Terms of Service

VRM, a simplified joint-stock company (société par actions simplifiée) with a share capital of €1,391.00, registered with the Nanterre Trade and Companies Register under number 900 192 519, whose head office is located at 259, rue Saint-Honoré, 75001, Paris, operates an online platform available at the URL www.upmeet.ai offering services which consist of: - processing oral exchanges between persons using the Upmeet solution, - transcribing and summarizing them, - with the help of an artificial intelligence engine (hereinafter referred to as “Upmeet”). These General Terms and Conditions form the legal and contractual link between you (hereinafter the “CLIENT”) and VRM, and their purpose is to set out the conditions: - legal, - technical, and - financial, applicable: (i) to the provision of the Services by VRM and (ii) to the access and use of Upmeet. In your capacity as CLIENT, you hereby declare that you fully and unreservedly accept all provisions of these General Terms and Conditions.

For the purposes of these General Terms and Conditions, the capitalized terms listed below shall have the following meanings: ▪ “Subscription” means the right to access Upmeet and use the Services subscribed to by the CLIENT for the benefit of a User. The CLIENT is required to take out a Subscription for each User. ▪ “Effective Date”: means the date on which the General Terms and Conditions enter into force, namely the date of the CLIENT’s registration on Upmeet. ▪ “Subscription Term” means the duration of a Subscription. ▪ “Intellectual Property Rights”: means all patents, inventions, trademarks, trade names, logos, domain names, trade designations, rights relating to creations (including rights concerning designs and models), copyrights and author’s rights (including rights over computer software, source code, and object code), database rights, know-how, and all other intellectual property rights, whether or not registered, and all rights or forms of protection having a similar or equivalent effect anywhere in the world to the aforementioned rights, whether they exist today or in the future. ▪ “Subsidiary” means the companies controlled by the CLIENT within the meaning of Article L.233-3 of the French Commercial Code. th� “Force Majeure”: means any event qualified as force majeure within the meaning of Article 1218 of the French Civil Code and French case law. ▪ “Professional” means any CLIENT acting in a professional capacity within the meaning of paragraph 3 of the preliminary article of the French Consumer Code. ▪ “Transcription” means the transcription into text of any oral exchange via Upmeet. ▪ “Services”: means all types of services that may be provided by VRM to the CLIENT, including Transcriptions and Summaries (Comptes-Rendus). ▪ “Suspension” means any downtime or unavailability of all or part of Upmeet and/or the Services, whether scheduled or not, for any reason whatsoever. ▪ “Fees”: means the remuneration owed by the CLIENT to VRM for the provision of the Services. ▪ “User” means a member of the CLIENT’s staff (whether an employee or not) and/or of its Subsidiaries, specifically designated by it (them) to access Upmeet and use the Services, for whom a Subscription has been purchased. ▪ “Virus”: means viruses, computer worms, time bombs, Trojan horses, and/or any other harmful or malicious code, files, scripts, agents or programs.

2.1 At any time, the CLIENT may subscribe to one or more Subscription(s) by logging into its Upmeet account, selecting the Subscription of its choice, indicating the quantity, confirming the purchase, and then making payment of the corresponding Fees. 2.2 At its sole discretion, the CLIENT may subscribe to one or the other of the following Subscription plans: - “Premium Monthly” Subscription: A one-month subscription automatically renewable unless the CLIENT has notified VRM of its intention to terminate it via the form provided for this purpose in the “Billing” section of its Upmeet account, before the renewal date. In the event of non-renewal, the current Subscription shall continue until its initial term; - “Premium Annual” Subscription: A one-year subscription automatically renewable unless the CLIENT has notified VRM of its intention to terminate it via the form provided for this purpose in the “Billing” section of its Upmeet account, before the renewal date. In the event of non-renewal, the current Subscription shall continue until its initial term; - It being understood that: - All of the CLIENT’s Users shall benefit from the same Subscription plan; - At the end of a given Subscription Term, the CLIENT may modify the chosen plan for all of its Subscriptions, with the new plan starting at the end of the previous Subscription. 2.3 Each Subscription grants unlimited access to Upmeet and to all of its Services for the benefit of a User specifically designated by the CLIENT, throughout the Subscription period. 2.4 For the sole purpose of allowing the CLIENT to evaluate Upmeet and its Services, VRM offers any CLIENT a free Subscription for a period of 7 days. At the end of this period, unless the CLIENT subscribes to a Subscription, the CLIENT will no longer have access to the Services, but may still access the Transcriptions and Summaries carried out during the trial period.

