Additional OVHcloud Service(s): refers to any of the optional services offered by OVHcloud to Vendors, in return for the remuneration set out in the STCV agreed with the Vendor.

Marketplace Website: the Marketplace website accessible at the following URL: https://marketplace.ovhcloud.com

OVHcloud Website: the OVHcloud website accessible at the following URL: https://www.ovhcloud.com

Affiliate(s): any entity that OVHcloud controls, that control OVHcloud or with which OVHcloud is under the common control of a third entity, with the exception of entities located in the United States of America. The control means (a) the ownership of fifty percent (50%) or more of the voting rights or other ownership interest in an entity, or (b) the ability to direct the business affairs or the composition of the board of directors or equivalent body of another entity, whether through the ownership of voting rights, by contract or otherwise.

Transaction: refers to an order for paid Product(s) and/or Service(s) made by a Buyer from a Vendor and accepted by the latter.

Vendor(s): means one or more professional vendors whose application has been previously validated by OVHcloud following the Selection Process described in article 2 hereof, authorised to sell Products and/or Services on the Marketplace.

2.HOW ARE VENDOR APPLICANTS SELECTED ?

Applications are open to any company that is a client of OVHcloud and a tax resident of a Member State of the European Union or the United Kingdom.

The submission of an application implies the acceptance of these Vendor GTCs without any reservation or restriction, as well as the general terms and conditions of the Payment Service Provider, the latter only for candidates wishing to make it possible for Buyers to complete Transactions containing its Products and/or Services. These documents are accepted by selecting the check box specific to each document, and clicking on the final validation section of the Application, which is then sent to OVHcloud.

The fact that a Applicant meets these requirements does not in any way prejudice the final response that will be given by OVHcloud to the application; OVHcloud shall use its own discretion as to the choice of Vendors, Services and Products that may be offered on the Marketplace. For example, OVHcloud may not accept Applicants who have not signed up to a programme offered by OVHcloud to ecosystem partners in the category/categories corresponding to their activities.

• Only solutions that at all times comply with the following requirements are eligible to be offered in the Marketplace:

• • are hosted with OVHcloud, include an OVHcloud service or regard an OVHcloud service;
• • guarantee data sovereignty;
• • adhere to cybersecurity best practices, and;
• • comply with applicable legislation.

The Applicant shall complete the Application online under their sole responsibility and warranties that the information included, as well as the supporting documents and documents transmitted, are truthful.

The Applicant shall provide OVHcloud with the following documents:

• • KYC Documents;
• • Their privacy/personal data protection policy;
• • An overview of each Product and/or Service, clearly and specifically indicating those which would be reserved exclusively for professionals;
• • The terms of sale associated with the Product(s) and/or Service(s) offered on the Marketplace;
• OVHcloud NIC handle (client ID number) used by the Applicant to purchase infrastructures hosted by OVHcloud that are associated with the Product and Service offers that they intend to offer on the Marketplace;
• • Any other documents requested by OVHcloud, if applicable.

Any incomplete Application may result in OVHcloud rejecting the application.

OVHcloud reviews the Application submitted as soon as possible after it has been received.

If OVHcloud deems it necessary, OVHcloud reserves the right to test the Products and/or Services that the Vendor wishes to offer on the Marketplace. In this case, the Vendor and OVHcloud shall agree on the terms of temporary access to them and the Vendor shall grant OVHcloud a license to use the Product(s)/Service(s) in question for a limited period of ninety (90) days, free of charge, solely for testing purposes.

The selected Applicant Vendors receive an email notification confirming either (i) the rejection of their application or (ii) the acceptance thereof, specifying the Product(s)/Service(s)selected to be offered on the Marketplace.

If OVHcloud has not responded within ninety (90) days from the date of receipt of the Application, the Application shall be deemed to have been rejected in its entirety.

Furthermore, the Applicant accepts that OVHcloud is under no obligation to provide reasons for its decision to reject an application. If the Application is rejected, OVHcloud agrees to no longer use the Product and/or Services tested, if any.

If the Application is validated by OVHcloud, the Applicant is informed by email and receives the procedure to follow to create their Vendor Account.

The creation of a Vendor Account grants the Applicant the status of Vendor and allows them to create their Vendor Page and Product Page(s) in order to begin their activity on the Marketplace.

The Vendor warrants the quality, completeness and veracity of any information provided as part of the creation of their Vendor Account and agrees to update their information as soon as it is modified (for example, in the event of a change in billing address, head office, legal form, etc.). Failing this, OVHcloud may apply article 21 of this document.

Any Vendor wishing to make it possible for Buyers to complete Transactions involving its Products and/or Services shall have a Payment Account in order to collect the sums corresponding to the Transactions, under the conditions set out in the general terms of the Payment Service Provider that they have previously accepted.

In this case, the Vendor must inform OVHcloud of any changes to their banking information, so that OVHcloud can notify the Payment Service Provider.

3. WHAT IS THE MARKETPLACE ?

The Marketplace is a secure online platform that allows Vendors to connect with Buyers to list their Products and/or Services. This platform has several tools that allow the Vendor to create their Vendor Page, Product Pages, and benefit from Additional OVHcloud Services (if applicable).

To find out more about the tools and features:

OVHcloud acts exclusively as an intermediary between the Vendor and the Buyer, and cannot under any circumstances be considered a vendor, reseller, partner of the Vendor, broker, or any other qualification other than that of intermediary.

OVHcloud does not interfere in any way in the contractual relationship between the Vendor and the Buyer, and cannot be held liable for any damage relating to the validity, performance, interpretation, or termination of the contract agreed between them, to which OVHcloud is not party. Payments for Transactions are processed by the Payment Service Provider.

The Vendor accesses the Marketplace via a unique identifier, communicated by OVHcloud upon the creation of their Vendor Account following the Selection Process described in article 2.

It is understood that the Vendor remains responsible for the confidentiality of their login details and passwords for the entire duration of the Vendor’s access to the Marketplace.

In the event of loss, theft, or fraudulent use of their login details or passwords, the Vendor shall immediately inform OVHcloud, which may suspend their Vendor Account and assign them new credentials and/or reset their password.

The Vendor is informed that OVHcloud is responsible for running the sales management of the Marketplace. As such, OVHcloud will be able to publish advertising inserts, scrolling banners, or organise a ranking of the best-selling products, new releases, etc.

OVHcloud also has the option of publishing an OVHcloud Expert Review on certain Products and/or Services. This Review is visible to Clients when they visit the corresponding Product Page. The choice of Products or Services, as well as drafting the content of the OVHcloud Expert Review, is at OVHcloud’s discretion.

OVHcloud Expert Reviews are for informational purposes only and do not hold OVHcloud liable, which does not provide any warranty associated with the Products or Services offered by Vendors.

The Marketplace features a search bar that allows Clients and Vendors to browse the Marketplace. OVHcloud agrees to be neutral and transparent in the ranking of Products, Services, Vendor Pages and Product Pages on the Marketplace.

4. HOW ARE THE VENDOR AND PRODUCT PAGES MANAGED ?

The Vendor and Product Pages are intended to inform Buyers about the identity of the Vendor and its activity, and provide any useful information relating to the features of the Product(s) and/or Service(s) offered.

Vendor Pages and Product Pages are freely accessible to the public.

In the event that a Product and/or Service is unavailable, the Vendor agrees to inform OVHcloud/the Buyers as soon as possible in order to delete or temporarily take down the corresponding Product Page.

Every Vendor Page shall contain at least:

• • the conditions of sale associated with the Product(s) and/or Service(s) offered (in particular the general/specific conditions of sale/use and the licensing conditions of the Product/Services offered by the Vendor. This shall contain the Vendor’s legal information, as well as the contract or legal instrument set out in article 28 of the GDPR, when the Services involve the processing of personal data carried out by the Vendor acting as a processor in the name of and on behalf of the Buyers, including a description of the technical and organisational measures implemented as set out in article 32 of the GDPR);
• • a clear indication that the Vendor is a professional;
• • the Vendor's privacy policy and point of contact (DPO or equivalent);

• It is the Vendor’s responsibility to ensure that the information provided is accurate and complete in accordance with applicable regulations.

• The Vendor agrees to keep this information up-to-date, it being understood that any modification to the Vendor or Product Pages is subject to prior moderation by OVHcloud under the conditions set out in article 4.3 of this document.

Each Product Page shall contain at least:

• • the description and basic features of the Product/Service;
• • the general/specific terms and conditions of sale/use and licensing conditions of the Product/Services offered by the Vendor;
• • the Price (of sale, subscription) both excluding and including VAT;
• • its technical documentation (including any limitations or technical requirements), as well as any other information deemed useful by the Vendor and/or required by applicable regulations.

The Vendor may insert their contractual documentation in the Product Pages.

Where the Buyer is a consumer, the Vendor shall ensure that the information set out in article 11.2 of this Contract and more generally any information necessary for the performance of their pre-contractual obligation to provide information is made available, particularly in accordance with the provisions of article L 221-5 of the French Consumer Code.

The Vendor agrees not to publish on their Products and Vendor Pages any content that is illegal or that infringes the rights of third parties, nor to introduce links to such websites or content.

Any updates to the Vendor Page and/or Product Pages, or the creation of a new Product Page, must be subject to a preliminary review by OVHcloud before being published in the Marketplace, as specified in article 4.3.

The Vendor and Product Pages, as well as their updates or the creation of new pages, are published on the Marketplace only after prior validation by OVHcloud.

OVHcloud reserves the right to refuse to publish any Vendor Page or Product Page that is incomplete, has ambiguous or imprecise content, or that otherwise violates the provisions of the Contract.

5. WHAT IS THE ORDER FLOW ?

The Vendor is informed of orders made by Buyers via the Marketplace directly by email and in their Vendor Account. From this notification, the Vendor has a period of two (2) days to confirm the order with the Buyer from their Vendor Account.

6. HOW DO BUYERS AND VENDORS PAY FOR TRANSACTIONS ?

The Buyer pays for Transactions through the Payment Service Provider, which collects the amount corresponding to the Price in the name of and on behalf of the Vendor.

OVHcloud has been appointed as an agent of the Payment Service Provider and invites the Vendor wishing to make it possible for Buyers to complete Transactions involving their Products and/or Services to connect with it in order to create a Payment Account and to enter into a payment services framework agreement, in order to process the Vendor’s commercial transactions on the Marketplace. LEMONWAY terms and conditions are available to the Vendor during their sign-up process with Lemonway, which will start after their application has been accepted by OVHcloud, and are also available at https://www.lemonway.com/conditions-generales-dutilisation.Information on the authorisation given by the French Prudential Supervision and Resolution Authority (ACPR) to LEMONWAY can be found at the following link: https://www.regafi.fr .

Initially, the Price is deposited to the Holding Account and retained therein for a retention period of twenty-one (21) days. The retention period enables the amount corresponding to the Price to be blocked until the expiration of any withdrawal periods that the Buyer may be entitled to.

The Price is then transferred into the Vendor's Payment Account after deducting any Transaction Fees and Commissions set out in the STCV agreed between OVHcloud and the Vendor, even if the payment is subsequently contested. The Vendor is informed that the Payment Service Provider may charge a commission on any Transaction, even in the event of disputed payment (for example in the event of unpaid transactions, Chargeback or fraudulent payments) or in the event of a Buyer exercising their right of withdrawal.

If the Buyer has subscribed to a Service and/or Product, the Price will be paid by the Buyer according to the agreed schedule.

7. WHO IS RESPONSIBLE FOR DELIVERING THE ORDER ?

Except in cases in which delivery would be entrusted to OVHcloud as part of the subscription to a corresponding Additional OVHcloud Service, it is the sole responsibility of the Vendor to deliver the elements ordered.

The Vendor agrees to inform OVHcloud of the successful delivery of each Transaction via their Vendor Account.

8. WHO HANDLES COMMERCIAL CLAIMS AND DISPUTES ?

Buyers’ complaints should be directed to the Vendor. The Vendor is solely responsible for the management of Commercial Disputes and complaints between themselves and the Buyer.

The Vendor accepts and acknowledges that OVHcloud does not intervene in any way in the management of Client complaints or Commercial Disputes.

It should be noted that the Payment Service Provider may initiate an internal procedure for the settlement of Commercial Disputes arising between the Vendor and the Buyer in the event of a complaint. In such an event, the Vendor shall provide the Payment Service Provider with the elements in their possession (proof of deposit, proof of delivery, etc.) in order to enable it to bring an end to the claim or the Commercial Dispute.

9. HOW IS THE RIGHT OF WITHDRAWAL MANAGED ?

The Vendor is informed that Clients acting as consumers have a right of withdrawal, unless otherwise provided for under the French Consumer Code (article L 221-28).

In the event that a Client who has the status of consumer exercises their right of withdrawal, the Vendor must carry out a refund to the Client. This is done through the Payment Service Provider in the case of a Transaction.

The Vendor will be responsible for offering the Buyer a standard withdrawal form and for receiving the order in return.

The Vendor is informed that any waiver of a Client’s right of withdrawal must be express.

10. VENDOR RATING

OVHcloud may set up a system that allows the Buyer to evaluate the performance of the Vendor and the quality of the Product/Service ordered after completing a Transaction. The evaluation method and the criteria will be defined at a later stage. OVHcloud will not publish feedback from Clients who have not placed an order, or who make abusive, defamatory or excessive comments likely to damage the Vendor’s brand image.

11. WHAT ARE THE VENDOR’S OBLIGATIONS WITH OVHCLOUD ?

Throughout the duration of the Contract, the Vendor agrees to comply with all of their obligations set out herein.

The Vendor agrees to demonstrate the professionalism and due diligence of a sales and IT professional in the context of their Marketplace activity. They agree to offer quality Products and/or Services on the Marketplace and to execute the Transactions in a manner that is consistent with the contractual obligations they have agreed to.

The Vendor agrees to comply with all the obligations incumbent upon them as a result of conducting a business, in particular in terms of accounting, corporate and tax matters.

It is prohibited to engage in any act of counterfeiting, unfair competition, parasitism, misleading advertising or disparagement on the Marketplace.

It is prohibited to publish any content on the Products or Vendor Pages that is illegal or that infringes the rights of third parties, or to use the Marketplace to make any comments that are abusive, defamatory, contrary to public order, or that infringe the rights of third parties in accordance with applicable regulations.

Orders from Buyers brought through the Marketplace should be processed through it. If this is not possible (due to billing models or unsupported countries), the Vendor must provide quarterly feedback on business handled outside the platform (converted leads and revenue generated).

Les commandes des acheteurs acheminées via la Marketplace doivent être traitées par l’entremise de celle-ci. Si cela n'est pas possible (en raison de modèles de facturation ou de pays non pris en charge), le Vendeur doit fournir des rapports trimestriels sur les activités traitées en dehors de la plateforme (leads converties et revenus générés).

The Vendor acknowledges that they have a pre-contractual obligation to provide information to Buyers, professionals or consumers. Therefore, the Vendor agrees to:

• • identify themselves to Buyers in their capacity as a professional, in particular where the Buyer is a consumer;
• • provide a detailed description of the Product and/or Service on the related Product Page that is neither misleading to the Buyer nor false advertising;
• • make available to Buyers on their Vendor Page and Product Page any useful information regarding their activity, the basic features of the Product and/or Service, Prices and delivery times. Inquiries from Buyers on the Vendor’s Products and/or Services must be responded by the Vendor within forty-eight (48) hours ;
• • inform the Buyer of clear and intelligible terms of sale/use and license, in accordance with the applicable regulations;
• • ensure that any visuals, particularly advertising (photographs, videos, tutorials, etc.) published on the Product/Vendor Page respects the rights of third parties and are not of a nature to mislead Buyers about the features of the Product(s) and/or Service(s) offered;
• • ensure a smooth accounting management for Buyers (invoicing, etc.) ;

• The Vendor is solely responsible for the proper fulfilment of their pre-contractual obligation to inform Buyers, as well as for the content of the contractual conditions that bind them to the Buyers.

• As a sales professional, the Vendor declares to be aware that their obligation to provide information is reinforced when they enter into a contract with a Buyer who has the status of consumer.

The Vendor agrees to:

• • only offer quality, secure Products and/or Services that are free from any viruses or malicious programs and that comply with applicable regulations, particularly with regards to personal data protection;
• • only offer Products and/or Services for which they have the necessary rights and authorisations;
• • regularly monitor the availability of the Products and/or Services that they market on the Marketplace in order to only offer Products and/or Services that are available, and to immediately delete any Product Page relating to Products and/or Services that would no longer be available or usable;
• • not market Products and/or Services that would constitute an infringement within the meaning of the provisions of the French Intellectual Property Code or that would infringe the rights of third parties.

Therefore, the Vendor acknowledges that they are solely responsible for the Products and/or Services they offer on the Marketplace and for the proper performance of the contracts agreed with the Buyers.

