1. Acceptance of Terms

Your access to, and use of scaleflex.com or any other website owned and/or operated by Scaleflex ("the Website") is subject to Scaleflex Standard Terms and Conditions, including these Website Terms of Use, Scaleflex Global Privacy Policy, and the other legal notices, disclaimers, and policies contained on this Website ("Terms of Use").

(a) You will not use the Website for any purpose that is unlawful or prohibited by the Terms of Use.

(b) The Website is not for use by any minors (defined as those who are not at least 18 years of age), and you are therefore prohibited from using this website if you are a minor.

(c) By using the Website, you indicate that you fully accept the Terms of Use. If you do not accept the Terms of Use, you must immediately stop using the Website.

(d) Scaleflex reserves the right to:

• (i) Change the Terms of Use at any time, and your continued use of the Website following any such changes shall be deemed to be your acceptance of such change;

• (ii) Change or remove (whether temporarily or permanently) the Website or any part of it without notice and you confirm that Scaleflex shall not be liable to you for any such change or removal.

2. General Terms

(a) If you breach any obligation under the Terms of Use, Scaleflex will be entitled to, at its sole discretion:

• (i) Immediately suspend your access to the Website; and/or

• (ii) Terminate our subscription agreement with you for cause, if you are a Scaleflex customer.

(b) You acknowledge that Scaleflex may disclose information regarding your use of the Website to satisfy any law, regulation, government request, court order, subpoena, or other legal process. If Scaleflex makes this type of required disclosure, we will notify you, unless we are required to keep the disclosure confidential. Further, any such disclosure will be subject to our Privacy Policy.

(c) Scaleflex is not obligated to, but may choose to, remove any prohibited materials and deny access to any person who violates the Terms of Use. We further reserve all other rights.

(d) Scaleflex may update and change any part or all of the Terms of Use. If we update or change the Terms of Use, the updated version will be posted publicly at the Terms of Use, which will constitute notice of such change. The updated Terms of Use will become effective and binding on the next business day after posting. When we change the Terms of Use, the "Updated" date will be updated to reflect the date of the most recent version. We encourage you to periodically review the online Terms of Use.

3. Console / Hub

When you register, Scaleflex will ask you to provide certain contact and personal details. Scaleflex will explicitly indicate the fields that are mandatory to complete. False, incorrect, or outdated information, such as an invalid email address, may prevent you from registering and impair Scaleflex' ability to provide you with the Service.

To login, you must provide your email address and password. Scaleflex may also establish and require from time to time additional or different means of identification and authentication for logging in and accessing the Service. You will maintain your login details in absolute confidentiality. Make sure that you change your password at least once every six months. You will promptly notify Scaleflex of any potential or actual misuse, unauthorized use, of your account.

The Customer acknowledges that the individual named as the account owner in the console or hub will act on behalf of the organisation as a legal representative in the limited capacity of granting or removing users access, accessing billing, or being the primary contact for any business-related communication. Scaleflex cannot be held responsible for any misleading information that could affect the communication between Scaleflex and the Customer.

If your subscription terms expressly allow for termination at will, you may terminate your account through your account page, or by contacting Scaleflex via email at: support@scaleflex.com. If your subscription is based on a renewable fixed period, you may elect not to renew your subscription by sending Scaleflex the applicable prior notice. Scaleflex may require you to verify your identity by sending Scaleflex additional information, as a condition for terminating your account. Following the termination of your account, you may no longer be able to access the Service. You are not entitled to refund upon termination of these Terms.

Notwithstanding any remedies that may be available to Scaleflex under any applicable law, Scaleflex may temporarily or permanently deny, limit, suspend, or terminate your user account, prohibit you from accessing the Service, remove your content and take technical and legal measures to keep you off the Service without refund, if Scaleflex determines in its sole discretion that you: (i) abused your rights to use the Service; (ii) breached the Terms; (iii) violated any applicable law, rule, or regulation; (iv) performed any act or omission which is harmful or likely to be harmful to us, or any other third party, including other users or providers of the Service.

4. Links to Third Party Websites

The Website may contain links to other websites run by third parties. Scaleflex does not control, or assume any responsibility for, the content or practices of these other websites. Our provision of these links does not amount to our endorsement of these other websites, nor their content, owners, or practices and you acknowledge and agree that Scaleflex is not responsible for the content or availability of any such sites.

5. Scaleflex Trademark Use & Copyright

(a) Unless you have our express prior written permission, you may not use, remove or alter any name, logo, tagline or other mark of ours or the Scaleflex Service, or any identifier or tag generated by the Website, including without limitation:

• (i) As a hypertext link to any website or other location (except as provided for or enabled expressly by us); and/or

• (ii) To imply identification with us as an employee, contractor, agent, partner, or other similar representative capacity.

(b) All copyright, trademarks, and other intellectual property rights in the Website and its content (including without limitation the Website design, text, graphics, and all software and source codes connected with the Website) are owned by or licensed to Scaleflex, or are otherwise used by Scaleflex, as permitted by law.

(c) In accessing the Website, you agree that none of the content may be downloaded, reproduced, transmitted, stored, sold, or otherwise distributed without the prior written consent of Scaleflex, as the copyright holder. This excludes the downloading, copying, and/or printing of pages of the Website for strictly personal and non-commercial use.

6. Disclaimers & Limitation of Liability

(a) The Website is provided “AS IS” and on an “AS AVAILABLE” basis, without any representation, warranty, or endorsement of any kind made by Scaleflex, whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security, and accuracy.

(b) To the extent permitted by law, Scaleflex will not be liable for any indirect or consequential loss or damage whatsoever, including without limitation loss of business, opportunity, data, or profits arising out of or in connection with the use of the Website.

(c) Scaleflex makes no warranties that the functionality of the Website will be uninterrupted or error free, that defects will be corrected or that the Website or the server that makes it available are free of viruses or anything else which may be harmful or destructive.

(d) Nothing in the Terms of Use shall be construed so as to exclude or limit the liability of Scaleflex or that of its employees or agents in ways that cannot be excluded or limited by law.

(e) The contents of the Website do not constitute advice and should not be relied upon in making, or refraining from making, any decision.

7. Indemnity

You agree to indemnify and hold Scaleflex and its employees and agents harmless to the fullest extent from and against all liabilities, legal fees, damages, losses, costs, and other expenses in relation to any claims or actions brought against Scaleflex arising out of or in any related to your breach of the Terms of Use or other liabilities arising out of your use of this Website.

8. Severability

If any of the Terms of Use should be determined to be unenforceable or invalid for any reason by any court of competent jurisdiction, then such Term and Condition shall be severed and the remaining Terms of Use shall survive and remain in full force and effect.

9. Entire Agreement

The Terms of Use, including legal notices, disclaimers, and other policies contained on this Website, constitute the entire agreement between Scaleflex and you in relation to your use of the Website, and supersede all prior agreements and understandings between you and Scaleflex with respect to the Website.

10. Governing Law & Forum

The Terms of Use shall be governed by French law. Any dispute arising from the Terms of Use shall be settled before the competent court in Paris, France.

1. General

The Perk Policy is supplemented by our Website Terms of Use and our Global Privacy Policy and our Standard Terms of Services and they are binding upon you.

From time to time we may run promotional offer (also known as "PERK Offer") event on our Website or Third Party platform.

Promotions or PERK Offer is exclusively reserved to new Customer only and only one promotion can be purchased. A promotion cannot be used in combination with other promotions.

2. Conditions

In the event Customer ("You") subscribed to Scaleflex' product through a Perk Offer provided by one of our authorized Partners, please note that the following specific conditions apply to your Plan:

a. You agree that Scaleflex reserves the right not to grant the perk to You at any time and for any reason.

b. You agree and understand that Scaleflex restricts the use of the Perk Offer to maximum one account per organization and/or website, even if different brands or if multiple email addresses created several accounts on behalf of one single Organization or website.

c. You agree and understand that Scaleflex restricts the use of the Perk to the allowance defined in the Perk Offer, and that these Perks are not cumulative.

d. The Perk Offers are exclusive to new Customers only and will not be applied to existing Customers of Scaleflex’ Services. No refund shall get provided to existing paying Customers based on these perks offers.

e. Perk Offers including discounts shall only apply to traffic and cache prices; no discount shall apply to higher support levels, add-ons or any professional services.

f. In order to activate a Perk Offer proposed by a Partner, the Customer agrees to provide Scaleflex with accurate information and contact details (active website, business email address, company name, phone number). No account will be created with an alias address.

g. You agree that any Perk Offer implies a subscription duration of twelve (12) months. Fees related to the Services can be paid monthly, or upfront at the beginning of the period. In case of termination before the end of the annual subscription, You agree to pay Your entire Subscription until the end of the term.

h. You agree that the Perk Offer will be applied as such on Your Subscription, and that no downgrade to lower Plan will be possible during the twelve (12) month period.

e. Perk Offers have a validity period of a maximum duration of twelve (12) months since the activation of the Perk Offers on the Customer’s Subscription. At the end of the initial duration of twelve (12) months, both Parties agree to proceed to an upgrade to the Scaleflex’ Standard Plan for which the Perk Offers has been applied for a duration of twelve (12) months unless You send a termination notice before the last sixty (60) days of the Plan end date.

All promotions are subject to availability. We reserve the right to end a promotion at any time.

We shall not be liable for any financial loss arising out of the refusal, cancellation or withdrawal of any promotion or any failure or inability of a customer to take advantage of a promotion for any reason.

Scaleflex respects the intellectual property rights of others and requests the users of its Services to do the same. If you believe that certain content, which appears on Scaleflex cloud-based image management solution (the “Services“), infringes upon copyrights that you own or represent, you may send Scaleflex’ designated copyright agent (“Copyright Agent“) a written notification, stating the location of the copyrighted work claimed to be infringed, in accordance with the provisions of the Digital Millennium Copyright Act (“DMCA“). Note that not all unauthorized uses of copyrighted materials are infringements and that Scaleflex cannot offer any legal advice. Should you have questions, please consult an attorney.

Upon your notification, submitted in accordance with the instructions below, Scaleflex will remove or disable access to any such content.

Notification

To be effective, your notification of claimed infringement must be a written communication provided to the Copyright Agent that includes substantially the following:

(1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(2) Identification of the copyrighted work claimed to be infringed via using the Service, or if multiple copyrighted works are covered by a single notification, a representative list of such works;

(3) Identification of the material that is claimed to infringe or to be the subject of infringing activity and that access to which is to be disabled, and information reasonably sufficient to permit Scaleflex to locate the material;

(4) Information reasonably sufficient to permit Scaleflex to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;

(5) A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;

(6) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Following receipt of your communication, Scaleflex may ask you to provide further or supplemental information, prior to removing any content which was displayed on the Service, as Scaleflex deems necessary to comply with the provisions of the DMCA. Scaleflex may also provide the registered user who uploaded the allegedly infringing content with your contact details, in order for that person to be able to contact you directly and communicate with you regarding your notification.

Counter notification

As the registered user who uploaded the allegedly infringing content, you may submit a counter notification to the Copyright Agent. To be effective, your counter notification must be a written communication provided to the Copyright Agent that includes substantially the following:

(1) Your physical or electronic signature;

(2) Identification of the material to which access has been disabled and the location at which the material appeared before access to it was disabled.

(3) A statement under penalty of perjury that you have a good faith belief that the material was disabled as a result of mistake or misidentification of the material to be disabled;

(4) Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Court of Paris, France.

In 10 business days after receipt of a counter notification, Scaleflex will promptly provide the person who submitted the claimed copyright infringement notification with a copy of the counter notification, and will inform that person that Scaleflex will replace the removed material, or cease disabling access to that material.

Scaleflex will then replace the removed material and cease disabling access to it between 10 to 14 business days following receipt of the counter notification, unless the Copyright Agent first receives notice from the person who notified Scaleflex of the claimed copyright infringement that such person has filed an action seeking a court order to restrain the registered user from engaging in infringing activity relating to the material on Scaleflex’ system or network.

Repeat infringements

Scaleflex may deny or cancel any individual use of the Service, or terminate your user account, if Scaleflex determines in its sole discretion that you are a repeat infringer. A repeat infringer is a user who has been notified of infringing activity more than once or a user that his or her uploaded material was removed from the Service more than once.Scaleflex may decide, at its sole discretion that a sufficient reason exists for the immediate termination of your account for any reason, at anytime. In these case Scaleflex may terminate your account immediately.Scaleflex may notify you that it canceled your account by sending a message to the e-mail address that you provided during the registration process. Such notification will come into effect immediately.

Misrepresentations

Under the provisions of the DMCA, any person who knowingly materially misrepresents: (1) that material is infringing, or (2) that material was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, that Scaleflex may incur, if it is injured by such misrepresentation, as the result of its reliance upon such misrepresentation in removing or disabling access to the material claimed to be infringing.

If you are unsure whether the material you are reporting is in fact infringing or whether you are the actual rights holder, you may wish to contact an attorney before filing a notification with us.

Copyright Agent Details

Please submit your notice to our Copyright Agent at: privacy@scaleflex.com or mail it to the following address:

Scaleflex SAS

Att: Copyright Agent

53 Chemin de Beauregard

38330 Saint-Nazaire-Les-Eymes, France

Please note that the Copyright Agent receives DMCA notifications only. Any other matters, such as comments, requests and other messages should be referred to: https://www.scaleflex.com/contact-us.

Last updated: December 31, 2023.

The Trial (as defined below) is free, non-binding and automatically expires after fourteen (14) days (“Trial Period”), unless the Trial Period is extended by Scaleflex, in its sole discretion. This Trial is intended for evaluation purposes of the Scaleflex products ONLY.

Scaleflex FREE Plan is made available for all Customers for testing the solutions in a non-production environment, therefore, Customer accepts that his usage of CDN Traffic, Cache, Storage and number of Users will be limited according to the Scaleflex Trial and Free Plan Terms of Use.

The Trial Terms of Use ("Agreement") contains the terms and conditions that govern your access to and use of the Trial or FREE Plan and is an agreement between Scaleflex ("Scaleflex", "we", "us", or "our") and you or the entity you represent ("you", "your"). This Agreement takes effect when you click the "Get FREE Plan" button and checkbox presenting these terms or when a Scaleflex representative grants you access to the platform via Trial process. You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.

1. License Agreement

1.1 Trial

1.2 FREE Plan

Scaleflex reserves the right to terminate any Customer account in breach of the FREE Plan account. Customer agrees and understands that Scaleflex restricts the use of the FREE Plan account to one per organization and/or website, even if different brands or if multiple email addresses created several accounts on behalf of one single Organization or Website.

Customer has the right not to register any payment method (Credit/Debit Card or Bank Account) and understands that if no payment method is associated with the FREE Plan account after the fourteen (14) days period of the use of the service, Scaleflex may terminate the account.

In the event Scaleflex identifies that a Customer has more than one FREE Plan account, Scaleflex will consolidate all the accounts into one and reserve the rights to: charge any overuse consumed for a period up to 12-months from the date of the breach of this agreement without prior notice suspend or terminate the accounts with immediate effect, if no payment method (Credit/Debit Card or Bank Account) is associated with the account

Customer accepts that Scaleflex may revise the FREE Plan’s allowance (CDN Traffic, Storage, ache, number of Users) from time-to-time.

Customer accepts that Scaleflex will not be deemed responsible and waives all liabilities for any issues that may result in the suspension or termination of the/those accounts.

1.3 Overuse

Scaleflex tracks Your Asset Cache, Storage, Users, CDN Traffic, and all other Add-Ons metrics on a daily basis.

2. License

The Trial and FREE Plan are intended for evaluation purposes of the Products ONLY. You may not:

• (a) use, copy, merge, or transfer the Trial except as provided in these Terms of Use;

• (b) reverse assemble, reverse compile, or otherwise translate the Trial except as specifically permitted by law without the possibility of contractual waiver;

• (c) sublicense, rent, or lease the Trial; or

• (d) supply or provide copies of the Trial to third parties, or allow external access to the Trial.

