These Membership Terms and Conditions govern the relationship between Lead-Hers and its Members, setting out the rights, obligations, and responsibilities of both parties.

1. DEFINITIONS

1.1. Applicant

“Applicant” shall mean an individual or Organization that has submitted a written application for Membership but has not yet been accepted as a Member.

1.2. Code of Conduct

“Code of Conduct” shall mean the set of rules and principles that govern the behavior and interactions of Members, as established by Lead-Hers, attached as Appendix I, and amended at any time.

1.3. Individual

“Individual” shall mean a natural person who is eligible for Membership, or to become a Sponsor.

1.4. Lead-Hers

“Lead-Hers” shall mean LEADHERS, a simplified joint-stock company, having its registered office at 5 rue Henri de Bornier, 75116 Paris, registered with the Paris Trade and Companies Register under number 833 546 948.

1.5. Member

“Member” shall mean an Individual or Organization that has been accepted for Membership and has paid the applicable Fees.

1.6. Membership

“Membership” shall mean the status of being a Member, which entitles the Member to certain benefits and subjects the Member to certain obligations, as set forth in these Membership Terms and Conditions.

1.7. Membership Presentation Document

“Membership Presentation Document” shall mean the two separate documents provided by Lead-Hers in the course of the Membership application, that outlines the specific benefits, services, and features associated respectively with a Membership as an Organization, and as an Individual.

1.8. Organization

“Organization” shall mean a legal entity, such as a company, association, or consortium, that is eligible for Membership.

1.9. Sponsor

“Sponsor” shall mean an experienced Individual, often holding a senior position in their field, who voluntarily provides guidance, advice, and support to Members to foster their personal and professional development within the framework of Lead-Hers. Sponsor includes either ad-hoc speakers or mentors known as givers. 2

1.10. Terms

“Terms” shall mean these Membership Terms and Conditions, including any documents incorporated by reference, such as the Code of Conduct and the mobile application terms of Use.

2. SCOPE OF THESE TERMS AND CONDITIONS

2.1. Scope

The Terms govern the relationship between Lead-Hers and its Members, both Individuals and Organizations. By applying for Membership, the Applicant acknowledges having read, understood, and agreed to be bound by these Terms.

These Terms, together with the Code of Conduct and any other document referenced herein, constitute the entire agreement between Lead-Hers and its Members.

2.2. Evolution

Lead-Hers reserves the right to modify or replace these Terms at any time, at its sole discretion. Lead-Hers will notify Members of any substantial changes to the Terms.

Continued participation in Lead-Hers activities following the notification of such changes will constitute acceptance of the revised Terms. If a Member does not agree to the modified Terms, they may cancel their Membership in accordance with the terms contained herein.

3. APPLICATION FOR MEMBERSHIP

3.1. Eligibility

3.1.1. Eligible Individuals

Membership is open to individual women who:

▪ Are at least 18 years old;

▪ Are committed to the mission and values of Lead-Hers;

▪ Have a confirmed track record either in a leadership position, as an expert in her field, as an athlete or as an artist ;

▪ Agree to abide to the Terms, including the Code of Conduct ; and

▪ Have completed the application process and paid the applicable fees.

3.1.2. Eligible Organizations

Membership is open to organizations that:

▪ Are legally constituted entities in their territory;

▪ Have a demonstrated commitment to promoting gender diversity and supporting women in leadership;

▪ Agree to abide to the Terms, including the Code of Conduct;

▪ Designate an authorized representative to manage the Organization’s Membership and ensure compliance with these Terms; and

▪ Have completed the application process and paid the applicable fees.

3.2. Application

3.2.1. Process

Individuals and Organizations interested in becoming Members of Lead-Hers must submit a completed application form through the designated channels, providing all required information and agreeing to the Terms.

Lead-Hers reserves the right to accept or refuse any application for Membership at its sole discretion.

3.2.2. Additional verification

Lead-Hers reserves the right to verify the eligibility of any Applicant and may request additional information or documentation as part of the application process.