Certain Services cannot be offered on the Marketplace. It is prohibited to market Services that relate to the marketing or distribution of content that:

• • is contrary to public order, the law or public morals;
• • is of a nature that would be directly or indirectly insulting, defamatory, racist, xenophobic, homophobic, revisionist or detrimental to the honour or reputation of others;
• • directly or indirectly incites discrimination or hatred against a person or group of persons because of their origin, sexual orientation, belonging or non-belonging to a particular ethnic group, nation or religion;
• • threatens an individual or group of individuals;
• • is zoophilic, paedophilic, or offers or incites prostitution or escort services;
• • is of a political nature;
• • is of a religious nature;
• • trades in or encourages trade in human body parts and products;
• • degrades or harms any human person, their dignity or integrity;
• • is pornographic or erotic in nature ;
• • incites the commission of a offence, a crime or an act of terrorism or glorifies war crimes or crimes against humanity;
• • incites suicide;
• • appeals to public generosity or public donations ;
• • offers or provides online gambling and betting services (including instant wins and lotteries) prohibited by regulation;
• • allows third parties to directly or indirectly obtain (i) modified or distributed software without authorisation or license, (ii) serial numbers of software obtained without authorisation, (iii) software allowing intrusion into computer, telecommunications or automated data processing systems, (iv) viruses and other logic bombs;
• • allows third parties to acquire weapons or military equipment;
• • allows third parties to directly or indirectly obtain illicit substances or products;
• • permits copyright infringement or the making or trading of counterfeits;
• • would violate the private nature of correspondence;
• • would be confidential by virtue of a legislative measure or legal act (including information that is internal, privileged, constitutes insider trading or falls under professional secrecy);
• • would be prohibited by competition authorities.

The Vendor agrees to:

• • comply with the rules of the banking networks and use the Payment Service in good faith, for lawful purposes only and in compliance with the general terms and conditions of the Payment Service Provider and its acceptance policy;
• • be vigilant in the transactions carried out on the Marketplace, in particular by carrying out the necessary checks concerning the amounts paid into their Payment Account;
• • take the necessary measures to comply with the PCI DSS (Payment Card Industry Data Security Standard), and where applicable, comply with the security instructions issued by OVHcloud and/or the Payment Service Provider as part of the PCI DSS;
• • report to the Payment Service Provider any anomalies concerning the amounts paid into their Payment Account within three (3) months of verification;
• • provide the Payment Service Provider or OVHcloud (in its capacity as agent for the Payment Service Provider) with any additional information, elements or supporting documents that may be requested of them for the proper functioning of the Payment Service.

The Vendor agrees to cooperate in good faith with OVHcloud’s teams regarding its Marketplace activity in order to:

• • facilitate the moderation of Vendor and Product Pages and, more generally, any content published on the Marketplace;
• • inform OVHcloud of any failure or unavailability of the Products and/or Services offered on the Marketplace;
• • report any issues with the Marketplace or the Vendor Account to OVHcloud.

The Vendor undertakes:

• to mention the Marketplace on their website, with a link to their Vendor Page or to the general Marketplace Website;
• to promote their partnership with OVHcloud through their channels (website, social media, newsletters, etc.) and participate in OVHcloud initiatives (collaborative guides, interviews, etc.), include providing a vendor testimonial during their onboarding on the Marketplace;
• not to direct to OVHcloud’s competitors any leads and customers referred by OVHcloud.

12. WHAT ARE OVHCLOUD’S OBLIGATIONS WITH THE VENDOR ?

OVHcloud is bound by a general obligation of means and is committed to making every effort to:

• • ensure accessibility and continuity of access to the Marketplace;
• • intervene in the event of an incident on the Marketplace for which it is responsible, and restore the service as soon as possible;
• • respond to Vendors’ questions regarding Marketplace usage within a reasonable timeframe.

The Vendor acknowledges that fluctuations in bandwidth and the vagaries of the internet access provider are elements that can cause a discontinuity in access to the Marketplace, regardless of OVHcloud’s control. If necessary, OVHcloud reserves the right to interrupt access to the Marketplace in order to carry out technical work to improve its operation.

In such cases, OVHcloud will make every effort to inform Vendors of the nature and duration of the works.

13. VENDOR RESPONSIBILITY

The Vendor is responsible for the correct use of the Marketplace, their Vendor Account, Vendor Page and Product Page(s), as well as the compliant use of the Payment Service and their Payment Account. It is their responsibility to ensure the security of their credentials and passwords.

The Vendor is solely responsible for the notices, documents, information and content that it makes available to Clients on their Vendor Page and Product Page(s), in particular their contractual documentation, which must be in compliance with the applicable regulations.

The Vendor is solely responsible for the Products and/or Services it sells on the Marketplace and assumes all associated risks.

The Vendor shall be responsible for any disputes or litigation between the Vendor and any other Vendor, Payment Service Provider, or Buyer relating to their Marketplace activity.

In the event of a persistent/unresolved dispute, OVHcloud reserves the right to intervene where necessary to find an amicable solution to the dispute in question.

5. RESPONSIBILITIES OF OVHCLOUD

OVHcloud may only be held liable towards the Vendor for acts which are directly attributable to it and in accordance with the conditions of the law, solely for direct, personal and certain damages that immediately arose from the non-performance of their own obligations, in accordance with the provisions of Articles 1231 et seq. of the French Civil Code.

OVHcloud shall not be held liable for any indirect damages as defined by the case law of the French courts, including a loss of opportunity to sell one’s Products and/or Services due to the unavailability of the Marketplace or suspension of one’s Vendor Account.

Any action directed against the Vendor by the Buyer or a third party constitutes indirect damage and therefore does not qualify for compensation. Buyers’ claims must be made directly to the Vendor, who alone assumes full responsibility for them.

In any event, for all damages combined, OVHcloud shall be liable to the Vendor up to the total limit of the amounts invoiced by OVHcloud to the Vendor as part of their Marketplace activity over the last six (6) months.

Any complaint or dispute from the Vendor towards OVHcloud must be addressed to OVHcloud’s head office, by registered letter with acknowledgement of receipt, detailing the objections and listing the provisions violated, at the latest eight (8) business days from the date of the operative event, under penalty of forfeiture.

The Vendor acknowledges and formally accepts that OVHcloud shall not be held directly or indirectly liable in any capacity whatsoever for any damages relating to:

• • the use of a Product or Service provided by the Vendor on the Marketplace, and more generally to Commercial Disputes;
• • the non-payment by the Buyer of a Product and/or Service for any reason (transaction rejection, payment cancellation, etc.);
• • an interruption in access to the Marketplace caused by a malfunction or inadequacy of the Vendor’s hardware/software, whatever the cause;
• • an interruption in access to the Marketplace due to a technical intervention required for it to work properly (preventive or corrective maintenance of the Marketplace);
• • any disruption or interruption in the supply or operation of telecommunication facilities by the network operators to which the Marketplace is linked, particularly in the event of a malfunction of the local operator’s network;
• • the Vendor’s misuse of the Marketplace or any of the tools provided;
• • misuse of the Marketplace by a Client that causes harm to the Vendor;
• • fraudulent use of the Vendor’s credentials and passwords associated with their Vendor Account and Payment Account;
• • any damage, particularly commercial damage (loss of customer base, loss of order, any business disruption, damage to brand image or action directed by a Buyer against the Vendor) that the Vendor might claim due to the temporary suspension or permanent closure of its Vendor Account by OVHcloud, in particular due to the Vendor’s wrongful conduct;
• • a case of force majeure as set out in article 23.2 of this document;
• • any incident, or interruption of the Payment Service for any reason;
• • the suspension (temporary or permanent) of the Vendor’s Payment Account by the Payment Service Provider, or the termination by the Payment Service Provider of its payment agreement with the Vendor, for any reason.

15. WARRANTIES

Each Party represents and warrants to the other Party (a) that it has all the rights and permissions to engage in and perform the obligations contained herein; (b) that the performance of their obligations herein does not violate any agreement to which that Party may be bound with a third party; (c) that it will comply with the regulations applicable to the performance of its activities, including the rules relating to consumer protection (if applicable) and the protection of privacy and personal data; (d) that it will comply with the applicable laws on combating fraud, money laundering and terrorist financing; and (e) that it will comply with the applicable rules on asset freezing and embargos.

The Vendor represents and warrants that the Product(s) and/or Service(s) offered do not infringe in whole or in part upon any rights that third parties may claim (including in particular software copyrights, trademarks, patents, etc.). If necessary, the Vendor shall be responsible for acquiring from any third party the rights and authorisations necessary to use the Products and/or Services offered on the Marketplace and shall discharge OVHcloud from any responsibility towards such third parties.

Consequently, the Vendor guarantees OVHcloud against:

• • any actions or claims based on, inter alia, counterfeiting, unfair competition and/or parasitic behaviour relating to a Product/Service offered by the Vendor on the Marketplace or relating to the Vendor’s actions on the Marketplace;
• • any recourse or claim by a Buyer for damages suffered in connection with a Product/Service ordered on the Marketplace (non-compliance, failures, hidden defects, delayed delivery, etc.);
• • any recourse or claim by a Buyer relating to the performance of the contract agreed between the Vendor and the Buyer;
• • any recourse or claim by a Buyer related to the processing of their personal data by the Vendor;

In the event that OVHcloud is held liable by a Buyer, by the Payment Service Provider or, more generally, by any other third party for an act attributable to the Vendor, the Vendor guarantees, indemnifies and holds OVHcloud harmless against any damage suffered by OVHcloud and against any liability action that is brought against OVHcloud due to the Vendor’s violation of the rights of third parties (including Buyers) or their failure to fulfil their obligations under the Contract or the applicable regulations.

The Vendor shall be liable for any sums payable by OVHcloud (damages, penalties, fines, etc.) and for all costs incurred by OVHcloud in its defence (including legal fees, bailiffs, expertise, and all damages OVHcloud may be ordered to pay in a court decision), without limitation.

The provisions of this article do not preclude any potential damages that OVHcloud may be entitled to claim as a result of this damage suffered, in particular for damage to its image and reputation, or for any tax warranties set out in article 19.4.

16. AUDIT

The Vendor hereby authorises OVHcloud to audit, at its own expense, the Vendor’s compliance with all of their obligations under the Contract, in particular the Services that require an infrastructure to be provided and/or hosted by OVHcloud as agreed between the Parties in the STCV. This audit may be carried out by OVHcloud or by an external firm, which cannot be a competitor of the Vendor.

OVHcloud agrees to notify the Vendor in writing of its intention to conduct an audit, subject to a minimum of ten (10) days’ notice. When the audit is entrusted to an external firm, OVHcloud shall inform the Vendor of the identity of the organisation carrying out the audit and ensures that it is subject to a confidentiality agreement.

OVHcloud may keep a record of these transactions and provide it to the Vendor so that they can make any potential comments.

The Vendor agrees to cooperate in good faith during the audit, to facilitate the auditors’ access to the Vendor’s sites (if necessary) and to provide them with information and documents useful to their work.

In the event that the results of the audit demonstrate that the Vendor has failed to fulfil one or more of their obligations under the Contract, the audit fees will be charged to the deficient Vendor.

17. PROPRIETE INTELLECTUELLE

The Marketplace and each of its elements, including but not limited to the brands, logos, icons, infographics and photographs that comprise it, are protected under international intellectual property legislation. The content appearing on the Marketplace Website and on the OVHcloud Website is the property of OVHcloud or of other companies (e.g. Vendors).

Any use, reproduction or representation of all and/or part of these websites and their components, of any kind or in any format, is unauthorised without express permission from OVHcloud or the rights holders.

The Vendor authorises OVHcloud, on a free, non-exclusive basis, to reproduce the Vendor’s trademarks and logos and those of its Product(s) and/or Service(s), as well as their names, during the contractual relationship as part of the marketing activities for the Marketplace, of the layout of the Vendor Pages and Product Pages, and more generally the of Marketplace’s activity and its promotion to third parties.

18. PERSONAL DATA

18.1.1. Processing carried out by the Vendor as a data controller

Using the Marketplace involves the Vendor processing personal data about Buyers (surname, first name, billing address, etc.).

