Terms and Conditions

3.1 Accounts and sub-accounts

Users will be required to create an account to access the Platform, and each authorised individual of the User will have to create a sub-account. Users warrant that the credentials provided to DoorFeed in the context of the registration of an account or a sub-account are true and accurate. The User undertakes to inform DoorFeed of any necessary updates to these credentials, without delay.

8.1 Definitions

For the purposes hereof:

(a) "Party" means either DoorFeed or the User, and "Parties" means both of them collectively.

(b) "Confidential Information": means Information made available to a Party and/or its affiliates or to any of their respective directors or managers (the "Recipient") by or on behalf of the other Party and/or its affiliates (the "Provider") or their respective advisers or representatives acting in their capacity as advisers or representatives to the Provider (including Information made available prior to the date hereof) or any information or analysis to the extent it is derived from, contains or reflects such Information, but excluding Information which:

• is publicly available at the time of its disclosure to the Recipient or thereafter becomes generally available to the public (other than as a result of disclosure by the Recipient and/or its affiliates or their representatives or advisers contrary to their respective obligations of confidentiality); or
• was in the possession of or available to the Recipient (as can be demonstrated by its written records or other reasonable evidence) free of any restriction as to its use or disclosure prior to its being so disclosed; or
• becomes available to the Recipient (as can be demonstrated by its written records or other reasonable evidence) from a source other than the Provider or their representatives or advisers which source is not, to the actual or constructive knowledge of the Recipient, bound by any obligation of confidentiality to the Provider in relation to such Information.

(c) "Information": means information whether oral or in writing (including fax, email or other forms of written material transmitted electronically) relating to the Parties, their affiliates and/or these T&Cs, or which otherwise states that or by its nature is confidential.

8.2 Obligations

Each Party where it is the Recipient:

(a) shall not and shall ensure that its affiliates and their respective advisers and representatives shall not, either during the term of these T&Cs or at any time thereafter, disclose any Confidential Information of the Provider to any person, except:

• to the Recipient's employees, directors, representatives or advisers, as well as to the underlying or prospective investors of the Recipient, to the extent that such person needs to know in connection with these T&Cs, and provided that each such person is bound by a duty of confidentiality substantially equivalent to this clause 8; or
• subject to the Recipient consulting with the Provider to the extent permitted by law, to the extent required by any applicable law, stock exchange, or other regulatory or statutory body; or
• as the Parties may expressly agree in writing;

(b) in the event that the Recipient or its advisers and representatives is/are obliged to divulge or communicate any Confidential Information as aforesaid, shall use all reasonable endeavours where appropriate to obtain an undertaking from the recipient to keep such Confidential Information confidential; and

(c) shall promptly deliver to the Provider or at the Provider's option, destroy (without retaining any copies) all written Confidential Information (insofar as such confidential information relates to the Provider and/or its affiliates) supplied to it or its affiliates or their respective advisers or representatives and any written material derived from, containing or reflecting such Confidential Information within seven (7) days of receipt of a written demand given by the Provider after such Party ceases to be a Party to these T&Cs, except to the extent that the same is required to be retained by any applicable law, stock exchange or other regulatory or statutory body.

Except as authorised in writing by the Provider, the Recipient shall not at any time (whether during or after the termination of these T&Cs) use or permit the use of any of the Confidential Information for its own or another's advantage, including any affiliate or their representatives or advisers other than to the extent expressly set out in, or to the extent necessary for the purposes of fulfilling its obligations pursuant to, these T&Cs.

8.3 Announcements

Neither Party shall, without the prior written consent of the other Party, make an announcement regarding the other Party, except to the extent required by any applicable law, stock exchange, or other regulatory or statutory body, in which case the Party so obliged shall, so far as reasonably practicable consult with the other before making such announcement.

15.1 Termination for breach

DoorFeed may terminate these T&Cs as of right (de plein droit) without any other formalities (notwithstanding anything to the contrary in article 1225 of the French Civil Code) upon written notice to the User, with immediate effect, if the latter (or any of its service providers) breaches any of its obligations under these T&Cs.

16.1 Applicability

To the extent a User provides personal data relating to owners and/or tenants to DoorFeed through the use of a Feature, this clause 16 will apply.

16.2 Definitions

For the purposes of this clause 16, "personal data", "controller", "processor", "processing", "personal data breach", "data protection impact assessments", "supervisory authority" have the meaning ascribed to them under the Regulation (EU) 2016 / 679 (the "GDPR").

16.3 Role qualifications and processing characteristics

DoorFeed shall act as a processor for the Users (which shall act as controllers), in relation to the processing set out below:

• subject-matter, nature and purpose of processing: hosting of personal data by DoorFeed through the use of a Feature by a User;
• duration: as long as the relevant User requires personal data hosting;
• types of personal data and categories of data subjects: name, surname, contact details, date of birth of owners and tenants.

16.4 Obligations of DoorFeed

In the context of this clause 16, DoorFeed shall:

• only process personal data on the documented instructions of the User (i.e., the hosting of the relevant personal data) including as regards transfers of personal data to any country outside of the European Economic Area, unless required to do so by European Union or Member State law to which DoorFeed is subject;
• ensure that any of its employees to whom it provides access to personal data are obliged to keep it confidential;
• inform the User if, in its opinion, the User's instructions would be in breach of applicable data protection laws;
• taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of the data subjects, implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk;
• taking into account the nature of the processing, assist the User by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the User's obligation (as controller) to respond to requests for exercising the data subject's rights laid down in Chapter III of the GDPR;
• be authorised by the User to engage sub-processors, provided that DoorFeed shall notify the User of any change and/or addition to the existing sub-processors as at the effective date of the T&Cs, i.e., AWS. In such case, the User will have the opportunity to object to such change within seven (7) days after receipt of the information of such contemplated change. When engaging a sub-processor, DoorFeed will enter into a contract that places obligations that are the same or substantially similar as those set out in this clause 16 on the relevant sub-processor, provided that if the latter fails to fulfil its data protection obligations, DoorFeed shall remain fully liable to the User for the performance of the sub-processor's obligations;
• assist the User in ensuring compliance with the User's security, personal data breach notifications, data protection impact assessments and supervisory authority consultation obligations under the GDPR, taking into account the nature of processing and information available to DoorFeed;
• at the choice of the User, delete or return all personal data to the User after the end of the hosting of the personal data on behalf of the User, and delete existing copies, unless European Union or Member State law requires storage of the personal data;
• make available to the User all information necessary to demonstrate compliance with the obligations set out in this clause 16 and allow for and contribute to audits, including inspections, conducted by the User or another auditor mandated by the User, provided that such audits or inspections may not be conducted more than once in any six (6) month period and shall be at the User's cost.

18.1 T&Cs

DoorFeed reserves the right, at its sole discretion, to modify or update these T&Cs at any time, for any reason, including to reflect legal, regulatory, editorial, or technical changes to the Platform or the Features. It is the User's responsibility to review these T&Cs periodically to stay informed of any updates. The User will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised T&Cs by its continued use of the Platform after the date such revised T&Cs are posted.

19.1 Applicable law

These T&Cs are governed by and construed in accordance with laws of France.