Terms and Conditions of Sale

   Checksub.comThese General Terms and Conditions of Sale (referred to as “Terms” or “GTC”) are entered into by Check Company (referred to as

“Checksub”, ” checksub.com “,

“checksub”, “our”, “we” or

“our”) and the entity or person agreeing to these terms (referred to as “Customer”,

(e.g., “you”, “your”, “yours”) and govern

access and use of the Services by the Customer. The website checksub.com website allows you to purchase services to subtitle and transcribe video and audio content (designated

“Content”) automatically or through a network of outsourced partners (referred to as “Partners” or “Partner”) selected by Checksub.

Under Article 6 of Law No. 2004-575 of June 21, 2004 for confidence in the digital economy, it is specified in this article

the identity of the various parties involved in its implementation and follow-up.

The website Checksub.com is edited by :

Checksub, whose registered office is located at the following address

1128 Chemin des poissonniers 13600 La Ciotat, and registered at 830 789 376. E-mail address: [email protected]@checksub.com ..

The director of publication of the site is : Florian Stègre.

The website Checksub.com is hosted by :Salesforce.com whose headquarters are located at the following address

415 Mission Street Suite 300 San Francisco, CA 94105

The website Checksub.com has for object :

to offer a subtitling or transcription service through its proprietary platform.

For any question or request for information concerning the site, or any report of illegal content or activities, the user can contact the editor at the following e-mail address [email protected]@checksub.com or send a registered letter with acknowledgment of receipt to Checksub – 1128 Chemin des poissonniers 13600 La Ciotat

1. Acceptance of the Terms

By visiting this website or registering for the Services offered by Checksub, you agree to these terms and conditions and to the Checksub Privacy Policy.

If you accept on behalf of Customer, you represent and warrant that: you have full legal authority to bind Customer to this Agreement, you have read and understand these Terms

you agree, on behalf of the Customer, to these Terms.

Checksub reserves the right to change these Terms at any time. We will post the new Terms immediately. Your actual use of the Services offered by Checksub after publication of the updated Terms will constitute full acceptance of them.

This document is the original version of the Checksub Terms and Conditions. In case of contradiction between this version and one of the available translations of these Terms and Conditions, the French version will prevail.

1. Services offered

Subtitling and transcription service

The subtitling service allows you to create subtitles for video content in the same language as the Content and possibly translate it into foreign languages.

The transcription service allows you to create a transcription of audio content in the same language as the Content and possibly translate it into foreign languages.

Automatic option

Within the framework of an automatic subtitling or transcription service, the Customer uploads his content on the Checksub platform and will then be able to download or modify the automatic result proposed by Checksub. In order to obtain the best possible result the Customer endeavors to provide a content with a clearly audible soundtrack and ideally without music in background. The customer can then edit the result directly from the platform or download the subtitle file in the different formats proposed by Checksub.

Professional option

For a professional subtitling or transcription service, the Customer uploads its content on the Checksub platform and a Partner creates the result based on the Content provided by the Customer and the Checksub proprietary platform. In order to allow the Partner to carry out this service in good conditions, the Customer endeavors to provide a file with an audible soundtrack and if need be by providing a glossary during the creation of the project.

1. 3.Use of services.
   1. General principle.

During the term hereof, Checksub will use its best efforts to provide a quality Service, will provide the Services in accordance with the Terms, and Customer may use the Services and integrate them into any Customer application that has material value independent of the Services in accordance with these Terms.

1. Deadline

Unless expressly agreed between the Parties, Checksub does not commit itself to any time limit for the provision of the Services. The deadlines indicated on Checksub are only indicative and depend on various elements on which Checksub cannot make any commitment.

Checksub commits itself to implement all the possible means to satisfy the request of the Customer as soon as possible.

1. Dashboard.

Customer will have access to a dashboard, through which Customer can manage its use of the Services.

1. Accounts.

The customer must have an account to use the services and is responsible for

Checksub is not responsible for the information that Customer provides to create the account, the security of Customer’s passwords for the account, or any use of the account. Checksub has no obligation to provide multiple accounts to Customer.

