**Version of 5 November 2026** ## 1. FOREWORD {#article-1} Plakar is a software publisher, allowing its Clients and Users to benefit from its data backup solution. The Client has approached Plakar to benefit from the Software. ## 2. DEFINITIONS {#article-2} The following definitions are applicable to the entire Agreement: Unless circumstances require otherwise, definitions in the singular include the plural and vice versa. ## 3. PURPOSE OF THE AGREEMENT {#article-3} The purpose of the Agreement is to govern the contractual relationship between the Parties regarding the provision of the Software. Plakar retains full discretion over the technical and human resources to fulfill its undertakings under the Agreement. The Parties agree to collaborate in good faith and to use their best efforts to fulfill their respective obligations. ## 4. CONTRACTUAL DOCUMENTS AND HIERARCHY {#article-4} The Agreement consists of the Order Form, the present terms and the Annexes. Should there be any contradiction between these documents, they will prevail on one another according to the following hierarchy: (1) the Order Form, (2) the Annexes, and (3) the present terms. If the Parties wish to include other documents within the scope of the Agreement, they must agree in writing and specify their articulation with the existing documents. ## 5. UNDERTAKINGS OF PLAKAR {#article-5} ### 5.1 Provision of the Software {#article-5-1} Plakar undertakes to provide the Software according to the specifications described in the Order Form and in accordance with the terms of the license set forth in Annex 1. ### 5.2 Client support {#article-5-2} The support obligations of Plakar are set forth in Annex 2. ## 6. UNDERTAKINGS OF THE CLIENT {#article-6} ### 6.1 Payment of the agreed sums {#article-6-1} In return for the use of the Software and for any other Additional Service specified in the Order Form, the Client agrees to pay the Price agreed in the Order Form. ### 6.2 Fair and lawful use {#article-6-2} The Client expressly agrees to: More generally, the Client undertakes to make fair and non-excessive use of the Software and to use the Software in accordance with its purpose and object. ### 1.1 Compliance with the Agreement {#article-6-3} The Client expressly declares and confirms that it has the legal capacity and the necessary powers to conclude the Agreement in its own name. The Client undertakes to comply with every provision of the Agreement and guarantees Plakar, (obligation of result) that its Administrators and Users will agree and comply with every provision of the Agreement and with any other documents governing the use of the Software (as provided under the notion of porte-fort under French law). In particular, the Client guarantees that the Administrators and Users will comply with and properly execute the terms of the licenses provided for in the Annexes. The Client acknowledges and agrees that it is solely liable for the use that is made of the Software by the Administrators and Users. In this respect, the Client undertakes to bear all the consequences that may arise from their use. ## 7. PAYMENTS AND INVOICES {#article-7} ### 7.1 Price {#article-7-1} The Order Form specifies the Price for the Software, the Support Price as well as the terms and frequency of the invoices. The Order Form can also specify the fees associated to Additional Services. Where the Price depends on the volume of Protected Data, such volume is determined on the basis of the metrics reported by the Software to Plakar. Plakar’s measurements are authoritative, unless the Client contests them in writing within thirty (30) days of the corresponding invoice. Plakar may verify the volume of Protected Data once a year, upon thirty (30) days’ prior notice. If the verification reveals a deviation of more than five percent (5%), the Client bears the cost of the verification, in addition to the corresponding price adjustment. ### 7.2 Invoices {#article-7-2} Plakar invoices the Price according to the frequency chosen by the Parties in the Order Form. The Client agrees to pay Plakar the total price appearing in the invoice, within the period specified in the Order Form or, if not, upon reception of the invoice. In the event of non-payment of an invoice on its due date, the defaulting Party will bear interest at a rate equal to three (3) times the legal interest rate, as from the first working day of delay. These penalties will be increased by a flat-rate recovery indemnity of forty (40) euros per unpaid debt, unless there is a legitimate reason (e.g. dispute over the amount or principle of an invoice). ### 7.3 Evolution of the Price {#article-7-3} Plakar reserves the right to change the Price during the Agreement period, notably due to substantial changes in the functionalities of the Software or the Additional Services provided. When the variation of the Price is