TERMS OF SERVICE

"SOLD OUT" API Platform — Business customers only

Version 2.0 — August 2026

These are the Terms of Service governing the use of the "SOLD OUT API Platform" (the "Terms"), a platform offering various API solutions, operated by SOLD OUT, a société par actions simplifiée unipersonnelle (SASU) incorporated under the laws of France, with a share capital of EUR 20,000, having its registered office at Résidence L'Orangerie, 2 rue du Prieuré, 69130 Écully, France, registered with the Trade and Companies Register (Registre du Commerce et des Sociétés) of Lyon under number 879 091 668, intra-Community VAT number FR22879091668, hereinafter referred to as the "Provider".

Contact: [email protected]

Publication director (directeur de la publication): Jean-Maxime Guedel

Hosting provider: Hetzner Online GmbH, Industriestr. 25, 91710 Gunzenhausen, Germany — +49 (0)9831 505-0

By accessing or using the Platform and/or any of the APIs offered thereon, you accept these Terms, which must also be actively accepted through an "opt-in" when accessing the Platform for the first time.

1. DEFINITIONS

1.1 In these Terms, words written with capitals and not defined elsewhere shall have the following meaning:

1.1.1 API: means the application programming interface, including its corresponding Documentation, as developed and offered by the Provider on the Platform under these Terms.

1.1.2 Balance Credits: means the prepaid units of account purchased by the User and consumed when calling an API under the "pay as you go" option.

1.1.3 Credentials: means the usernames, passwords, API keys and/or other tokens enabling access to the Platform and/or the API.

1.1.4 Documentation: means the technical content documenting the API, including the instructions on how to effectively use and integrate the API.

1.1.5 Force Majeure: means an event, or a series of related events, meeting the conditions of Article 1218 of the French Civil Code (Code civil), i.e. an event beyond the control of the Provider, which could not reasonably have been foreseen at the time of conclusion of the contract and the effects of which cannot be avoided by appropriate measures, including but not limited to: (i) war, natural disasters, explosions, fires, floods, riots and terrorist attacks; (ii) governmental measures, embargoes or boycotts; (iii) failures of the Internet or of any public telecommunications network, power outages; (iv) hacker attacks, denial-of-service attacks, virus or other malicious software attacks or infections; (v) strike actions; (vi) epidemics and pandemics. For the avoidance of doubt, a failure of the Provider's own hosting provider, cloud provider or subcontractors does not constitute Force Majeure.

1.1.6 GDPR: means Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

1.1.7 Intellectual Property: means any and all intellectual property rights, whether registered or unregistered, including but not limited to patent rights, copyrights (including rights in source code and object code), sui generis database rights, rights in designs, utility models, trademarks, trade and business names and all associated goodwill, and rights in or in connection with know-how and trade secrets.

1.1.8 Platform: means the online platform providing access to the various APIs.

1.1.9 Subscription: means a package plan giving access to an API for a defined period against payment of a recurring fee, including any plan marketed as "unlimited", the pricing of which is governed by clause 6.8.

1.1.10 Support: means assistance in relation to the use of the API and the identification and resolution of errors therein.

1.1.11 Update: means a new version release of the API.

1.1.12 User: means any natural or legal person acting for purposes relating to its trade, business, craft or profession which registers for, accesses or uses the Platform and/or an API.

1.1.13 User Data: means all data, works and materials uploaded to or transmitted via the API by the User, or generated as a result of the User's use of the API, excluding analytics data relating to the use of the API and server log files.

1.2 Unless the context indicates otherwise, defined terms in the singular shall include the plural and vice versa.

1.3 Any reference to "written" or "in writing" shall be deemed to include emails and messages sent through the Platform.

2. SCOPE — BUSINESS USERS ONLY

2.1 The Platform and the APIs are supplied exclusively to Users acting in a professional capacity. They are not intended for, offered to, or marketed to consumers within the meaning of the preliminary article of the French Consumer Code (Code de la consommation).

2.2 On registration, the User represents and warrants that it is acting for purposes relating to its trade, business, craft or profession, and provides a valid company registration number (SIREN, SIRET or foreign equivalent) or intra-Community VAT number. The Provider may verify that information at any time and may request supporting evidence.