3. Warranty

THIS TRIAL AND FREE PLAN ARE SUPPLIED "AS IS", WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR UNINTERRUPTED OR ERROR FREE USE OF THE TRIAL OR THAT DEFECTS WILL BE CORRECTED OR THAT THE TRIAL OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR ANYTHING ELSE WHICH MAY BE HARMFUL OR DESTRUCTIVE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE TRIAL AND ANY DOCUMENTATION REMAINS WITH YOU.

4. Limitation of Liability

SCALEFLEX WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OR FOR ANY ECONOMIC CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR SAVINGS), EVEN IF SCALEFLEX, OR ITS RESELLER, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SCALEFLEX will not be liable for: 1) loss of, or damage to, your records, or data; or 2) any damages claimed by you based on any third party claim. You agree to indemnify and hold Scaleflex and its employees and agents harmless to the fullest extent from and against all liabilities, legal fees, damages, losses, costs, and other expenses in relation to any claims or actions brought against Scaleflex arising out of or in any related to your breach of the Terms of Use or other liabilities arising out of your use of the Trial. Nothing in the Terms of Use shall be construed so as to exclude or limit the liability of Scaleflex or that of its employees or agents in ways that cannot be excluded or limited by law.

5. General

This agreement is governed by French law. Any dispute arising from the Terms of Use shall be settled before the competent court in Paris, France. You may terminate your license at any time. If you do so, all your license rights to the Trial are terminated. Scaleflex may terminate your license if you fail to comply with the terms of this Agreement. If Scaleflex does so, all your license rights to the Trial are terminated and you must destroy all your copies of it. You agree to comply with all applicable laws and regulations.

6. Privacy

1. Definitions

a. “Monthly Availability Percentage” means, in respect of a calendar month, the monthly availability percentage for Scaleflex Technology calculated as follows (and expressed as a percentage): A/(B – C), where “A” means the number of minutes when the Scaleflex Technology was available in that month and the number of minutes in that month when the Scaleflex Technology was unavailable for less than 5 consecutive minutes (but excluding the number of minutes counted as “C”); “B” means the number of minutes in that month; and “C” means the number of minutes in that month when the Scaleflex Technology was unavailable as a result of a Scaleflex Technology Exclusion. As used in this definition, “available” means that the Scaleflex Technology is available for Customer’s use to transmit and receive messages, as measured by Scaleflex Technology’ server logs, and “unavailable” has the opposite meaning.

b. “Monthly Availability SLA” has the meaning set out in Section 4 of this Appendix - “Scaleflex Support Policy”.

c. “Scheduled Downtime” has the meaning set out in Section 4(b) of this Appendix - “Scaleflex Support Policy”.

d. “Service Level” or “SLA” means the service level performance standards described in Sections 4 of this Appendix - “Scaleflex Support Policy”.

e. “Service Credit” means the amounts that Scaleflex may credit to Customer for one or more SLA Failures as set out herein.

f. “SLA Failure” means any failure by Scaleflex Technology to attain an SLA in a calendar month that is not caused, directly or indirectly, by a Scaleflex Technology Exclusion.

g. “Scaleflex Technology Exclusion” has the meaning set out in Section 6 of this Appendix - “Scaleflex Support Policy”.

h. “Scaleflex Technology SLA Support Channels” means the email address at SLA@scaleflex.com.

i. “Data Durability” means the ability to keep the stored data consistent, intact without the influence of bit rot, drive failures, or any form of corruption.

2. Scaleflex' Support Limitations

a. Scaleflex shall provide Customer with STANDARD technical support SLA to all Commercial plans, except for Free plan.

b. Scaleflex shall provide Customer with ‘Best Efforts’ technical support and no SLA to Trial, Free plan and any special online deals coupon unless a different level of support is stated in the online deals terms and conditions.

c. Scaleflex will provide Customer with technical support in English language to all plans and may eventually support additional languages like French, German or Spanish.

3. Scaleflex’ Support Obligations

a. Scaleflex shall provide Customer with technical support during Business Hours defined as:

i. Monday through Friday 9am to 5pm Central European Time for Standard Plan

ii. Monday through Friday 4am to 11pm Central European Time for Advanced Plan

iii. And 24/7 for Premium Plan.

b. Depending on the Support Plan agreed (Standard, Advanced or Premium), Support will be provided through email/ticket and/or chat and may include access to a named support engineer. For general issues and inquiries, Scaleflex guarantees a response time of 24 Business Hours, and for degraded service of the Scaleflex Technology, Scaleflex guarantees a response time of 4 hours during Business Hours.

c. In the event the Scaleflex Technology becomes unavailable for more than 5 consecutive minutes (“Services Outage”), Customer will have access to 24×7 email support with a guaranteed response time of 1 hour. Scaleflex Technology shall provide Customer from time to time with standard operating procedures for implementing the technical support. These procedures may be modified at Scaleflex’ discretion, with thirty (30) days prior written notice to Customer.

d. Support Level available:

4. Monthly Availability SLA

a. Scaleflex will use commercially reasonable efforts to make the Scaleflex Technology available with a Monthly Availability Percentage of at least 99.90% in any calendar month during the Term (the “Monthly Availability SLA”).

b. Scaleflex Technology Upgrades and Scheduled Downtime. Scaleflex may, at its discretion modify the Scaleflex Services, which may require a period of unavailability of the Scaleflex Technology Service. Scaleflex will use commercially reasonable efforts to limit such unavailability to under 4 hours and to provide 72-Hours’ notice to Customer of such unavailability (“Scheduled Downtime”).

c. If Scaleflex fails to meet the Monthly Availability SLA in any month during the Term for reasons other than an Scaleflex Technology Exclusion, Scaleflex will credit to Customer a Service Credit in an amount that is up to 10% of the Fees received by Scaleflex for that month per the procedures in section 5 of this Appendix - “Scaleflex Support Policy”.

5. Credit Request and Reimbursement Procedures

a. To receive a Service Credit, Customer must submit a claim to Scaleflex Technology through the Scaleflex Technology SLA Support Channels. To be eligible, the Service Credit claim must be received by Scaleflex within the calendar month subsequent to the SLA Failure and must include:

i. the applicable calendar month and the specific date, time (including time zone), duration, and services impacted in respect of each alleged incident that contributed to an SLA Failure in respect of which the claim is made;

ii. the affected Customer Account; and

iii. documented evidence that corroborates Customer’s claimed incident that contributed to an SLA Failure (any confidential or sensitive information in these logs should be removed or replaced with asterisks).

b. Notwithstanding anything in this Appendix - “Scaleflex Support Policy”, any failure by Customer to provide sufficient details and other information to confirm and corroborate the Service Credit claim as required above will disqualify Customer from receiving a Service Credit for such claim.

c. If a Service Credit claim is made in accordance with this Section 5 and Scaleflex has confirmed that a SLA Failure has occurred, then Scaleflex will apply the Service Credit against the Fees payable by Customer for the subsequent month following the month in which the Service Credit claim was confirmed.

d. Except as expressly set out herein, a Service Credit will not entitle Customer to any refund or other payment from Scaleflex. Customer’s sole and exclusive remedy for any SLA Failure is the receipt by Customer of a Service Credit (if eligible) in accordance with the terms of this Appendix - “Scaleflex Support Policy”.

6. Scaleflex Technology Exclusions

No failure by Scaleflex Technology to attain a SLA will be considered an SLA Failure and no Service Credit will be provided in respect of such failure, if such failure to attain an SLA is caused, directly or indirectly, by (each, a “Scaleflex Technology Exclusion”):

a. FREE, STARTUP and PRO Plans

b. Scheduled Downtime;

c. any actions or omissions of Scaleflex Technology when complying with the request or acting under the direction of Customer;

d. access or use of the Scaleflex Technology by Customer, Agents, or End-Users contrary to this Agreement;

e. Customer’s breach of this Agreement;

f. Customer’s untimely response, or non-response, to incidents that require Customer’s participation (including participation in the source identification or resolution of incidents), as determined by Scaleflex;

g. failures, degradations, or fluctuations in electrical, connectivity, network, or telecommunications equipment or lines, including failures, degradations, or fluctuations caused by Customer’s conduct or circumstances beyond Scaleflex’ control;

h. Customer’s or a third party’s equipment, software or other technology, including Third Party Services, not within the sole and exclusive control of Scaleflex;

i. the limitation or suspension of the Scaleflex Technology due to circumstances reasonably believed by Scaleflex to be a significant threat to the normal operation of the Services, Scaleflex platform, the operating infrastructure, the facility from which the Services, Scaleflex Technology, are provided, or the integrity of Service Data (e.g., a hacker or a virus attack);

j. modifications to the Scaleflex Services not made or authorized by Scaleflex in writing, including custom HTML, CSS, or JavaScript;

k. the unavailability of components of the Scaleflex Technology which are not essential in the delivery of Scaleflex Services messages between Customer’s application and Agents and/or End-Users, such as, but not limited to Scaleflex Website, reporting services, or administration tools;

l. the unavailability of “alpha”, “beta”, “Early Access Program,” “trial” features, Additional Features, or features released for testing purposes;

m. caused by Internet access or related problems beyond the demarcation point of Scaleflex;

n. arising from Scaleflex’ suspension or termination of Customer’s right to use the Scaleflex Technology; or

o. denial of service attacks, natural disasters, changes resulting from government, political, or other regulatory actions or court orders, strikes or labour disputes, acts of civil disobedience, acts of war, and other events beyond Scaleflex’ reasonable control.

7. Data Durability

The data security of your files will be ensured by Scaleflex's data durability. Every day, every piece of digital content that is added to Scaleflex is backed up in two different ways: Data Replication Service (“DRS”) and Data Backup Service ("DBS").

1. Data Replication Service (“DRS”) - Scaleflex offers a Data Replication Service in at least two datacenters to protect clients against a significant incident or outage inside a datacenter. In accordance with the DRS methodology, Customer acknowledges that if a user deletes an asset, it will be erased from both locations and will be irretrievable. In order to be in full compliance with the General Data Protection Regulation ("GDPR"), Scaleflex will not keep the data for longer than the period stipulated in the Data Privacy policy.

2. Data Backup Service ("DBS") - Customer may subscribe to the Data Backup Service if the Data Replication Service is deemed to be insufficient or inadequate. Scaleflex will keep and preserve all digital media posted to its environment as per subscription for up to ninety days from the date of upload. The DRS data retention term (between 30 and 90 days) must be specified in advance. Customer agrees that the General Data Protection Regulation ("GDPR") does not apply to DBS. In the event of a system-wide disaster, we expect to restore a backup within one business day.

8. Modifications

You acknowledge that Scaleflex may modify the support services it offers under these terms at any time. Customer shall be advised of any changes to support at least 15 days prior to their implementation. Scaleflex will ensure Customer the same service quality at a minimum; otherwise, the modification must be discussed and agreed upon.

Introduction

Scaleflex SAS (“Scaleflex”, "Cloudimage", "Filerobot") uses certain sub-processors (including members of the Scaleflex Group and third parties, as listed below), subcontractors and content delivery networks to assist it in providing the Scaleflex Services as described in the Terms of Use.

What is a Sub-processor

A sub-processor is a third party data processor engaged by Scaleflex, including entities from within the Scaleflex Group, who has or potentially will have access to or process Service Data (which may contain Personal Data). Scaleflex engages different types of sub-processors to perform various functions as explained in the tables below. Scaleflex refers to third parties that do not have access to or process Service Data but who are otherwise used to provide the Services as “subcontractors” and not sub-processors.

Due Diligence

Scaleflex undertakes to use a commercially reasonable selection process by which it evaluates the security, privacy and confidentiality practices of proposed sub-processors that will or may have access to or process Service Data.

List of sub-processors

You will find below the list of our suppliers, which qualify as data sub-processors. We have signed DPAs with all of them and are keeping this list up-to-date.

This Cookies and Similar Technologies Policy (this “Policy”) provides you with general information about cookies and similar tracking technologies (collectively, “Tracking Technologies”) as well as how and for what purposes Scaleflex SAS and its affiliates (“Scaleflex”, “we”, “us” or “our”) use such Tracking Technologies on the Scaleflex website (“Website”).

Please take the time to read this Policy. If you have questions or comments, you are welcome to contact us at: privacy@scaleflex.com.

What Are ‘Cookies’?

Cookies are small files with pieces of information, normally consisting of just letters and numbers, which websites use when users visit them.

Software on the users’ devices (for example, a web browser) can store cookies and send them back to the website the next time they visit, to make a specific function of the website work and to provide information about the user’s activities on the website.

For What Purposes Are Cookies Being Used?

Cookies are used in numerous ways. For example, when analysing traffic to a website or tracking users’ browsing behaviour.

Cookies are widely used as they allow a website to recognize a user’s device. Cookies and other similar technologies help websites to remember the visitors and their activities, for example, the user’s login details, or the goods users wish to buy when they add goods to their online basket or proceed to the checkout on an internet shopping website.

What Are ‘Session’ and ‘Persistent’ Cookies?

“Session Cookies” are removed from your device once you close your browser session.

“Persistent Cookies” last for longer periods on your device – after you close your browser session.

A user can delete previously set persistent cookies manually or configure the browser settings to delete cookies, as further described below.

What Are ‘First-party’ and ‘Third-party’ Cookies?

First-party cookies are set directly by the website that the user is visiting. For the purpose of this Policy, these are cookies that are set directly by this Website.

Third-party cookies are set by a domain other than the one visited by the user. For the purpose of this Policy, these are cookies that are set by service providers of this Website.

What Are ‘Similar Technologies’?

Functions usually performed by a cookie can be achieved by other means. This could include, for example, using certain characteristics to identify devices so that visits to a website can be analysed.

Any technology that stores or accesses information on the user’s device is relevant for this purpose, and therefore it includes, for example, HTML5 local storage, Local Shared Objects and fingerprinting techniques.

Additionally, technologies like scripts, tracking pixels and plugins, wherever these are used – are also considered as similar technologies. For example, many companies, including us, conduct electronic marketing and incorporate a tracking pixel in email messages. The pixels record information including the time, location and operating system of the device used to read the email.

Does Scaleflex Use Tracking Technologies?

Yes, we do.

We use both Session Cookies and Persistent Cookies as part of your experience on this Website so that we can facilitate the use of the Website’s features and tools, keep track of your preferences, improve your experience with our Website, for web analytics and for marketing purposes.

Some cookies are strictly essential for the operation of this Website while other cookies help to improve our services and marketing activities. The same rule goes for all Tracking Technologies that we use.

When a Tracking Technology contains personal data, then the Scaleflex Privacy Policy applies as well.

Does Scaleflex Need to Obtain My Consent for Using Tracking Technologies?

Yes, however only with respect to the Tracking Technologies that are not strictly essential for the operation of this Website. For essential Tracking Technologies Scaleflex does not need your consent.

If you do not agree to accept our cookies or other Tracking Technologies that are not strictly essential for the operation of this Website, we will make commercially reasonable efforts to provide you with as similar level of services as we can.

Can I Manage My Tracking Technologies Preferences?

Every browser allows you to manage your Tracking Technologies preferences, usually found in the “Help” or “Settings” sections of the web browser.

Here are some links to some commonly used web browsers: (a) Google Chrome; (b) Microsoft Edge; (c) Mozilla Firefox; (d) Microsoft Internet Explorer; (e) Opera; (f) Apple Safari.

You can turn off certain third party targeting or advertising cookies by visiting the following link: Network Advertising Initiative.

To find out more about cookies, including how to see what cookies have been set, you can visit the following websites: www.aboutcookies.org and www.allaboutcookies.org.

Some web browsers offer a “Do Not Track” (“DNT”) signal. A DNT signal is an HTTP header field indicating your preference for tracking your activities on our services or through cross-site user tracking. This Website does not respond to DNT signals.

Will We Change This Policy?

We update this Policy, when needed. Every time we will change this Policy, we will post a notice on this Website if our policy update includes substantial changes and obtain your consent once again, where required under applicable laws.

Notice of Solution Rebranding (added on 01.01.2025)

Scaleflex has rebranded several of its solutions effective 2024. By acknowledging this communication, the customer agrees and confirms their understanding of the following rebranding changes:

• Filerobot is now referred to as Digital Asset Management (“DAM”).

• Deepsignals is now referred to as Visual AI.

• CMS-light is now referred to as Portals.

