CLEVERPLACE BINDING TERMS AND CONDITIONS FOR PURCHASERS ACQUIRING CLEVERTOKEN ( CLVR ) April 2018 Version 1.0 TABLE OF CONTENTS

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1 CLEVERPLACE BINDING TERMS AND CONDITIONS FOR PURCHASERS ACQUIRING CLEVERTOKEN ( CLVR ) April 2018 Version 1.0 TABLE OF CONTENTS 1. TERMS STATEMENT OF FACTS THE PROJECT CLEVERTOKEN STRUCTURE AND TOKEN HOLDER RIGHTS CLEVERTOKEN DISTRIBUTION RISKS ELIGIBILITY FINANCIAL REGULATION AND COOPERATION WITH LEGAL AUTHORITIES LIABILITY LIABILITY OF THE CLEVERTOKEN'S PURCHASE NO GUARANTEE PRIVACY AND PURCHASER IDENTIFICATION ANTI-MONEY LAUNDERING AND KNOW YOUR CLIENT PROCESS TAXES INTELLECTUAL PROPERTY NOTICES MISCELLANEOUS These Binding Terms and Conditions ("Terms" or "Document") are entered between into by and between CleverPlace ( CleverPlace or "we") and the purchasers of the CLVR, (hereafter referred to as the "Purchasers" or "you" collectively, and "Purchaser" or you" individually), participating in the crowdsale process organised by CleverPlace. These Terms form the basis for the CLVR distribution. They prevail over all other documents issued by CleverPlace and, as from their date of entry into force, shall apply to all purchases, including outstanding orders, and are deemed to be unconditionally accepted by the Purchasers as of the conclusion of an order. Any other document (e.g. marketing materials, presentation under any format if any, etc.) is therefore given for information purpose only and shall not constitute a contract document that commits the liability of CleverPlace, which may therefore withdraw or modify such documents, without entitling the Purchaser to any compensation. By adhering to the Terms, the Purchaser expressly acknowledges having been thoroughly and comprehensively informed about the contributing process for the Project. The Purchaser is deemed to be fully aware of all the legal norms and technical constraints relating to the acquiring, purchase, possession and use of crypto currencies and tokens based on Blockchain technologies, and to the services offered by CleverPlace. As a consequence the Purchaser acknowledges that he has a complete understanding of the Terms & Conditions and of the token distribution process. By agreeing to acquire CLVR you hereby covenant and agree with CleverPlace to be bound by all of the terms set forth in these Terms and Conditions. Any Purchaser which does not agree with these Terms shall not acquire CLVR. READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE CLVR AND CLEVERPLACE PLATFORM DESCRIBED HEREIN. BY UTILIZING THE WEBSITE LOCATED AT ( Website ) AND PLATFORM OFFERED THEREIN, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS AND THAT YOU AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT AN AUTHORIZED PURCHASER OF THE CLVR AND YOU SHOULD 1

2 NOT USE THIS WEBSITE NOR ITS PRODUCTS. IN THESE TERMS, "YOU" REFERS TO EITHER THE INDIVIDUAL OR ENTITY ACQUIRING THE CLVR DIRECTLY AS WELL AS INDIVIDUAL SIGNING ON BEHALF OF SUCH ENTITY. CLEVERPLACE RESERVES THE RIGHT TO CHANGE, MODIFY, ADD OR REMOVE PORTIONS OF THESE TERMS & CONDITIONS AT ANY TIME FOR ANY REASON AFTER YOU AGREE TO THESE TERMS & CONDITIONS AND YOU AGREE THAT ANY SUCH CHANGES WILL BE BINDING ON YOU. SUCH MODIFICATIONS WILL IN FACT LIKELY HAPPEN AND YOU HEREBY ACKNOWLEDGE THIS FACT. WE SUGGEST THAT YOU REVIEW THESE TERMS PERIODICALLY FOR CHANGES. SUCH CHANGES SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING ON THE WEBSITE. YOU ACKNOWLEDGE THAT BY ACCESSING WEBSITE AFTER WE HAVE POSTED CHANGES TO THESE TERMS, IT SHALL BE CONSIDERED THAT YOU WERE ACQUAINTED WITH AND YOU AGREE WITH THE MODIFIED TERMS. IN PARTICULAR, CLEVERPLACE IS LIKELY TO CHANGE THESE TERMS AFTER THE DEVELOPMENT OF THE CLEVERPLACE PLATFORM AND THEIR PUBLIC RELEASE. THESE TERMS SHALL GOVERN THE CONTRIBUTION PROCESS TO THE CLEVERPLACE PROJECT AND DISTRIBUTION OF THE CLVR. THE CLVR ARE CRYPTOGRAPHIC TOKENS, BASED ON ETHEREUM BLOCKCHAIN NETWORK ALLOWING PURCHASERS TO ACCESS TO A NUMBER OF UTILITY FUNCTIONS WITHIN THE CLEVERPLACE BLOCKCHAIN, SUCH AS ACCESS TO THE PLATFORM ITSELF FOR VERIFICATION AND ABILITY TO REQUEST DATA. CLVR DO NOT PRESENT ANY SHAREHOLDERS RIGHT IN CLEVERPLACE, NAMELY THE TOKENS DO NOT PRESENT SHARES IN CLEVERPLACE, AND HOLDER OF ANY CRYPTOGRAPHIC TOKENS, ISSUED BY CLEVERPLACE IS NOT ENTITLED TO ANY FORM OF DIVIDEND OR OTHER REVENUE RIGHT, OR VOTING RIGHT IN THE SHAREHOLDERS' MATTERS. THE CLVR DOES NOT PRESENT A MONETARY CLAIM AGAINST CLEVERPLACE AND DOES NOT GENERATE ANY FORM OF PASSIVE INCOME RIGHT. CONSEQUENTLY YOU HEREBY AGREE AND UNDERSTAND THAT YOU DO NOT EXPECT ANY PROFITS DERIVED FROM THE PURCHASE OF THE CLVR, BASED ON THE WORK OF CLEVERPLACE. YOU EXPLICITLY CONFIRM THAT YOU ARE AWARE THAT ACQUISITION OF THE CLVR DOES NOT GRANT YOU A RIGHT TO REQUEST PAYMENT OF ANY KIND, BUT MERELY A RIGHT TO USE THE TOKENS WITHIN THE CLEVERPLACE PLATFORM, AS IT IS OR WILL BE DEFINED IN THE WHITEPAPER AND THESE TERMS & CONDITIONS. YOU EXPLICITLY CONFIRM THAT YOU ARE AWARE OF A POTENTIAL RISK THAT THE CLVR LOSE THEIR VALUE COMPLETELY AND YOU CONFIRM THAT YOU ARE ACQUIRING THE CLVR FOR PERSONAL USE AND NOT FOR INVESTMENT OR SPECULATIVE REASONS. THE CLVR ARE AVAILABLE TO PURCHASERS IN EXCHANGE FOR ETH AND CLEVERPLACE WILL ALSO IN THE FUTURE PROVIDE EXCHANGE OF THE CLVR FOR FIAT CURRENCY CORRESPONDING TO A CASHBACK OF ITS COMMISSION AS REAL ESTATE INTERMEDIARY. THE CLEVERPLACE PLATFORM ALSO PROVIDES FOR ADDITIONAL SERVICES (SUCH AS INTERMEDIATION IN THE INSURANCE AND FINANCIAL ENVIRONMENT) WHICH COULD BE REGULATED. IN THAT RESPECT, CLEVERPLACE WILL HOLD ALL THE RELEVANT REGULATORY AUTHORISATIONS THAT COULD BE REQUIRED TO PROVIDE SUCH SERVICES AND TO CONDUCT SUCH ACTIVITY IN COMPLIANCE WITH FRENCH LAW. CLEVERPLACE DOES NOT PROVIDE CUSTODIAL OR WALLET SERVICES FOR THE TOKENS. CLVR ARE DIGITAL UTILITY TOKENS WITH NO RIGHTS TO OWNERSHIP, DIVIDENDS, DISTRIBUTIONS OF ASSETS, VOTING OR OTHER RIGHTS EXCEPT FOR THE IMMEDIATE USE AS A TOKEN TO BE USED WITHIN THE CLEVERPLACE PLATFORM. THIS DOCUMENT OR ANY OTHER DOCUMENT, PRODUCED AND SIGNED BY CLEVERPLACE DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO SELL SHARES OR SECURITIES OR OTHER INVESTMENTS OF ANY KIND, WHETHER IN CLEVERPLACE OR THE WEBSITE OR OTHERWISE. NONE OF THE INFORMATION OR ANALYSES PRESENTED ARE INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION, AND NO SPECIFIC RECOMMENDATIONS ARE INTENDED, AND CLEVERPLACE SERVICES AND THE WEBSITE ARE NOT, DO NOT OFFER AND SHALL NOT BE CONSTRUED AS INVESTMENT OR FINANCIAL PRODUCTS. ACCORDINGLY, THIS DOCUMENT DOES NOT CONSTITUTE INVESTMENT ADVICE OR COUNSEL OR SOLICITATION FOR 2

