GENERAL TERMS FOR CREATORS

1. Identification of WEERLIVE

The company WL CAPITAL ("WEERLIVE") is a société par actions simplifiée (French simplified joint-stock company) registered with the RCS de Paris (Paris Trade and Companies Register) under number 943 297 481, with its registered office at 1 Rue de Stockholm, 75008 Paris, France.

2. Services offered

WEERLIVE operates a platform accessible at the following URL: https://www.weerlive.com/fr (the "Platform") enabling content creators (the "Creators") to connect with viewers (the "Viewers") who wish to access their contents (the "Contents"), whether Lives, replays or VOD videos.

Creators are reminded that they are invited to read WEERLIVE's General Terms for Viewers when they consume Contents on the Platform.

3. Information on the General Terms

4. Conditions of access to the Services

(i) The Creator is a legal entity acting through a natural person who has the power or authority required to enter into a contract in the name and on behalf of the Creator.

(ii) The Creator is a professional, meaning any natural or legal person acting for purposes falling within the scope of its commercial, industrial, craft, liberal or agricultural activity.

5. Terms of access to and subscription for the Services

The Creator can access the Services by going directly to the Platform.

To subscribe to the Services, the Creator must complete the form provided for that purpose on the Platform.

The Creator must provide WEERLIVE with all the information marked as mandatory.

Registration automatically opens an account in the Creator's name (the "Account") which allows the Creator to access the Services using its login and password.

6. Description of the Services

6.1. The Services

Before subscribing, the Creator acknowledges that it can review on the Platform the characteristics of the Services and their constraints, in particular technical constraints.

The Creator acknowledges that the use of the Services, and in particular the broadcasting of a Live, requires a stable, high-performance internet connection that remains available for the entire duration of the broadcast. The quality of the Services depends directly on this connection, which is the sole responsibility of the Creator and for which WEERLIVE is not responsible.

WEERLIVE expressly recommends that the Creator, for every Live: (i) use a wired (Ethernet) connection dedicated to the broadcast, rather than a shared Wi-Fi or mobile connection; (ii) ensure that the upload bandwidth is sufficient and stable for the chosen broadcast quality; (iii) arrange an independent backup connection (a second internet access or a 4G/5G connection) allowing a switchover without interruption should the main connection fail; (iv) carry out a test broadcast under real conditions before the Live.

Any interruption, degradation or inability to broadcast resulting from the Creator's internet connection, its capture or encoding equipment, or any of its service providers cannot be attributed to WEERLIVE. Any refunds granted to Viewers on this basis are borne by the Creator and are deducted from the sums owed to the Creator.

The Services to which the Creator has subscribed are described on the Platform. In particular, the Creator may publish various Contents, which may be public or private, for Viewers registered on the Platform, namely:

• Lives (the "Lives"), meaning contents broadcast live on the Platform (such as conferences, coaching sessions or speeches) accessible via a sharing link allowing Viewers to join them;
• Replays of recorded Lives;
• VOD videos.

WEERLIVE reserves the right to offer any other Service.

6.2. Additional services

Maintenance

During the term of the Services, the Creator benefits from maintenance, in particular corrective and evolutionary maintenance. In this context, access to the Platform may be limited or suspended.

With regard to corrective maintenance, WEERLIVE uses its best efforts to provide the Creator with corrective maintenance in order to fix any malfunction or bug identified on the Platform.

With regard to evolutionary maintenance, during the term of the Services the Creator benefits from evolutionary maintenance, which WEERLIVE may carry out automatically and without prior notice, and which includes improvements to the Platform's features, the addition of new features and/or technical installations used in connection with the Platform (intended to introduce minor or major extensions).

Access to the Platform may also be limited or suspended for scheduled maintenance, which may include the corrective and evolutionary maintenance operations referred to above.

Hosting

WEERLIVE provides, under a best-efforts obligation (obligation de moyens), the hosting of the Platform and of the data entered on the Platform, on its own servers or through a professional hosting provider, and on servers located within the territory of the European Union.

Technical support

In the event of any difficulty encountered while using the Services, the Viewer may contact WEERLIVE at the following email address: hello@weerlive.com.

Depending on the need identified, WEERLIVE will estimate the response time and keep the Viewer informed.