due to the subscription or withdrawal of services, modules and/or options other than free functionalities or to frustration (imprévision), the new Price applies without delay, prorated to the remaining Commitment Period and considering the price already paid by the Client, if applicable. In other cases, and in the event of a change in the Price, the new Price shall be notified in writing to the Client at least forty-five (45) days before the end of the Commitment Period. In the event of refusal of the new notified Price, the Client remains free to refuse the tacit renewal of the Agreement for the next Commitment Period. The new Price will only apply upon the expiration of the Commitment Period. ## 8. GUARANTEES OF PLAKAR {#article-8} Plakar guarantees that it holds all the rights and authorizations enabling it to enter into the Agreement, and in particular (i) that it holds all the Intellectual Property Rights over the Software and (ii) that it holds all the rights allowing the Client to use the Software. In this respect, Plakar guarantees the Client against any action, claim, demand or opposition from any third party claiming an intellectual property right which the use of the Software may have violated. In such case, the Client must inform Plakar within fifteen (15) calendars days starting from the date the Client had knowledge of the claim and must communicate all the documents supporting it. Plakar undertakes to bear the financial burden of all damages to which the Client could be condemned to by a final (no appeal possible) court decision based exclusively on the infringement of an intellectual property right by the Software, except the lawyer costs incurred by the Client for its defense. However, the present guarantee will only be applicable if (i) the existence of the claim and the documents establishing the existence of the claim are notified in writing to Plakar within fifteen (15) days starting from the date when the Client had knowledge of the claim and (ii) the claim brought by the third party against the Client does not originate from an act of the Client, the Administrator or the Users, nor from a breach of the licence provided by Annex 1, nor from a breach of any other documents governing the use of the Software. If the Software is, or in Plakar’s opinion is likely to be, the subject of such a claim, Plakar may, at its option and expense: (i) obtain for the Client the right to continue using the Software, (ii) modify or replace the Software with an equivalent non-infringing solution, or (iii) failing that, terminate the Agreement and refund the Client, pro rata, the sums paid in advance for the remaining period. This article states Plakar’s entire liability with respect to the infringement of third-party Intellectual Property Rights. ## 9. LIABILITY {#article-9} ### 9.1 Liability of Plakar {#article-9-1} The Parties agree that, as Plakar is a technical and digital service provider, Plakar’s liability is strictly limited to the provision of the Software. In particular, the Parties expressly agree that: ### 9.2 Liability of the Client {#article-9-2} The Client is exclusively liable for direct or indirect damages caused by its use, or the use by the Administrators or the Users, of the Software, including damages to its information systems, data losses, security breaches, failure to comply with rules on personal data, failure to comply with rules applicable to the Client’s relationship with any Administrator and/or any User. The Client acknowledges and agrees that it is solely responsible for obtaining and maintaining any third-party software licences required for the client’s digital environment to be considered as a Compatible System. Plakar shall have no liability whatsoever for any claims, damages, penalties, or legal actions resulting from the lack of Compatible System. ## 10. DURATION, SUSPENSION AND TERMINATION {#article-10} ### 10.1 Duration and renewal {#article-10-1} The Agreement enters into force as of the Effective Date and for the Commitment Period specified in the Order Form. The Agreement is automatically renewed, by successive Commitment Periods of the same duration as the first Commitment Period, unless notice of non-renewal is given by one Party, at the latest thirty (30) days before the tacit renewal, by registered letter with acknowledgment of receipt. The Agreement will be renewed under the same conditions as the previous Commitment Period. ### 10.2 Suspension {#article-10-2} Upon notification by email, Plakar may unilaterally suspend, partially or totally, but temporarily, the access to the Software in the following situations: Access may be restored when the cause of suspension has ceased, given that the potential suspension of the Agreement will have no effect on the duration of the Agreement. ### 10.3 Termination of the Agreement {#article-10-3} In the event of a serious breach by a Party of one of its contractual obligations, the other Party may terminate the Agreement, by sending a letter detailing the alleged breach provided that the letter is sent with acknowledgement of receipt. Termination will be effective upon reception of the letter by the receiving Party with a notice period of fifteen (15) days. Without being exhaustive, the Parties agree that the following are considered to be serious breaches of the Agreement: Each Party remains bound to perform all its obligations under the Agreement for the period between the notification and the effective termination of the Agreement. The termination of the Agreement also entails the termination of the licences granted under the terms of Annex 1 as well as the access to the Software. ### 10.4 Consequences of termination {#article-10-4} Upon termination, the licenses granted to the Client, User and Administrator to access and use the Software shall immediately cease, and the Client must promptly cease all use of the Software and delete or destroy all copies in its possession or control. ## 11. AMENDMENTS TO THE AGREEMENT {#article-11} Plakar reserves the right to freely make the Software evolve, in particular for legal or technological reasons, at its sole discretion, and to create new functionalities or to improve existing functionalities. The Parties agree that any modification that does not affect the essential characteristics of the Agreement - included but not limited to updates for security reasons, visual modification in the presentation of the user interface or modification advantageous to the Client of the Software (understood notably as any new functionalities of the Software that do not affect the old ones) - is automatically enforceable against the Client without prior notice. ## 12. CONFIDENTIALITY {#article-12} Each Party undertakes not to disclose to third parties any confidential information exchanged or obtained in the context of the Agreement and/or necessary to the performance of the Agreement, for the entire course of the Agreement and for a period of five (5) years starting from the end of the Agreement. Each Party undertakes to regard and to treat as confidential all information communicated by the other Party in the course of the Agreement. In particular, non-public information associated to (i) the access and the use of the Software, and (ii) the functioning and the functionalities of Plakar’s processes, techniques and know-how are part of confidential information, the confidentiality of which must be preserved by the Parties. Information that is considered confidential must remain confidential between the Parties, unless disclosure is required (i) to assert their rights in justice, notably – but not exclusively – in the event of non-performance of the Agreement by one of the Parties, (ii) by a court decision or (iii) to reply to the request of a tax or custom administration, a social security contribution collection administration, an auditor or a certified public accountant. The obligations of this article do not apply to information that (i) is or becomes publicly available other than through a breach of the Agreement, including the source code of the open source components of the Software, (ii) was lawfully known to the receiving Party before its disclosure, (iii) is lawfully received from a third party not bound by a confidentiality obligation, or (iv) is independently developed by the receiving Party. In the event where one Party is required to disclose confidential information, such Party must imperatively notice the other Party beforehand, without undue delay, and by any means (unless the requests concern a tax or custom administration, an auditor or a certified public accountant or if the information is strictly communicated to an employee, agent or authorized beneficiary that is bound by the same level of confidentiality). ## 13. PERSONAL DATA {#article-13} The Parties undertake to comply with the Personal Data Regulations and to be able to justify their compliance. Both Parties agree that they remain data controllers of the data processed under their respective authority in the course of the Agreement. ## 14. INTELLECTUAL PROPERTY {#article-14} The Client acknowledges and expressly accepts that Plakar is the sole owner of all Intellectual Property Rights on the Software, its documentation, and any related materials. As such, the Client undertakes not to infringe or challenge the said Intellectual Property Rights in any way whatsoever. Except for the license granted in Annex 1, no ownership or any Intellectual Property Rights are transferred to the Client. ## 15. STATISTICAL ANALYSIS {#article-15} Client agrees that Plakar, in order to create statistical analyses and conduct research for development purposes, may (i) compile statistical data and other information related to the performance, operation and use of the Software and Services, and (ii) use data from the Services in an aggregated form for the security and management of the overall Software and Services and the development of its operations. Plakar may make such analyses public, provided that Plakar does not incorporate personal data nor confidential information in a form that could be used to identify the Client, Administrators, or Users, or any other natural person. The Client agrees to the publication of the analyses and acknowledges that Plakar will retain all intellectual property rights on these analyses. ## 16. ELECTRONIC SIGNATURE {#article-16} Where the Agreement is signed electronically, it is signed by means of an electronic signature process implemented by electronic signature software recognized by the market, in accordance with articles 1366 et seq. of the French Code civil. Each Party acknowledges having received all the information necessary for the electronic signature of this Agreement and having signed this Agreement electronically with full knowledge of the technology used and of its terms and conditions, and therefore waives any claim and/or action calling into question the reliability of this electronic signature process and/or its intention to sign this Agreement by means of said process. This Agreement has been generated as a single electronic original, in accordance with article 1375 of the French Code civil, a copy of which has been delivered to each of the parties directly by means of electronic signature software recognized by the market. ## 17. MISCELLANEOUS {#article-17} ### 17.1 Severability {#article-17-1} If any provision of this Agreement is held invalid or void by a modification of legislation, regulation or by a court decision, the remainder of this Agreement will not be affected thereby as well as the duty to comply with the Agreement. ### 17.2 Non-renunciation {#article-17-2} The failure of either Party to demand strict performance of any of the terms of the Agreement, permanently or temporarily, may not be understood as a renunciation of the right to assert any of such terms. ### 17.3 Assignment of the Agreement {#article-17-3} The Client may not assign or transfer the Agreement to third parties without the prior written consent of Plakar. In the event of (i) a merger by formation of a new company, contribution, partial contribution of assets, merger by acquisition, asset spin-off, or any other operation entailing a universal transfer of Plakar’s assets or (ii) any operation entailing a direct or indirect change of control affecting Plakar, the contractual relations will persist without it being necessary to inform or obtain the consent of the Client. ### 17.4 Communication between the Parties {#article-17-4} All letters or correspondence sent in the course of the Agreement must use the Parties’ contact details provided in the Order Form. Failing this, the relevant step or procedure will not be considered to have been carried out and/or the contractually agreed deadline or period will not begin to run. Any change in the contact details of a Party must be notified by written notice to the other Party. ### 17.5 Testimonials {#article-17-5} The Client expressly authorizes Plakar to use its trade name, corporate name, brand, and logo in its commercial and promotional documents to indicate the existence of a business relationship between the Parties, without prejudice to the confidentiality obligations to which the Parties are subject under this Agreement. ### 17.6 Force majeure {#article-17-6} Neither Party is liable for a failure to perform its obligations caused by an event of force majeure within the meaning of article 1218 of the French Code civil. The affected Party notifies the other Party without delay. If the event lasts more than thirty (30) days, either Party may terminate the Agreement by registered letter with acknowledgement of receipt, without compensation. Force majeure does not relieve the Client of its obligation to pay sums already due. ## 18. CHOICE OF LAW AND COMPETENT COURTS {#article-18} The Agreement is governed by and interpreted according to French laws. Any conflict or dispute related to the validity, the interpretation, performance, and/or termination of the Agreement must be submitted to the exclusive jurisdiction of the Commercial Court of Paris (Tribunal des activités économiques de Paris). ## Annex 1 - Licence to use the Software {#annex-1} ### 1. PURPOSE OF THE ANNEX {#annex-1-article-1} The present annex defines the terms and conditions according to which Plakar grants the Client, who accepts it, a licence to use the Software. ### 2. SCOPE OF THE LICENCE {#annex-1-article-2} Plakar grants a strictly personal, non-exclusive, non-assignable and non-transferable right to use the Software. The licence is granted as of the Effective Date, for the entire duration of the Agreement, worldwide. ### 3. PURPOSE OF THE LICENCE AND LICENCED RIGHTS {#annex-1-article-3} The licence is granted for the sole use of the Software by the Client and the Administrators, for the sole needs and interests of the Client and for the sole purpose of developing the Client's business, which includes making the Software available to Users. All rights which are not expressly granted by the Agreement remain Plakar’s property, are not part of the rights granted and therefore are for Plakar’s exclusive use. ### 4. RESTRICTIONS {#annex-1-article-4} Without prior written authorisation from Plakar, the Client shall not – and shall not authorise an Administrator, a User: The above restrictions do not apply to the components of the Software that Plakar distributes under an open source licence. Their use, copy, modification and distribution are governed by the terms of that licence, which prevail over this Annex. ## Annex 2 – Service Level Agreement {#annex-2} ### 1. Definitions {#annex-2-section-1} The following definitions apply to the entire SLA: "External Events": any (i) situation beyond Plakar's reasonable control (including, without limitation, any event of force majeure, Internet access or telecommunications network problem, or arising from the innovative nature of the Software) and (ii) situation resulting from the Client (or its equipment, including technology) or a third party (or its equipment, including technology). "Incident": any major technical problem affecting the Software, excluding Maintenance Operations and External Events. "Maintenance Operation": any maintenance operation performed by Plakar. Unless circumstances require otherwise, definitions in the singular include the plural and vice versa. ### 2. Severity levels {#annex-2-section-2} P1 – Critical: backup or restore operations blocked, or production severely impacted, with no viable workaround. P2 – High: major functionality degraded, but backup and restore operational and no immediate data loss. P3 – Standard: non-blocking issue or degraded functionality without impact on core operations. P4 – Low: information request, usage question, or minor cosmetic anomaly. ### 3. Coverage hours {#annex-2-section-3} Basic SLA Support: Monday to Friday, excluding French public holidays, from 9:30 am to 5:30 pm (Paris time). Premium SLA Support: 24 hours a day, 7 days a week, with on-call handling for P1 Incidents. ### 4. Target response times {#annex-2-section-4} The response time is the period between the Client's valid Incident report (in accordance with section 5) and Plakar's confirmation that the Incident has been registered and is being investigated. It is not a resolution time. Response times are counted within the applicable coverage hours (business hours for Basic; continuously for Premium). Target response times for Basic SLA Support: | Severity | Target response time | | ------------------------- | ------------------------------------- | | P1 | 4 business hours | | P2 | 8 business hours | | P3 | 2 business days | | P4 | 5 business days | Target response times for Premium SLA Support: | Severity | Target response time | | ------------------------- | ------------------------------------- | | P1 | 1 hour | | P2 | 4 hours | | P3 | 1 business day | | P4 | 2 business days | ### 5. Incident reporting process {#annex-2-section-5} Any Incident must be reported to Plakar by the Client by email at support@plakar.io, or using the email address specified in the Order Form or on the official support website, with sufficient accuracy and detail to identify the Incident. Any request made outside of these channels shall not be considered valid for SLA purposes. For Basic SLA Support, requests for assistance are made Monday to Friday, excluding French public holidays, from 9:30 am to 5:30 pm. For Premium SLA Support, requests for assistance are made at any time, seven days a week. In response to its notification, the Client receives, without delay, a time-stamped acknowledgement of receipt. The time stamp is made in Paris time (CET or CEST). The acknowledgement of receipt is the moment when the Incident is brought to Plakar's knowledge and constitutes the starting point for the applicable response times set out above. ### 6. Workaround {#annex-2-section-6} While waiting for a definitive solution, Plakar may propose a workaround to the Client. ### 7. Vendor dependencies {#annex-2-section-7} Plakar may use third-party vendors for the partial execution of certain features of the Software. As a result, a vendor's issue or failure may affect portions of the Software. When an Incident is diagnosed as originating from a vendor, Plakar uses its best efforts, working with that vendor, to resolve it. However, as service and support levels vary from vendor to vendor, the resolution time of such Incidents is beyond Plakar's direct control.