3 INVESTMENT IN ANY SECURITY OR OTHER INVESTMENT INSTRUMENT AND SHALL NOT BE CONSTRUED IN THAT WAY. THIS DOCUMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, ANY OFFER FOR SALE OR SUBSCRIPTION OF, OR ANY INVITATION TO OFFER TO BUY OR SUBSCRIBE FOR, ANY SECURITIES OR OTHER INVESTMENT. ACQUISITION OF CLVR FROM CLEVERPLACE DOES NOT PRESENT AN EXCHANGE OF CRYPTOCURRENCIES FOR ANY FORM OF ORDINARY SHARES OR OTHER INVESTMENT IN CLEVERPLACE, ITS AFFILIATES OR THE WEBSITE, AND HOLDER OF ANY CRYPTOGRAPHIC TOKENS, ISSUED BY CLEVERPLACE IS NOT ENTITLED TO ANY FORM OF DIVIDEND, DISTRIBUTION OR RIGHT TO ASSETS OR PROFITS OF ANY KIND. HOLDERS OF CLVR ARE ONLY ENTITLED TO THE USE OF THE CLEVERPLACE PLATFORM AND SOFTWARE AND CERTAIN OTHER RIGHTS WITHIN THE CLEVERPLACE PLATFORM IN ACCORDANCE WITH THE TERMS SET OUT HEREIN. CLEVERPLACE IS CREATING THE CLEVERPLACE PLATFORM AND IS ALSO OPERATING THE CLEVERPLACE PLATFORM. CLEVERPLACE ALSO EXPLICITLY WARNS YOU AND YOU EXPLICITLY AGREE THAT WITHDRAWAL OF THE TOKENS UPON THEIR ACQUIRING MIGHT BE CONDITIONED BY REQUEST THAT EACH PURCHASER PASSES THE IDENTIFICATION PROCESS (KNOW YOUR CUSTOMER) AND THAT WITHDRAWAL OF THE CLVR MIGHT NOT BE POSSIBLE (MAY BE REFUSED BY CLEVERPLACE) UNTIL EACH PURCHASER COMPLETES THE IDENTIFICATION PROCESS. ANY PERSON OR ENTITY, INCLUDING ANYONE ACTING ON ITS BEHALF, BEING BASED, DOMICILED, LOCATED OR INCORPORATED IN UNITED STATES OF AMERICA, NEW ZEALAND, THE REPUBLIC OF NORTH KOREA, OR PEOPLE S REPUBLIC OF CHINA, SHALL NOT USE THE WEBSITE OR ACQUIRE OR USE CLVR AND SHALL LEAVE THE WEBSITE IMMEDIATELY, OTHERWISE THIS PERSON ASSUMES ALL THE RESPONSIBILITY AND LIABILITY ARISING FROM THE CONTINUED USE OF THESE WEBSITE AND/OR CLVR AND SHALL INDEMNIFY CLEVERPLACE FOR ANY DAMAGES ARISING OUT OF THIS. CLEVERPLACE EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY, LIABILITY AND POSSIBLE THIRD-PARTY LIABILITY FOR ANY DIRECT OR CONSEQUENTIAL LOSS, PURE FINANCIAL LOSS, LOSS OF PROFIT OR DAMAGE OF ANY KIND WHATSOEVER ARISING DIRECTLY OR INDIRECTLY FROM: (I) RELIANCE ON ANY INFORMATION CONTAINED IN THIS DOCUMENT, (II) ANY ERROR, OMISSION OR INACCURACY IN ANY SUCH INFORMATION OR (III) ANY ACTION RESULTING THEREFROM, (IV) USAGE OR ACQUISITION OF PRODUCTS, AVAILABLE THROUGH THE WEBSITE. 1. TERMS 1.1. The following terms shall have for the purposes of these General terms and conditions the following meanings AML means anti-money laundering and refers to a set of rules, prescribed by law or selfdefined by CleverPlace, regarding reducing the risks of money laundering CleverPlace is CleverPlace SAS, a French société par actions simplifiée (simplified joint stock company), registered at 8 rue Centrale Nice, France, registration number RCS R.C.S. Nice, duly represented by its President, (hereafter referred to as "CleverPlace") CleverPlace IP has the meaning, set out in paragraph CleverPlace Platform shall have the meaning, set out in paragraph Crowdsale" means the token sale launched by CleverPlace and concerning the issue and purchasing of CLVR Digital Assets means Ether ("ETH") allowing the purchase the CLVR and authorized by CleverPlace during the Crowdsale and any other crypto-currency such a Bitcoin ("BTC") as an example. 3

4 1.8. European Economic Area or EEA shall mean all EU countries and in addition Iceland, Liechtenstein and Norway KYC means know your customer, and it represents a process of identification and verification of the identification data of particular Purchaser Main-Sale means the sale of CLVR contemplated from September 18 th 2018 (08:00 UTC/GMT) to October 15 th 2018 (08:00 UTC/GMT) Purchaser means any entity, individual or individual person, participating in the contribution process for the Project Pre-Sale means the sale of CLVR contemplated from August 14 th 2018 (08:00 UTC/GMT) to September 10 th 2018 (08:00 UTC/GMT) Price means 0,10 EUR (all tax included) (or the equivalent in ETH) necessary to acquire an CLVR during the Crowdsale as sets out in paragraph Project shall have the meaning, set out in section "Round" shall have the meaning, set out in paragraphs 5.8 and Restricted Areas shall have the meaning, set out in paragraph Terms means these General Terms and Conditions Total CLVR Number shall have the meaning, set out in paragraph Third-party Wallet is a solution, enabling Purchasers to store their CLVR VAT means value added tax of relevant jurisdiction, if applicable Website shall mean White Paper or Whitepaper shall mean a document, called White Paper or Light Paper, published in CleverPlace's website, or any other document created by CleverPlace, describing the envisaged features and operability of the CleverPlace Platform, Project and CLVR. 2. STATEMENT OF FACTS 2.1. The Project includes the setting-up of a platform enabling holders of CLVR to display the intermediation margin within a real estate transaction. The Project will allow holders of CLVR to compare price of real estate products and services referenced on the CleverPlace Platform The Holders of CLVR could benefit from a cashback on the basis of the marketing margin collected by marketplaces. CleverPlace will disclose such margin on the CleverPlace Platform and allow holders of CLVR to benefit from a 70% cashback calculated on this marketing margin on real estate projects CLVR's purpose: The CLVR enables (i) membership to the CleverPlace community, (ii) receiving cashback when purchasing through the CleverPlace Platform, (iii) benefiting from rewards on each sale processed by other members through the CleverPlace Platform The CLVR can be exchanged for a cashback during a purchase on the ClverPlace Platform, (ii) may be sold or purchased over the counter and through on-platform marketplaces, (iii) may be transferred to a third party. 4