• Cloudimage is also referred to as Dynamic Media Optimization (“DMO”).

Please update any references to these solutions accordingly in your internal documentation and communications.

1. Introduction

Welcome to Scaleflex, a cloud-based Video Experience platform solution (the “Services”, as more fully described below). The Service is owned and operated by Scaleflex SAS and these Terms of Use will govern the relationship between you and Scaleflex SAS, or the Scaleflex SAS subsidiary from which you are acquiring (directly or through an authorized distributor or reseller) the Services, as applicable (“Scaleflex“).

PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS (THE “TERMS” OR “TERMS OF USE“), BECAUSE THEY, ALONG WITH OUR PRIVACY POLICY AND OUR DMCA COPYRIGHT POLICY, CONSTITUTE A BINDING AGREEMENT BETWEEN YOU, THE INDIVIDUAL OR THE ENTITY ACCESSING OR USING THE SERVICE, AND SCALEFLEX. BY ACCESSING THE SERVICE OR BY USING IT IN ANY MANNER, YOU SIGNIFY YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICE.

Scaleflex may revise these Terms from time-to-time. Revised terms and conditions will apply to the use of this website and the Services from the date of the publication of the revised terms and conditions on this website. Scaleflex will post a notice on the website, newsletter and/or per email to You 14 calendar days prior to such change. In any event, we recommend that You often review this page to verify that You are familiar with the most recent version. Should any conflict between the Terms of a signed quote, SOF, or MSA (if present) and the standard Service Terms and Conditions, both parties agree to refer to the Service Terms and Conditions Article 12, paragraph 2.

2. Privacy

3. The Services

The Services consist of an online image and video management platform and offer a feature-rich solution for websites’ and applications’ use of images and videos.

From time to time, Scaleflex may modify or enhance the Services, and may offer additional tools and features, free-of-charge or subject to additional fees. The additional tools and features may be governed by additional or different terms of service.

Any information and/or User Content provided by You through the Services may contain links to Assets on third party websites that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, we will not and cannot censor or edit the content of any third-party site. By using the Services, You expressly acknowledge and agree that we shall not be responsible for any damages, claims or other liability arising from or related to Your use of any third-party website, and/or for any loss, unintended change, corruption and/or damage to your information, data and/or Origin Assets, and/or User Content.

4. Fees and Payments

All Cloudimage ROCKET, ENTREPRISE and Filerobot ENTERPRISE Subscriptions are based on a minimum 12-month commitment. You agree that the purchased ROCKET and ENTERPRISE Plan will be applied as such on Your Subscription, and that no downgrade to lower Plan will be possible until the end of the contract. In case of a renewal or an upgrade of the Subscription, the 12-month commitment will start from the new contract start date. If Customer purchases the STARTUP or PRO plan with annual pricing, it is understood that the commitment will be for a 12-month period, and payment must be made in full at the start of the contract, with no refund possible.

All prices are exclusive of value added tax (VAT) and other government taxes, banking fees, and regulatory fees that have been or are later imposed. Each Party agrees to pay any tax assessed to it by a competent tax authority. Customer shall remit payment in full to Scaleflex regardless of any taxes that are required to be deducted or withheld.

Payments must be made in a timely manner in compliance with the following payment schedule: up to fifteen (15) calendar days after the issuance of an invoice for card and direct debit payments and thirty (30) calendar days for bank invoices; Upon failure to make any payment within thirty (30) days of the invoice issuance date, a last reminder will be sent by Scaleflex and if your invoice is not paid within seven (7) days, We will disable your Service and/or terminate Your Plan. This right of suspension will not limit any other of our rights or remedies related to Your failure to pay. In the event You fail to pay an invoice in time and/or in full, You shall be liable for a late fee equal to forty (40) Euros per unpaid invoice and three (3) times the French rate of interest of due amount for each calendar day of the delay until offset of the debt. You herewith agree to waive any and all rights and further agree to refrain from initiating any claims, actions or proceedings against Scaleflex, its affiliates parties, partners, its officers, directors, employees, and agents in case of non-payment.

5. Plan Overuse

Scaleflex tracks Your Asset Cache, Storage, Users, CDN Traffic, and all other Add-Ons metrics on a daily basis.

In case of a multi-month, annual or multi-year subscription, if Your Asset Cache, Users, Storage, or CDN Traffic consumption exceeds Your subscribed Plan’s allowances will result in a premium charge proportional to Your overuse at the next monthly billing event according to the Overuse Cost.

6. License To Use The Services

6.1 Rights We Grant You

Unless otherwise stated, Scaleflex and/or its licensors own the intellectual property rights of the website and the Services. You or the respective right holder, holds any and all rights to the Origin Asset and the User Content, and Scaleflex does not own any rights to the Origin Asset, the User Content and the Transformed Asset except for the rights to provide the Services to You as explicitly stated below. You are granted a personal, worldwide, non-sub-licensable, non-assignable, revocable, non-exclusive license to access and use the Services. Subject to the license below, all these intellectual property rights are reserved. This license is for the sole purpose of letting You use and enjoy the Services in a way that these Terms and our usage policies allow. Any software that we provide You may automatically download and install upgrades, updates or other new features. You may be able to configure new features from Your Console. You may not copy, modify, distribute, sell or lease any part of our Services unless otherwise agreed, nor may you reverse engineer or attempt to extract the source code of that software, unless applicable laws prohibit these restrictions or you have our written permission to do so.

6.2 Rights You Grant Us

You must not: a) republish material from the Scaleflex Websites (including republication on another website); b) sell, rent or sub-license material from the Scaleflex Websites; c) reproduce, duplicate, copy or otherwise exploit material on the Scaleflex Websites for a commercial purpose; d) redistribute material from the Scaleflex Websites (except for content specifically and expressly made available for redistribution) e) use a token which was not assigned to You by Scaleflex for Your own use; doing so may result in the suspension of Your account.

7. User Content And Acceptable Use

7.1 User content

In these terms and conditions, “User Content” means the collection of digital Asset material You provide to Scaleflex for storage, applying Transformations, Caching and delivering over CDN. You retain all rights in the media Assets You upload to the Services and grant Scaleflex a worldwide, non-exclusive, royalty-free license to host, store, transform and distribute the User Content, solely in the course of providing the Services. You must not submit any User Content to Scaleflex that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

Scaleflex respects the copyrights of its users and any other person. If you believe that your copyrights are abused on the Service, please send us a written notification at: privacy@scaleflex.com (“DMCA Notice”). Scaleflex will act in accordance with the Scaleflex DMCA Copyright Policy (https://legal.scaleflex.com/general/dmca-copyrights-policy) in any Contributed Content that is alleged to infringe the copyright of any third party.

Scaleflex may report any Contributed Content and share user identifiable information, if Scaleflex believes, in its sole discretion, that such content is illegal or abusive or may violate any third party rights.

Scaleflex respects the rights of its users and any other person. If you believe that any of your rights, other than copyrights, are abused on the Service, please contact Scaleflex at: privacy@scaleflex.com. Scaleflex may ask you to provide additional information to process your complaint. Scaleflex will make reasonable efforts to review your complaint and respond promptly. Scaleflex will not respond to anonymous complaints.

Scaleflex may remove any Contributed Content if Scaleflex believes, in its sole discretion, or receives a notice, other than DMCA Notice, from a third party, that such content may violate any third party rights. Prior to removing the said content, Scaleflex will block access to it and provide you a 5 day prior notice before removing the said content without maintaining any backup copy. If Scaleflex receives a legally enforceable court order or the fraudulent content is deemed unethical, the notification period will be shortened to 48 hours.

7.2 Acceptable use

You must not use the Services in any way that causes, or may cause, damage to us or to any third party or impairment of the availability or accessibility of the Services; or in any way that is unlawful, illegal, fraudulent, exploitive of children, invasive of privacy, false, misleading, deceptive, or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity, or includes viruses, corrupted data, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or other harmful, disruptive, or destructive files. You shall be solely responsible for your own User Content and the consequences of posting them. Because Scaleflex is only acting as a repository of data, user submitted information does not necessarily represent the views or opinions of Scaleflex, and Scaleflex makes no guarantees as to the validity, accuracy or legal status thereof. In connection with User Content and everything You send, You affirm, represent, and/or warrant that: (i) You own or have the necessary licenses, rights, consents, and permissions to use and authorize Scaleflex to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all your User Content to enable the Transformation in the manner contemplated by the Services and these Terms; (ii) You have the written consent, release, and/or permission of each and every identifiable individual person in the User Content to enable use of the User Content in the manner contemplated by the Services and these Terms. Scaleflex reserves the right to remove any information and User Content without prior notice. Scaleflex may also terminate a user's access to the Service, if they are determined to be a repeat infringer, or for any or no reason. Scaleflex may remove such information and data and/or User Content, and/or terminate Your access for uploading such User Content in violation of these Terms at any time, without prior notice and at its sole discretion.

8. Compliance with third-party Data-center and Content Delivery Network’s Acceptable Use Policies (AUPs)

By accepting these Terms, You agree to comply with the AUPs of the Data-center and Content Delivery Networks (CDN) used by Scaleflex’s solutions:

9. AI and Machine Learning model training

Usage Data and Customer Content may be used to develop, train, or enhance artificial intelligence or machine learning models that are part of Scaleflex’ products and services, including third-party components of the Product, and Customer authorizes Scaleflex to process its Usage Data and Customer Content for such purposes. However, (a) Usage Data and Customer Content must be aggregated before it can be used for these purposes, and (b) Scaleflex will use commercially reasonable efforts consistent with industry standard technology to anonymize Usage Data and Customer Content before such use. Nothing in this section will reduce or limit Scaleflex’ obligations regarding Personal Data that may be contained in Usage Data or Customer Content under Applicable Data Protection Laws. Due to the nature of artificial intelligence and machine learning, information generated by these features may be incorrect or inaccurate. Product features that include artificial intelligence or machine learning models are not human and are not a substitute for human oversight.

10. Disclaimer Of Warranty

YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED FOR USE “AS IS”, WITHOUT ANY WARRANTIES OF ACCURACY, RELIABILITY, LIKELY-RESULT, MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR IT BEING UP-TO-DATE. USE OF THE SERVICES IS AT YOUR SOLE AND EXCLUSIVE RISK.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SCALEFLEX AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SERVICES, THE ACCURACY, RELIABILITY, ADEQUACY OR COMPLETENESS OF THE SERVICES OR ANY OTHER MATERIAL PROVIDED BY ANY LINK TO ANOTHER WEBSITE OR SERVICE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, QUALITY, LIKELY-RESULT, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE SERVICES WHETHER MADE BY SCALEFLEX AND ITS AFFILIATES’ EMPLOYEES OR OTHERWISE, WHICH IS NOT CONTAINED IN THESE TERMS, WILL BE DEEMED TO BE A WARRANTY BY SCALEFLEX OR ITS AFFILIATES FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF SCALEFLEX OR ITS AFFILIATES WHATSOEVER.

11. Service Availability

Scaleflex provides standard SLAs and Support levels based on Your Plan.

12. Term or Termination

These Terms commence on the date You first accept it and continue until all subscriptions hereunder have expired or have been terminated. Each Term shall automatically renew for a subsequent period of the same length as the initial Term unless either party gives the other written notice of termination at least sixty (60) days prior to expiration of the current term.

In the event of a conflict between the special conditions included in the signed quote or Service Order Form ("SOF") or the signed Master Service Agreement ("MSA", if present) and the standard Service Terms and Conditions, the special conditions included in the signed quote or SOF shall take precedence, followed by the signed MSA.

A Party may terminate these Terms (i) for cause upon sixty (60) days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iii) upon sixty (60) days written notice or (iv) otherwise as mentioned in the present Terms. In case of termination before the end of a multi-month, annual or multi-year subscription, You agree to pay Your entire Subscription until the end of the term, unless Scaleflex does not respect the committed SLA. In this event, you will be reimbursed for the remaining period of subscription.

13. Termination Transition Period

Unless otherwise directed by Customer, commencing: (i) three (3) months prior to the expiration of the Agreement; (ii) upon any notice of termination or non-renewal of the Agreement; or (iii) three (3) months prior to any other ceasing of Service under the Agreement, and continuing for a period defined in the Termination Transition Plan but in no event less than four (4) months following the expiration or termination of this Agreement (unless a shorter time period is requested by Customer), Scaleflex will continue to provide the Services (including the Termination Assistance Services) as requested by Customer. After such four (4) month period (or such shorter time period as requested by Customer), unless otherwise directed by Customer, Scaleflex shall provide extensions of the Services (including the Termination Assistance Services) as requested by Customer in serial thirty (30) day extension terms for up to an additional two (2) months (such period, the “Termination Transition Period”). The entire duration of the Termination Transition Period must not exceed six (6) months, and Customer will be responsible for all costs. In addition to the Services as set forth in this Agreement, the Termination Assistance Services shall include, at a minimum, providing and maintaining current services until transition to a new solution, providing online technical support, cooperating with Customer or its designated vendor in developing required interfaces (any additional cost being supported by Customer), and such other services as shall be necessary or appropriate to facilitate, without material or extended interruption to the Services, the orderly transition of the Services Customer or its new provider of services in accordance with Scaleflex’ best practices. Customer shall have the same rights as provided in Section 7.1 during the transition period as it does during the Term.

14. Infrastructure Health Management

In a continuous commitment to provide the most reliable and efficient services, Scaleflex will carry out routine maintenance checks and cleanups to maintain the health of its infrastructure. In the case that a token has not received any traffic for forty-five (45) consecutive days, Scaleflex will notify you through email that the token is at risk of being deleted. You will have a grace period of fifteen (15) days to respond and cancel the automated process; otherwise, the token will be removed.

15. Limitations Of Liability

SCALEFLEX AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGE, COSTS, EXPENSES AND PAYMENTS OR FOR ANY LOSS OF PROFIT OR LOSS OF DATA, EITHER IN TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), CONTRACT (INCLUDING PRE-CONTRACTUAL STATEMENTS), STRICT LIABILITY, STATUTORY LIABILITY OR IN ANY OTHER CAUSE OF ACTION, ARISING FROM, OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER OR NOT SCALEFLEX OR ANY SUCH AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, LOSS, COSTS, EXPENSES OR PAYMENTS.

SCALEFLEX AND ITS AFFILIATES’ AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS OR CAUSES OF ACTION ARISING UNDER THESE TERMS OR OR IN CONNECTION WITH THE SERVICES, WHETHER ARISING OUT OF BREACH OF CONTRACT (INCLUDING PRE-CONTRACTUAL STATEMENTS), TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTORY LIABILITY OR ANY OTHER CAUSE OF ACTION, SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY RECEIVED BY SCALEFLEX FROM YOU DURING THE TWELVE (12) MONTHS BEFORE THE OCCURRENCE OF THE EVENTS GIVING RISE TO SUCH LIABILITY.

NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, SCALEFLEX WILL NOT EXCLUDE OR LIMIT ITS LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE; FRAUD OR FRAUDULENT MISREPRESENTATION; OR ANY OTHER LIABILITY WHICH MAY NOT BE LIMITED UNDER APPLICABLE LAW.

16. Indemnity

You agree to defend, indemnify and hold harmless Scaleflex and its affiliates, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Services; (ii) your violation of any term of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Content caused damage to a third party. This defence and indemnification obligation will survive these Terms and your use of the Services.

17. Amicable Dispute Resolution Process

In the event of a dispute arising out or in connection with the Terms including any question regarding its existence, interpretation, validity or termination prior any judicial action, the parties shall use their best endeavors to try to resolve the dispute amicably within an agreed timeframe. This amicable dispute resolution process (i) shall not be interpreted as preventing any party to ask a court of competent jurisdiction to order all injunctive relief, interim and provisional measures that may be necessary in the circumstances and (ii) shall not restrain Scaleflex to suspend or discontinue in whatever manner the provision of and/or access to the Services.

18. Exceptions

Nothing in this website disclaimer will exclude or limit any warranty implied by law that it would be unlawful to exclude or limit; and nothing in this website disclaimer will exclude or limit Scaleflex’s liability in respect of any: a) death or personal injury caused by Scaleflex’s negligence; b) fraud or fraudulent misrepresentation on the part of Scaleflex, or c) matter which it would be illegal or unlawful for Scaleflex to exclude or limit, or to attempt or purport to exclude or limit, its liability.

