Terms of use

GENERAL TERMS AND CONDITIONS OF USE OF THE SERVICES OFFERED BY READIO APPLICABLE AS FROM 29/08/2019

RECITALS

The service offered by READIO allow users to transcript video and audio files, edit the transcription automatically generated by the service, and then easily download a subtitle file for their video or audio file. Access and use of the services offered by READIO, are subject to these general terms and conditions of use and imply the users’ express, prior, full acceptance thereof and of the privacy policy of READIO. READIO recommends that users keep a printed version of the general terms and conditions of use applicable at the time of using the services for their own records.

ARTICLE 1: DEFINITIONS

In these general terms and conditions of use, the terms used below shall have the following meanings, whether used in the singular or the plural: - “General Terms and Conditions of Use”: refers to these general terms and conditions of use of the Services by Users; - “Account”: refers to the User’s account set up in accordance with the conditions stipulated in these Terms and Conditions of Use, accessible from the Website and allowing Users to subscribe to and use the Services - “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; - “Usernames”: refers to the login and password enabling Users to access their Account; - “Privacy Policy”: refers to the data privacy policy of READIO accessible via the “Privacy Policy” section on the Website. - “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.   - “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). - “User”: refers to any legal entity which has set up a READIO Account or has been granted a READIO account, and which accesses and uses the Services.

ARTICLE 2: OBJECT

The General Terms and Conditions of Use are intended to define the terms and conditions under which Users access and use the Services. The General Terms and Conditions of Use are systematically provided to Users to allow them to access and use the Services. They exclusively apply to all use of the Services and take precedence over all other terms and conditions, except those that have been expressly accepted by READIO. Consequently, all other terms and conditions shall only be binding on READIO further to its confirmation in writing.

ARTICLE 3: APPLICATION/AMENDMENTS OF THE GENERAL TERMS AND CONDITIONS OF USE

3.1- READIO reserves the right to amend the General Terms and Conditions of Use at any time, in particular to take into account any legal, jurisprudential, editorial, functional and/or technical development of the Website and/or the Services. The version that takes precedence is the one that is accessible online at the date of use of the Website, and/or the Services. Any use of the Website and/or the Services by Users subsequent to the publication of the amended General Terms and Conditions of Use implies their acceptance of the new General Terms and Conditions of Use. 3.2- The General Terms and Conditions of Use are regularly updated. Users are therefore requested to read them every time they visit the Website and/or the Application. 3.3- In the event that Users disagree with the amended General Terms and Conditions of Use, they must stop accessing the Website and stop using the Services. The consequences specified in Article 14.2 of the General Terms and Conditions of Use will then apply. Use of the Website and/or the Services by Users subsequent to the publication of the new General Terms and Conditions of Use shall imply their unreserved and express acceptance by Users.

ARTICLE 4: PURPOSE OF THE SERVICES

The Services only allow Users to: - upload video or audio files, - get an automatic transcription of the uploaded file - edit this transcription - download a subtitle file based on the edited transcription. - get an automatic translation of the edited transcription; - edit this translation; - download a subtitle file based on the edited translation

ARTICLE 5: PREREQUISITES FOR USING THE SERVICES

5.1- Use of the Services requires that Users: - have access to the Website; - create a READIO account 5.2- Users warrant that they have full legal capacity to use the Services, and in particular that they: - Are of legal age; - Have legal capacity and have full intellectual and cognitive capacity (in particular, that they are not in a dependent condition and/or under guardianship and/or under supervision, etc.); - Have the necessary authority to engage the company they represent; - Are not a competitor of READIO and/or are not using the Services to compete with READIO, fraudulently and/or in any way that damages the interests of READIO. 5.3- READIO cannot be held responsible for the use of the Services by persons who do not meet the conditions set out in Articles 5.1 and 5.2 of the General Terms and Conditions of Use.

ARTICLE 6 – TERMS AND CONDITIONS OF USE OF THE SERVICES

ATTENTION: NOTE TO USERS READIO reminds Users that the Services only serve to help Users save time when subtitling their video and audio files. Users acknowledge and agree that the transcriptions provided by READIO depend on information provided by Amazon. It is therefore expressly understood that as READIO does not have any control over the accuracy or reliability of information provided by Amazon, it does not provide any guarantee as to the accuracy of the transcriptions obtained by Users when using the Services. Consequently, READIO may not, under any circumstances, be held liable in case of incorrect, incomplete and/or inaccurate transcriptions from Amazon. In addition, READIO may not, under any circumstances, be held liable in case of the unavailability of results due to the unavailability and/or inaccessibility of information provided by Amazon and/or the inability to use any of the features due to the unavailability and/or inaccessibility of information provided by Amazon. Finally, it is expressly understood that READIO may not substitute Users with regard to the subtitling of their video or audio files.

