General terms and conditions to the usage of the website “Transpare”

Identification of the website creator:

Transpare, simplified joint stock company registered at the chamber of commerce of
Marseille (RSC Marseille) under the number 841 056 807, which is headquartered at
48, Rue Grignan, 13001 Marseille- France and is represented by Ali Messoudi as
President, and Romain Lessard as Directeur Général

Hereinafter referred to as “the company”

Preamble:

The company developed and is exploiting the BtoB internet website accessible at the
URL addresses www.transpare.eu or www.transpare.xx (regarding the country of the
user), specialized in the sea, air and rail freight.
The company offers a web marketplace entirely dedicated to connecting Shippers
and Service Providers in order to facilitate their business exchanges.

The hereby general terms and condition encompass both the conditions of
Transpare’s access and the conditions of its use hereafter designated as “general
conditions”; They are applicable to the relationship between the Company and the
Shipper or Freight-forwarder.

The access to TRANSPARE and its use are conditional to the acceptance of the
hereby General Conditions by the Shipper or Service provider.

By accepting the general conditions; the Shipper and/or Service provider accept both
at once the general conditions of Transpare’s access and the general conditions of
its use.

Article 1: Legal notices

The website Transpare is hosted by Infomaniak Network SA, swiss lawful company
with headquarters at sis 33, Quai du Mont Blanc, Post Box : 106407, CH-1201
Geneva, Switzerland.

Contacts:
-Administrative contact:
-Technical contact:
-Phone:
-VAT: CHE - 103.167.648

The internet website is administered by the Company.

-Administrative contact: contact@transpare.fr
-Technical contact: contact@transpare.fr
-Phone: +33 668 776 22 67
-VAT : FR31 841056807

BEFORE ANY USE OF TRANSPARE AND BEFORE ACCESSING ITS SERVICES,
PLEASE READ CAREFULLY THE HEREBY TERMS & CONDITIONS

Article 2- Purpose

The hereby terms and conditions have for purpose to govern the reciprocal
relationship and obligations between the Company and the Shipper or Service
Provider that wishes to have access to Transpare and benefit from its associated
services;

Article 3- Definitions

“Transpare” designates the internet website exclusively aimed to Professionals and
accessible through the URL address www.transpare.eu or www.transpare.xx
(regarding the country of the user).

“User account” designates the account created by the Professional and accessible
through his/her user identifiers
“Content” designates the content put at the disposal by the Company, accessible
through Transpare and that also includes data, databases, software, source codes,
texts, videos, photos, soundtracks; logos and designs.

“Personal data” designates all information pertaining to the physical person identified
or identifiable; is reputed for being a “physically identifiable person” a physical
person that can be identified, directly or indirectly, including by the reference to an
identifier, such as name, identification number, localisation data, online identifier, or
through one or more specific elements relating to the physical, physiological,
genetical, psychological, economic, cultural or social identifier;

“Identifiers” designates the name of the professional as well as his/her password:

“Web Browser” refers to all existing web browsers that allow access to
TRANSPARE. This includes Google Chrome, Safari, Mozilla Firefox or Internet
Explorer.

“Professional Name” designates the name used by professionals to identify
themselves on TRANSPARE.

"Parties" designates individually or jointly, as the term is in the singular or plural, the
Professional and the Company.
"Services" designates all the functionalities made available to the professional by
TRANSPARE.
"Terminal" designates the smartphone, tablet or any other device that has an
operating system compatible with TRANSPARE and from which the Professional
accesses the content and the services.
"Charger" designates the legal entity and / or the shipper.
"Service provider" designates the legal entity and / or freight forwarder.

"The Professional" means indifferently the legal person, Charger or Provider who
benefits from the Services offered by TRANSPARE.

###Article 4 - Use of TRANSPARE and its Services

4.1 Prerequisites
TRANSPARE is accessible from a Web browser at the following URL:
www.transpare.eu or www.transpare.xx (regarding the country of the user).
The Professional’s terminal must imperatively be equipped with a compatible
Windows or macOS operating system. In addition, it must be equipped with an
updated version of the operating system to ensure optimal operation of
TRANSPARE.
The Terminal must be connected to a Wi-Fi type internet access service or a mobile
phone network.

4.2 Description of TRANSPARE
TRANSPARE is entirely intended for trade and transport professionals. It offers its
users, in this case Shippers and Service Providers, the following services:
- putting online the request (s) of the Shipper via a precise form gathering all the
useful and necessary information about the shipment thus allowing the Provider to
establish a fair price;
- putting online the different offers received by the Service Providers in response to
the request (s) of the Charger and therefore, the possibility to compare the various
commercial offers of the Providers;
- Creating a personal space for the Service Provider centralizing all its offers and for
the Charger centralizing all its requests;
- Direct connection between the shipper and the Service Provider whose offer has
been accepted by the Charger;
- Once the offer is accepted, a workspace is provided which acts as a chat room
allowing the Provider and the Charger to exchange files, information, etc.

There are therefore two types of users: the Shipper on the one hand and the Service
Provider on the other hand.

The Professional must create a profile to become a member of TRANSPARE and benefit
from its services. Otherwise, the non-member Professional only has access to the current
requests of the Shippers and the number of offers received in response without
accessing their full contents.

4.3 Operation of TRANSPARE
4.3.1 Creating an account
The use of TRANSPARE requires the creation of a User Account.

Whether he is a Shipper or a Service Provider, the Professional must fill in the following
information concerning him by clicking on the profession he has; "Shipper registration" or
"Freight-forwarder registration” tab, last name, first name, company name, contact
number and email address.
The Professional must also create his IDs and click on "Register".
Once the creation of the account is validated by the Company, the Professional will be
invited to complete his profile by specifying his SIRET number, VAT number, APE code, EORI number, name of the legal representative, function of the legal representative and
finally email of the legal representative.

4.3.2 Account Validation
The TRANSPARE Member Providers are all without exception referenced at the French
Customs Office as an importer or exporter.
In any case, the Company reserves the right:
(i) to refuse the registration of a Professional who does not meet the selection criteria of
the Company, by providing valid justification for refusal;
(ii) to remove the profile of a Professional in any of the following cases: misbehavior,
improper use of TRANSPARE, repeated incident, repeated complaints from other
Professionals.

4.3.3 Activation of the account
The Professional Profile Management Interface contains an "Enable Profile" or "Disable
Profile" button.
Disabling the profile allows the Professional to maintain membership status with
TRANSPARE while blocking notifications related to TRANSPARE activity.

4.3.4 TRANSPARE Sales Funnel

4.3.4.1 Publication of a request by the Shipper
The shipper publishes its project via a form allowing the Provider to collect all the
necessary and useful information to process the request of the Shipper. This publication
automatically generates a dashboard containing all the requests from the Shipper and all
the offers received in response.
The shipper has access to profiles and comments written on the various Providers who
have submitted an offer in response to his request.

4.3.4.2 Publication of an offer by the Service Provider in response to the request of the
shipper
Once the form is completed and quotation is published on TRANSPARE, any Service
Provider has access to it and can establish an offer with a fair price taking into account all
the information provided in the form.
Once the offer has been published, a dashboard is generated automatically regrouping
all the offers published by the Service Provider.
The Service Provider has the option to delete his offer as long as it has not been
accepted by the Charger and republish a new offer.

4.3.4.3 Acceptance of the Service Provider's offer by the Shipper and its general
conditions of sale
Once the Service Provider’'s offer has been accepted, the Charger must read and accept
the Terms and Conditions of the Service Provider by ticking the box "Acceptance of the
Terms and Conditions of the Service Provider".
The Shipper has a withdrawal period of 24H (twenty-four hours) beyond which the
acceptance of the offer becomes final.

4.4 Rights Granted
Subject to compliance with these General Conditions, the Professional has the right to
download, install and use TRANSPARE, its services and its content in accordance with its purpose and in compliance with the General Conditions, on a non-exclusive, nontransferable basis and without a sub-license.
Rights not explicitly mentioned can’t be implemented by the Professional. Any
unauthorized implementation of a right not expressly granted under the terms of the
General Conditions constitutes an infringement.

4.5 Associated Services
The use of TRANSPARE benefits from the implementation of certain services
(hereinafter the "Associated Services") which are:
- The corrective maintenance of TRANSPARE in case of malfunctions
- The evolutionary maintenance of TRANSPARE via updates being specified that the
periodicity and timeliness of these updates are the sole responsibility of the Company

4.6 Availability of Services
The Services are available 24/7 except force majeure or problems due to a network
malfunction, a malfunction of the tools used by the Professional, an interruption of
subscriptions to networks used by the Professional, or need to proceed to the
maintenance of TRANSPARE. In the latter case, the Company shall ensure that
maintenance operations are carried out or made at times unlikely to interfere with the use
of the Services.
The Services are subject to the limits of the networks, but also to the version of the
Terminal of the Professional, to the choice of its Web Browser as well as to the version of
its operating system.
TRANSPARE is only accessible on Web Browsers.

Article 5 - Terms of payment

The payment terms and the pricing conditions are those in force on the day of
acceptance of the Service Provider's offer by the Shipper as it appears on TRANSPARE
in the "Tariff conditions" tab.

Article 6 - Rights and Obligations of the Parties

6.1 Obligations of the Company
The Company undertakes to make available to the Professional, in an effective manner,
the Services and the Associated Services.

6.2 Obligations of the Professional

6.2.1 The Professional undertakes to pay the price under the conditions set out in Article 5.

6.2.2 The Professional agrees to promptly inform the Company of any unauthorized use
of its User Account and any breach of the confidentiality and security of its means of
identification by contacting the administrative contact designated in the LEGAL NOTICE.
Any impersonation may give rise to criminal prosecution, in accordance with the
provisions of Article L.226-4-1 of the Penal Code which provides that "the act of
impersonating a third party or to make use of one or more data of any kind to identify it in
order to disturb his peace or that of others, or to affect his honor or his consideration, is
punishable by one year's imprisonment and 15,000 € fine. This offense is punishable by
the same penalties when committed on an online public communication network”.
Any breach of its commitments exposes the Professional to lawsuits from the Company
and the payment of damages. In addition, the Company reserves the right to no longer
authorize the access and use of TRANSPARE to the Professional.

6.3 Specific obligation of the Service Provider
The Service Provider undertakes to keep its general terms and conditions of sale on
TRANSPARE and send them to the Company.

Article 7 - Confidentiality

Confidential information of any kind transmitted by one of the Parties shall be identified
as such at the time of its communication to the other Party. The latter undertakes not to
divulge them to third parties and to communicate them only to the strictest members of its
staff who need to be aware of them, and to accord them the same degree of care and
protection as given to its own confidential information.
This confidentiality obligation applies for the duration of these Terms and Conditions and
for the five (5) years following their term for any reason whatsoever.

Article 8- Personal data

8.1 Personal Data of Individual Professionals or Individuals Working for the Professional
Legal Person
FOR THE NEED FOR RELATIONSHIP BETWEEN THE PARTIES UNDER THESE
PRESENTATIONS, THE COMPANY IS REQUIRED TO COLLECT AND PROCESS
PERSONAL DATA FROM PHYSICAL PERSONS OR WORKING PERSONS IN
ACCORDANCE WITH LAW N ° 78-17 OF 6 JANUARY 1978 AND THE EU
REGULATION 2016/679 OF 27 APRIL 2016.
THE DATA COLLECTED RELATE TO THE NAME, SURNAME, CIVILITY AND
CONTACT INFORMATION OF THE PERSONS CONCERNED. THIS DATA IS
COLLECTED WITH THE SOLE PURPOSE OF CLIENT FILE MANAGEMENT OF THE
COMPANY, THE LATTER BEING THE SOLE RECEIVER OF THE DATA. FOR THIS
TITLE, THE COMPANY IS RESPONSIBLE FOR THE TREATMENT. THIS DATA
ALLOWS THEM TO HAVE A POINT OF CONTACT WITH THE PROFESSIONAL AND
TO COMPLETE MOST OF ITS MISSION. THE COMPANY HOSTS THESE DATA ON
ITS OWN COMPUTER TOOL AND RETAINS IT TILL THREE (3) YEARS AFTER THE
LATEST CONTACT WITH THE PERSON FROM WHICH THE DATA ARE COLLECTED.

THE COMPANY IS COMMITTED TO IMPLEMENTING THE ENTIRE TECHNICAL AND
ORGANIZATIONAL MEASURES TO PRESERVE THE SAFETY AND
CONFIDENTIALITY OF THE DATA PROCESSED.
THE PERSON CONCERNED IS ADVISED THAT IT HAS A RIGHT OF ACCESS,
CORRECTION, LIMITATION, DELETION AND OPPOSITION TO THE PROCESSING
OF ITS DATA, BUT ALSO THE RIGHT TO FORMULATE ANTICIPATED DIRECTIVES
ON THE USE OF ITS DATA AFTER HIS DEATH, AS WELL AS THE RIGHT TO THE
PORTABILITY OF ITS DATA THAT MUST BE REINSTATED IN A STRUCTURAL
FORMAT COMMONLY USED AND MACHINE READABLE. THE PERSON
CONCERNED MAY EXERCISE THESE RIGHTS BY ADDRESSING HIS APPLICATION
ACCOMPANIED BY A COPY OF ITS IDENTITY CARD WITH THE FOLLOWING
COORDINATES:
• By mail: TRANSPARE- 48, rue Grignan, 13001 Marseille - France
• By email: contact@transpare.fr

THE PERSON CONCERNED MAY, IN ADDITION, SUBMIT A COMPLAINT TO AN
INDEPENDENT SUPERVISORY AUTHORITY.
THE ELECTRONIC CONTACT INFORMATION OF THE PERSON CONCERNED MAY
BE USED FOR THE PURPOSES OF BUSINESS TRADE BY THE COMPANY. THE
PERSON CONCERNED MAY AT ANY TIME GO AGAINST THIS PROSPECTION BY
SENDING A REQUEST FOR OPPOSITION TO THE ABOVE-MENTIONED CONTACT
INFORMATION.

8.2 Personal Data of Professionals as Users of TRANSPARE
TRANSPARE allows the Company to collect personal data from Professionals.
The conditions of collection and processing are defined in the Privacy Policy and
Protection of Personal Data, available at any time from TRANSPARE on the link
dedicated for this purpose, located at the bottom of the homepage of TRANSPARE.
The Professional is strongly advised to read this document before using TRANSPARE.
Pursuant to Regulation (EU) 2016/679 on the Protection of Personal Data, the
Professional may, at any time, exercise his rights of access, rectification, limitations,
cancellation or opposition to the treatment. personal data concerning him.
Similarly, the Professional has a right to portability of its data that must be returned to it in
a structured, commonly used and machine readable format.
The Professional also has the right to refer to the CNIL in case of non-compliance with
the laws and regulations relating to the protection of personal data.
This information is included and supported in the aforementioned Privacy and Data
Protection Policy.
The access to TRANSPARE by the Professional is conditioned to the acceptance by the
latter of the Privacy Policy and Protection of Personal Data

Article 9 - Intellectual property

9.1 The Company is the exclusive owner of TRANSPARE.
The Company is the exclusive owner of all Content that it has created.
TRANSPARE and its Content are protected by copyright, trademark law, database
producers or any other intellectual property rights recognized by applicable law.
Consequently, any copy, imitation, reproduction, representation, adaptation, alteration,
modification, diffusion, in whole or in part, of the TRANSPARE Content, without prior
authorization, is prohibited and may lead to legal proceedings.

9.2 The Professional is in no way authorized to assign, transmit, lend, rent, distribute
TRANSPARE to a third party, or make it available to a third party in any way, whether
free or at a cost.
Likewise, to the extent permitted by law and subject to any other provision contained in
these General Conditions, the Professional may not, under any circumstances and under
any pretext whatsoever, modify, adapt, alter, rework, transform, translate all or part of
TRANSPARE, copy, reproduce, duplicate TRANSPARE for purposes other than for use
for its own purposes, create derivative works from TRANSPARE or its Content.
Thus, it is expressly forbidden for the Professional to use techniques to access source
code or to circumvent TRANSPARE's security systems.

Article 10 - Guarantees

10.1 Professional Guarantees
The Professional warrants that it will not harm the image of the Company in any way by
improper use of TRANSPARE.
The Professional undertakes to use TRANSPARE only in the strict context of these
Terms and Conditions.
By creating an account, in accordance with Article 4.3.1 of these General Terms and
Conditions, the Professional guarantees to provide accurate and up-to-date information
regarding his identity and contact details. The Company reserves the right to refuse
registration or to suspend or close a User Account if they have doubts about this
information.

10.2 Guarantees of the Company
The Company guarantees to hold all the rights, in particular of intellectual property rights,
over TRANSPARE allowing to publish TRANSPARE and its Content, and allowing it to
establish these.
As such, the Company guarantees the Professional against any recourse from third
parties and will indemnify the Professional for all the expenses he must have incurred in
order to ensure his defense and will indemnify him for all the sums he may have to pay in
the event of conviction or settlement.
The Company guarantees that access to TRANSPARE in accordance with Article 4.1 of
these General Conditions is not affected by any virus, Trojan horse or any other element
likely to damage the Terminal of the Professional.
The Company declines any guarantee in case of use by the TRANSPARE Professional in
a non-compliant environment.

Article 11 - Liability

11.1 Subject to the provisions below, the Company's liability may be incurred only in the
event of fault on its part resulting in direct and proven damage to the Professional,
provided that the latter demonstrates a direct causal link.
The liability of the Company can in no way be held liable for any indirect damage suffered
by the Professional such as, and not exhaustively the loss of data, loss of profits or any
disorder.
The responsibility of the Company can not be engaged by the Professional if the latter
finds at least partly the origin of its damage in the total or partial non-performance of its
obligations resulting from these General Conditions.

11.2 The Professional acknowledges that the role of the Company is limited to the simple
connection between the Charger and the Service Provider in accordance with its
obligations arising from these Terms and Conditions. The contractual relationship
established between the Service Provider and the Carrier as a result of the provision of
the Services is totally independent of the contractual relationship established between the
Company and the Professional.
It follows that the liability of the Company cannot in any way be incurred by reason of any
direct or indirect damage suffered by the Professional resulting from the total or partial
non-performance of the obligations of the Loader or Service Provider with whom he has
established a contractual relationship as a result of the provision of the Services.

11.3 The Professional acknowledges having read all the technical prerequisites
necessary for the proper operation of TRANSPARE, and cannot in any way seek the
Company's liability for any malfunction of TRANSPARE.
The Company is subject to the limitations and characteristics of telecommunications
networks and services, and therefore can not be held liable for malfunctions or
interruptions of TRANSPARE Services or Associated Services related to the coverage of
the Internet or mobile networks, whatever the duration or for any reason whatsoever.
However, the Company is committed to putting in place its best efforts to try to resolve
these difficulties as soon as possible.
The responsibility of the Company can not be further engaged in case of deletion of
Services that is at its sole discretion, or a change in legislation rendering the Services
inaccessible in whole or in part.

11.4 In any case, the liability of the Company is limited to an amount equivalent to the
commission it will have received in the transaction which may have caused its liability to
be challenged.

Article 12 - Interruption of Provision of Services

In the event of non-performance by the Professional of its contractual obligations arising
from Articles 4, 5, 6, 7, 9 and 10 hereof, the Company reserves the right to interrupt the
provision of the Services.

Article 13 - Force majeure

Any non-performance, partial or defective performance by one of the Parties of its
obligations under the General Conditions resulting from a case of force majeure, within
the meaning of Article 1218 of the Civil Code, does not constitute a breach of the
obligations of the Conditions General from that Party and can not be held liable.
The occurrence of such a case of force majeure suspends the performance of the
Article.

14 - Miscellaneous provisions

14.1 If one or more provisions of the General Conditions were held to be invalid or
declared as such pursuant to a treaty, law or regulation, or following a final decision of a
competent court the other stipulations will retain all their force and their range.
obligations of the Parties. If the impediment resulting from this case of force majeure lasts
more than two (2) months, these General Terms and Conditions will be terminated
automatically and without prior notice, subject to the contrary agreement between the
Parties.

14.2 No act, time limit or other attitude, passive or active, on the part of either Party shall
be deemed to constitute for that Party a waiver of any of the rights and claims of which it
is creditor under the Terms and Conditions, unless such waiver is found in writing signed
by a duly authorized representative.
14.3 The General Terms and Conditions can not, in any way, create a legal connection
outside the object for which they are accepted, nor establish the conclusion of one or
more other agreements between the Parties. Nevertheless, the Company may mention
the name of the Professional, as a commercial reference, unless otherwise requested in
writing by the Professional.

Article 15 - Language - Applicable Law - Litigation

Only the French version of the contractual documents will be opposable to the Parties
and will prevail in case of dispute. The translated versions are provided for informational
purposes only.
These General Conditions are governed and interpreted according to French laws and
regulations.
In the event of any dispute related to the formation, validity, performance or interpretation
of the Terms and Conditions, the Parties will attempt to resolve their dispute amicably.
If the Parties fail to amicably resolve their dispute within one (1) month, jurisdiction is
given to the Commercial Court of Marseille.
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