Definitions

The following general terms and conditions of use (the “Terms”) constitute a legally binding agreement between VIDEXT TECHNOLOGIES, S.L. (“VIDEXT” or the “Company”) and the clients of its services (the “Services”). Access to the Services of VIDEXT requires the prior acceptance of the Terms, additionally to any other agreement that VIDEXT considers. By accessing the Services of VIDEXT or registering in them, the Client confirms their consent and their knowledge of these Terms and their full and entire acceptance. If you do not read the Terms or if you do not understand them completely or do not accept them, you must immediately leave the Website of VIDEXT and avoid or suspend the use of all Services of VIDEXT. By using our Services, you also declare that you have read our Privacy Policy, available here, which you accept through the acceptance of these Terms.

“VIDEXT”: VIDEXT TECHNOLOGIES, S.L. is a Spanish commercial limited liability company, with registered office at Calle Martin el Humano nº 1, Valencia 46008, Spain, and registered in the Mercantile Registry of Valencia, volume: 11547, book: 8825, folio: 69, section: 8, sheet: V217513 with tax identification number B-06881825.

“VIDEXT Associates”: Means any associate, distributor, retailer or any third party authorized by VIDEXT to distribute or sell Licenses.

“User”: Employee or natural person authorized by the Client to access and benefit from the Services.

“Contract”: Means the present Terms and the particular conditions agreed in the order or the particular conditions agreed between the parties, jointly.

“User Content” or “Client Content”: Means all types of visual and auditory content, including, without limitation, photography, photos, images, templates, paintings, designs, the film or the video, the audio elements, as well as any other materials and/or literary and artistic works, whether generated optically, electronically, digitally or by any other means, that are used or uploaded by the Client and/or the User for any purpose, including but not limited to, the creation of the video through the Platform, including the final video.

“Data protection legislation”: Regulation (EU) 2016/679 of the European Parliament and of the Council, of 27 April 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data; by which Directive 95/46/ EC is repealed; Law 3/2018, of 5 December, on the Protection of Personal Data and guarantee of digital rights (hereinafter, GDPR); Law 3/2018, of 5 December, on the Protection of Personal Data and guarantee of digital rights (hereinafter, LOPDGDD); and any other provisions in force in the matter of data protection.

“License”: Means the License granted by VIDEXT to the Client in the terms described in section 2 of the present Terms.

“Model”: Means the model of audiovisual recording sessions (natural person) who has assigned their image rights to VIDEXT for the purposes of VIDEXT providing the Services.

“Platform”: Means the VIDEXT Platform, that is, a generator of audiovisual presentations of artificial intelligence where data from the consumers of those presentations is collected either in a direct way, recording and extraction of the necessary data or included by the client including all graphics, user interfaces, scripts and related services that VIDEXT may provide for the use of the Platform and any update, enhancement, modification, revision to the same or addition that VIDEXT performs; through the Platform the Client and the User can create presentations, tutorials, explanatory, marketing, promotional videos and similar for internal or professional use, from the use of images and voice available and according to the texts themselves created by the Client and/or the User. Without prejudice to the foregoing, the functionalities or Services of the Platform may be updated by the Company at its entire and free discretion.

“Term”: Shall mean the period of time stipulated during which the License will be in force.

“Fees” or “Consideration”: means the consideration that the Client must pay to VIDEXT or to the respective Associates of VIDEXT for the use of the Platform, all of it in accordance with the agreement reached between the parties.

“Services”: Means the services of audiovisual presentations of artificial intelligence where data from the consumers of those presentations is collected either in a direct way, recording and extraction of the necessary data or included by the client generation of video by means of artificial intelligence, including all graphics, user interfaces, scripts and related services that VIDEXT puts at the disposal of the Client through the Platform.

“Website”: Means the website 'https://www.vidext.io/'

“Terms”: Means the present general Terms and conditions of use.

“Client”: Means the client or licensee who has formalized a License agreement with VIDEXT as stipulated in the present Terms and the corresponding particular conditions.

“Confidential Information”: Means the Contract, including its content, as well as all information, whatever its nature may be, susceptible to being provided by the Disclosing Party to the Receiving Party by word, in writing or by any other means or support, tangible or intangible, relative to the activities and operations commercial, financial or of another nature of the Disclosing Party, of its partners, or of its clients and/or suppliers, workers, as well as that relative to its Intellectual Property Rights.

1. Access to the Platform - Client Account

1.1 The access to the Platform requires the activation of a user account and a password that will be provided to them on the Platform after the signing by the Client of the corresponding Contract (the “User Account” or the “Client Account”). The Client has the obligation to maintain in secret all the usernames and passwords and to not disclose nor share any part of the same with third parties.

1.2 VIDEXT will consider that the owner of the User Account is the person or the entity whose email address figures in the records of VIDEXT as owner of the User Account. In case of conflict over the ownership of a User Account, VIDEXT reserves the right to determine the ownership of the same at its own criteria. In case that it is not possible to reach said determination (as evaluated at the criteria of VIDEXT), VIDEXT reserves the right to suspend a User Account until the parties in the conflict reach an agreement, without VIDEXT having any responsibility whatsoever regarding the parties in conflict.

1.3 Notwithstanding any provision to the contrary in the present document, the Client acknowledges and accepts that they have no ownership nor any other interest of property in their User Account, and furthermore acknowledges and accepts that all the rights over their User Account are and will be always property of VIDEXT and will redound in its benefit. Furthermore, the Client is responsible for all the activities that occur in their User Account having to supervise their User Account to restrict the use by minors or non-authorized persons, and will accept all the responsibility for any non-authorized use of the Service by minors or any third party. You will not be able to share your Account nor your password with anyone, and you commit to notify immediately to VIDEXT any non-authorized use of your password or any other violation of security. If you provide false, inaccurate, incomplete or not updated information, or VIDEXT has reasonable grounds to suspect that the information that you provide is false, inaccurate, incomplete or not updated, VIDEXT reserves the right to suspend or cancel your Account and to refuse any current or future use of the Service (or of any part of the same). The Client commits to not create an Account using a false identity or information, or in the name of someone who is not the Client or the authorized Users. You will not be able to have more than one Client Account at the same time. VIDEXT reserves the right to eliminate or reclaim any username at any time and for any reason, included, among others, the claims by a third party that a username violates the rights of said third party. The Client commits to not create an Account nor use the Service if they have been eliminated previously by VIDEXT, or if they have been expelled previously from any of the Services.

