VASP partner.

Validation of the Transaction also enables it to be paid in Euro, or any other contractually predefined currency, to the Merchant via the partner PSP and upon indication by the Customer.

3.2.2 - Tools for setting up loyalty programs

The Company provides Merchants with various cross-channel marketing modules (e-mail, SMS, Push In App, WhatsApp and Messenger) as well as back-office management and statistics services.

Merchants can also create their own token or NFT.

ARTICLE 4 - Availability of LYZI and the Services

LYZI and its Services are accessible 24 hours a day, 7 days a week, except in cases of force majeure or the occurrence of an event beyond the control or will of the Company, and subject to any breakdowns and maintenance and updating operations necessary for the proper operation of LYZI and the provision of the Services.

The User is fully aware that the Site and Services may be suspended at any time, without notice and without any compensation being due to the User, in order to carry out such maintenance and updating operations.

The Company is in no way responsible for the non-performance of a Service in the event of the unavailability of LYZI or part of LYZI, including when such unavailability results from an intervention by the Company on LYZI.

In the event that a malfunction or anomaly hinders the proper functioning of LYZI or the provision of Services, the Company undertakes to carry out the necessary repairs to restore LYZI and/or the Service as soon as possible.

ARTICLE 5 - Access to Services

In order to access the Services, Users must meet the following cumulative conditions:

- Be registered under their true identity;
- Fill in all information relating to the legal entity;
- Fill in true, accurate, complete and up-to-date information in their personal space; and
- Have accepted these General Terms and Conditions.

Users undertake to provide, on first request, all supporting documents required by the Company.

The Company reserves the right to accept or refuse, without reason and at its sole discretion, any entry into a relationship with LYZI and to suspend and/or delete the personal space of any User who fails to comply with these General Terms and Conditions.

Should a User communicate false information, the Company may immediately, without notice or compensation, suspend and/or terminate his/her personal space.

Article 6 - Operation of LYZI and Services

6.1 - FOR THE CUSTOMER

6.1.1 - Technical requirements

‍The operation of LYZI can be consulted on the LYZI website at the following address: https://lyzi.io and the functional diagram of LYZI is explained in the LYZI "FAQ" available at the following address: https://lyzi.io/support/ 

To access LYZI, the Customer must have :

a compatible cell phone or terminal; and
- access to the Internet.

Compatible cell phones and terminals are as follows:

an Apple® IPhone® cell phone running the IOS operating system under IOS 10 or any later version that may be developed; and
- a cell phone running the Android® 4.4 operating system or any later version that may be developed.

Equipment and material resources enabling access to LYZI are the sole responsibility of Users.

6.1.2- Carrying out a Transaction via LYZI

  1. The User carries out a Transaction by scanning the merchant's QR code:

When the user goes to the Merchant with the Acceptance Module, and after having selected his item or service, it is the Merchant's responsibility to enter the amount of the Transaction denominated in Euros, as the selling price of the good or service is displayed by the Merchant thanks to the Lyzi Pro Application.

The Application generates a QR Code and/or barcode containing the voucher with all the information relating to the Transaction concluded between the User and the Merchant, and in particular the amount of the Transaction, which will be communicated to the VASP.

The QR Code and/or barcode displayed on the retailer's mobile phone/tablet is presented to the user so that he can scan it with his cell phone. The user selects the CEX. Payment is then initiated with the VASP. Processing the voucher triggers the consistency test for the Transaction, carried out by the Service Provider.

In the event of a data entry error, the Transaction will not take place and the operation will be instantly rejected as indicated in paragraph 3. below "Consistency check".The amount entered may correspond to the purchase of several products or services. The minimum transaction amount is 0.10 Euro.

The user may enter an amount less than the total value of the purchase as the price is displayed by the Merchant and will have to complete his purchase in currency or any other payment method accepted by the Merchant in order to pay the full price of the Transaction.

b)Completion of a Transaction via the merchant's scan of the User's QR code:

When the User goes to the Merchant with the Acceptance Module, and after selecting his/her item or service, it is the User's responsibility to enter the amount of the Transaction denominated in Euros, as the selling price of the good or service is displayed by the Merchant thanks to the User Application.