7. Term of subscription to the Services

The Creator subscribes to the Services for an indefinite term.

8. WEERLIVE's financial terms

8.1. Price of the Contents

The Creator is free to set, at its sole discretion, the price of each Content for Viewers through a pricing system under which a payment is made to access and watch a Content.

The viewing price of each Content is indicated on the Platform by the Creator.

Subject to compliance with the following minimum pricing set by WEERLIVE:

• Minimum price for Lives: 10 euros including VAT;
• Minimum price for other Contents: 5 euros including VAT.

The prices of the Contents are set and displayed inclusive of all taxes (VAT included). WEERLIVE, a company established in France, collects and remits the VAT applicable to sales of Contents to Viewers. The VAT rate applied depends on where the Viewer is located: French VAT at the rate in force for a Viewer located in France; VAT at the rate in force in the relevant Member State for a Viewer located in another Member State of the European Union; no European Union VAT for a Viewer located outside the European Union.

Since the payment to the Creator is calculated on the amount of the Content price excluding VAT, the amount paid to the Creator is higher for sales made to Viewers located outside the European Union.

8.2. Price of the Services and invoicing

WEERLIVE's Services are invoiced at 20% of the Content price excluding VAT received for Contents purchased by Viewers. The Creator therefore receives 80% of the price excluding VAT of each Content sold. Formula:

WEERLIVE's remuneration = Content price excluding VAT x 20%; Payment to the Creator = Content price excluding VAT x 80%

Service fees payable by the Viewer: in addition to the Content price set by the Creator, service fees equal to 2.9% of the Content price including VAT, with a minimum of 0.90 euro, are added to the amount paid by the Viewer at the time of purchase. These service fees apply to all Content, whether a Live, a replay or a VOD video. These service fees are retained in full by WEERLIVE and cover, in particular, the fees of the Payment Service Provider. They are not included in the basis for calculating the payment to the Creator and are in no case owed to the Creator.

Example:

The Creator broadcasts a Live show with an entry fee of 120 euros including VAT, i.e. 100 euros excluding VAT (French VAT at 20%). The Viewer pays 120 euros, plus service fees of 2.9% of the price including VAT, i.e. 3.48 euros, for a total of 123.48 euros. WEERLIVE retains the service fees of 3.48 euros as well as its remuneration of 20 euros (100 x 20%). The Creator receives 80 euros (100 x 80%). For a Live at 12 euros including VAT, 2.9% amounts to 0.35 euro: the Viewer therefore pays the minimum service fee of 0.90 euro, i.e. 12.90 euros in total.

WEERLIVE's Service fees may be revised at any time under the conditions set out in the article "Amendment of the General Terms".

8.3. Self-billing mandate

Under these General Terms, the Creator, as principal, entrusts WEERLIVE, as agent, in compliance with the applicable economic and tax rules, with the preparation and issuance of its invoices.

In this respect, the Creator expressly mandates WEERLIVE to prepare, in its name and on its behalf, original invoices relating to the sharing of Contents on the Platform, in accordance with the tax and economic regulations in force, and in particular the provisions of articles 289 I-2 and 242 nonies I (Annex 2) of the Code général des impôts (French General Tax Code).

The Creator is responsible for informing WEERLIVE whether or not it is subject to VAT and for providing all the information required to prepare its invoices.

This mandate covers the invoices relating to the sums paid by WEERLIVE to the Creator under the article "Payment to the Creator". An invoice is prepared in the name and on behalf of the Creator for each payment made by WEERLIVE and is made available to the Creator in its Account.

8.4. Payment to the Creator

WEERLIVE collects the price paid by Viewers to watch the Contents and holds these sums in escrow for 7 days after the purchase of the Content. At the end of this period, unless a complaint has been made, WEERLIVE pays the Creator the amounts due, after deduction of the fees provided for in the article "Price of the Services and invoicing".

WEERLIVE thus pays the Creator the price owed to it by Viewers for the Contents watched, after WEERLIVE has collected its Service fees in accordance with the terms of the article "Price of the Services and invoicing".

In the event of complaints from a Viewer, the Creator delegates the handling of such complaints to WEERLIVE and leaves WEERLIVE as sole judge of their validity. The Creator undertakes to comply with WEERLIVE's decision as to whether or not to refund the Viewers concerned, where applicable.