5 2.4. Disclaimer: Other token use cases may be implemented, by anyone in the open-source community, independently from the token initial purpose. 3. THE PROJECT 3.1. CleverPlace intends to create an open source platform using blockchain functionalities running through the use of the CLVR The Platform consists in: Providing Purchasers with an access to some of new real estate programs available on the market at a direct price; Providing the Purchasers with the elements that will enable them to confirm that the real estate product meet their criteria without being solicited by phone; Providing the Purchasers with a benefit of 70% cashback of the commercial fees integrated into a public price of a real estate; Providing Purchasers with a support for all real estate transactions on a privileged access; Providing rewards to Purchasers using the CleverPlace Platform and encouraging others to become familiar with the CleverPlace Platform The Project does not encompass and CleverPlace is not provider of: any investment security or product whatsoever; any exchange services between virtual currencies and fiat currencies; any wallet or custodial services of credentials necessary to access virtual currencies Regulatory: The CleverPlace Platform will allow Purchasers of CLVR to Together with the cashback, the CLVR will allow the Purchasers benefiting of differnet servies offered by the CleverPlace Platform. Some of the services relate to regulated intermediary activities in insurance and banking products together financial adviser and real estate transactions. As consequence, CleverPlace will comply with French law and regulation applying for all such intermediation regulated activities and in particular will adop the relevant regulatory status applying to intermediation for (i) real estate insurances, (ii) real estate credit, (iii) financial advise (iv) advice in real estate transactions. Thus, CleverPlace will register and obtain all the relevant authorizations from the followings organizations and professional associations: Organization for the Single Registry of Insurance Intermediaries (ORIAS) as an Intermédiary in Banking Operations and Payment Services, The ORIAS as an Insurance Intermediary, The French Associations of Banking Intermadiaries (AFIB), The National Associations of Financial Advisers (ANACOFI), The Chambes of Commerce and Industry (CCI) with a real estate agent status (Transaction Card) Purchasers understand and accept that the Project is currently in alpha development phase and that still requires substantial development work and risk of execution. Due to unforeseeable material conceptual, technical and commercial changes before the final release, or any time after the release of the CleverPlace Platform, Purchaser understands and accepts that an upgrade of CleverPlace Platform and/or CLVR may be required and that, if Purchaser decide not to participate in such upgrade, he may no longer use his CLVR and that non-upgraded CLVR may lose their functionality in full. 4. CLVR STRUCTURE AND TOKEN HOLDER RIGHTS 4.1. CLVR will be an ERC-20 compatible Ethereum token with a number of additional functionalities built on top. CLVR is an integral part of the CleverPlace Platform, which cannot operate without CLVR as the fuel. The CLVR has the features as described in paragraph 3.2. CLVR smart contract address for the Crowdsale will be published in due time prior to CLVR distribution. 5

6 4.2. The CLVR will first be initiated on the Ethereum blokchain as a smart contrat (ERC20) token. Once the CleverPlace Platform is operationel, the CLVR will be used on the CleverPlace Platform. The Purchaser will start to be able to use the CLVR as a fuel to the CleverPlace Platform The creation and maintenance of the CLVR on the Ethereum blockchain includes a risk of hacking, human error and technical issues CLVR carries no rights, express or implied, other than those, set out in its Ethereum token code and as provided herein, and only if CleverPlace successfully completes and delivers the CleverPlace Platform. In particular, CLVR holders shall not have any influence in the development or governance of CleverPlace, and CLVR do not represent or constitute any ownership right or stake, share or security or equivalent rights or any right to receive future revenue shares, or any other form of participation in or relating to CleverPlace. Purchasers understand that by acquiring CLVR they have not shareholding rights, monetary claims, interest or any other right in CleverPlace and its governance The CLVR will not entitle the Purchasers: To participate and vote any decision within CleverPlace, To benefit from any economical right, gain, asset or economical equivalent claim against CleverPlace CLVR are designed to be exchangeable on cryptographic token exchanges. CleverPlace gives no representations or warranties that CLVR will be exchangeable on a limited crypto high standard quality exchanges You explicitly agree and understand that the features of the Project, the CleverPlace Platform and the CLVR, described herein, might not be all implemented in the end due to unforeseeable circumstances. The CleverPlace Platform and CLVR do not depend only on the CleverPlace development, but also on the involvement and activities of the community members. The technologies, being used for the development of the Project, are developing at a fast pace and there are novelties being introduced constantly. Consequently, the end CleverPlace Platform and CLVR might be different in functionality, nature and structure, which you explicitly agree to and you confirm that you understand that the features described herein are only for the purpose of exemplifying. 