GENERAL TERMS AND CONDITIONS OF ATC’S NEWSROOM

The general terms and conditions you are about to sign are a legally binding agreement between you (“User”) and the owner of the interactive news platform (“Newsroom”), ATC Future Media (“ATC”). By becoming a member of the Newsroom or by using the website, you are entering into a legally binding agreement with ATC.

If you do not want to register and become a Newsroom User, do not complete the Agreement, do not click “Join ATC” and do not access, view, download or otherwise use any ATC webpage, information or services. By clicking “Join Now”, you acknowledge that you have read and understood the terms and conditions of this Agreement and that you agree to be bound by all of its provisions. By clicking “Join Now”, you also consent to using electronic signatures and acknowledge your click of the “Join Now” button as such.

Where ATC has provided you with a translation, an English language version of this Agreement, and/or any other documentation, you agree that the translation is provided for your convenience only and that the French versions of this Agreement, and any other supporting documentation, will govern your relationship with ATC.

1. INTRODUCTION

As the press agency of the digital era, ATC brings competitive and flexible solutions to all broadcasters, with original multi-thematic and multi-media newswires, (text/sound/photo/video/rich media) and innovative options for interactive convergence. ATC can count on references from the field of new media (satellite, Web, SMS, MMS) as well as from traditional international media (print, radio, TV). ATC offers its services by the following means (the list is not exhaustive): subscription to information flows on a regular basis; content orders received from ATC’s clients; content selling via ATC’s Newsroom; content offers and themes; as well as reports to clients. ATC works with a network of independent content producers, whether exclusively or not, who propose subjects and upload content to the Newsroom, and may receive occasional orders from ATC.

When providing information and accepting these terms and conditions by selecting “I have read and agreed the general terms and conditions”, and clicking “Join the Newsroom”, Users become members of the Newsroom. Members of the Newsroom gain access to ATC’s services and become members of ATC’s network of content producers and rights holders, this enables them: to receive contract offers and orders that Users are free to accept or decline; to store their own content in the Newsroom in order to increase their visibility and potential development opportunities; to propose ideas for content created by Users; and to communicate with ATC’s managers.

By becoming a User of ATC’s Newsroom, Users agree to grant ATC the right to act as an agent for their content. ATC collects personal data from Users and offers their talent and content to its clients. No agreement between ATC and its clients shall be concluded without a User’s express agreement, and Users shall therefore receive no revenue solely by virtue of being a member. This Agreement is neither a partnership agreement nor an employer-employee contract, therefore, in terms of any tax, social security or other similar obligations, Users will be responsible for their own tax arrangements, particularly in terms of paying and managing any such obligations.

2. RIGHTS AND OBLIGATIONS

On the condition that you comply with all your obligations under this Agreement, we grant you a limited, revocable, nonexclusive, non-assignable, non-sublicenseable license and the right to access the Newsroom and ATC’s Services. Any other use of ATC contrary to its intended purpose is strictly prohibited and a violation of this Agreement.

For as long as ATC continues to offer Services, ATC shall provide and seek to update, improve and expand its Services. As a result, we allow Users access ATC as it exists now or in the future, and for as long as it remains available, with no other obligations except those expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue ATC, partially or entirely, at our sole discretion.

For the avoidance of doubt, ATC has no obligation to store, maintain or provide you with a copy of any content that you or other Users submit when using the Services. ATC asks Users to retain a copy of any content on their hard drive under a specific file name.

ATC may include links to third party web services. You are responsible for evaluating whether you want to access or use a third party website. You should review any third party website’s applicable terms and/or privacy policies before using it or sharing any information with it, because you may give the operator permission to use your information in ways we would not.

Unless there is an outstanding order in progress, Users are free not to use the Newsroom to sell their work. Being a member of the Newsroom does not force the User to upload content to it, to answer order proposals, accept orders or propose periods of availability.

Users are responsible for their own expenses relating to this collaborative partnership with ATC (e.g. Internet access, computers, etc.).

