Terms of Use and Sale

Alchimie Capital LLC, Odesio Application (subscription-based educational service)

Effective date: 2026-06-12 Version: 2.2

This English version is a translation provided for convenience. In the event of any discrepancy or dispute, the French version prevails.

Preamble

These Terms of Use and Sale (hereinafter the "Terms of Use and Sale" or the "Terms") govern access to and use of the "Odesio" educational training programme (hereinafter the "Programme"), as well as of the interactive educational materials made available for practising the methods taught, in particular the Odesio web application (hereinafter the "Application"), offered by:

Alchimie Capital LLC Limited liability company organised under the laws of the State of New Mexico (United States of America) Registered address: 4405 Jager Dr NE, Ste C4, Box 2043, Rio Rancho, NM 87144 Managing Member: Thibault Doutriaux Contact: contact@alchimiecapital.com

(Full identification, registration and registered agent are set out in the Legal Notice.)

(Hereinafter "Alchimie Capital", "we", "our").

Article 1, Definitions

• "User": any natural person accessing the Services, whether or not holding a paid subscription.
• "Subscriber": a User who has taken out a paid Subscription.
• "Subscription": a pricing offer giving access to the training Programme and to the Educational Materials (see Art. 5).
• "Programme": the Odesio educational training programme, consisting of video modules, written content, market analyses, methodological frameworks, a community, live sessions, webinars and exercises. The Programme constitutes the principal and indivisible subject matter of the contract (see Art. 1 bis).
• "Application": the Odesio web application, including without limitation the Odesio conversational assistant, the guided beginner pathway, the interactive DCA plans, the profit-taking (TP) workshop, the discipline journal, cognitive bias detection, read-only portfolio tracking, columns and indicative tax information. The Application constitutes an interactive educational material ancillary to the Programme, intended to enable the User to practise, memorise and contextualise the methods taught.
• "Educational Materials": all tools, documents, videos, exercises and interactive features of the Application made available for putting the Programme into practice.
• "Educational Content": all content produced or selected by Alchimie Capital as part of the Programme and the Educational Materials.
• "Odesio": a conversational assistant based on generative artificial intelligence, an interactive educational material of the Programme (see Art. 7). Odesio is not an investment advice service and does not produce any personalised recommendation within the meaning of MiCA or MiFID II.
• "Services": collectively means the Programme, the Application and the Educational Materials, as defined above. Where these Terms use the word "Services" without further specification, this refers to the indivisible whole; the subject matter of the contract remains in any event access to the Programme (see Art. 1 bis).
• "User Content": any data, comment, message, question, written material, file or information transmitted by the User through the Services.

Article 1 bis, Subject matter of the contract

1 bis.1 Nature of the contract

The subject matter of this contract is exclusively access to the Odesio educational training Programme. The User subscribes to an educational pathway, not to a standalone software service.

The Application, Odesio, the guided beginner pathway, the interactive DCA plans, the TP workshop, the discipline journal, cognitive bias detection and all other features are ancillary interactive Educational Materials, made available to the User as a means of practising, experimenting with and memorising the methods taught in the Programme.

1 bis.2 Legal characterisation of the Educational Materials

In accordance with the substance over form guideline of European regulators, the Educational Materials do not constitute and shall not be construed as:

• a crypto-asset advice service within the meaning of Art. 3(1)(17) of Regulation (EU) 2023/1114 (MiCA);
• an investment service within the meaning of Directive 2014/65/EU (MiFID II), including investment advice, portfolio management, reception and transmission of orders or execution;
• a payment, custody or financial intermediation service;
• a personalised wealth, tax or estate planning assessment;
• an automated decision-making system producing legal effects or significantly affecting the User within the meaning of Art. 22 GDPR;
• a trading signal, a price forecast or a promise of return.

Any output produced by an Educational Material (including Odesio's responses, generated DCA plans, TP workshops and bias analyses) serves as an illustration and practical case study of the method taught in the Programme. It is never a recommendation, it does not trigger any execution action, and it in no way replaces consultation with an authorised investment adviser (CASP in the EU, CIF registered with ORIAS in France, FSMA intermediary in Belgium).