5. CLVR DISTRIBUTION 5.1. Contributions, given to CleverPlace in exchange for CLVR shall be considered as financial contributions to the CleverPlace Project. Failure to follow the instructions on the Website may limit, delay, or prevent a Purchaser from contributing and from receiving CLVR. Purchasers understand and accept that they are only making a contribution to the CleverPlace Crowdsale and will receive CLVR in exchange. Contributions will be carried out in ETH through the use of a smart contract system on Ethereum and will give rise to CLVR in exchange. There will be no other mean of contribution than ETH CleverPlace reserves the right at any time to effect to an emergency stop functionality to stop the distribution process of CLVR. Use of this functionality shall remain in discretion of CleverPlace and shall only be used in limited situations, such as, but not limited to: i) serious security issue detected, ii) serious network performance issue, depriving all Purchasers of equal treatment, iii) any type of material attack on the CLVR, contribution and token issuance functionality, the CleverPlace Platform, Website or Ethereum network or other unforeseen circumstances in CleverPlace sole discretion Purchasers, wishing to participate in the CLVR distribution, will be obliged to send their ETH for acquisition of CLVR from an Ethereum wallet address, for which they control the private 6

7 key, whereas such address shall not belong to a Digital Assets exchange. Purchasers will receive their CLVR only to the same address, from where they sent the ETH Purchasers wishing to participate in the CLVR distribution will have to provide an Ethereum wallet address, for which they control the private key, on which will be sent the CLVR (Following the satisfaction of the KYC process). It is agreed that any fee, if any, for the process of the check shall be born by the Purchaser The funds received by CleverPlace from the distribution of CLVR will belong to CleverPlace and will be used by CleverPlace in its sole discretion to pay expenses of the CLVR distribution process, and to develop, launch and operate the Project Contribution Stage: The Crowdsale will consist of two main stages of contribution (the Pre- Sale and the Main Sale) available for the Purchasers who will contribute to the Crowdsale. There will be different discount granted to Purchasers depending on whether they are purchasing on the Pre-Sales or the Main Sale. All Purchasers will purchased the CLVR on a basis of a Price as defined in paragraph Note: Participation in the Crowdsale is reserved for natural or individual persons acting within the scope of their professional activities. Any private individual acting on a non-professional basis as a simple consumer within the meaning of EU Directive 2011/83/EU relating to consumer rights is excluded from the Crowdsale Token allocation: CleverPlace will issue 600,000,000 (six hundred million) of CLVR ( Total CLVR Number ) for a maximum amount of EUR 60,000, CleverPlace will sell a maximum of 210,000,000 CLVR (two hundred ten millions) CLVR constituting the hard cap (the Hard Cap ) corresponding to EUR 21,000,000 during the crowdsale. The CLVR dedicated to Purchasers will represent a maximum of 35% of the Total CLVR Number; % of the Total CLVR Number (312,000,000 of CLVR) will constitute a reserve kept in escrow on a specific escrow wallet belonging to CleverPlace with a (1) one year lock-up during which the CLVR will not be used. There will be used in particular for the development of the Platform commercial activities, development of the Platform and community development; % of the Total CLVR Number (18,000,000 of CLVR) will be kept in escrow by CleverPlace on a specific escrow wallet and attributed to the founders, employees and advisors. CLVR attributed to founders and employees will be bloked for a minimum period of 12 months and will be released the second year at a rythm of 1/12 per month. CLVR attributed to advisors will be released the first year at a rythm of 1/12 per month; % of the Total CLVR Number (60,000,000 CLVR) will be dedicated to the Advisors. For the sake of clarity, this would means that if 70 CLVR are issued and sold during the Crowdsale, 36.4 CLVR will be issued and kept (not sold) during the Crowdsale. There will be a minimum threshold for the Crowdsale fixed at EUR 2,000,000 (the "Soft Cap"), corresponding to 20,000,000 CLVR. This means that, in the event where CleverPlace will not hit the Soft Cap during the Crowdsale, there will be a redemption of ETH to the Purchasers and the crowdsale will not be completed. CLVR issued and not sold during the Crowdsale will be kept in escrow by CleverPlace for a period of 3 years. After the 3 years, these CLVR will automatically be released at a monthly (30 ays) rate of 5% through a smart ontract Pre-Sale - CLVR will be sold as follows: 7

8 CLVR sold during Round 1 of Pre-Sale will be sold during week 1 and 2 with a 25% discount and with a hard cap of 45,000,000 CLVR, CLVR sold during Round 2 of the Pre-Sale will be sold during weeks 3 and 4 with a 20% discount with a hard cap of 90,000,000 CLVR, During Pre-Sale, an additional bonus will be offered to the first 60,000,000 CLVR sold, doubling the basic community multiplier. This will (i) divide by 2 the number of CLVR required for any purchase on the CleverPlace Platform; (ii) double the number of CLVR distributed after the cashback is attributed to the Purchasers Main Sale: CLVR will be sold during Main Sale from Round 3 to Round 7, also benefiting from an additional bonus attributed to the Purchasers holding the CLVR for more than 3 months, as follows: Round 3: 15% bonus with a hard cap of 120 million of CLVR cumulated over the 3 rounds week Round 4: 10% bonus with a hard cap of 150 million CLVR cumulated over the 4 rounds week Round 5: 5% bonus with a hard cap of 180 million CLVR cumulated over the 5 rounds week Round 6: 2.5% bonus with a hard cap of 210 million CLVR cumulated over the 6 rounds week 4 This additional bonus will be attributed to the Purchasers to their ETH address if and only if the CLVR purchased during the Crowdsale have been kept on the initial ETH wallet