3.1 In accordance with Article L.121-18 of the French Consumer Code, a CLIENT not acting in a Professional capacity has the right to withdraw within 14 days from subscribing to a Subscription, thereby obtaining a refund of the corresponding Fees. 3.2 Any request for withdrawal must be sent to VRM by completing the withdrawal form accessible here: support@upmeet.ai. 3.3 VRM will refund the price of the Subscription for which the CLIENT has exercised its right of withdrawal no later than 14 days following said exercise. VRM will refund the CLIENT using the same payment method used to pay for the Subscription.

4.1 VRM shall provide the Services in accordance with the terms and conditions set forth in the General Terms and Conditions. 4.2 VRM undertakes to use its best efforts to perform the Services with due care, skill, and in compliance with professional standards. 4.3 VRM shall allocate all necessary human resources for the provision of the Services by assigning a team composed of qualified and competent professionals, possessing all required professional skills to provide the Services. 4.4 VRM will use its best efforts to implement appropriate technical, organizational, and security measures to protect the Transcriptions and Summaries from any unauthorized access, deterioration, disclosure, destruction, or loss. 4.5 VRM will provide each User with a username/password pair in order to enable them to access the Service.

5.1 VRM makes its best efforts to ensure the availability, accessibility, and proper operation of Upmeet and the Services. To carry out maintenance and/or to improve Upmeet or the Services, they may be suspended for short periods. However, to the extent permitted by law, VRM cannot be held liable for any direct or indirect damages arising from any interruption, suspension, modification or malfunction of Upmeet and the Services. 5.2 VRM will make its best efforts to avoid any unscheduled Suspension, provided that such Suspension was not made necessary: ▪ Due to a denial-of-service attack, any other attack on Upmeet and/or the Services, or any other event determined by VRM that could, without a Suspension, be detrimental to Upmeet, the CLIENT or any other VRM customer, at VRM’s sole discretion; ▪ In the event that VRM deems a Suspension necessary or advisable under applicable law or regulations.

6.1 The CLIENT is solely responsible for ensuring that Upmeet and the Services meet its internal needs. 6.2 The CLIENT agrees to use Upmeet and the Services in strict compliance with the General Terms and Conditions. Access to and use of Upmeet is under the sole control, sole supervision, and at the sole risk and responsibility of the CLIENT. 6.3 The CLIENT is responsible for ensuring that each User complies with the provisions of the General Terms and Conditions. 6.4 The CLIENT must ensure that each User keeps the username/password pair assigned to them confidential and refrains from communicating it to third parties (including employees, consultants, co-contractors, agents of the CLIENT, or third parties). 6.5 The CLIENT is solely responsible for all access to and use of Upmeet and its Services by the Users. In this regard, any use of the username provided by VRM, combined with the relevant User's password, shall be irrevocably deemed to be use of Upmeet and its Services by said User. 6.6 The CLIENT agrees to promptly notify VRM, by email, of any loss or theft, unauthorized access to or communication of the username and/or password of a User, or any unauthorized access to or use of Upmeet. In such case, VRM may deactivate access to Upmeet for that username and/or password and provide the User with a new username and password by email. 6.7 The CLIENT acknowledges that it will bear all costs of modifying its Configuration required to enable it to access Upmeet, as well as all costs related to its use of Upmeet. 6.8 The CLIENT undertakes not to use Upmeet in a way that: - Interferes with a third party’s use and enjoyment of all or part of Upmeet; - Distributes spam or duplicate or unsolicited messages in violation of applicable law; - Publishes or stores any documents, Transcriptions or Summaries that are unlawful, obscene, threatening, defamatory, or otherwise illegal or tortious, including materials that are harmful to children or that violate the privacy rights of any third party; - Distributes or stores any Virus; - Interferes with or disrupts the servers or networks connected to Upmeet, or circumvents any technical requirement, procedure, or internal regulation related to the networks connected to Upmeet, or disrupts the integrity or performance of Upmeet or the Transcriptions and Summaries contained therein; - Seeks to obtain unauthorized access to Upmeet or its related systems or networks; - Modifies, adapts, or hacks or creates or modifies a website so as to falsely imply that it is associated with Upmeet; - Damages, disables, overburdens, or impairs any VRM server, or the network(s) connected to any VRM server.

7.1 The pricing schedule is available at the following address: www.upmeet.ai/#pricing. 7.2 The applicable Fees are paid by the CLIENT by credit card (Visa / Carte Bleue / Mastercard / Amex), bank transfer, or direct debit at the time of subscribing to a Subscription. 7.3 Fees paid by the CLIENT are non-refundable. 7.4 The CLIENT agrees that VRM’s obligations under these General Terms and Conditions are contingent upon payment to VRM of the applicable Fees. 7.5 For Professionals, any late payment of the applicable Fees shall bear interest in accordance with Article L. 441-6 of the French Commercial Code. 7.6 In the event of late payment of the applicable Fees, VRM reserves the right to suspend access to Upmeet and/or the performance of the Services, without prejudice, until full payment of the applicable Fees. 7.7 VRM reserves the right to modify the Fees at any time in its sole discretion, provided that such modification shall not apply to any current Subscriptions.

8.1 The CLIENT acknowledges that VRM may periodically, at its sole discretion, modify Upmeet, without significantly reducing the level of performance of Upmeet and/or its Services compared to that in effect when it was made available on the Effective Date, and in particular: - Modify the structure and presentation of Upmeet and/or its Services; - Add or remove new features or functionalities; - Replace existing features or functionalities with new features or functionalities. 8.2 The CLIENT will be informed of any such modification to Upmeet by email and may notify its intention to terminate the General Terms and Conditions within seven (7) calendar days from receipt of said email, by registered mail with return receipt requested. Such termination shall take effect upon the expiration of the then-current Subscription Term. The Fees due for making Upmeet and the Services available during the Subscription Term remain payable to VRM. 8.3 If the CLIENT does not terminate the General Terms and Conditions as provided in Article 8.2 above, it shall be irrevocably deemed to have accepted the modification(s) of Upmeet and/or its Services.

9.1 Intellectual Property Rights of the CLIENT 9.1.1 No transfer of Intellectual Property Rights to the Transcriptions and Summaries - VRM acknowledges that the CLIENT and, where applicable, its Subsidiaries are the sole holders of the Intellectual Property Rights to the Transcriptions and Summaries. - Nothing in the General Terms and Conditions shall have the effect of granting or transferring to VRM any Intellectual Property Rights, or any other right, title, or interest in or to any ideas, strategies, methodologies, processes, or concepts belonging to, designed, developed or created by the CLIENT (or its Subsidiaries, as appropriate) before or during the term of the General Terms and Conditions or otherwise, or any materials, items, or works designed, developed, or created by the CLIENT. 9.1.2 License to display and reproduce Transcriptions and Summaries - The CLIENT hereby grants VRM a worldwide, non-exclusive, royalty-free, and non-transferable license to use, reproduce, distribute, display, and perform its Transcriptions and Summaries on Upmeet. - VRM shall not access, use, and/or modify the CLIENT’s Transcriptions and Summaries except at the CLIENT’s request, and shall not disclose said Transcriptions and Summaries to anyone other than the Users. VRM only accesses the Users’ accounts or the Transcriptions and Summaries to address Upmeet’s technical issues or at the request of the CLIENT or a User. - The license granted by the CLIENT pursuant to Article 9.1.2 ends (i) once the CLIENT or the User deletes a Transcription or a Summary or (ii) requests the deletion of a Transcription or Summary from Upmeet or (iii) upon termination of the General Terms and Conditions for any reason. 9.1.3 Indemnification for infringement - The CLIENT represents that it holds all Intellectual Property Rights to the Transcriptions and Summaries, or that it has been authorized by the legitimate right holder to make said Transcriptions and Summaries available via Upmeet under the conditions set out in the General Terms and Conditions. - For Professionals, and subject to this Article 9.1.3, the CLIENT agrees, at its own expense, to defend VRM (or, at the CLIENT’s option, to settle) against any claim or action brought by a third party against VRM relating to the Transcriptions and Summaries (“Claim” for the purposes of Article 8.1.3), provided that VRM: (a) promptly notifies the CLIENT in writing of such Claim; (b) allows the CLIENT to control and direct the investigation, preparation, defense, and settlement of the Claim; and (c) provides full assistance and cooperation. The CLIENT will pay any monetary award for damages against VRM by a binding court decision resulting from such Claim, including all reasonable attorney fees incurred by VRM as a result of such Claim, or any settlement amount accepted by the CLIENT in writing. The CLIENT shall not be liable for any settlement agreement that it has not previously approved in writing. 9.2 Intellectual Property Rights of VRM 9.2.1 No transfer of Intellectual Property Rights to Upmeet The CLIENT acknowledges that VRM is the exclusive owner of Upmeet. Nothing in the General Terms and Conditions shall have the effect of transferring to the CLIENT any Intellectual Property Rights other than those expressly mentioned in the General Terms and Conditions. 9.2.2 License to access and use Upmeet - During the Subscription Term, VRM grants the CLIENT and its Users a non-exclusive, non-transferable license to access and use Upmeet and its Services in accordance with the terms and conditions of the General Terms and Conditions. - The license granted by VRM under Article 9.2.2 will continue until the end of the Subscription Term. 9.2.3 Indemnification for infringement - VRM represents that it holds all Intellectual Property Rights to Upmeet or that it has the necessary license to grant the rights provided in Article 9.2.2. - VRM agrees, at its own expense, to defend the CLIENT (or, at VRM’s option, to settle) against any claim or action brought by a third party against the CLIENT in connection with the Intellectual Property Rights to Upmeet (“IP Claim” for the purposes of Article 9.2.3), provided that the CLIENT: (a) promptly notifies VRM in writing of such IP Claim; (b) allows VRM to control and direct the investigation, preparation, defense, and settlement of the IP Claim; and (c) provides full assistance and cooperation. VRM will pay any monetary award for damages against the CLIENT by a binding court decision resulting from such IP Claim, including all reasonable attorney fees incurred by the CLIENT as a result of such IP Claim, or any settlement amount accepted by VRM in writing. VRM will not be liable for any settlement agreement that it has not previously approved in writing. - Following notification of an IP Claim or any fact likely to give rise to an IP Claim, VRM may, at its sole discretion, (a) obtain for the CLIENT the right to continue using Upmeet; (b) modify Upmeet so that it is non-infringing. - Article 9.2.3 sets out VRM’s entire liability and the CLIENT’s sole and exclusive remedy in the event of any infringement of Intellectual Property Rights related to Upmeet.

10.1 During the entire Subscription Term and for a period of two years from the end of said Subscription, VRM undertakes to keep strictly confidential the CLIENT’s Transcriptions and Summaries (hereinafter the “Confidential Information”). Information shall not be considered Confidential Information if: - It is or becomes public without this being the result of an act or omission by the receiving Party; or - It has been developed independently by VRM. 10.2 VRM shall ensure that its staff and any subcontractors keep all Confidential Information to which they have access confidential. VRM undertakes to fully inform its staff and any subcontractors of the present confidentiality obligation, and to enter into confidentiality agreements with them that are at least as binding as the confidentiality obligation established in this Article 10. 10.3 VRM shall implement and maintain all necessary measures, precautions, and security procedures to ensure the proper safeguarding of Confidential Information in its possession, and to prevent any unauthorized access, use, disclosure, misuse, theft, or loss. 10.4 VRM shall immediately notify the CLIENT of any unauthorized use, misuse, or disclosure, or theft or loss of Confidential Information upon becoming aware of it. 10.5 By strict and limited exception to the confidentiality obligation relating to Confidential Information provided under this Article 10: • VRM may disclose Confidential Information only to its employees, subsidiaries, and subcontractors, strictly for the sole and exclusive purpose of exercising its rights and fulfilling its obligations under the General Terms and Conditions; • VRM may disclose Confidential Information to the extent that such disclosure is required by request of a competent judicial authority or regulatory body having jurisdiction over it. 10.6 Upon the end of the confidentiality obligation provided under this Article 10, VRM shall return or delete all Confidential Information, regardless of the medium on which such Confidential Information is recorded or stored.