19. Reasonableness

By using the Services, You agree that the exclusions and limitations of liability set out in this website disclaimer are reasonable. If You do not think they are reasonable, You must not use this website.

20. Assignment

The benefit of this Agreement shall not be assigned by either Party without the other Party’s written consent which is not to be unreasonably withheld and may be given subject to reasonable conditions as a prerequisite to such assignment. By exception, the Parties may freely transfer this Agreement to a company of its group, in particular in the context of an internal reorganization and/or restructuring. However and throughout the duration of the contract, You may request that Scaleflex add a new feature for which we do not have an available in-house developer. In this instance, if Scaleflex agree to deliver the appropriate functionality and achieve our obligations, we reserve the right to outsource the development. For the avoidance of doubt, a change in ownership or control of Scaleflex does not amount to an assignment for the purposes of this clause.

21. Severability

If a provision of these Terms is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

22. Confidentiality

The terms of this Agreement are confidential and the parties may not disclose any of its terms except (i) insofar as necessary to carry out the terms of this Agreement, (ii) with officers, employees, and representatives with a need to know such information in order to perform services pursuant to this Agreement, or (iii) as may be required by law. The terms of this paragraph will survive termination of this Agreement for any reason.

23. Fight Against Corruption

Scaleflex acknowledges that it is aware of the rules set out by You regarding the prevention and fight against corruption and undertakes, on behalf of both itself and all persons under its responsibility or acting in its name and on its behalf, throughout the term of performance of this Agreement, to comply with:

• the rules laid down therein; and

• all international and local laws, regulations and standards relating to the fight against corruption applicable to it.

Scaleflex warrants that neither it nor any person under its responsibility or acting in its name or on its behalf, has granted or will grant any offer, remuneration or payment or benefit of any kind, constituting or capable of constituting an attempted or actual act of corruption, directly or indirectly, for or in consideration of the award and/or performance of this Agreement.

Scaleflex undertakes to inform You, without delay, of any information brought to its knowledge and which may constitute a breach of this clause.

You reserve the right to request that Scaleflex communicate to it any elements it deems to be useful to establish that the latter has complied throughout the term of this Agreement with the laws and regulations related to the fight against corruption.

Scaleflex undertakes to provide any assistance necessary to You to respond to a request from a duly authorized anti-corruption authority.

Any breach by the Scaleflex of the provisions of this section shall be deemed to be a material breach allowing You to terminate this Agreement without notice or compensation, subject to all damages which You may claim as a result of such breach.

24. Law and jurisdiction

These Terms are subject to the law of France and any disputes relating to these Terms will be subject to the exclusive jurisdiction of the applicable courts of Paris, France.

25. Contact

26. Publicity

You agree that Scaleflex may reference and use Your name, logos and trademarks in Scaleflex marketing and promotional materials, including, but not limited to the Scaleflex Websites, solely for purposes of identifying You as a customer of Scaleflex. Otherwise, neither party may use the trade names, trademarks, service marks, or logos of the other party without the express written consent of the other party.

27. Electronic Signature

The Parties agree to execute this Agreement exclusively by means of secured electronic signature proceedings, in accordance with current regulations, intended to authenticate the identities of the signatories and to guarantee the integrity of this Agreement in an electronic format. The Parties agree that the electronic signature expresses their consent for this Agreement to be legally binding to the Parties and to constitute proof in an equally valid manner as a paper document bearing a handwritten signature.

In witness whereof, the Parties hereto have caused the Agreement to be executed by their duly authorized representatives.

Copyright © 2025 Scaleflex SAS. All rights reserved. Nothing from the present document and its terms and conditions may be copied, distributed, reproduced, displayed and/or used, etc., in any manner and/or any format without the explicit prior written approval from Scaleflex. Scaleflex is a service provided by Scaleflex SAS, a French limited liability company headquartered at 53, Chemin de Beauregard, 38330 Saint-Nazaire-Les-Eymes, France.

• RCS / SIREN: Grenoble B 835053026 | Intra-community VAT number: FR36835053026

• Hosting provider: OVHCloud

1. Shopify App Privacy

The Filerobot x Shopify Connector, referred to as "the App," seamlessly integrates Filerobot with Shopify, known as "the Service," catering to merchants utilizing Shopify for their online stores. This Privacy Policy outlines the process of collecting, utilizing, and sharing personal information when you install or use the App in conjunction with your Shopify-powered store.

For the global privacy and policy please navigate to the parent page.​

1.1 Personal Information collection by the App

Upon installing the App, certain information from your Shopify account will be automatically accessible to us:

• Your merchant store URL / ID


• Your products IDs and Image Assets

1.2 Utilization of your Personal Information

We gather those personal information to provide the Service and operate the App. Furthermore, we use this data to:

• Distinguish product image data between merchants


• Change image URLs to Filerobot's image URLs

• Optimize user experience

1.3 Your Rights

If you are a European resident, you have the right to access, correct, update, or delete the personal information we have about you. For this, please reach out to us through the provided contact information below. Additionally, if you are a European resident, note that we process your information to fulfil contracts with you (e.g., orders) or pursue our legitimate business interests.

1.4 Changes to Privacy Policy

To reflect changes in practices or for operational, legal, or regulatory reasons, we might update this privacy policy periodically.

1.5 Contact Information

For inquiries about our privacy practices specifically related to the use of our Shopify connector App, as well as questions or complaints, please reach out using the following:

Email: hello@scaleflex.com​

Please familiarize yourself with this Global Privacy Policy. This Global Privacy Policy is formally reviewed annually and is updated as often as necessary. Updates will be posted publicly on the Website. If we make substantive changes to the purposes and policies set out here, we will update this page and we will inform Product Users by email or in-application notification.

This Global Privacy Policy provides information on how Scaleflex handles data as a data controller, meaning all data we process for our own purposes. Where Scaleflex is a processor or a sub-processor of data, that activity is generally governed by a Data Processing Agreement.

1. What We Collect and How We Use It

1.1 Website

When you visit the Website, you are not required to actively provide any information, but we may collect some of your Personal Data and Navigation Information, as set out in Section 1.3 below. We collection some Personal Data, and we may collect some Navigation Information, when you contact us via the Website chat function, sign up to download or receive information from us, or sign up to use our Products. Some information is collected via the Website using cookies. See our Cookies Policy.

1.2 Scaleflex Products

We may collect Personal Data and Navigation Information from Users of our Products to help us provide, administer, and improve our Products. In order to use the Products, you will need to provide your full name and email address to us. To make changes to the permissions you give us, please visit your Scaleflex User profile.

1.3 Collected Data

“Personal Data” refers to any information that can be used to identify you personally. For our purposes, this may include your (first and last) name, email address, User ID, company name, address, phone number and information about you that is publicly available online via sites like Facebook, LinkedIn, Twitter, and Google, data you write in a contact form, your project role, your uploads, your preferences and your account settings.

“Navigation Information” refers to information about your computer, device, visits to the Website, and use of the Products. For our purposes, this includes which website you visited prior to visiting us or which link or campaign you clicked on to reach our website, your IP address, geographical location (city and/or country), browser type and version, ISP information, referral source, length of visits, pages viewed, language preferences and heat mapping.

In some cases Navigation Information may also be Personal Data.

Generally, we may use your Personal Data and Navigation Information for the following purposes:

(a) Personalizing the Website for the legitimate purpose of improving your browsing experience. We retain Personal Data processed for this purpose until your browsing session with us has ended or until such time as you no longer have a profile with us;

(b) Managing your Scaleflex account in performance of our agreement. We retain Personal Data processed for this purpose until we receive an actionable request to delete a User’s Personal Data, or in the case of termination or expiration of our agreement with a customer, we delete Personal Data as agreed in the Terms;

(c) Understanding User preferences for the legitimate purpose of improving our Products. We may retain Personal Data processed for this purpose until you withdraw your consent;

(d) Linking your information to learn your preferences and those of people like you for the legitimate purpose of improving our offerings. We may retain Personal Data processed for this purpose until you withdraw your consent; and

(e) Contacting you for direct marketing purposes. We may retain Personal Data processed for this purpose until you withdraw your consent.

1.4 Supporting Suppliers

The Website and Products integrate some services provided by third parties. We may share some of your information with these suppliers so they can provide their services, including payment processing, removing repetitive information from prospect lists, analyzing data, marketing support, customer and/or User profiling, business development, and customer service.

To ensure that your Personal Data is collected, processed, used, stored, and transferred securely and in accordance with applicable law, Scaleflex uses third parties that provide sufficient guarantees to implement appropriate technical and organizational measures to protect your information. For such third parties that may transfer Personal Data outside the European Economic Area, Scaleflex confirms that it implements appropriate safeguards for such transfers (e.g. EU Standard Contractual Clauses, and binding corporate rules).

Please note, the terms and privacy policies of such third parties may apply to you as well, in particular: Google Analytics, Google Optimize, Google Ads, Google Tag Manager, Google Recaptcha, Hotjar, Twillio, Stripe, Salesforce, Hubspot, Clearbit, and Zendesk. Your acceptance of applicable third party terms is required to access the Website and Products.

Disclaimer: This overview of supporting suppliers provides a current view. Scaleflex strives to keep this list as up to date as reasonably possible.

1.5 Third-Party Websites

The Website and Products may contain links to third party websites. Such links do not amount to an endorsement of such other websites. Scaleflex is not responsible for other websites.

1.6 Social Media Buttons

On our Website we may use the social media plug-ins from Facebook, Twitter, LinkedIn, Vimeo, and YouTube, each marked with its logo. Plug-ins are also used for the embedded video players on our Website. We have implemented these plug-ins using a two-click solution. When you surf on our Website, no information is initially collected by social media plug-ins. if you click on one of the plug-ins or videos will your information be transmitted. When you activate a plug-in, data is automatically transmitted to that provider. These social media platforms have their own data privacy policies.

1.7 Customer Testimonials

1.8 Information of Children

1.9 We Do Not Sell Personal Data

We do not sell your Personal Data.

2. Personal Data Retention and Security

2.1 Retention of Personal Data

We retain Personal Data for as long as we reasonably consider it to be necessary for the purposes for which it was collected, after which time we will delete the information. You can request deletion of your Personal Data as described in Section 3 below.

2.2 Security of Personal Data

Data security is a matter of critical importance. Scaleflex uses a wide range of security measures to safeguard your data against unauthorized access and disclosure and we continually evaluate our security program to ensure its effectiveness. Amazon Web Services provides our servers and maintains them in high-security controlled environments pursuant to the AWS Cloud Security policy.

2.3 Transfer of Personal Data

As an international company with customers and Users worldwide, we may transfer and access Personal Data around the world, including to and from the United States. To comply with applicable law, we maintain strong data protection and privacy controls to protect your Personal Data during cross-border and international transfers, as well as during periods of storage in foreign countries (e.g. EU Standard Contractual Clauses, and binding corporate rules).

We believe that your essential privacy rights are not contingent on your nationality or residency. While applicable law always governs data privacy matters, we intend for this Global Privacy Policy to apply generally to Users and their Personal Data around the world. Nevertheless, privacy law is a constantly changing landscape so we reserve the right to deviate from this Global Privacy Policy where applicable law provides for a different approach.

2.3.1 Data Hosting Locality

Customers who purchase a paid subscription can choose where the image processing and caching will take place. We operate data centers in 3 locations: Canada, France and Singapore. Image processing can be limited to one or more of these data centers upon request. Similarly, customers can request only CDN nodes in specific regions to be used for delivering the images to their end users.

2.4 Required Disclosure of Your Personal Data

We may use or disclose your Personal Data if we reasonably determine that such use or disclosure is necessary to (a) protect our rights, operations, or Users; (b) comply with applicable laws, a valid court order, or other legal process; or (c) otherwise perform our contractual obligations with our customers.

We may transfer the data we control, including Personal Data, in the event of a company reorganization, merger, or sale.

3. Your Data and Your Rights

As a general matter, depending on local data protection laws, you have rights that may include:

Clear information on our processing of your Personal Data;

• Access your Personal Data that we hold, together with the right to have inaccuracies corrected;

• To have your Personal Data delivered to you in a standard electronic format;

• To object to our processing of your Personal Data, and to prevent solely automated decision making or profiling; and

• To restrict our processing of your Personal Data, or have your Personal Data deleted.

3.1 Exercising Your Rights

If you wish to exercise your rights with respect to your Personal Data, you can email your request to privacy@scaleflex.com or send postal mail to:

• Scaleflex SAS

• Attn: Copyright Agent / Legal Team – Privacy

• 53 Chemin de Beauregard

• 38330 Saint-Nazaire-Les-Eymes, France

We will generally respond to your request within 30 days.

If you wish to unsubscribe from an email list, please click the “unsubscribe” link found at the bottom of our emails. If you work for one of Scaleflex’ customers, the best course is to ask the customer to delete your Personal Data. If you want to raise a complaint about the way we process your Personal Data or the way we have handled a request, please contact us. You may file a complaint with the data protection authority of any country where you live or work or where Scaleflex operates.

Product Users can withdraw consent by adjusting their User profile settings in the Products. Please note that the collection, processing, use, sharing, storage, and transfer of your Personal Data may be necessary for you to make use of our services and that Scaleflex customers and Users cannot unsubscribe from important User emails.

4. EU General Data Protection Regulation (GDPR)

The GDPR is a new European privacy regulation which replaces the current EU Data Protection Directive (“Directive 95/46/EC”) on May 25th 2018. The GDPR aims to strengthen the security and protection of personal data in the EU and harmonize EU data protection law. If a company collects, transmits, hosts or analyzes personal data of EU citizens, GDPR requires the company to use third-party data processors who guarantee their ability to implement the technical and organizational requirements of the GDPR.

The GDPR applies to all organizations operating in the EU and processing “personal identifiable data” of EU residents. Personal data is any information relating to an identified or identifiable natural person.

4.1 Data minimisation

According to article 5, clause 1(c) of the GDPR text, Data collected on a subject should be “adequate, relevant and limited to what is necessary in relation to the purposes for which they are processed”

We only collect and store data required for our service to run. We call these data the Service Data. Service Data is any information, including personal data, which is stored in or transmitted via the Scaleflex services, by, or on behalf of, our customers and their end-users.

5. California Consumer Privacy Act (CCPA) Supplement

The CCPA is effective January 1, 2020. If you are a resident of California, this supplement to the Global Privacy Policy sets out additional rights and information for you.

Many obligations under the CCPA are addressed in other provisions of the Global Privacy Policy. This Supplement is meant to fill in the gaps for California residents and the terms used in this Supplement are either defined in the Global Privacy Policy or in the text of the CCPA.

CCPA Consumer Rights

• The right to access, and to know both the categories of personal information and the specific personal information we collect;

• The right to have your personal information deleted, subject to some legal limitations;

• The right to request disclosure of the personal information collected; and

• The right to disclosure of information disclosed for valuable consideration.

Submitting Requests under CCPA

Please be as specific as possible when you exercise your rights under CCPA and submit a request regarding your personal information. Under the CCPA, we are obligated to verify your identify before we process your request.

No Discrimination

Scaleflex will not discriminate against you in pricing, user experience, or any other way for exercising any of your rights under the CCPA.

7. Service Data definition

In order for the Scaleflex Service to function following data are collected:

• Images and image URLs you provide to Scaleflex for processing and delivery

• Analytics about the delivery of the images processed by Scaleflex. These analytics do not contain and process any personal identifiable data

• Access logs on the Content Delivery Networks (CDNs) used by Scaleflex to deliver images to your end users. These logs contain the IP addresses of the end users requesting an image delivered by Scaleflex, which is considered as personal identifiable data according to GDPR and is subject to additional measures to comply with it, outlined in our DPA. The IP address is the only personal information we and our sub-processors process and store temporary in our logging database. We store a pseudonymised version of the IP address for up to in our logging database.

In addition to the data we collect in order to provide our Service to you, we use analytical tools to track the way visitors of the Scaleflex website use the website and aggregate this information in order to improve it. Additional information on the trackers we use can be found in our Privacy Policy.