1. Modifications.

1. (a)To the Services. Checksub may, from time to time, make commercially reasonable updates to the Services. If Customer has given permission to be contacted by email to Checksub, Customer will be notified when a change to the Services that materially impacts Customer’s use of the Services is made by Checksub.
2. (b)To the Terms. Checksub may make changes to this Agreement, including pricing (and any related documents) from time to time. Unless otherwise specified by Checksub, material changes to the Terms will become effective 30 days after posting, except to the extent that the changes apply to new features, in which case they will become effective

immediately. If Customer does not agree with the revised agreement, Customer may discontinue use of the Services. Customer may also terminate these Terms in accordance with Section 9.D (Customer-initiated Termination). Customer’s continued use of the Services after such change shall constitute the

customer’s consent to such changes. Checksub will post any changes to this Agreement on its website www.checksub.com

(c)The Data Processing and Security Terms. Checksub may modify the Data Processing and Security Terms only if such modification is necessary to comply with applicable law, regulation, court order or directives issued by a governmental authority or agency, if such modification is expressly authorized by the

Conditions relating to data processing and security, or if such change is commercially reasonable; does not result in a degradation of the overall security of the Services; does not expand the scope of or remove any restrictions on Checksub’s processing of Customer Personal Data as described in the Privacy Policy; and does not otherwise adversely impact

important about the customer’s rights under the conditions of data processing and security.

If Checksub makes a material change to the Data Processing and Security Terms (Privacy Policy) in accordance with this section, Checksub will post the change at the URL containing those terms.

1. (d)Interruption of Services. Checksub will notify Customer at least 1 month prior to discontinuing any Service (or any associated hardware functionality), unless

Checksub will not replace such discontinued Service or functionality with a materially similar Service or functionality. In addition, Checksub will notify Customer at least 1 month prior to making any material change to a Checksub API intended for Customer retroactively. Nothing in this Section limits Checksub’s ability to make changes required to comply with the

legislation in force, to deal with a material safety risk or to avoid a significant economic or technical burden.

1. Platform.

Checksub provides the Customer with a platform. The Customer’s use of the platform is subject to the applicable provisions of the Specific Terms of Services.

1. G.Specific conditions of the service and Conditions of data processing and security.

The Specific Terms of Service and the Data Processing and Security Terms are hereby incorporated into the Terms.

H. Responsibility of Checksub

Checksub is not responsible for the Content created, edited or translated via its services. In the case of the professional option, Checksub will transmit to the competent authorities the coordinates of the Partner responsible for the realized Service.

You acknowledge that you are using the Services on an “as is” basis and agree that the Services are provided to you on an “as available” basis.

In particular, Checksub does not guarantee under any circumstances:

that your use of the Services will comply with your requirements;

that your use of the Services will be uninterrupted, possible at all times, safe and free of errors;

that all information obtained from your use of the Services will be accurate or reliable;

that defects in the operation or availability of the Services will be corrected.

In no event shall Checksub be liable for any direct, indirect, incidental, special, consequential or exemplary damages, however caused or however claimed, including, without limitation, loss of profits (direct or indirect), loss of goodwill or reputation, loss of data that you

You may be required to pay for the cost of replacement goods or services or any other non-material loss.

In any case and whatever the nature of the damage suffered, the Customer recognizes expressly that the responsibility of Checksub could not exceed, in any assumption, the amount paid by the Customer for the execution of the concerned Service.

In addition, Checksub expressly disclaims all warranties and conditions of any kind, express or implied, including, without limitation, the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.

1. Payment and billing.
   1. Rates.

The price is indicated to the Customer at the time of the creation of its order on the site checksub.com or by the transmission of an estimate. The tariff modifications are taken at the only initiative of Checksub without that it is notified to the Customers and enters into force as of their publication on the Internet site of Checksub. Checksub does not have any commitment to keep the tariffs currently indicated on the Checksub website except a particular agreement was contractualized with the Customer. The tariff of the service is calculated automatically by Checksub from the files or from the declarations of the Customer. If it appears a difference between the realized service and that ordered, and that it is the reason, Checksub reserves the right to invoice the complement which the Customer commits himself paying without reserves.