2.3 Where the Provider finds that an account has been opened by a person acting outside any professional activity, or that the information provided under clause 2.2 is false, it may close the account. In that case the Provider reimburses the sums paid for the period not yet supplied and for unconsumed Balance Credits, save where the account was opened by means of fraud, in which case the Refund Policy applies.

2.4 The User acknowledges that the protective provisions of the French Consumer Code — in particular the right of withdrawal, the legal guarantee of conformity for digital content and digital services, the rules on tacit renewal and consumer mediation — do not apply to the relationship between the Provider and the User.

3. GENERAL PROVISIONS

3.1 These Terms apply to the provision, use and availability of the Platform and the APIs. Together with any signed order form or service level agreement, the order confirmation, the Refund Policy, the Privacy Policy and the applicable Documentation, they constitute the entire agreement between the Provider and the User with regard to access to and use of the Platform and the APIs, and supersede any prior communications or arrangements on the same subject matter. In the event of a conflict, the following order of precedence applies: (1) any signed order form or service level agreement; (2) these Terms; (3) the Refund Policy; (4) the Privacy Policy; (5) the Documentation.

3.2 Additions to or deviations from these Terms shall only apply where expressly agreed in writing between the Provider and the User. The User's own general terms and conditions are expressly excluded.

3.3 If any provision of these Terms is held invalid, unlawful or otherwise unenforceable, the validity of the remaining provisions shall not be affected. In such event, the Provider shall replace the invalid provision with a valid and enforceable provision reflecting as closely as possible the original intention of the parties.

3.4 The Provider may amend these Terms. The amended Terms shall be posted on the Platform and/or communicated by email and shall enter into effect no earlier than thirty (30) days from the date of that posting or notification (the "Effective Date"). Continued use of the Platform or an API after the Effective Date constitutes acceptance of the amended Terms. Amendments do not apply to a Subscription period already paid for, which continues to be governed by the Terms in force when it began. If the User does not wish to accept the amended Terms, it may, before the Effective Date, terminate its Subscription with effect at the end of the current period and cease using the APIs. No refund is due on this ground.

3.5 The limitations of liability set out in clause 9 also benefit the Provider's directors, employees and subcontractors, in each case acting in the performance of these Terms. This clause constitutes a stipulation for the benefit of a third party (stipulation pour autrui) within the meaning of Articles 1205 et seq. of the French Civil Code.

3.6 Confidentiality. Each party shall keep confidential any non-public information disclosed by the other in connection with these Terms, shall use it only for the purposes of their performance, and shall protect it with at least the same care as its own confidential information. This obligation does not extend to information which is or becomes public without fault, which was already lawfully known, which is independently developed, or whose disclosure is required by law or by a competent authority. It survives for three (3) years after the end of the contract.

3.7 Assignment. The User may not assign or transfer these Terms without the Provider's prior written consent. The Provider may assign these Terms to a successor in the context of a merger, reorganisation or transfer of all or part of its business, subject to written notice to the User.

3.8 These Terms are drafted in English. Any translation is provided for convenience only; in the event of a discrepancy, the English version shall prevail.

4. RIGHT TO USE THE PLATFORM AND THE API

4.1 Subject to the User's payment of the applicable fees and compliance with these Terms, the Provider grants the User a limited, revocable, non-exclusive, non-transferable and non-sublicensable licence to access and use the APIs for the duration of the User's Subscription or for as long as the User holds valid Balance Credits.

4.2 The User undertakes not to (and not to attempt to), whether directly or indirectly:

4.2.1 use an API, the Platform and/or the Credentials for any abusive, fraudulent or unlawful purpose, or for any purpose prohibited by the laws applicable to the User;

4.2.2 use an API in breach of the terms of use, contractual conditions or acceptable use policies of any third-party website, platform or service accessed through or in connection with an API;

4.2.3 use an API to infringe the rights of any third party, to obtain unauthorised access to any system or account, to process data obtained unlawfully, or in a manner that exposes the Provider to any claim, investigation or sanction;

4.2.4 use an API in a manner that materially violates the Documentation and thereby harms the API, the Platform and/or the Provider;

