Terms & Conditions

Introduction

These General Terms and Conditions of Sale and Use (the “Terms”) are entered into between:

Awssome Inc., a Delaware corporation with registered office at 131 Continental Dr, Suite 305, Newark, DE 19713, and principal business address at Maassluisstraat 47, Amsterdam, 1062GANetherlands, doing business as AWSsome (hereinafter referred to as “AWSsome”, “we”, “our”, “us”)
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and

"You" which refers to the legal entity accepting these Terms (the “Customer”, also referred to as the “Publisher”), acting through any natural person it authorises to use the Solution (each a “User”) provided by AWSsome by subscribing to it online in the form of licenses.

It is important to read and understand the Terms and Conditions provided by AWSsome before accepting them or accessing the Solution.

High-Level Summary

AWSsome follows GDPR guidelines and has a Data Processing Agreement in place to protect personal data. AWSsome owns all intellectual property rights for the Solution and customers are only allowed to use it.
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AWSsome has implemented security measures to prevent data breaches. By default, Customer Data is stored in the cloud region automatically chosen for the nearest performance; regions include the EEA, UK, United States, Canada, Asia-Pacific, Latin America, Middle East and Africa on the Company’s cloud provider geo-availability (Microsoft Azure, Amazon Web Services, or Google Cloud Platform). Customers may request any other public region offered by our cloud provider.

Article 1. Definitions

Anomaly: means any malfunction, including purely technical malfunction, of the Solution, regardless of the cause, in relation to the Solution specifications and the Documentation.

Publisher Account: means an account created by AWSsome from the information provided by the Publisher, in order to allow the Publisher to access the Solution.

User Account: means an account created by a User authorized by the Publisher and AWSsome for the purpose of using the Solution.

General Terms and Conditions of Sale and Use or “Terms”: means these general terms and conditions of sale and use and their appendices as well as the Plan and the Data Processing Agreement between the parties.
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Date of Availability: means the date of availability of the Solution to the Publisher, manifested by the sending by AWSsome to the Publisher a confirmation email of the Publisher Account.

Offer(s): The Solution provided by AWSsome is available in different formats, called "Offers." The Publisher selects an Offer and at least one Plan (described below).

Plan(s): The conditions for subscribing to the Solution include the type of subscription chosen, the modules selected, and the applicable price. Plans are available on aws.amazon.com/marketplace, and  AWS Portal. Each Plan is governed by the terms and conditions outlined in this document.

Private Offer: This is an offer that is created specifically for one Customer of Publisher and which is conducted via the AWS Marketplace. A Private Offer may have its own terms and conditions that replace the General Terms and Conditions of Sale and Use for the Publisher accepting the offer as determined by Publisher in its sole discretion. The fees and charges associated with the Private Offer will follow the terms and conditions specified in the Private Offer.

Customer: means a customer that purchases Publisher’s product via a Private Offer.
Documentation: This refers to the descriptions and instructions for using the Solution, which may be provided in print or on machine-readable media. It includes any documentation provided to the Publisher or posted on the AWSsome website regarding the Solution or any of its components, including any updates or modifications. This does not include commercial, promotional, or training documentation.

Publisher Data: This refers to the data generated by the Publisher and their Users when using the Solution, such as data submitted, stored, sent, or received through the Solution. This may include, but is not limited to, the Publisher's Publisher or its Customer’s personal data.
Right of Use: means the right to use the Solution granted by AWSsome to the Publisher and to the Publisher's Users authorized by the Publisher, as described in article 4.1 of the Terms.

Confidential Information: This refers to any kind of information(commercial, industrial, technical, financial, etc.) that is disclosed by one party (the "Disclosing Party") to the other party (the "Recipient") in connection with these terms and conditions, whether in writing, orally, or during an audit. Confidential Information includes, but is not limited to, personal data, documentation, the Solution, all code for the Solution, all computer programs provided with the Solution, and all algorithms, methods, techniques, and processes disclosed or used in the performance of these terms. Confidential Information does not include information that (a) was independently developed by the Recipient without the use of Confidential Information from the Disclosing Party, (b) is already known to the Recipient,(c) was already in the public domain at the time of disclosure or has entered the public domain not as a result of any act or omission by the Recipient, or(d) was already known to the Recipient at the time of disclosure.

Updates: These are successive partial or complete versions of the Solution that may include corrections for anomalies and/or improvements to the functionality provided by AWSsome as part of the evolution of technology, legal and regulatory frameworks, and functionalities.
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GDPR: refers to Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

Parties: means AWSsome and the Publisher.

Subscription Period: means the duration of the right to use the Solution granted to the Publisher under these Terms.

Privacy Policy: means the privacy policy of AWSsome whose purpose is to inform the User about the processing of his Personal Data. The Privacy Policy is available at the URL: www.AWSsome.io/privacypolicy. Third Party Online Service: means application functionalities delivered online for which a third party is the author, editor and/or operator but for which AWSsome has rights of use and/or distribution in the framework of the Solution.

Support Services: means the services described in Appendix 2 of the Terms, consisting in answering Users' requests concerning the operation of the Solution, or in giving them the right to use the Online Support Platform.

Related Services: means the services related to the provision of theSolution by AWSsome to the Publisher, namely the support,maintenance, evolution and optimization services of the Solution.

Website: means the AWSsome website whose URL is https://www.AWSsome.io/ or any other website that may replace it.