Where WEERLIVE owes the Creator a sum of money whose amount and due date are not disputed, that sum is set off automatically and without formality against the price of its Services, whether or not the conditions for statutory set-off are met.

9. Intellectual property rights

9.1. Intellectual property rights in the Platform

The Platform is the property of WEERLIVE, as are the software, infrastructure, databases and contents of any kind (texts, images, visuals, music, logos, trademarks, etc.) that it operates. They are protected by all applicable intellectual property rights and database producers' rights. The licence granted by WEERLIVE to the Creator does not entail any transfer of ownership.

The Creator benefits from a non-exclusive, personal and non-transferable SaaS licence to use the Platform for the term provided for in the article "Term of subscription to the Services".

9.2. Intellectual property rights in the Contents

Creators retain full and complete ownership of their Content.

Viewers' access to the Content gives rise to the grant by the Creator of a licence to use the Content to the Viewer, the terms of which are freely determined by the Creator. In return for payment of the fee set in the article "Price of the Contents", the Viewer is granted a temporary, exclusive, non-assignable and non-transferable licence to watch the Contents.

The Viewer is therefore granted no intellectual property right other than the right to watch the Content. Consequently:

• Any representation or reproduction, in whole or in part, of the Content constitutes an infringement and will be penalised as such;
• The Viewer undertakes to use the Contents for personal purposes only and under no circumstances for professional or commercial purposes;
• The Viewer undertakes not to publish, distribute or capture, by any means whatsoever and on any medium whatsoever, all or part of the Content;
• The Viewer undertakes not to modify, adapt or alter the Content;

WEERLIVE, in its capacity as hosting provider, neither controls nor guarantees the Creators' Contents and holds no rights in them.

9.3. Use of the Creator's personality rights (image, name and voice) by WEERLIVE

The Creator authorises WEERLIVE to use, free of charge, the image attached to its Account as well as its name and its voice as captured in its Contents in order to promote its Services, by any means and on any medium, worldwide and for the term of the subscription to its Services.

10. Commercial references

The parties may use each other's names, trademarks and logos and refer to each other's platforms as commercial references for the duration of their contractual relationship and for 3 years thereafter.

11. Obligations and liability of the Creator

11.1. Regarding the provision of information

The Creator undertakes to provide WEERLIVE with all the information necessary for subscribing to and using the Services.

11.2. Regarding the Creator's Account

The Creator:

• warrants that the information provided in the form is accurate and undertakes to keep it up to date,
• acknowledges that this information constitutes proof of its identity and is binding on it as soon as it is validated,
• is responsible for maintaining the confidentiality and security of its login and password. Any access to the Platform using these credentials is deemed to have been made by the Creator.

The Creator must immediately contact WEERLIVE using the contact details given in the article "Identification of WEERLIVE" if it discovers that its Account has been used without its knowledge. It acknowledges that WEERLIVE will be entitled to take any appropriate measures in such a case.

11.3. Regarding the Contents

The Creator freely determines the conditions under which the Contents are broadcast (time, date, price, duration, private, public, etc.).

Accordingly, the Content broadcast is the sole responsibility of the Creator and must at all times comply with these General Terms. The Creator warrants to WEERLIVE that it has obtained the consent of every person appearing in its Contents. More generally, it warrants to WEERLIVE that the Contents do not infringe the rights of third parties, in particular their image rights, right to privacy and intellectual property rights. It undertakes not to involve or include minors in its Contents.

The Creator is solely responsible for obtaining, managing and paying for all the rights and authorisations required to broadcast its Contents on the Platform, whether live, as a replay or as VOD, and in particular: copyright and related rights in the musical works, texts, images and videos used (declarations and royalties to SACEM, SACD, SPRE or any other collective management organisation, in France or abroad); the rights of performers and contributors; the image rights of the persons filmed; the authorisations of partners, sponsors and trademark owners appearing in the Contents. WEERLIVE assumes no obligation or liability in this respect. The Creator indemnifies WEERLIVE against any claim, action or judgment relating to these rights and will compensate WEERLIVE for any sum it may have to bear as a result.