7.1 Categories of data processed

a) End User Personal Data

Scaleflex processes Personal Data included within Customer Content (“End User Personal Data”) when providing the Services to Customer. Upon the Customer’s choice, End User Personal Data may include data such as:

• Login credentials;

• Subscriber name and contact information;

• Financial or other transaction information;

• Other Personal Data relating to the individual data subject as set by Customer.

b) Logged Personal Data

CDN providers process Personal Data that is included in log files when performing the Services for Customer (Logged Personal Data”). Logged Personal Data is Personal Data logged by CDN Providers' servers, relating to the access to Customer Content over the CDN providers' platform by Customer’s end users, as well as logged personal data associated with user activity and interaction with web and internet protocol sessions transiting CDN providers’ servers as part of a data subject’s session with the Customer’s web property. Logged Personal Data include such data as:

• End user IP addresses;

• URLs of sites visited with time stamps (with an associated IP address);

• Geographic location based upon IP address and location of CDN providers' server;

7.2 Service Data ownership

From a privacy perspective, the customer is the controller of Service Data, and Scaleflex is a processor. This means that throughout the time that a customer subscribes to services with Scaleflex, the customer retains ownership of and control over Service Data in its account.

7.3 Removal and pseudonymization of Service Data

As data processor under GDPR, we are required to offer our customers the option to correct, amend or delete personal data. Our Invalidation API allows you to remove all data related to an image from the Scaleflex (Cloudimage) cache, processing servers and CDN. Personal data (visitor's IP address) is pseudonymised as per the contractual commitments outlined in our DPA.

In addition, we remove the personal data we store according to the following rules:

7.4 Who are Scaleflex’ sub-processors?

Introduction & Business Organization & Supply Chain

This Modern Slavery Statement (“Statement”) is made on behalf of Scaleflex SAS pursuant to Section 54(1) of the UK Modern Slavery Act 2015 and Section 14 of the Australian Modern Slavery Act 2018. Scaleflex SAS is the parent company of 6 direct subsidiaries including Scaleflex Ltd and Scaleflex Inc. (hereinafter collectively referred as “Scaleflex”).

Scaleflex is a global SaaS provider of a Visual Experience platform that offers organizations a smart way to create, find and share creative files and branding materials. As a SaaS company Scaleflex key suppliers consist of (a) data centers that host its platform, (b) other SaaS providers; and (c) suppliers who enable Scaleflex to operate its facilities such as reception and security.

Policies & Training

It is essential for us to highlight the importance of compliance with human rights laws at the very start of the Scaleflex journey of our employees and suppliers. Therefore, as part of our onboarding package, every Scaleflex employee is required to complete a mandatory ethics training highlighting the importance of compliance with human rights laws. Similarly, we expect our key suppliers (i) to have sufficient anti-slavery and human trafficking policies and procedures in place; and (ii) commit to the core values of United Nations Global Compact.

In our employee handbooks and supplier policies, we communicate our values to our employees and suppliers and emphasize that we do not tolerate violations of human rights laws. On a regular basis we review our policies to ensure that they stay up-to-date and compliant with the current legislation and practices.

Due Diligence and Risk Assessment

Next Steps

We are committed to respecting human rights as set out in the UN Guiding Principles on Business and Human Rights, UN Universal Declaration of Human Rights, Core Conventions of the ILO and ILO Declaration on Fundamental Principles and Rights at Work.

Therefore, in addition to the current mechanisms we have, we are in the process of developing a specific anti-slavery and human trafficking module to take place in our ethics/onboarding training. This new module is expected to be published during 2024 and will be mandatory for all employees. Upon incorporation of this module, this Statement shall be updated accordingly.

This Statement shall be reviewed before the end of each financial year and amended as required by any significant changes in the legislation.

Emil Novakov

Chief Executive Officer

This Global Code of Conduct & Ethics (“Code”) is made on behalf of Scaleflex SAS and its subsidiaries (collectively referred to as “Scaleflex” or “we”). Scaleflex is a global SaaS provider of a Visual Experience platform that offers organizations a smart way to create, find and share creative files and branding materials. Scaleflex has eight offices globally and conducts business in six countries.

This Code demonstrates the values Scaleflex holds as a business organization and the minimum standards Scaleflex expects from everyone that we conduct business with.

This Code applies to everyone conducting business with Scaleflex including but not limited to employees, members of the Board of Directors, contractors, officers, partners, consultants or other contingent workers of Scaleflex. If you are conducting business with Scaleflex, it is your responsibility to read, understand, fully acknowledge and adhere to what is stated in this Code and in all other linked policies and documents.

This Code demonstrates the minimum standards that Scaleflex expects from everyone working at or doing business with Scaleflex.

This Code does not change any legal or contractual obligations that you may otherwise have with Scaleflex. Scaleflex reserves the right and has the sole discretion to modify or update this Code at any time.

1. Environmental, Social, Governance

At Scaleflex we align our policies and we use United Nations Sustainable Development Goals (SDGs) as a guideline for our reporting. We have adopted and are implementing a set of policies that clearly focus on the areas that are important for our business and the various stakeholders we interact with. We have developed methodologies that assist us in quantifying and explaining our journey towards achieving our goals in line with the SDGs and have a set of policies and papers on environmental and social fields.

1.1 Environmental

Our business and actions are aimed at reducing the impact on the environment by taking actions aimed at environmental sustainability. By taking climate focused actions, we ensure our suppliers and business operations reduce environmental footprint. Our policies are in line with the following goals:

• Goal 7: Usage of affordable and sustainable energy: we ensure that we minimize the use of energy through the usage of energy efficient equipment. Our heating policy requires that heaters are adjusted temporarily to a minimum of 1 and a maximum of 4.

• Goal 12: Ensure sustainable consumption and production pattern: We are a paperless company. We use our best efforts to make use of local products and suppliers. At our offices we use only reusable cups and glasses.

• Goal 3: Take actions to combat climate change and its impact: IT recycles laptops, we encourage the use of public means of transportation, hybrid work policy.

1.2 Social

We acknowledge the role human and social capital play in our business. We work at improving our business practices to ensure they are equitable and promote growth. We offer a conducive environment for work, provide opportunities for learning and development. We embrace diversity, equity and inclusion and provide a safe environment for work. We ensure that our employees earn a fair and living wage and feel they are a part of the decision-making process of the company. Our policies are in line with these specific targets:

• Goal 3: Provide a healthy and safe environment while undertaking activities/policies that ensure the well-being of all: safety equipment available, provision of social activities like after work hangouts, Bright Funds donation matching platform, Quan and Open up wellbeing platforms, buddy system.

• Goal 4: Learning opportunities for all: We have a thriving L&D department that provides learning and continuous improvement initiatives, LinkedIn Learning.

• Goal 5: Embracing gender equality: DEI committee and initiative to ensure that all Scaleflex Heroes have the freedom to be their true and authentic selves.

• Goal 8: Promotion of inclusion and decent and productive work environment for all: our office is accessible to all and provides all the comfort and ergonomic tools needed for work.

• Goal 11: Make the workspace safe and sustainable: we recycle in line with the local regulations of the locality where our offices are located.

1.3 Governance

Scaleflex is committed to ethics, social benefits and embracing equality in our corporate and management governance structure. We seek to ensure that our actions are anchored in best corporate governance practices by being ethical and responsible. Our governance policies use these goals as standards:

• Goal 12: Ensure sustainable consumption and production patterns: support local suppliers through our purchases.

• Goal 16: promote peaceful and inclusive societies for sustainable development, access to justice for all, effective, accountable and an inclusive institution at all levels: culture council, fair access for promotion, equal opportunity employer and encourage Scaleflex Heroes to engage in voluntary activities.

2. Compliance with Applicable Laws and Regulations

Scaleflex takes compliance with applicable laws and regulations very seriously. Everyone that conducts business with Scaleflex is strictly prohibited from engaging in any unlawful activity.

Scaleflex expects all of its customers, employees and suppliers to comply with applicable laws and regulations and notify Scaleflex in case of any actual or suspected breach of applicable laws.

The areas Scaleflex expects compliance include but are not limited to:

• All anti-bribery laws, including the United States Foreign Corrupt Practices Act (FCPA) and the United Kingdom Bribery Act.

• Antitrust and fair competition laws.

• Labor laws; and

• laws and regulations concerning data privacy and information security.

2.1 Anti-Bribery and Corruption

Scaleflex is committed to complying with all applicable anti-bribery laws and regulations and has no tolerance for bribery, corruption, and all related illegal and unethical business practices. Scaleflex has a Global Anti-Bribery and Corruption policy that demonstrates how Scaleflex upholds the importance of anti-bribery laws and expects full compliance with its Global Anti-Bribery and Corruption Policy without exception.

For more details, please see Scaleflex’ Anti-Corruption Code of Conduct Policy.

2.2 Modern Slavery

We are committed to respecting internationally recognized human rights laws and preventing any violations in our organization’s supply chain.

For more details, please see Scaleflex’ Modern Slavery Statement .

3. Diversity, Equity and Inclusion at Scaleflex

Scaleflex Love is the principle that guides the way we grow our teams, support our employees, and celebrate our differences. At Scaleflex, a diverse, inclusive, and equitable workplace is one where all employees, whatever their ethnicity, color, sex (including intersex status), age, religion, disability, sexual orientation, gender identity or expression, national origin or physical and mental ability are valued and respected.

Our commitment is for all Scaleflex Heroes to have the freedom to be their true authentic selves. Just as we are never finished innovating, Scaleflex’ commitment to being An Even Better Scaleflex is a constant, evolving commitment that includes education, listening, and action. With 17+ nationalities represented across the organization; nurturing diversity is intrinsic to Scaleflex’ culture. By integrating our different points of view, perspectives, and backgrounds, we create an environment that fosters growth and promotes individual wellbeing.

3.1 Equal Employment Opportunity

Scaleflex is an equal opportunity employer. We are committed to complying with all federal, state, national and local laws providing equal employment opportunities, and all other employment laws and regulations. It is our intent to maintain a work environment that is free of harassment, discrimination, or retaliation based on race (including natural hairstyle), color, ancestry, religion (including religious dress and grooming practices), gender, sex (including pregnancy, childbirth, breastfeeding or related medical conditions), sexual orientation, gender identity or expression, transgender (including whether or not you are transitioning or have transitioned), intersex status, national origin, age, marital status, physical or mental disability, medical condition, military or veteran status, or genetic information and other characteristics protected under state, federal or local laws. We want all employees to treat others with respect and professionalism and as such:

• All decisions to hire or promote people are based on skills, experience, and/or potential.

• We strive to reduce bias in every process.

• We commit to equal pay for equal work.

• We will make accommodations to help people with disabilities.

• We conduct diversity and communication training.

• We will not tolerate discriminatory, offensive, or inappropriate behavior.

We ask you to report any discriminatory action against yourself or your colleagues to a member of management, People & Talent, or the Anonymous reporting platform. Scaleflex will not retaliate against anyone who files a complaint or participates in any workplace investigation or complaint process, and will not tolerate or permit retaliation by management, employees, or co-workers.

4. Anti-Harassment and Anti-Bullying

Scaleflex is committed to providing a workplace free from discrimination, harassment, bullying and retaliation. Therefore, Scaleflex will not tolerate harassment of any form based on the following protected categories: race (including natural hairstyle), color, ancestry, religion (including religious dress and grooming practices), gender, sex (including pregnancy, childbirth, breastfeeding or related medical conditions), sexual orientation, gender identity or expression, transgender (including whether or not you are transitioning or have transitioned), intersex status, national origin, age, marital status, physical or mental disability, medical condition, military or veteran status, or genetic information and other characteristics protected under state, federal or local and national laws.

Such conduct in any form is outrightly prohibited in the workplace, at work- related functions, or outside of work if it affects Scaleflex Heroes in the workplace.

We implore all to use common sense to ensure that no actions are perceived as negative and remember that it's not just the intention of the remarks or actions that determine whether harassment has taken place—it is also the impression such remarks or actions make.

Any suspected or actual breach of the above should immediately be reported to Scaleflex’ Anonymous Counselors.

All Scaleflex Heroes must ensure you understand this policy and your obligations.

5. Whistleblower Policy

Scaleflex Heroes are expected to act in an ethical manner in all commitments to Scaleflex. Scaleflex is committed to the highest possible ethical standards and encourages everyone associated with Scaleflex to commit to acting in the best interest of Scaleflex whilst adhering to French, EU and all other applicable local and international laws. Should you suspect fraud, abuse, or misuse of Scaleflex resources or assets, encountered dishonest actions or deeds, suspect a conflict of interest, or any other behavior that violates Scaleflex polices or applicable laws and regulations, you have a responsibility to report the violation or suspected violation to the appropriate person(s) or entities as indicated below. (Complaints of suspected harassment, discrimination or retaliation should be reported in accordance with the procedure outlined in the Policy Against Harassment, Discrimination and Retaliation.)

In addition to suspected harassment, discrimination, or retaliation, examples of other concerns or complaints that should be reported include, but are not limited to:

• Misuse of Scaleflex fund or resources

• Conflicts of interest

• Safety concerns

• Potential illegal conduct

• Acts that threaten or likely to threaten public health

Anyone who reports a violation in good faith will not suffer adverse employment consequences or be disadvantaged with respect to work. Anyone who in any way adversely affects the employment of an employee who raises a good faith complaint or concern will be subject to disciplinary action, up to and including termination of employment.

Employees should report violations or suspected violations to the culture council using the laid down internal reporting procedure. Anonymous reporting is assured and available through the Scaleflex Anonymous reporting procedure. All reports involving a potential violation are treated seriously and will be fully investigated to determine the facts and resolution appropriate under the circumstances and substantive feedback report will be issued.

6. Prohibition of Improper Payments

All Scaleflex Heroes are required to use lawful practices involving payments to customers, political parties, officials, candidates, or governmental authorities. As a result, kickbacks and bribes offered with the intent of inducing or rewarding specific buying decisions or actions are strictly prohibited. No ScaleHero may offer to make direct or indirect payments of value in the form of compensation, gifts or contributions.

For more details, please see Scaleflex’ Anti-Corruption Code of Conduct Policy.

7. Confidential Information and Scaleflex Property Policy

During your relationship with Scaleflex, you may have access to confidential and proprietary data that is owned by Scaleflex or is in Scaleflex’ possession under non-disclosure obligations agreed with third parties. Confidential information and proprietary data are not generally known by competitors or within Scaleflex’ field of business. You will be asked to sign a confidentiality agreement with Scaleflex, which regulates how you treat such information.

This information (hereinafter referred to as “Confidential Information”) includes but is not limited to: (a) information relating to Scaleflex that is not generally known to the public or that constitutes a trade secret; (b) information that is owned, developed or otherwise acquired by Scaleflex, including Scaleflex’ financial data, technical information, systems and use documentation; and (c) other information that would reasonably be considered confidential.

To protect Scaleflex’ interest in this valuable asset, you must:

• Not use any such Confidential Information for your personal benefit or for the benefit of any person or entity other than Scaleflex, and

• Use your best efforts to limit access to such Confidential Information to those who have a need to know it for the business purposes of Scaleflex.

8. Drug & Alcohol and Smoke-Free Policy

Scaleflex is committed to protecting the safety and well-being of all Scaleflex Heroes in our workplace. We recognize that alcohol abuse and drug abuse pose a significant threat to our goals. Scaleflex is a drug-free workplace, which means that you can’t possess, use, sell, distribute, manufacture, purchase, transfer, or cultivate drugs in the office.

Drinking in the office after working hours before the office is closed and during scheduled happy hours is permitted although we ask you to use good judgment and act as a responsible ScaleHero, keeping the drinking after work hours to a minimum.

Scaleflex is a smoke-free environment. Smoking, chewing, use of e-cigarettes/pipes, and other tobacco and nicotine products is not permitted at any time in Scaleflex work areas, vehicles, or client work areas or vehicles.