1.4 If any of the Services was acquired through a User Account, VIDEXT will be able to consider that the holder of said User Account or the User Content created with the same is the natural person or the legal entity whose billing information was used for the purchase of said Services (“Billing Information”) or their workers or persons who access the User Account or use the Services by virtue of the agreement reached between the Client and the Company.

2. Representations and warranties of the Client

2.1 By registering and creating the Client Account, the Client declares and warrants that on the date of the registration they have legal capacity to bind themselves with VIDEXT and adopt a binding agreement in accordance with the Contract.

2.2 Regarding their User Content, the Client confirms that:

2.2.1 is holder of all the rights over the contents uploaded, developed or provided by the Client and/or the Users, or imported, connected, copied or uploaded by the Services of VIDEXT on the Platform, included all design, image, animation, video, audio file, font, logo, code, algorithm, SPI, API, database, illustration, composition, work of art, interface, username, information that they provide for the creation of a name of subdominio, text, literary work and any other material (“Content”), or that they have in another way (and will continue having) full power, title, license, consent and authority, in relation with the Content of the Client, that is necessary to access, import, copy, use, connect, develop, publish, transfer or license said Content of the Client, whether by the Client, Users by us or any of our affiliates;

2.2.2 holds (and will conserve) the full power, ownership, licenses, consents and authority to allow the Services of VIDEXT the access to any website, web pages and other online services, with the purpose of importing, copying, exhibiting, uploading, transmitting or of any other way using their user content;

2.2.3 the Content of Client is (and will continue being) true, current, precise, does not infringe the rights of third parties and in no way is illegal for the Client and, consequently, the Client has total freedom of uploading it, importing it, copying it, possessing it, publishing it, transmitting it, exhibiting it or of any other way using it and facilitating it to VIDEXT;

2.2.4 has obtained all the consents and permissions necessary according to all the applicable laws, in relation with the registration, transmission and publication of any personal information and/or the image or likeness of any person, entity or property that is part of the Content of the Client, and that the Client adheres to all the corresponding applicable laws.

3. License

3.1 'Granting of the License': Subject to the full compliance by the Client and the Users of the Contract, the rest of agreements entered into with the Company and to the punctual payment of the Fees, VIDEXT grants to the Client, by virtue of the present document and during the validity of the Term, a License non-exclusive, non-transferable, non-sublicensable, limited and totally revocable to use the Platform and additional Services that VIDEXT puts at their disposal through the Platform and in accordance with the functionalities contracted by the Client.

3.2 'Restrictions': As a condition to the granting of the License, the Client binds themselves to (i) use the Platform or any part in express compliance with the Contract, both in their name and in the name of the Users; (ii) use the Platform or any part of the same on equipment, products, systems, hardware, servers and/or other locations that are not expressly excluded by the Contract; (iii) not alter or modify the Platform or any part of the same, create derivative works based on the Platform or on any part of the same, or adapt, translate, alter or embed in any other service or product with or in the Platform that is not expressly permitted in the Contract; (iv) not perform reverse engineering or decompile, decipher, disassemble or reduce of another way the Platform or any part of the same to a format readable by the human being or attempt to obtain the source code of the Platform; (v) not use the Platform in infringement of any legislation applicable to the Contract; (vi) not distribute, sell, grant licenses, share or provide access of another way to the Platform or to any part of the same to third parties or in benefit of third parties, including, without limitation and only for informative purposes, to affiliates, subsidiaries, subdivisions, partners, companies of the group, etc; (vii) not use the Platform with purposes different to those described in the section 2.1 previous; (viii) not use the Platform or any part of the same to provide services to third parties, unless it is expressly provided of another way in the Contract; (ix) not disclose, publish and/ or put at the disposal of third parties the results of any evaluation of performance, functional or of security of the Platform or of any part of the same without the previous approval by writing of VIDEXT; (x) not alter or eliminate any notice of property or legends contained in the Platform or in any part of the same, and to (xi) not participate in any activity that interrupts or interferes of another way with the correct functioning of the Platform, as well as of any server, technology, equipment and/or network infrastructure that is provided and/or is accessible in relation with the same. Any attempt to carry out any of the previous actions will be considered a breach of the Contract.

4. Intellectual property rights

4.1 'Intellectual Property Rights of the Client': The Client will be the holder of all the intellectual property related with the Content of the Client and any other material created, developed by the Client or the User through the Platform, included, without limiting character, all design, image, animation, video, audio file, composition, work of art. Of that way, VIDEXT does not hold intellectual property rights over the Content of the Client, except what is expressly authorized by virtue of the Contract.

4.2 Notwithstanding the ownership of the intellectual property of the Content of the Client described in the previous section, the Client accepts and acknowledges that to provide the Services and maintain and improve such Services, VIDEXT must access, upload or copy the Content of the Client to the Platform (included services in the cloud and the networks of delivery of content -CDN-) that allow it to make adjustments of visualization, improve the tools of software (e.g., the artificial intelligence or the models of machine learning), perform duplicates of backup and/or to make any other technical action or necessary use for the provision of the Services at the criteria of VIDEXT (in particular each one of said actions, or the set of the same, will be named “Restricted Access Actions”). Of that way, with the acceptance of the Contract, the Client grants to VIDEXT a license free, non-revocable, non- exclusive, for the maximum time permitted by the law, transferable, sublicensable, free of royalties and worldwide to access and make use of its Content of the Client, as well as of any other material created and/or developed by the Client or the User through the Platform for the exclusive purposes of completing Restricted Access Actions.

4.3 'Comments': The Client accepts that the sending of any idea, suggestion, document and/or proposal to VIDEXT through its pages of suggestions, comments, forums or similar ('Comments') runs by their account and risk and that VIDEXT does not have any obligation (included, among others, the obligations of confidentiality) with respect to said Comments. The Client declares and warrants that they dispose of all the rights necessary to send the Comments and by the present, grants to VIDEXT a right and a license totally liquidated, free of royalties, perpetual, irrevocable, worldwide, non-exclusive and totally sublicensable to use, reproduce, perform, show, distribute, adapt, modify, reformat, create derivative works and exploit of any other way, commercial or non-commercially, all and each one of the Comments, as well as to sublicense the previous rights, in relation with the functioning and maintenance of the Service and/or the business of VIDEXT.