for 3 months (90 days) after the end of the Crowdsale (13 January 2019) The CLVR will be purchased using ETH for the Price (0.10 per CLVR) The Purchaser will bear the risk of change between the period where the ETH have been sent to CleverPlace and the moment where CleverPlace has issued and attributed the CLVR to the Purchasers (thus, if the price of the ETH is falling down, the Purchaser will obtain less CLVR, if the price of the ETH is growing, the Purchaser will obtain more CLVR (unless in the case of sur-subscription where there will be not enough CLVR for all Purchasers and CleverPlace could redeem ETH to the Purchasers). The amount of re-allocated CLVR linked to a specific order from a Purchaser will be calculated on the basis of the price of the ETH at the time the payment is confirmed. A payment will be confirmed if still pending 15 minutes after the order was made (the number of confirmation blocks may vary depending on the supporting blockchain as well as the level of network congestion). In case of sur-subscription, the CLVR will be attributed to the Purchasers according to the chronological process of order. Order that would not be honored will be refunded to Purchasers within eight weeks of the end of the Crowdsale (using the original payment method in ETH). The value of TH will be the one in effect on Kraken exchange platform: Bounties Our goal is to make sure our software will adhere to the highest security and performance standards and be adopted as widely as possible. We understand that it is crucial to reward the public for helping us in this journey. We will launch a bug Bounty Programs of 2 or 3 weeks. Reward for the bug bounty will be as follows upon completion of the Crowdsale: - Critical bug: up to USD 5,000 in ETH, - High bug: up to USD 3,000 in ETH, - Medium bug: up to USD 2,000 in ETH, - Low bug: up to USD 400 in ETH. Our service provider BlockchainPartners will be in charge of collecting answers and evaluate the level of reward to be attributed. 8

9 5.13. Transparency of contribution All CLVR contribution during Crowdsale will be visible on the blockchain which can be viewed and be publicly accessible via the Ethereum blockchain browser like or similar and contributions are managed by the smart contract deployed on Ethereum Network Delivery of CLVR The CLVR will be distributed automatically by the smart contract deployed by CleverPlace on the Ethereum blockchain 7 days after completion of the Crowdsale (following satisfaction of the KYC process and payment of the Price of the CLVR); Purchasers hereby explicitly agree that it is CleverPlace s exclusive discretion that it may decide that the Purchasers will only be entitled to receive their respective CLVR after they complete the KYC process, namely after they provide the required personal data in accordance with these Terms. Purchasers hereby explicitly acknowledge and agree that they might not receive CLVR if they will not finish the KYC process even if, by a mean of another, they have in fact contributed in ETH to the CleverPlace smart contract (which should theoretically not be possible without having complied with the relevant KYC process), and such contributions should not be reimbursable due to their unwillingness or inability to complete the KYC process CLVR distribution will be offered only through the Website. No third-party website or a different provider is allowed and has not been in any way supported, engaged, authorized or authorized by CleverPlace and must not be relied upon in any way. The only official and authorized website and CLVR distribution provider is You must ensure that the URL of your web browser indicates that it is using a hypertext transport CleverPlace Platform secure connection ( https ) and that the domain name is correct. CleverPlace shall not be liable for errors made by Purchasers in using the Website. Notwithstanding the above, CleverPlace may partner with third party service provider to enable easier acquisition of CLVR with ETH All contributions to CleverPlace in exchange for CLVR are final and non-refundable subject to paragraphs 5.11 (sur-subscription) and 5.14 (completion of the KYC process). CleverPlace will not reimburse the Purchasers in the event the CleverPlace Platform is not ultimately deployed, or does not operate on a permanent basis or does not offer the exactly equivalent services and features described in the White Paper. By participating in the CLVR distribution, you acknowledge that CleverPlace is not required to provide a refund for any reason, and that you will not receive money or other compensation in lieu of a refund. CleverPlace will not reimburse the Purchasers in the event the CleverPlace Platform is not ultimately deployed, or does not operate on a permanent basis or does not offer the exactly equivalent services and functionalities described in the White paper The CLVR is not a consumer product and its Purchasers accepts explicitly and agree to it that they are not covered by the consumer protection regulation of any jurisdiction. 6. RISKS 6.1. You understand that Digital Assets, CLVR, blockchain technology and other associated and related technologies are new and untested and outside of CleverPlace exclusive control and adverse changes in market forces or the technology, broadly construed, may prevent or compromise CleverPlace s performance under these Terms In addition to the above, you also acknowledge that you have been warned of the following risks, associated with the Website, the CleverPlace Platform, the CleverPlace and other relevant technologies mentioned herein Legal risks 9