Where the Creator is assisted by third parties (agents, representatives, partners, etc.), it is responsible for compliance with these General Terms by those third parties. In the event of a breach, non-compliance or damage caused by a third party acting on behalf of the Creator, the Creator remains solely liable towards WEERLIVE and the Viewers, and it is for the Creator to subsequently take action against the offending party.

Any breach of these obligations may result in the Creator being banned from the Platform, in addition to compensation for the loss suffered by WEERLIVE as a result of that breach.

11.4. Regarding use of the Services

The Creator is responsible for its use of the Services and for any information it shares in that context. It undertakes to use the Services personally and not to allow any third party to use them in its place or on its behalf.

The Creator must not divert the Services for purposes other than those for which they were designed, and in particular to:

• carry out any illegal or fraudulent activity,
• breach public order or public decency,
• harm third parties or their rights in any way whatsoever,
• breach any contractual, legislative or regulatory provision,
• carry out any activity liable to interfere with a third party's computer system, in particular with a view to breaching its integrity or security,
• take steps aimed at promoting its own services and/or websites or those of a third party,
• help or encourage a third party to commit one or more of the acts or activities listed above.

The Creator must also refrain from:

• copying, modifying or diverting any element belonging to WEERLIVE or any concept it operates in connection with the Services,
• adopting any conduct liable to interfere with or divert WEERLIVE's computer systems or to compromise its IT security measures,
• harming WEERLIVE's financial, commercial or moral rights and interests,
• marketing, transferring or giving access in any way whatsoever to the Services, to the information hosted on the Platform or to any element belonging to WEERLIVE.

The Creator is responsible for the Contents of any kind that it broadcasts in connection with the Services.

The Creator accepts that the Contents broadcast on the Platform are made public by default and may be seen by other users of the Platform.

The Creator must not broadcast any Content (this list is not exhaustive):

• that breaches public order or public decency (pornographic, obscene, indecent, shocking or unsuitable for a family audience, defamatory, insulting, violent, racist, xenophobic or revisionist content),
• that infringes the rights of third parties (infringing content, breach of personality rights, etc.) and, more generally, that breaches any contractual, legislative or regulatory provision,
• that is harmful to third parties in any way whatsoever,
• that is false or misleading, or that offers or promotes illegal, fraudulent or deceptive activities,
• that is harmful to third-party computer systems.

The Creator is responsible for the relationships it may form with the other users of the Platform, and in particular with the other Creators and the Viewers. It undertakes to act with discernment and to observe the usual rules of politeness and courtesy in its exchanges with other users and in its Contents.

The Creator must not contact, by any means whatsoever, the other users of the Platform with a view to circumventing the Services, and in particular to offer its Contents to Viewers outside the Platform. WEERLIVE may, where appropriate, take any measures it deems necessary against Creators who fail to comply with this provision.

In the context of being connected with Viewers through the Platform, the Creator is required to comply with its own tax and social security obligations relating to its activity as a Creator.

The Creator is responsible for all formalities and all payments for which it is liable in connection with the use of the Services.

As the provider on the Platform, WEERLIVE also reminds the Creator that if the Creator presents itself as a consumer while acting in a professional capacity, it is liable to the penalties provided for by the Code de la consommation (French Consumer Code).

The Creator indemnifies WEERLIVE against any claim and/or action that may be brought against WEERLIVE following the breach of any of the Creator's obligations. The Creator will compensate WEERLIVE for the loss suffered and reimburse it for all sums it may have to bear as a result.

11.5. Regarding the instant messaging system (the "Chat")

During a Live, an instant messaging system (Chat) may be made available to Viewers, at the Creator's discretion. When creating its Live, the Creator chooses whether or not to enable the Chat; this choice can no longer be changed once the Live has been created. The Creator may also disable a Viewer's messages if the Viewer's behaviour during the session does not comply with the provisions of the General Terms. The Creator undertakes to moderate the Chat.

11.6. Reporting abuse

If a Creator notices, on the Platform, the presence of manifestly unlawful content or behaviour contrary to these General Terms, in particular on its Lives, it must alert WEERLIVE without delay by sending it a notification.