4.4 'Intellectual Property of Vidext': All the rights, titles and interests relative to the Platform, including any and all the materials susceptible of having rights of author or any other content of the same that is or can be subject to rights of intellectual property by virtue of any applicable law (including arts, graphics, images, templates and widgets of website, literary works, source and object code, code of computer (including html), applications, audio, music, video and other media, designs, animations, interfaces, the aspect and style of the Services, methods, products, algorithms, data, functions and interactive objects of VIDEXT, tools and methods of advertising and acquisition, inventions, trade secrets, logos, domains, personalized URLs, registered brands, brands of service, commercial names and other own identifiers, whether or not registered or susceptible of being registered (collectively, “Intellectual Property”), and any derivations of the same, are property of VIDEXT or have been licensed to VIDEXT and, consequently, the Client does not hold any right over all that except the license expressly granted by virtue of the Contract.

4.5 The Contract does not transmit nor grant any right or interest in favor of the Client regarding the Intellectual Property of VIDEXT (or any part of the same). Nothing in this Contract constitutes a cession or waiver of the rights of Intellectual Property of VIDEXT by virtue of any law.

5. The VIDEXT Platform and elements of third parties

5.1 The Platform, its characteristics and functionalities, are property of VIDEXT and are protected by the applicable laws of rights of author and of intellectual and/or industrial property, patents, commercial brands, technical knowledge and trade secrets. With the formalization of the License, the Client acknowledges and accepts that VIDEXT is owner and will continue being owner of all the rights, titles and interests of the Platform, included any right of intellectual property associated over the Platform by virtue of the applicable laws. The Client acknowledges and accepts that any opinion, suggestion, comment, improvement, modification and any other information that they can provide to VIDEXT in relation with the Platform or its functioning can be used, revealed, disseminated and/or protected under rights of intellectual property and/or published by VIDEXT for any purpose, including the incorporation of said information in the improvements of the Platform, without obligation of any type for the Client, and that they waive any right over said information.

5.2 Open source software and other products of software of third parties: The Platform can contain or can be provided with libraries of open source, components, utilities and other software of open source (collectively, 'Open Source'), as well as other software or developments of third parties ('Software of third parties') that can have applicable terms of license. Without prejudice to what is indicated in the Contract, the use of the software of open source and of third parties will be subject to the terms and conditions of license applicable in the measure in which it is required by the corresponding licensor (whose terms can contain rights and/or additional obligations) and the Client accepts to comply with their terms and conditions of additional license. VIDEXT will not be considered responsible for any infringement and/or breach by their part in this sense.

5.3. Additionally to the previous, the Client leaves express and manifest record of accepting that, for some of the functionalities of the Platform, VIDEXT uses and has integrated services and platforms and components of other third parties, including elements or technologies based on Artificial Intelligence (the “Third Party Platforms”). To such effect, the Client acknowledges and accepts that the Company does not grant any warranty, express nor implicit, regarding the Third Party Platforms. In this sense, by means of the signature of the present Contract, the Client authorizes VIDEXT so that, both the Company and any third party with whom the Company contracts for this purpose, can access to the Platform and the Content of the Client, for the purposes of providing the Service. Likewise, in determined cases, to be able to access and use said Third Party Platforms, it will be able to be necessary that the Client accepts the terms and conditions, policies of privacy or other contractual documents of said third parties. The lack of acceptance of such terms and conditions will be able to limit or prevent the access to determined functionalities or services of the Platform, situation that will not generar any responsibility whatsoever for the Company. The Company will not be responsible for the use, impossibility of use, failures, errors, interruptions, legality or any other fact derived from the interaction with Third Party Platforms, nor for the negative of the Client to accept their conditions.

6. Reference and responsibility of the actions of the User

6.1 The Client accepts that VIDEXT identifies them as user of the Platform and uses their name and logo in the sales presentations and in the website of VIDEXT, in the marketing materials and in the press releases, all of it destined to the eventual promotion of a case of success in conjunction. To such effect, by means of the formalization of the Contract the Client grants to a license of use limited, non-exclusive, intransferable, non-sublicensable in favor of VIDEXT and any third party that is necessary to comply with the provisions in the present Contract, for the purposes of using the Intellectual Property Rights of the Client and of the Users (manifested that they have capacity for it), including but not limiting to it, the commercial brand of the Client so that VIDEXT can use the same in the framework of the present Contract and can provide the Services and, in particular, with the objective of being able to include the brand in the Platform solely for the purposes of giving compliance to the present Contract, without any limitation.

6.2. The Client will be responsible for promoting the appropriate use of the Platform and the Services of VIDEXT by part of the Users in accordance with the present Contract (including in what respects to the typology and number of Users who will be able to benefit from the Services in accordance with the Contract), and of any damage or breach of the obligations derived from the corresponding contract or terms and conditions that the Users accept, additionally and in a joint and several way to the responsibility that the Users themselves could have. In line with the above, express record is left that it is essential that the Users accept, before using the Platform and bene;iting from the Services, the corresponding terms of use. In this sense, if a User does not accept the said terms or breaches them at any time, the User will not be able to access or their access to the Platform will be suspended and they will not be able to bene;it from the Services, without VIDEXT having any responsibility for it.

7. Prohibited uses

7.1 The Client undertakes to not make improper use of the Platform, the content of VIDEXT or the Content of the Client. Improper use constitutes any access, use or interference with the Platform, content of VIDEXT or the content of the Client or of any third party that is contrary to the Contract, any other individual agreement executed between the Client and VIDEXT and any applicable laws and/or regulations.

7.2 In particular, the Client will not use the Platform, Content of VIDEXT, any content of a third party or the Services:

7.2.1 In any way that violates any applicable national or international law or regulation or the present Contract.

7.2.2 In any way that infringes the rights of others (including intellectual property —and, without limitation, the rights of author— publicity, personality or other rights), or in any way that is illegal, obscene, defamatory, abusive, pornographic, offensive, immoral, insulting, threatening, fraudulent, racially or ethnically offensive, intimidating, discriminatory, harassing, humiliating for others (publicly or of another way), slandering, hostile, violent, harmful or of another way objectionable, in relation with any person or entity and, in particular, with respect to the Models.