Solution: means the AWSsome SaaS platform developed and marketed by AWSsome and for which the Publisher and its Users have the Right of Use under these Terms  and which enables Publisher to publish and sell Publisher’s products on the AWS Marketplace.

Users: means the users of the Solution who are natural persons authorized by the Publisher and acting under its responsibility, i.e. either employees, service providers, collaborators or corporate representatives of the Publisher or its affiliates acting within the framework of their employment contract, corporate mandate or commitment with the Publisher.

Amazon Web Services Marketplace: means AWS Marketplace.

Article 2. Purpose of the Terms, Acceptance

2.1. Purpose of the Terms .

The purpose of the Terms is to define the terms and conditions under which (i) AWSsome provides a Right of Use of the Solution to Publisher and Users and (ii) Publisher and Users access and use the Solution.

2.2 Publisher's Acceptance of Terms.

The Publisher agrees to make sure that any User complies with the Conditions. The Publisher also confirms that they have performed all necessary due diligence before committing to the Solution and that they have received all necessary information to determine that the Solution meets their needs.

2.3. Intentionally Omitted

Article 3. Intentionally Omitted

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3.1 Modification.

AWSsome has the right to change the Terms and Conditions at anytime. They will notify the Publisher and Users of any changes at least thirty(30) calendar days in advance of their effective date. This notification can be provided in writing, such as via email, or through the Solution or the Website.

3.2 Publisher reaction to unilateral changes

If the Publisher does not agree with any changes made to the Terms and Conditions, they have the right to terminate the terms without penalty by giving one month's notice to AWSsome. This is the Publisher's only option in this situation. If AWSsome does not receive a request for termination within two months of notification of the changes, it will be assumed that the Publisher and their Users have accepted the changes. The amended Terms will replace the previous version and will be provided to the Publisher via email in PDF format at the address associated with their Publisher Account. If the changes to the Terms are required by law or regulations, they will automatically go into effect and AWSsome will notify the Publisher of the changes. In this case, the Publisher still has the right to terminate the Terms according to Section 9.2 of the Terms.

3.3. Acceptance or refusal of the modifications by the User.

If the User does not agree to any changes made to the Terms and Conditions, they should stop using the Solution immediately. If the User continues to access the Solution after a two-month period following notification of the changes, it will be assumed that they have accepted the changes and the modified version of the Terms and Conditions will replace the previous version.

Article 4. Access and Use

4.1. Right to Use the Solution.

Subject to Publisher’s  payment of  the subscription fee as outlined in the Plan, AWSsome grants the Publisher and its affiliates a limited, non-exclusive, non-transferable, and personal right to use the Solution and its updates by its Users according to these Conditions and the Documentation. This right to use the Solution(called the "Right of Use") is granted to the Publisher and their Users from the date that the Solution becomes available and until the end of the subscription period, which is the duration of the copyright. This right is only valid for as long as the Terms and Conditions are in effect.

4.2. Access to the Solution.

The Software is accessible through the the URL communicated by AWSsome to the Publisher during onboarding. The Publisher also understands that the quality and reliability of transmissions depend on the network infrastructure and may be subject to disruptions or network saturation, which may prevent them from accessing the Solution. It is the Publisher's responsibility to ensure the security of their terminal equipment and Publisher data, software, and any other equipment, including protecting against viruses or attempted intrusions. The Publisher is also responsible for any damage to equipment connected to the website or the Solution, including damage resulting from their connection to the website or the Solution.

4.3. Publisher account.

To access and use the Solution, the Publisher must create a Publisher Account using the information provided. To do so, the Publisher must fill out the required form. The information provided must be complete, accurate, and up to date, and the Publisher is responsible for ensuring this. If any of the information changes, the Publisher must update it to keep the account accurate. The Publisher is solely responsible for the use of the Publisher Account, except in cases of data breach caused by AWSsome. The Publisher agrees to keep their password confidential and to notify AWSsome as soon as possible if it is compromised or disclosed. The email address linked to the Publisher Account must remain valid or a replacement one provided to AWSsome for the Publisher to use the Solution. After the Publisher Account is created, a confirmation message will be sent to the indicated email address. The Publisher must activate the link in the message to validate the account creation. Once the Publisher Account has been created, the Publisher's Users can create their own user accounts and access the Solution.

4.4 User Account.

To use the Solution, a User must create a user account by filling out the required form on the corresponding page, including their first and last name, their company, a valid email address, and a password. Each user account is specific to the provided email address and cannot be shared with other users. The requested data is collected for the purpose of creating a user account and providing the Solution. The information provided must be complete, accurate, and up to date, and both the Publisher is responsible for this. If any of the information changes, the User or Publisher shall update it to keep the account accurate. Publisher is solely responsible for the use of the User Accounts and shall keep their password confidential and notify AWSsome promptly  if it is compromised or disclosed. The provided email address must remain valid or a replacement one provided, for the User to access the Solution. After the User Account is created, a confirmation message will be sent to the provided email address. The Publisher must activate the link in the message to validate the account creation.

