Terms of Use and Sale

1. INTRODUCTION

Welcome to TURBO STUDIO S.A.S., a French simplified joint-stock company (société par actions simplifiée) with a share capital of €1,000, registered office at 10 rue du Colisée, 75008 Paris, France, registered with the Paris Trade and Companies Registry (R.C.S. Paris) under number 953 440 716, EU VAT number FR31953440716 (hereinafter "the Company", "we", "us", "our").

These General Terms of Service (hereinafter "GTS") define the rights and obligations of the Company and its customers in connection with the services offered through the Submagic platform (www.submagic.co).

These GTS are made available to each customer at the time of subscription. They take precedence over all other documents, including any purchase conditions of the customer.

The Company reserves the right to modify these GTS at any time. In the event of modification, the applicable GTS are those in force at the time the order is placed. Any material modification will be notified by email with reasonable prior notice.

Our Privacy Policy (available at www.submagic.co/privacy) also governs your use of the platform. By accessing the platform, you acknowledge that you have read, understood, and agreed to be bound by these GTS. For any questions: support@submagic.co.

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2. LEGAL NOTICE AND HOSTING

In accordance with French Law n° 2004-575 of June 21, 2004 on Confidence in the Digital Economy (LCEN), the following legal information is provided:

2.1. Platform Publisher

• Company name: TURBO STUDIO S.A.S.
• Legal form: Simplified Joint-Stock Company (SAS)
• Share capital: €1,000
• Registered office: 10 rue du Colisée, 75008 Paris, France
• RCS Paris: 953 440 716
• EU VAT number: FR31953440716
• Contact email: support@submagic.co
• Publication director: David Zitoun

2.2 Hosting Provider

• Company name: Amazon Web Services EMEA SARL
• Address: 38 avenue John F. Kennedy, L-1855 Luxembourg
• Phone: +352 2789 0057
• Website: https://aws.amazon.com

3. DEFINITIONS

In the interpretation of these GTS, the following terms shall have the meanings set out below:

- Agreement: means the contract formed between the Parties in accordance with Article 5.

- Content: means any information, data, text, image, graphic, audio, video, file or other material that the User uploads, submits or makes available through the Platform.

- Customer: any individual or legal entity, acting in a professional or personal capacity, who wishes to acquire one or more services offered by the Company.

- Initial Term: means the initial term of the Agreement, as specified in Article 6.

- License Fee: means the price paid by the Customer in exchange for the license granted by the Company to use the Platform.

- Parties: refers collectively to the Company and the Customer.

- Platform: means the software platform published by the Company, accessible at www.submagic.co.

- Price: means the total amount paid by the Customer, including the License Fee and the Services Price.

- Services: means the services offered by the Company: maintenance and hosting of the Platform, technical support, and subscription management.

- Subscription: means the right to use the Platform granted to the Customer in exchange for payment of the Price.

- User: means any individual accessing the Platform on behalf of the Customer.

4. COMMUNICATIONS

By creating an account on our Platform, you agree to receive communications essential to the proper functioning of the Platform and Services (billing notifications, important updates, security alerts).

We may also send you newsletters and marketing materials relating to our Services. You may unsubscribe at any time via the unsubscribe link included in each email or by writing to support@submagic.co.

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By creating an account on our Platform, you agree to subscribe to receive communications essential for the proper functioning of the Platform and the Services. 

We may also send newsletters, marketing or promotional materials relating to our Services and/or Platform, using the contact details you provided, in accordance with applicable regulations. 

However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by emailing at [email address]. 

5. FORMATION OF THE AGREEMENT

5.1. Free trial

TURBO STUDIO may, at its sole discretion, offer a Subscription with a free trial period for a limited time. TURBO STUDIO reserves the right to modify the terms of or cancel such free trial offer at any time and without notice.