7.2.3 In any way that contains any information or content (i) that discriminates against others for reasons of race, religion, sex, sexual orientation, age, disability, ancestry or national origin; (ii) that is illegal, including, without limitation, the disclosure of privileged information under the law of securities or commercial secrets of another party; (iii) that they do not have the right to put at disposal by virtue of any law or under contractual or fiduciary relationships; or that they know that it is not correct and current.

7.2.4 To transmit or procure the sending of any political content.

7.2.5 To perform any action that can damage the reputation of VIDEXT or its employees or collaborators.

7.2.6 To impersonate or attempt to impersonate VIDEXT, VIDEXT Models or any other person or entity.

7.2.7 To transmit or procure the sending of any advertising or promotional material, including any “junk mail”, “chain letter”, “spam” or any other similar solicitation.

7.2.8 To represent the Model in any content (i) in a way that a person could reasonably consider offensive, including, but without being limited to it, representing the Model as suffering from or being medicated for any medical condition, including the addiction; (ii) together with or in connection with regulated goods or services or not appropriate for the age, including, but without being limited to it, alcohol, tobacco, nicotine (including products for vaping), psychoactive substances, firearms, gambling, preservatives, sex toys, services of escort, services of dating, places of adult entertainment and similar; (iii) in which the Model performs any type of statement of opinion, including expressing any personal preference or experience as if they were own preferences or experiences of the Model; (iv) in which the Model performs any type of statement of fact regarding religion, politics, race, gender, sexuality or other similar topics known as sensitive for determined demographics.

7.2.9 To create commercial brands, design brands, service brands or other similar rights protected or registrable or to make any use of the image or voice of the Models different to the one permitted in the Contract and for any purpose different to those established in the present.

7.3 If any of your Client Content is considered by VIDEXT to infringe the Contract after its creation, you shall immediately delete, stop distributing and withdraw the infringing Client Content both online and offline upon receipt of the corresponding written notice from VIDEXT to the address you used to register on the Platform and, within the following three (3) calendar days, immediately cease the use, in any way or form, of the images, voices or related data of the Model and prevent access to such content. In this context, VIDEXT or VIDEXT Associates may, at their sole discretion, immediately interrupt your access to the Platform in the event of a flagrant or repeated breach of the Contract and collect all funds owed and payable in favor of VIDEXT and/ or VIDEXT Associates, which shall be immediately due in a single payment.

7.4 The Client acknowledges and accepts that VIDEXT does not filter or moderate the content that the Client or the User uploads, publishes, shares or provides through the Platform and/or the Client Content. However, VIDEXT reserves the right to remove, delete, block or rectify such content at its own discretion and to, without prior notice, deny your access to the Platform: • If any complaint is received based on such content; • If a notice of infringement of intellectual property rights or the present Contract is received; • By order of a public authority; or • When VIDEXT becomes aware that the content may breach the terms of the contract with the Models or represent a risk for third parties and/or the availability of the Platform.

8. Support and maintenance services

8.1 VIDEXT and/or VIDEXT Associates shall be the only ones capable of providing support services to the Client and will make their best efforts to provide support in case of incidents regarding the availability, operation, performance and/or use of the Platform.

8.2 VIDEXT and/or VIDEXT Associates will make their best efforts to respond to any support request as soon as reasonably possible and will provide assistance and advice on the use and operation of the Platform in a reasonable manner during business days, understanding as such any day on which normal commercial operations are carried out in the city of Madrid (Spain), from Monday to Friday, from 9:00 to 17:00 local time, excluding weekends, holidays according to the labor calendar of Madrid and the first three weeks of August of each year ('Business Days').

8.3 In the event of an error (that is, any defect that materially affects the availability, operation and/or performance of the Platform), VIDEXT and/or VIDEXT Associates will make commercially reasonable efforts to fix the error as soon as possible. While the error is being resolved, VIDEXT and/or VIDEXT Associates, at their sole discretion, may implement temporary solutions to avoid the error for the time being.

8.4 When access to your systems is required for the performance of maintenance services, the Client shall ensure that such access is granted to VIDEXT and/or VIDEXT Associates. The Client acknowledges that the lack of access to their systems for the provision of support and maintenance services could imply the impossibility of providing access to the Platform. In such cases, VIDEXT shall not be held responsible to the Client for not providing access to the Platform.

8.5 VIDEXT and/or VIDEXT Associates may implement any update in the Platform that, at their sole discretion, is necessary or appropriate to allow the correct operation of the Platform or to avoid any risk of infringing the rights of third parties, including intellectual property rights. For the avoidance of doubt, VIDEXT and/or VIDEXT Associates shall have no obligation to provide you with updates.

9. Privacy

9.1 Treatment of data and Agreement of order of treatment: VIDEXT is committed with the compliance of the current legislation in matter of data protection.

a) Data of the Client (Representative): the data of contact and billing will be treated according to the Policy of Privacy of VIDEXT to manage the contractual relationship.

b) Agreement of Order of Treatment (Data of Content): in the measure in which the Services involve the treatment of personal data of which the Client is responsible (e.g. images or audio in the Content of the Client), the parties agree to be governed by the attached Annex of Order of Treatment, which complies with the article 28 of the GDPR. The acceptance of these Terms implies the acceptance of said Annex.

9.2 VIDEXT shall treat personal data based on its legitimate interest and with the sole purpose of contacting the Client and its workers for the maintenance, promotion, execution and control of the contractual relationship and the provision of the Services. VIDEXT shall treat personal data for the duration of the contractual relationship, without prejudice to being able to conserve them, duly blocked, once the contractual relationship has ended.

9.3 For the appropriate purposes, we inform you that your data will not be assigned to any third party. The service providers of VIDEXT and/or of VIDEXT Associates relative to the sectors of systems, technology and administrative management shall have access to your data or to the data relative to your representatives, within the framework of the provision of services that said service providers perform for it. For the appropriate purposes, we inform you that VIDEXT shall not perform international transfers of personal data except those necessary for the provision of the service, as provided in the Annex of Order of Treatment and always under appropriate guarantees of (Data Privacy Framework or SCC).

9.4 The Client may exercise at any time their rights of access, rectification, deletion, limitation, portability and opposition to the treatment by addressing VIDEXT at the address indicated in these Terms. Furthermore, the Client may also file a complaint before the competent authority in relation to the exercise of those rights (in this case, before the Spanish Agency for Data Protection - AEPD).