ARTICLE 7: DURATION OF ACCESS TO THE SERVICES

The Services are accessible via the Website twenty-four (24) hours a day, seven (7) days a week, throughout the beta-test period. However, due to the nature of the Internet, READIO does not guarantee the operation of or access to the Services twenty-four (24) hours a day, seven (7) days a week.

ARTICLE 8: INTERRUPTION OF THE SERVICES

8.1- READIO reserves the right to interrupt the operation of all or part of the Services at any time, with or without notice, in particular to carry out corrective or ongoing maintenance or to develop the content or presentation. Wherever possible, READIO will inform Users prior to a corrective or ongoing maintenance operation. In addition, Users recognise that the Services may be interrupted for reasons beyond the control of READIO and that READIO cannot guarantee continued access to the Services. In all cases, READIO may not, under any circumstances, be held liable for any interruption and/or malfunction of the Services, for whatever reason. 8.2- Users are requested to inform READIO of any technical issue they encounter when browsing and/or using the Services by sending an email to the following email address and describing the issue encountered: legal@getreadio.com

ARTICLE 9: GENERAL COMMITMENTS OF USERS – GENERAL RESTRICTIONS OF USE OF THE SERVICES

9.1- In general, Users undertake to comply with the General Terms and Conditions of Use as well as with the applicable laws and regulations. Users are responsible for their use of the Services in general as well as for their consequences. 9.2- When using the Services, Users undertake in particular to: - Provide accurate, complete and true information and systematically update it in case of change; - Observe the prerequisites for using the Services; - Comply with the General Terms and Conditions of Use; - Respect the image and the reputation of READIO; - Not modify or alter the Services, in whole or in part; - Not restrict the use of the Services by any means and not falsify any mention or element of the Services; - Not spread or attempt to spread computer viruses or other harmful elements through the Services; - Not integrate in an IT system, not alter the content or commit any of the offences under Articles 323-1 and 323-7 of the French Penal Code ("hacking"), not send numerous unsolicited messages via the Services, which is punishable under Article 226-18 of the French Penal Code; - Not remove the content from the Services or from their database, in particular by using automated programs; - Not send their personal password to a third party; - Not use the Services for purposes contrary to the rules in force or infringe the rights of third parties (including intellectual property and privacy); - Not attempt to and refrain from working around, disabling, or otherwise disrupting any security-related function of the Services, or preventing or restricting the use or copying of the Content or imposing any restrictions on the use of the Services or of content accessible from the Services; - Not distribute, in whole or in part, the Services, including the content, on any other medium, without the prior written consent of READIO; - Not harm READIO in general. 9.3- READIO reserves the right to delete a User's Account and/or deny it access to the Services without notice and without prejudice to other rights and actions that it may be entitled to claim in the event that a User uses the Services in an inappropriate manner.

ARTICLE 10: RESPONSIBILITY OF USERS

10.1- Users are solely responsible for their decision to use the Services and for their suitability to their needs as well as for the security of their IT system and the back-up of their data. In addition, they are personally responsible for using the Services as well as for the information provided when creating their Account and using the Services. 10.2- Users shall indemnify and hold READIO harmless against any damages incurred by READIO and against action for damages that may be brought against it on the basis of breach of these General Terms and Conditions of Use and/or of any third-party right. In the case of fraud, READIO is authorised to disclose necessary information to the competent organisations responsible for the prevention of said fraud and offences. 10.3- In case of breach by Users of one of their obligations under these General Terms and Conditions of Use, in particular of the obligations in Article 9 above, READIO reserves the right to suspend or terminate the Account of the User, without prior notice, in accordance with the conditions of Article 14 of the General Terms and Conditions of Use. Such termination will take place without prejudice to any damages that may be claimed by READIO for damage suffered as a result of such breach by the User.