11.1 VRM represents and warrants that: - It owns or has sufficient rights to provide the Services and grant the relevant accesses to Upmeet as set forth in this Contract; - The functionalities of Upmeet shall not be materially reduced during the Subscription Term; - Upmeet shall not contain or transmit any Virus to the CLIENT (except for any Virus originating from the CLIENT). 11.2 The warranties provided by VRM under the General Terms and Conditions are the only warranties granted and exclude any other warranties, including statutory warranties to the extent permitted by law.

Throughout the term of the General Terms and Conditions and for one (1) year following their expiry, VRM shall subscribe to and maintain in effect policies of insurance with reputable and solvent insurers covering all harmful consequences of acts for which it may be held liable in the context of the performance of the General Terms and Conditions. VRM undertakes, upon the CLIENT’s request each year, to present insurance certificates for the policies it has subscribed to in accordance with this Article.

13.1 Notwithstanding any contrary provision, VRM does not disclaim or limit its liability in the event of (i) death or personal injury caused by its negligence and (ii) fraudulent misrepresentation or fraudulent act. 13.2 As regards Professionals, the total aggregate liability of VRM arising out of or related to the General Terms and Conditions shall not exceed an amount equal to the total Fees paid by the CLIENT over the 112 months preceding the damage. 13.3 As regards Professionals, VRM shall not, in any case, be liable for indirect damages, including, in particular, loss of revenue, loss of profit, loss of data, commercial, financial or reputational harm, or increased costs, even if VRM has been informed of the possibility thereof in advance. Furthermore, VRM specifically disclaims liability in the event of: • An act by the CLIENT that prevents or hinders the performance of its obligations under the General Terms and Conditions; • Any similar act by a third party. 13.4 VRM shall not be held liable for any liability that may arise from the publication, posting, or use of the Transcriptions and Summaries generated by the CLIENT and its Users, who assume full responsibility in this regard. 13.5 VRM makes its best efforts to provide Transcriptions and Summaries that are as accurate and reliable as possible given the current state of technology. VRM is actively working to constantly improve the quality and accuracy of Upmeet and its Services. However, the CLIENT is informed and acknowledges that the artificial intelligence technologies used by VRM for Upmeet and its Services cannot replace human review and cross-checking. In this regard, the CLIENT expressly acknowledges that VRM cannot be held liable for any errors, nonsense, or mistranslations that may affect the Transcriptions and Summaries.

VRM is particularly mindful of the personal data it processes or sub-processes. The particular attention it pays to complying with its obligations, as well as the conditions under which personal data is processed, can be found on the upmeet.ai website: - For the Personal Data Protection Policy: https://www.upmeet.ai/privacy/ - For the conditions concerning data processing carried out on behalf of the CLIENT: https://www.upmeet.ai/subcontracting-charter/

15.1 Neither Party shall be held liable for any loss or damage suffered or incurred by the other Party that is attributable to or related to a delay or failure by the first Party in performing its obligations under the General Terms and Conditions to the extent and for as long as said delay or failure results from an event of Force Majeure. 15.2 In the event that a Force Majeure event occurs, the due date for performance of the affected obligations shall be postponed for the duration made necessary by said Force Majeure event. However, if a Force Majeure event affects the obligations of either Party for a period equal to or exceeding 2 months, the Parties shall be entitled (i) to terminate the General Terms and Conditions immediately by giving written notice to the other Party, or (ii) to enter into negotiations aimed at modifying the terms of their mutual commitments in such a way as to allow performance of said obligations.

16.1 The General Terms and Conditions are concluded for an indefinite term. By deleting its Upmeet account, the CLIENT terminates the General Terms and Conditions. 16.2 Within 7 days following a default or delay in payment of the Fees, the relevant Subscription shall be suspended by VRM and the CLIENT and its Users shall no longer have access to the Services. Once payment of the Fees has been received, VRM shall promptly reactivate the Subscription and access to the Services. 16.3 The General Terms and Conditions may be amended by VRM subject to 14 days’ notice. 16.4 The entry into force of any new version of the General Terms and Conditions shall be indicated to the CLIENT when logging into Upmeet. The CLIENT may then accept the new version of the General Terms and Conditions, which shall apply with 14 days’ notice. 16.5 Any CLIENT who refuses to have its contractual relationship with VRM governed by the new version of the General Terms and Conditions may no longer subscribe to any new Subscriptions – current Subscriptions will then continue until their expiry in accordance with the previous version of the General Terms and Conditions. Any CLIENT who refuses to have its contractual relationship governed by the new version of the General Terms and Conditions must notify VRM by email at: support@upmeet.ai. 16.6 The 14-day notice referred to in Articles 16.2, 16.3, and 16.4 shall not apply where VRM: - Is subject to a legal or regulatory obligation to amend its General Terms and Conditions in a manner that does not allow it to comply with the notice period; - Must exceptionally amend its General Terms and Conditions to address an unforeseen and imminent danger in order to protect Upmeet, its Services, the CLIENT, or other business users from fraud, malware, spam, data breaches, or other cybersecurity risks.

17.1 In the event of termination, the General Terms and Conditions shall survive for the remainder of the Subscription Term. 17.2 Upon termination of the General Terms and Conditions, the CLIENT’s Transcriptions and Summaries shall be immediately and irreversibly deleted. 17.3 The termination or expiry of the General Terms and Conditions shall not affect the enforceability of those provisions of the General Terms and Conditions which, by their nature and purpose, are intended to survive termination of the General Terms and Conditions.

18.1 The General Terms and Conditions are governed by French law. 18.2 In the event of a dispute, the French courts shall have exclusive jurisdiction. 18.3 Any dispute concerning the validity, performance, or interpretation of the General Terms and Conditions between VRM and a Professional shall fall under the exclusive jurisdiction of the Commercial Court of Paris.

19.1 The General Terms and Conditions may only be amended or modified by a written agreement signed by the duly authorized representatives of the Parties. Any such amendment shall be binding on the Parties from its effective date. 19.2 The General Terms and Conditions constitute the entire agreement between the Parties and supersede and cancel all prior or preliminary statements, negotiations, commitments, communications (written or oral), acceptances, understandings, and agreements between the Parties concerning the same subject matter. 19.3 If any of the provisions of the General Terms and Conditions is declared null or invalid, that provision shall be deemed severable, and the other provisions shall remain in full force and effect. In such a situation, the Parties undertake to negotiate in good faith a replacement clause that is as close as possible, from a legal and economic standpoint, to the clause declared null or invalid. 19.4 If one of the Parties does not invoke a breach of any provision of the General Terms and Conditions or of its related rights, this shall not be construed as a waiver to invoke this breach or a subsequent breach, nor as a waiver of the provision itself. 19.5 The General Terms and Conditions are entered into solely for the benefit of the Parties, and no provision of the General Terms and Conditions shall be construed to confer any recourse, cause of action, liability, right to compensation, or any other right to any third party. 19.6 The Parties are independent contractors and do not share any affectio societatis. The General Terms and Conditions do not create any relationship of franchise, mandate, agency, or employment between the Parties. 19.7 Each Party acknowledges that it has entered into the General Terms and Conditions on account of the specific provisions contained therein. Therefore, the Parties shall not bear any liability with respect to any statement, warranty, or promise made prior to the Effective Date, unless such statement was made fraudulently. 19.8 The CLIENT grants VRM the right to: - Mention its name as a reference for VRM’s commercial promotion; - Mention the nature of the services provided on its behalf on the website www.upmeet.ai and in VRM’s commercial presentations.