10 There is a risk that in some jurisdictions the CLVR might be considered to be a security, or other regulated investment now or in the future, or might be considered some other type of regulated instrument. CleverPlace believes, but does not give representations, warranties or guarantees that CLVR are not a security or regulated investment in all jurisdictions. CleverPlace has diligently, to the best of its knowledge, already prohibited acquiring of CLVR by individuals and entities from jurisdictions, where legal uncertainties regarding obtaining, sale and usage of cryptographic tokens are unreasonable high (see section 6 of this Term). Each Purchaser of CLVR shall bear their own legal or financial consequences of CLVR being considered a security or other regulated investment or instrument in their respective jurisdiction. Based on CleverPlace current belief that the CLVR are not securities or other regulated product when issued, CleverPlace does not intend to attempt to comply with securities or regulated investment offering laws in any jurisdiction. However, due to the continually changing regulatory environment worldwide, CleverPlace reserves the right to decide to register, obtain license, or otherwise take action to attempt to comply with any new law or regulation relating to CleverPlace and the CLVR, which could have a material adverse effect on (i) CleverPlace ability to conduct the Crowdsale and/or (ii) CLVR holders ability to use their tokens. Every Purchaser is required and bound to determine for themselves if the acquiring, receipt, trading, use, transfer or disposal of CLVR is legal in its jurisdiction, and hereby covenants and agrees not to use CLVR should their use not be legal in the relevant jurisdiction. If a Purchaser determines that the use of CLVR under these Terms is not legal in its jurisdiction, it should not use the CLVR, not acquire them and should immediately stop using or possessing them if such case arises. Acquiring cryptographic tokens for personal possession and exchanging them for other cryptographic tokens will most likely continue to be scrutinized by various regulatory bodies around the world, which has so far given mixed reactions and regulatory impact. The legal ability of CleverPlace to provide CLVR and the CleverPlace Platform in some jurisdictions may be eliminated by future regulation or legal actions. In the event, it turns out with a high degree certainty that CLVR are not legal in certain jurisdiction, CleverPlace would either a) cease operations and possible use of CLVR in that jurisdiction, or b) adjust CLVR and the CleverPlace Platform in a way to comply with the regulation should that be a possible and viable alternative. For some of the services offered by the CleverPlace Platform, CleverPlace already undertakes to comply with French law requirements and in particular to register and adopt the relevant regulatory status detailed under paragraph 3.4 above (For the sake of clarity, please note that such registration is not linked to the qualification of the CLVR as a security or as a regulated investment under French law but mainly linked to the nature of some of the services offered under the CleverPlace Platform) Risks associated with the CleverPlace Platform CLVR are based on CleverPlace Platform. As such, any malfunction, unintended function or unexpected functioning of the CleverPlace Platform may cause the CLVR to malfunction or function in an unexpected or unintended manner. More information about the CleverPlace Platform is available at Risk of unfavorable regulatory action in one or more jurisdictions Blockchain technologies have been the subject of scrutiny by various regulatory bodies around the world, including but not limited to anti-money laundering and securities/investment regulations. The functioning of the CleverPlace network and associated blockchain networks and Digital Assets and CLVR could be impacted by one or more regulatory inquiries or actions, including but not limited to restrictions on the use or possession of digital tokens like CLVR, which could materially impede or limit their existence, permissibility of their use and possession, and thus causing a material reduction in their value Risk of theft and hacking Hackers or other groups or organizations may attempt to interfere with your Third-party Wallet, the Website or the availability of CLVR and Digital Assets in any number of ways, including without 10

11 limitation denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensusbased attacks. You hereby agree that CleverPlace shall have no liability for any such loss you incur Risk of security weaknesses in the Websites and CLVR source code or any associated software and/or infrastructure There is a risk that the Websites and CLVR may unintentionally include weaknesses or bugs in the source code interfering with the use of or causing the loss of CLVR Risk of weaknesses or exploitable breakthroughs in the field of cryptography Advances in cryptography, or technical advances such as the development of quantum computers, could present risks to cryptocurrencies, CLVR, the CleverPlace Platform, which could result in the theft or loss of CLVR Risk of mining attacks As with other decentralized cryptocurrencies, CleverPlace Platform, which is used for the CLVR, is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, selfish-mining attacks, and race condition attacks. Any successful attacks present a risk to the CLVR, expected proper execution and sequencing of CLVR, and expected proper execution and sequencing of blockchain contract computations in general. Despite the efforts of CleverPlace, the risk of known or novel mining attacks exists. Mining Attacks, as described above, may also target other blockchain networks, with which the CLVR interact with and consequently the CLVR may be impacted also in that way to the extent, described above Risk of low or no liquidity Even though there are currently online services available, which enable possibility of exchange of cryptographic tokens between themselves, and also, some of them enable exchange of cryptographic tokens for fiat money, there are no warranties and/or guarantees given that CLVR will be listed or made available for exchange for other cryptographic tokens and/or fiat money, and no guarantees are given whatsoever with the capacity (volume) of such potential exchange. It shall be explicitly cautioned, that such exchange, if any, might be subject to poorly-understood regulatory oversight, and CleverPlace does not