When processing Buyers’ personal data in connection with the use of the Marketplace, the Vendor acts as a data controller within the meaning of the Applicable Personal Data Protection Regulation.

As such, the Vendor agrees to process personal data only for the purposes of fulfilling orders and fulfilling their obligations under the Contract.

The Vendor agrees to comply with all of their obligations as a data controller under the Applicable Personal Data Protection Regulation and guarantees OVHcloud against any recourse from Buyers in this regard.

They agree to keep their data protection policy or any other policy relating to the processing of personal data for which they are responsible accessible on their Vendor or Product Pages, specifying the processing carried out in this regard as well as all the necessary information as detailed in article 13 of the GDPR (including data processed, recipients, purposes of processing, location and duration of processing, etc.).

If, during the Contract, the Vendor is unable for any reason to comply with their obligations as a data controller, they agree to inform OVHcloud, who may temporarily suspend their Vendor Account and/or terminate this contract as of right on the date notified to the Vendor, without the Vendor being entitled to any compensation.

18.1.2. Processes carried out by the Vendor as a data processor

When performing the Services offered on the Marketplace, the Vendor may process personal data as a processor acting in the name of and on behalf of the Buyers. The Vendor agrees to:

• comply with the obligations placed on them in this capacity by the Applicable Personal Data Protection Regulation;
• include a contract or legal act, as set out in article 28 of the GDPR, in the terms of sale associated with the Product(s) and/or Service(s) offered on the Marketplace, including a description of the technical and organisational measures implemented, as set out in article 32 of the GDPR.

18.2.1. Processing carried out by OVHcloud as a data controller

As part of the performance of the Contract, OVHcloud, as a data controller, carries out processing operations with the purpose of (a) managing the contractual relationship established between the Partner and OVHcloud, (b) making available, maintaining and managing the Marketplace (including the creation of Vendor and Buyer accounts, managing the platform’s security and performance, etc.),(c) fighting fraud, and (d) complying with applicable regulations (including legal obligations to store connection logs and user identification for the Marketplace).

With regard to the purposes mentioned in points (a), (b) and (c) above, the personal data processed may comprise the following: Vendor and Buyer identification data (surname, first name, postal address, email address, telephone number), history of request and tickets opened with OVHcloud support, order history, Marketplace connection logs.

With regard to the purposes mentioned in point (d) above, the personal data concerned is that whose processing and storage is necessary for OVHcloud to comply with the regulations that apply to it (namely IP addresses, login logs and credentials for the Marketplace and for the Marketplace user interfaces).

OVHcloud agrees to comply with all of its obligations as a data controller under the Applicable Personal Data Protection Regulation. The conditions of the processing carried out by OVHcloud as a data controller (including purposes, duration of storage, etc.) are detailed in the OVHcloud personal data usage policy available on the OVHcloud Website.

The Vendor also authorises OVHcloud to transfer the aforementioned personal data to processors acting on instructions from OVHcloud within the framework of the processing purposes set out in points (a), (b) (c) and (d) above. In this case, OVHcloud will ensure that a contract between OVHcloud and the processor is in accordance with the regulations in force, and that the processor implements appropriate technical and organisational measures.

If personal data is transferred outside the European Union to a destination country that the European Commission does not consider to provide a sufficient level of personal data protection, one of the following safeguards shall be put in place: (x) signing a contract in accordance with the standard contractual clauses adopted by the European Commission, (y) implementation of Binding Corporate Rules (or “BCR”) recognised as complying with the requirements set out by the group in article 29 of Directive 95/46/EC in order to be deemed to provide a sufficient level of personal data protection transferred within the Processor’s Group, or (z) any other protection device in accordance with the regulations in force.

In accordance with the GDPR, the Client has the right to access, rectify, delete, limit, transfer and oppose the aforementioned Personal Data concerning them. This right can be exercised by using the form provided for this purpose on the OVHcloud Website, or by post to the address: OVH SAS, Data Protection Officer, 2 rue Kellermann, 59100 Roubaix, France. Each request must be accompanied by a proof of identity. They will be replied to within thirty (30) days of receipt. The Client also has the possibility to file complaints with the competent protection authority.

18.2.2. Processes carried out by OVHcloud as a processor

In performance of the Contract and as a processor in the name of and on behalf of the Vendor, OVHcloud processes personal data in order to manage the Vendor's commercial activities on the Marketplace, in particular the Vendor’s listing of the Product(s) and/or Service(s) offered by them on the Marketplace, sales promotions, order management, purchase facilitation, claims management, etc.

The data processed in this context includes the Vendor and Buyer identification data (surname, first name, postal address, email address, telephone number), history of requests and tickets opened with OVHcloud support, order history, and Marketplace connection logs.

Any processing carried out by OVHcloud as a processor in the name of and on behalf of the Vendor is subject to the conditions set out in the Data Processing Agreement.

The Vendor is informed that OVHcloud uses the following processors that may be involved in the aforementioned processing carried out by OVHcloud:

• • Mindmatrix Inc.: Services: Marketplace delivery.
• • LEMONWAY: Services: Payment service linked to transactions made on the Marketplace.

The conditions under which these sub-processors are involved in the processing are described in the following articles.

18.3.1. Traitements réalisés par Prestataire de Service de Paiement en qualité de responsable de traitement

18.3.2. Processes carried out by the Payment Service Provider as an OVHcloud sub-processor

The Vendor is informed that some of the personal data contained in their Vendor Account is transmitted to the Payment Service Provider for the purposes of providing payment service services relating to transactions made on the Marketplace.

The Vendor agrees not to use the Buyers’ personal data to send bulk emails (spam) to Buyers who do not wish to receive them.

OVHcloud reserves the right to suspend the Vendor Account if any Vendor who does not comply with this prohibition, without notice.

19. PRICING AND FINANCIAL CONDITIONS

The Vendor’s conditions of listing of their Product(s) and/or Service(s) on the Marketplace are set out in the STCV, along with the prices of any Additional OVHcloud Services subscribed by the Vendor.

The Price of Products and/or Services is freely determined by the Vendor. This Price must be clearly indicated on the Product Page (amounts before and after all taxes).

Any promotion, discount or reduction granted by the Vendor shall be under their sole responsibility and in compliance with the rules of competition and consumer laws.

The Vendor agrees that the Price of their Products and/or Services offered on the Marketplace shall not be higher than the prices and pricing conditions applied on other merchant sites and/or marketplaces.

19.3. Chargeback

It is expressly agreed that any refunds to Buyers are the sole responsibility of the Vendors.

The Vendor agrees not to exceed a reasonable rate of “Chargeback” provided by the Payment Service Provider (this reasonable rate cannot in any case exceed 0.1% of the quarterly number of Transactions received by the Vendors on the Marketplace).

In the event of non-compliance with the maximum Chargeback rate set out in the Payment Service Provider’s general terms and conditions, the Vendor agrees to bear any potential penalties from payment or banking service providers and credit card organisations that would be applied by the Payment Service Provider, including the possibility of funds being frozen in their Payment Account.

The Vendor declares to be a tax resident of a member state of the European Union or of the United Kingdom and is solely responsible for the calculation, application, validation, collection and payment of all taxes, duties and fees (hereinafter indistinctly referred to as “Taxes”) on the Transactions and for their respective payment.

In this context, the Vendor is also solely responsible for invoicing or any other tax obligation relating to a Transaction, including the provision of related information and documents to Buyers.

For reference purposes, OVHcloud may provide the Vendor with invoice templates that the Vendor may use under the sole responsibility of the latter. In any case, these templates must be reviewed and verified by the Vendor in order to comply with the applicable legislations, including mandatory information that shall be included in the invoices. OVHcloud gives no warranty as to the compliance of these templates.

As a result, the Vendor warrants and agrees to hold OVHcloud harmless at all times from any actions or measures taken by tax authorities against OVHcloud in connection with Transactions and arising from a breach, by the Vendor, of the obligations set out in this article, or from a false declaration contained in this article.

20. INSURANCE

The Vendor alone assumes all of the risks associated with their activity as a professional Vendor on the Marketplace. As such, it is their responsibility to take out an insurance policy necessary to cover all the usual risks and all damages (including loss of operation, profit, non-material damage, etc.) that they may suffer.

The Vendor shall maintain their insurance policy throughout the contractual relationship and shall provide OVHcloud with a copy of their insurance certificate immediately upon request.

21. DURATION, SUSPENSION AND TERMINATION

L’accès à la Marketplace par le Vendeur est autorisé par OVHcloud pour une durée indéterminée.

OVHcloud has the power to suspend the Vendor’s access to the Marketplace and to block access to the Vendor Account (including access to funds in the Payment Account) if the Vendor (a) has breached the terms of the Contract, (b) provides or has provided false, incomplete, inaccurate or misleading information or engages in fraudulent or illegal activities, or (c) has an excessive rate of claims or Commercial Disputes (with more than 5% of their Transactions undergoing claims in the last sixty (60) days), or (d) if OVHcloud has any doubts about the security of the Vendor Account, including its credentials, or (e) if there is any suspected unauthorised or fraudulent use of the Vendor Account or of any payment information in their Payment Account.

OVHcloud will inform the Vendor of the suspension of their Account and the reason for it before the suspension where possible, and at the latest immediately after the suspension, unless such prior information is likely to compromise security measures or is prohibited by the applicable law. OVHcloud will reactivate the Vendor Account and/or renew their credentials once the cause of suspension has been resolved, or, failing this, terminate the Contract.

Either Party may put an end the Vendor’s access to the Marketplace by terminating the Contract by providing a 2-month prior written notice to the other Party.

The Contract can be terminated online via the Vendor Account or by email addressed to OVHcloud, following the instructions displayed on the Marketplace Website.

In the event that OVHcloud terminates the Contract, the Vendor receives a notification on their Vendor Account and/or a termination email.

In the event of termination, for whatever reason, the Vendor Pages and Product Pages associated with the Vendor will be deactivated and will no longer appear in the Marketplace. Buyers (Clients) will be informed that future billing of Products and/or Services can be carried out directly with the Vendor after 30 (thirty) days from this notification.

After this period, payments for the Products and/or Services will no longer be carried out through the Payment Service Provider.

Any Additional OVHcloud Services subscribed by the Vendor may also end on the termination date/after a thirty (30) day notice period.

The Vendor Account will be permanently deleted within thirty (30) days from the termination date/termination prior notice date. It is the Vendor’s responsibility to export their data and history within this period.

22. CONFIDENTIALITY

Each of the Parties shall keep strictly confidential the information belonging to the other that has come to their knowledge during the performance of the Contract.

This information relates to any document or information of any kind belonging to the other Party, exchanged in any medium and in any manner whatsoever, including orally during meetings, negotiations or interviews, in particular regarding economic, financial, technical, commercial, know-how or methodological aspects.

The Parties acknowledge that the information communicated between them is a priori confidential without it being necessary to specify or mark the information as confidential. All exchanges between OVHcloud and the Vendor shall therefore remain strictly confidential.

Unless expressly agreed in writing, each Party shall take all measures to ensure that this confidentiality is respected and to prevent any of this information from being disclosed to third parties to the Contract.

However, each Party’s obligation of confidentiality herein does not apply to:

• a) confidential information disclosed to any subsidiary of either Party, consultants, subcontractors, or any other person in connection with the provision of the services, provided that the disclosing Party takes all necessary precautions to ensure that all such persons keep the information confidential;
• b) information which is known to be in the public domain prior to signing this document; or
• c) information that must be disclosed under applicable law or regulation, or under a judicial or administrative order.