9.5 The parties undertake to provide the information contained in the previous section to all employees or contact persons of their company whose personal data will be provided to the other party within the framework of the present Contract.

9.6 The Client accepts that the following information will be provided to VIDEXT by the Client with the sole purpose of validating and activating the Platform, improving the Platform or for statistical or demographic analysis: Full name, address, state, postal code, telephone number, VAT number (if applicable) and valid information regarding the payment method, including the credit card and related data (for example: expiration date and CVV code).

9.7 Unless otherwise indicated in the Contract, the aforementioned information shall be collected, processed and used in accordance with the Privacy Policy of VIDEXT at VIDEXT - AI Video Generation which is incorporated into the present document by this reference. The Privacy Policy governs the manner in which VIDEXT collects, processes, stores and uses the information provided by the Client or related to their use of the Platform. VIDEXT may update the Privacy Policy from time to time, so please review the Privacy Policy periodically.

10. Fees or Consideration

10.1 Consideration: In exchange for the License on the Platform granted by VIDEXT, the Client undertakes to pay the subscription plan that they expressly select when accessing the Platform or that has been indicated in the particular conditions. A valid payment method is required to process the payment of your subscription. The Client shall provide VIDEXT with accurate and complete billing information, including full name, address, state, postal code, telephone number, VAT number (if applicable) and valid information regarding the payment method. By submitting such payment information, the Client automatically authorizes VIDEXT to charge all subscription fees incurred through their Client Account to any of such payment instruments, in the event that it were technically possible for VIDEXT.

10.2 The Client shall pay all Fees by means of bank transfer, payment by valid credit or debit card or SEPA debit in accordance with the fees, expenses and billing conditions provided in the purchase order and in force at the time a Fee is due and payable. By providing VIDEXT with their payment information, the Client accepts that VIDEXT is authorized to immediately invoice their Client Account all fees due and payable to VIDEXT under the Contract and that no additional notice or consent is required. The Client shall immediately notify VIDEXT of any change in their payment information to maintain its integrity and accuracy.

10.3 VIDEXT reserves the right to modify at any time its prices and billing methods at its sole discretion. The Client undertakes to have sufficient funds or credit at the time of placing any order to guarantee that the purchase price can be collected by us, as well as to perform the payment of the invoices issued by VIDEXT under the Contract when the chosen payment method does not allow VIDEXT to carry out the collection directly.

10.4 The fact that the Client does not provide accurate payment information to VIDEXT constitutes a material breach of this Contract on their part. Except as provided in the Contract, the Service Fees are non-refundable.

10.5 In the event that the Client does not pay the consideration or Fees that correspond in accordance with the Contract, VIDEXT shall have the right to restrict and not allow the use and access to the Platform by the Client and the Users, without VIDEXT having any responsibility for it and may claim from the Client the damages and losses caused by said breach, additionally to any other responsibility or action provided for in the present Contract.

11. Term: Termination

11.1 Duration: The License granted under the Contract with respect to the Platform and the possibility of benefiting from the Services shall commence on the date on which the Contract is formalized or accepted or you otherwise use and/or access the Platform, and shall remain in force until the end of the purchased subscription plan, unless it is otherwise terminated in accordance with the Contract.

11.2 Renewals: Unless otherwise stipulated in the Contract, the License shall be automatically renewed for the same period of time as that initially established in the Particular Conditions, unless one of the parties notifies the other in writing, with at least two (2) months of notice prior to the end of the initial license term or any of its extensions, of its intention to terminate the Contract. Likewise, unless expressly agreed otherwise, the renewals of the Contract shall be carried out under the same technical and economic conditions established in the previous duration period. Any modification in said conditions must be agreed by both parties in writing with a minimum notice of two (2) months before the end of the initial period or any of its extensions.

11.3 Early Termination: If the Client or any User does not comply with any of the provisions of the Contract or any other applicable agreement, VIDEXT may immediately interrupt their access to the Platform and/or terminate the Contract. Upon the termination or finalization of the Contract, the Client shall cease using the Platform and return, uninstall and/or destroy all copies of the Platform and all parts of the same, including the associated storage media, and erase all copies of the Platform in both temporary and permanent system storage.

11.4 The sections related to the Client Content (in particular, the prohibited uses described in Section 7) and all responsibilities that accumulate before the termination or expiration shall survive any termination or expiration of the Contract, all this additionally to any other obligation or regulation that by its nature must survive the present Contract.

11.5 VIDEXT may interrupt the access of the Client and/or of the Users to the Platform immediately after notifying them in writing, if the Client or the Users breach the Contract or the applicable terms or if the Client is declared insolvent or if VIDEXT determines or has reasonable indications that they breach the Contract and without the Client putting remedy or remedying said breach or demonstrating their solvency within a term of 3 calendar days from the written notification by VIDEXT.

11.6 The Client may terminate this Contract, upon written notice, in case that VIDEXT ceases its business operations or is the object of an insolvency proceeding and this is not dismissed within a term of 45 days.

11.7 The Client may cancel their subscription to the Platform by deleting their account, whereby said cancellation does not exempt them from their obligation to pay the applicable subscription plan Fees. Unless the Client and VIDEXT mutually agree otherwise in a written instrument or as explicitly indicated in the present document, the effective date of said termination shall enter into effect at the end of the subscription term in force at that time and their obligation to pay the subscription plan Fees throughout said subscription term shall remain in full force and effect, and the Client shall not have the right to a refund of the prepaid subscription plan Fees nor may they cease to pay them, despite the Services not being provided.

11.8 Without prejudice to our aforementioned termination rights, we may decide to temporarily suspend the account (including any access to the same) and/or our Service, in the following cases: (i) we believe, at our sole discretion, that the Client, the Users or any third party, is using the Platform in a manner that may impose a security risk, may cause harm to us or to any third party, and/or may pose any responsibility for us or any third party; (ii) we believe, at our sole discretion, that the Client, the Users or any third party, is using the Platform in breach of the Contract, other applicable terms or the applicable law; or (iii) your payment obligations, according to the Contract, are or may become, overdue. The aforementioned suspension rights are in addition to the remedies that may be available to VIDEXT in accordance with the Contract and/or the applicable legislation.