ARTICLE 11: RESPONSIBILITY OF READIO – GUARANTEES GIVEN BY READIO

11.1- Responsibility 11.1.1- Users use of the Services is at their own risk. Users are solely responsible for their use the Services and for their suitability to their needs as well as for the security of their IT system and the back-up of their data. Users are solely responsible for their dealings with third parties in relation to the use of the Services. 11.1.2- The Services only allow Users to upload video or audio files, obtain automatic transcriptions of the uploaded files, edit these transcriptions and download subtitle files based on the edited transcriptions; obtain automatic translations of the edited transcriptions, edit these translations and download subtitle files based on the edited translations. READIO may not be held liable for any damage suffered by Users in relation to the abnormal use of the Services, particularly in case of breach of the General Terms and Conditions of Use and/or the provision of false or incorrect information by Users. 11.1.3- READIO may not be held liable for any direct or indirect damage, losses or costs resulting from the use of the Services, the inability to use the Services, a malfunction, maintenance interruption, the technical failure of the server, interrupted internet access, a virus, a line or system issue or for any other reason. READIO may not be held liable for any damage to the IT system of Users, for loss of data, or for any other damage resulting from access to or the use of the Services by Users. In addition, READIO may not be held liable to Users, to the maximum extent permitted by the applicable law in force in France, for: - Any indirect damage that may be caused, including any loss of profit (whether direct or indirect), any loss of customers, loss of commercial reputation or loss of data that Users may sustain; - Any loss or damage that Users may sustain, including as a result of: - Trust in the completeness and accuracy of the information provided via the different Services; - Any changes that READIO may make to the Services in general, or any temporary or permanent termination of the Services offered; - The failure by Users to provide READIO with precise information concerning their Account; - The inaccuracy of the transcriptions obtained; - Access or use or the inability to use or access the Services in general; - The inability of Users to keep completely secure and confidential a password or the information provided upon their registration. 11.2- Guarantees USERS UNDERSTAND AND AGREE THAT: - THE SERVICES ARE PROVIDED "AS IS." FURTHERMORE, READIO CANNOT GUARANTEE THE CONSEQUENCES OF THE USE OF THE SERVICES AND/OR THE SERVICES RENDERED BY THIRD PARTIES THE CONTACT DETAILS OF WHICH WERE OBTAINED BY USERS; - IN PARTICULAR, READIO DOES NOT GUARANTEE: - THAT THE SERVICES CORRESPOND TO THE REQUIREMENTS OF USERS; - THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION, SECURELY OR WITHOUT MALFUNCTION; - THE QUALITY OF ANY SERVICE, INCLUDING THAT THE RESULTS OBTAINED VIA THE SERVICES WILL MEET USER EXPECTATIONS; - THAT THE RESULTS OF THE DATA COLLECTED BY THE FEATURES ARE COMPLETE, EXHAUSTIVE, TRUE, ACCURATE OR RELIABLE. No information or advice given by READIO to Users in relation to the use of the Services shall be regarded as the provision of a guarantee.

ARTICLE 12: 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, Users are informed that READIO carries out automated processing of their personal data for the purpose of using the Services and 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 contribute to such relationships for management, performance, processing and payment purposes. Every User has access, modification, correction, limitation, portability and removal rightsin relation to their data, as well as a right of opposition. For this purpose, please contact the support service by email at the following address: legal@getreadio.com For more information, Users are requested to consult the "Privacy Policy" under the “Privacy Policy” tab.

ARTICLE 13: TERM AND TERMINATION OF THE GENERAL TERMS AND CONDITIONS OF USE

13.1- Term Access to and the use of the Services offered by READIO is valid for an indefinite period as from the User’s subscription, except in case of termination by the User in accordance with the terms stipulated below. 13.2- Termination of the General Terms and Conditions of Use 13.2.1- The General Terms and Conditions of Use are valid and shall apply for as long as Users benefit from their subscription or have valid transcription hours from a pay-as-you-go purchase. 13.2.2- Users may opt out of the General Terms and Conditions of Use either by (i) notifying READIO at any time, by means of notice, or (ii) by deactivating their registration in accordance with the conditions described in Article 14 below. Notice must be sent to READIO in writing, to the address of READIO stipulated at the start of these General Terms and Conditions of Use. 13.2.3- READIO may terminate the General Terms and Conditions of Use linking it to Users, at any time, without notice, in the following cases: - Users fail to comply with any of the terms of the General Terms and Conditions of Use; - READIO is required to do so by a law or regulation. Such termination will result in the deactivation of the User’s Account by READIO and will have the same consequences as those stipulated in Article 14 below. READIO also reserves the right to temporarily block all access to the Website and/or the Services to Users who have breached the General Terms and Conditions of Use and have not complied with the prerequisites defined in Article 5 of the General Terms and Conditions of Use.

ARTICLE 14: ACCOUNT DEACTIVATION AND DELETION

14.1- A User’s Account is active so long as: - It is registered on the Website; - It pays for a subscription to the Services of READIO or has valid transcription hours from a pay-as-you-go purchase. As soon as a User stops paying for its subscription or has no valid transcription hours, access to the Services is disabled. The Customer may continue to access its Account but will not have access to the Services unless it purchases and pays for a new subscription to the Services. 14.2- Users are able to deactivate their Account on the Website and/or the Application and/or delete their Account at any time for no reason. To do so, Users must send an email to the following address: legal@getreadio.com requesting the deactivation or deletion of their Account. A copy of some form of identity may be requested to avoid any risk of identity theft. 14.3- The deletion of an Account is final as the Account is irreversibly deleted and the personal data relating thereto is automatically deleted and cannot be recovered. The deletion of an Account does not prevent Users from re-registering and creating another Account. 14.4- In the event of non-compliance with the obligations resulting from acceptance of the General Terms and Conditions of Use, the provision of incorrect information when the Account is created or action likely to damage the interests of READIO, READIO reserves the right to suspend access to the Services without notice or, depending on the seriousness of the action, delete the User's Account without any damages being able to be claimed.

ARTICLE 15: INTELLECTUAL PROPERTY

15.1- Certain elements (including editorial, illustrations, studies and videos) on the Website and/or the Services are protected by intellectual property laws, particularly copyright, and are the exclusive property of READIO. Similarly, the trademarks, logos, graphics and animations on the Website and/or the Services are the exclusive intellectual property of READIO. It is agreed that the General Terms and Conditions of Use shall not result in any assignment of the intellectual property rights of READIO. 15.2- READIO personally grants to Users the non-exclusive, non-transferable right to use the Website and/or the Services and any related software free of charge. They are prohibited - directly or indirectly - from copying, modifying, creating a derivative work, reverse engineering, disassembling or otherwise attempting to obtain the source code (except for cases stipulated by law), selling, assigning, sub-licensing or otherwise transferring any rights to the Website, the Services or the related software. Users undertake not to modify the Website, the Services or the related software in any way and/or not to use any modified versions thereof, including (but not limited to) to gain unauthorised access to the Website and/or the Services. In particular, Users agree not to access the Services by any means other than the Website. Users are informed and recognise that the Website, the Services and any related software used may contain confidential information or information protected by the intellectual property law in force or any other law. Users undertake not to modify, lease, borrow, sell or distribute such content or create derivative works incorporating all or part of that content, unless expressly authorised by READIO in advance. The Website and/or the Services contain text and images which are the exclusive property of READIO (hereinafter, “Intellectual Property”). The Intellectual Property is made available to Users, free of charge, solely for the use of the Website and the Services and as part of the normal use of their features. Such authorisation to use the Intellectual Property is given on a personal, non-exclusive and non-transferable basis. READIO may revoke its authorisation to use its Intellectual Property at any time. Users are prohibited - directly or indirectly - from copying, modifying, creating a derivative work, reverse engineering, disassembling, or otherwise attempting to find the source code (except for cases stipulated by law), selling, assigning, sub-licensing or otherwise transferring any rights in relation to the Intellectual Property. Users agree not to modify the Intellectual Property in any way. In case of non-compliant or abusive use of the Intellectual Property, READIO reserves the right to take any legal action to stop the infringement of its intellectual property rights and to cancel the subscription and/or deactivate Users’ Accounts in accordance with the conditions of Article 14 above.

ARTICLE 16: MISCELLANEOUS

16.1- The General Terms and Conditions of Use constitute the entire agreement between Users and READIO with regard to the use of the Services and of the Website in general. The General Terms and Conditions of Use govern all usage of the Services by Users, subject to the application of additional or specific terms and conditions of use governing certain Services for which Users must give their express consent. 16.2- In general, if one or more provisions of the General Terms and Conditions of Use are held invalid pursuant to a law, regulation or following a final decision by a court with jurisdiction, the other provisions shall retain their full force and scope and shall remain valid and applicable. The same principles will apply in case of incomplete provisions. 16.3- If READIO does not invoke, at any given time, any of the provisions of the General Terms and Conditions of Use, this fact may not be interpreted as a waiver of the right to invoke these provisions at a later date.

ARTICLE 17: APPLICABLE LAW

The use and operation of the Services are subject to French law. The validity, performance and interpretation of the General Terms and Conditions of Use applicable to the Services are also subject to French law. For any issue and/or question relating to the Services, Customers are requested to contact customer services by email at the following address to try to find an amicable solution: legal@getreadio.com Any Disputes Relating To The Application, Interpretation Or Performance Of The General Terms And Conditions Of Use Or To The Use And/Or Operation Of The Services Or Of Any Subsequent Or Consequential Services Are Subject To The Jurisdiction Of The Paris Courts, Even In Case Of The Introduction Of Third Parties Or Multiple Defendants. Version dated 06/01/2020 ©TRIPCOLY SAS