1 bis.3 Contractual consequences

The following consequences flow from this characterisation, which the User expressly accepts:

1. Consideration for payment: the sums paid remunerate access to the Programme and the right to use the Educational Materials for personal training purposes. They do not remunerate any advice, management, execution or performance guarantee service.
2. Changes to the Materials: Alchimie Capital may modify, add, suspend or withdraw any feature of the Application at any time and without notice. As long as the Programme remains accessible in its educational substance, such changes give rise to no right to a refund, early termination or price reduction.
3. Responsibility for decisions: the User acknowledges that they make any investment decision independently and on an informed basis, after consulting qualified professionals in their jurisdiction. No output of an Educational Material constitutes an instruction to act.
4. Unavailability: temporary unavailability of the Application (maintenance, incident) does not affect the continuity of the Programme, which remains accessible through the other channels (community, live sessions, replays, written materials).

1 bis.4 Explicit information on the nature of the Materials

Each Educational Material of the Application bears, permanently and in a manner that cannot be hidden, a notice recalling its educational nature and referring to this Article 1 bis. Acceptance of these Terms constitutes acceptance of this contractual architecture.

Article 2, Acceptance of the Terms

Access to the Services implies full and unreserved acceptance of these Terms. If the User does not accept all or part of the Terms, they must refrain from accessing the Services.

The User declares that they are at least 18 years of age and have full legal capacity to enter into contracts. Access to the Services is strictly prohibited to minors.

Alchimie Capital reserves the right to amend the Terms at any time. Substantial amendments will be notified to the User by e-mail or via the Application with a minimum notice period of 30 days. Continued use of the Services after this notice period constitutes acceptance of the amended Terms.

Article 3, Nature of the Services, No financial advice

3.1 Strictly educational purpose

The Programme and all the Educational Materials have an exclusively pedagogical and educational purpose. They aim to impart knowledge, methodologies, analytical frameworks and interpretive grids for the crypto-asset market.

The Services do not under any circumstances constitute (see also Art. 1 bis.2):

• An investment advice service within the meaning of Regulation (EU) 2023/1114 ("MiCA") or Directive 2014/65/EU ("MiFID II");
• A portfolio management service;
• A personalised recommendation to buy, sell or hold a specific crypto-asset;
• A trading signal, a price forecast or a promise of return;
• An order transmission or transaction execution service;
• A custody or safekeeping service for crypto-assets.

3.2 Educational characterisation of the interactive Materials

The Application includes several interactive Educational Materials. In order to rule out any ambiguity, the User expressly acknowledges the following characterisation:

• Odesio (AI conversational assistant), an interactive educational material. Odesio answers factual and methodological questions, explains the concepts of the Programme, and illustrates the application of the frameworks through practical case studies. Odesio is not authorised to produce any personalised recommendation on a named crypto-asset, and any output to the contrary must be regarded by the User as a malfunction to be reported (see Art. 7).
• Guided beginner pathway / Beginner assistant, an educational module contextualising the methods of the Programme (DCA, allocation, time horizon) in light of a typical situation entered by the User. The outputs produced are illustrations of the method for exercise purposes, and not a recommended investment plan.
• Interactive DCA plans, an educational workshop enabling the User to practise building a periodic purchase plan according to the method taught in the Programme. The outputs are practical case studies; they contain no recommendation to buy a specific crypto-asset and must be transcribed manually by the User into their own personal plan should they decide to draw one up.
• Profit-taking (TP) workshop, a neutral arithmetic calculation tool enabling the User to formalise, for exercise purposes, hypothetical sell levels based on entry prices that the User enters themselves. No target is injected into or executed by the Application within an exchange. Any alerts are educational reminders inviting the User to review the corresponding modules.
• Discipline journal (formerly emotional journal), a self-assessment tool for the User's discipline with respect to their decisions. The data entered are not used to produce advice or to score the User as an investor. Their processing, which may involve data reflecting emotional state within the meaning of Art. 9 GDPR, is subject to separate explicit consent (see Privacy Policy).
• Cognitive bias detection, an educational tool identifying behavioural patterns described in the Programme and referring the User to the corresponding remediation modules. It does not produce any recommendation to act.
• Read-only portfolio tracking, an aggregated view of positions held elsewhere by the User, via read-only API connections to exchanges. No execution, order transmission or custody function is offered.
• Columns, news, indicative tax information, informational and educational content. The tax information displayed is indicative and does not replace personalised tax advice.

All of these Materials are designed to teach the User to make their own decisions independently. Each output (text, figure, illustration) is an educational application of a framework of the Programme, not an inducement to transact.

3.3 Sole responsibility of the User

The User expressly acknowledges and accepts:

• That they make all their investment decisions independently, without regarding any element of the Programme or any output of the Educational Materials as a personalised recommendation;
• That crypto-assets carry a high risk of total loss of the capital invested, including the possibility of extreme volatility, exchange failures, cyber-attacks and adverse regulatory changes;
• That past performance is no guide to future performance;
• That the taxation of crypto-assets varies according to their country of residence and that it is their responsibility to seek information from qualified professionals;
• That they must consult, before any investment decision, an investment adviser authorised in their jurisdiction (CASP for the EU, CIF registered with ORIAS for France, FSMA intermediary for Belgium, FINMA-authorised adviser for Switzerland).

3.4 Educational segmentation

The Programme uses segmentation by educational profile (e.g.: PATRIMONIAL, NOVICE, AMBITIEUX, CADRE_PRESSE) for the sole purpose of adapting the pace, order and vocabulary of the modules to the User's level of maturity. This segmentation does not constitute investor profiling within the meaning of MiFID II, does not result in any personalised recommendation and produces no legal or similarly significant effect within the meaning of Art. 22 GDPR.

Consent to educational profiling is obtained separately at registration, in accordance with the GDPR.

3.5 Anti-circumvention clause

In the event that, notwithstanding the provisions of these Terms, an Educational Material were exceptionally to produce an output liable to be characterised as a recommendation within the meaning of MiCA or MiFID II, the User undertakes not to act upon it and to report it without delay to contact@alchimiecapital.com via the reporting mechanism built into the Application. Such an output constitutes an operational incident and not the performance of an advice service.

Article 4, Account creation and management

4.1 Registration

Access to the Services requires the creation of an account via our authentication partner Clerk (Clerk Inc., San Francisco, CA). The User undertakes to provide accurate, complete and up-to-date information and to keep it up to date.

4.2 Account security

The User is solely responsible for the confidentiality of their login credentials. Any use of the account is deemed to have been made by the User. The User undertakes to notify Alchimie Capital immediately at contact@alchimiecapital.com in the event of suspected unauthorised use.

4.3 Suspension and closure

Alchimie Capital may suspend or close an account, without notice, in the event of:

• Breach of the Terms or of the Acceptable Use Policy;
• Non-payment or payment fraud;
• Abusive behaviour towards the teams or the community;
• A legal or regulatory obligation.

In the event of closure attributable to Alchimie Capital, sums not yet consumed under a Subscription will be refunded on a pro rata temporis basis.

Article 5, Offers, prices and payment

5.1 Offers

Alchimie Capital offers in particular (indicative list, subject to change):

• a free Discovery offer: basic educational access and an investor profile test;
• a full Odesio subscription (monthly, with a trial period): access to the Odesio assistant and to all the Educational Materials.

Details of the offers, the features included and the prices are set out in the "Offers" section of the Application.

The applicable price list is displayed in the "Offers" section of the Application. Prices are expressed in euros (EUR), inclusive of all taxes for EU consumers.

Consideration for payment, In accordance with Art. 1 bis, the sums paid under a Subscription remunerate access to the educational training Programme and the right to use the Educational Materials for personal practice and memorisation purposes. They remunerate neither an investment advice service, nor a management or execution service, nor a guarantee of performance or of access to any specific software feature. The exact scope of the modules, live sessions, interactive tools and features included in each Subscription is subject to change, without such change giving rise to a right to a refund as long as the Programme remains accessible in its educational substance.

5.2 Payment

Payments are processed by Whop Inc. (United States), a subscription platform that hosts the payment funnel. The available means of payment are those offered by Whop at the time of subscription and displayed at checkout.

The Subscription is billed in advance for the subscribed period (monthly or annual depending on the offer). Renewal is automatic unless terminated before the due date.

5.3 Subscription process

Subscriptions are made exclusively via the Odesio web application, after authentication. No purchase via mobile app stores is offered at this time.

5.4 Payment default

In the event of non-payment, access to the Services will be suspended after notification by e-mail. Any collection costs, late-payment interest (at the statutory rate) and bank charges shall be borne by the defaulting User.

Article 6, EU right of withdrawal

In accordance with Directive 2011/83/EU and EU consumer rights, the consumer User has a withdrawal period of 14 days from subscription, without giving any reason and without penalty.

Important exception, consent to immediate performance: a User who requests immediate access to the digital Educational Content before the end of the 14-day period expressly waives their right of withdrawal for the part already performed (Art. 16(m) Directive 2011/83). This waiver is given by means of an explicit checkbox at the time of purchase.

For details, see the Refund Policy.

Article 7, "Odesio" AI assistant

7.1 Nature of Odesio

Odesio is a conversational assistant based on generative artificial intelligence (large language model technology). In accordance with Article 50 of Regulation (EU) 2024/1689 ("AI Act"), the User is clearly informed that they are interacting with an AI system.

7.2 Limits of Odesio

Odesio is an interactive educational material (see Art. 1 bis and Art. 3.2) which:

• Answers factual and methodological questions about the crypto world;
• Helps to understand the concepts taught in the Programme;
• Contextualises market news in light of the Programme's frameworks;
• Illustrates the application of a method through generic practical case studies for exercise purposes.

Odesio is explicitly configured not to produce:

• Any personalised recommendation to buy, sell or hold a specific crypto-asset;
• Any trading signal or personalised price target;
• Any quantified forecast of prices or returns;
• Any personalised wealth, tax or estate planning assessment;
• Any instruction to execute a transaction.

Where a question would involve a regulated recommendation, Odesio is set up to decline the recommendation and to redirect the User to the corresponding educational modules of the Programme, so that the User can apply the frameworks to their situation themselves, or to an authorised adviser if they are seeking personalised advice.

7.3 Hallucinations and technical limits

The User acknowledges that AI models may produce inaccurate, outdated or misleading responses ("hallucinations"). Alchimie Capital implements reasonable measures to minimise this risk (RAG on a proprietary knowledge base, secure prompting, moderation) but does not guarantee the accuracy of the responses.

The User is invited to verify any significant information against primary sources (Coingecko, official project documentation, etc.) before any decision.

7.4 Human oversight

Alchimie Capital has put in place human oversight of Odesio: conversation logs retained for 12 months, periodic review by the educational team, and a user reporting mechanism via the Application.

7.5 Content generated by artificial intelligence

The User is informed that the Application distributes content produced by generative artificial intelligence, and accepts this by registering.

This concerns:

• Odesio's responses in the conversation thread, including messages it sends on its own initiative;
• editorial content: The Daily Brief (Le Brief quotidien), news summaries, analyses, syntheses and columns;
• audio content: read-aloud versions of the Brief, the analyses and Odesio's notes. These recordings are produced by a synthetic voice; they are not the voice of any real person and do not reproduce anyone's voice;
• personalised content generated from information provided by the User: plans, workshops, profiles, reports.

This content is produced automatically, without systematic prior human drafting. It is subject to the limits described in Art. 7.3 and, like any Educational Material, has no value as a recommendation (Art. 1 bis and Art. 3.2).

7.6 Fair use

The User undertakes to use Odesio fairly and in accordance with the Acceptable Use Policy (Acceptable Use Policy). Attempts at circumvention (jailbreak, malicious prompt injection), mass content extraction or unauthorised automated use are prohibited.

Article 8, Intellectual property

8.1 Alchimie Capital content

All Educational Content, trade marks, logos, visual identity, frameworks, methodologies, prompts, the Odesio knowledge base and the source code of the Services are the exclusive property of Alchimie Capital LLC or are used by it under licence.

These elements are protected by copyright (17 U.S.C. § 102 and the Berne Convention), trade mark law and any other applicable intellectual property right.