The User opens the User Application on his cell phone and enters the amount of the Transaction to be paid in Euros. The User Application allows the User to enter a Transaction amount based on the KYC validated by the VASP.

The User Application generates a QR Code and/or barcode containing the voucher with all the information relating to the Transaction concluded between the User and the Merchant, and in particular the amount of the Transaction, which is communicated to the VASP.

The voucher is also associated with the VASP's contact details.

The QR Code and/or barcode displayed on the user's cell phone is presented to the retailer's IT system, which scans it using the handheld scanner (if barcode) or retailer application (if QR code) connected to the IT system.

Voucher origination also initiates the exchange with the VASP. Processing the voucher triggers the consistency test for the Transaction, carried out by the Service Provider.

In the event of a data entry error, the Transaction will not take place and the operation will be instantly rejected as indicated in paragraph 3. below "Consistency check".

The amount entered may correspond to the purchase of several products or services. The minimum transaction amount is 0.10 Euro.

The user may enter an amount less than the total value of the purchase as the price is displayed by the Merchant and will have to complete his purchase in currency or any other payment method accepted by the Merchant in order to pay the full price of the Transaction.
Transaction via TPE/Order pad/Cashier

The Lyzi solution also offers the possibility of managing a crypto payment flow via digital media.

In the case of Eftpos terminals and Order Kiosks: the QRCode will be emitted on these two media and then scanned by the customer's telephone.In the case of the checkout system: the QRCode/Bar Code is issued by the Lyzi user application and then scanned by the checkout host.
d) Transaction Consistency Check

In order to protect the User, the Service Provider automatically performs a consistency check of the Transaction's characteristics as soon as the QR Code is scanned.

The consistency test consists of sending the Transaction to the Service Provider's pre-validation database to check that its characteristics are consistent (price, presence of Digital Assets in the Wallet, absence of several transactions potentially leading to double use of Digital Assets).

The validation of a Transaction will only be possible if the User has a sufficient balance of Digital Assets at least equal to the amount of the Transaction, to which must be added the commission of the partner VASP and the Service Provider.

Once the consistency check has been completed, the transaction is sent and entered into the database, which is directly accessible via the merchant back office.

At the same time, the conditions of the exchange are validated with the VASP (amount of digital Assets, price communicated by the VASP, Merchant's contact details and Merchant's bank details). 

e) Transaction approval

Transaction approval is only possible if the value of the voucher has been executed by the CEX under its conditions.

In the event of an error in entering the transaction amount in Euros, the transaction will be rejected. 

The Transaction must be settled by the User by any other means of payment accepted by the Merchant.

As a reminder, neither the Sign nor the Service Provider can be held responsible in any way for the loss of Digital Assets for any reason whatsoever, in particular due to User error and/or VASP failure, especially in cases where the VASP transmits an incorrect exchange rate or reception address.

f) Payment of the Transaction to the Merchant

Once the Transaction has been validated after the consistency test, it is recorded in the database.

As this procedure can take from a few minutes to a few hours, the Transaction is confirmed by the Service Provider and sent to the VASP before the Transaction is recorded.The VASP exchanges the Digital Assets once the Transaction has been registered (and the user's Digital Assets have been received by the VASP).

Once the Transaction has been completed by the VASP, the latter transfers the amount of the Transaction in crypto assets to the suspense account of the partner payment service provider, which converts and reverses it into local currency for the Merchant once a day (excluding interbank processing times).

In practice, the VASP does not pay the User the amount of the exchange. The User tells the VASP to pay the Brand directly for the amount of the exchange, which corresponds to the amount of the transaction.

The Merchant will therefore receive the amount of the VASP Transaction net of commission. 


g) Transaction refund

The Customer can be reimbursed within the statutory retraction period in crypto-currency. As crypto-assets are particularly volatile, the customer will be reimbursed for the equivalent amount spent in € by the merchant within 5 working days. 

The partner and customer will be provided with a dedicated procedure for this specific case. 

- Subscription types and durations
There are three different types of subscription.

The Merchant chooses a subscription and a periodicity (annual or monthly).
The price of each Subscription is available in the merchant interface accessible via the https://admin.lyzi.fr/ page. 20% VAT is applicable to the prices indicated.

In the event of a change in the price of the Subscription, the price in force at the time of renewal will be applied for the renewal period.

The Company undertakes to notify the Merchant of the new price at least fifteen (15) days prior to the renewal date generating the new price.

ARTICLE 7 - Financial conditions

For the Customer:

- Free Use of Lyzi

The use of LYZI by the Customer is free of charge.

- Partner VASP fees and commission

The fees and commission paid by the User to the partner VASP in connection with the provision of the Exchange service are indicated in a clear, legible and transparent manner in the CGU of the partner VASP and in any event in such a way that when the User chooses the VASP on LYZI, he/she is fully informed of the terms, amount and possible settings of the fees and commission that will be levied by the partner VASP.

The Company shall not be held liable for any commissions owed by the User to the VASP in connection with the provision of the exchange service, and shall not be liable to theVASP partner for any failure by the User to pay the commissions owed to the VASP partner.

For the Merchant: 

- Subscription payment method

The Price of each Subscription is paid monthly or annually by the Merchant.

Payment is made, in arrears, by direct debit from the account number provided.

Direct debit is carried out by a secure payment service provider.

The Merchant guarantees that he has the necessary funds and authorizations to use the chosen method of payment. The Merchant undertakes to take all necessary steps to ensure that direct debit of the price of the Services can be carried out, and to inform the Company of any change in the information communicated at the time of subscription, in particular bank references or credit card number, as well as any change in billing details.

- Late payments and payment incidents

Any delay or incident in the payment of all or part of a sum due will automatically, without prior notice and without prejudice to any other action that the Company may take :

- the immediate suspension of access to the Services until full payment of all sums due; and

- the invoicing of late payment interest at the rate of three times the legal interest rate in force on the date of the order. Any professional in default of payment is automatically liable to pay an additional indemnity of €40.00 for collection costs.

ARTICLE 8 - Cancellation of Subscription

The Subscription may be cancelled at any time. The Subscription will terminate at the end of the current term.

Termination does not entail any penalty and does not give rise to reimbursement of the current period.

The Merchant's personal data will be destroyed within five (5) years of termination of the Subscription.

ARTICLE 9 - Technical assistance

The Company provides Users with a technical support service for the use of LYZI. The purpose of this service is to help Users implement and use the Services, and to answer any technical or functional questions they may have in connection with the Services.

Technical support can be contacted by e-mail at contact@lyzi.fr  

ARTICLE 10 - Technical Safety

As part of the deployment and maintenance of LYZI, the Company implements security measures that comply with the most stringent standards in force, with an obligation of means, against unauthorized access or damage to data. It ensures that LYZI's software and infrastructure are locked down.

The Company will use best security practices to ensure maximum security for LYZI.

In order to reinforce security in the provision of Services and to mitigate risks, the Company implements and keeps up to date a business continuity plan for LYZI, covering in particular technological, IT and cryptographic risks.

Article 11 – Non-Provision of Regulated Services

It is expressly specified that the Services do not fall into any regulated service category.

Consequently, the Company does not carry out any regulated activities via LYZI as qualified by banking and financial law, such as direct marketing, banking services, investment services, digital asset services or payment services.

In particular, the Company:

i. does not carry out any banking or financial solicitation activities relating to the exchange service.Consequently, it is neither registered nor authorized as a direct marketer to carry out a banking and financial solicitation activity within the meaning of the French Monetary and Financial Code;

ii. does not provide any payment services within the meaning of the French Monetary and Financial Code.Consequently, it is not authorized as a payment service provider;

iii. does not provide any services on digital assets within the meaning of the French Monetary and Financial Code.Consequently, the Company is not registered or approved as a digital asset service provider;

iv. does not provide any services on behalf of partner VASPs or PSPs. Consequently, the Company cannot be considered as an agent of its partners.

