Terms of subscription

GENERAL TERMS AND CONDITIONS OF SUBSCRIPTION TO READIO SERVICES APPLICABLE AS FROM 06/01/2020

ARTICLE 1: DEFINITIONS

Under these general terms and conditions of subscription, the expressions used below have the following meaning, whether they are used in the singular or plural: - “Account”: refers to the Customer’s account set up in accordance with the conditions in Article 5 of the General Terms and Conditions, accessible from the Website and allowing the Customer to subscribe to the Services;    - “Customer”: refers to any legal entity that has set up an Account and subscribes to the Services; - “General Terms and Conditions”: refers to these general terms and conditions of subscription defining the conditions and the methods of subscription to the Services by Customers; - “READIO”: refers to the company TRIPCOLY, a French simplified joint-stock company with share capital of 10,000.00 euros, registered in the LIMOGES Company Register under number 852 586 072, the registered office of which is at 12 rue Armand Barbès - 87000 Limoges, France, which publishes the Website and offers the Services; - “Services”: refers to the services offered by READIO via the Website allowing Users to generate and edit subtitles of videos, namely: Ability to upload video or audio files, and get a transcription of the file; Ability to edit this transcription; Ability to download a subtitle file based on the edited transcription; Ability to get an automatic translation of the edited transcription; Ability to edit this translation; Ability to download a subtitle file based on the edited translation. - “Usernames”: refers to the login and password enabling Users to access their Account;      - “Website”: refers to the website of READIO available at the following address: https://getreadio.com from which Users can subscribe to and use the Services. The Website includes all IT components (in particular, computer software and developments and web pages, including source and object code for programs, preparatory design work, specifications, and preliminary studies, user documentation on the use and operation of the website), the graphics charter (including designs, models, prototypes and plans), the infrastructure and the content (including text, sound, still and moving images, videos and databases).

ARTICLE 2: OBJECT - ENFORCEABILITY

These General Terms and Conditions are intended to define the terms and conditions under which Customers subscribe to the Services accessible via the Website. The General Terms and Conditions are systematically communicated to Customers to allow them to subscribe. They apply exclusively to all subscription requests accepted by READIO and take precedence over all other terms and conditions, except those that have been expressly accepted by READIO. Accordingly, any other terms and conditions shall only be binding on READIO further to its confirmation in writing. IMPORTANT: NOTE TO CUSTOMERS ANY SUBSCRIPTION TO THE SERVICES FROM THE WEBSITE IMPLIES THE EXPRESS, PRIOR, FULL ACCEPTANCE OF THE GENERAL TERMS AND CONDITIONS BY THE CUSTOMER. BY TICKING THE BOX: “I accept the terms of subscription” AND BY ACCEPTING THEM AT THE TIME OF SUBSCRIPTION, THE CUSTOMER ACKNOWLEDGES THAT THEY ARE BOUND BY ALL THE GENERAL TERMS AND CONDITIONS.

ARTICLE 3: OFFERS

The subscription offers are the ones available on the Website. They are valid so long as they are available on the Website. Information on the subscription offers, of any nature whatsoever, provided by READIO, is the information appearing in its catalogues, sales documents and/or visible on the Website on the subscription date. READIO reserves the right to amend the subscription offers proposed, without prejudice to orders placed by Customers. As the Services may be required to evolve, READIO reserves the right to amend the specifications, characteristics and content of the subscription offers, for any reason whatsoever, or to withdraw one of the Services from its subscription offers. Such changes and/or withdrawals may take place at any time without notice, including after the Customer has taken out a subscription if the changes result from the application of any standards, laws or regulations and/or in the case of an issue, particularly technical, in relation to the Services. Where applicable, the Customer will be informed by READIO and the subscription may be cancelled by the Customer. Finally, READIO reserves the right to make improvements and to correct any errors or omissions in relation to the content of the subscription offers.

ARTICLE 4: PREREQUISITES FOR SUBSCRIPTION TO THE SERVICES

4.1- In order to be able to subscribe to the Services, Customers must:    - Have an Internet connection;    - Have an Internet subscription permitting access to the Website. It is understood that the Customer alone shall pay the costs related thereto;    - Ensure that they have full legal capacity to subscribe, in particular that they are of legal age and have the necessary authority to engage the company they represent and for which they are taking out a subscription;    - Not be competitors of READIO and/or not subscribe for the purpose of competing with READIO, fraudulently and/or in a way that prejudices the interests of READIO;    - Be the authorised holder of any credit/debit card used to pay for the subscription and ensure that the card gives access to sufficient funds to cover the subscription amount; Have created an Account in accordance with the terms of Article 5 of the General Terms and Conditions. 4.2- READIO shall not be held liable in case of subscription to the Services by persons who do not satisfy the requirements stipulated in Article 4.1 of the General Terms and Conditions.

ARTICLE 5: CREATING AN ACCOUNT

5.1- Prior to subscription, the Customer must create an Account on the Website. To do so, they must:    - Click on the link “https://getreadio.com/signup”;    - Fill in the online registration form by entering the following information:      - First name*      - Last name*      - Email address*      - Password* Mandatory fields which must be filled out are marked with an asterisk (*).    - Then click on the “Sign Up” button. The Customer undertakes to provide true, accurate, up-to-date and complete information regarding their identity and the identity of the company they represent, in accordance with Article 6-II of Law No. 2004-575 of 21 June 2004 on confidence in the digital economy. They undertake, in particular, not to create a false identity likely to mislead READIO or third parties and not to impersonate another individual or legal entity. The Customer undertakes to immediately update the information provided should that information change. The Customer will then receive an email confirming the creation of their Account as well as explanations of the Services. 5.2- In the event that the Customer provides false, inaccurate, erroneous, outdated, incomplete, misleading or deceptive information, READIO may immediately, without notice or compensation, suspend or cancel their Account and deny access, temporarily or permanently, to the Website and/or Services. In addition, READIO may not, under any circumstances, be held liable in the case of non-performance and/or partial performance of the subscription in relation to the supply of information of this nature. 5.3- The Account may be accessed by the Customer using their Usernames, which are their exclusive responsibility. They undertake to keep them secret and not to disclose them in any form whatsoever. If any of the components of the Username are lost or stolen, the Customer must immediately inform READIO, who will then cancel and/or update the Username concerned. The Customer shall be fully responsible for keeping their password confidential. As such, the Customer is required to ensure, at the end of each session, that they have disconnected from the Website, in particular when accessing the Website from a public computer. 5.4- In the event of a lost password, the Customer may request a new one by clicking the "Forgotten password?” link in their Account. 5.5- The registered Customer may decide to disable their Account at any time in accordance with the terms stipulated in Article 12 of the General Terms and Conditions.

ARTICLE 6: SUBSCRIPTION

6.1- Specifics Subscription to the Services allows each Customer with an Account to use the Services according to the subscription package selected. The subscription is assigned per Account, it being understood that several Accounts may be created per Customer and that each Account permits the use of the Services. 6.2- Trial offer Prior to any subscription, READIO grants a trial offer per Account to its Customers so that they can test the Services. This offer is free of charge and non-binding. It grants thirty (30) minutes of free transcription per Account. It’s being understood that the same Account can only benefit from one trial offer regardless of the number of subscription packages which the Customer has taken out. Once these free thirty (30) minutes are used, the Customer will still be able to access their Account but will no longer have access to the Services. Should the Customer wish to benefit from the Services, they must select a subscription package and subscribe in accordance with the conditions of Articles 6.3 and 6.4 of the General Terms and Conditions. In this case, the price of the package selected will apply. 6.3- Subscription packages/Options 6.3.1- Prior to subscription and following the creation of an Account, the Customer must choose between the different subscription packages or the “pay as you go” plan offered by READIO. READIO offers two (2) subscription packages, namely: The PRO package; The EXPERT package The details of those subscription packages can be found on the "Plans & Pricing" page of the Website, at the following address: https://getreadio.com/plans-and-pricing These packages may be taken out on a monthly and/or annual basis. READIO offers also a pay-as-you-go mode that allows the user to buy one or several hours of video transcription individually. 6.4- Taking out a subscription 6.4.1- To subscribe on the Website, Customers must first create an Account in accordance with the conditions defined in Article 5 of the General Terms and Conditions. Taking out a subscription allows the Customer to access the Services until they decide to cancel it in accordance with the terms set out in Article 11 of the General Terms and Conditions. To subscribe, Customers must select the "Plans and Pricing" section and choose the desired subscription package. The details of the subscription package are then displayed. To confirm the subscription, Customers are requested to click the "Upgrade" button. A summary is then drawn up including the details of the subscription to the Services. The Customer must then choose the payment method and make the payment in accordance with the terms of Article 8 of the General Terms and Conditions. At the end of the subscription process, an email is automatically sent by READIO to the Customer at the address entered when creating the Account, confirming the subscription. 6.4.2- READIO reserves the right to refuse subscription by any Customer (i) in case of the unavailability of the Services, (ii) in case of a dispute between the Customer and READIO regarding a previous subscription and/or the payment of invoices from READIO, (iii) if the Customer is a competitor of READIO and/or if they are subscribing for the purpose of developing an activity which will be in competition with the activity of READIO. 6.5- Pay-as-you-go mode 6.5.1 To use the pay-as-you-go mode, Customers must first create an Account in accordance with the conditions defined in Article 5 of the General Terms and Conditions. Using the pay-as-you-go mode allows the Customer to access the Services until they use all the hours they paid for in accordance with the terms set out in Article 11 of the General Terms and Conditions. To choose this option, Customers must select the "Plans and Pricing" section and choose the “Pay as you go” mode. To confirm the purchase, Customers are requested to click the "Upgrade" button. They need then to choose the number of hours they want to purchase. A summary is then drawn up including the details of the purchase. The Customer must then choose the payment method and make the payment in accordance with the terms of Article 8 of the General Terms and Conditions. At the end of the subscription process, an email is automatically sent by READIO to the Customer at the address entered when creating the Account, confirming the purchase. 6.5.2- READIO reserves the right to refuse the purchase by any Customer (i) in case of the unavailability of the Services, (ii) in case of a dispute between the Customer and READIO regarding a previous subscription or purchase and/or the payment of invoices from READIO, (iii) if the Customer is a competitor of READIO and/or if they are making a purchase for the purpose of developing an activity which will be in competition with the activity of READIO.

ARTICLE 7: FINANCIAL CONDITIONS

Customers are informed that access to the Services is chargeable. The prices of the subscription packages to the Services and the pay-as-you-go mode on the Website are:    - in US dollars excluding VAT ($ USD excl. VAT) and shall state the VAT rate applicable where appropriate, for the United States and other countries of the world; The prices applicable are the prices in effect at the time of subscription or purchase by the Customer and depend on the package selected. READIO reserves the right to change the prices displayed (as well as the currencies of prices displayed) on the Website at any time. Where applicable, the Services will be billed to the Customer at the price in effect on the date on which the purchase was made.

ARTICLE 8: BILLING AND PAYMENT

8.1- Payment methods The purchase of the subscription packages and the pay-as-you-go mode is payable:    - By credit or debit card (Visa, Discover Card, Mastercard, American Express). The Customer’s card number and expiry date are entered on an encrypted server which ensures the security and confidentiality of the data.    READIO cannot be held liable in case of fraudulent use of the payment methods used.    Upon receipt of the subscription or pay-as-you-go request, a request to debit the bank account will be sent to the paying agency. The subscription and/or options will be regarded as being concluded upon receipt of the authorisation to debit the account from the paying agency.    Electron, Maestro, e-CB and pre-paid CB cards are not accepted; 8.2- Invoice The Customer is billed:    - Every month on the anniversary date of the subscription in the case of a monthly subscription;    - Once per year on the anniversary date of the subscription in the case of an annual subscription. At the time of the purchase in case of a pay-as-you-go purchase. Invoices are drawn up in the name of the Customer and the first invoice is sent by email to the Customer at the email address entered when creating their Account. Subsequent invoices are available for download from the Website. 8.3- Payment 8.3.1- Subscription packages For payments of subscription packages by debit card or credit card, the Customer will be charged the pre-defined sum automatically every month for a monthly subscription or every year for a yearly subscription, until they cancel the subscription and/or options in accordance with the conditions stipulated in Article 11 of the General Terms and Conditions. 8.3.2- Pay as you go mode For pay-as-you-go payments by debit card, credit card, the Customer will be charged once at the time of the purchase. 8.4- Non-payment/late payment If the bank rejects a card transaction or a different payment method is refused, the subscription or pay-as-you-go purchase will not be final and the Customer shall be responsible for contacting the customer services department of READIO to pay using another payment method. In addition, if necessary, READIO reserves the right to suspend or cancel the subscription or the pay-as-you-go purchase without being held liable. Where applicable, payments to be made up to the anniversary date of the subscription and/or of the options will be payable immediately.

ARTICLE 9: EFFECTIVE DATE/PERIOD OF SUBSCRIPTION TO THE SERVICE

The subscription and/or the pay-as-you-go purchase shall become effective as from confirmation by the Customer’s bank that payment of the subscription or of the pay-as-you-go purchase has been taken into consideration and made and after the end of the trial period if a trial period has been subscribed to. 9.1. Subscription packages It is entered into for a specific term depending on the subscription package selected, namely:    - For a period of one (1) month which is automatically renewable by tacit agreement for successive periods of one (1) month, unless terminated by the Customer in accordance with the terms set out in Article 11.2 of the General Terms and Conditions for the following packages:      - The PRO package;      - The EXPERT package;    - For a period of one (1) year which is automatically renewable by tacit agreement for successive periods of one (1) year, unless terminated by the Customer in accordance with the terms set out in Article 11.2 of the General Terms and Conditions for the following packages:      - The PRO package;      - The EXPERT package. 9.2. Pay-as-you-go purchase The transcription hours bought through pay-as-you-go mode are usable on the Services for one (1) year from the date of their purchase.

ARTICLE 10: CANCELLATION

As READIO and the Customer act within the framework of the General Terms and Conditions as professionals, the Customer acknowledges and accepts that they have no right of withdrawal.

ARTICLE 11: MODIFICATION/TERMINATION/SUSPENSION OF SUBSCRIPTION

11.1- Modification Customers benefiting from a subscription are able to change their subscription to the Services at any time for either a higher-level subscription (upgrade) or a lower-level subscription (downgrade). To do so, Customers are requested to send a request by email to the following address: contact@getreadio.com with the subject “Change plan” and specify on their message the new plan they want to change for. 11.1.2- Upgrade Customers wishing to take out a higher-level subscription benefit from a reduction in proportion to their current subscription package. For example, where the Customer has subscribed to an annual offer and wishes to benefit from a higher-level subscription after six (6) months, they will receive a reduction equivalent to fifty per cent (50%) of the original total amount of the subscription. The change to the subscription package will become effective as from the confirmation by the Customer's bank that the payment has been taken into account and made. The anniversary date of the subscription will then be the date on which the upgraded subscription was taken out. 11.1.3- Downgrade Where the Customer wishes to take out a lower-level subscription, they may only do so at the end of the current period of the higher-level subscription. Where appropriate, Customers are informed that they shall not benefit from any reduction in case of downgrade. Changes to the subscription package will become effective as from the anniversary date of the original subscription. 11.2- Cancellation and suspension 11.2.1- Customers may cancel their subscription to the Services by sending a registered letter with acknowledgment of receipt to READIO. Cancellation requests may be sent directly via the Website from the Customer’s Account, or via email to the following address: contact@getreadio.com Cancellation requests may be issued at any time prior to the anniversary date of the subscription. The cancellation will become effective as from receipt of the cancellation request by READIO. 11.2.2- READIO reserves the right to automatically cancel and/or suspend the subscription to the Services, without notice, in the event of:    - Non-payment;    - Use of the Services by the Customer which is not in accordance with their general terms and conditions of use; without READIO being held liable and/or without the Customer being able to claim any compensation. Where applicable, the cancellation and/or suspension will be notified to the Customer by registered letter with acknowledgment of receipt and any payments to be made up to the anniversary date of the subscription will be payable immediately.

ARTICLE 12: DISABLING OF THE ACCOUNT

12.1- The Customer’s Account will remain active so long as they: are registered on the Website; pay for a subscription to the Services or have valid transcription hours from a pay-as-you-go purchase. As soon as the Customer stops paying for the subscription or has no valid transcription hours, access to the Services is disabled. The Customer may still access their Account but will not have access to the Services unless they take out and pay for another subscription to the Services or unless they make a pay-as-you-go purchase. 12.2- The Customer may disable their Account on the Website, without reason, at any time. To do so, the Customer must send an email to the following address: contact@getreadio.com asking for the Account to be disabled. A copy of proof of identity may be requested to avoid any risk of identity theft. Access to the Account will end on the anniversary date of the subscription. 12.3- Unsubscription and/or the closure of an Account is final as the Account is irreversibly deleted. Any personal information relating thereto is automatically deleted and cannot be recovered. Unsubscription and/or the closure of an Account does not prevent Customers from re-registering or from creating another Account. 12.4- In case of non-compliance with the obligations resulting from the acceptance of the General Terms and Conditions, payment defaults on the price of an order, the provision of incorrect information when creating the account or action likely to prejudice the interests of READIO, READIO reserves the right to suspend access to the Website and/or the Services without notice or, depending on the severity of the action, to close the Customer's Account without the possibility of any damages being claimed.

ARTICLE 13: ACCESS AND AVAILABILITY OF THE WEBSITE

The Website is accessible seven (7) days a week and twenty-four (24) hours a day. However, due to the nature of the internet, READIO does not guarantee the operation of or access to the Website, 7 (seven) days a week or twenty-four (24) hours a day. READIO reserves the right to interrupt the operation of the Website at any time, with or without notice, in particular to carry out corrective or ongoing maintenance of the Website, or to change the content or the presentation and/or for any other legitimate reason. Whenever possible, READIO will inform Customers prior to a corrective or ongoing maintenance operation. In addition, Customers acknowledge that the Website may be interrupted for reasons beyond the control of READIO and that READIO cannot therefore guarantee continuous access to the Website. In any case, READIO may not, under any circumstances, be held liable for any interruption and/or malfunction of the Website, for any reason whatsoever. Customers are requested to inform READIO of any technical issues encountered while browsing and/or using the Website by writing to the following address and describing the issue encountered: contact@getreadio.com.

ARTICLE 14: AMENDMENT OF THE GENERAL TERMS AND CONDITIONS

READIO reserves the right to amend and/or modify the General Terms and Conditions at any time, in particular to take into account any legal, case-law, editorial, functional and/or technical developments of the Website. The version of the General Terms and Conditions that shall take precedence is the one accessible online at the date of confirmation of the subscription. Any subscription by the Customer after publication of the amended General Terms and Conditions implies acceptance of the new General Terms and Conditions.

ARTICLE 15: PERSONAL DATA

In accordance with the amended Act no. 78-17 of 6 January 1978 on data processing, files and freedoms known as the "Data Protection Act," and the Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, the Customer is informed that READIO carries out automated processing of its personal data to process and manage the business relationship and to sell the subscription to the Services. That data may be transferred to subsidiaries and/or companies controlled by READIO as well as to its subcontractors who assist with those relationships for management, performance, processing and payment purposes. Every Customer has access, modification, correction, limitation, portability and removal rights in relation to their data, as well as an objection right. To exercise those rights, please send an email to the following address: legal@getreadio.com. With regard to correcting and updating data in relation to their Account, Customers may make the necessary changes and deletions to their own Account directly. For more information, Customers are requested to consult the “Privacy Policy” link on the Website.

ARTICLE 16: INTELLECTUAL PROPERTY

16.1- Some elements (including editorials, illustrations, studies and videos) appearing on the Website are protected by the law on intellectual property, particularly copyright, and are the exclusive property of READIO. Similarly, the trademarks, logos, graphics and animations on the Website are the exclusive intellectual property of READIO. It is agreed that the General Terms and Conditions shall not result in any assignment of the intellectual property rights of READIO. 16.2- READIO grants, personally, to Customers, a non-exclusive, non-transferable right, free of charge, to use the Website and any associated software. Customers are prohibited – directly or indirectly – from copying, modifying, creating a derivative work, reverse engineering, disassembling or attempting to obtain the source code in any other way (except for cases provided for by law), selling, assigning, sub-licensing or transferring in any way whatsoever any right relating to the Website or the associated software. Customers undertake not to modify the Website or the associated software in any way and/or not to use modified versions of them including (but not limited to) to obtain unauthorised access to the Website. Customers are informed and acknowledge that the Website and any software used in connection thereto may contain confidential information or information protected by the intellectual property law in force or by any other law. Customers undertake not to modify, lease, borrow, sell or distribute that content or create derivative works incorporating all or part of that content, unless expressly authorised by READIO in advance. The Website contain text and images, which are the exclusive property of READIO (hereafter the “Intellectual Property Elements”). The Intellectual Property Elements are made available to the Customer, free of charge, solely for the use of the Website and as part of normal use of their functionality. This permission to use the Intellectual Property Elements is personal, non-exclusive and non-transferable. READIO may revoke this permission to use the Intellectual Property Elements at any time. Customers are prohibited – directly or indirectly – from copying, modifying, creating a derivative work, reverse engineering, disassembling or attempting to obtain the source code in any other way (except in the cases provided for by law), selling, assigning, sub-licensing or transferring in any way whatsoever any rights relating to the Intellectual Property Elements. The Customer undertakes not to modify the Intellectual Property Elements in any way. In case of improper or abusive use of the Intellectual Property Elements, READIO reserves the right to use all legal remedies to stop the infringement of its intellectual property rights and to cancel the subscription of the Customer and to unsubscribe and/or disable the Accounts of Customers in accordance with the conditions of Articles 11 and 12 of the General Terms and Conditions.

ARTICLE 17: BUSINESS REFERENCE

The Customer expressly authorises READIO and its affiliates to use its name, logo, trademark/trademarks and/or any other distinctive sign as a business reference, on any communication medium of its choice, including on its Website, for the subscription period of the Customer and for two (2) years following the disabling of the Customer's Account.

ARTICLE 18: PROOF

The files, data and messages saved in the information systems of READIO will be admitted as proof of the actions and events between READIO and Customers. Unless proven otherwise, records will be presumed to have been maintained in accordance with reasonable security conditions if the messages, data and other documents are systematically saved on a reliable, durable medium.

ARTICLE 19: APPLICABLE LAW – DISPUTES

The General Terms and Conditions and the subscription contracts to the Services entered into via the Website are subject to French law. For any issues and/or question in relation to the subscription, Customers are requested to contact customer services in order to try to find an amicable solution by email at the following address legal@getreadio.com. ANY DISPUTES RELATING TO THE APPLICATION, INTERPRETATION OR PERFORMANCE OF THE GENERAL TERMS AND CONDITIONS AS WELL AS TO THE SUBSCRIPTION CONTRACTS TO THE SERVICES OR CONTRACTS SUBSEQUENT TO OR THE CONSEQUENCE THEREOF SHALL BE SUBJECT TO THE JURISDICTION OF THE COURTS OF PARIS, EVEN IN THE CASE OF THE INTRODUCTION OF THIRD PARTIES OR MULTIPLE DEFENDANTS. Version dated 06/01/2019 ©TRIPCOLY SAS