3.2.3. Refusal

Lead-Hers may, at its sole discretion, without the need to provide reasons for its decision refuse Membership to any Applicant who does not meet the eligibility criteria or whose Membership would not be in the best interest of Lead-Hers or its Members. The decision of Lead-Hers regarding Membership approval is final and binding.

4. MEMBERSHIP CYCLE

4.1. Non-Transferability

Membership in Lead-Hers is personal and non-transferable. Members may not assign or transfer their membership to any other Individual or Organization without the prior written consent of Lead-Hers.

4.2. Renewal

Membership is valid for a period of one (1) year from the date of acceptance. It is automatically renewed for successive one-year periods unless terminated by either party in accordance with the provisions contained herein.

4.3. Cancellation

4.3.1. Cancellation by Lead-Hers

Lead-Hers may cancel a Membership in the following circumstances:

▪ In case of a severe breach by the Member of any of its obligations under these Terms and Conditions, including but not limited to non-compliance with the Code of Conduct or misuse of the mobile application, Lead-Hers may cancel the Membership with immediate effect by giving written notice to the Member.

▪ In case of a reparable breach by the Member of any of its obligations under these Terms, including but not limited to non-payment of Fees, Lead-Hers shall give written notice to the Member, specifying the nature of the breach and requiring the Member to remedy it within a reasonable period, which shall not be less than 15 days from the date of the notice. If the Member fails to remedy the breach within the specified period, Lead-Hers may cancel the Membership with immediate effect by giving written notice to the Member.

Any notice given by Lead-Hers under this Article shall be in writing and shall be deemed to have been duly given if sent by registered mail or by email to the address or email address provided by 4

the Member in their application or as subsequently notified to Lead-Hers. Due to the breach causing the cancellation, no refund of Fees will be due for the remaining period.

4.3.2. Cancellation by the Member

A Member may cancel their Membership at any time by giving written notice to Lead-Hers at least two months prior to the end of the current Membership period. The cancellation will take effect at the end of the Membership period during which the notice is given. No refund of Fees will be due for the remaining period.

4.3.3. Effect of the cancellation

The cancellation of the Membership shall not affect any rights or liabilities of either party that have accrued prior to the date of cancellation. The Member shall remain liable for any Fees due up to the date of cancellation.

5. MEMBER BENEFITS

5.1. Organization benefits

Organizations holding a Membership in Lead-Hers shall be entitled to the benefits listed exhaustively in the Membership Presentation Document, specific to Individuals.

These benefits may include, but are not limited to:

▪ Access to the Lead-Hers mobile application and its features;

▪ Invitations to Lead-Hers events tailored to the Organization’s business sector, subject to availability;

▪ Opportunity to propose candidates for individual coaching sessions and participation in the inner circle program;

▪ Visibility and promotion of the Organization’s brand and activities through Lead-Hers communication channels.

5.2. Individual benefits

Individuals holding a Membership in Lead-Hers, either directly or through their Organization, shall be entitled to the benefits listed exhaustively in the Membership Presentation Document, specific to Organizations.

These benefits may include, but are not limited to:

▪ Access to the Lead-Hers mobile application and its features;

▪ Participation in the inner circle program;

▪ Invitations to Lead-Hers events, such as dinners, subject to availability;

▪ Connection with a high-level Sponsor;

▪ Access to the Lead-Hers network of women leaders and exclusive content related to leadership and professional development.

Members shall be connected with Sponsors through Lead-Hers but the latter does not imply any guarantee of acceptance on behalf of the Sponsor. As such, in case of refusal, Lead-Hers will agree to put the Member in touch with another Sponsor. 

6. MEMBER OBLIGATIONS

6.1. Financial obligations

Members shall pay all fees and charges associated with their membership, as set out herein, in a timely manner.