12. Limitation of responsibility and warranties

12.1 In the event that the Platform does not materially conform to the expected specifications, your sole and exclusive remedy and the entire responsibility of VIDEXT, its workers and/or directors, and of VIDEXT Associates under this limited warranty shall be, at VIDEXT's option, the repair of the Platform through the provision of support services, without the Client being able to request from VIDEXT any amount or indemnification whatsoever.

12.2 With the exception of the warranties expressly established in this section, the Platform and the Services provided through the same are provided 'As is', 'with all its faults' and 'As available'; and without warranties of any kind. VIDEXT, its workers and/ or directors and VIDEXT Associates make no representations, warranties of any kind or nature, whether express or implied, with respect to the Platform and/or the Services, and specifically disclaim all such warranties, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose related to the Platform or the Services, its use or any inability to use it and non-infringement. Without limiting the foregoing disclaimer of responsibility, VIDEXT and its licensors do not represent, warrant or ensure that the Platform (i) will function in an uninterrupted, timely, secure or error-free manner, (ii) will be always available or free of all harmful components or errors or (iii) will be secure or immune (including the content delivered to the Client or the information that the Client provided) from unauthorized access or malicious attacks.

12.3 Additionally to the foregoing, express record is left and the Client accepts that VIDEXT solely provides its technology for the services of audiovisual presentations of artificial intelligence where data from the consumers of those presentations is collected either in a direct way, recording and extraction of the necessary data or included by the client. VIDEXT expressly manifests that it does not possess nor control the rights of reproduction, transformation, distribution and public communication of the image nor the privacy rights of the dubbed persons nor the rights over the audiovisual recording. Consequently, VIDEXT does not assume any responsibility for questions related to image rights, privacy rights or other rights that the resulting audiovisual content may generate. The Client shall be responsible for ensuring that they have the necessary rights and permissions to use said content, holding VIDEXT harmless against any claim, demand or damage derived from the use that the Client themselves or third parties external to VIDEXT make of the repeated audiovisual content, in accordance with the provisions of the Contract.

12.4. VIDEXT declares and warrants that the support and maintenance services shall be professional and shall be carried out in accordance with the standards and practices generally accepted in the industry for similar services. The total responsibility of VIDEXT and your sole and exclusive remedy for any breach of the foregoing warranty for the support and maintenance services shall be for VIDEXT to re-perform the non- conforming services, provided that VIDEXT has received a written notice of the non- conformity from the Client no later than fifteen (15) calendar days after the original delivery of the services by VIDEXT. The express warranties specified above do not apply if the Platform or any part of the same: (i) has been altered, except by VIDEXT; (ii) has not been used, installed, operated, repaired or maintained in accordance with the Contract; (iii) has been subjected to abnormal physical or electrical stress, misuse, negligence or accident; or (iv) is used on equipment, products or systems that do not meet the specifications identified by VIDEXT. Furthermore, the warranties established in the present document only apply when a warranty claim is notified to VIDEXT within the applicable warranty period specified in the present document and do not apply to any failure, defect or error caused by or attributable to software or hardware not supplied by VIDEXT.

12.4 VIDEXT has no obligation to provide updates, enhancements, modifications, revisions or additions to the Platform. VIDEXT reserves all rights that are not expressly authorized in the present document.

13. Limitation of Responsibility by VIDEXT

13.1 To the extent permitted by law, in no case shall VIDEXT, its workers and/or directors and/or VIDEXT Associates be liable to the Client for any direct, indirect, incidental, consequential, special, exemplary damage or for loss of profits, whether by contract or by tort (including negligence), even if VIDEXT has been advised of the possibility of such damages, their sole responsibility being that of remedying the Services in accordance with the provisions of the previous clause.

13.2 Without prejudice to the foregoing, in the event that the previous limitation of responsibility cannot be applied, in no case shall the aggregate responsibility of VIDEXT arising from or related to the Contract, including, without limitation, the use or the inability to use the Platform, the associated services or otherwise, exceed the Fees that the Client paid for the Platform during the 6 previous months. This limitation shall apply regardless of the theory of responsibility, whether breach of contract, negligence, infringement or any other theory, regardless of whether VIDEXT has been advised of the possibility of such damages.

13.3 This limitation and waiver also applies to any claim that the Client may file against any other party to the extent that VIDEXT must indemnify said party for said claim. Multiple claims shall not expand the limitations established in this section. The previous limitations, exclusions and waivers shall apply to the maximum extent permitted by the applicable legislation, as established in the previous section.

14. Client Responsibility and Indemnification

14.1 The Client is the sole responsible for any content that they upload, publish, share or provide through the Platform or within the framework of the Services, whether performed by the Client themselves or the Users, as well as for the distribution and/or communication to the public of the Client Content and the content of these communications. The removal, deletion, blocking or rectification by VIDEXT or by VIDEXT Associates of said content shall not grant the right to those who have provided said content or to those who are responsible for the same, to any claim for compensation, damages or refund.

14.2. The Client undertakes to exempt VIDEXT from any claim and/or damage suffered due to the content that the Client or any User uploads, provides or facilitates through the Platform or within the framework of the Services, as well as for the distribution and/or communication to the public of the Client Content, including, without limitation and only for informative purposes, any claim made by any third party.

14.3 In line with the above, the Client is the sole responsible and undertakes, as the case may be, to fully indemnify and to exempt from responsibility and maintain completely harmless VIDEXT, VIDEXT Associates; the Models; and their employees, agents, affiliates, partners, licensors, parent companies, subsidiaries and distributors from and against any damage, demand or claim, of any kind, including reasonable attorneys' fees, made by any third party and due to or arising from: • Your use and/or misuse of the Platform and the Services. • Any violation by you or by the Users of the Contract, in particular, the breach and/or the infringement of the provisions of section 5 relative to Prohibited Uses, as well as any falsehood or lack of veracity of the representations and warranties granted by virtue of the Contract. • Any information or content that the Client or a User uploads, sends, publishes, transmits, stores or puts at the disposal of the public through the Platform and for the distribution and/or communication to the public of the Client Content. • Any violation by your part of any right of third parties.

15. General conditions

15.1 Applicable law: Unless otherwise established, the Contract, including all revisions and modifications of the same, is governed and is interpreted in accordance with the common laws of Spain and the rules on conflict of laws shall not apply, expressly excluding the application of any other rule or legislation that could come to be applicable.

15.2 Jurisdiction: Unless otherwise established, the parties expressly waive any other jurisdiction that could legally correspond to them, and expressly submit the resolution of however many questions, discrepancies, litigations or claims are raised regarding the execution, interpretation or compliance of the Contract, including those relative to any extra-contractual obligations derived from or related to the same, to the jurisdiction of the courts and tribunals of the city of Valencia (Spain).

15.3 Independent contractors: The parties are independent contractors, and the Contract shall not establish any relationship of partnership, joint venture, employment, franchise or agency between the parties.

15.4 Equitable compensation: The parties are in agreement that a material breach of the Contract would cause irreparable harm to VIDEXT for which there can be no adequate remedy in law. Consequently, VIDEXT shall have the right to request from any court of competent jurisdiction an injunctive measure and a specific performance, without prejudice to the remedies available to it by law or in equity.

15.5 Entire agreement: The Contract constitutes the entire agreement between the parties with respect to the license of use of the Platform and the support and maintenance Services. The Contract replaces and annuls all previous communications, proposals, representations and agreements, both written and oral, related to the object of the Contract. The Contract prevails over any pre-printed, conflicting or additional term of any purchase order, ordering document, acknowledgment of receipt or confirmation or other document issued by the Client, even if accepted in writing by both parties.

15.6 Amendments and modifications: VIDEXT reserves the right, at its sole discretion, to amend, modify and otherwise change the terms of the Contract at any time. In the event that material changes occur in the Contract, VIDEXT will notify you by sending a notice by email, by postal mail or by means of a pop-up window on your computer screen, at its sole discretion, or by publishing a notice of said changes in a prominent place within the services that the Client accesses.

15.7 Confidentiality: The Client acknowledges a duty of secrecy and confidentiality in relation with any Confidential Information of VIDEXT. Specifically, the Client as the receiving party of the Confidential Information (the “Receiving Party”) binds itself to (i) not use, lend, give in concession, sell, lease, disclose nor allow that to happen, the Confidential Information; (ii) maintain the Confidential Information under strict secrecy and not disclose it to any unauthorized party or person; (iii) use and archive the Confidential Information with mechanisms of control and protection, at least as strict as those it has established for the use and archiving of its own Confidential Information; (iv) keep the strictest secrecy regarding the characteristics and peculiarities of the operation and business in everything relative to the Confidential Information; (v) not make use of said Confidential Information for its own benefit or that of a third party; (vi) use the Confidential Information exclusively for the development of its functions, rights and obligations provided in the present Contract; and (vii) inform VIDEXT in its condition as the party that discloses the Confidential Information (the “Disclosing Party”) in a rapid and effective manner, of any infringement or well-founded fear of infringement of the confidentiality obligations contained in the present clause. The aforementioned restrictions on disclosure and use shall not apply to that information received, or any part of the same, provided that the Receiving Party could reasonably verify and without any place for doubt that (i) the Confidential Information was already of public knowledge before its receipt; (ii) the Confidential Information has become public domain subsequent to its receipt, without the Receiving Party having been responsible for its disclosure; and/or (iii) the information must be disclosed by the Receiving Party by express mandate of law, order of the competent authority, decree, regulation or other legal norm, in which case the Receiving Party shall previously put it into the knowledge of the Disclosing Party. The present confidentiality obligation shall continue in full force and shall be binding for the parties beyond the term of validity of the present Contract, remaining in force indefinitely while the Confidential Information maintains its character of secret and confidential. Likewise, the Receiving Party undertakes to adopt the technical and organizational measures necessary to protect the Confidential Information against unauthorized access, loss, destruction or alteration, in accordance with the state of the art and with the generally accepted standards of information security.

15.8 Export: The Platform, including the technical data provided by VIDEXT under the present document, may be subject to the laws of control of export, re-export or import of the country of origin, destination or use, including the regulations of said laws. The Client shall comply fully with all international and national laws and regulations that apply to the Platform and to its use. Without limiting the generality of the foregoing, the Client expressly accepts that it will not export, and will cause the Users and its employees to commit to not do so, directly or indirectly, re-export, divert or transfer the Platform or any technical data of the same to any destination, company or person restricted or prohibited by the Spanish laws or regulations or by the laws or regulations of any other applicable jurisdiction.

15.9 Assignment: VIDEXT reserves the right, at its sole and absolute discretion, to transfer, assign, sublicense or pledge in any manner, any of its rights and obligations under the Contract to any third party, without your consent and without notifying you. The Client may not transfer, assign, delegate, sublicense nor pledge in any way any of its rights or obligations under the Contract. Any purported assignment, sale, transfer, delegation or other disposition by your part, except as permitted in the present document, shall be null and void.

15.10 Force majeure: VIDEXT shall not be considered to have breached the Contract to the extent that the compliance with its obligations or the attempts to remedy any breach are delayed or prevented by cause of force majeure, including any natural disaster, accident, disturbances, acts of government, acts of war or terrorism, shortage of materials or supplies, failures in transport or communications or in the providers of goods or services, or any other cause beyond the reasonable control of VIDEXT.

15.11 Severability: If any term or provision of the Contract is considered null or inapplicable by any judicial or administrative authority, said determination shall not affect the validity of the applicability of the remaining terms and provisions of the Contract. The remaining provisions of the Contract shall remain in force and shall be interpreted in accordance with their terms.

15.12 Headings: The headings contained in the Terms are only for purposes of reference and shall not affect the meaning or the interpretation of the Terms.

15.13 No waiver: The fact that VIDEXT does not enforce at any time any of the provisions of the Contract, or the fact that VIDEXT does not require at any time the compliance by part of the Client of any of the provisions of the Contract, shall not be interpreted in any way as a present or future waiver of said provisions, nor shall it affect in any way the right of VIDEXT to enforce said provision hereafter. The express waiver by VIDEXT of any provision, condition or requirement of the Contract shall not constitute a waiver of any future obligation to comply with said provision, condition or requirement.

15.14 Notification: Any notification required or permitted in accordance with the Contract must be made in writing. The notifications to VIDEXT shall be sent by personal delivery, by certified mail (with acknowledgment of receipt and postage paid) or by commercial courier (with acknowledgment of receipt) or by email with acknowledgment of receipt to: VIDEXT TECHNOLOGIES, S.L. To the attention of VIDEXT Physical address: Calle Martin el Humano nº 1, Valencia, Comunidad Valenciana, 46008, Spain. Email: [email protected] For contractual purposes, the Client accepts to receive communications from VIDEXT by electronic means. The notifications that are sent to you shall be made by means of personal delivery, email, certified or registered mail (with acknowledgment of receipt and postage paid) or express commercial courier (with written acknowledgment of receipt) to: the electronic address that you have provided to VIDEXT in relation with the licensing Platform or the billing. All notifications shall be considered delivered: • when they are delivered personally • 24 hours after the sending of the email, unless VIDEXT is notified that the email address is not valid • five (5) days after having been sent by certified or registered mail, or ten (10) days for international mail • one (1) day after the deposit with an express commercial courier that specifies delivery on the following day or two (2) days for international courier packages that specify delivery in 2 days. The Client or VIDEXT may change their address for the receipt of notifications by means of a written notification to the other party in accordance with this Section.

ANNEX I: AGREEMENT OF ORDER OF TREATMENT OF DATA (DPA)

1. OBJECT AND SCOPE OF APPLICATION This Annex regulates the treatment of personal data that VIDEXT (hereinafter, the "Processor") performs for the account and under the instructions of the CLIENT (hereinafter, the "Controller"), derived from the provision of the Services of the Platform of video generation.

2. OBLIGATIONS OF THE PROCESSOR (VIDEXT) VIDEXT and all its personnel undertake to: • 2.1. Documented Instructions: Treat the personal data only following the documented instructions of the Controller, inclusive with respect to the transfers of data to a third country, unless legal obligation to the contrary. • 2.2. Confidentiality and Secrecy: Guarantee that the persons authorized to treat personal data (employees, collaborators and directors) have committed themselves expressly to respect the confidentiality and the professional secret, obligation that will endure even after the finalization of the contract. • 2.3. Security Measures (Art. 32 GDPR): Taking into account the state of the technique, the costs of application and the nature, scope, context and purposes of the treatment, as well as risks of variable probability and gravity, VIDEXT will apply appropriate technical and organizational measures to guarantee an adequate level of security. These measures will include, as a minimum: o Mechanisms of encryption and/or pseudonymization when it results adequate. o Controls of access based on roles and limited to the strictly necessary personnel for the provision of the service. o Procedures that guarantee the integrity, availability and resilience of the systems that treat personal data. o Policies of backup and capacity of restoration of the data in case of incidents. o Logs and traceability of accesses and relevant activities of the system. o Evaluation, verification and review periodic of the effectiveness of the technical and organizational measures implanted. o Measures designed to prevent, detect and respond to security incidents, including procedures of breach management conforme to the GDPR. VIDEXT will be able to offer, at the request of the Controller and subject to the corresponding obligations of confidentiality, a more detailed specific agreement of cybersecurity about the applicable technical and organizational measures.

3. SUB-PROCESSORS OF THE TREATMENT (Technological Providers) • 3.1. General Authorization: The Controller grants to VIDEXT a prior general authorization to recur to other processors ("Sub-processors") necessary for the provision of the Service (infrastructure, storage, AI models). • 3.2. List of Sub-processors: At the date of signature of this contract, the approved Sub-processors are those detailed in the Appendix A of this Annex. • 3.3. Changes and Opposition: VIDEXT will inform the Controller of any planned change in the incorporation or substitution of other sub- processors, giving to the Controller the opportunity of objecting to said changes for justified reasons of data protection in a term of 15 days. • 3.4. Guarantees in Chain: VIDEXT will impose to the Sub-processors, by means of contract, the same obligations of data protection stipulated in this Annex.

4. NOTIFICATION OF SECURITY VIOLATIONS (DATA BREACHES) • 4.1. Notification: In case of occurring a violation of the security of the personal data (unauthorized access, loss, destruction or accidental or illegal alteration) that affects the Content of the Client, VIDEXT will notify to the Controller without undue delay after having record of the same. • 4.2. Content of the Notification: The notification will include, as a minimum: o The nature of the security violation. o The categories and the approximate number of data subjects affected. o The possible consequences of the violation. o The measures adopted or proposed to put remedy to the violation and mitigate its effects.

5. ASSISTANCE AND RIGHTS OF THE DATA SUBJECTS VIDEXT will assist the Controller, by means of appropriate technical and organizational measures and in the measure of the possible, so that this one can comply with its obligation of responding to the requests of exercise of rights of the data subjects (access, rectification, deletion, opposition, limitation and portability). Given that VIDEXT does not have direct relationship with the data subjects of the Client, any request received will be moved to the Client for its management.

6. COLLABORATION WITH THE SUPERVISORY AUTHORITY • 6.1. VIDEXT will put at disposal of the Controller all the information necessary to demonstrate the compliance of the obligations established in the present Annex. • 6.2. In case that the Spanish Agency for Data Protection (AEPD) or any other competent supervisory authority requires information or performs an inspection related with the data treatment object of this contract, VIDEXT will collaborate fully with the Controller and with said authority.

7. AUDITS AND INSPECTIONS The Controller will be able to perform, at its own cost, audits or inspections to verify the compliance of this Annex, provided that: • VIDEXT is notified with at least 30 days of advance. • They are performed during the usual business hours and without interrupting the commercial activity of VIDEXT. • A specific confidentiality agreement is signed regarding the security systems of VIDEXT. Alternatively, VIDEXT will be able to accredit the compliance by means of recognized security certifications (e.g. ISO 27001) or audit reports of independent third parties.

8. INTERNATIONAL DATA TRANSFERS If for the provision of the service it was necessary to transfer data outside of the European Economic Area (EEA), VIDEXT guarantees that it will be performed only to countries with Level of Adequacy declared by the European Commission or, in its defect, by means of the subscription of the Standard Contractual Clauses (SCC) approved by the Commission, guaranteeing that the Sub- processor counts with supplementary measures of security.

9. FATE OF THE DATA AFTER THE RESOLUTION Once finalized the provision of the treatment services, VIDEXT, at the choice of the Controller, will delete or return all the personal data, unless the conservation of the same is required by virtue of a legal obligation (fiscal or commercial).

APPENDIX A: RELATION OF SUB-PROCESSORS (TECHNOLOGY AND AI)

The Client authorizes expressly the contracting of the following providers for the provision of the service: