Murmuse Art Exhibitions Agreement

This contract (hereinafter the "Contract") is entered into between:

MURMUSE (hereinafter "MURMUSE"), a French SAS with share capital of 1,000 euros, registered at 3 Avenue des Romains, 74000 Annecy, France, registered with the Annecy Trade and Companies Register under number 991 438 557. Siret 991 438 557 00019, represented by Mr. Raphaël SION, duly authorised for the purpose of this contract in his capacity as CEO.

And the signing establishment (hereinafter the "HOTEL"), whose legal information — corporate name, address, legal representative and contact details — is provided at the time of signature.

MURMUSE is an independent French company specialising in the sale of artworks and the commercial representation of artists. It organises temporary art exhibitions and opens art galleries inside high-end hotels in France. MURMUSE also offers tax-optimisation solutions through artwork purchases for company directors.

The HOTEL wishes to engage the services of MURMUSE.

Having stated the above, the Parties agree as follows:

Article 1: Purpose of the contract

The purpose of this contract is to define the conditions under which MURMUSE organises temporary artwork exhibitions inside the HOTEL, the HOTEL hosts the artworks and contributes to their promotion. Any sales are made through the Murmuse.art platform.

Each exhibition will be subject to the HOTEL's validation of the artists from the MURMUSE selection.

Within this partnership, the HOTEL may only exhibit artists referenced by MURMUSE. It may, however, propose new artists to MURMUSE for possible inclusion on the platform and for organising exhibitions.

MURMUSE selects Artists who agree to lend some of their works to the HOTEL within the framework of the exhibitions defined below and solely for the purpose of those exhibitions. For each exhibition organised by MURMUSE, the HOTEL and the Artist will sign a contract together.

Article 2: Term, commitment and termination

2.1 Term

This contract is concluded for a term of twelve (12) months from its signature. It may be renewed by tacit agreement for a new period of twelve (12) months unless terminated two months before the expiry date.

2.2 Trial period

A first exhibition may be held as a trial. At the end of this trial, either Party may terminate the contract without notice, indemnity or justification.

Article 3: Access to the Murmuse SaaS platform

The HOTEL will benefit from access to a private workspace on the MURMUSE Platform. This platform allows the HOTEL to operate autonomously in organising and managing its art events.

Among other things, it allows you to:

• Manage exhibitions
• Manage the contractual relationship with artists
• Send invitations for events
• Communicate around events
• Manage the guest list
• Validate the arrival condition of the artworks
• Access a complete guide for installing the artworks

Article 4: Organisation of exhibitions

4.1 Selection of artworks

MURMUSE selects the proposed artists and artworks. The artworks are lent exclusively for the duration of the exhibition.

4.2 Validation by the HOTEL

MURMUSE will submit the selection of artworks and the exhibition theme to the HOTEL for validation. In case of refusal, MURMUSE will propose other artworks and/or exhibition themes until validation by the HOTEL.

4.3 Exhibition duration

The duration of each exhibition is defined by mutual agreement. Any extension or reduction must be the subject of a written agreement in the contract between the Artist and the HOTEL. As a rule, an exhibition lasts between two (2) and three (3) months.

4.4 Non-Murmuse artist or non-Murmuse exhibition at the HOTEL

If the HOTEL wishes to exhibit a specific artist who is not part of the MURMUSE catalogue, it may request MURMUSE to add this artist to its catalogue.

The HOTEL is authorised to organise, on an exceptional basis, an exhibition without MURMUSE acting as intermediary.

In that case, the HOTEL may not, under any circumstances, use the equipment, materials, supports or any other items made available by MURMUSE under this contract.

It is expressly agreed that such an exhibition organised without MURMUSE will not be counted toward the months of contractual commitment owed under the obligations subscribed to MURMUSE.

Article 5: Transport, installation and return

5.1 Transport

The Artist is responsible for round-trip transport. Transport costs are borne by the Artist.

The Artist insures the artworks during transport. It is the Artist's responsibility to take out any necessary insurance covering the risks related to handling, transporting and delivering the artworks to the exhibition venue.

5.2 Installation

For the first exhibition, the HOTEL will install exhibition equipment (picture rails, known as "cimaises"). A picture rail is a system (rail or moulding) fixed at the top of a wall that allows paintings to be hung with wires or hooks. This avoids piercing the walls and, more importantly, allows artworks to be installed and removed quickly between exhibitions. This equipment is paid for by the HOTEL, which remains its owner.

Prior to the first on-site visit by the MURMUSE teams, in addition to defining the exhibition spaces (indoor / outdoor, painting / sculpture), MURMUSE will draw up the list of equipment to be installed and provide the HOTEL with a quote.

The installation of the works themselves is carried out by MURMUSE and the Artist for the first exhibition. For subsequent exhibitions, the Artist will handle the installation.

5.3 Events (opening, closing, Experience night)

At the launch of a new exhibition, the HOTEL will organise an opening (vernissage) with the artist or artists present on site. It will also be possible to organise a closing event (finissage) in the presence of the artists.

For these events, the HOTEL is responsible for:

• Providing equipment (sound system, logistics)
• Welcoming guests
• To maximise F&B turnover, MURMUSE strongly recommends offering paid bar service only to visitors

MURMUSE may invite guests from its own network or prospecting; it is also expressly agreed that the HOTEL must invite participants from its side.

The Artist's transport costs remain at their charge.

The HOTEL offers a night with breakfast to each artist of the exhibition and for each evening requiring the Artist's presence on site.

Mid-exhibition, the HOTEL may organise an "Experience" night. This is an event aimed at boosting bar and restaurant consumption. The Artist proposes to share their story with the audience through their artistic approach and technique. A dinner with the Artist is then planned with the guests. The single menu can be chosen jointly by the Chef and the Artist, who can even design an exclusive menu for the event together.

All revenue generated during Experience nights, openings and closings goes to the HOTEL.

5.4 Murmuse events (tax optimisation)

MURMUSE has a sales team dedicated to selling artworks to company directors via a French tax-optimisation law.

The HOTEL accepts that MURMUSE may invite prospects to view the exhibition and meet a member of the team to discuss the possibility of purchasing an artwork from the exhibition. These meetings may be individual or in small groups.

In all cases, MURMUSE will notify its contact at the HOTEL to confirm whether the chosen time slot does not interfere with the establishment's organisation and operation.

Article 6: Custody and liability

From the receipt of the artworks until their return, the HOTEL is responsible for their custody and conservation.

It may not modify or move the artworks without written agreement.

In case of damage, the inspection and photography process must be followed via the MURMUSE Platform.

Article 7: Insurance

The HOTEL declares that it is covered by professional civil liability insurance. This insurance is sufficient to cover the exhibition as well as the value of the artworks.

If the civil liability ceiling is exceeded, MURMUSE will offer the HOTEL a complementary contract through its specialist partner in art exhibition insurance.

The Artist waives any recourse beyond the covered ceiling.

Article 8: Sales and remuneration

8.1 Sales channel

Sales made during the exhibitions are concluded exclusively via the MURMUSE platform.

A QR code system (called "cartel") will be installed next to each artwork, allowing complete autonomy in the purchase process (language choice, lump-sum or instalment payment, possible tax optimisation, delivery, etc.).

8.2 Standard sales distribution

MURMUSE collects 100% of the sale amount. Within 30 days of collection (including the legal 14-day withdrawal period), MURMUSE will distribute the commission between the Artist and the HOTEL. The percentage allocated to the HOTEL is determined by the choice of Pack in Annex 1.

MURMUSE may suspend a payment in case of dispute.

Article 9: Exhibition right and showing right

The Artist accepts that the presentation of the artworks constitutes sufficient visibility, and that no specific showing right ("droit de monstration") will be paid.

The HOTEL accepts that MURMUSE may create a temporary Google My Business page of the type "Murmuse Art Gallery by [Hotel Name]" to promote the exhibitions.

Only sales give rise to remuneration according to the agreed distribution.

Article 10: Training and team involvement

MURMUSE undertakes to provide initial training on the use of its platform to the HOTEL teams as well as continuous support throughout the duration of this contract. This support includes in particular:

Initial training:

• A dedicated session to enable teams to master the use of the MURMUSE platform as well as the sales pitch, characteristics and advantages of buying artworks
• Up-to-date educational materials

Continuous technical and commercial assistance:

• Telephone and email support, available during business hours

The HOTEL undertakes to actively promote the artworks and its events, particularly on its social networks.

Article 11: Personal data (GDPR)

Data is processed in accordance with the GDPR (EU 2016/679).

Retention period: 3 years after the end of the exhibition.

The Parties authorise the reproduction and distribution of visuals, names, biographies and venue photos for a duration of 5 years free of charge.

In accordance with the General Data Protection Regulation (GDPR – EU Regulation 2016/679), this data is used exclusively within the framework of MURMUSE's activities. It is kept for a maximum duration of 3 years from the end of the exhibition, unless otherwise requested.

The HOTEL has the right to access, rectify, delete and oppose the processing of its data. These rights can be exercised by sending a request to: hello@murmuse.art.

Furthermore, the Artist and the HOTEL expressly authorise MURMUSE to reproduce and distribute:

• Visuals of the artworks
• Names, surnames, photographs and biographies
• Images and videos of the exhibition venues
• As well as any content provided by them

Within the framework of communication related to the exhibition (website, social networks, press, printed materials, etc.), without territorial limitation, and for a duration of 5 years from the signature of this contract.

This authorisation is granted free of charge. The Artist and the HOTEL guarantee they hold the necessary rights over the content transmitted or staged, and release MURMUSE from any liability in case of a third-party claim.

Article 12: Jurisdiction

This Contract shall be governed and interpreted in accordance with French law.

Any dispute concerning matters of fact or law arising from or in connection with the interpretation, validity, conclusion, performance, non-performance, scope, or termination and its consequences of this Contract shall be settled by mutual consultation between the Parties in good faith as quickly as possible. However, if the two Parties fail to reach an amicable settlement within three months, such disputes shall be settled by the Commercial Chamber of the Annecy Court, even in case of warranty claim or plurality of defendants.

Annex 1: Murmuse services

MURMUSE provides tools and services to maximise both the financial result (F&B) and the visibility of the HOTEL.