6.2. Participation

6.2.1. Onboarding

Upon acceptance of their membership application, Members shall complete the onboarding process as directed by Lead-Hers. This process may include, but is not limited to, completing a Member profile, attending orientation sessions, and familiarizing themselves with the Member resources and benefits.

6.2.2. Presence

Members are expected to actively participate in Lead-Hers activities, events, and initiatives. This includes, but is not limited to, attending meetings, engaging in discussions, and contributing to the overall success of the Lead-Hers community.

6.3. Compliance

6.3.1. Code of Conduct

Members shall adhere to the Lead-Hers Code of Conduct at all times. The Code of Conduct outlines the standards of behavior and ethical principles that all Members are expected to uphold. Failure to comply with the Code of Conduct may result in disciplinary action, including the termination of Membership.

6.3.2. Mobile application terms of use

Members shall comply with the terms of use for the Lead-Hers mobile application. These terms govern the acceptable use of the application, including data protection, intellectual property rights, and user responsibilities. By using the Lead-Hers mobile application, Members agree to be bound by these terms of use.

7. FEES AND PAYMENTS

7.1. Fees

7.1.1. Registration Fee

A registration fee is non-refundable and shall be payable by new Members upon acceptance of their Membership application. For each Membership, the registration fee shall be the one mentioned on the application form submitted by the Applicant.

However, for founding Members who joined before June 1st, 2025, the Registration Fee is waived.

7.1.2. Annual Fee

The annual Membership fee is non-refundable and shall be payable at the start of each Membership year. For each Membership, the applicable annual fee shall be the one mentioned on the application form submitted by the Applicant. 6

Subject to the provisions of Article 2.2 above, the fee may be revised annually by Lead-Hers for any reason. In the event of a revision, the new price shall become effective on the next renewal date.

7.1.3. Ad-hoc Fees

Members may be required to pay additional fees for participating in certain events or accessing specific services. These Ad-hoc Fees will be communicated to Members in advance and will be payable according to the terms specified for each event or service.

7.2. Payment

7.2.1. Amounts

All fees mentioned in these Terms are exclusive of Value Added Tax (VAT), which will be charged in addition where applicable at the prevailing rate.

7.2.2. Invoicing

Lead-Hers will issue invoices for all Fees to Members. Invoices for the annual Membership Fee will be issued at least 30 days prior to the start of the Membership year. Invoices for Ad-hoc Fees will be issued as and when the relevant events or services are offered.

7.2.3. Late payment

All Fees are payable within 30 days of the invoice date. In the event of late payment, Lead-Hers reserves the right to suspend the Member’s access to benefits and services until payment is received. If payment is not received within 60 days of the invoice date, Lead-Hers may terminate the Membership with immediate effect.

7.2.4. Payment methods

Fees may be paid by bank transfer or by credit card. Details for payment will be provided on the invoices.

8. NON-DISCLOSURE — NON-USE

8.1. Confidentiality Obligations of Members and Sponsors

Both Members and Sponsors shall be bound by the confidentiality and non-use obligations outlined in this Article. They acknowledge that the exchange of Confidential Information is essential to the functioning of Lead-Hers and to the development of trust among participants.

8.2. Members

Members shall respect the confidentiality of all information shared by other Members and Sponsors during Lead-Hers activities, including but not limited to, personal experiences, business challenges, and strategic insights.

8.3. Sponsors

Sponsors shall maintain the confidentiality of all information shared by the Members they advise, and shall use this information solely for the purpose of providing guidance and support within the framework of Lead-Hers. Sponsors shall not use any Confidential Information obtained through their role for their own personal or business purposes. 7

8.4. Survival of Obligations

The confidentiality and non-use obligations of Members and Sponsors shall survive the termination of their participation in Lead-Hers, regardless of the reason for termination, for a period of 10 (ten) years thereafter or as long as the information remains a trade secret, whichever is longer.

Members and Sponsors acknowledge that the trust built through the exchange of Confidential Information is a cornerstone of Lead-Hers and that any breach of these obligations could cause lasting harm to the organization and its participants.