Unless there is a written agreement specifying this option, Users are not authorized to transfer rights and obligations granted by this contract to others. In the event of a capital acquisition or the sale of a part of its activities, ATC can transfer the rights and obligations ensuing from this contract.

ATC manages its internal organization without let or hindrance and does not have to account for its internal efforts to develop content sales to Users, therefore, ATC cannot guarantee any kind of results to Users. ATC can contract third party companies in order to sell content provided by Users.

3. TERMS OF USE

To be eligible to use the Newsroom, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older; (2) are not currently excluded from the Newsroom, nor otherwise prohibited from having an ATC account; (3) are not a competitor of ATC nor using the Newsroom for reasons that are in competition with ATC; (4) will only maintain one ATC account at any given time; (5) have full power and authority to enter into this Agreement and in doing so do not violate any other agreement to which you are party.

You agree to: (1) keep your password secure and confidential; (2) not permit others to use your account; (3) refrain from using other Users’ accounts. Furthermore, you are responsible for anything that happens through your account until you close it down or prove that your account security has been compromised through no fault of your own.

When becoming a member, you must provide true and exact information, which you will be able to complete or modify at any time should any changes occur. Please refer to our data protection policy and take note of your right to access, modify and/or remove any of the personal data you have provided to us.

ATC does not have any obligation to verify the identity of the persons subscribing to its services, nor does it have any obligation to monitor the use of its services by other users of the community; therefore, ATC disclaims all liability for identity theft or any other misuse of your identity or information.

It is up to Users to learn how to use the Newsroom and its functions, to manage their work so that every step taken within the Newsroom is as efficient as possible, which will increase commercial opportunities for both Users and ATC. Nevertheless, it is highly recommended that Users contact ATC with any questions or issues about using Newsroom.

ATC’s liability is not engaged if the service is temporarily suspended, partially limited or even impossible to use in the event of “force majeure”. “Force majeure” includes, but is not limited to: natural disasters (floods, storms, etc.); wars; terrorism; strikes; unforeseen legal restrictions; power shortages; Internet breakdowns; lack of delivery services such as post or email; viruses; etc.

4. DATA PROTECTION

The goal of the Newsroom is to improve content trades, orders, offers and communication between Users and ATC. By joining the Newsroom, you voluntarily and willingly provide ATC with certain information, including personally identifiable information, which we collect in order to provide the Services. To become a User, you must provide us the following information to create an account: name; first name; company; date of birth; city of residence; mobile telephone number; fixed-line telephone number; username; Skype username; email address; mother tongue; spoken and written languages; academic qualifications; profession; personal interests; current clients; references; specialization themes; own production tools; and any other information deemed necessary to complete your profile or that you may provide later on. Without prior notice, written or spoken communications may be recorded for communication archive purposes, or for staff training purposes.

You have the right to access, modify, correct and delete the data you supply to ATC. If you update any of your information, we may keep a copy of the information you originally provided to us in our archives for the uses documented in this policy. You may request deletion of your information at any time by contacting ATC customer service. We will respond to your request within 30 days.

ATC shall retain your information for as long as your account is active or is needed to provide your services. Your personal information is collected and processed for the exclusive purpose of improving commercial exchanges with our clients and to keep a database of the members in our network. Your personal data will in no way be sold, nor ceded to any third party or used for promotional purposes. However, some personal information shall be provided to our clients to promote your content. If you wish to close your account, we will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce this Agreement. In event of a User’s death, we will close his or her account on request from a family member.

The information you provide to ATC may reveal, or allow others to identify, your nationality, ethnic origin, gender, age, and other aspects of your life. By providing information to us for the purposes of creating your User account or adding any additional details to your ATC profile, you are expressly and voluntarily accepting the terms and conditions of this Privacy Policy and ATC’s User Agreement that allow ATC to process information about you. Supplying information to ATC, including any information deemed “sensitive” by applicable law, is entirely voluntary on your part. You have the right to withdraw your consent to ATC’s collecting and processing your information at any time.

It is possible that we may need to disclose personal information, profile information and/or information about your activities as an ATC User when required by subpoena or other legal process, or if ATC has a good faith belief that disclosure is necessary: (a) to investigate, prevent or take action regarding suspected or actual illegal activities or to assist government enforcement agencies; (b) to enforce the User Agreement, to investigate and defend ourselves against any third party claims or allegations, or to protect the security or integrity of our site; and/or (c) to exercise or protect the rights, property or personal safety of ATC, our Users, employees or others.

In order to help secure your personal information, access to your data on ATC is password-protected, and sensitive data (such as credit card information) is protected by SSL encryption when it is exchanged between your web browser and the ATC website. To protect any data you store on our servers, ATC also regularly audits its system for possible vulnerabilities and attacks, and we use a tier-one secured-access data center. However, since the internet is not a 100 percent secure environment, we cannot ensure or warrant the security of any information you transmit to ATC. There is no guarantee that information may not be accessed, disclosed, altered, or destroyed by breach of any of our physical, technical or managerial safeguards. It is your responsibility to protect the security of your login information. Please note that emails, instant messaging, and similar means of communication with other Users of ATC are not encrypted, and we strongly advise you not to communicate any confidential information via these means.

If you have any questions or comments about this data protection policy, please email us at data@allthecontent.com.

5. ROLES

Once registered as a User in the Newsroom, you will be able to add some supplementary information to complete your profile. In particular, you will be asked to select your “role”. Roles are defined by your professional and academic skills and your aptitude within a particular market. One User may have several roles as long as he fulfills the required conditions. Three main roles have been predefined by ATC:

• The CO “content owner” is the rights holder of content already produced, and has the ability to cede rights to a third party

• The CP “content producer” creates new content ordered by ATC or creates content flows on a regular basis previously established by contract with ATC

• The PP “promotion partner” owns and cedes content to ATC for distribution, but expects no revenue from this distribution. Instead, PPs expect to improve their brand visibility and to promote the products or services offered by their company

6. ATC’S SERVICES

Once the information is correctly provided, Users gain access to ATC’s services, which will enable them:

• To store content, completed or in draft form, in the Newsroom. Users shall indicate their authorship, ownership of the related rights and potential limits affecting those rights, a brief description of the work, and whatever information that may be needed for its indexation

• To receive proposals or orders from ATC to create tailored content, this can be freely accepted or declined by Users. When Users accept a proposal, this order shall be governed by a separate agreement between the User and ATC. This agreement will include the order conditions, such as type of work, language, length, delivery date, rates and payment methods

• To propose offers of content to be created, indicating a theme or an idea which may be developed, or content of any kind as well as the delivery date. This offer shall be examined by ATC. ATC shall then either accept it or refuse it. If accepted, this offer will be presented to clients. If any client should order this content, ATC will contact the User and sign a separate agreement to order the work

7. NON-COMPETITION AND EXCLUSIVITY

From signing the contract, Users shall not enter into any commercial transactions with ATC’s clients.

A similar distribution system (digital distribution agency with an electronic catalogue automatically indexed and listed from a database) shall not be set up by Users for 36 (thirty-six) months following the date of termination of the contract.

Users morally commit to not joining a competing organization (supplier of content or press agency) for 4 (four) months following the termination of their association with ATC.

Without exception, Users shall not join as a freelancer or as an extern any of ATC’s clients for 9 (nine) months following the termination of this present Agreement. ATC’s media clients sign a “non-recruitment clause”, where they accept in writing the principle of not recruiting journalists from the ATC network to their media so that ATC can recoup the fruits of its investment in human resources, in addition clients commit to paying a financial indemnity (“recruitment compensation” and “opportunity compensation”) to ATC in the event of recruiting a User from the ATC network. The confidentiality clauses apply for 24 (twenty-four) months following the date of termination of the contract.

Potential clients of ATC who are also clients of the User at the time of signing the contract shall be explicitly mentioned. Any media is considered as such, where the User has already published whether on an ad hoc basis or regularly over the last 12 (twelve) months for payment. Users shall make clear if they want these clients to be subject to a restriction regarding ATC’s offer. Any modifications to the User profile shall be communicated to ATC within 5 (five) days.

In the event of termination by one or other Party, Users shall not be able to retain clients found or visited by them for ATC and shall abstain from entering into business with them for a period of 19 (nineteen) months.

The act of directly contacting distributors of content prior to termination in order to continue circulation following termination without the intermediary of ATC is a breach of this Agreement and may result in financial penalties proportional to the estimated damages over one year. A similar clause is included in the contracts of all distributors. In the event where the User contacts the Client after termination of the contract with ATC, the Client commits to notifying ATC. Users shall then be the subject of a complaint and a request for compensation.

8. CONFIDENTIALITY

Users formally commit to using any of the information entrusted by the other Party only for the purposes of contract discussions and/or execution of contracts. By receiving information of any kind transmitted by one of the parties, the Recipient commits to protecting it, storing it in a secure location, and keeping it strictly confidential. Furthermore, this information shall be treated with extreme care and effective protection put in place, in particular any measures preventing access to the data by unauthorized persons.

All written and/or oral information provided by one Party to the other is strictly confidential. Such information includes, but is not restricted to: remuneration methods; organizational structures and systems; business models; rates; technical infrastructure; content; contract content, strategies as well as the provisions contained in this Agreement. In the event of contract termination, the confidentiality clause still applies in its entirety for 36 (thirty six) months from the termination date. The obligation of confidentiality defined in this Agreement does not apply to information which was in the public domain prior to the date of its disclosure or communication; information which comes into the public domain after this date without violating this Agreement; or information that the law, applicable regulation or a court decision would oblige to reveal. ATC expressly guarantees the adherence to the obligations contained in this Agreement by its employees and by the members of its network. If ATC enters into a contract with a third party for the purposes of discussions and/or execution of contracts, this third party company and its employees individually commit to adhering to the same confidentiality obligations as those contained in this Agreement. Without any specific notice, telephone conversations may be recorded by ATC with the aim of creating a collaboration archive and/or for training purposes.

9. INTELLECTUAL PROPERTY

The Newsroom is a patent pending exclusive tool owned by ATC. It cannot be reproduced or duplicated, its systems and functions cannot be divulged and its software cannot be copied, subject to judicial prosecution.

All graphics, videos, audio content, texts, source codes, trademarks, commercial names, databases, or any other work in terms of intellectual property in the Newsroom or obtained from ATC are exclusive to ATC and cannot be exploited in any way, completely or partially, without prior and written authorization from ATC’s management. When uploading or storing content in the Newsroom, Users retain all related intellectual property rights until those rights are ceded through a separate agreement.

10. NULLITY

In the event of any present or future provisions contained within this contract becoming void or unenforceable, in whole or in part, this will not affect the validity of the remaining provisions within the contract. However, both parties will make every effort, in good faith and adhering to the original intentions, to negotiate and implement one or several clauses resolving the issue.

11. TERMINATION

Users may terminate this Agreement, for any or no reason, at any time, with notice to ATC. This notice will be effective upon ATC processing the notice. ATC may terminate the Agreement and your account for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as specified in the notice. Termination of your ATC account includes disabling your access to ATC and may also prohibit you from using ATC at any time in the future.

ATC may restrict, suspend or terminate the account of any User who abuses or misuses the Services. Misuse of the Services includes creating multiple or false profiles; using the Services commercially without ATC’s authorization; infringing any intellectual property rights; or any other behavior that ATC, in its sole discretion, deems contrary to its purpose. ATC can adapt the present Agreement at any time. From the sending date of the modification or new information (electronic or postal), Users have one month (31 days) to terminate their contract if the contract modifications are refused. Except in the event of contract termination, the modifications will be regarded as accepted.

12. APPLICABLE LAW AND JURISDICTION

The relationship between ATC and the CP is governed exclusively by Swiss law. Any litigation, which may occur between ATC and the CP regarding the interpretation or execution of the contract shall in the first instance be settled out of court through discussions between both parties and then be the subject of an addendum to the present contract.

If the parties cannot reach an agreement, jurisdiction falls within the remit of relevant court authorities in the Canton of Geneva, Switzerland, to arbitrate and resolve the issue.