Lastly, as Digital Assets do not currently qualify as financial instruments, the Company does not provide any investment services or services related to investment services as defined by the French Monetary and Financial Code.

ARTICLE 12 - INTELLECTUAL PROPERTY

12.1 - Intellectual property

With the exception of "open source" and free content, the Company holds all property rights pertaining to the textual, graphic, sound, video, software or other elements making up LYZI, in particular the LYZI brand, with the exception of information entered by Users and intellectual property elements relating to partner VASPs present on LYZI.

Users undertake not to infringe the Company's intellectual property rights.

No functionality of LYZI may be used by Users with the purpose or effect of infringing the intellectual property rights attached to LYZI and its component parts.

Each User expressly undertakes :

To rigorously use LYZI for the sole purpose of benefiting from the Services;

- Not to infringe the intellectual property rights held by the Company on LYZI, the elements that make it up, its brands, or those that may be held by third parties on the elements that they put online on its site or on LYZI;

- Not to reconstitute, attempt to reconstitute or help a third party to reconstitute, from LYZI or any of its elements, a site or a service intended to offer directly or indirectly, free of charge or against payment, a service identical or comparable, in whole or in part, to the Services;

 - To maintain the confidentiality of its access codes to LYZI and to take all measures to ensure that no third party, in any capacity whatsoever, has access to said codes and cannot improperly access all or part of the Services. 

ARTICLE 13 - Archiving Transaction History

All Transactions are archived in the User's transaction history, which is accessible via the back-office.

Transactions are stored electronically by the Company.

Information relating to exchanges is also kept by partner VASPs.

ARTIVLE 14 - Liability

14.1 - Liability

The Company complies with the legal and regulatory obligations applicable to it in providing the Services.

Users are solely responsible for any direct prejudice they may cause as a result of inaccurate, incomplete and/or misleading information they provide when registering or failing to update such information, the consequences of which Users assume.

Users are solely responsible for all content they choose to publish on LYZI, as the Company does not control the content before it is put online.

LYZI and the Services are provided "as is". The Company may not be held liable for any malfunction of LYZI or the Services, such as, in particular, a lack of availability.

The Company is bound by an obligation of means for the provision of the Services and, more generally, for the performance of these General Terms and Conditions.

The User declares that he accepts the characteristics and limitations of an online service and, in particular, acknowledges :

That he/she is aware of the hazards of providing online services;

- That it is his/her responsibility to take all necessary measures to ensure that the technical characteristics of his/her computer, cell phone and/or computer network allow him/her to access and use the Services and to access LYZI;

That he/she acknowledges that he/she is solely responsible for his/her access to the Internet; and

- That he/she is responsible for taking all appropriate measures to protect his/her own data and/or software from contamination by any viruses circulating on the Internet or contracted by any other electronic means.

In any event, the Company's liability excludes in particular any indirect, consequential or immaterial damage, including in particular any lost profit, loss, commercial prejudice, loss of sales, loss of clientele and loss of opportunity, etc.

The Company's liability is, in any event, limited to the amount of the Subscription purchased by the Merchant.

In any event, the Company may not be held liable in particular in the following cases:

Concealment by a User of information relating to the legal entity it manages;

- Deletion of a type of Digital Asset used in LYZI's ecosystem of services and products;

- Sudden disappearance from the network;

- Fault or alteration of the Blockchain.

This clause shall survive the cessation of use of the Services for any reason whatsoever.

14.2 - Limitation of liability in the context of the relationship between Users and the VASP Partner:

It is hereby specified that the Company plays no role in the execution of the digital asset exchange service between the Customer and the partner VASP, and that it is a third party to the relationship between the Customer or Merchant and the partnerVASP.