Any individual who conducts business for Scaleflex or applies for a position with Scaleflex is covered by our drug & alcohol and smoke free workplace policy. Our policy includes, but is not limited to, full- time Scaleflex Heroes, part-time Scaleflex Heroes, volunteers, contractors, interns, and applicants. Our drug- free workplace policy is intended to apply whenever anyone is representing or conducting business for Scaleflex. Therefore, this policy applies during all working hours, whenever an individual is conducting business or representing Scaleflex, and while an individual is on call, on Scaleflex property, and at a Scaleflex-sponsored event.

9. Data Privacy and Security

At Scaleflex, we are committed to protecting the privacy and security of our customers' personal and confidential information. We recognize the importance of data privacy and cybersecurity in today's digital age, and we take the necessary steps to safeguard our customers' information and prevent any unauthorized access, theft, or disclosure.

9.1 Data Privacy

We collect and process personal information in accordance with applicable data protection laws and regulations, including the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). We only collect and use personal information for the purposes for which it was collected only after the proper legal basis has been established.

We take the following measures, amongst others, to protect our customers' personal information:

• Regular security assessments to identify and address potential vulnerabilities

• Encryption of personal information during transmission and storage

• Access controls and logging mechanisms to prevent unauthorized access to personal information

• Secure disposal of personal information when it is no longer needed

9.2 Cybersecurity

We maintain a comprehensive cybersecurity program to protect our systems, networks, and data from cyber threats. Our cybersecurity program includes the following measures:

• Regular security assessments and vulnerability testing to identify and address potential risks

• Implementation of security controls to prevent unauthorized access, malware, and other cyber threats

• Encryption of sensitive data during transmission and storage

• Monitoring of network traffic and logs to detect and respond to cyber incidents

• Regular training and awareness programs for employees and third-party service providers on cybersecurity best practices

• Resilient business continuity management program

• Secure Development principles

• Infrastructure security based on industry best practices

We are committed to continuously improving our cybersecurity program and complying with applicable laws and regulations.

10. Raising Issues & Reporting Violations

Stay vigilant against any possible violations of this Code and be proactive in case you spot an issue relating to the violation of this Code. Every person within our organization or conducting business with Scaleflex has the responsibility to prevent, detect and report suspected violations of this Code. Any suspected violation should be reported to the Scaleflex Legal Team or People at privacy@scaleflex.com.

This Acceptable Use Policy ("AUP") sets forth the terms for acceptable use of Scaleflex's services, software, products, and associated data (the “Services") by Customer and other users of the Scaleflex Services. The types of activities described in this AUP are not meant to be exhaustive, but merely illustrative of examples of conduct deemed by Scaleflex to be inappropriate, improper, illegal, or otherwise harmful to Scaleflex's reputation or Services and therefore prohibited when using the Scaleflex Services. The terms and restrictions in this AUP on use of the Scaleflex Services by Customer shall apply equally to Customer, Customer’s employees and any other person or entity that is provided access to the Scaleflex Services directly or indirectly by Customer ("Customer Users"). By using the Scaleflex Services, Customer acknowledges that it has read, understood and agrees to comply with the terms of this AUP. Customer shall (i) ensure that Customer Users comply with this AUP and (ii) be responsible for violations of this AUP by Customer or the Customer Users.

General Conduct

Customer must use the Scaleflex Services in a manner consistent with the permitted use of such Services. Unless otherwise expressly permitted in writing by Scaleflex, Customer may not assign, transfer, distribute, resell, lease or otherwise provide access to any third party to the Scaleflex Services, or use the Scaleflex Services with or for the benefit of any third party (other than Internet end users) or to develop or inform a competitive product or service. Customer may only use the Scaleflex Services for lawful purposes and in accordance with this AUP.

Responsibility for Content

Scaleflex takes no responsibility for any Customer or Customer User content created, accessible or delivered on or through the Services. Customer acknowledges that Scaleflex does not monitor or exercise any editorial control over such content and, absent notification explicitly alerting Scaleflex to the details of particular content, Scaleflex does not know the substance of any content that Customer places on the Scaleflex Services. Customer is solely responsible for (i) any content published or made available through the Scaleflex Services by Customer and the Customer Users and (ii) compliance with all laws applicable to the publication, distribution, or export of such content, including applicable laws and regulations concerning export controls or economic sanctions (collectively, the “Export Control Laws”). Customer acknowledges that it is solely responsible for determining whether and to what extent the Export Control Laws apply to its content and for obtaining all authorizations that may be required for the export or reexport of such content to any destination or end user. Customer shall not, nor shall it cause Scaleflex to, export, facilitate the export, or permit any third party to export, directly or indirectly, any item without appropriate licenses or other required authorizations. Customer shall be solely responsible for maintaining a copy of its content.

Inappropriate and Illegal Content

Customer shall not use the Scaleflex Services to transmit, distribute or store material that is inappropriate, as reasonably determined by Scaleflex, or material that is illegal, defamatory, libelous, indecent, obscene, pornographic, inconsistent with the generally accepted practices of the Internet community, or enables illegal online gambling. Customer shall ensure that its and its Users' use of the Scaleflex Services and all content transmitted, distributed or stored on the Scaleflex do not violate any applicable domestic or foreign laws or regulations including but not limited to the Export Control Laws, or any laws relating to content distribution, encryption or any rights of any third party. Customer shall not use the Scaleflex Services to transmit, distribute or store material that contains a virus, worm, Trojan horse, or other component harmful to the Scaleflex Services, any other network or equipment, or to the Customer Users.

Intellectual Property

Customer shall not use the Scaleflex Services in any manner that would infringe, dilute, misappropriate, or otherwise violate any privacy or other personal rights or any intellectual property rights, including but not limited to, copyrights and laws protecting patents, trademarks, trade secrets or other proprietary information. If Customer uses a domain name in connection with its use of the Scaleflex Services, such domain name must not violate any trademark, service mark, or other rights of any third party.

Fraudulent/Misleading Content

Customer shall not use the Scaleflex Services to transmit or distribute material containing fraudulent offers for goods or services, or any advertising or promotional materials that contain false, deceptive, or misleading statements, claims, or representations.

Email and Spam

Customer shall not use the Scaleflex Services to send unsolicited e-mail messages or USENET postings, including, without limitation, bulk commercial advertising or informational announcements ("spam"). Further, Customer is prohibited from using the service of another provider to send spam or to otherwise promote a site connected to the Scaleflex Services.

Security Violations

Customer is prohibited from violating or attempting to violate the security of the Scaleflex Services, or any third party network, system, server, or account, including, without limitation, engaging in any of the following activities: (a) accessing data, servers, accounts, databases, etc. which such Customer is not authorized to access, (b) impersonating Scaleflex personnel, (c) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (d) taking any action in order to obtain services to which such Customer is not entitled, or (e) attempting to utilize another party's account name or persona without authorization from that party. Customer is also prohibited from attempting any action designed to circumvent or alter any method of measuring or billing for Scaleflex Services. Violations of system security may result in civil or criminal liability.

Scaleflex Rights and Remedies

If Customer becomes aware of any content or activity that violates this AUP, Customer shall take all necessary action to prevent such content from being passed through, or stored on the Scaleflex Services. To the extent Scaleflex becomes aware of any content or activities that Scaleflex deems, in its sole discretion, to be in violation of this AUP, Scaleflex may immediately block access to such content, suspend or terminate any affected Scaleflex Services, or take any other actions Scaleflex deems appropriate. Scaleflex shall be solely responsible for determining if any content or action violates this AUP. Scaleflex reserves the right to terminate or suspend services if the continued provision of services would violate law or otherwise harm Scaleflex Services, reputation or customers. Scaleflex also reserves the right to cooperate with legal authorities and third parties in the investigation of alleged wrongdoing, including notifying such legal authorities or third parties of such alleged wrongdoing and disclosing the identity of the party that Scaleflex deems responsible for the wrongdoing. Scaleflex will endeavor to provide notice to Customer prior to suspension or termination of Scaleflex Services but may immediately suspend or terminate in instances where continued provision of Services would have a material adverse effect on Scaleflex. Scaleflex shall not be liable for any damages of any nature suffered by Customer, any Customer User, or any third party resulting in whole or in part from Scaleflex's exercise of its rights under this AUP. Scaleflex reserves the right to modify this AUP from time-to-time, in its sole discretion, effective upon posting a revised copy of the AUP on its homepage, available at https://legal.scaleflex.com/general/acceptable-use-policy . Any use of the Scaleflex Services after such modification shall constitute acceptance of such modification. Any violation shall be sent to privacy@scaleflex.com.

At Scaleflex, we are committed to keeping our systems, network and product(s) secure. Despite the measures we take, the presence of vulnerabilities will always be possible. When such vulnerabilities are found, we’d like to learn of them as soon as possible, allowing us to take swift action to shore up our security.

Under Scaleflex’ Responsible Disclosure Policy, you are allowed to search for vulnerabilities, so long as you don’t​:

• execute or attempt to execute a Denial of Service (DoS)

• make changes to a system

• install malware of any kind

• social engineer our personnel or customers (including phishing)

• scan or run tests in a manner that would degrade the operation of the service or negatively affect our customers in any way

• physically attack or damage Scaleflex property, offices or data centers or attempt to do so

• run tests on third party applications, websites or services that integrate with or link to Scaleflex

• scan or attack the Amazon Web Services infrastructure or attempt to do so

Breaching the above restrictions may result in Scaleflex launching an investigation and/ or taking legal action to the greatest extent of Scaleflex’ legal obligation and rights or that of our partners and customers.

If you do discover a vulnerability, please contact us as soon as possible by sending an (encrypted) email to ​secops@scaleflex.com​.

What we ask of you:

• Submit your vulnerability report as soon as possible after discovery

• Do not abuse or exploit discovered vulnerabilities in any way for any purpose

• Do not share discovered vulnerabilities with any entities or persons other than Scaleflex and its employees until after Scaleflex has confirmed the vulnerability has been resolved

• Provide us with adequate information to enable us to investigate the vulnerability properly (to be able to investigate properly, we will need to be able to efficiently reproduce your steps)

• Provide us with information required to contact you (at least telephone number or email address)

What we promise:

• We will respond to your report within 5 business days of receipt, with our evaluation of the report and an expected resolution date.

• We will keep you regularly informed of our progress toward resolving the vulnerability.

• If you have followed the above instructions, we will not take any legal action against you regarding the report.

Rewards and attribution:

• Please do not ask for a reward before sharing the vulnerability, as we need to evaluate your report before responding.

• If you report a vulnerability that is unknown to us, and if you are not from a country where we are prohibited by law from making payments (e.g. due to sanctions), we may decide to offer you a reward based upon our assessment of the criticality of the vulnerability.

Assets in scope:

• https://www.scaleflex.com

• https://www.cloudimage.io

Accounts that can be self provisioned at https://www.cloudimage.io/en/registration

Out of scope assets:

• *.scaleflex.com

• *.cloudimage.io

• *.filerobot.com

Acquisitions:

For all our acquisitions, in order to give our development and security teams time for internal review and remediation, we will introduce a six-month blackout period. Vulnerabilities reported in that period will not qualify for a reward.

Out of scope vulnerabilities:

• Vulnerabilities affecting users of outdated or unsupported browsers or platforms

• Password and account recovery policies, such as reset link expiration or password complexity

• Issues that require unlikely user interaction

• Attacks requiring MITM or physical access to a user's device

• Attacks that require prior access to a user's email account

• Reports from automated tools or scanners

• Clickjacking/UI Redressing

• Reflected file download

• Verbose error pages (without proof of exploitability)

• SSL/TLS Best Practices

• Incomplete/Missing SPF/DKIM

• Fingerprinting / banner disclosure on common/public services

• Disclosure of known public files or directories, (e.g. robots.txt)

• Content spoofing (text injection)

• Tabnabbing

• OPTIONS HTTP method enabled

• Recently disclosed zero-day vulnerabilities that had an official patch for less than 30 days will be awarded on a case by case basis

• Presence of autocomplete attribute on web forms

• Use of a known-vulnerable library (without proof of exploitability)

• CSV Injection

• Missing HTTP Security Headers (without proof of exploitability)

• "Self" Cross-Site Scripting (unless if it is part of a chain)

• Missing cookie flags

• Missing best practises in Content Security Policy

The following template can be used when submitting a vulnerability:

Any report submitted in relation to this Responsible Disclosure Policy will be handled with great care with regards to the privacy of the reporter. We will not share your personal information with third parties without your permission, unless we are legally required to do so.

This Artificial Intelligence Privacy Policy (“AI Policy”) applies to Customers’ use of Scaleflex products and/or services (the “Product”) that incorporate artificial intelligence capabilities, as further set forth in a Customer’s subscription agreement relating to the Product (the “Agreement”). This AI Policy is intended to provide Customers with additional information regarding Scaleflex’ handling of Customers’ Personal Information and guidelines for Customers' use of AI functionalities within the Product, including data handling and privacy considerations.

1. Definitions

1.1 “AI” means Artificial Intelligence. AI features may be purchased and used as part of Customer’s subscription for the Product, as further detailed in the Agreement. AI features are intended for use in analysing data, making predictions, and automating tasks.

1.2 For purposes of this AI Policy, Scaleflex shall be a “Processor” and/or "Service Provider,” as the terms are defined under applicable privacy law.

1.3 For purposes of this AI Policy, Customer shall be the “Controller,” as the term is defined under applicable privacy law.

1.4 “Customer Data,” means electronic data, text, documents, pictures, videos, or other materials uploaded to, generated and/or stored within the Product by Customer and Users.

1.5 Any terms used but not defined herein, such as “Personal Data”, “Sensitive Personal Data”, “Data Subject” and “Data Subject Request” shall have the meaning given to them in accordance with the Agreement and/or the applicable privacy laws, including, but not limited to the General Data Protection Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (the "GDPR").".

2. Human Oversight of AI

By using AI features in the Product, Customer acknowledges and agrees that any action or decision that may impact an individual’s privacy rights (for example, the application of tags and other metadata to an individual’s photograph or recorded likeness) shall be subject to human oversight and intervention as needed. Under GDPR and other applicable privacy laws, individuals have the right to not be subjected to decisions solely based on automated processing (including “profiling”) that may affect their privacy rights. Customer shall comply with applicable laws and regulations in its use of AI features.

3. Compliance with Laws: Customer Data Subjects’ Rights

3.1 In accordance with GDPR and other applicable laws and regulations, Customer, as the Controller of Personal Data processed using Scaleflex’ AI features, understands and acknowledges its requirement to fulfil Data Subjects’ requests related to assets uploaded by Customer and its end users. This includes providing Data Subjects with (i) clear and comprehensive information regarding how Personal Data is processed; (ii) access to Personal Data held by Customer, with the right to request corrections for any inaccuracies; (iii) the option to receive Personal Data in a standard electronic format; (v) the right to object to the processing of Personal Data by Customer and to prevent exclusive reliance on automated decision-making or profiling; (vi) the ability to impose restrictions on the processing of data subjects’ Personal Data or request its deletion by Customer; and (vii) the right to be informed about the sale or sharing of Personal Data as well as the opportunity to opt out.

3.2 Scaleflex, in accordance with GDPR and other applicable laws and regulations, will assist Customer in fulfilling Data Subjects’ access requests, as outlined in Section 3.1 above. Scaleflex will offer necessary support and information to enable the Customer to meet its obligations and ensure compliance with applicable regulations. Upon Customer's written request, Scaleflex may additionally provide Customer with the option to complete a Data Protection Impact Assessment (DPIA) pertaining to any AI features that may be connected to a Data Subject’s access request.

4. Security Requirements

Scaleflex shall maintain and frequently review policies for information security which include administrative, physical and technical safeguards required to ensure the confidentiality, integrity, availability and continuity of the Product.

5. Biometric Data (Facial Recognition)

5.1 As used in this AI Policy, “Biometric Data” means any Personal Data resulting from specific technical processing relating to the physical, physiological or behavioural characteristics of a natural person, which allow for or confirm the unique identification of that natural person, such as facial images.

5.2 Customers are responsible for developing and complying with their own “Biometric Data retention policies,” as may be required under applicable law and regulation.

5.3 Biometric Data may constitute “Sensitive Personal Data” under GDPR and other applicable privacy laws. Accordingly, Scaleflex shall use reasonable care to store, transmit and protect from unauthorised disclosure any Biometric Data it processes, and shall store, transmit, and protect from unauthorised disclosure all Biometric Data using the same standard of care with which Scaleflex stores, transmits, and protects its own personally identifiable information, taking all reasonable measures to comply with applicable laws and regulations.