give any warranties in regard to any exchange services providers. Purchasers might be exposed to fraud and failure. In any case, CleverPlace will not enable exchange of CLVR for other cryptographic tokens or for fiat currency. Purchaser may not at any given time be able to acquire or dispose of its CLVR due to lack of liquidity Risk of loss of value Even though CLVR are not financial instruments, they might be awarded certain monetary value by the Purchasers and the markets. CleverPlace gives no warranty in respect of CLVR value and warns the Purchasers that value of CLVR may fluctuate and that CLVR may also lose their value entirely. There might be different reasons that would cause unfavorable fluctuations of the value of the CLVR Risk of change / Fees There is a foreign exchange risk for the Purchaser as the exchange rate of the ETH used to calculate the number of CLVR will not necessarily be the rate used at the time the Purchaser sent the ETH but the rate at the time it was received by CleverPlace. In addition, there may be additional charges and commissions incurred in connection with the conversion Risk of uninsured losses CLVR are entirely uninsured Risk of malfunction in the CleverPlace Platform or any other Blockchain 11

12 It is possible that the CleverPlace Platform or any other network, to which the CLVR are interacting with, malfunctions in an unfavorable way, including but not limited to one that results in the loss of CLVR Internet transmission risks You acknowledge that there are risks associated with using the CLVR including, but not limited to, the failure of hardware, software, and Internet connections. You acknowledge that CleverPlace shall not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Websites and CLVR, howsoever caused Unanticipated risks Cryptocurrencies and blockchains are new and untested technology. In addition to the risks set forth here, there are risks that CleverPlace cannot foresee and it is unreasonable to believe that such risks could have been foreseeable. Risks may further materialize as unanticipated, all of which could lead to loss of value and utility of CLVR Unforeseeable events CleverPlace shall not liable for any loss, damage or other form of loss resulting from force majeure. Force majeure shall be unforeseen and unexpected event that occurs independently of the will of the contracting parties and which the contracting parties could not foresee when entering into a contract Insufficient interest in CleverPlace, the CleverPlace Platform and CLVR It is possible that CleverPlace, CLVR or the CleverPlace Platform will not be used by a large number of individuals, businesses and other organizations and that there will be limited public interest in the creation and development of its functionalities. Such a lack of interest could impact the development of the CleverPlace Platform and result in a failure of the CleverPlace Platform and loss of utility (and value) of CLVR CLVR and the CleverPlace Platform, as developed, may not meet your expectations The CleverPlace Platform is currently under development and may undergo significant changes before release. Your expectations regarding the form and functionality of the CleverPlace Platform and CLVR may not be met upon release of new Website, deployment of the CleverPlace Platform, additional products and services for any number of reasons, including a change in the design and implementation plans and execution of the implementation of CLVR The CleverPlace Platform may never be completed or released The CleverPlace Platform may never be released and operational, or may be delayed substantially for unforeseen reasons, even though CleverPlace will make reasonable efforts to complete and deploy it Speculative participation A participation in a crowdsale is highly speculative. Purchasing the CLVR should be considered only by participants who are able to make a long term commitment and are aware of the risk factors involved in such a Crowdsale. The Purchasers should only purchase the CLVR if they are able to bear the risk of the entire loss of their investment and have no need for immediate liquidity in such purchase CLVR Purchasers may experience more dilution CleverPlace is able to issue the CLVR according to these Terms. CLVR Purchasers may experience more dilution in the future. 12

13 Less than full amount pre-sold There can be no assurance that a sufficient amount of CLVR will be sold during the Crowdsale. In that case, less than the maximum necessary funds will be available to CleverPlace and, consequently, its technology development and business development plans and prospects could be adversely affected Development on a best effort basis Purchasers in the Crowdsale further confirm to understand and accept that while the individuals and entities assigned to this task, in particular CleverPlace, will make reasonable efforts to develop and complete the CleverPlace Platform, it is possible that such development may partially or fully fail and CLVR become useless-and/or valueless due to technical, commercial, regulatory or any other reasons No Ownership, Revenue or Governance Rights Purchaser understands and accepts that CLVR do not represent or constitute any ownership right or stake, share or security or equivalent rights nor any right to receive future revenues shares or any other form of participation or governance right in or relating to CleverPlace Risk of non-compliance with privacy regulation As of issuing these Terms, all aspects of effects of privacy regulation are not yet clear, and privacy regulation might substantially differ in different jurisdictions across the world. Some envisaged features of the Project might not be by itself compliant with the applicable regulation and will need to be adjusted, modified or omitted The CLVR and the CleverPlace Platform are provided as is and with all faults. We and our affiliates and licensors make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the CLVR and the CleverPlace Platform, including any warranty that the CLVR will be uninterrupted, error free or free of harmful components, secure or not otherwise lost or damaged. Except to the extent prohibited by law, we and our affiliates and licensors disclaim all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade Business risks: Purchasers acknowledge that they have been warned of the business risks, associated with the Website, the Digital Assets, the CLVR, the CleverPlace Platform and other relevant technologies mentioned herein: No assurance of profitability CleverPlace operates at a loss and there is no assurance that CleverPlace will ever be profitable. No revenues have been recorded as of the date of these Terms No Personal data CleverPlace receives, transmits and stores a large volume of personally identifiable information and other sensitive data from its customers and potential customers. There are French laws regarding privacy and the storing, sharing, use, disclosure and protection of personally identifiable information and sensitive data. Specifically, personally identifiable information is increasingly subject to legislation and regulations to protect the privacy of personal information that is collected, processed and transmitted. Any violations of these laws and regulations may require CleverPlace to change its business practices or operational structure, address legal claims and sustain monetary penalties and/or other harms to its business Additional capital may be required CleverPlace intends to continue to make investments to support the growth of its business and build the CleverPlace Platform. As such, it may require additional capital to pursue its business objectives 13

14 and respond to business opportunities, challenges or unforeseen circumstances, including increasing its marketing expenditures to improve its brand awareness, developing new products or services or further improving existing products or services, enhancing its operating infrastructure and acquiring complementary businesses and technologies. Accordingly, it may need to engage in equity or debt financings in addition to the Crowdsale to secure additional funds. However, additional funds may not be available when CleverPlace needs them, on terms that are acceptable to CleverPlace, or at all. In addition, CleverPlace's agreements with other lenders may make it more difficult for it to obtain additional capital and to pursue business opportunities. If CleverPlace raises additional funds through issuances of equity or convertible debt securities, its existing shareholders could suffer significant dilution, and any new equity securities CleverPlace issues could have rights, preferences and privileges superior to those of holders of its common stock. If CleverPlace is unable to obtain adequate financing or financing on terms satisfactory to CleverPlace, when it requires, its ability to continue to pursue its business objectives and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and its business, operating results, financial conditions and prospects could be adversely affected Security breaches of customers confidential information CleverPlace stores customers personal information and other sensitive data. Any accidental or willful security breaches or other unauthorized access could cause the theft and criminal use of this data. Security breaches or unauthorized access to confidential information could also expose CleverPlace to liability related to the loss of the information, time-consuming and expensive litigation and negative publicity. If security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in CleverPlace's software are exposed and exploited, and, as a result, a third party obtains unauthorized access to any of its customers data, CleverPlace's relationships with its customers will be severely damaged, and CleverPlace could incur significant liability. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and are generally not recognized until they are launched against a target, CleverPlace may be unable to anticipate these techniques or to implement adequate preventative measures which are costly to implement. Any security breach, whether actual or perceived, may cause the Purchasers to lose confidence in the effectiveness of its data security measures and would harm its reputation and CleverPlace may lose Purchasers Protection of the intellectual property rights CleverPlace's ability to service its Purchasers will depend, in part, upon its intellectual property. It primarily relies on copyright, trade secret and trademark laws, trade secret protection and confidentiality or license agreements with its employees, customers and others to protect its intellectual property rights. However, the steps it takes to protect its intellectual property rights may be inadequate. CleverPlace currently does not have any issued patents. In order to protect its intellectual property rights, CleverPlace may be required to spend significant resources to monitor and protect these rights. Litigation brought to protect and enforce its intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of its intellectual property. Furthermore, its efforts to enforce its intellectual property rights may be met with defences, counterclaims and countersuits attacking the validity and enforceability of its intellectual property rights. CleverPlace's failure to secure, protect and enforce its intellectual property rights could seriously harm its brand and adversely affect its business Success of marketing efforts CleverPlace believes that an important component of its growth will be continued market penetration through its direct marketing channel. To achieve this growth, CleverPlace anticipates relying heavily on marketing and advertising to increase the visibility of CleverPlace Platform brand with potential Purchasers. The goal of this marketing and advertising is to increase the strength, recognition and trust in CleverPlace Platform brand, drive more unique visitors to submit applications on the CleverPlace Platform. If CleverPlace is unable to recover its marketing costs through an increase in 14