In this respect, the Company cannot be held liable in the context of the relationship between the Customer or Merchant and the partner VASP, particularly in the event of :

Failure of the VASP partner; or

- Poor performance of services provided by a VASP partner to a User.

As part of the operation of LYZI, partner VASPs undertake to comply with all legal and regulatory obligations arising from their regulated status following their registration/approval by the Autorité des marchés financiers, as well as any new obligations that may be imposed in the future by the legislator or regulator.

14.3 - Limitation of liability in the context of the relationship between the Customer and the Merchant:

The Customer acknowledges and accepts that the sale of goods and services by the Merchant is carried out under the exclusive responsibility of the Merchant.

Consequently, the Company is in no way bound by the legal guarantees in force concerning the sale of the Merchant's goods and services, and in particular :

the legal guarantee of conformity and the legal guarantee against hidden defects;

- the conditions of exchange and/or reimbursement, return policies and, more generally, the commercial guarantees offered by the Merchant.

Any complaint and/or request whatsoever concerning the terms and conditions of a Transaction between a Customer and a Merchant must be brought directly and exclusively to the attention of a Merchant by the Customer and vice versa.

ARTICLE 15 - Non-application of the Consumer Code

15.1 No legal warranty of conformity

As a Digital Asset does not qualify as tangible personal property, the "legal warranty of conformity" referred to in articles L.217-1 et seq. of the French Consumer Code does not apply.

15.2 No right of withdrawal

a. For the Customer
In accordance with article L.221-28 2° of the French Consumer Code, the use of LYZI does not give rise to a right of withdrawal for the Customer insofar as the service concerns a Digital Asset and the "supply of goods or services whose price depends on fluctuations on the financial market beyond the control of the professional likely to occur during the withdrawal period".
b. For the Merchant
In accordance with article L.221-28 1° of the French Consumer Code, use of the Services by the Merchant does not give rise to a right of withdrawal for the Merchant insofar as the Services constitute a "supply of services fully performed before the end of the withdrawal period (...)".

15.3 No warranty for latent defects

The provisions of articles 1641 et seq. of the French Civil Code relating to the warranty for "latent defects in the thing sold" do not apply to the provision and use of an application interface enabling Customers to use Digital Assets to pay for the purchase of a good or a service backed by an exchange of Digital Assets in legal tender carried out by a VASP.

ARTICLE 16 - Hypertext links

The establishment by the User of any hypertext links to all or part of LYZI is strictly forbidden, except with the prior written authorization of the Company, requested by mail to the following address: 25 rue de la Libération 92500 Rueil-Malmaison.

The Company is free to refuse such authorization without having to justify its decision in any way whatsoever. Should the Company grant its authorization, it is in any case only temporary and may be withdrawn at any time, without any obligation on the part of the Company to justify its decision. In all cases, any link must be withdrawn on simple request.

Any information accessible via a link to other sites is not under the control of the publisher, who declines all responsibility for their content.

ARTICLE 17 - Knowledge of risks by the User

The User uses LYZI with the prior knowledge, understanding and acceptance of the following risks:

17.1 - Risks incurred by the User

It is the User's responsibility to take all appropriate measures to protect his/her own data and/or software stored on the equipment used to use LYZI or the Services against any attack.

The User acknowledges that he/she alone is responsible for any consequences that may arise from his/her use of LYZI or the Services. 

17.2 - Risks related to the use of the Internet network

17.3 - Risks relating to the use of blockchain

The User acknowledges that it is aware of the risks associated with the use of Digital Assets of blockchain technology and other relevant technologies mentioned below:

Legal risk;

- Risk associated with blockchain technology;

- Risk of unfavorable regulatory action, position or change in one or more jurisdictions;

- Risk of theft or hacking;

Risk related to a lack of security of any website or associated computer program (Software;

- Risk of a lack of security or exploitation in the field of cryptography;

- Risk of an attack by miners on the blockchain;

- Risk of low or no liquidity of Digital Assets;

Risk of loss of value of Digital Assets; Risk associated with the completion of an Exchange;

- Risk of malfunctioning of the blockchain;

- Risk of transmission of information via the Internet;

- Unanticipated risk;

- Risk of unpredictable events;

Risk of lack of interest in the blockchain used;

- Risk of development linked to the blockchain not conforming to expectations;

- Risk of loss of personal data;

- Industrial risks linked to the absence of history in an evolving industry.

The Company cannot be held liable in the event of any of these situations.

ARTICLE 18 - Data collection / Processing of personal data

The Company, as data controller, collects personal data from Users such as name, address, telephone number, e-mail address and bank details (merchants).

Users are informed that this data is processed automatically by the Company to enable them to access LYZI and use the Services.

The Company undertakes to make every effort to ensure the security and confidentiality of such data.

The Company may also transmit the personal data of Customers who have agreed to this to commercial partners, provided that these commercial partners are established in the European Union.

The legal basis for this processing is the User's consent, in accordance with article 6.1.a) of the European Data Protection Regulation.

The categories of personal data transmitted for this purpose are as follows:

Identity: title, surname, first name, address, delivery address, telephone number, e-mail address;
- Data required to carry out loyalty actions and purchase history prospecting.

Users who have consented to their data being passed on to the Company's commercial partners may change their mind by contacting the Company at the following address: 25 rue de la Libération 92500 Rueil-Malmaison.

Data will be kept for five (5) years from the closure of the User's account.

In accordance with the General Data Protection Regulation dated May 25, 2018 (the "GDPR"), any User has the right to data portability, the right to obtain from the Company the deletion and limitation of personal data, as well as the right to lodge a complaint with the French supervisory authority (the CNIL), under the conditions provided for by the RGPD.

All users also have the right to access and rectify their personal data collected by the Company by sending a request to the following email address: dpo@lyzi.fr or by sending a letter to the following address: 25 rue de la Libération 92500 Rueil-Malmaison.

Data relating to payment and exchange are collected by the VASP partner, whose general conditions of use are available on the VASP partner website.

This data may be communicated to the partner VASP within the framework of transparency rules (KYC) for the purposes of combating tax fraud, money laundering and the financing of terrorism.  

ARTICLE 19 – Force majeure

In the event of Force Majeure preventing the Company from fulfilling its obligations, LYZI of these General Terms and Conditions will be immediately suspended, as from the notification made by the Company to the User, by any means, of the Force Majeure.

In addition, the Company will inform the User of the cessation of the Force Majeure event, and performance of the present General Terms and Conditions will then resume immediately on the date of such notification, unless the Parties agree otherwise.

If such an event continues for more than 2 months after the date of notification, the present contract will be considered terminated.

In particular, the following shall constitute a case of force majeure

theft of Crypto-assets present on the account or hacking;

- hacking by LYZI

- magnetic fields;

- acts of terrorism;

- acts of a third party (failure of the Internet access provider, failure of the Blockchain, forks, problems linked to the listing of a Digital Asset on a market platform, technical problems with an API of a market platform, etc.).

ARTICLE 20 - Breach

In the event of a breach by a User of any of the provisions of the General Terms and Conditions or, more generally, in the event of an infringement of the laws and regulations in force, the Company reserves the right to take any appropriate measure and, in particular, to suspend or terminate access to the Services by the User who has committed or participated in the breach or infringement, to notify any relevant authority, and to take any legal action against the User. 

ARTICLE 21 - Availability of LYZI and the Services

LYZI and the Services are not available:

- to users listed in one of the following databases: OFAC, DGT, Transparency International, Interpol;

- to users listed on the "U.S. Treasury Department's Specially Designated Nationals List" or "U.S. Commerce Department's Denied Persons List", "Unverified List" maintained by the United States Department of Commerce.

This list is not exhaustive and the Company reserves the right to exclude any User from a jurisdiction whose regulations would prohibit the operation, deployment and use of LYZI or the Services.

ARTICLE 22 - User warranties

The User indemnifies the Company against the consequences of any complaints, claims, actions and/or demands whatsoever that the Company may suffer as a result of the User's breach of any of its obligations or warranties hereunder.

The User undertakes to compensate the Company for any loss it may suffer and to pay all costs, charges and/or judgments it may incur as a result.

ARTICLE 23 - Safety violations

In the event that the User believes that his/her account or security information has been compromised or if he/she becomes aware of fraud, attempted fraud or any other security incident (including a computer attack) involving his/her account and/or LYZI, he/she shall notify the Company immediately by any means and continue to provide accurate and up-to-date information for the duration of the security breach.

The User shall take all measures reasonably required by the Company and of which the Company shall inform the User in order to mitigate, manage or report any security breach.

Failure by the User to cooperate promptly may be taken into account in determining the appropriate resolution of the matter.

ARTICLE 24 - Regulatory compliance

The Company ensures that it only selects VASP partners that are validly registered to carry out a purchase/sale activity in currencies that are legal tender by the Autorité des Marchés Financiers (AMF).

Failure by aVASP partner to comply with the regulations will automatically result in its exclusion from LYZI and the Services, and may lead to suspension of the VASP's exchange service until the VASP is replaced.

ARTICLE 25 - User complaints

Any dispute or request from a User relating to a malfunction of one of the functionalities of the Services must be notified by the User to the Company within a period of fifteen (15) calendar days from the day on which the User became aware of it or is presumed to have become aware of it (particularly in view of his account consultation habits and the date and time of his last connection to LYZI) or within any longer period provided for by the special provisions or by law.

This notification may be made by sending an e-mail to the following e-mail address contact@lyzi.fr

This dispute must mention the errors or faults observed in the Transactions or provision of Services.

ARTICLE 26 - Duration and termination

The present contract is concluded for an indefinite period from the date of acceptance of the General Conditions by the User.

The Parties may terminate the present General Terms and Conditions at any time by giving thirty (30) days' notice, after informing the other Party by e-mail or by registered letter with acknowledgement of receipt. In the latter case, the period of notice shall commence upon receipt of said letter.

It is specified that termination of the Subscription by the Merchant or closure of the Customer Account by the User or the Company entails termination of these General Terms and Conditions.

In the event of non-compliance with the present General Terms and Conditions by the User, in particular failure to provide the information required for the proper use of the Services, or in the event of failure to comply with the laws and regulations in force, and five (5) days after being informed by any means whatsoever by the Company, the latter shall be entitled to suspend or close the User's account, automatically and ipso jure, and to refuse the User access to all or part of the Services, without prejudice to any damages that the Company may be entitled to claim.

ARTICLE 27 - Applicable law and jurisdictions

These Terms of Use are governed by French law.

Unless otherwise stipulated, and in the absence of an amicable agreement between the parties, any dispute relating to their execution, interpretation or validity shall fall within the exclusive jurisdiction of the Paris Court of Appeal.

ARTICLE 27 - Dispute resolution

Prior to any litigation, the Parties agree to work together in good faith to find an amicable solution within thirty (30) days.

Any claim must therefore be made in writing to Lyzi's Customer Service Department by sending any claim in writing to the following address: SAS Proofeo - 25 rue de la Libération 92500 Rueil-Malmaison to try to resolve it amicably.

The user, as a consumer, may also have recourse to mediation in application of article L.612-1 of the French Consumer Code.

Before referring the matter to the Mediation officer, the User must send a written complaint by registered letter with acknowledgement of receipt to the Company's customer service department at the aforementioned address.

If the User receives no response or an unsatisfactory response within one (1) month of his written complaint, he may refer the matter to the Consumer Mediator, AMIDIF MEDIATION, either electronically via its website at http://www.amidif.com.  If the case is admissible, the dispute will be handled by the Consumer Mediator.  If mediation fails, the User is free to take legal action.

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