4.5. Restrictions on the Right of Use.

The Publisher is only authorized to use the Solution within the scope of the Right of Use and within the limits of the choices made upon entering the Terms, as specified in the applicable Offer and selected Plan. The Publisher and its Users must not:

• Pledge, encumber, share, rent, sell, disclose login     credentials, or otherwise make the Solution available to any third party     who is not a User.
• Create or instruct anyone to create any computer program     similar to the Solution.
• Use the Solution for any purpose other than business     purposes.
• Reverse engineer, disassemble, decompile, or attempt to     discover the source code of the Solution.
• Copy, reproduce, manufacture, imitate, create derivative     works of, translate, localize, port, or otherwise modify the source code     and/or database structure of the Solution, or engage any other person to     perform similar activities.
• Sue, attack, compromise, bring suit, take, or fail to take     action that may infringe upon AWSsome's rights, title, or     interest in the Solution.

‍4.6. Suspension of Right of Use.‍

‍AWSsome has the right to suspend the Publisher's or any User's right to use the Solution in the following circumstances:

• In the event of a breach of Publisher Data or a security     breach, in order to protect the Publisher Data until the breach has been     resolved
• If the Publisher or User breaches the Conditions and such     breach is not cured in accordance with these Conditions
• If AWSsome considers any actions or     omissions by the Publisher or User to be inappropriate or disruptive to     the Solution or to any other User or Publisher.

‍AWSsome will allow the Publisher seven calendar days from notification of the breach to resolve it before suspending the right to use the Solution, unless it is an emergency situation. This period may be extended with the written consent of AWSsome. In this case, the Parties will work together to resolve the issue within a reasonable time, and AWSsome will restore the Publisher's access to the Solution as soon as possible.

Article 5. Intellectual Property

5.1. Intellectual property of AWSsome‍

The Solution is a work of the mind within the meaning of the Code of the Intellectual Property. As such, AWSsome, in its capacity as holder of the copyright on the Solution, is invested with moral and patrimonial rights. AWSsome owns and retains all intellectual property rights and titles to the Solution, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. The Publisher does not acquire any ownership or title of any kind in the Solution, except for the Right of Use. Because of the above, the Publisher shall refrain from any act or conduct that may directly or indirectly infringe the intellectual property rights on the Solution, as well as on the associated trademarks. Any use not expressly authorized by AWSsome hereunder is unlawful, in accordance with the provisions of Article L.122-6 of the Intellectual Property Code. The Publisher shall not remove, conceal or modify any copyright, trademark or other proprietary notices affixed or attached to the Solution.

‍5.2 Warranty of eviction: protection of the Publisher in the event of action by third parties‍

‍5.2.1. Mutual IP Indemnity

(a)AWSsome will defend Publisher against any third-party claim that the unmodified Solution infringes that party’s EU, UK or US patent, trade-mark or copyright, and will pay resulting damages finally awarded or settled. Liability under this Section counts toward the cap in Article 10.1.4.
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(b)Publisher will defend AWSsome against any claim that Publisher Data, or a Marketplace listing created by Publisher, infringes a third party’s IP, and will pay resulting damages finally awarded or settled.
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Indemnity is conditional on the indemnified party: (i) giving prompt writtennotice; (ii) granting sole control of defence and settlement; and (iii)providing reasonable co-operation.

AWSsome shall only be responsible for such expenses of proceedings or settlements as AWSsome expressly agrees to in writing.

‍5.2.2. Exceptions to AWSsome’s indemnity.

AWSsome’s obligations in 5.2.1(a) above shall not apply to damages, costs and expenses resulting from (1) any use of the Solution beyond the scope of the Right of Use granted by these Terms, (2) any modification or derivative work of the Solution made by or for Publisher other than if made by AWSsome, (3) the use of an obsolete infringing version of the Solution (or any component thereof) by Publisher after AWSsome has released a non-infringing version, or (4)any use or combination of the Solution with any technology, software or hardware not provided by AWSsome (including, without limitation, a third party online Service), where the alleged infringement could have been avoided by using the Solution without such technology, software or hardware.

‍5.2.3. Remedies.‍

In the event of a claim under 5.2.1without the exceptions set forth in 5.2.2, or if AWSsome believes that a claim is likely, AWSsome may, in its discretion: (1)grant Publisher a Right of Use to continue to use the Solution; or (2) replace or modify the Solution to make it non-infringing, provided that the replacement Solution is substantially similar to the Solution. If AWSsome determines that these remedies cannot reasonably be implemented, AWSsome may elect to terminate these Terms, in which case no refund of prepaid fees is due. If AWSsome chooses one of the options in this section 5.2.3,the solution so chosen shall be the sole and exclusive remedy for Publisher's claim for infringement of intellectual property rights.

‍5.3 Ownership and use of Publisher Data‍

‍5.3.1. Ownership of Publisher Data.‍

Publisher is responsible for all the data they submit to the Solution, including any copyrighted, trademarked, or proprietary material. They must have permission to use this material and grant AWSsome a limited right to use it for the purposes of these Terms.

‍5.3.2. Limited Rights to Use Publisher Data by the Solution.

Publisher grants AWSsome anon-exclusive, royalty-free licence to host, reproduce, process and transmit Publisher Data solely to provide and support the Solution and related Services, for the term of the Agreement plus any post-termination retention period required by law.

5.3.3. Use of Sub-processors

To provide the Solution, AWSsome relies on selected third-party service providers (sub-processors), such as Microsoft Azure, Amazon Web Services or Google Cloud Platform for cloud hosting. A current list of sub-processors, including their purpose and hosting location, is maintained by AWSsome and is available to the Publisher upon request.

AWSsome will notify the Publisher in case of any material changes to this list in accordance with the applicable data protection terms. Our current list of authorized sub-processors, including their services and processing locations, is available upon request. To request a copy, please contact: privacy@AWSsome.io.If we intend to add or replace a sub-processor that handles Personal Data, we will notify affected Publishers in advance and provide the opportunity to object in accordance with the Data Processing Agreement (DPA). Where the Publisher reasonably objects, they may terminate the Agreement in line with the terms set out in the DPA.

Article 6. Recourse.

In the context of the Publisher's use of the AWSsome Solution, in case of complaints related to the security of the Solution, the Publisher may address a complaint to AWSsome atlegal@AWSsome.io.

Publisher may email complaints to legal@AWSsome.io.AWSsome will acknowledge receipt within ten (10) working days and will use commercially reasonable efforts to provide a full response within thirty (30) days. The reply will explain further recourse and the competent mediator.

Article 7. Obligations of the Parties

7.1. Obligations of AWSsome‍

7.1.1. Availability.‍

‍AWSsome sizes its cloud hosting infrastructure, and systems to deliver the Solution in the best conditions of security and accessibility. AWSsome undertakes to make the Solution available to the Publisher under the conditions of availability defined in the Service Level Agreement annexed to these Terms (Appendix 1,SLA), which provides for an Availability of the Solution fixed at 99%. If the availability of the Solution falls below 99%, AWSsome will make available to the Publisher SLA credits (defined in Appendix 1) to compensate the Publisher for the unavailability of the Solution. If the availability of the Solution falls below 90%, Publisher may terminate these Terms immediately and no refund of prepaid fees is due; but AWSsome will proceed with a guided offboarding, providing a free SKU to the Publisher to retain the Marketplace listing live.

AWSsome operates using industry-leading cloud providers (Microsoft Azure, AWS, or GCP). Its availability is subject to its cloud provider SLA.

7.1.2. Updates.‍

Updates to the Solution will be made available to Publisher at no additional charge. However, the availability of certain enhancements and new features of the Solution may require the payment of additional fees, and AWSsome will determine in its sole discretion whether access to any such enhancement will require additional fees. These Terms shall apply to all Updates, enhancements and new features of the Solution subsequently provided by AWSsome to Publisher. AWSsome shall have no obligation to make any such upgrades requested by Publisher.

7.1.3. Commitment to correct theAnomalies.‍

‍AWSsome does not guarantee that the Solution is free of all hazards, defects in design or use, but undertakes to attempt to remedy reproducible Defects with the diligence of an industry professional. The Solution is deemed to be made available to Publishers "as is" without any specific customization measures and cannot meet all specific Publisher needs. AWSsome does not warrant the ability of the Solution to achieve any goals or results that Publisher may have set for itself and/or to perform any tasks that may have motivated Publisher to enter into these Terms.

7.1.4. Security.

AWSsome agrees to:‍

• Implement necessary measures to ensure the security of data     hosted and stored in its systems
• Implement technical and organizational measures to ensure the     security of Personal Data processed by the Solution, as detailed in the     Data Processing Agreement.
• Use and maintain the Solution in good working order to     receive and promptly execute requests from Users and transmit the results     of requested aggregations 24/7 (subject to unavailability specified in the     Service Level Agreement).
• Report any security breaches or necessary updates to ensure     the security of the storage system for Users' identifiers.
• Manage the exercise of the rights of individuals in     accordance with the GDPR.

7.1.5. Hosting.‍

‍AWSsome provides hosting on infrastructure operated by Microsoft Azure, AWS or GCP in the public cloud region automatically selected for proximity and performance. Current regions include but are not limited to the EEA, UK, United States, Canada, Singapore, Australia, Japan, India, Brazil, United Arab Emirates and South Africa. A Publisher may request any other available public region, and, subject to feasibility, AWSsome will confirm the change in writing (which will supersede this Section 7.1.5).

AWSsome will also implement necessary security measures and technical and organizational measures to ensure the security of Personal Data processed by the Solution and will report any security breaches or updates needed to ensure the security of the storage system for Users' identifiers. AWSsome will also assist the Publisher in processing Users' requests concerning their data and manage the exercise of the rights of the individuals involved in accordance with the GDPR.

7.1.6 Warranty.

AWSsome represents and warrants that AWSsome has been granted all necessary authorizations and approvals by AWS Marketplace to offer and provide the Solution and the Right to Use the Solution to Publisher and that AWSsome is, and will be during the Subscription Period, compliant with all Amazon Web Services requirements to be able to provide the Solution and the Right to Use the Solution to Publisher.

7.2. Publisher's Obligations‍‍

7.2.1. Publisher & User‍

Publisher and User agree to use the Solution in accordance with applicable law, the Documentation, and these Terms.

‍7.2.2. The Publisher and, where applicable, the User;‍

The Publisher agrees to use the Solution for their professional activity only and in accordance with its documentation. They are solely responsible for their Publisher Data and accept full responsibility for its nature, content, accuracy, integrity, and legality. The Publisher agrees not to attempt to gain unauthorized access to the Solution, and not to send or store non-professional or illegal data through the Solution. They will provide AWSsome with necessary technical data and information about their computer facilities, files, documentation, and other resources in a timely manner at their own expense. The Publisher will provide AWSsome with information needed to create a plan and User accounts, and ensure that only authorized Users have access to the Solution. They will also ensure that all Users accepting the terms and conditions and respect their obligations. The Publisher agrees to take all necessary precautions to maintain the confidentiality of Confidential Information. For confidentiality obligations, see Article 14.

