TERMS OF SERVICE

Please read carefully the following terms of service ("Agreement") before you use any of the products, application or services we provide (referred to collectively herein as the "Wellcut Technologies").

Wellcut Technologies are owned, licensed and operated by ThankYouMotion S.A.S. The terms of service create an agreement, which rule your use of Wellcut Technologies via any platform or device.

By visiting our website or installing or using any of Wellcut Technologies or installing the Wellcut application, you are accepting these terms of service. If you do not agree to these terms, please do not install our application, access our website or use any of our products or services.

You may contact us at hello@wellcut.tv or:
ThankYouMotion S.A.S.

10 rue de Penthièvre
75008 Paris
R.C.S. B 800 865 685

1.Object and Definitions

Wellcut is an innovative Social Video solution and platform. Our ambition is to position Wellcut as the perfect blend of viral GIFs and Premium Video Content.
First, we have developed Wellcut API, turnkey solution easy to integrate on Video Publishers websites - launched in may 2015 on major news sites such as htp://www.lexpress.fr or http://www.lemonde.fr. Wellcut enables its users to share « video quotes » to react, comment and engage with friends and fans. Video GIFs created via Wellcut technologies aim at catching friends and fans attention thanks to its short, straight-forward format (less than 30 seconds). For publishers, Wellcut is a way to multiply Video Content propagation in between fans as teasers and shortcuts to Video Discovery.

Then, we developed a Chrome extension (which can be installed at https://chrome.wellcut.tv) and an iOS application (https://app.wellcut.tv) for anybody to cut and share its preferred Video moment. All our solutions are demonstrated on our corporate website: https:// www.wellcut.io.

Wellcut Platform (https://www.wellcut.tv) hosts all the VideoGIFs created via Wellcut technologies, ready to share with friends.
Wellcut technologies are provided for your personal, non-commercial use.

Definitions:

2. Responsibility

Wellcut Technologies allow you to cut short extracts from a video while you are watching it so that you can share it with your friends. Once created via Wellcut technologies, the video extracts are ready for you and other users to share.

On Wellcut platform, the extract will always be credited and linked to its source, the full length video. We respect the intellectual property of others, and we ask our users to do the same.

We reserve the right, at any time, in our sole discretion, with or without notice, to terminate the accounts of, and block access to Wellcut Technologies to, any users who infringe any copyrights or other intellectual property rights.

Wellcut Technologies enable you to share, save or post information or materials, or to communicate with or otherwise share information with other users or persons. You agree not to share, submit, publish, display, disseminate, or otherwise communicate any defamatory, inaccurate, abusive, threatening, offensive, indecent, illegal or otherwise objectionable material, or any material that violates any federal, state, or local law in France or anywhere else in the world.

As your own editor, you are solely responsible for all information which you share, save, submit, publish, display, disseminate or otherwise communicate through Wellcut Technologies, even if a claim should arise after termination of service.

3. Intellectual property and license to use Wellcut Technologies

3.1. Subject to the terms and conditions of this Agreement, we grant you a limited, non-exclusive, personal, nontransferable, non-sub licensable, non-commercial right and license to: (1) download and use a copy of Wellcut application; and (2) view and use Wellcut Technologies, including, without limitation, the products and services made available on or through the Wellcut application or our website.

This license is subject to you: - not copying our software; - not removing, modifying or obscuring any copyright, trademark, or other proprietary rights notices on Wellcut Technologies; - not reverse engineering, decompiling, or disassembling Wellcut Technologies; and - not accessing, creating or modifying the source code of Wellcut Technologies in any way.