To be valid, the notification must be made either via the dedicated button or by email to hello@weerlive.com and, in accordance with article 6 I 5° of the LCEN (French Law on Confidence in the Digital Economy), include the following elements:

• Date of the notification;
• The identity of the notifying party (for a natural person: surname, first name, occupation, address, nationality, date and place of birth / for a legal entity: legal form, company name, registered office, legal representative);
• A description of the disputed content and its location on the Platform;
• The reasons why the content should be removed and the reference to the relevant legal provision;
• A copy of the correspondence sent to the author or publisher of the disputed content requesting its removal or modification, or proof that the author could not be contacted.

Any abusive notification may give rise to liability on the part of the notifying party and is in particular punishable by one year's imprisonment and a fine of 15,000 euros under article 6-I-4 of loi n°2004-575.

Creators' attention is drawn to the fact that, although WEERLIVE takes measures to ensure the confidentiality of exchanges via the Chat, it is not possible for WEERLIVE to guarantee the absolute security of information shared through this means of communication.

12. Obligations and liability of WEERLIVE

WEERLIVE undertakes to provide the Services with due care, it being specified that it is bound by a best-efforts obligation (obligation de moyens).

12.1 Regarding the quality of the Services

WEERLIVE uses its best efforts to provide the Creator with quality Services.

To this end, it regularly carries out checks to verify the operation and accessibility of its Services and may therefore carry out maintenance under the conditions set out in the article "Maintenance".

WEERLIVE is nevertheless not liable for temporary difficulties or impossibilities of access to its Services caused by:

• circumstances outside its network (and in particular the partial or total failure of the Creator's servers),
• the failure of equipment, cabling, services or networks not included in its Services or not under its responsibility,
• interruption of the Services due to telecommunications operators or internet service providers,
• action by the Creator, in particular through an incorrect configuration applied to the Services,
• a case of force majeure.

WEERLIVE is responsible for the operation of its servers, the outer limits of which are the connection points.

Furthermore, it does not guarantee that the Services:

• being subject to constant research aimed in particular at improving their performance and development, will be entirely free of errors, defects or faults,
• being standard and in no way designed according to the Creator's personal constraints, will specifically meet its needs and expectations.

12.2. Regarding the service level guarantee of the Platform

WEERLIVE offers no service level guarantee for the Platform.

However, WEERLIVE uses its best efforts to maintain access to the Platform 24 hours a day, 7 days a week, except in the event of scheduled maintenance under the conditions defined in the article "Maintenance" or of force majeure.

12.3. Regarding the backup of data on the Platform

WEERLIVE uses its best efforts to back up all data entered on the Platform.

Except in the event of proven fault on the part of WEERLIVE, it is nevertheless not liable for any loss of data during maintenance operations.

12.4. Regarding data storage and security

WEERLIVE provides sufficient storage capacity for the operation of the Services.

WEERLIVE uses its best efforts to ensure data security by implementing measures to protect the infrastructure and the Platform, to detect and prevent malicious acts, and to recover data.

12.5. Regarding the publication of contents

WEERLIVE acts as a hosting provider for the Contents that the Creator puts online. Consequently, it is not liable for these Contents.

If WEERLIVE receives a notification concerning unlawful Content, it will act promptly to remove it or make access to it impossible, and it may take the measures described in the article "Penalties for breach".

12.6. Regarding unlawful Contents

WEERLIVE undertakes to remove without delay from the Platform any manifestly unlawful Content reported to it, in accordance with the terms of the LCEN.

12.7. Regarding the connection between users

WEERLIVE acts as an intermediary (broker) in the relationship between the Creator and the other users.

WEERLIVE therefore cannot be held liable in connection with these relationships with other users, nor be a party to any dispute whatsoever.

WEERLIVE does not guarantee any volume of business that the Creator may achieve through the use of the Services.

12.8. Regarding subcontracting and assignment

WEERLIVE may use subcontractors in the performance of the Services, who are subject to the same obligations as WEERLIVE in the course of their involvement. WEERLIVE nevertheless remains solely responsible towards the Creator for the proper performance of the Services.

WEERLIVE may substitute for itself any person who will be subrogated to all its rights and obligations under its contractual relationship with the Creator. Where applicable, it will inform the Creator of this substitution by any written means.

13. Limitation of WEERLIVE's liability

WEERLIVE's liability is limited solely to proven direct damage suffered by the Creator as a result of the use of the Services.