5.2. Subscription

The Customer may subscribe by selecting an available offer and desired duration. The subscription is confirmed by following these steps:

- Order summary: display of the selected offer, duration, and price including applicable taxes;

- Acceptance of GTS: the Customer ticks a dedicated box confirming they have read and accepted these GTS;

- Final validation: the Customer clicks to confirm their Subscription, then provides payment details on our payment provider's page. This double-click constitutes an electronic signature binding on the Customer.

An invoice is issued after validation and made available in the customer portal. It serves as proof of the transaction.

5.3. Subscription Management

The Customer may, at any time and independently via the Customer portal, modify his Subscription by adjusting duration or by choosing another offer, or by terminating the Subscription. Modifications take effect at the end of the current Subscription period.

6. TERM OF THE AGREEMENT

The Customer may choose between:

- Monthly Subscription: the license is granted for an initial term of one (1) month, automatically renewed for successive one (1) month periods. The Customer may cancel at any time via the Platform (Control Panel > Billing > "Cancel Subscription").

- Annual Subscription: the license is granted for an initial term of twelve (12) months, automatically renewed for successive twelve (12) month periods, unless cancelled by the Customer before the anniversary date of the Agreement.

Cancellations take effect at the end of the current Subscription period. Upon cancellation, access to the Platform will be suspended at the end of the current contractual period, with no refund due for the period already commenced.

7. ACCESS TO THE PLATFORM

Access to the Platform is made by the Customer using their own equipment and at their own responsibility. Access requires a computer or smartphone and an Internet connection.

The Company provides the Customer with access to the Platform on a oftware-as-a- Service (SaaS) basis, via secure and authenticated access methods.

The Company reserves the right to make any changes or removals to the Platform and its Services at any time. The Company shall not be held liable for any consequences resulting from fraudulent use by a third party of access credentials provided to the Customer.

8. CONTENT AND AVAILABILITY OF SERVICES

8.1. Hosting

In consideration for payment of the Services Price, the Company provides hosting of the Platform and Content, and the storage and processing capacities necessary for proper use of the Platform.

The Platform is accessible 24/7, including Sundays and public holidays. In the event of total unavailability, the Company undertakes to restore access as soon as possible. The Customer acknowledges that availability may be affected by force majeure events, technical issues, or maintenance operations.

8.2. Maintenance and Support

The Company provides maintenance and support of the Platform on a best-efforts basis. Support teams are available Monday to Friday from 9:00 AM to 6:00 PM (CET).

The Company will inform the Customer in advance of any scheduled maintenance, with 5 business days' notice. Scheduled maintenance may not exceed 1 hour of interruption.

Maintenance does not cover anomalies resulting from: (i) Internet network failures, (ii) Content provided by the Customer, (iii) force majeure events, (iv) malfunctions of third-party software, (v) the Customer's failure to comply with its obligations.

8.3. Other Services

Other services may be offered by the Company to the Customer, upon request, on a quote basis.

9. CUSTOMER OBLIGATIONS

The Customer undertakes to:

- Provide complete and accurate information when placing an order, and to update this information in the event of any changes;

- Use the Platform in accordance with these GTS and applicable laws;

- Use the Platform in compliance with Articles 12 (Content) and 13 (Prohibited Uses);

- Train Users in the proper use of the Platform and inform them of applicable rules.

If the Company must close a Customer account for failure to comply with its obligations, the Company shall be entitled to terminate the Agreement in accordance with Article 19.1, without prejudice to any damages it may be entitled to claim.

10. LICENSE OF USE

The Company grants the Customer, subject to payment of the License Fee, a personal, non-transferable, and non-exclusive right to use the Platform.

Each User agrees to the terms of the license upon their first access to the Platform. The Customer is responsible for ensuring that each User complies with this license.

Access to the Submagic Service is available via browser at www.submagic.co. Use requires the creation of a personal account. Each User is solely responsible for maintaining the confidentiality of their login credentials. Account sharing with other individuals is strictly prohibited.

The Service is intended only for individuals at least eighteen (18) years of age. Under the license granted, the Customer agrees not to: (i) adapt, decompile, disassemble, or reverse engineer the Platform, (ii) extract or reuse a substantial portion of the Platform's databases, (iii) infringe the Company's intellectual property rights.

11. PRICE, BILLING AND PAYMENT TERMS

In consideration for the provision of the License and Services, the Customer undertakes to pay the Price. All amounts are expressed in euros (EU-based customers) or US dollars (non-EU customers), exclusive of taxes.

The Price is billed monthly or annually, in advance on a recurring basis, depending on the type of subscription chosen.

A valid payment method is required. By submitting payment information, the Customer authorizes TURBO STUDIO to charge the Price to the provided payment method.

Any amount not paid on time will bear interest at the rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points, and will give entitlement to a fixed sum of €40 as compensation for collection costs. In the event of persistent non-payment after 48-hour formal notice, the Company may suspend access to the Platform and/or terminate the Agreement.

TURBO STUDIO may modify the Price of Subscriptions at any time with reasonable prior notice. Continued use of the Platform after the new Price takes effect constitutes acceptance of the modified Price.

12. REFUNDS

All monthly and annual fees are non-refundable. The Customer may cancel their Subscription at any time via their customer portal. The cancellation takes effect at the end of the current billing cycle.

For consumer customers (individuals not acting in the course of their professional activity), in accordance with applicable consumer protection law, a fourteen (14) day right of withdrawal applies from the date of subscription, unless the service has already been fully performed with the consumer's express prior consent before the expiry of that period.

13. CONTENT

The Platform allows you to post, store, and share Content. You are responsible for the Content you post, including its legality, reliability, and appropriateness.

By posting Content on the Platform, you represent and warrant that: (i) the Content is yours or you have the necessary rights to use it, and (ii) posting your Content does not violate any third-party rights (privacy, image rights, copyright, contractual rights, etc.).

You retain all rights to the Content you submit. However, by using the Platform, you grant TURBO STUDIO a worldwide, non-exclusive license to use, modify, reproduce, and distribute such Content on and through the Platform.

To opt out of TURBO STUDIO using your Content for promotional purposes, send an email to support@submagic.co from the address linked to your Submagic account clearly stating your refusal.

The Customer acknowledges that results generated by the Platform may not be unique and that other customers may obtain identical or similar results. The Customer assumes full responsibility for the use of AI-generated results.

14. PROHIBITED USES

The Customer agrees not to use the Platform:

- In any way that violates any applicable national or international law or regulation;

- For the purpose of exploiting or harming minors in any way;

- To transmit any unsolicited advertising or promotional material (spam, chain letters, etc.);

- To impersonate the Company, an employee, or any other user;

- In any way that infringes the rights of others or is illegal, threatening, fraudulent, or harmful;

- To perform mass data extraction (scraping, bots, spiders, etc.) without prior written authorization;

- To introduce viruses, Trojan horses, worms, or any other malicious material;

- To attempt unauthorized access to any part of the Service, any server, or any database connected to the Service;

- To attack the Service via a denial-of-service (DoS or DDoS) attack.

15. PERSONAL DATA AND CONFIDENTIALITY

15.1. Customer Personal Data

In accordance with the General Data Protection Regulation (GDPR — EU Regulation 2016/679) and the French Data Protection Act (Loi Informatique et Libertés n° 78-17 of January 6, 1978), the Customer has the following rights regarding their personal data:

• Right of access, rectification, erasure, and data portability;
• Right to object to and restrict processing;
• Right to withdraw consent at any time;
• Right to lodge a complaint with the French data protection authority (CNIL) — 3 Place de Fontenoy, TSA 80715, 75334 Paris Cedex 07 — www.cnil.fr.

The legal bases for processing are: performance of the contract (billing, service provision), consent (marketing communications, non-essential cookies), and legitimate interest (security, fraud prevention).

Data retention periods: account data for up to 3 years after account closure; billing data for 10 years (legal obligation); connection logs for 12 months.

To exercise their rights, the Customer may contact the Company at support@submagic.co or use the "Privacy & data" page in their account (app.submagic.co).

Personal data may be processed in the European Union and in countries outside the EEA (including the United States). Such transfers are governed by the European Commission's Standard Contractual Clauses. The Data Protection Officer (DPO) may be contacted at: tsifei@submagic.co.

15.2. Cookies

The Platform uses cookies and trackers. In accordance with CNIL guidelines, we obtain your prior consent before placing any non-essential cookies (analytics, advertising, social media sharing cookies).

You may manage your cookie preferences at any time via the cookie management banner on the Platform. Refusing non-essential cookies does not affect access to the Platform's main features. For more information, please consult our Privacy Policy.

15.3. Confidential Information

The Agreement and all information exchanged between the Parties are considered confidential. Each Party undertakes to protect the other Party's Confidential Information and not to disclose it without prior written authorization. These obligations apply throughout the term of the Agreement and for three (3) years following its termination.

16. INTELLECTUAL PROPERTY

The Platform and its original content (excluding Content provided by Users) are and will remain the exclusive property of TURBO STUDIO and its licensors. The Platform is protected by copyright, trademark, and other applicable laws.

Any use exceeding that defined in the accepted order may expose the Customer to infringement claims.

Under the license granted, the Customer agrees not to: (i) adapt, compile, decompile, disassemble, or reverse engineer the Platform, (ii) extract or reuse a substantial portion of the Platform's databases, (iii) infringe the Company's intellectual property rights.

The Company may use the Customer's name as a business reference, unless the Customer requests otherwise in writing.

17. WARRANTY AND LIABILITY

The Company does not guarantee the continuity and quality of communication links. Communications may be interrupted without notice for maintenance reasons or for any reason not attributable to the Company.

The Company shall not be held liable for any improper use of the Platform by the Customer or Users.

THE COMPANY DOES NOT GUARANTEE THE PERFORMANCE OR RESULTS OBTAINED THROUGH THE USE OF THE PLATFORM.

Under no circumstances shall the Company be liable for indirect losses, including loss of profit, loss of customers, loss of data, or any consequential damages.

IN ANY EVENT, AND EXCEPT IN CASES OF GROSS NEGLIGENCE, THE COMPANY'S LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY THE CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Any claim must be submitted by registered letter with acknowledgment of receipt within a maximum of one (1) year from the date of discovery of the relevant facts.

18. CONSUMER MEDIATION

In accordance with applicable French consumer law (Articles L. 611-1 et seq. of the French Consumer Code), consumer customers (individuals not acting in the course of their professional activity) have the right to refer their dispute to a consumer mediator free of charge for amicable resolution.

In the event of an unresolved dispute with our customer service (support@submagic.co), the consumer may contact the following mediator:

• Mediator: MEDICYS — Centre de médiation et règlement amiable des huissiers de justice
• Address: 73 boulevard de Clichy, 75009 Paris, France
• Website: www.medicys.fr
• Email: contact@medicys.fr

The referral to the mediator must be made within one year of the written complaint sent to TURBO STUDIO, and only after a prior attempt to resolve the dispute directly with the Company.

For cross-border disputes within the European Union, the consumer may also use the European Commission's Online Dispute Resolution platform: https://ec.europa.eu/consumers/odr.

19. TERMINATION AND FORCE MAJEURE

19.1. Termination

In the event of a serious breach by the Customer of any of its contractual obligations that has not been remedied within 30 days of the Company sending a registered letter with acknowledgment of receipt notifying the breach, the Company may automatically terminate all or part of the Agreements entered into with the Customer.

Serious breaches include: failure to comply with obligations defined in Article 9, failure to pay, failure to comply with Articles 13 and 14, any infringement of the Company's intellectual property rights, and any disloyal conduct detrimental to the Company.