1. Billing.

Checksub will issue an electronic invoice to the Customer for the ordered, performed or scheduled service. Customer shall pay all charges in the currency indicated on the invoice. If Customer chooses to pay an invoice by wire transfer (and Checksub accepts it), the service will commence, or credits will be available, after payment is received. Payments made by wire transfer must include the bank information provided by Checksub. If Customer chooses to take out a subscription offer payable by credit card or debit card, Checksub will invoice and debit Customer for the amount relating to each start of the period.

1. Credits and subscription formula.

Top-up Credits:

Checksub allows Customers to buy credits outside of the subscription formulas to carry out projects as and when they need them. The purchase of credit does not freeze the tariff, the Customer thus recognizes that Checksub remains free to modify its tariffs constantly and this even after having credited the account of a Customer. These credits do not belong to the Customers and represent only a facility of management.

The Customer is free to use the credits purchased during the 365 days after the date of their purchase. At the end of this period the Customer expressly acknowledges that these credits will have lost their value and will be removed from his account. The Customer expressly agrees not to make any claim relating to the expiration of these credits. The renewal of credits may be decided at the sole discretion of Checksub. In the

framework of credits offered, the end date of validity is set at the sole discretion of Checksub.

The credits are only usable on the site of checksub.com.

When purchasing credits on the site Checksub an invoice is created and sent by email to the customer. If the purchase of credits is made after acceptance of a quote, they will be credited to the account of the Customer after receipt of payment.

Subscriptions :

Depending on the subscription formula chosen by the Customer, it is expected that the Customer will be able to use a maximum number of credits, in a maximum number of languages and during a specific cycle, generally one month.

At the end of this period, the Customer expressly acknowledges that these credits will have lost their value and that they will no longer be available at the start of the new subscription cycle. The Customer expressly agrees not to make any claim relating to these credits. The renewal of credits may be decided at the sole discretion of Checksub. Within the framework of free test of the formulas of subscription, the date of end of validity is fixed at the only discretion of Checksub.

The Customer acknowledges that Checksub remains free to modify its prices at any time. The subscriptions are usable only on the site of checksub.com.

When subscribing to a subscription, the Customer acknowledges having knowledge that the subscription will be automatically renewed at the end of each period. Checksub generates an invoice which is sent by email to the customer at the beginning of the new period. The payment of this invoice will be done automatically by the same means of payment used at the time of the subscription or the preceding period.

1. Professional Services Master Agreement

Checksub can be led to establish an annual contract with its customers envisaging the purchase of a volume of subtitling over a given period.

In this case, the contract sets the cost of the service, the type of service included, and other conditions such as the minimum or maximum number of minutes that the customer agrees to send over the period.

The contract will be automatically renewed, by application of the principle of tacit renewal, at the anniversary date of the contract except express denunciation of the customer or Checksub. This one will have to be sent by registered letter at least 7 days before the anniversary date.

In the case of a tacit renewal of the contract, the conditions will remain the same, in particular in terms of price, type of service, minimum or maximum quantities of customer orders.

 If the minimum order volume stipulated in the contract is not reached at the end of the period, Checksub will send the customer an invoice for the missing volume. The missing volume will then be invoiced under the same conditions and at the same rate as a project which would have been ordered during the validity period of the contract.

If the maximum order volume is exceeded, Checksub reserves the right not to process any projects beyond the maximum quota stipulated in the contract.

1. Taxes.
   1. Customer is responsible for all taxes, and Customer will pay Checksub for the Services without any reduction for taxes. If Checksub is required to collect or pay Taxes, such Taxes will be billed to Customer and Customer will pay such Taxes to Checksub in addition to the Fees, unless Customer provides Checksub with a valid tax exemption certificate in a timely manner.
   2. If required by applicable law, Customer will provide Checksub with such applicable tax identification information as Checksub may require to ensure its compliance with applicable tax regulations and authorities in the

jurisdictions concerned. The Customer shall be obliged to pay (or reimburse to

Checksub) all taxes, interest, penalties or fines arising from any misrepresentation by Customer.