9. LIABILITY

9.1. Limitation of liability

Lead-Hers shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses resulting from:

▪ the use or the inability to use the services provided by Lead-Hers;

▪ unauthorized access to or alteration of Member’s data;

▪ statements or conduct of any third party, including other Members, Sponsors, or service providers;

▪ any other matter relating to the services provided by Lead-Hers.

9.2. No guarantee

Lead-Hers does not guarantee the accuracy, completeness, or usefulness of any information provided by Members, Sponsors, or third-party service providers. Any reliance on such information is at the Member’s own risk.

9.3. Dispute with third-parties

Lead-Hers is not responsible for the actions, content, information, or data of third parties, including other Members, Sponsors, or service providers. Members release Lead-Hers, its affiliates, employees, agents, and successors from claims, demands, and damages, actual and consequential, of every kind and nature, known and unknown, arising out of or in any way connected with such disputes with third parties.

9.4. Maximum liability

In no event shall Lead-Hers’ total liability to a Member for all damages, losses, and causes of action exceed the amount paid by the Member to Lead-Hers in the 12 (twelve) months prior to the event giving rise to the liability.

9.5. Subject to applicable law

The limitations of liability set forth in this section shall apply to the fullest extent permitted by law in the applicable jurisdiction. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to certain Members. 

10. DATA PROTECTION

10.1. Compliance with regulations

Lead-Hers shall process Member personal data in accordance with applicable data protection laws and the Privacy Policy, which is incorporated into these Membership Terms and Conditions by reference.

10.2. Privacy policy acknowledgement

By applying for Membership, the Applicant acknowledges having read and understood the Privacy Policy and agrees to the processing of their personal data as described therein.

10.3. Active measures

Lead-Hers shall implement appropriate security measures to protect Member personal data and ensure that all staff and third-party service providers are bound by confidentiality obligations.

Lead-Hers shall assist Members in exercising their data protection rights and notify them of any personal data breaches in accordance with the Privacy Policy.

11. TRANSFER OF THE MEMBERSHIP

11.1. Prohibition of transfer by the Member

The Member may not assign or transfer their Membership to any third party without the prior written consent of Lead-Hers.

11.2. Authorization of transfer by Lead-Hers

In the event that Lead-Hers establishes subsidiaries or affiliated entities within the European Union, the Member agrees that their Membership may be transferred to the relevant subsidiary or affiliated entity, subject to prior notice being given to the Member.

The transfer of Membership shall not affect the rights and obligations of the Member under these Terms, which shall continue to apply in full force and effect.

11.3. Continuity

Lead-Hers undertakes to ensure that any subsidiary or affiliated entity to which a Membership is transferred shall comply with these Terms and shall implement appropriate technical and organizational measures to ensure the security and confidentiality of the Member’s personal data.

12. LITIGATION — APPLICABLE LAW

12.1. Applicable law

These Terms shall be governed by and construed in accordance with the laws of France.

12.2. Competent courts

Any dispute, controversy, or claim arising out of or in connection with these Terms, including any question regarding its existence, validity, interpretation, breach, termination, or enforceability, shall be subject to the exclusive jurisdiction of the competent courts of Paris, France. 9

12.3. Dispute resolution

Prior to initiating any legal proceedings, the parties undertake to seek an amicable settlement of any dispute arising out of or in connection with these Terms and Conditions. To this end, the parties shall notify each other in writing of any dispute and shall use their best efforts to resolve such dispute through good faith negotiations within thirty (30) days of such notification.

If the parties are unable to resolve the dispute amicably within the aforementioned thirty (30) day period, either party may submit the dispute to the competent courts of Paris, France.

Notwithstanding the foregoing, Lead-Hers reserves the right to seek injunctive relief or other equitable remedies in any court of competent jurisdiction in the event of any breach or anticipated breach of these Terms and Conditions by the Member, including but not limited to any infringement of Lead-Hers’ intellectual property rights or any breach of confidentiality obligations.