19.2. Force Majeure

In the event of force majeure, performance of the Agreement will be immediately suspended. If the force majeure event continues for more than 90 days, the Agreement may be terminated at the initiative of either Party, without entitlement to compensation on either side.

Force majeure events include: natural disasters, strikes, riots, wars, epidemics, floods, fires, earthquakes, and communication failures.

20. DATA PORTABILITY AND RETURN

Upon expiry or termination of the Agreement, the Customer will no longer have access to the Services and the Platform. The Customer must therefore retrieve and save all of their Content prior to such expiry or termination date.

The Customer may request, by registered letter with acknowledgment of receipt and with 30 days' notice, that the Company return their Content in a standard format.

Failing such a request within 60 days following expiry or termination of the Agreement, the Company will proceed to destroy the Customer's data across all environments and servers.

21. ASSIGNMENT

The Agreement may not under any circumstances be transferred in whole or in part, whether for consideration or free of charge, by the Customer without the Company's express prior written consent.

The Company reserves the right to use subcontractors of its choice and to assign this Agreement without formalities, subject to informing the Customer in advance.

22. GOVERNING LAW AND JURISDICTION

THESE GENERAL TERMS OF SERVICE AND THE TRANSACTIONS REFERRED TO HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF FRANCE.

THE COMMERCIAL COURT (TRIBUNAL DES ACTIVITÉS ÉCONOMIQUES) OF LYON SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR ANY DISPUTES ARISING FROM THESE GENERAL TERMS OF SERVICE AND THE AGREEMENTS TO WHICH THEY APPLY, EXCEPT FOR CONSUMER CUSTOMERS WHO RETAIN THE RIGHT TO BRING PROCEEDINGS BEFORE THE COURT OF THEIR PLACE OF DOMICILE IN ACCORDANCE WITH APPLICABLE CONSUMER PROTECTION LAW.

23. GENERAL PROVISIONS

The invalidity of any clause of these GTS, in particular by court decision, shall not affect the other provisions, which shall continue to have full effect.

The fact that one of the Parties does not avail itself of a breach by the other Party of any of its obligations shall not be construed as a waiver of such obligation for the future.

In the event of a dispute, the Parties agree to treat email exchanges and exchanges via the Platform as original written documents constituting valid proof.

APPENDIX 1 — HOSTING AND MAINTENANCE

1. Hosting

The Platform is accessible to Customers and Users at all times, 24 hours a day, including Sundays and public holidays. In the event of total unavailability, the Company undertakes to restore access to the service.

The Company cannot be held responsible for Internet network malfunctions that make it impossible to connect to the Platform, nor for outages related to the artificial intelligence technology used to operate the Platform.

2. Support and Maintenance

The Company performs support and maintenance operations to ensure continuity and quality of service. Support and maintenance teams are available Monday to Friday from 9:00 AM to 6:00 PM (CET).

The Company will inform the Customer in advance of any maintenance operation with 5 business days' notice. Scheduled maintenance may not exceed 1 hour of interruption.

APPENDIX 2 — PERSONAL DATA (DATA PROCESSING)

As part of the provision of the Services, TURBO STUDIO may have access, as a data processor, to personal data within the meaning of the GDPR. TURBO STUDIO undertakes to process such data solely for the purpose of performing the Services, for the duration stipulated in the Agreement.

TURBO STUDIO undertakes to: (i) process personal data only on the Customer's instructions, (ii) not process data for purposes other than the performance of the Services, (iii) implement appropriate technical and organizational measures to ensure data security, (iv) notify the Customer of any data breach as soon as possible.

TURBO STUDIO informs and enters into a written agreement with each sub-processor, requiring compliance with GDPR standards. The Customer gives its general consent to the engagement of sub-processors for the processing of personal data. Upon termination of the Agreement, TURBO STUDIO undertakes to return the data to the Customer and destroy all files containing said data, except where required by law to retain it.

The Data Protection Officer (DPO) of TURBO STUDIO may be contacted at: tsifei@submagic.co.