5.4 Customer shall advise its users regarding the collection, use, storage and disclosure of users’ Biometric Data, as provided herein, and shall ensure that it has the appropriate approvals in place prior to collecting, storing, and/or using the such Biometric Data within the Product.

5.5 Upon termination and/or expiration of the Agreement, Scaleflex shall comply with the data retention and deletion provisions set forth in the applicable Data Processing Addendum (“DPA”), including with respect to Biometric Data.

6. Changes to this AI Policy

This AI Policy will be subject to formal review annually, and updated as necessary. Updates will be posted publicly on the Website. If we make material changes to the purposes and policies set out here, we will update this page and inform Customers by email or in-application notification. Customers with questions regarding this policy or the functionality of our AI features should contact their Customer Success Manager for prompt assistance and clarification.

This Data Processing Addendum, including its Schedules, (“DPA”) supplements and forms an integral part of the agreement as governed by the Scaleflex Standard Terms and Conditions available at https://legal.scaleflex.com/ (“Terms”) or any other agreement between Customer and the applicable Scaleflex contracting entity (“Scaleflex”) governing the use and access of the Product (“Agreement”). This DPA reflects the parties’ agreement with regard to the Processing of Personal Data by Scaleflex on behalf of the Customer in connection with the Product. Unless otherwise defined in this DPA or the Agreement, all capitalized terms used in this DPA will have the meanings given to them in Section 1 of this DPA. Any other relevant terms will have the meanings given to those terms under Applicable Law.

1. Definitions

2. Processing of Personal Data

2.1 Scope, Roles and Details of the Processing.

This DPA, including any Schedules and Annexes, applies when Personal Data is processed by Scaleflex pursuant to the Agreement. Regarding the Processing of Personal Data, Customer is the Controller, Scaleflex is the Processor and Scaleflex will engage Sub-Processors pursuant to the requirements set forth in Section 6 below. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Schedule 1 to this DPA.

2.2 Customer’s Processing of Personal Data.

Customer shall, in its use of the Product, Process Personal Data in accordance with the requirements of Data Protection Legislation, including any applicable requirement to provide notice to Data Subjects of the use of Scaleflex as Processor. For the avoidance of doubt, Customer’s instructions for the Processing of Personal Data shall comply with Data Protection Legislation. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data. If Customer chooses to enable any AI features within the Agreement, Scaleflex’ AI Policy will apply. Customer specifically acknowledges that its use of the Product will not violate the rights of any Data Subject that has opted-out from sales or other disclosures of Personal Data, to the extent applicable under the CCPA.

2.3 Scaleflex Processing of Personal Data.

Scaleflex shall treat Personal Data as Confidential Information and shall Process Personal Data on behalf of and only in accordance with Customer’s documented instructions for the following purposes: (i) Processing in accordance with the Agreement and applicable Order Form(s); and (ii) Processing initiated by Users in their use of the Product.

3. Instructions

3.1 Customer Affiliates. Customer represents that it is authorised to give data processing instructions to Scaleflex and to otherwise act on behalf of any Customer Affiliates under this DPA.

3.2 Documented Instructions. This DPA and the Agreement are Customer’s complete and final documented instructions at the time of signature of the Agreement with Scaleflex for the Processing of Personal Data. Any additional or alternate instructions must be agreed upon separately and in writing.

3.3 Exception. If Scaleflex is required by law to conduct additional processing, it shall inform Customer of that legal requirement before Processing, unless such notification is prohibited by law.

3.4 Instructions likely to violate Data Protection Legislation. If, in Scaleflex’ opinion, Customer’s instructions are either likely to violate Data Protection Legislation, Scaleflex is entitled to refuse to follow such instructions and shall inform Customer of the reasons for its refusal. In such cases, Customer shall provide alternative instructions in a timely manner and Scaleflex may cease all Processing of the impacted Personal Data (other than secure storage thereof) until it receives acceptable instructions.

4. Scaleflex Personnel

4.1 Confidentiality Obligations. Scaleflex ensures that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, and have executed written confidentiality agreements.

4.2 Limited Access. Scaleflex ensures that Scaleflex’ access to Personal Data is limited to those personnel performing services in accordance with the Agreement.

4.3 Data Protection Officer. Scaleflex has appointed a data protection officer (“DPO”). The appointed DPO may be reached at privacy@Scaleflex.com.

5. Security of Processing

5.1 Measures. Scaleflex has implemented and shall maintain appropriate technical and organisational measures to protect Personal Data against accidental, unauthorised, or unlawful destruction, loss, alteration, disclosure, and access (“Security Measures”), as described in Schedule 3 of this DPA, including as appropriate:

• a. the pseudonymisation and encryption of Personal Data;

• b. the ability to ensure the ongoing confidentiality, integrity, availability, and resilience of Processing systems;

• c. subject to the Service Level Agreement, the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; and

• d. the regular testing, assessment, and evaluation of the effectiveness of the Security Measures.

5.2 Customer has made an independent determination as to whether these Security Measures meet the Customer's requirements.

5.3 Third Party Certifications. Scaleflex has obtained third party certifications as set forth in Schedule 3 of this DPA. Upon Customer’s written request, but not more than once per year, and subject to the confidentiality obligations set forth in the Agreement, Scaleflex shall make available to Customer a copy of Scaleflex’ then most recent third-party certification and audit report, as applicable.

6. Sub-Processors

6.1 General Authorization. Customer agrees that Scaleflex may use Sub-Processors to fulfil its contractual obligations under this DPA or to provide certain services on its behalf.

6.2 Sub-Processor Obligations. Scaleflex will enter into a written agreement with the Sub-Processor and Scaleflex will impose on Sub-Processors data protection obligations not less protective than those in this DPA.

6.3 Sub-Processor List. Scaleflex currently uses the Sub-Processors listed in Schedule 2 to this DPA. A list of Sub-Processors is also available on Scaleflex’ website at https://legal.scaleflex.com/privacy/global-privacy-policy/sub-processors ("Sub-processors"). Scaleflex will update the Sub-Processors Page with any new Sub-Processor and notify Customer at least 30 calendar days before such Sub-Processors will begin to Process Personal Data.

6.4 Objection Right. Customer may object to the use of a new Sub-Processor on a reasonable and legitimate basis. In the event Customer objects to a new Sub-Processor, Customer shall provide written notice to privacy@Scaleflex.com within the 30 calendar day notice period set out in Section 6.3, outlining Customer’s specific concerns about the new Sub-Processor in order to give Scaleflex the opportunity to address such concerns. Scaleflex may, at its sole discretion, (i) not appoint the Sub-Processor and/or propose an alternate Sub-Processor; (ii) take the steps to address the Customer’s specific concerns and obtain Customer’s written consent to use the Sub-Processor; or (iii) make available to Customer the Scaleflex Product(s) without the particular aspect that would involve use of the objected-to Sub-processor. If Scaleflex is unable or determines in its reasonable judgement that it is commercially unreasonable to do any of the options in Section 6.4 (i)-(iii), Customer may terminate the Agreement in accordance with section 19.3 of the Terms.

6.5 Liability. Scaleflex will remain responsible for the performance of a Sub-Processor to the same extent Scaleflex would be responsible if performing the services of each Sub-Processor directly under the terms of this DPA.

7. Rights of Data Subject

Scaleflex will, to the extent legally permitted, notify Customer without undue delay if Scaleflex receives a request from a Data Subject to exercise the Data Subject’s rights set forth in Data Protection Legislation, especially Chapter III of GDPR (“Data Subject Request”). Taking into account the nature of the Processing, Scaleflex will assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Customer’s obligation to respond to Data Subject Requests under Data Protection Legislation. To the extent Customer is unable to address a Data Subject Request, Scaleflex will upon Customer’s request provide commercially reasonable efforts to assist Customer in responding to such Data Subject Request. To the extent legally permitted, Customer will be responsible for any costs arising from Scaleflex’ provision of such assistance.

8. Assistance

Taking into account the nature of Processing and the information available to Scaleflex, Scaleflex will provide reasonable assistance and cooperation to Customer in respect of its relevant obligations under Articles 32 to 36 GDPR. To the extent legally permitted, Customer will be responsible for any costs arising from Scaleflex’ provision of such assistance.

9. Personal Data Breach Notification

Scaleflex will notify Customer without undue delay, but always within 48 hours, after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise Processed by Scaleflex or its Sub-Processors of which Scaleflex becomes aware (“Personal Data Breach”). Notification of Personal Data Breaches, if any, will be delivered by email at the email address specified for notices in the applicable Order Form, if no email address is specified, to one or more of Customer’s Product administrators. Scaleflex’ obligation to notify Customer of a Personal Data Breach is not an acknowledgement by Scaleflex of any fault or liability with regard to the Personal Data Breach.

10. Return and Deletion of Personal Data

10.1 Upon Customer’s request to privacy@Scaleflex.com Scaleflex will return or delete Personal Data in accordance with the timeframes specified in the Agreement, unless European Union law or the laws of a EU member state requires that Scaleflex retains the Personal Data. Scaleflex may delete Personal Data six months after termination or expiration of the Agreement. Scaleflex shall dispose Personal Data in accordance with the latest method(s) of data sanitising, as detailed in NIST 800-88 (“Guidelines for Media Sanitization”).

10.2 Notwithstanding anything to the contrary in this DPA, Scaleflex may retain Personal Data if and for as long as required by law.

10.3 Personal Data stored in Scaleflex’ auto-backup or archival systems will be deleted automatically after 180 days after back-up, or otherwise as soon as technically possible. Upon written request, Scaleflex shall provide a certificate to Customer certifying that Customer Data has been destroyed.

10.4 If Customer provides Personal Data on a hard drive or other forms of removable media, such removable media must be encrypted or password protected. In collaboration with Customer, Scaleflex shall either return the removable media to Customer, or securely destroy such removable media by using a certified third party. A certificate of destruction can be made available to Customer upon request

11. Customer Audits

11.1 Summary Report of Internal Audit. In addition to Section 5.3, Scaleflex will on a regular basis audit the security of the systems that it uses to Process Personal Data. Upon Customer’s written requests, Scaleflex will make available to Customer a summary of the results of this audit ("Summary Report") to demonstrate compliance with the obligations under this DPA

11.2 Customer Audit. If Customer substantiates that the Summary Report cannot satisfactorily demonstrate Scaleflex’ compliance and that it has a justifiable suspicion that Scaleflex is in breach of this DPA, Customer may conduct an audit on Scaleflex’ premises, not more than once per year, and subject to the confidentiality obligations set forth in the Agreement and following conditions:

• a. Customer must provide at least 30 days’ prior written notice to privacy@Scaleflex.com. Such notice must indicate the reasons for the audit request, and will be effective upon Scaleflex’ confirmation of receipt;

• b. Audits will be conducted within a mutually agreed scope, duration, and timing; performed by Customer, or a third party that is pre-approved by Scaleflex, such approval not to be unreasonably withheld; and conducted within Scaleflex’ normal business hours and with best efforts taken to avoid disruption of Scaleflex’ business operations;

11.3 Cost. The cost of an audit on Scaleflex’ premises will be borne by Customer, unless a Material Breach (as defined in the Agreement) of this DPA is found, in which case Scaleflex will bear the costs.

11.4 Nothing in this Section 11 varies or modifies the Standard Contractual Clauses nor affects any Supervisory Authority's or Data Subject's rights under the Standard Contractual Clauses.

12. Transfers of Personal Data to Third Countries

12.1 Regions. Customer may specify the location where Customer Data, including Personal Data, will be Processed in the Agreement (“Region”). Except as necessary to provide the Product and services initiated by Customer, or as necessary to comply with the law, Scaleflex will not transfer Personal Data from Customer’s selected Region. A transfer to a third country shall take place only if the conditions of Chapter V. GDPR are complied with.

12.2 Application of Standard Contractual Clauses. Scaleflex will enter into Standard Contractual Clauses with each affiliate and/or Sub-Processor where the Processing of Personal Data is transferred outside the EEA, either directly or via onward transfer, to any third country not recognized by the European Commission as providing an adequate level of protection for Personal Data. The Standard Contractual Clauses will not apply to Personal Data that is not transferred, either directly or via onward transfer, outside the EEA.

12.3 Revision of Standard Contractual Clauses. Parties agree that, in the event the Standard Contractual Clauses are revised or replaced by a competent authority, they shall execute any updated or replacement Standard Contractual Clauses in order to ensure continued compliance with Data Protection Legislation. It shall be the Customer's obligation to inform Scaleflex about the location of their end users to facilitate proper data processing and compliance with applicable Data Protection Legislation.

12.4 Order of precedence. If the Standard Contractual Clauses apply, nothing in this Section 12 varies or modifies the Standard Contractual Clauses.

13. Limitation of liability

Each party’s liability, taken together in the aggregate, arising out of or related to this DPA, whether in contract, tort or under any other theory of liability, is subject to the ‘Limitation of Liability’ section of the Agreement, and any reference in such section to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Agreement and all DPAs together.

14. Entire Agreement, Hierarchy

Except as amended by this DPA, the Agreement will remain in full force and effect. If there is a conflict between any other agreement between the parties including the Agreement and this DPA, the terms of this DPA will take precedence to the extent of such conflict.

15. Term and termination

This DPA shall enter into force at the same time as the Agreement and shall automatically terminate upon any termination or expiration of the Agreement

16. List of Schedules

• Schedule 1: Details of the Processing of Personal Data

• Schedule 2: Sub-Processors and Scaleflex Entities

• Schedule 3: Security Measures

• Schedule 4: Details of the Processing

• Schedule 5: Cross Border Transfers

• Schedule 6: CCPA Addendum

• Annex A: Technical and Organisational Measures

Download the PDF for the Schedules.

This Environmental and Sustainability Policy Statement (“Statement”) is made on behalf of Scaleflex SAS and its subsidiaries (collectively referred to as “Scaleflex” or “we”). Scaleflex’ management and all who work at Scaleflex are committed to the care of the environment and the prevention of pollution by taking actions aimed at sustainability. By taking climate focused actions, we ensure our suppliers and business operations reduce environmental footprint. Scaleflex seeks to minimize waste, promote recycling, reduce energy consumption and emissions and, where possible, work with suppliers, contractors and those working on behalf of the organization who have sound environmental policies. We see ourselves as a responsible and ethical organization and as such place significant emphasis on managing and improving our environmental performance and this document sets out our environmental policy.

We are committed to:

• Complying fully with all relevant national, regional and federal laws, codes of practice, and regulations

• Assessing the environmental impacts of our operations, continuously seeking to reduce these impacts and improving our resource efficiency through reduction of energy, water use, and waste

• Promoting environmental and energy awareness in our employees

• Working with our customers to make more environmentally-sensitive choices

• Monitoring our progress to ensure ongoing improvements in our environmental performance

• Communicate this policy to stakeholders and the public and work with all our stakeholders to reduce the impact of our operations

Remote Working

• Hybrid working policy that will reduce our carbon footprint

• We opt for remote meetings over onsite visits as much as possible to reduce our carbon footprint

Energy

• Optimizing energy efficiency and conservation in all operations by using energy efficient equipment

• Controlling and managing energy efficiency in our business and promoting energy efficiency

• Reducing the impact of transportation in our business activities by encouraging usage of public transport

Waste

• Actively promote reducing, reusing, and recycling waste in all of our offices globally

• Minimizing waste generation by applying reuse and recycle options where possible

• Proscribe the use of plastic in our offices by utilizing reusable crockery

• Operating a paperless business process to minimizing waste generation

Continuous Improvement

• Setting specific improvement targets, monitoring progress, and communicating results internally

• Developing specific objectives to continually improve our environmental performance by ensuring sustainability in all our actions

• Setting objectives and targets for continuous improvement.

• Measuring and reviewing our performance regularly and communicating the results

Procurement

• Choosing suppliers and contractors that adopt best environmental and sustainability practices and make this the procurement policy of our company

• Purchasing products and services that have the least environmental impact, where this is feasible

• Encouraging suppliers and contractors to implement sustainable environmental systems

• Procuring from local suppliers and using locally made sustainable products

Awareness/Training

• Encouraging environmental awareness among our employees through appropriate communication and training programmes

• Promoting environmental awareness throughout our business

• Ensuring all employees understand our environmental policy and conform to its standards

• Informing and motivating all of our staff and encouraging them to play an active role in committing to our environmental policy

INTRODUCTION

Ethical values have always been at the heart of SCALEFLEX SAS (“SCALEFLEX”) strategy and development.

Law no. 2016-1691 of 9 December 2016 on transparency, the fight against corruption and on the modernisation of economic life (known as the “Sapin II” law) strengthened this ethical requirement.

In this connection, the anti-corruption code of conduct hereunder has been adopted. It is intended to recall all the basic principles relating to the fight against corruption and influence peddling and to identify, within SCALEFLEX and the companies it controls (the “SCALEFLEX”), the risky situations and the rules of conduct to be adopted in this regard (the “Code of Anti-Corruption Conduct”).

The objective of this Anti-Corruption Code of Conduct is zero tolerance for corruption. The Anti-Corruption Code of Conduct is incorporated into the internal regulations of SCALEFLEX companies affected by these arrangements.

It is available on the intranet site of SCALEFLEX company and is available to the human resources department of each such company.

This Anti-Corruption Code of Conduct applies to all directors, corporate officers and permanent staff (permanent employees) and casual employees (interns, fixed term employment contracts, work-study contracts, apprenticeship contracts, temporary workers, on-site service providers) of SCALEFLEX (hereinafter the “Employees”).

Everyone has the duty to read carefully and understand the rules set out in this Code of Anti-Corruption Conduct and to exercise discernment and common sense in dealing with the various situations that may arise.

SCALEFLEX SAS

Emil Novakov, CEO

1. PRESENTATION OF THE DOCUMENT AND SCOPE

This document describes the policy and main components of SCALEFLEX’s corruption risk prevention, reduction and control system.

This Anti-Corruption Code of Conduct applies to all of the following:

• Employees of the company SCALEFLEX;

• Employees of companies wholly owned by SCALEFLEX;

• Employees of companies of which SCALEFLEX has a majority shareholding.

With regard to companies of which SCALEFLEX owns a stake of less than 50%, SCALEFLEX, in consultation with other shareholders, ensures that the fundamental elements of a corruption risk prevention approach are set out in these companies’ compliance policies.

In accordance with the “SAPIN 2” law, this Anti-Corruption Code of Conduct is appended to the internal regulations of each relevant French company of SCALEFLEX and also applies to foreign subsidiaries after being implemented in line with the country’s legislative framework. In any event, if local legislation is stricter than the principles set out in the Anti-Corruption Code of Conduct, the strictest rule must be complied with.

2. CONCEPTS OF CORRUPTION AND INFLUENCE PEDDLING

The general term “corruption” comprises corruption and influence peddling.

a. Corruption

Corruption is the act of soliciting or accepting, directly or indirectly, offers, promises, gifts, present or any advantages for oneself or others to carry out or have carried out, or refrain from carrying out an act defined as a job duty or task, or carry out an act facilitated by such duty or task (1).

There are two types of corruption:

Corruption is active when it is the person who corrupts who initiated the corruption (“the corrupter”) by offering or providing a sum of money or any other consideration or advantage in exchange for a service.

Corruption is passive when the act of corruption is at the initiative of the person who is corrupted (the “person corrupted”), by demanding or accepting money or any other benefit in exchange for a service (2). Finally, corruption is said to be public when it involves persons exercising a public office (3) (hereinafter a “Public Official”) and private when the corruption offence involves individuals or legal entities in the private sector only.

b. Influence peddling

Influence peddling is identified where an undue gift or advantage is offered or consented for the recipient to use his/her influence, actual or alleged, with a view to obtaining a favourable decision from a public authority (4).

3. ACTS OF CORRUPTION

a. Gifts, other benefits and facilitation payments

• Gifts and other benefits

Anti-corruption rules prohibit gifts and other benefits from being offered to or received by a third party for the purpose of gaining an undue advantage or unjustifiably exercising any influence on any official action.

==> “Gifts” refers to gifts received from a business partner or offered to a business partner at a special event (e.g. birthday, Christmas). This may include, for example, a box of chocolates, a bottle of wine, a book or a pen.

==> The term “other benefits” includes, but is not limited to, business meals, travel, business events, invitations and entry tickets to sporting events or shows, etc.

<> SCALEFLEX rules to comply with:

• SCALEFLEX ensures that “gifts” and “other benefits” are always received IN COMPLIANCE WITH THE LAW and in total TRANSPARENCY.

• Employees must communicate to their business partners SCALEFLEX’s rules regarding “gifts” and “other benefits” and enquire about their own.

  • Offering or accepting a “gift” or “another benefit” must remain EXCEPTIONAL.

  • “Gifts” or “other benefits” offered to or received from a Public Official are PROHIBITED.

  • No Employee should be influenced by “gifts” or “other benefits” encouraging them to make bad decisions or decisions that are non-objective on business matters. If the person responsible for a decision accepts “gifts”, they should not be a factor, particularly in the decision-making process.

  • “Gifts” or “other benefits” are given in a STRICTLY PROFESSIONAL CONTEXT. They may not be received at the Employee’s home and may only be made to the Employee or the business partner, to the exclusion of their relatives.

  • “Gifts” and “other benefits” must be of REASONABLE VALUE and must not exceed the following thresholds:

==> Specific rules for “gifts”:

• Accepting “gifts” is tolerated if the unit value of the “gift” does not exceed €50 including tax. Beyond this threshold, an Employee must obtain the prior approval of his/her line manager to accept “gifts”.

• An Employee must always obtain the prior approval of his/her line manager to offer “gifts” to a business partner, regardless of the amount.

• The total amount of “gifts” received per person, per year and per business partner must not exceed €300 including tax. Beyond this threshold, an Employee must obtain the prior approval of his/her line manager to accept “gifts”, regardless of the amount.

==> Specific rules for “other benefits” (excluding business meals):

• If an Employee accepts “other benefits” (excluding business meals) such as travel or professional events, this is tolerated only if these relate to the Employee’s normal activity and SCALEFLEX’s projects and activities and if their estimated value is less than €150 including tax.

• Beyond this threshold, an Employee must obtain the prior approval of his/her line manager to accept these “other benefits”.

• An Employee must strictly obtain the prior approval of his/her line manager to accept “other benefits” that are more exceptional such as invitations or entry tickets to shows or sporting or cultural events when they are greater than €150 including tax.

• If an Employee offers “other benefits” (excluding business meals) to a business partner, this must be validated by the line manager of the department concerned, regardless of the amount and nature.

==> Specific rules for business meals:

• It is permitted for an Employee to accept a business meal if the meal is of reasonable value.

• When a business partner is invited to a business meal, the rules and limits set out in the expense reports policy must be complied with. This is available to the human resources department of each of the companies concerned.

• If the above requirements are not met, the “gift” or “other benefit” must be RETURNED IMMEDIATELY by the Employee, accompanied by a letter of thanks recalling the rules of SCALEFLEX regarding the acceptance of “gifts” and “other benefits”.

• If in doubt, consult your line manager or the Anti-Corruption Officer.

• Facilitation payments

  Facilitation payments are generally unofficial payments of small amounts requested by Public Officials or private sector natural or legal persons intended to facilitate or ensure the smooth running of the services expected of them.

<> SCALEFLEX rules to comply with:

• SCALEFLEX PROHIBITS all facilitation payments.

b. Donations, contributions to charitable activities and sponsorship

SCALEFLEX may be required to work for civil society through donations and sponsorship.

• “Gifts” means voluntary payments of cash or contributions in the form of tangible property generally made for social, cultural or scientific purposes and granted without any service by the recipient in return.

• “Sponsorship” means financial support, skills or material provided by an enterprise and without seeking a direct economic contribution, to an organisation engaged in a non- profit activity, in order to support a general interest activity (art and culture, science, humanitarian and social projects, research, etc.). The sponsor intends to confer a gratuitous benefit, and his/her actions are mainly selfless.

These donations and sponsorship activities may be considered as acts of corruption when they are carried out in order to obtain an undue advantage.

<> SCALEFLEX rules to comply with:

• Donations, contributions to charitable activities and sponsorship are permitted if they actually serve a PURPOSE IN THE GENERAL INTEREST and contribute to the community in accordance with SCALEFLEX policy or that of its entities.

• All donations, charitable contributions and sponsorship made on behalf of a company of SCALEFLEX must be reported to the manager of the company concerned in order to be APPROVED, and must be duly RECORDED.

c. Sponsorship

Sponsorship is a communication technique that involves a company (sponsor) contributing financially and/or materially to a social, cultural or sporting action to gain a direct benefit, namely the “sponsor” company promoting its values and raising its profile. The sponsor’s contribution is not assessed as a gift but as a communication expense; the sponsor has business interests and his/her actions are selfless.

<> SCALEFLEX rules to comply with:

• The sponsorship must be APPROVED IN WRITING BEFOREHAND by the manager of the company concerned and must be duly RECORDED.

• SCALEFLEX will ENSURE that the sponsorship service and the consideration (for example in the form of marketing or communication activities) are always in conjunction with each other appropriately.

d. Lobbying

Lobbying is any activity intended to influence the decisions or guidelines of a government or an institution to promote a particular cause or expected outcome.

Lobbying becomes corruption in the event that the lobbyist pays or offers privileges to a Public Official in order to encourage him/her to support legislation or activities that promote the business of his/her client.

<> SCALEFLEX rules to comply with:

• Demonstrate INTEGRITY, INTELLECTUAL PROBITY and TRANSPARENCY in all relations with public institutions and/or Public Officials, regardless of the situation or interest defended.

• Do not seek to obtain an UNDUE political or regulatory ADVANTAGE.

e. Political contributions

Political contribution means any contribution (payment of money or any other benefit such as gifts, benefits or advertising) for the purpose of providing support to a political party, candidate or elected representative.

<> SCALEFLEX rules to comply with:

• Political contributions paid by or on behalf of the company are PROHIBITED.

• No donation must be made to political parties, foundations or institutions with close links with political parties.

f. Recruitment

The recruitment of a new Employee may potentially give rise to an act of corruption in the event that SCALEFLEX is granted an undue advantage by a third party in return for hiring a particular candidate.

<> SCALEFLEX rules to comply with:

• Any undue advantage granted by a third party in exchange for the recruitment of an Employee is PROHIBITED.

g. Acquisitions, equity investments and joint ventures

In case of the acquisition of companies or assets relating to an entire business division, or the acquisition of shareholdings, mergers or joint ventures, it must be ensured that the target company or the partner does not or has not acted improperly under the applicable anti- corruption laws, and complies with the legislation in force in this area.

In the aforementioned operations, SCALEFLEX could be held criminally or civilly liable with significant business, financial and reputational repercussions.

<> SCALEFLEX rules to comply with:

• INCLUDE AN ANTICORRUPTION COMPONENT in PRIOR AUDIT PROCESSES.

• INCLUDE AN ANTI-CORRUPTION CLAUSE in the contracts to be entered into in connection with the aforementioned transactions.

h. Record- and book-keeping

Books and records mean all accounting, financial and business records.

It is essential that transactions be transparent, fully documented and allocated to accounts that reflect their actual nature.

<> SCALEFLEX rules to comply with:

• The books and records of SCALEFLEX must ACCURATELY REFLECT the transactions carried out and must be prepared in accordance with accounting standards in force.

• All SCALEFLEX CONTROLS AND APPROVAL PROCEDURES are to be applied.

4. BUSINESS PARTNERS

The main business partners of SCALEFLEX include:

• clients;

• suppliers and subcontractors;

• intermediaries;

• advisors (consultants, business bankers, lawyers, etc.).

Each of the companies in the relevant SCALEFLEX has prepared a specific document entitled “business partner assessment guide”, detailing the rules for evaluating their respective business partners. It is available on the intranet site of SCALEFLEX company and is available to the legal department of each such company.

In particular with regard to purchases, the purchasing decisions of SCALEFLEX must be based solely on the quality of the products and services offered, which can be verified objectively.

<> SCALEFLEX rules to comply with:

• Prior to entering into a business relationship with a business partner, PRIOR CHECKS relating to its integrity shall be carried out in accordance with internal procedures.

• Any recourse to a business partner must result in a WRITTEN CONTRACT being drafted.

• Any written contract with a business partner must contain a CLAUSE certifying that the business partner complies with the laws and regulations combating corruption, and ensure that the contract is nullified in the event of a breach of these rules.

• Payments made in favour of a business partner, which can only be made after submitting a duly validated INVOICE, must always be for a REMUNERATION APPROPRIATE AND PROPORTIONATE to the service rendered.

5. CONFLICTS OF INTEREST

If, in the ordinary course of business, an Employee is required to make a decision in which his/her own business or private interests conflict with the business interests of SCALEFLEX companies, this may be considered a conflict of interest.

<> SCALEFLEX rules to comply with:

• Employees must PRIORITISE SCALEFLEX INTERESTS by refraining from promoting their own business or private interests.

• No CONCOMITANT EMPLOYMENT is permitted if it risks harming the interests of SCALEFLEX companies. For more information, please refer to the terms of your employment contract, your collective agreement and the applicable internal guidelines.

• Unless expressly permitted, Employees of SCALEFLEX companies and their next of kin must not HOLD SHARES in companies that have or seek to develop business relationships with a SCALEFLEX company if holding such shares may have an impact on the work done within SCALEFLEX.

• In the event of potential or actual conflicts of interest, the Employees must immediately INFORM THEIR LINE MANAGER.

6. WHISTLEBLOWING PROCEDURE

SCALEFLEX puts in place an ethical alert system to strengthen the ability of all Employees to express themselves so they can report any conduct or situations that conflict with this Anti-Corruption Code of Conduct.

The rules relating to the operation of the whistleblowing system and the guarantees offered to Employees in the context of its use are detailed in a specific document entitled “SCALEFLEX ethical whistleblowing system”. It is available on the intranet site of SCALEFLEX and is available to the human resources department.

No disciplinary or discriminatory action will be taken against Employees raising an alert, even if the reported facts prove to be unfounded, provided that the Employees have acted in good faith.

Any direct or indirect retaliation against a SCALEFLEX Employee who has raised an alert cannot be tolerated and may result in disciplinary action which may go as far as the employment contract being terminated, in accordance with applicable law.

7. DISCIPLINARY SANCTIONS FOR NON-COMPLIANCE WITH THE CODE OF CONDUCT

Any breach of the duties set out in this Code of Anti-Corruption Conduct lays the perpetrator open to the disciplinary sanctions provided for in the internal regulations of the relevant French company of SCALEFLEX, without prejudice to the administrative measures and criminal sanctions provided by the applicable national laws and regulations.

8. INTERNAL CONTROL AND ASSESSMENT

In order to ensure the adequacy and effectiveness of the anti-corruption prevention and detection measures implemented based on its risk mapping, SCALEFLEX has developed an internal control and assessment system.

This system meets four (4) objectives:

• monitor the implementation of anti-corruption prevention and detection measures and test their effectiveness;

• identify and understand failures in the implementation of procedures;

• define appropriate recommendations or other corrective measures, if necessary, with a view to improving the effectiveness of the anti-corruption compliance programme;

• detect, where applicable, acts of corruption.

9. DISTRIBUTION

This Anti-Corruption Code of Conduct is appended to the internal regulations of the relevant French companies of SCALEFLEX; it is also available on the intranet site of SCALEFLEX company, as well as the human resources department of each such company. It may need to be adapted according to regulatory changes.

10. INTERPRETATION AND COMPLIANCE WITH THE ANTI-CORRUPTION CODE OF CONDUCT

Each SCALEFLEX Employee must read, understand and comply with this Anti-Corruption Code of Conduct.

Each SCALEFLEX Anti-Corruption Representative ensures it is disseminated and complied with by Employees.

For any question relating to this Anti-Corruption Code of Conduct or in case of interpretation difficulties regarding its application to a given situation, Employees are invited to contact their line manager or their Anti-Corruption Representative, the contact details of which are provided below: