GENERAL CONDITIONS OF SALE

This contract has been signed between the Client and Orange Cloud for Business, a simplified joint-stock company of type “SAS” with a single shareholder, with a share capital of €112,919,820.06 , listed in the Trade and Companies register of Bobigny under n° 501 615 280 , with registered office at 1 place des droits de l’homme, 93210 Saint Denis La Plaine (hereafter “Orange Cloud for Business”) within the context of use of the Services of the Cloudwatt offer proposed by Orange Cloud for Business.

Definitions

“Catalog”: designates the catalog of products and services of the Cloudwatt offer proposed by Orange Cloud for Business. The Catalog of Services of the Orange Cloud for Business Cloudwatt offer is accessible from the Internet Site www.cloudwatt.com.

“Content”: designates all applications, development, data, databases, software applications and information, regardless of form, belonging to the Client or to a Guest, and hosted by Orange Cloud for Business on the Cloudwatt solution, from the point where this Content was submitted by the Client or by a Guest on its storage space.

“Price list”: designates the prices charged by Orange Cloud for Business for the Cloudwatt offer, as published on the Internet site www.cloudwatt.com.

“Services”: designates the cloud services of the Cloudwatt offer proposed by Orange Cloud for Business, of which a list is given in the Catalog.

“Internet Site”: designates the Internet site www.cloudwatt.com, published by Orange Cloud for Business, comprising, amongst other information, a description of the Services as well as related financial and technical information. The Client can access the Services from this Internet Site.

Purpose of the General Conditions of Sale

The purpose of the General Conditions of Sale is to define the terms and conditions applicable to the use, by the Client, of the Services of the Cloudwatt offer proposed by Orange Cloud for Business, and accessible via the Internet network.

Contractual Documents

The Contract comprises the following contractual documents, given in decreasing order of priority.

If there be contradiction, between the above documents, concerning one or several provisions, the higher-ranking document shall prevail.

Entering into the Contract online

Access and subscription to the Services are only available via the Internet Site.

It is considered that the Contract has been irrevocably formed once the Client’s bank details have been checked and once the Client has accepted these General Conditions of Sale, which the Client acknowledges as having read and understood.

The Client Account enabling access to the Services is created simultaneously with the validation of the Bank Account Details and with the acceptance of the General Conditions of Sale.

Changes to contractual documents

Where doing so should be necessary, in particular to further enhance the quality of Services rendered, Orange Cloud for Business is entitled to update the General Conditions of Sale. Prior to a new version of the General Conditions of Sale entering into force however, Orange Cloud for Business shall send, to the email address entered by the Client when setting up its Client Account, an email informing the Client of the impending update. The updated version of the General Conditions of Sale shall be available on the Internet Site.

By continuing to access the Services are to use the Services after a new version of the General Conditions of Sale has entered into force, the Client is considered as having accepted this new version, unless the Client has expressed its refusal to do so in accordance with provisions below.

In the event where the Client wishes to withhold acceptance of a new version of the General Conditions of Sale, the Client can, within no more than thirty (30) following entry into force of the new General Conditions of Sale, notify its refusal by sending a registered letter with proof of delivery to the following address: Orange Cloud for Business , Centre de Contact, 892 Rue Yves Kermen, 92100 Boulogne-Billancourt, France. The Client gives a commitment that Guests shall respect the provisions of the General Conditions of Sale, as well as any modifications made by Orange Cloud for Business.

Description of Services

A detailed description of the Services proposed by Orange Cloud for Business is available on the Internet Site. Given the high level of upgradability of technologies used in the cloud computing sector, it is considered the Client has been fully informed, and accepts, that the Catalog changes over time. Orange Cloud for Business shall inform the Client of said updates.

The Client can then terminate the Contract, in compliance with the provisions of the “Duration” article herein.

Duration

The Contract enters into force as from the date of subscription, by the Client, to the Services.

The Contract is concluded for a duration of one month, tacitly renewable by successive periods of one calendar month, unless terminated by either Party by giving a prior notice of two (2) days by registered letter with proof of delivery. In all cases, termination of the Services shall be actioned as soon as the Client has confirmed that the Client has retrieved all of the data and configurations as used by the Client within the context of the Services. The Client is informed that the Client shall be charged for consumption of the Services up to the date of effective termination thereof.

Creation of a Client Account

To avail of the Services, the Client must first:

The information provided by the Client must be accurate and truthful, and the Client must be able to prove that this is the case on first request thereto from Orange Cloud for Business. The Client must enter a valid email address that shall be used, amongst other purposes, to send an email confirming its registration as well as the administration of the Services.

The password and email address corresponding to the Client Account are personal and confidential. Any usage of a Client Account and of the Services is presumed as having been enacted by the Client in question. The Client shall bear full and sole liability for keeping its password safe and confidential, and therefore, the Client shall bear all the consequences that might ensue from an accidental disclosure of its password to a third-party. Identification data provided by the Client when subscribing to a Client Account are conserved by Orange Cloud for Business for the time duration provided for by the Bill n° 2004-575 of 21 June 2004 (“Trust in the Digital Economy” Bill).

Conditions of use of the Services

The Client is responsible for the Content which it disseminates, uses and/or transfers, and in this regard, undertakes to respect legislation in force.

The Client agrees not to use a robot nor any form of automated process to access, or to attempt to access, the sites https://www.cloudwatt.fr, https://www.cloudwatt.com or indeed any mobile application associated with Orange Cloud for Business.

The Client undertakes not to engage in any fraudulent, abusive or excessive use of the Services.

The Client gives an undertaking that neither the Content nor hosting thereof nor dissemination thereof shall not constitute:

Under current legislation in France, Orange Cloud for Business is not under any general obligation to monitor the content posted by Orange Cloud for Business nor does it have any nature of general obligation to identify the reality of facts or circumstances pertaining to illegal activities.

However, pursuant to current legislation in force in France, Orange Cloud for Business may be obligated to withdraw any clearly illegal content which is send and/or stored via the Services immediately upon Orange Cloud for Business taking cognizance thereof, and to provide information to identify the concerned Client upon formally request thereto from legal and/or administrative authorities.

Orange Cloud for Business shall be entitled to immediately suspend, without prior notice, the Client’s access to the Services if Orange Cloud for Business has been informed of a failure, on the part of said Client, to respect regulations in force and/or the provisions of this article.

The Client is hereby informed that Orange Cloud for Business supervises its technical infrastructures, and in particular, the consumption of resources by its Clients. In this regard, Orange Cloud for Business can, if the circumstances so require (for example, abusive use of the Services, security breach detected, court-order, etc.) proceed to the requisite technical and other verifications.

In order to take protective measures against abusive or uncontrolled uses, the Client is hereby informed that Orange Cloud for Business has set a maximum quota on resources used in relation to the Services.

Client shall be responsible for ensuring that Guests respect the provisions of the Contract. In particular, the Client undertakes to furnish its Guests with a complete copy of this article as well as of the provisions of the appendix “Good Conduct Charter”.

The computerized logging by Orange Cloud for Business of data, elements or documents exchange between Orange Cloud for Business and the Client within the context of the Services on any IT media conserved by Orange Cloud for Business shall be considered as constituting complete evidence and documentary evidence, including before courts of law, of the date, of the persons involved, and of the deliberate intention of said persons to express the related content. Likewise, by express agreement between Client and Orange Cloud for Business, the logging systems, control systems or supervision systems used by Orange Cloud for Business in relation to the Services shall be considered as proof of the date, duration, and the conditions of access and use of the Services by the Client, including, in particular, when calculating the cost of the Services.

Suspending the Services

Orange Cloud for Business shall be entitled to immediately, and by the sole operation of law, suspend the services in the following cases:

Insofar as possible, Orange Cloud for Business shall inform the Client in advance, by email sent to the email address attached to the Client, of impending suspension of the Services, and the expected duration thereof.

In the event of suspension of Services, Orange Cloud for Business shall be released from its obligation to provide the subscribe Services and shall not incur any liability for any losses suffered by the Client or Guests during the suspension periods.

The subscribed Services shall be reestablished as soon as the events which led to the suspension of the Services has been remedied. If this does not occur, the suspension of the Service can lead to termination of the Contract under the conditions set out in the article “Contract Termination”.

Financial Conditions

Cost of the Services

The cost of the Services are given in the euro currency, excluding VAT, in the Price List on the Internet Site.

Orange Cloud for Business shall be entitled to modify these prices, notably to reflect changes to the catalog of Services. Orange Cloud for Business shall inform the Client of any such changes.

In response to price changes, the Client shall be entitled to terminate the Contract, in compliance with the provisions of the article “Duration” of this Contract.

Conditions of payment

Usage of the Services by the Client and its Guests is billed each month by Orange Cloud for Business on the basis of actual Client consumption in the course of the preceding month, with the cost of said usage based on the Price list applicable in the course of the month in question.

If, in the course of a given month, the consumption by the Client of the Services is less than €5 (five euro) including VAT, the Client shall receive an invoice but the corresponding amount shall not be deducted; instead, it shall be carried forward to the invoice of the following month(s) until such a time as it is equal to or greater than €5 (five euro) including VAT, at which point the corresponding amount is automatically debited. In any case, regardless of the amounts corresponding to Client consumption, any debit balance shall be automatically settled, by means of a debit operation, effectuated no later than 31 December of each calendar year.

Any disagreement concerning billing should be notified to the Orange Cloud for Business contact center (“centre de contact”) by email, using the contact form in the Client’s reserved space, and must be submitted within no more than one month following issuing of the invoice. Following this time, it shall be considered that the Client has accepted the invoice.

The invoice shall be charged to the account associated with the credit card, as indicated by the Client when signing up to the Services.

Subject to the application of the provisions of the articles “Duration” and “Termination” of these General Conditions of Sale, renewal of monthly payments shall be tacit and automatic.

Regarding the online payment of Services, this shall be executed by a means of a secure solution featuring a Secure Socket Layer (SSL) encryption procedure. This means that the credit card details of Clients are always encrypted on the Internet.

Orange Cloud for Business send an e-invoice to the email address associated with the Client Account, and available at the Client Account.

Client representations, warranties and obligations

The Client undertakes to refrain from any action which might compromise the integrity or correct operation of the Orange Cloud for Business infrastructure and Services (notably by engaging in such actions as port scanning, stress testing, vulnerability hunting, access rights hacking, attempts to overload mechanisms ensuring logical partitioning, etc.). Likewise, the Client undertakes not to, nor to attempt to, access data or information which does not belong to the Client, even if permitted to do so by the system. The Client expressly acknowledges that the Client bears full and sole responsibility for all the processing and operations executed towards the exterior by means of its Virtual Machines or by those of its Guests. In particular, the Client undertakes to respect all legislation measures in force, and Orange Cloud for Business shall not incur any liability for, nor be held responsible for, the content of any information sent or disseminated, nor for any operations which the Virtual Machines of the Client or those of Guests might carry out.

Moreover, the Client expressly acknowledges that the Client bears full and sole responsibility for protecting its Virtual Machines and data which said Virtual Machines can access, in virtue whereof, the Client must implement suitable security measures in order to protect its applications (for example, professional authentication of Users, filtering via network firewall and/or application firewall, anti-virus and anti-malware, constant updating of security fixes, etc.). The Client undertakes to implement all measures required to save its data.

In the event of an anomaly occurring on a resource and this constituting a threat for the correct operation or integrity of the Services (for example, a Virtual Machine has been infected by a malicious bot), or alternatively, in the event of notification, by the appropriate authorities, of an illegal activity, the Client accepts that some or all of its accesses can be suspended without prior notice, this by, and by means of, any actions which Orange Cloud for Business considers necessary (shutdown of the Virtual Machines, deactivation of the virtual network, deactivation of public IPs, etc.). Orange Cloud for Business shall do its utmost to notify the Client, as soon as possible, of measures undertaken.

Obligations of Orange Cloud for Business

Orange Cloud for Business undertakes to take all professional measures required to provide the Services in compliance with the provisions of the Internet Site. In providing the Services, Orange Cloud for Business has an obligation of means. Orange Cloud for Business has an infrastructure to provide protection against denial of service, both distributed and non-distributed (DDoS and DoS) of which the purpose is to keep the Orange Cloud for Business Services as well as those of the Client operational in the event of an attack from the Internet. These filtering mechanisms (i.e., protection against denial of service attacks) sometimes require analyzing all traffic coming from the Internet to the intention of the Client, so as to assess the legitimacy of said traffic.

The protection provided by this infrastructure is intended to counter mass attacks launched in order to saturate the capacities of the various devices along the chain between the Internet and the Services. The protection infrastructure itself comprises a pallet of resources to analyze, limit, delete and clean traffic. The Client is informed that the DoS and DDoS protection infrastructure is not a secure solution for Client systems. Therefore, this protection infrastructure does not replace, and should not be considered as replacing, any tools which the Client should implement to make its systems secure (Firewall, Patch Management, IDS, etc.).

The protection infrastructure is operated by the Orange Cloud for Business technical teams, upon detection of the protection infrastructure. In the event of an attack, Orange Cloud for Business deploys all the resources which it considers necessary to protect its Orange Cloud for Business and to limit the impact of the attack on the services hosted by its Clients, without however giving Clients any guarantees as to the results. Moreover, since DoS and DDoS attacks are complex and changing, they can lead to Services becoming unavailable, notably as regards services hosted by Orange Cloud for Business Clients; If this occurs, Orange Cloud for Business shall not incur any liability, notwithstanding the protection infrastructure deployed.

In its capacity as a host within the meaning of law n° 2004/575 dated 21 June 2004 (“Trust in the Digital Economy” Bill), and the directive n° 2000/31/EC of 8 June 2000 regarding e-commerce, the Client is hereby informed that Orange Cloud for Business does not have any general obligation to survey the Clients’ environments, and is not responsible for the usage thereof made by Clients.

Availability of Services

Service Level Agreement commitment (SLA)

Subject to the maintenance operations, and to Services-suspension operations (as per the article “Suspension of Services”), and to a quota being reached (as per the article “Conditions of Use of Services”) and to emergency situations, and to any other situation not attributable Orange Cloud for Business, Orange Cloud for Business hereby gives a commitment to the Client to respect the following Service Level Agreement rates, per tenant, measured on a monthly basis:

In all cases, where there be no query, the Services are considered ‘available’ over the periods considered.

Service Credit

For the Compute Services:

For the Object Storage:

In the event of the above commitment not being respected, and upon express request thereto from the Client, Orange Cloud for Business undertakes to issue, for the month in question, service credits as detailed above.

To this end, the Client must send Orange Cloud for Business the service-credit request form (available here), properly completed, to this address: support@cloudwatt.com with “SLA Credits Claim” in the subject line, doing so within no more than 30 days following the month during which Orange Cloud for Business failed to respect its availability commitments. Following this time limit, the Client shall forfeit any rights it may have had to credit in this regard.

Support

The Client can contact Orange Cloud for Business from Monday through Friday with any question concerning the management of its Client Account or invoices, with the exception however of any questions concerning support for operating systems and/or software to which the Client may have subscribed with Orange Cloud for Business. Orange Cloud for Business shall also make available, to the Client, a special support rubric on its Internet Site. The purpose of this Client is to serve as a repository of salient support information (FAQ, technical blog, formus, etc.) provided by Orange Cloud for Business.

Responsibility

The Client shall bear full and sole liability for how the Services are used, this including the Content stored by the Client as well as the protection, against viruses and attacks, provided by the Client for its operating systems, applications and services. In the event of Orange Cloud for Business making a mistake as regards carrying out its obligations set forth in the Contract as these concern the Client, the latter shall be entitled to remedy for any direct prejudice in regards of which the Client can provide proof. Even if it is considered that, under the Contract, that Orange Cloud for Business can actually be considered responsible (and except for the case of serious error, intentional error or deceit), the total cumulative amount of prejudice due from Orange Cloud for Business to Client is limited, for the entire Contract duration, regardless of the original event (error, defect, etc.) to an amount not exceeding the total amount charged for the Services in the course of the 12 preceding months of the Contract. Moreover, Orange Cloud for Business cannot under any circumstances be considered responsible for the following:

The Client acknowledges that the connection to the Services takes place via the Internet network. Therefore, it is up to the Client to take all sufficient measures to maintain this access. The Client is hereby alerted to technical contingencies which can impact the Internet and can lead to the connection being slow or completely unavailable. Orange Cloud for Business cannot be considered responsible for any malfunctions nor for any difficulties in accessing or using the Services as a result of problems on the Internet or in the case of an event beyond the control of Orange Cloud for Business.

Intellectual Property

General provisions

Orange Cloud for Business hereby grants the Client a limited, revocable, non-assignable, and non-exclusive worldwide right to use the Services, for the duration of the Contract.

Any right not explicitly granted to the Client shall be considered as reserved by Orange Cloud for Business.

Orange Cloud for Business is the owner of all the rights pertaining to the Services. The General Conditions of Sale do not confer, upon the Client, any nature of intellectual property right to the Services; rather, they transfer simply a personal license, which is limited and revocable in accordance with the provisions of this article.

Special provisions concerning the conditions of use of operating systems/software programs

The Client acknowledges that Orange Cloud for Business is not the author of operating systems which Orange Cloud for Business may make available to the Client within the context of using the Services.

The Client states that it has read and understood, and agrees to respect the conditions of use of the operating system which it uses in connection with the Services, in accordance with the above provisions.

Orange Cloud for Business shall be entitled to carry out, at any time, audits to make sure that the obligations given in the Contract are being respected by the Client. In any case, the Client undertakes to collaborate, in good faith, with Orange Cloud for Business in this regard, and in particular, to furnish Orange Cloud for Business with all information required, and to field all requests put by Orange Cloud for Business. The cost of any such audits shall be borne by Orange Cloud for Business, except where the audit reveals a failure to respect the provisions of the Contract; in this latter case, the entire cost of the audit shall be borne by the Client.

Open Source Operating Systems/Software

The Open Source operating systems available in regards to the Services are listed on the Internet Site. The Client undertakes to respect the conditions of use of the operating system(s) and/or the software.

It has been agreed between the cup parties that any modification to these conditions of use by the concerned software developer is, by the sole operation of law, enforceable against the Client.

Proprietor operating systems/software

Microsoft products and services

In the event where the Client, as part of the Services, uses Microsoft® products and services, the Client undertakes to respect the conditions of use in the Appendix “General Conditions of Use of Microsoft® Software”.

It has been agreed between the Parties that any modification to these conditions of use by the software developer concerned shall, by the sole operation of law, be enforceable against the Client. Consequently, it is up to the Client to make sure that it has the most recent versions of these conditions of use.

In addition to the obligations given in the appendix “General Conditions of Use of Microsoft®”, the Client undertakes the following:

Lastly, as regards appendix 4 of the Contract, the Parties agree on the following principles:

Client operating systems/software

The Client can avail of the Services by using its own operating systems and/or software. In this case, the Client shall make its own arrangements to secure the rights of use pertaining to the various operating systems and/or software and guarantees and hold harmless Orange Cloud for Business for and against any action which might be initiated against Orange Cloud for Business on this basis.

If it is established that some or all of the operating systems and/or software brought by the Client violate intellectual property rights or are counterfeit products, then the Client must indemnify Orange Cloud for Business for all expenses incurred and damages suffered.

Subcontracting

Orange Cloud for Business shall be entitled to subcontract some or all of the Services, notably to Orange. Nevertheless, Orange Cloud for Business shall remain liable for any of its obligations carried out by its subcontractors, as if the obligations were carried out by Orange Cloud for Business itself.

Force Majeure

Orange Cloud for Business shall not incur liability if the performance of its obligations were to be delayed, restricted or rendered impossible as a result of a force majeure. It is expressly agreed between the Parties, that a ‘force majeure’ event shall be any event which was unpredictable and unavoidable or, which, even if predictable, was such that the impacted Party could not have avoided it. Cases of force majeure shall include, but are not limited to: war, invasion, rebellion, war, invasion, rebellion, blockade, sabotage, vandalism, total or partial strike, industrial dispute, civil unrest, bad weather, natural disaster, fire, epidemic, blocking of means of transportation or supplies including energy, failure in the supply of electrical energy, cyber attacks, heating, air conditioning, telecommunications networks, data transport, satellite failure.

Termination

Termination

In the event of Suspension of Services, as set forth in the article “Suspension of Services” for a period exceeding fifteen (15) days or for any other period in compliance with the time limit set down by an administrative or judicial authority, Orange Cloud for Business is entitled to cancel the Services at any time by the sole operation of law.

This termination shall be notified to the Client by a standard mail, and shall enter into effect on the date of expiry of suspension period.

Consequences of the termination of Services

Within fifteen (15) days following termination of the Contract, the Client must, as regards the operating systems/software provided by Orange Cloud for Business:

Protecting personal data

As part of the usage of its Services, the Client shall be considered responsible for processing personal data within the meaning of the law n° 78-17 of 6 January 1978 (the French Data Privacy Law).

Applicable Laws - Competent Jurisdiction

The Contract is governed by French law. Any disputes between the Parties as to the formation, execution and/or interpretation of the Contract shall be submitted to the exclusive jurisdiction of the competent courts of Paris.

APPENDIX 1

GOOD CONDUCT CHARTER

In the event of a Client’s Virtual Machine constituting a danger for the security of the Orange Cloud for Business infrastructure, notably in the case of a hacking of a Client’s Virtual Machine or a Security Weakness in the system, Orange Cloud for Business shall be entitled to suspend the Virtual Machine concerned.

Orange Cloud for Business shall re-establish access to the suspended Virtual Machine subject to the Client implementing the appropriate and necessary remedial actions. The Client is however warned that, in the event of repeated breach or in the event of a particular serious breach occurring, Orange Cloud for Business is entitled to suspend the Services.

Client undertakes not to engage in any malicious or unintended usage of the Virtual Machines or Services put at the Client’s disposal.

The Client shall bear all and any consequences ensuing from the malfunctioning of the Services caused by the Services being used by third parties, members of its personnel or any other person to whom the Client has divulged its identifiers.

Client undertakes not to make available, to the public, by way of sites hosted on its Virtual machines, any files or hypertext links of violating the legal provisions.

The Client undertakes not to use the Services to set up any activation services of which the end purpose is to enable large-scale downloading of files on the hosting platforms.

Orange Cloud for Business hereby draws the Client’s attention to the legal consequences which could ensue from illegal activities carried out on the Virtual Machines, whereby, moreover, it is agreed between the Parties that the Client shall bear full and sole liability for any such activities and ensuing consequences. Client agrees not to engage in any hacking, or attempted hacking, from any of its Virtual Machines (for example: port scanning, sniffing, spoofing, etc.).

In the event of Orange Cloud for Business noting that a Client Virtual Machine poses a security risk, an email may be sent to the Client informing it that a reinstallation procedure is required to ensure the integrity of the Virtual Machines as well as all of the infrastructure. In this regard, Orange Cloud for Business shall be entitled to suspend the connection of the Virtual Machine to the Internet, pending the reinstallation of the Virtual Machine by the Client.

Orange Cloud for Business reserves the option of filtering the selected ports considered ‘sensitive’ in order to preserve its infrastructure. Likewise, the Client acknowledges that there are limits in place on UDP/ICMP traffic.

The Client acknowledges that, for security reasons, restrictions may be applied, by the Service on some functionalities and protocols (such as IRC or peer-to-peer file swapping). Note moreover that anonymization services (Proxy) and card sharing services (CCCam or equivalent) are banned from the Service.

The Client undertakes not to send unsolicited emails nor SPAM. Should the Client fail to respect this requirement, the Virtual Machine sending the unsolicited emails may be suspended.

Appendix 2

General Conditions of Use of Microsoft® Software

This document governs the usage of Microsoft software, whereby the term ‘software’ shall be taken as meaning the software applications themselves, as well as associated support, printed documents, documentation (both online and electronic), all of the preceding hereafter referred to collectively as the “Products”, provided by Orange Cloud for Business (hereafter referred to as the Client). Notice is drawn to the fact that the Products do not belong to the Client, and that usage of said Products is subject to respecting rights and restrictions in regards of which the Client must inform you. You are authorized to use the Products in virtue of a contract between you and the Client, and subject to you understanding, observing and accepting the following general conditions, which the Client shall not be authorized, under any conditions, to modify, adapt or amend.