1. Disputes regarding invoices and reimbursements.

Any invoice dispute must be submitted by the payment due date. If the parties determine that certain billing inaccuracies are the fault of Checksub, Checksub will not issue a corrected invoice, but will instead issue a credit notice specifying the incorrect amount of the affected invoice. If the disputed invoice has not yet been paid, Checksub will apply the amount of the credit notice to the

disputed invoice and Customer shall be responsible for payment of the net balance due on such invoice. To the fullest extent permitted by law, Customer waives any claim for fees unless made within 60 days of the invoice date. Refunds (if any) are at Checksub’s discretion and will only be made in the form of a credit for the Services. Nothing in this Agreement obligates Checksub to extend credit to any party.

1. Late payments; suspension.

In the event of late payment Checksub shall have the right to charge interest on arrears at the rate of interest applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points (or the highest rate permitted by law, if lower), calculated and accrued from the first day of delay until full payment. Customer shall be responsible for all costs (including attorney’s fees) incurred by

Checksub for collection of such past due amounts. If Customer is delinquent in payment for Services, Checksub may suspend Services or terminate the Terms for breach pursuant to Section 8.B (Termination for Breach).

1. No order number is required.

Customer is required to pay all applicable fees without Checksub being required to provide a purchase order number on Checksub’s invoice (or otherwise).

1. Client’s obligations.
   1. Compliance.

Customer will (a) ensure that Customer’s and its End Users’ use of the Services complies with the Terms, (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of or access to the Services, and (c) promptly notify Checksub of any unauthorized use of or access to the Services, Customer’s account or password of which Customer becomes aware. Checksub reserves the right to investigate any potential violation

of the T&Cs by Customer, which may include review of Customer Content and Customer Projects.

1. Respect for privacy.

Customer is responsible for all consents and notices necessary to permit (a) Customer’s use and receipt of the Services and (b) Checksub’s access, storage and processing of data provided by Customer (including Customer Content) under the Terms.

1. Restrictions.

Concerning the Checksub Services, the Customer commits himself not to

1. copy, modify or create a derivative work of the Services,
2. reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract all or part of the source code of the Services (except to the extent that such restriction is expressly prohibited by applicable law),
3. sell, resell, sublicense, transfer or distribute all or part of the Services, and not to allow End Users to do so;
4. or access or use the Services (i) for high-risk activities; (ii) in violation of these T&Cs; (iii) in a manner intended to avoid paying fees (including creating multiple Customer Accounts or Projects to simulate or act as a single Application, Account or Customer Project (respectively)) or to circumvent any specific usage limits or quotas on the Services;

1. Documentation.

Checksub may provide documentation for Customer’s use of the Services.

1. Copyright.

Checksub owns all proprietary rights in the Services and the Checksub website. Nothing in these Terms grants you the right to use any trade name, trademark, or service mark,

logos, domain names and any other distinctive signs of Checksub.

You acknowledge that, in connection with your use of the Services, you will not use any trademark, service mark, trade name, or logo belonging to any company or organization in a manner that could give rise to

intentionally or unintentionally, cause confusion as to the owner or licensee of such marks, names or logos.

Checksub provides information to assist copyright holders in managing their online intellectual property, but Checksub cannot determine whether an item is being used legally without the intervention of copyright holders. Checksub will respond to notices of alleged copyright infringement and may terminate repeated infringements in appropriate circumstances, if necessary. If Customer believes that a person or entity is infringing on Customer’s or its end user’s copyright and wishes to notify Checksub, it may do so by email to [email protected]@checksub.com

1. Rules for projects.

The Customer agrees not to upload to the platform and/or order a project concerning:

 Content that is contrary to good morals, that promotes violence, hatred or racism or that is considered illegal or contrary to public order;

 a work (for example a film) subject to copyright that he does not own.

 Content that may infringe upon the universal and individual rights of any person or entity;

In the hypothesis of an engagement of responsibility of Checksub, by a third person, following a violation by the Customer of one of these prohibitions, this last one engages to guarantee Checksub in accordance with article 14.A below.