3.2. Wellcut Technologies, including, but not limited to, the Wellcut application and all other programs, text, graphics, files and other content are owned and copyrighted by Wellcut and its licensors, and are protected worldwide. We retain all right, title and interest in and to Wellcut Technologies and any portion thereof, including, without limitation, all patent rights, copyrights, trademarks (including without limitation Wellcut®, the Wellcut logo, service marks, trade secrets and other intellectual property rights, any derivative work of Wellcut Technologies, and any Update, and any copies thereof, regardless of the form or media in or on which the original or other copies may subsequently exist.
You shall not take any action to jeopardize, limit or interfere in any manner with our ownership of and rights with respect to Wellcut Technologies, or any derivative work or Update. This license is not a sale of the original or any backup copy. All rights are reserved unless otherwise noted.

3.3. All trademarks, service marks, logos, trade names and any other proprietary designations of Wellcut used herein are trademarks or registered trademarks of Wellcut.

Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

3.4. Your license to use Wellcut Technologies is conditioned upon the following restrictions: You agree that you will not under any circumstances: (a) modify, translate, reverse engineer, decompile, disassemble, or create any derivative works based on Wellcut Technologies, including any of its files, tables or documentation, or any portion thereof, or determine or attempt to determine any source code, algorithms, methods or techniques embodied in the Wellcut application or any portion thereof; (b) distribute, license, transfer, or sell, in whole or in part, any of Wellcut Technologies or any derivative works thereof; (c) market, rent or lease Wellcut Technologies for a fee or charge, or use Wellcut Technologies to advertise or perform any commercial solicitation; (d) use Wellcut Technologies to upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer; (e) interfere with or attempt to interfere with the proper working of Wellcut Technologies, any transactions being offered in connection with Wellcut Technologies or any other activities conducted by us, disrupt our website or any networks connected to Wellcut Technologies, or bypass any measures we may use to prevent or restrict access to Wellcut Technologies; (f) exploit Wellcut Technologies in any unauthorized way whatsoever, including, but not limited to, by trespass or burdening network capacity; (g) use any robot, spider, scraper, or other automated means to access our website or proprietary work for any purpose without our prior written permission; (h) use Wellcut Technologies to collect or harvest personal information about other users of Wellcut Technologies; (i) take any action that imposes or may impose an unreasonable or disproportionately large load on our infrastructure; (j) share any videos, articles or other content with any unreasonably large number of persons, including without limitation sending blast communications to a large number of recipients or sharing content with persons you do not know or who do not know you; (k) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; (l) use Wellcut Technologies, or any other services, products, or downloads available in connection with Wellcut Technologies for illegal purposes; (m) represent that you are the owner of any of Wellcut Technologies, including any of its individual files, drawings or documentation; (n remove or alter any proprietary notices, labels, marks or identifying information of any kind on Wellcut Technologies; (o) incorporate Wellcut Technologies or any portion thereof into any other program or product; (p) use Wellcut Technologies for any purpose other than in accordance with the terms and conditions of this Agreement; or (q) copy or reproduce, in any form or by any means, any part of Wellcut Technologies (except that you may make one copy of the Wellcut application for archival or backup purposes only, provided that any such copy contains the copyright and proprietary notices in unaltered form). We reserve the right to refuse service, terminate accounts or limit access to Wellcut Technologies in our sole discretion.

4. Privacy

4.1. By Using Wellcut Technologies, you agree that all content, messages and other communications share via Wellcut shall not be deemed to be private or secure, and that any such content, messages and communications can be read by the operators and/or other agents of Wellcut, whether or not they are the intended recipients. If we or any other person asks you to cease and desist from sharing any content with any third party, or to cease communicating with any third party via Wellcut Technologies, you agree to comply with such request immediately.

4.2. We believe your privacy is very important. Please review our Privacy Policy to learn more about our privacy practices and how we will use any data we receive in compliance with the French law and the EU regulation. By accessing or using Wellcut, you acknowledge that you have read, understood and accepted our Privacy Policy, which can be found at the address: https://www.wellcut.tv/en/about/privacy.