This confidentiality obligation shall remain in force for the entire duration of the contractual relationship between the Vendor and OVHcloud, and shall continue for a period of five (5) years following its termination.

23. GENERAL PROVISIONS

For any exchange of information by email, the date and time saved on OVHcloud servers shall prevail.This information shall be stored by OVHcloud during the period of the contractual relationship with the Vendor and archived during the legal limitation period.

In general, data on computer or electronic media stored by OVHcloud on its servers constitutes legally admissible means of proof with the same probative value as any document that is drawn up, received or stored in writing, and this data may be validly produced by OVHcloud in any dispute or procedure and shall be enforceable against the Vendor.

No Party to the contract shall be liable for partial or total non-performance of its obligations or for any delay in the performance of its obligations if such non-performance or delay is due to a case of force majeure, including but not limited to total or partial strikes (whether internal or external to the company), bad weather, earthquakes, fires, total or partial malfunction resulting from disturbances or interruptions in the supply or operation of the means of telecommunications provided by the network operator(s) to which the Marketplace is connected, blocking of telecommunications, or failure of the power supply. This list is not exhaustive but covers cases determined by the case law of the French courts.

The occurrence of a case of force majeure shall initially automatically suspend the performance of all or part of the obligations set out herein.

The Party wishing to claim a case of force majeure shall, within eight (8) days, and under penalty of forfeiture, provide notice to the other Party by registered letter with acknowledgement of receipt of the beginning and the end (if foreseeable and certain) of this event and indicate the possible consequences that this case of force majeure has on their contractual obligations.

If, after a period of two (2) months, the performance of the Contract remain suspended due to a case of force majeure, they will automatically be terminated without legal formality by the provision of a 15-day prior notice sent by registered letter with acknowledgement of receipt, unless expressly agreed otherwise by the Parties.

If the case of force majeure lasts more than thirty (30) consecutive or non-consecutive days, each of the Parties may terminate the Contract unilaterally by right, without legal formality, by the provision of a 15day prior notice sent by registered letter with acknowledgement of receipt, unless expressly agreed otherwise by the Parties.

Any termination of the Contract due to a case of force majeure entitles OVHcloud to the payment of any amounts due by the Vendor in connection with their use of the Marketplace or OVHcloud’s Additional Services.

OVHcloud may update and modify the Contract, except the STCV, without any further formality other than notifying the Vendor in advance via a notification on their Vendor Account. The new terms shall become effective immediately upon acceptance by the Vendor or, in the absence of action by the Vendor, within thirty (30) calendar days.

The Vendor has thirty (30) calendar days from receipt of the modification notice in their Vendor Account to refuse the new terms and terminate the Contract, under the conditions set out in article 21 of this document.

The terms currently in force will then continue to apply for the duration of this notice. Failure by the Vendor to terminate within the aforementioned period will result in the new terms being deemed accepted.

The Vendor has been selected for personal consideration and is not authorised to assign and/or delegate the rights and obligations arising from the Contract without the prior written consent of OVHcloud. The Vendor who has accepted the Contract and selected by OVHcloud as a Vendor within the meaning of the Contract will be considered as OVHcloud’s sole co-contractor.

Neither Party may assign the Contract, even in part, without the prior written consent of the other Party. As an exception, OVHcloud may assign the Contract, or any part thereof, to one of its Affiliates.

In that way, as of the effective date of the current version of these GTCV, OVH agrees and undertakes to (a) perform any and all of obligations of OVH GROUPE under the Contract, and (b) enforce any and all of its rights under the Contract on the Vendor, whether such obligation or right arose prior to, on or subsequent to the the effective date of the current version of these GTCV, and agrees to be bound by the terms and conditions of the Contract in every way as if OVH were the original party to the Contract in place of the OVH GROUPE.

Likewise, as of the effective date of the current version of these GTCV, the Vendor agrees and undertakes to (a) perform any and all of its obligations under the Contract only to the benefit of OVH, and (b) enforce any and all of its rights under the Contract only on OVH, whether such obligation or right arose prior to, on or subsequent to the the effective date of the current version of these GTCV, and agrees to be bound by the terms and conditions of the Contract in every way as if OVH were the original party to the Contract in place of the OVH GROUPE.

The Vendor recognizes OVH as OVH GROUPE’s successor in interest in and to the Contract, and that OVH becomes the only entitled to all rights, titles, and interests of OVH GROUPE in and to the Contract as if OVH were the original party to the Contract.

The Vendor acknowledges that they are not bound by an exclusivity clause with OVHcloud, so that they can freely develop their customer base and offer their Products and/or Services on other marketplaces, including competitors to the Marketplace.

In the event that one or more provisions of this Contract are held to be invalid by the application of a law, regulation or an administrative or judicial decision that has become final, the other provisions shall retain their full force and scope.

OVHcloud’s failure to invoke or delay in invoking a clause of this Contract shall not be construed as a waiver of this clause in the future, unless OVHcloud expressly waives it in writing.

Similarly, OVHcloud’s failure to avail itself of the Vendor’s failure to fulfil any of its obligations under the Contract shall not be considered a waiver to obtain compensation for that failure.

In the event that OVHcloud is involved in a mediation procedure requested by a Buyer as the result of an act attributable to the Vendor, the latter will bear the full costs incurred by OVHcloud in connection with this mediation.

Any dispute arising from the interpretation, performance or termination of this Contract between a Vendor and OVHcloud shall be submitted to one of the following two mediators:

• • The French Ombudsman for Electronic Communications (“ACME” being the French acronym) as detailed on the website
• • The European Commission platform, as detailed on the website

The advance costs of the mediation shall be shared equally between the Vendor and OVHcloud.

This Contract is governed by French law.

The Tribunal de Commerce de Paris will have sole jurisdiction to hear any dispute between OVHcloud and the Vendor in relation to this Contract, including precautionary procedures, emergency procedures, or in the event of summary or warranty proceedings, a petition, or multiple defendants.