8.2 Personal use licence

Alchimie Capital grants the User, for the duration of their Subscription, a personal, non-exclusive, non-transferable, non-sublicensable and revocable licence to access the Educational Content, for strictly personal and non-commercial purposes.

8.3 Prohibitions

The User expressly refrains from:

• Copying, reproducing, publishing, disseminating, reselling, adapting, translating, decompiling or distributing all or part of the Educational Content;
• Using the Content to train a third-party AI model;
• Making their account credentials available to a third party;
• Recording or disseminating the Live sessions of the Training;
• Commercially exploiting the Odesio trade mark or its distinctive signs.

8.4 User Content

The User retains ownership of their User Content (messages, questions, written material). The User nevertheless grants Alchimie Capital a worldwide, non-exclusive, royalty-free licence to use such Content for the operation of the Services, educational improvement (in aggregated and anonymised form) and community moderation, for the necessary duration.

No User Content will be used to train third-party AI models without prior explicit consent.

Article 9, Obligations of the User

The User undertakes to:

• Comply with the Acceptable Use Policy (Acceptable Use Policy);
• Not use the Services for unlawful purposes or purposes contrary to public order;
• Not attempt to access Alchimie Capital's systems by unauthorised means;
• Not disrupt the operation of the Services (DDoS, mass scraping, reverse engineering);
• Not impersonate a third party;
• Respect other Users in community spaces;
• Not disseminate hateful, pornographic, defamatory or unlawful content.

Any breach may result in suspension or closure of the account without refund.

Article 10, Availability and maintenance

Alchimie Capital uses reasonable means to ensure the availability of the Services 24/7. It cannot, however, be held liable for:

• Interruptions related to scheduled maintenance (notified 48 hours in advance where possible);
• Failures of third parties (Clerk, Vercel, Neon, Anthropic, Whop, crypto exchanges, telecom operators);
• Cases of force majeure (Art. 16).

Indicative availability target: 99.5% per month, excluding scheduled maintenance and force majeure. No automatic financial compensation is due in the event of unavailability.

Article 11, Personal data

The processing of the User's personal data is governed by our Privacy Policy (Privacy Policy), which complies with Regulation (EU) 2016/679 ("GDPR").

The User has in particular the rights of access, rectification, erasure, portability, objection and restriction provided for in Articles 15 to 22 of the GDPR. The User may exercise these rights at contact@alchimiecapital.com.

Cookies and similar technologies are governed by the Cookie Policy (Cookie Policy).

Article 12, Liability

12.1 General limitation

To the fullest extent permitted by applicable law, Alchimie Capital's total liability in respect of the Services, for all damages combined, is limited to the sums actually paid by the User under their Subscription in the 12 months preceding the event giving rise to the claim.

12.2 Exclusions

Alchimie Capital shall not be held liable for:

• Financial losses resulting from investment decisions taken by the User, even if inspired by the Educational Content (Art. 3);
• Indirect damages (loss of opportunity, commercial loss, damage to reputation, loss of data not attributable to Alchimie Capital);
• Damages resulting from non-compliant use of the Services by the User;
• Damages caused by third parties (hacking suffered despite reasonable security measures, third-party phishing, compromise of the User's device).

12.3 EU consumers, mandatory rights

These limitations are without prejudice to the mandatory rights of EU consumers, in particular in the event of:

• Fraud or gross negligence on the part of Alchimie Capital;
• Personal injury;
• Lack of conformity of digital services (Directive (EU) 2019/770).

For consumers residing in Belgium, the provisions of Book VI of the Belgian Code of Economic Law (Code de droit économique) remain applicable in all cases.

Article 13, Warranties

The Services are provided "as is" (as is) and "as available" (as available). Alchimie Capital does not warrant:

• That the Educational Content is exhaustive, accurate at all times or up to date with the latest market developments;
• That the Services will operate without interruption or error;
• That Odesio will produce accurate responses in all circumstances (Art. 7.3);
• That the User will obtain any particular return or result by virtue of their subscription.

This clause applies to the fullest extent permitted by applicable law. Mandatory statutory warranties (conformity under Art. 7 Directive 2019/770, latent defects, etc.) remain applicable to EU consumers.

Article 14, Termination

14.1 Termination by the User

The User may terminate their Subscription at any time via the Application (account settings). Termination takes effect at the end of the current billing period, without pro rata refund except in the cases provided for in Art. 6 and in the Refund Policy.

14.2 Termination by Alchimie Capital

Alchimie Capital may terminate the Subscription:

• With 30 days' notice for a legitimate reason (restructuring, cessation of business, regulatory change);
• Without notice in the event of a serious breach by the User (fraud, repeated violation of the Terms).

14.3 Effects of termination

Upon termination, access to the Services is cut off. Personal data are retained for the periods indicated in the Privacy Policy. Clauses which by their nature survive (IP, liability, confidentiality, governing law) remain in force.

Article 15, Mediation and dispute resolution

15.1 Prior complaint

Any complaint must first be addressed to contact@alchimiecapital.com. Alchimie Capital undertakes to respond within 14 working days.

15.2 EU consumer mediation

In the event of a persisting disagreement, the EU consumer may have recourse:

• To the European Commission's European Online Dispute Resolution platform (ODR): https://ec.europa.eu/consumers/odr
• For France: to the competent Consumer Mediator (Médiateur de la consommation)
• For Belgium: to the Consumer Mediation Service (Service de médiation pour le consommateur) (https://mediationconsommateur.be)

15.3 Competent courts

Subject to the mandatory rights of EU consumers, disputes relating to these Terms fall within the exclusive jurisdiction of the courts of the State of New Mexico, United States of America.

EU consumer exception: in accordance with Regulation (EU) 1215/2012 (Brussels I bis), a consumer resident in the EU may also bring proceedings before the courts of their State of residence, and will be judged according to the mandatory consumer protection law of that State.

Article 16, Force majeure

Neither party shall be held liable for a failure to perform its obligations resulting from a case of force majeure within the meaning of applicable case law (natural disasters, war, terrorist acts, pandemics, major infrastructure outages, government decisions, general strikes, massive cyber-attacks affecting critical suppliers).

Article 17, International sanctions and geographical restrictions

The User declares that they:

• Do not reside in a country under US, EU or UN embargo (currently: Cuba, Iran, North Korea, Syria, Crimea, occupied regions of Ukraine, non-exhaustive list);
• Do not appear on the OFAC, EU or UN sanctions lists;
• Comply with the laws of their country of residence relating to crypto-assets.

The Services are not intended for residents of jurisdictions where offering them would be unlawful.

Article 18, Governing law and language

18.1 Governing law

These Terms are governed by the law of the State of New Mexico (United States of America), excluding its conflict of laws rules.

For consumers residing in the EU, the mandatory consumer protection provisions of their State of residence apply in addition (Art. 6 Rome I Regulation).

18.2 Language

These Terms are drafted in French. An English translation may be provided for information purposes. In the event of any divergence of interpretation, the French version prevails for EU consumers; the English version prevails for other jurisdictions.

Article 19, Miscellaneous

19.1 Entire agreement

These Terms, together with the Privacy Policy, the Cookie Policy, the Acceptable Use Policy, the Refund Policy and the Educational Disclaimer, constitute the entire agreement between the parties.

19.2 No waiver

The fact that Alchimie Capital does not invoke a breach by the User shall not constitute a waiver of its right to invoke it subsequently.

19.3 Severability

If any clause of these Terms is held to be invalid, the other clauses remain applicable.

19.4 Assignment

The User may not assign their rights hereunder without the prior written consent of Alchimie Capital. Alchimie Capital may assign these Terms in the context of a restructuring, merger, acquisition or asset transfer, subject to prior notice to the User.

19.5 Contact

Any question relating to these Terms may be addressed to contact@alchimiecapital.com.

Last updated: 2026-06-12, v2.1 (adaptation to the Odesio application as a self-serve subscription service, Odesio brand, removal of placeholders, internal links corrected)

Alchimie Capital LLC 4405 Jager Dr NE, Ste C4, Box 2043, Rio Rancho, NM 87144 New Mexico, United States of America