With the exception of personal injury, death and gross negligence, and provided that a claim has been made by registered letter with acknowledgement of receipt within one month of the occurrence of the damage, WEERLIVE's liability cannot exceed the amounts it received during the 24 months preceding the event giving rise to liability, or the period during which its Services were provided if that period is shorter.

14. Admissible evidence

Evidence may be established by any means.

The Creator is informed that the messages exchanged through the Platform, as well as the data collected on the Platform and on WEERLIVE's computer equipment, constitute one of the admissible forms of evidence, in particular to demonstrate that the Services were actually performed and how their price was calculated.

15. Processing of personal data

The parties undertake, each insofar as it is concerned, to comply with all the legal and regulatory obligations incumbent on them regarding the protection of personal data, in particular loi 78-17 du 6 janvier 1978 (French Data Protection Act) in its latest amended version, known as the Loi Informatique et Libertés, and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (together the "Applicable Regulations").

To find out more about the processing carried out by WEERLIVE, the Creator is invited to read WEERLIVE's privacy policy available on the Platform.

16. Force majeure

WEERLIVE cannot be held liable for any failure or delay in the performance of its contractual obligations due to a case of force majeure, as defined in article 1218 of the Code civil (French Civil Code), occurring during the term of its relationship with the Creator.

If WEERLIVE is prevented from performing its obligations due to a case of force majeure, it must inform the Creator by registered letter with acknowledgement of receipt. The obligations are suspended upon receipt of the letter and must be resumed within a reasonable time after the case of force majeure ceases.

WEERLIVE nevertheless remains bound to perform the obligations that are not affected by the case of force majeure.

17. End of the Services

The Creator may unsubscribe from the Services directly and free of charge through the feature provided for that purpose on the Platform or by sending a request by email to the following address: hello@weerlive.com. For the request to be accepted, the Creator must send the email from the address associated with its Account and state "DEMANDE DE DESINSCRIPTION" (unsubscription request) in the subject line.

The deletion of the Account will only take effect once no Live is scheduled, unless no participant has yet registered. Otherwise, the Creator must honour its commitment before its Account is permanently deleted. Subject to compliance with this procedure, WEERLIVE undertakes to delete the Account and the associated information within 7 days.

If WEERLIVE owes the Creator sums for past Contents, these sums will be paid within the usual time limits.

The Creator no longer has access to its Account from the end of the Services.

18. Penalties for breach

The following are essential obligations of the Creator (the "Essential Obligations"):

• payment of the Service fees,
• not providing WEERLIVE with inaccurate or incomplete information,
• observing the usual rules of politeness and courtesy in exchanges with WEERLIVE and with the other users of the Platform,
• not using the Services on behalf of a third party,
• not carrying out any illegal or fraudulent activities or activities that infringe the rights or security of third parties, breach public order or violate the laws and regulations in force.

In the event of a breach of any of these Essential Obligations, WEERLIVE may:

• suspend or delete the Creator's access to the Services,
• delete any Content connected with the breach,
• publish on the Platform any information message that WEERLIVE deems useful,
• notify any competent authority, cooperate with it and provide it with all information useful for the investigation and prosecution of illegal or unlawful activities,
• bring any legal action.

These penalties are without prejudice to any damages that WEERLIVE may claim from the Creator.

In the event of a breach of any obligation other than an Essential Obligation, WEERLIVE will request, by any appropriate written means, that the Creator remedy the breach within a maximum of 15 calendar days. The Services will end at the expiry of this period if the breach has not been remedied.

The end of the Services results in the deletion of the Creator's Account.

19. Amendment of the General Terms

WEERLIVE may amend its General Terms at any time and will inform the Creator by any written means (in particular by email) at least 7 calendar days before they come into force.

The amended General Terms apply from the date they come into force.

If the Creator does not accept these amendments, it must unsubscribe from the Services in accordance with the procedure set out in the article "End of the Services".

If the Creator uses the Services after the amended General Terms have come into force, WEERLIVE considers that the Creator has accepted them.

20. Language

The French language prevails in the event of any conflict or dispute as to the meaning of a term or provision.

21. Applicable law and jurisdiction

The General Terms are governed by French law.

In the event of a dispute between the Creator and WEERLIVE, and failing an amicable settlement within 2 months of the first notification, the dispute will be submitted to the exclusive jurisdiction of the courts of Paris (France), unless mandatory provisions provide otherwise.