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 conclude 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 use electronic signatures and acknowledge your click of the "Join Now" button as one.

Where ATC has provided you with a translation of the English language version of this Agreement, the 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 documentation will govern your relationship with ATC.

1. INTRODUCTION

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 possibilities of interactive convergence. ATC can count on references in the field of new media (sat, web, sms, mms) as well as in traditional international media (print, radio, TV). ATC offers its services by the following means (non exhaustive list): subscription to information flows on regular basis, reception of content orders from ATC's clients, content selling via ATC's Newsroom, content offers, themes, reports to clients. ATC works with a network of independent content producers, exclusively or not, which offer subjects and upload content in the Newsroom, and may receive occasional orders from ATC.

When providing its information and accepting these terms and conditions by selecting " I have read and agreed the general terms and conditions ", and clicking " Join the Newsroom ", the User becomes a member of the Newsroom. The members of the Newsroom gain access to ATC services and become members of the ATC's network of content producers and right holders, which allows them to receive contract offers and orders that the User is free to accept or refuse, to store their own content in the Newsroom in order to increase their visibility and its exploitation opportunities, propose ideas of content to be created by the User, and to communicate with ATC's managers.

By becoming a User of ATC's Newsroom, the User agrees to grant ATC the representation of his content. ATC collects personal data from the User and proposes his talent and works to its clients. No agreement between ATC and its clients shall be concluded without User's express acceptance, and User shall therefore receive no revenue for his sole membership. This agreement is neither a partnership agreement nor an employer-employee contract, meaning that regarding any tax, social obligations or any similar issue, the User will be in charge of his own management.

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 right to access the Newsroom and ATC's services. Any other use of ATC contrary to its purpose is strictly prohibited and a violation of this Agreement.

As long as ATC continues to offer the Services, ATC shall provide and seek to update, improve and expand the Services. As a result, we allow you to access ATC as it may exist and be available on any given day and have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue ATC, partially or entirely in our sole discretion.

For avoidance of doubt, ATC has no obligation to store, maintain or provide you a copy of any content that you or other Users provide when using the Services. ATC asks the User to keep a copy of contents on his hard drive with a precise naming.

ATC may include links to third party web. You are responsible for evaluating whether you want to access or use a Third Party Site. You should review any applicable terms and/or privacy policy of a Third Party 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 ongoing order, the User is free not to use the Newsroom to sell his works. 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.

The User is responsible of his expenses relating to this collaboration with ATC (Internet access, computer…).

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

ATC manages its internal organization with full freedom and does not have to account the User of the internal efforts developed for content sales, therefore, ATC cannot guarantee any kind of results to the User. ATC can contract with third party companies in order to sell the content provided by the User.

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 restricted from the Newsroom, or not otherwise prohibited from having a ATC account, (3) are not a competitor of ATC or are not 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 doing so will not violate any other agreement to which you are a 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; (4). Further, you are responsible for anything that happens through your account until you close down your account or prove that your account security was compromised due to 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 if some of them change. Please refer to our data protection policy to take notice of your rights of access, modification and removal 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 the User to learn how to use the Newsroom and its functions, to manage his works so that every step taken within the Newsroom is as efficient as possible, which will increase commercial opportunities for the User and ATC. Nonetheless, it is highly recommended to contact ATC about any question or issue regarding the use of the Newsroom.

ATC's liability is not engaged if the service is temporarily stopped, partially limited, even impossible in a case of "force majeure". Are regarded as such, but not exclusively: natural disasters (floods, storms, etc.), wars, terrorism, strikes, unforeseen legal restrictions, power shortages, Internet breakdowns, lack of delivery services such as post or e-mail, virus, etc.

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 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, birth date, city of residence, mobile phone, fixed phone, username, Skype username, email address, mother tongue, spoken and written languages, academics, profession, personal interests, current clients, references, specialisation themes, own production tools, and any other information found necessary to complete your profile, that you may provide further on. Without prior notice, written o spoken communications might be recorded for communication archives purposes, or for staff training purposes.

You have the right to access, modify, correct and delete the data you supplied to ATC. If you update any of your information, we may keep a copy of the information that you originally provided to us in our archives for 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 will retain your information for so long as your account is active or as needed to provide you services. Your personal information are collected and processed for the exclusive purpose of improving commercial exchanges with our clients and to keep a database of the members of our network. Your personal data will in no way be sold, nor ceded to a third party or used form 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 case of the decease of the User, we will close his account under petition 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 collection and processing of 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 a ATC User when required by subpoena or other legal process, or if ATC has a good faith belief that disclosure is necessary to (a) 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 centre. However, since the internet is not a 100% 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 through these means.