Article 8. Duration - Termination -Reversibility

8.1.1. Termination of the Terms  for convenience.‍

The Terms may be terminated by the Publisher at any time by notice to AWSsome as provided below. Any started Plan is due. Thus, amounts already paid to AWSsome under the Right of Use for any month started will not be refunded.

8.1.2. Termination of the Terms incase of breach by a Party of any of its obligations.‍

Each Party may terminate the Terms by email, via letter delivered by an internationally recognized delivery service or registered letter with acknowledgement of receipt, in the event of non-performance or non-compliance by the other Party of any of its obligations under the Terms, provided that the non-defaulting Party has notified the defaulting Party inwriting of this breach and that the defaulting Party has not remedied the breach within fifteen (15) calendar days of this notification. In the event of termination of the Terms by AWSsome under 8.1.2, the Right of Use shall cease immediately, and Publisher shall not be entitled to any refund. In the event of termination of the Terms by Publisher under

8.1.2, Publisher shall have a Right of Use for the duration of the calendar month in which the termination occurs. Publisher’s sole remedy for AWSsome’s uncured material breach shall be the right to terminate the Terms. Pre‑paid fees are non‑refundable.

8.1.3. Effect of Termination of Terms., Termination of the Terms shall result in termination of Publisher's subscription and the date of termination of Publisher's subscription is the effective date of termination of the Terms. The rights and obligations of the Parties which, by their nature, survive the termination or completion of these Terms shall remain in full force and effect after the termination of these Terms.

8.2. Reversibility and export of data. Within thirty(30) days of the effective date of termination of these Terms for any reason,(1) AWSsome will remove all synchronization between the Solution and the Third-Party software used by Publisher (if any), and (2)Publisher shall export its Data accessible via the Solution, or request from AWSsome the return of a copy of the last backup of its Data Except specific request of the Publisher, the Data of the Publisher will be, in the event of request of its share, restored to him in a standard format. In order to facilitate the transfer of the Publisher Data to the Publisher, the Publisher may request in writing the opening of a reversibility phase, which will begin fifteen (15) calendar days after receipt of the Publisher's request. The reversibility phase will have a maximum duration of one month, unless the Parties agree otherwise. AWSsome will provide commercially reasonable and good faith cooperation to Publisher to facilitate the export of its Data. Beyond this cooperation, reversibility will be at the Publisher's expense regardless of the cause of termination of the Terms.

Article 9. Financial conditions

9.1. Price.‍

In consideration of the Right to Use the Solution and the Support Services, Publisher agrees to pay AWSsome the price as set forth in the applicable Plan(s).

9.2 Payment.‍

All sales are conducted through the AWS Marketplace storefronts by default. However, AWSsome may, at its discretion, agree with the Publisher on an alternative method of payment. In such cases, AWSsome will issue an invoice reflecting the mutually agreed-upon terms documented in a written format, such as email correspondence.

The Publisher is required to settle the payment on or before the due date specified in the invoice. Any delays in payment will incur a penalty fee.
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Payment is overdue only if (i) undisputed, and (ii)remains unpaid fifteen (15) days after a written reminder. A “good-faith dispute” is a written notice that details the amount contested and the reasons.

Late-payment charge.  Any amount that remains unpaid more than sixty (60) days after the original due date shall, without further notice, accrue late-payment interest at the lesser of (i) eight percent (8 %) per annum above the European Central Bank reference rate, or (ii) the maximum rate permitted by applicable law, calculated from the original due date until paid in full.  Publisher shall also reimburse AWSsome for all reasonable costs of collection (including legal fees) incurred in recovering overdue sums.

AWSsome may suspend access for overdue sums outside a good-faith dispute after the grace period.
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9.3Supplier Payment Terms.

9.3.1Payment period.

AWSsome shall remit undisputed supplier invoices within forty‑five (45) days of receipt or the due date shown on the invoice, whichever is later.

Payment dates shall be extended by any period during which banking systems are unavailable or force‑majeure events prevent timely remittance.

9.3.2Invoice requirements.

Invoices must be issued in PDF format and sent to finance@AWSsome.io, quoting the relevant Purchase Order and complying with all applicable tax regulations.

9.3.3Late payment.

If payment is late, AWSsome shall pay the outstanding principal plus any statutory late-payment interest the supplier is entitled to charge.

9.3.4Scope & precedence.

These Payment Terms apply to all Purchase Orders issued on or after 15 July 2025and override any prior or conflicting payment terms.

Article 10. Responsibility of AWSsome -Insurance

10.1. Responsibility of AWSsome‍
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AWSsome maintains an Information Security Management System certified to ISO/IEC 27001 and conducts regular audits to ensure ongoing compliance.

10.1.1. Obligation of means.‍

Under these terms, AWSsome is committed to doing its best to provide high quality and reliable services, including security, scalability, and compliance with industry standards. AWSsome is also responsible for ensuring reliable access to internet-dependent services, including third-party servers, and their performance.

10.1.2. Limitation of liability.‍

‍AWSsome is only responsible for providing the Solution to integrate with Cloud Marketplace(s).The Publisher is responsible for their own decisions and actions based on the Solution. AWSsome will not be held responsible for any interruptions or damages resulting from:

• Force majeure events or decisions by authorities;
• Problems with the Publisher's equipment;
• Unauthorized or fraudulent use of the Solution by the     Publisher or third parties;
• Use of the Solution by the Publisher or its users that is not     allowed by these Terms or any misuse of the Solution by the Publisher;
• Intrusions or fraudulent actions by third parties that     compromise the security of the system, even if AWSsome has   implemented reasonable security measures;
• The nature and content of the information and data created     and/or shared by the Publisher;
• Data, information, results, or analyses from third parties     transmitted or received through the use of the Solution;
• Delays in the delivery of information and data that are not     caused by AWSsome;
• Problems with the transport of information to or from the     hosting center of AWSsome or the Publisher;
• Issues with internet or telephone networks not implemented     by AWSsome;
• A change in a payment service provider's authentication     system and its consequences;
• Acts, failures or omissions of telecommunication operators     when the infrastructures or services of the latter are used to transmit     the Publisher's data;
• An email notification sent to the Publisher or to a User that     has been considered as spam by his email provider;         

These exclusions shall not apply in the event of gross negligence or willful misconduct of a Party or its personnel.

10.1.3. Nature of the damage.‍

AWSsome and Publisher shall each be liable only for direct, foreseeable losses proven to have been caused by that Party’s fault. Neither Party shall be liable for any indirect or unforeseeable loss suffered by the other Party or by any third party, including but not limited to loss of profit, loss of business, loss of revenue, loss of customers, or loss of opportunities.

10.1.4. Aggregate Limit.

Except for liability that cannot be limited by law or that results from a Party’s willful misconduct or gross negligence, the total cumulative liability of either Party under these Terms(including the DPA) shall in no case exceed the Subscription Fees actually paid by Publisher for a single twelve- (12-) month Subscription Term immediately preceding the event giving rise to liability.

Indirect or consequential losses remain excluded as set out in Article 10.1.3, and all monetary claims—including indemnities, data-protection breaches and confidentiality breaches—count toward this ceiling.

Liability for data-protection matters shall be determined in accordance with Article 82 GDPR, provided that the aggregate cap and exclusions above shall continue to apply except to the extent Article 82 expressly forbids such limitation.

Article 11. Force majeure

In accordance with the provisions of article 1218 of the Civil Code, each of the Parties will be released from any responsibility if the non-execution of its obligations results from a case of force majeure, in the sense of the jurisprudence of the Court of Cassation. The Party invoking such circumstances shall notify the other Party of their existence as soon as possible, shall do its best to limit the consequences and shall resume performance of these Terms immediately after these circumstances have disappeared. If such circumstances continue for more than one (1) month, the Parties agree to enter into discussions with a view to amending these Terms to take account of them. If they fail to reach agreement, the Terms may be terminated without compensation by either Party by simple written notice to the other Party, which shall take effect upon receipt.

Article 12. Support Services

AWSsome provides Support Services to Users in accordance with Appendix 2, Support Terms and Conditions.

Article 13. Updates and Maintenance

‍13.1 Planned Maintenance.‍

‍AWSsome periodically schedules and performs maintenance work, including as part of Updates to the Solution, in order to make available new features of the Solution or to correct Defects. In most cases, maintenance will have little or no negative impact on the availability and functionality of the Solution.

‍13.2. Unscheduled Maintenance.‍

‍AWSsome may perform unscheduled maintenance at any time, including to correct certain Anomalies on an emergency basis. The Publisher acknowledges and accepts that legislative or technological developments may, at any time, render all or part of the Solution illegal or unsuitable. AWSsome will then have the right to update the Solution in order to bring it into conformity with the legal or regulatory provisions in force or, if necessary, with the technological situation.

‍‍13.3. Notification.‍

Where possible, AWSsome will notify Publisher of the date and time of scheduled maintenance with five business days notice. If AWSsome expects a maintenance event, scheduled or unscheduled, to adversely affect the availability or functionality of the Solution, AWSsome will use commercially reasonable efforts to notify Publisher in writing of such maintenance event. If a maintenance operation requires the interruption of the Solution, AWSsome will perform such interruption, to the extent possible, at a time that has the least possible impact on Publisher's use of the Solution.

Article 14. Confidentiality

14.1 Obligations of Recipient.

‍Recipient shall treat as confidential all Confidential Information provided to it by the Disclosing Party and shall use such Confidential Information only for the purpose of performing its contractual obligations under these Terms. Recipient shall not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except for those of its employees and contractors who:(i) have entered into a written agreement with Recipient imposing limitations on use and confidentiality at least as protective as those contained in these Terms, and (ii) require access to such Confidential Information solely for the purpose of fulfilling Recipient's obligations or exercising Recipient's rights hereunder. To protect Confidential Information, Recipient shall use measures similar to those it takes to protect its own highly confidential information, but in no event less than reasonable measures, to prevent unauthorized disclosure and use of Confidential Information.‍

14.2 Exceptions.‍

Confidential Information may be disclosed pursuant to an order of a court, public body or other governmental authority, in which case Recipient shall notify the Disclosing Party  as soon as possible and shall use reasonable efforts to limit the scope of such order or to prevent public disclosure of such information.

Article 15. Data Protection

‍15.1. Data controller.‍

The Parties shall in all circumstances comply with the regulations applicable to them in terms of the protection of Personal Data, in particular to the GDPR. The Parties undertake, as independent data controllers for the processing operations of Personal Data that they respectively carry out for their own needs within the framework of these Terms ,to respect all their obligations arising from the GDPR and in particular to provide the persons concerned whose Personal Data are likely to be processed, with the relevant information relating to the protection of their personal data as described in their respective Privacy Policies and in the Data Processing Agreement (the “DPA”). AWSsome's Privacy Policy is available at the following link: www.AWSsome.io/privacypolicy. The Publisher and the User declare that they have read it and accept all the terms.

15.2. Sub‑contractor

Where AWSsome processes Personal Data on behalf of Publisher, the Parties agree that the DPA governs such processing and prevails over any conflicting term in these T&Cs.

‍15.3. Further Processing.‍

The Parties also agree that AWSsome may process the Personal Data collected in the course of the operation of the Solution as a data controller for the purposes of fraud and malware prevention and detection, security incident management, improvement of the Solution (e.g. improvement of the user experience or user journey, development of new features or improvement of existing features...), or creation of statistics (the "Further Processing"). The Publisher expressly acknowledges that this Further Processing is determined and compatible with the Initial Processing given (among other things) the link between these two processes (use and improvement of the Solution), the nature of the Personal Data involved (absence of Sensitive Data), the limited consequences of the Further Processing for the Data Subjects, and the existence of appropriate safeguards that we implement in the context of this processing. The Publisher therefore authorizes this Further Processing.

15.4 Data Subject Rights.

Users have the right to access, rectify, erase, restrict or object to the processing of their Personal Data, and the right to data portability. They may also lodge a complaint with the competent supervisory authority.

Article 16. Subcontracting.

The Publisher expressly agrees that AWSsome may, without any prior authorization or information, subcontract all or part of its obligations hereunder. In case of subcontracting, AWSsome will remain solely responsible for the good respect of the obligations subscribed under the Terms and will be responsible towards the Publisher for any breach due to its subcontractor.

Article 17. Publicity and Customer Reference.

Publisher authorises AWSsome to reference Publisher’s name and to display its logo and trademarks on the AWSsome website, in marketing collateral and press releases solely for the purpose of identifying Publisher as a customer of the Solution. Publisher may withdraw this consent at any time by written notice, in which case AWSsome will cease new public use within thirty (30) days.

Article 18. Transfer of the Terms.

AWSsome has the right to transfer its rights and obligations under these Terms to a third party through any legal means, whether or not there is payment involved. If AWSsome chooses to do this, it will no longer be responsible for fulfilling its obligations under these Terms after letting the Publisher know about the transfer. Any assignment by Publisher requires AWSsome’s prior written consent (not to be unreasonably withheld).

Article 19. Imprecision.

Aware of the risks and possible consequences linked to the execution of these  Terms, the Parties accept, assume, and consequently renounce to renegotiate the terms, whatever the circumstances which could occur. The Parties therefore expressly decide by mutual agreement that the application of Article 1195 of the Civil Code shall be waived.

Article 20. Applicable law, competent jurisdiction.

20.1.‍ These Terms are governed by French law, without application of the rules of conflicts of law.

‍‍20.2.The Parties shall endeavor to resolve any disputes that may arise between them amicably.

20.3. Furthermore, in the event of a persistent complaint, the Publisher may write to the Mediator in accordance with article L. 316-1 of the Monetary and Financial Code at the following address Afepame Mediator, Association Afepame, 36 rue Taitbout, 75009 Paris.

20.4.‍ In the absence of an amicable arrangement, any dispute relating to these Terms , in particular its formation, validity, execution, interpretation, expiry or termination, will be submitted to the appreciation of the Commercial Court of Paris to which jurisdiction is expressly granted, notwithstanding third-party appeals or multiple defendants.

Article 21. Waiver; Severability, Language.

No failure or delay by either Party in exercising any right under these Terms will constitute a waiver of that right. If any provision (or part of a provision) of these Terms is or becomes illegal, invalid or unenforceable, the legality validity and enforceability of any other provision of these Terms will not be affected and the provision (or relevant part) will apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. The English language version of these Term shall be the governing version used when interpreting or construing these Terms.

Article 22. Amendments.

Any amendments to these terms must bein writing and signed by both parties.

Article 23. Counterparts.

These Terms may be executed in counterparts, which taken together will form one agreement

Article 24. Notices.

24.1 Form.  All notices required or permitted under these Terms must be given by electronic mail (e-mail). No hard-copy or courier delivery is required unless expressly stated elsewhere in these Terms.

24.2 To AWSsome. Notices to AWSsome Inc (“AWSsome”) shall be sent to legal@AWSsome.io.

24.3 To Publisher. Notices to the Publisher shall be sent to the e-mail address of the individual who completed the initial Marketplace purchase decision of the Solution, unless and until the Publisher designates another contact e-mail by written notice to AWSsome under this Article.

24.4 Receipt. A notice is deemed received on the earlier of (i) the date the sending server receives a successful transmission confirmation, or (ii) the first business day following the day itis sent, provided no delivery-failure message is returned.

24.5 Change of Address. Either Party may update its notice address by e-mail notice in accordance with this Article; the change is effective upon receipt.

Article 25. Terms supersede.‍

These Terms supersede in their entirely any “marketplace purchase”, “click-through,” “shrink-wrap,” “browse-wrap” or similar terms that have not been specifically negotiated by the parties, including but not limited to any terms that may be surfaced when establishing a Publisher or User Account, whether before, on, or after the date of this agreement, will be effective to add to or modify these Terms, regardless of any party’s “acceptance” of those terms by electronic means.

Appendix 1 - Service Level Agreement(SLA):

1. Service Availability Level‍

AWSsome agrees to make the Solution available at least 99% of the time (‘Solution Availability’). The Solution Availability will be calculated monthly by applying the following formula: Solution Availability = [(Actual Availability divided by Total Scheduled Availability) multiplied by 100%]. with the following definitions: "Actual Availability" means Total Scheduled Availability (in minutes) less Interruptions (in minutes)."interruption" refers to the time when the solution is unavailable, meaning that users cannot access it. Any partial or temporary malfunction of the solution that does not change its basic functions, as well as any unavailability due to the following events or factors("Exclusions"), will not be considered an interruption: force majeure; the Publisher or any user using the solution in a way that goes against the terms or documentation; maintenance of the solution as defined in the terms; suspensions of access to the solution that are permitted by the terms; any unavailability caused by an event beyond AWSsome's control, such as the failure of a third party technology or the Publisher's or a third party's environment (e.g. Publisher's internet network) to function properly; any unavailability caused by the Publisher's data. "Solution Maintenance" means the time (in minutes) that the Solution is not available to Publisher due to maintenance of the Solution, including maintenance and upgrade operations of the Solution and third party solutions used by AWSsome to provide the Solution. Maintenance of the Solution includes scheduled maintenance and unscheduled emergency maintenance. To the extent possible, AWSsome will provide Publisher with reasonable written notice of any scheduled or emergency maintenance.

"Total Scheduled Availability" means 7 days a week, 24 hours a day in minutes.

2. SLA Credits

If the availability of the Solution ina given month is less than 99%, AWSsome will grant Publisher an SLA credit as defined in the table below:
‍

SLA Credits are a percentage of themonthly price paid by the Publisher. AWSsome will apply the SLAcredits as a reduction to the Subscription Fees on the next invoice issued toPublisher. The SLA credits are Publisher's sole and exclusive remedy and AWSsome'ssole and exclusive liability for breach of the SLA.

Appendix 2 - Support Terms and Conditions

These Support Terms and Conditions for technical support services (the "Support Terms") apply to support services offered by AWSsome in connection with the provision of the Solution under the AWSsome Terms of Sale and Use. Capitalized terms have the meaning given to them in the Terms.

The User may submit support requests by e-mail to support@AWSsome.io. To make a request for support, the user must provide diagnostic information necessary to process the request, such as a description of the problem, the Publisher's configuration and network, and any relevant Publisher data. The user may be asked to communicate (through chat or video) with AWSsome's support team to answer questions and assist with the request as needed. If necessary, AWSsome's support team and/or any authorized person may access Publisher data and/or impersonate the User to access the User's environment, but this access will be limited in time and used solely for the purpose of processing the request.

If AWSsome thinks a support request is actually a request for a new feature, it may redirect the request internally or ask the user to log the request with the product team for consideration to be added in a future update to the solution. AWSsome will provide support services while the terms are in effect and will not be required to provide support services after the terms expire or are terminated.

Appendix 3 - Authentication of the Provider's employees and the Publisher's Users to the Solution ‍

The Provider’s employees’ access to the Solution is protected by AWS IAM Identity Center SSO mechanism within the Provider’s AWS Organization, whereby AWS acts as a trusted third party regarding security alerts for potential login attempts to any of the Provider’s employee accounts. On the Publisher’s side, Users can access the platform through AWS IAM Identity Center Single-Sign On if they have an AWS account or federated identity. If preferred, AWSsome can issue an identifier and passwords through Amazon Cognito User Pools. When a User is inactive on the Solution fora certain period of time (two weeks), they are automatically logged out and must log back in using their username and password to access the Solution again. Passwords are stored encrypted with a 256-bit AES encryption algorithm managed by AWS KMS. Encryption keys are deployed in accordance with good IT security practices to prevent fraud or malicious attacks.

API Key Encryption Measurements and Encryption Key Management.

The Solution’s API keys are encrypted using AWS KMS. The corresponding encryption keys are generated and managed by AWS Key Management Service within the AWS environment. In accordance with good cryptographic practice, AWSsome prohibits extensive reuse of encryption keys and implements automatic key rotation through AWS KMS to generate new cryptographic material. In addition, access to encryption keys is strictly limited to developers who need access to the application in production. Access is limited (“need to know basis”) by implementing AWS IAM policies with mandatory justification request forms that individuals are asked to complete to prove that access is legitimate and secure, tracked through AWS CloudTrail for audit purposes.

Security at Subcontractors.

Prior to engaging Third-Party Contractors, AWSsome audits their security and privacy practices to ensure that they provide a level of security and privacy appropriate to their access to data and the scope of services they are asked to provide. Once AWSsome has assessed the risks presented by the Subcontractor, the Subcontractor is then, subject always to the requirements set forth in Section 18 of this TSA, required to commit to appropriate contractual terms and conditions for security, confidentiality and privacy.