4.3. If you choose to create a user account, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your account. You may not share your password or other account access information with any other party, temporarily or permanently, and you agree to accept responsibility for all activities that occur under your account or password, whether or not authorized by you. You agree to immediately notify us of any unauthorized use of your account, Registration Data or passwords, as the case may be. We reserve the right to refuse service and/or terminate user accounts in our sole discretion.

5. Third party sites and services

5.1. Wellcut Technologies may enable you to access other sites. When you click a link, we may not warn you that you have left Wellcut and are subject to the terms and conditions (including privacy policies) of another website or destination. These sites and apps are not owned or controlled by Wellcut, and as a result, the videos, articles and other content made available on third-party websites may be protected by copyright and other applicable laws. Please refer to the website you were visiting when you saved such content for copyright notices, information and restrictions that may be applicable to such content.

If you believe that your copyrighted work or trademark has been infringed, please contact us and provide all information relevant to any claim of copyright or trademark infringement. Please contact us as follows: By email: hello@wellcut.tv.

5.2. We also participate in joint marketing and other service offerings with third parties and our website contains links to third-party sites. Wellcut Technologies integrate, only at your request, with third-party software applications and services that enable you to cut and share an extract via Wellcut within such third-party applications and to utilize the information we collect to improve the service offerings by such third parties. Such third parties may provide you with an opportunity to install the Wellcut application or use Wellcut Technologies from or through their websites or such third parties may request to access or use your Wellcut user account or other information so that they can customize the services that they provide to you. For example, if you are on a third-party website, you may be provided with the opportunity to download and install the Wellcut application, to use Wellcut Technologies at the push of a button without leaving the third-party website or you may be redirected to our website or provided with access to Wellcut Technologies. The third parties that contract with us are independent, and are not our agents. Such links are provided for your

convenience only. We do not control, and are not responsible for, the content of, or products or services available through, any third-party websites, including without limitation the websites that offer videos, articles or other content that you choose to save to Wellcut. We are not responsible for examining or evaluating any third-party content. You understand and agree that we do not warrant and shall not be liable for any third-party materials or websites. You also agree that you will not use any third-party content or materials in a manner that would infringe or violate the rights of any other party and that we are not in any way responsible for any such use by you.

5.3. By using Wellcut technologies, you authorize Wellcut to publish the content created and shared via its technologies and platform on third party platforms and online communities video such as YouTube.

5.4. Advertising - Wellcut may deliver third party advertisements. This advertising may be contextually related to your location, your usage behavior on Wellcut, or based on other information you have provided to us or has been provided to us by third parties. Any dealings you have with advertisers while using Wellcut are between you and the advertiser, and you agree that we do not endorse, and are not responsible for, the content, safety, accuracy, or legality of any third party goods or services advertised on Wellcut.

6. Warranty disclaimer

6.1. To use the Services, you must have the necessary hardware equipment and software and the necessary parameters required to properly use Wellcut: Navigator Internet Explorer 7 or equivalent, Javascript functions enabled, cookies enabled, and pop-ups enabled.

You must have the skills, hardware and software required to use the Internet or, as appropriate, and acknowledges that the characteristics and constraints of the Internet mean that the security, availability and integrity of Internet data transmissions cannot be guaranteed.

Wellcut does not guarantee that the Services will function in case you activate a popup killer tool. In this case, the function should be deactivated before using the Service.

Wellcut does not guarantee that the Services will be usable if your Internet Service provider is unable to provide its Service properly. Furthermore, smartphone applications are only available to Users in possession of the smartphone handset and internet access is required.

6.2. Wellcut can be held responsible by a User only where certain and definitive proof is adduced before the courts demonstrating a wrongful act committed by Wellcut having caused that User damage.

In this regard, Wellcut shall in no circumstances be liable for direct or indirect damage to the User where the User's behaviour contributed to the occurrence of the damage he/she claims to have suffered. By way of illustration, Wellcut shall not be liable for direct or indirect damage suffered by the User in the event of non-performance or incorrect performance of these Terms of Use by the User.