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

Once registered as a User in the Newsroom, you will be able to add some complementary information to complete your profile. In particular, you will be asked to select your "role". Roles are defined as your professional and academic skills and your capacity on a particular market. One User may have several roles as long as he fills the requested conditions.

3 main roles have been predefined by ATC:

The CO "content owner" is the right holder of content already produced, and has the capacity to cede its rights to a third party.

The CP "content producer" creates new content ordered by ATC or creates content flows on regular periods previously established by contract with ATC.

The PP "promotion partner" owns and cedes content to ATC for its distribution, but expects no revenue for the said distribution. Instead, the PP expects to improve his brand visibility and to promote the product or service offered by its company.

6. ATC'S SERVICES

Once the information is correctly provided, the User gets access to ATC's services, which will allow him to:

Store his content, completed or as a draft, in the Newsroom. User shall indicate his authorship, ownership of the related rights and eventually the 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, which can be freely accepted or refused by the User. When the User accepts a proposal, this order shall be governed by a separated agreement between the User and ATC. This agreement will include the order conditions, such as type of work, language, length, date of delivery, rates and payment methods.

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

From the signature of the contract, the User should not have any commercial transaction with ATC clients.

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

The User morally commits to not joining a competing organisation (supplier of content / press agency) for 4 (four) months from the termination of his association with ATC.

The User shall not join as a freelancer or as an extern any clients of ATC without any exceptions 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 into their media so that ATC can recoup the fruits of its investment in human resources and where they 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, in which the User has already published whether on an ad hoc basis or regularly over the last 12 (twelve) months for payment. The User shall make clear if he wants these clients to be subject to a restriction regarding the ATC's offer. Any modifications to the User profile must be communicated to ATC within 5 (five) days.

In the event of termination by one or other party, the User shall not be able to retain the clients found / visited by him 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. The User shall then be subject to a complaint and a request for compensation.

8. CONFIDENTIALITY

The User formally commits to use information of any nature entrusted by the other part only to allow contract discussions and/or execution of the contracts. By receiving information of any nature transmitted by one of the Parties, the Receiving Party commits that this is protected, preserved in a secure place, and kept strictly confidential. Furthermore, this information will be treated with the most extreme precaution and efficient protections, in particular by any measure preventing access to the data by unauthorized people.

All written and / or oral information provided by one Party to the other is strictly confidential. Are regarded as such, but not exclusively: remuneration modes, organizational modes, business models, tariffs, technical infrastructure, content, contract content, strategies as well as the content of this agreement. In the event of contract termination, the clause of confidentiality still applies completely for 36 months from termination date.The engagement of confidentiality defined in this agreement does not apply to information which was in the public domain before the date of their disclosure or communication; which will fall into the public domain after this date without violation of this agreement; that the law, the applicable regulation or a decision of court would oblige to reveal.ATC expressly guarantees the respect of the obligations contained in this agreement by its employees and by the members of its network. If ATC must contract with a third party for the needs of discussions and/or the execution of the contracts, this third party company and its employees individually commit themselves to respect the same confidentiality obligations as those contained in this agreement. Without particular notice, phone conversations can be recorded by ATC with the goal of creating a collaboration archive and/or for formation reasons.

9. INTELLECTUAL PROPERTY

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

All the graphics, video, audio, texts, source codes, trademarks, commercial names, database, 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 authorisation from ATC's management.When uploading or storing a work in the Newsroom, the User keeps all the intellectual property rights related to that work until those rights are ceded in a separated agreement.

In the case of any present or future provisions of this contract being or becoming legally ineffective or invalid in whole or in part, this will not affect the validity of the remaining provisions of this contract. Parties will make their best efforts in good faith and in the respect of the initial intention, in order to negotiate and implement one or several clauses having the same effect.

The User may terminate this Agreement, for any or no reason, at any time, with notice to ATC. This notice will be effective upon ATC processing your 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 may be specified in the notice. Termination of your ATC account includes disabling your access to ATC and may also ban you from any future use of ATC.

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 behaviour that ATC, in its sole discretion, deems contrary to its purpose. ATC can adapt the present agreement at any time. From the modification's (electronic or postal) sending date of the new information, the User has one month (31 days) to terminate his contract if contract modification are refused. Except in case of contract termination, the modifications will be regarded as accepted.

Swiss laws exclusively govern the relationship between ATC and the User. Any litigation, which could occur between ATC and the User regarding contract's interpretation or execution, will in priority be regulated through discussions between parties and then be the subject of an appendix to the present contract.

If the parts cannot find an agreement, the competent courts of jurisdiction are the relevant authorities in the Canton of Geneva, Switzerland. Legal venue is Geneva, Switzerland.