4.2.5 copy, adapt, modify, prepare derivative works based upon, distribute, license, resell, transfer, publicly display, publicly perform, transmit, stream or broadcast an API, the Credentials or any part thereof, nor attempt to discover the source code, reverse engineer, decompile or disassemble an API, save within the limits of the mandatory exceptions provided for by Article L.122-6-1 of the French Intellectual Property Code (Code de la propriété intellectuelle), subject to Article L.122-6-2 of the same Code;

4.2.6 infringe or violate the Provider's Intellectual Property or the Intellectual Property or other rights of third parties;

4.2.7 remove or alter any proprietary notices or labels on or within an API or the Platform;

4.2.8 engage in any activity that causes, or is likely to cause, damage to the API or the Platform, or impairment of their availability or accessibility, including sending requests at a volume or frequency exceeding the applicable rate limits;

4.2.9 interfere with or circumvent the security features of the Platform, an API or any part thereof.

4.3 The User acknowledges and agrees that the Provider may monitor the User's use of an API in order to ensure quality of service, improve its services, ensure the security of the Platform and verify compliance with these Terms. The User shall not interfere with such monitoring. Such monitoring is carried out in accordance with the Privacy Policy.

4.4 The Provider may suspend the User's access to the Platform or to an API where it reasonably believes that the User is acting in breach of these Terms, that the security of the Platform is compromised, or that the use made of the API is unlawful. Save in cases of urgency, of a serious breach, or where a legal obligation requires immediate action, the Provider shall give prior notice and an opportunity to remedy the breach. A suspension does not cause any forfeiture of Balance Credits, which are preserved for its duration and become usable again if the suspension is lifted. Where a suspension is lifted, the Subscription is extended free of charge by a period equal to the suspension, and the validity period of Balance Credits is extended accordingly. Where a suspension lasts more than sixty (60) consecutive days without the Provider having terminated under clause 5.9(ii), the User may terminate with immediate effect and obtain a refund of the pro rata portion of the Subscription fee corresponding to the unused period, together with the value of any unused Balance Credits.

4.5 The User is solely responsible for the User Data and for the purposes for which it uses the APIs.

4.6 Lawful use — the User's sole responsibility.

4.6.1 The APIs are supplied as neutral technical tools. The User undertakes to use them exclusively for lawful purposes.

4.6.2 The User represents and warrants, on a continuing basis, that its use of the APIs complies with all laws and regulations applicable to it — including without limitation data protection, consumer protection, competition, tax, intellectual property, anti-fraud and anti-money-laundering rules — and with the terms of use of any third-party website, platform or service it accesses through or in connection with an API.

4.6.3 The User alone determines the purposes for which it uses the APIs and the lawfulness of those purposes in every jurisdiction concerned. The Provider does not verify, approve or monitor those purposes, provides no legal advice, and makes no representation that any particular use is lawful in any given jurisdiction. It is for the User, and for the User alone, to satisfy itself on that point before using an API, where necessary by taking its own legal advice.

4.6.4 The User shall not use an API in a way that could cause the Provider to be regarded as a participant in, or as facilitating, an unlawful act.

4.6.5 Where the Provider becomes aware of a use that it reasonably believes to be unlawful, it may suspend or terminate access immediately under clauses 4.4 and 5.9(ii), retain the relevant technical logs, and, where required by law, report the matter to the competent authorities. Termination on this ground gives rise to no refund.

4.7 No responsibility of the Provider for the User's use. The Provider supplies access to the APIs. It does not supply, and is not a party to, whatever the User does with them. Accordingly, and to the fullest extent permitted by law, the Provider shall bear no responsibility and no liability whatsoever for:

4.7.1 the purposes for which the User uses the APIs, the lawfulness of those purposes, and any breach by the User of any law, regulation or third-party terms of use;

4.7.2 the results, outcomes or performance obtained by the User through the use of an API, including any purchase, order, transaction or opportunity that succeeds, fails, is cancelled or is not completed;

4.7.3 any decision taken by the User, or by any third party, on the basis of data returned by an API;

4.7.4 any measure taken against the User by a third party, including the restriction, suspension, cancellation or closure of the User's accounts with any third-party website, platform, marketplace or payment provider, and any resulting loss;

4.7.5 any investigation, claim, proceedings or sanction directed at the User by a third party, a regulator or a public authority;

4.7.6 the User Data, and any content the User transmits through or generates by means of an API.

The User expressly acknowledges that these matters fall outside the Provider's control and outside the scope of what it undertakes to provide, and that they form part of the risk the User accepts in using the APIs.

5. ACCOUNT, CREDENTIALS, DURATION, TERMINATION AND ORGANISATION ACCOUNTS

5.1 Before accessing and using an API, the User must register an account on the Platform by providing an email address, a password and the information required under clause 2.2, or may authorise access via an OAuth service provider (where available). The Provider reserves the right to refuse or remove an account, in particular where duplicate accounts are detected or fraud is suspected.

5.2 Upon acceptance of an access request, the User shall be provided with the Credentials necessary to access and use the API concerned.

5.3 The User is independently responsible for complying with the Documentation and warrants that it has sufficient knowledge and experience to implement and use an API. The Provider's obligations under these Terms are obligations of means (obligations de moyens).

5.4 The User is independently responsible for having in place the minimum software and system requirements necessary to achieve interoperability with the API. The Provider does not warrant that an API will be compatible with any other software or system, or that such compatibility will be maintained after an Update, unless expressly stated otherwise.

5.5 Any information provided by the User shall be accurate, complete and up to date at all times. Where the User is a natural person, it warrants that it has full legal capacity; where it acts on behalf of a legal person, it warrants that it has authority to bind that legal person.

5.6 The User undertakes not to disclose the Credentials to any third party and shall notify the Provider immediately upon becoming aware of any security breach or unauthorised use of its Credentials. The User is responsible for safeguarding the Credentials and for any activity carried out using them, save where such activity results from a failure attributable to the Provider.

5.7 Subscriptions. Subscriptions are entered into for the period indicated at the time of subscription and renew automatically for successive periods of the same duration unless terminated. The User may terminate at any time before the renewal date, with effect at the end of the current period, from the account settings on the Platform or by email to [email protected].

5.8 Pay as you go. Under the "pay as you go" option, the User may cease using an API and close its account at any time, from the account settings on the Platform or by email to [email protected].

5.9 Termination by the Provider. The Provider may terminate these Terms and the User's access (i) for convenience, subject to a prior written notice of thirty (30) days, or (ii) with effect upon expiry of a thirty (30) day formal notice (mise en demeure) sent by email that has not been complied with, or with immediate effect where the breach is incapable of remedy or consists of fraud or unlawful use of an API. Where the Provider terminates for convenience under (i), it shall reimburse the pro rata portion of any Subscription fee corresponding to the unused period and the value of any unused Balance Credits.

5.10 Established commercial relationship. Where a commercial relationship between the parties has become established within the meaning of Article L.442-1, II of the French Commercial Code (Code de commerce), the notice period referred to in clause 5.9(i) shall be extended to a reasonable period taking account in particular of the duration of the commercial relationship, trade usage and any applicable interprofessional agreements. In any event, and in accordance with that provision, the Provider's liability may not be engaged on the ground of an insufficient notice period where a notice of eighteen (18) months has been given. This clause does not apply to termination for breach under clause 5.9(ii), nor in the event of Force Majeure.

5.11 Save in the cases referred to in clauses 2.3, 4.4, 5.9(i), 7.4 and 9.4, in the Refund Policy, and save for the set-off mechanism provided for in the Refund Policy in the event of termination under clause 5.9(ii), the termination of access to or use of an API does not entitle the User to a refund of Balance Credits or fees already paid. The conditions under which refunds are granted are set out in the Refund Policy, which forms an integral part of these Terms.

5.12 Organisation accounts. The Provider offers an "Organization" feature enabling an entity (the "Organisation") to give its own members or customers access to the APIs under the Organisation's Subscription. Where a User accesses an API through an Organisation: (i) the Organisation is responsible towards the Provider for payment of the applicable fees and for its members' compliance with these Terms; (ii) the User's Credentials and Balance Credits remain attached to the account under which they were issued and may be administered by the Organisation; (iii) the Provider shares the User's email address with the Organisation for verification, fraud-prevention and analytics purposes relating to the use of the Platform, as described in the Privacy Policy; and (iv) termination of the Organisation's Subscription terminates its members' access.

6. FEES, BALANCE CREDITS AND PAYMENT

6.1 The Provider offers flexible payment options, including "package Subscription" and "pay as you go". Under the "pay as you go" option, the User must top up its Balance Credits before being able to call an API.

6.2 Subscription fees and Balance Credits may be paid by credit card and by any other payment method offered on the Platform. Payments are processed by third-party payment service providers; the Provider does not store full card details.

6.3 All prices are stated in euros and are exclusive of value added tax and any other applicable taxes and duties, which are added at the applicable rate. An invoice is made available to the User for each payment.

6.4 Subscriptions renew automatically until terminated in accordance with clause 5.7.

6.5 Balance Credits purchased under the "pay as you go" option are valid for ninety (90) days from their issue date and expire at the end of that period. The expiry date is displayed to the User at the time of purchase and remains visible in the User's account at all times. The Provider notifies the User by email at least fifteen (15) days before Balance Credits are due to expire. Where the User holds several batches of Balance Credits, the batch closest to expiry is consumed first. Balance Credits also expire if the User closes its account and cannot be recovered thereafter. Balance Credits are not legal tender, do not constitute electronic money or a currency of any kind, and have no cash value, save in the cases of reimbursement expressly provided for in clauses 2.3, 4.4, 5.9(i), 7.4 and 9.4 and in the Refund Policy. The validity period of Balance Credits is extended by the duration of any suspension under clause 4.4 or 6.9 that is subsequently lifted.

6.6 Subscription fees and Balance Credits are payable in advance. The Provider is entitled to deduct the fees corresponding to API calls from the User's prepaid Balance Credits.

6.7 Subject to clause 6.8, the Provider may change its fees at any time. The Subscription fee in force at the start of a Subscription period remains applicable for the whole of that period; amended fees apply to renewals and to new Subscriptions. The Provider shall notify the User of any fee change at least thirty (30) days before it takes effect. Since the change bites only at renewal, the User remains free not to renew: it may terminate its Subscription before the renewal date with effect at the end of the current period. No refund is due on this ground.

6.8 Variable pricing of "unlimited" plans.

6.8.1 In a plan marketed as "unlimited", the word "unlimited" refers to the absence of a fixed per-call quota. It does not mean that the price is fixed. The price of such a plan is set by reference to the load the User generates on the Provider's infrastructure — in particular call volume, request frequency, concurrency, and the computing and bandwidth resources consumed.

6.8.2 Adjustment at renewal. At each renewal, the Provider may adjust the price of an "unlimited" plan to reflect the load actually observed during the preceding period, and more generally the evolution of the Provider's own infrastructure and third-party supply costs. Any such adjustment is notified to the User at least thirty (30) days before the renewal date, together with the load figures on which it is based. The User remains free not to renew, in accordance with clause 6.7. No refund is due on this ground.

6.8.3 Load exceeding the basis of the price, during a period. Where, during a Subscription period, the User's load significantly exceeds the level on which its price was based, or exceeds any fair-use threshold stated in the Documentation or in the order confirmation, the Provider may:

(i) apply the rate limits and fair-use measures set out in the Documentation, so as to bring the load back to the level corresponding to the price paid; and/or

(ii) propose to the User an adjusted price for the remainder of the period. Such an adjustment takes effect only if the User accepts it. Where the User does not accept it within fifteen (15) days, the Provider may apply the measures referred to in (i), or terminate the Subscription on thirty (30) days' notice with the refund provided for in clause 5.9(i).

6.8.4 Transparency. Any adjustment under this clause is based on objective and verifiable criteria, namely the load measured by the Provider. The Provider makes the corresponding usage data available to the User on request. The price of the current Subscription period is never increased unilaterally.

6.8.5 This clause is without prejudice to Article 1164 of the French Civil Code.

6.9 In the event of late payment, late payment interest shall accrue, without any prior formal notice being required, at a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points, and in any event not less than three times the French statutory interest rate, in accordance with Article L.441-10 of the French Commercial Code (Code de commerce). A fixed indemnity for recovery costs of EUR 40 per unpaid invoice is also due, in accordance with Article D.441-5 of the same Code; where the recovery costs actually incurred exceed that amount, the Provider may claim additional compensation on production of supporting evidence. The Provider may in addition suspend the User's access until all outstanding sums have been paid in full; the last sentence of clause 4.4 applies to such a suspension.

6.10 The Provider reserves the right to refuse API access requests and payments, including in respect of unsupported services, suspected fraudulent or unauthorised transactions, or unlawful activity.

6.11 The User may not transfer or sell Balance Credits to any other person or entity. Balance Credits may only be used by the User of the account to which they are attached.

6.12 Free trial. The Provider makes a free trial available so that the User may evaluate an API against its own use case before purchasing. The trial is provided without charge and without commitment, on the same technical terms as the paid service, and is subject to these Terms. The Provider may limit the duration, volume or scope of a trial, may restrict it to one trial per User, per undertaking and per payment instrument, and may refuse or withdraw a trial where it detects duplicate accounts or abuse. The availability of that trial is the counterpart of the non-refundable character of the fees: the User is able to satisfy itself, at no cost and before paying, that an API meets its needs.

6.13 No right of withdrawal applies. The User expressly acknowledges that, acting in a professional capacity, it does not benefit from the right of withdrawal provided for by Article L.221-18 of the French Consumer Code. The extension provided for by Article L.221-3 of the same Code concerns only contracts concluded away from business premises (hors établissement) and does not apply to contracts concluded at a distance on the Platform. Subject to the exhaustive exceptions set out in the Refund Policy, all sums paid are final and non-refundable.

7. THE APIs — AVAILABILITY, SUPPORT AND WARRANTIES

7.1 The Provider has no control over, and shall not be liable for: (a) the User Data; (b) transactions, orders or purchases made through or resulting from the User's use of an API, whether successful or not; or (c) the conduct of any third party whose website, platform or service the User accesses through or in connection with an API, including any change to that service, any restriction it imposes on the User, and any decision by that third party to block, throttle or refuse access. Clause 4.7 applies in full.

7.2 The Provider offers Support through a chat service and by email at [email protected], and shall respond as soon as reasonably possible.

7.3 The Provider undertakes to provide and maintain the APIs with reasonable care and skill in accordance with professional standards; this is an obligation of means (obligation de moyens). Subject to that undertaking, the APIs are supplied "AS IS" and "AS AVAILABLE". The Provider does not guarantee that an API will operate without error or interruption, that it will be entirely free from defects, errors and bugs, that it will produce any particular result, or that it will remain compatible with, or able to reach, any third-party service; and no specific availability rate is guaranteed unless expressly agreed in a separate service level agreement. Compensation for sustained unavailability attributable to the Provider is governed by the Refund Policy; it applies to Subscriptions only, and takes the form of a free extension of the Subscription rather than of a refund.

7.4 An API is available for the period indicated by the Provider. The Provider reserves the right to modify or discontinue an API or any part thereof, subject to the notice and refund rights set out below. Where such a modification or discontinuance is substantial and adversely affects the User, the Provider shall give at least thirty (30) days' prior notice by email, and the User may terminate with effect from the date the change takes effect and obtain a refund of the pro rata portion of the Subscription fee corresponding to the unused period, together with the value of any unused Balance Credits. Maintenance operations, emergency security measures and changes required by law may be carried out with shorter or no notice; where such a change is nonetheless substantial and adversely affects the User, the right to terminate and be refunded is unaffected.

7.5 Upon termination or suspension of access to an API, the User's right to use that API immediately ceases and the Credentials may be revoked, subject to clauses 4.4 and 5.11.

8. INTELLECTUAL PROPERTY

8.1 All Intellectual Property in and relating to the APIs and the Platform vests exclusively in the Provider or its licensors. The User acquires only those rights of use expressly granted under these Terms.

8.2 The User is prohibited from removing or altering any Intellectual Property or confidentiality notices from the Platform and/or an API, including from any underlying code.

8.3 The User retains all rights in its User Data. The User grants the Provider a non-exclusive, worldwide, royalty-free licence to host, reproduce and process the User Data solely to the extent necessary to provide, secure and maintain the APIs and the Platform, for the duration of the contract.

8.4 Some of the software libraries or components required by or included in an API are licensed under an open source software licence (the "Open Source Components"). To the limited extent that the licence of an Open Source Component expressly supersedes these Terms, the User's use of that component is governed by the terms of the applicable open source licence.

9. LIABILITY AND INDEMNIFICATION

9.1 The Provider's total aggregate liability arising from or in connection with these Terms, whether contractual, tortious or otherwise, shall be limited, in aggregate for all claims arising in any twelve (12) month period, to the higher of: (i) the total amount of the Subscription fees and Balance Credits paid by the User to the Provider over the twelve (12) months preceding the event giving rise to the liability; or (ii) EUR 1,000.

9.2 The Provider shall not be liable for indirect loss, consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, damage to reputation or goodwill, loss or damage resulting from business interruption, or for losses connected with unsuccessful purchases or items not received. Loss, corruption or destruction of data is not excluded, but is compensated within the limit set by clause 9.1.

9.3 The exclusions and limitations set out in clauses 9.1 and 9.2 shall not apply: (i) in the event of wilful misconduct (dol) or gross negligence (faute lourde) on the part of the Provider; (ii) in the event of personal injury or death; (iii) where the limitation would deprive the Provider's essential obligation of its substance within the meaning of Article 1170 of the French Civil Code; (iv) in the event of a breach by the Provider of its obligations under the GDPR or under any data processing agreement concluded under clause 10.2; or (v) in any other case where liability cannot lawfully be limited.

9.4 The Provider shall not be liable for damage or costs resulting from a Force Majeure event, under the conditions of Article 1218 of the French Civil Code. Where a Force Majeure event lasts for more than sixty (60) days, either party may terminate by written notice; the Provider shall reimburse the pro rata portion of any Subscription fee corresponding to the unused period and the value of any unused Balance Credits, and no other compensation is due.

9.5 Except where performance is definitively impossible, neither party shall be in default until it has been given written formal notice (mise en demeure) specifying the breach in reasonable detail and granting a reasonable period of at least thirty (30) days to remedy it.

9.6 Any claim for damages by either party shall be brought within twelve (12) months of the date on which that party became aware, or ought reasonably to have become aware, of the damage. This period applies equally to claims by the User against the Provider and to claims by the Provider against the User.

9.7 The User shall indemnify and hold the Provider harmless against any claim, demand, damage, loss or cost (including reasonable legal fees) brought by a third party and arising out of or in connection with: 9.7.1 a breach of these Terms by the User; 9.7.2 improper or unlawful use of the Platform and/or an API by the User, or a breach of clause 4.6; 9.7.3 a violation by the User of any law, regulation, or third-party right or terms of use; or 9.7.4 any claim relating to the results obtained by the User through an API or to measures taken against the User by a third party. The Provider shall promptly inform the User of any such claim and shall not settle it without the User's prior written consent, such consent not to be unreasonably withheld. The User's liability under this clause is subject to the same aggregate limit as that set out in clause 9.1 for ordinary breaches. That limit does not apply, and the User's liability is unlimited, where the claim arises from the User's unlawful use of an API, from a breach of clause 4.6, from an infringement of third-party rights, or from the User's wilful misconduct or gross negligence.

9.8 Conversely, the Provider shall indemnify and hold the User harmless against any third-party claim alleging that the User's use of an API in accordance with these Terms and the Documentation infringes that third party's Intellectual Property, subject to the limit set out in clause 9.1. The User shall promptly inform the Provider of any such claim and shall not settle it without the Provider's prior written consent, such consent not to be unreasonably withheld.

10. PERSONAL DATA

10.1 The Provider processes personal data relating to the User and to its representatives in accordance with the GDPR, the French Data Protection Act No. 78-17 of 6 January 1978 (Loi Informatique et Libertés) and its Privacy Policy, available on the Platform.

10.2 Where, in the course of using an API, the User processes personal data for which it is the controller and for which the Provider acts as processor, the parties shall enter into a data processing agreement complying with Article 28 of the GDPR. In such case the User warrants that it has a valid legal basis for the processing and that it has complied with its information obligations towards the data subjects.

11. GOVERNING LAW AND JURISDICTION

11.1 These Terms are governed by and shall be construed in accordance with French law.

11.2 Any dispute relating to the validity, interpretation, performance or termination of these Terms which cannot be resolved amicably shall fall within the exclusive jurisdiction of the competent courts of Lyon, France, notwithstanding multiple defendants or third-party proceedings, including for emergency or protective proceedings.

11.3 The United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) does not apply to these Terms.

SOLD OUT — Terms of Service — Version 2.0 — August 2026