In this context, Wellcut cannot be held responsible for the non-functioning, non-availability or adverse conditions of usage of the Wellcut site resulting from incorrect hardware, problems experienced by the User's Internet Service Provider or blockages on the Internet networks or for all other reasons outside the sphere of influence of Wellcut. Under these conditions, Wellcut does not guarantee that the Services shall function without interruption or error. In particular, the use of this Site may be interrupted at any time for the purposes of maintenance, updates or technical improvements, or to develop its content and/or presentation. Whenever possible, Wellcut shall inform its Users prior to maintenance work or updates.

6.3. There are inherent risks in relying upon, using, or retrieving any information found on the Internet, and we urge you to make sure you understand these risks before using Wellcut Technologies or any website that provides you with access to Wellcut Technologies.

6.4. We shall not be responsible or have any liability for any delay or failure to perform to the extent due to unforeseen circumstances or causes beyond its reasonable control, including, without limitation, earthquake, fire, flood, embargoes, labor disputes and strikes, riots, war, novelty of product manufacture or other unanticipated product development problems, and acts of civil and military authorities.

6.5. Wellcut Technologies may be accessed from countries other than France. We make no representations or warranties that Wellcut Technologies are appropriate for use or access in other locations. If you access and use Wellcut Technologies outside France, you do so on your own initiative and you are responsible for complying with France and your local laws and regulations, if and to the extent such laws are applicable.

7. Applicable law and Jurisdiction

These Terms of Use shall be governed, construed and applied in accordance with French law, the language of interpretation being French. You agree that the courts of general jurisdiction located within Paris, France, will have exclusive jurisdiction over any and all disputes arising out of or relating in any way to this Agreement or Wellcut Technologies.

8. Agreement

8.1. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, agreements and communications, whether oral or written, between the parties relating to the subject matter of this Agreement and all past courses of dealing or industry custom. No amendment or modification of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized signatory of Wellcut and you.

We reserve the right to limit, in our sole discretion, the availability of Wellcut Technologies or any portion thereof, to any person, geographic area, or jurisdiction, at any time.

8.2. This Agreement may not be assigned, in whole or part, whether voluntarily, by operation of law or otherwise, by you without our prior written consent. Subject to the preceding sentence, the rights and liabilities of the parties hereto is binding on, and shall inure to the benefit of, the parties and their respective successors and assigns. Any attempted assignment other than in accordance with this section shall be null and void.

8.3. This Agreement is effective unless and until terminated as expressly provided herein. We may terminate this Agreement at any time and may do so immediately without notice, without any liability to you, and accordingly deny you access to Wellcut Technologies, in our sole discretion, if you have failed or we suspect you have failed to comply with any term or provision of this Agreement. Upon any termination of this Agreement, you must promptly destroy all materials downloaded or otherwise obtained from us, as well as all copies of such materials. Termination of this Agreement shall not act as a waiver of any breach of this Agreement and shall not release you from any liability for breach of your obligations under this Agreement.

8.4. We may, at any time, and without notice, revise this Agreement. If we modify the Terms of Service, we will post the modification on our website, through Wellcut Technologies, or otherwise provide you with notice of the modification. Prior to each usage of Wellcut Technologies, you should review the Terms of Service to determine the current Agreement to which you are bound. For your convenience, we include the effective date of the Agreement at the beginning of the document, so that you can easily ascertain whether it has been updated since the last time you viewed the Terms of Service. Your continued use of Wellcut Technologies constitutes acceptance of this Agreement at the time of each use. If the modified Terms of Service are not acceptable to you, your only recourse is to cease using Wellcut Technologies. Notwithstanding the preceding sentences of this paragraph, no revisions to the Terms of Service will apply to any dispute between you and Wellcut that arose prior to the date of such revision. These Terms of Service may only be modified in writing as set forth in this paragraph, and may not be modified orally.

Paris - France, February 6th 2017

Legal Notice

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