Checksub reserves the right to refuse or cancel the performance of any Service and to remove the Content relating to any of the above prohibitions and to refund the Customer for the payment already made after deduction of the amount relating to the part of the Service already performed and the damages suffered by Checksub in this respect.

1. Suspension.
   1. Violations of the General Conditions of Sale.

If Checksub finds that the use of the Services by the Customer or any of the Customer’s End Users violates the Terms and Conditions, Checksub will notify the

Customer of such violation with a request that Customer cure the violation. If Customer does not correct the violation within 24 hours of Checksub’s request, then Checksub may suspend all or part of Customer’s use of the Services until the violation is corrected.

1. Other suspensions.

Checksub may immediately suspend all or part of the Customer’s use of the Services if

1. (a)Checksub believes that use of the Services by Customer or any of Customer’s end users could adversely impact the Services, the use of the Services by other customers or their end users, or the network or servers of

Checksub used to provide the Services;

1. there is a suspicion of unauthorized third party access to the Services;
2. (c)Checksub believes it is required to suspend immediately to comply with applicable law; or
3. (d)Customer is in violation of Section 5.C (Restrictions). Checksub shall lift such Suspension when the circumstances giving rise to the Suspension have been

resolved. At Customer’s request, except where prohibited by applicable law, Checksub will notify Customer of the reasons for the Suspension as soon as reasonably practicable.

1. 7.Copyright, use and exploitation rights ;

Checksub assigns to the Customer in a non-exclusive way, without a time limit, and for the whole world the following rights on the whole of the Contents produced via the various services of Checksub and actually paid by the Customer:

 Exploitation rights: Use, distribute, modify, translate, adapt, monetize, record, deposit, and exploit the Content on all existing and future media (website, DVD, advertising brochure, press release, etc.);

Distribution rights: To authorise or prohibit the distribution to the public, by sale or otherwise, of the original work or copies thereof;

Reproduction rights: Create and distribute any copy of the work, whether direct or indirect, temporary or permanent, in whole or in part;

Rights of communication to the public: To represent and exploit the text on a support of any type and any form (physical, digital, etc.) visible by all and anywhere, without limit, including on an Internet site;

Assignment and Sale Rights: Accept or refuse to sell on the terms of its choice all or part of the rights related to the Content;

Temporary technical reproduction rights: Authorize the temporary and transient distribution and reproduction of the Content;

Waiver of the right to quote: You do not have to mention the first name, the surname, the initial or any other form of element allowing the identification of the Author.

The whole of the transfers is considered valid as from the payment by the Customer of the remuneration agreed with Checksub, this payment being regarded as validated with the noted debit of the credits after validation of the Contents.

Nevertheless, the Customer expressly acknowledges that Checksub remains the owner of the content communicated by the latter to the Customer. Indeed, this content can be reused by Checksub to produce, develop and improve its services. It is understood that Checksub is the owner of all associated intellectual property, which result from the use of these contents, acoustic models, linguistic, translation memories, glossaries and dictionaries… It is also understood that the Customer grants Checksub a non-exclusive, worldwide, unlimited right to use, anonymize and copy the contents submitted by the Customer to Checksub, including the Contents, dictionaries, translation memories and glossaries, in order to enable Checksub to produce, develop and improve

all of its services.

1. Confidentiality.

Checksub will use its best efforts to ensure the confidentiality of your Content.

Only a limited number of Checksub employees can access your Content for automatic projects. The support teams can access it after having obtained your oral or written authorization in order to assist you in your request.

Within the framework of the professional projects, all the Partners of Checksub are subjected to a commitment of confidentiality. Moreover, the Checksub platform is secured by an electronic certificate SSL which allows to authenticate the users and to encrypt the exchanges by means of an identification key.

The Customer acknowledges having knowledge that Checksub can be brought to share Personal Data and Contents with solutions and Third Partners during the realization of the proposed Services. For example with our provider of payment or our provider of hosting.

1. Duration and closing of the account.
   1. Duration of the agreement.

The “Term” of these Terms begins upon your access to this website or your registration and continues until the Agreement is terminated as set forth in this Section 9.

1. Account closure for violation.

Either party may terminate these Terms and Conditions if

1. (a)the other party commits a material breach of the Agreement and fails to cure such breach within 30 days after receipt of written notice, or
2. (b)the other party ceases to carry on business or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.

1. Account closure for inactivity.

Checksub reserves the right to terminate the provision of Services to a Customer if, for a period of 90 days, the Customer has not accessed his or her Dashboard or created new Projects.

1. Account closure at the initiative of the customer.

Unless otherwise agreed with Checksub, the Customer can stop using the services at any time. The customer can then send his request by email on [email protected]@checksub.com.

In this case, the customer agrees not to request the return of credits still available on his account, knowing that these credits will be permanently lost.

1. Account closure at the initiative of Checksub

If the closure is not motivated by the cases previously mentioned and when the situation requires it, Checksub may at its sole discretion terminate these Terms. In the event that the Customer has credits still valid Checksub may refund them.

1. Effect of termination.

If the Conditions are terminated, then

1. all rights and access to the Services for Customer shall be terminated (including access to Customer Data, if any), except as otherwise provided in these Terms, and
2. all fees owed by Customer to Checksub are immediately due upon receipt of the final electronic invoice or as otherwise indicated in the final invoice.

1. Advertising.

Customer is authorized to publicly state that it is a customer of the Services. If the

Customer wishes to display Checksub’s trademarks as part of its use of the Services, it must obtain written permission from Checksub by sending an email to [email protected]. Checksub may also verbally refer to Customer as a customer of the Services. Any use of a party’s trademarked materials shall inure to the benefit of the party owning the intellectual property rights in such trademarked materials. A party may revoke the other party’s right to use its marks under this Section by providing written notice to the other party and allowing the other party a reasonable period of time to terminate the use.

11. Representations and warranties.

Each party represents and warrants

1. it has the power and authority to enter into the contract
2. and that it will comply with all laws and regulations applicable to the provision, receipt or use of the Services, as applicable.

1. Release of liability.

Except as expressly provided in the Terms, to the fullest extent permitted by applicable law, Checksub (a) makes no warranties of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement or use without error or

Services or Software and (b) makes no representations regarding the content or information accessible through the Services.

1. Limitation of liability.
2. Limitation of vicarious liability.

To the extent permitted by applicable law and subject to Section 13.C (Unlimited Liabilities), neither party shall have any liability arising out of or related to the Agreement for any (a) indirect, consequential, special, incidental or punitive damages or (b) loss of revenue, profits, savings or goodwill.

1. Limitation of the amount of liability.

The total and aggregate liability of each party for damages arising out of or related to the Agreement is limited to the fees paid by the Customer during the 12 months prior to

the event giving rise to the liability.

1. Unlimited liability.

Nothing in the Agreement shall exclude or limit the liability of either party for: (a) its fraud or fraudulent misrepresentation; (b) its obligations under Section 14 (Indemnification); (c) its infringement of the other party’s intellectual property rights; (d) its payment obligations under the Agreement; or (e) matters for which liability cannot be excluded or limited under applicable law.

1. Compensation.
2. Indemnification obligations of the customer.

The Customer shall defend Checksub and its Partners participating in this Agreement and the

will indemnify in any legal proceeding brought by a Third Party, to the extent that such liability arises from (a) a Customer project, Customer Content or Customer’s Brand Features; or (b) the use of the Services by Customer or an End User in violation of these T&Cs.

Checksub shall notify Customer in writing of any allegations that preceded the third party legal proceeding. Customer shall reasonably cooperate with Checksub

to resolve the allegation and the third party’s legal proceeding. Checksub is free to choose its own attorney.

1. Recourse.
2. (a)If Checksub reasonably believes that the Services may infringe the intellectual property rights of a third party, Checksub may, in its sole discretion and at its expense, (i) grant Customer the right to continue using the Services,

(ii) modify the Services to make them non-infringing without substantially reducing their functionality or (iii) replace the Services with a non-infringing and functionally equivalent alternative.

1. (b)If Checksub believes that the planned remedies are not commercially reasonable, Checksub may suspend or terminate Customer’s use of the affected Services.

1. Exclusive Rights and Obligations.

Without affecting the termination rights of either party, this Section 14 (Indemnification) sets forth the parties’ sole and exclusive remedy under these Terms for any third party claim of infringement of intellectual property rights covered by this Section 14 (Indemnification).

1. Personal data

The Parties acknowledge that they are fully aware of the provisions of a legislative or regulatory nature, whether European or national, resulting in particular from Regulation 2016/679/EU of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, the amended Act No. 78-17 of 6 January 1978 on data processing, files and freedoms and its implementing texts, as well as any other regulation applicable to the matter, which may be added to or replaced at a later date (referred to as the “Personal Data Regulations”).

With the exception of the personal data of individual Customers for which our company acts as data controller, Checksub, which processes personal data in its capacity as a subcontractor of the legal entity Customer, undertakes to :

 provide the Customer with sufficient guarantees that appropriate technical and organizational measures have been implemented, in terms of training of Checksub’s staff members assigned to the Services, of the equipment used, so that the processing of personal data implemented for the needs of the execution of the Conditions meets the requirements of the Regulation

Personal Data;

 not to process personal data without duly documented instructions from the Customer, it being specified that, if Checksub considers that an instruction from the Customer

constitutes a violation of the Personal Data Regulations, it shall inform the Customer as soon as possible;

 process personal data only for the purposes set out in the

Conditions, except for further processing for statistical purposes, for which the Customer acknowledges Checksub’s legitimate interest in implementing them;

 to ensure the security of Checksub’s premises, so as to prevent the destruction, loss, alteration, distortion or other modification, hacking, misappropriation, damage, disclosure or access by unauthorized persons of the personal data that Checksub has been provided with, that Checksub stores or, more generally, that Checksub processes in any way whatsoever, on behalf of the Customer ;

cooperate with the Customer, including providing the documentation necessary to demonstrate compliance with all of its obligations, in particular the performance of audits, including inspections, by the Customer or another auditor, independent and not in competition with Checksub, that it has appointed, and contribute to such audits;

 allow access to and carry out any transmission, extraction, communication, copy or other transfer, in whatever form, of personal data to a recipient located in a country outside the European Union, it being specified that in the event that the recipient country or countries do not ensure a level of data protection equivalent to that of the European Union, Checksub undertakes to take all appropriate safeguards, either on the basis of an adequacy decision or, in the absence of such a decision, on the basis of appropriate safeguards envisaged by communicating a copy of the binding internal rules, the standard contractual clauses adopted, the code of conduct or the certification mechanism duly approved by the competent authority;

 to make respect all the obligations of Checksub under the Conditions by any company which would substitute itself to Checksub as well as to any subcontractor – with regard to which the Customer declares to give to Checksub its general authorization for such a subcontracting – whatever its rank or its mode of intervention, by envisaging these same obligations in an express way in the contract which binds

Checksub to the said company or the subcontractor to any subsequent subcontractor, so that they undertake to comply with the Terms ;

 to notify, under the conditions of the Personal Data Regulation, to the Customer any personal data violation of which Checksub has knowledge, to take as soon as possible the adequate measures to remedy it, including any useful step with the competent national authority of protection and to collaborate with the Customer to communicate by mutual agreement, the existence of the personal data violation to the concerned persons

Since it acts only as a subcontractor with regard to the personal data processing, Checksub will not be able however to see its responsibility committed for this reason, the Customer being entirely responsible for any failure with the Personal Data Regulation which it commits consequently to respect in its quality of person in charge for treatment.

16. Miscellaneous.

1. Notice.

Checksub will provide Customer with notices under the Terms by sending an email to the notification email address. Customer will provide Checksub with notices under the Terms by sending an e-mail to the notification e-mail address [email protected]. Notice shall be deemed received at the time of

sending the e-mail. Customer is responsible for keeping its notification email address current throughout the term of the Agreement.

1. E-mail.

The parties may use email to satisfy the written approval and consent requirements under the Terms.

1. Assignment or change of control.

If a party undergoes a change in management (for example, through a stock purchase or sale, merger or other form of corporate transaction), that party will notify the other party within 30 days of the change in control.

The Customer authorizes in advance Checksub to assign or transfer these contractual rights to any person of its choice, subject to informing the Customer beforehand in accordance with article 1216 of the Civil Code, being specified that in the hypothesis of

The customer can object to the transfer of the contract with Checksub to the transferee in case of a reduction of his rights.

1. Force Majeure.

Neither party shall be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, acts of God, terrorism, riots or war.

1. No agency.

This Agreement does not create any agency, partnership or joint venture between the Parties.

1. Waiver.

In accordance with these Terms, the Customer acknowledges that the Services consist of digital Content, not provided on a physical medium, of which

the execution has begun after its prior and express agreement. Accordingly, the

Customer expressly acknowledges that the Services cannot, in accordance with Article L. 221-18, 13° of the Consumer Code, be the subject of the right to withdraw and expressly waives it.

1. Divisibility.

If any part of these terms and conditions is invalid, illegal or unenforceable, the remainder of the agreement shall continue in effect.

1. No third party beneficiaries.

These Terms do not confer any benefit on any third party unless expressly stated.

1. Equitable assistance.

Nothing in these Terms limits the ability of either party to seek equitable relief.

1. Modifications.

Except as set forth in Section 3.E (Amendments), any amendment must be in writing, signed by both parties, and expressly state that it amends these Terms.

1. Survival.

The following sections shall survive the expiration or termination of these Terms: Section 4 (Payment and Billing), Section 7 (Copyright, Use and Operating Rights), Section 9.F (Effect of Termination), Section 12 (Release of Liability), Section 13 (Limitation of Liability), Section 14 (Indemnification), and Section 16 (Miscellaneous).

1. Full agreement.

These Terms set forth all terms and conditions agreed to by the parties and supersede all other agreements between the parties relating to its subject matter. In entering into these Terms, neither Party has relied on any statement, representation or warranty (whether negligently or innocently made), and neither Party shall have any right or remedy based thereon, except as expressly set forth in these Terms. Terms located at a URL referenced in these Terms are incorporated by reference into the Agreement. After the Date

Upon the date of entry into force, Checksub may provide an updated URL in place of any URL listed in these Terms.

1. Contradictory terms.

In the event of a conflict between the documents that make up these Terms, the documents will be controlled in the following order: the Data Processing and Security Terms, the Terms and the terms of any other URL.

1. Headers.

The headings and captions used in the Terms are for reference purposes only and shall not affect the interpretation of the Terms.

1. Conflicting languages.

If these terms and conditions are translated into a language other than French and there is a discrepancy between the French text and the translated text, the French text shall prevail, unless otherwise expressly stated in the translation.

1. Definitions.

“Parties” means the persons, natural or legal, who enter into this contract with each other.

“Suspension”: characterizes a temporary stop. It can affect either the whole of the Services and the present T&C or only a part of them. “Account” means the account of the Checksub platform of the customer.

“Dashboard” means the online console(s) or dashboard provided by Checksub to Customer for the administration of the Services.

Control” means control of more than 50% of the voting rights or equity interests of a party.

“Data” means data provided to Checksub by Customer or End Users through the Services as part of the Account.

“End User” means a person who uses the Services of

Checksub. For clarity, users may include customer employees and other third parties.

“Data Processing and Security Conditions” means the conditions relating to the Privacy Policy and available at www.checksub.com

“API” means any application programming interface provided by Checksub as part of the Services.

“High-risk activities” means activities where the use or failure of the Services is reasonably likely to result in death, personal injury, or environmental damage (such as the establishment or operation of nuclear facilities, air traffic control, life support systems, or weaponry).

“Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark and moral rights laws, and other similar rights.

“Liability” means any liability, whether in contract, tort (including negligence) or otherwise, whether foreseeable or contemplated by the parties.

“Project” means the Content uploaded by the Customer to Checksub as well as the Services associated with this or these Contents.