GENERAL TERMS OF MEMBERSHIP
This English translation is proposed for convenience only. In the event of any conflict orinconsistency between the French and English versions, the French version shall prevail.

Effective date: December 06 2022
CD and LP Music Web Service is a French SARL with its head office located at 46 rue de la Télématique,Saint-Etienne (42000), registered in the Saint-Etienne trade and companies register under the number
441 060 662 (hereinafter referred to as «CDandLP» or «we»)
We provide a technical platform so-called an e-commerce marketplace, integrated into our website
available at www.cdandlp.com and hereinafter referred to as the «Marketplace», through which sellers canoffer products for sale to buyers.
Our role is limited to:- as a technical service provider, to provide the Marketplace and the audience of our website
www.cdandlp.com;- as agent of the payment service provider, to perform the actions necessary for the operation of the funds
handling solution integrated into the Marketplace.
In no way are we reseller, buyer or commissioner of the products offered by sellers on the Marketplace,nor responsible for the correct running of the funds handling solution operated by the payment service
provider.
Our Marketplace enables buyers to buy, and sellers to sell, a wide range of products linked to music, in all
formats (CD, Vinyl record, DVD, VHS, Cassette, Clothing, etc.).
The present general conditions of membership (hereinafter referred to as «GCM») are concluded between
CDandLP and any registered member who wishes to offer products for sale on the Marketplace(hereinafter referred to as «Seller» or «You»).

GENERAL PROVISIONS
1. Definitions
Capitalized terms used in the GCM have the meanings set out below. When used without capital letters,
they have the meaning used in everyday language.
« Buyer » refers to a Member of the Marketplace who orders a Product to the Seller.
« Ad » refers to an item page edited by the Seller on the Marketplace, where all the details andinformation about a Product for sale are listed.
« Shop » refers to the seller’s virtual shop displayed on the Marketplace.
« Catalogue » refers to the inventory listing the Products offered for sale by a Seller, published on theMarketplace.
« Order » refers to any Product order placed by a Buyer on the Marketplace.
« GCM » refers to the present contract and its additional parts.
« GTU » refers to the General Terms of Use of the Marketplace which govern the rules of use of theMarketplace and available at General Terms of Use. Each Member must accept them when registering
for the Marketplace.
« CDandLP T&Cs» refers to the general conditions of sale applicable to all sales made on theMarketplace, of which they govern the contractual conditions.
« Member account » refers to the personalized account created by a Member at the time of registration.
« Content » refers to all the data and content that may be put online by the Seller using the Marketplace,
regardless of their nature (including text, writings, data, images, visuals, logos, brands, photographs,
sounds, videos, etc.).
« Data » refers to the data related to the commercial activity of the Seller collected or generated via theMarketplace.
« Seller Features » refers to the features related to the sale of Products on the Marketplace, available for
Sellers from their Member Account.
« Member » refers to any person regularly registered on the Marketplace.
« Part » refers to either the Seller or CDandLP.
« Parties » refers to the Seller and CDandLP together.
« Privacy Policy » refers to CDandLP's privacy policy which explains to persons having to do with theprocessing of personal data carried out by CDandLP as data controller how their data is processed andthe rights available to them. Read more about our Privacy Policy here
« PSP » refers to the payment service provider within the meaning of European Directive 2015/2366 on
payment services (PSP2), chosen by CDandLP to provide electronic payment services and handle funds
related to transactions carried out through the Marketplace.
« Product » refers to any item offered for sale by a Seller on the Marketplace. Products listed must be
related to music (CD, Vinyl record, DVD, VHS, Cassette, Clothing, etc.)« GDPR » refers to the European Regulation 2016/679 of April 27th, 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 (General Data Protection Regulation).
« Services » refers to all the technical and human services provided by CDandLP as part of the supply of
the Marketplace to the Seller.
2. Subject
The present GCM aim at ruling juridical relationships between CDandLP and you, when you are a Seller

on the Marketplace.
They determine your rights and obligations when using the Marketplace and represent, in this respect, thesole contract between CDandLP and you.
You must agree to our GCM to sell your Products on the Marketplace. When accepting them, you agree torespect them as long as you use our Services.
3. Duration
GCM come into force on the date you accept them and are entered for an indefinite period.
They may be terminated according to the conditions provided for in Article 23.
4. Our Services
4.1. Services provided
Our Marketplace is a market place that enables you to offer for sale your Products to our Buyers.
The basic features of our Marketplace consist in supplying you with:- a right to access and use the Marketplace;- a username to connect to your Member Account;- an interface allowing you to offer your Products and monitor your sales;- an approved online payment service;- an assistance in the management of Buyers complaints.
4.2. Evolutions of Services
The features of our Marketplace may evolve at any time. We will make sure that these changes take place
without regression of the current features nor any data loss for you.
We may have to adjust our Markeplace to technologies and standards used on the Internet.
These evolutions can lead you to update your web browser. We cannot be liable for access malfunctioningthat could be originated by your refusal of updating your computer hardware.
4.3. Access to Services
You access our Marketplace via the Internet, specifically our website www.cdandlp.com.
The equipment and the internet connection necessary to access our Marketplace remain at your expense
and are not provided to you.
4.4. Availability of Services
We do our best to have our Services available 24/7. We only commit to an obligation of means: insofar as
your professional activity does not depend essentially on the availability of our Marketplace, our Services
may experience periods of temporary unavailability at any time of the day.
We draw your attention to the fact that access to our Marketplace may be temporarily interrupted:- for all causes beyond our control, in particular in the event of saturation at the French or global level ofthe Internet network;- for any maintenance or update of our Marketplace.
We make sure to inform you beforehand of any programmed unavailability due to maintenance or update.
As far as possible, we make sure to carry out these operations from Monday to Friday, before nine (9)a.m. and after six (6) p.m. or any time on Saturday and Sunday. However, some emergency interventions
may require us to intervene at any time of the day without being able to inform you in advance.

5. Our role as host
We do not exercise prior control or general supervision over the Products and Content that you distributeon the Marketplace. Our role is that of a host within the meaning of European Directive 2000/31/EC ofJune 8, 2000. You are solely responsible for the Products and Content that you choose to distribute on ourMarketplace. We may be required, as soon as we become aware of it, to withdraw access to Products orContent that are manifestly illegal or to make them inaccessible to the public, without prior notification.
6. Financial Terms
Registration and membership to the Marketplace is free of charge.
We take a fixed Commission on sales that you perform on the Marketplace according to the following
calculation:- 14% excluding tax (16,8% including tax) of the total including tax of the Order (price of the Product(s))
We may have our financial terms evolve. Should this happen, the article 10. Down below will apply.
For more information about our commission, please read our article 7 in our Seller's Guide.
7. Intellectual Property
7.1. CDandLP Intellectual Property
We are the holders of all the intellectual property rights relating to our Marketplace and its components(software, texts, images, visuals, brands, domain names, etc.) as well as to the documents that we
provide you. The acceptance of the GCM does not transfer any intellectual property rights to your benefit.
We only grant you the right to access and use the Marketplace and its Services. This right of access anduse is granted on a personal, non-exclusive, non-transferable basis, for the whole world, for the sole
duration of your registration (duration of the Member Account).
You are not allowed to use the «CDandLP» brand without prior, express and written authorization from us.
7.2. Intellectual Property of the Seller
You must grant us some rights to your Contents so that we can display them on the Marketplace.
You grant us a non-exclusive license, free of charge, for the whole world and for the duration of the GCM,
authorizing CDandLP to use, reproduce, represent, adapt the Contents that you provide (by downloadingon the Marketplace or otherwise) and this, on any medium and by any means, within the framework andfor the sole needs of the operation and functioning of our Marketplace as well as the promotion of theMarketplace and the activity of CDandLP.
We will thus be able to adapt or resize the Contents so that they adjust to our technical, ergonomic orvisual demands of our Marketplace.
You authorize us to freely mention and reproduce your trade name, your brand and your logo ascommercial references, on our Marketplace and on our online and offline promotional and commercial
media.
8. Processing of personal data
8.1. Our processes
The running of the Marketplace and the supply of our Services imply the collection and the process of
Sellers’ personal data, Buyers’ data and any internet user visiting the Marketplace. This processing iscarried out in accordance with the applicable legislation and in particular the GDPR and the French law ofJanuary 6, 1978 «Informatique et Libertés».

Please read our Privacy Policy where we explain to you in detail what kind of process we perform.
8.2. Your processes
As data manager, you are required to process personal data concerning Buyers, in particular in thecontext of the transactions you carry out with them.
CDandLP is not jointly responsible for the processing of personal data that you carry out in this context.
Our role is limited to that of a subcontractor. In accordance with the GDPR, this subcontracting isgoverned by a written agreement between you and us, which is available in Annex 1.
9. Independence of the Seller
The GCM do not create any de facto partnership, agency relationship, employment contract, distribution
contract, reseller contract or obligation to purchase between the Parties. You are and remain an
independent Seller, acting in your name and for your own account. In particular, we do not commit to any
sales volume or any prospect of turnover that you could expect by registering on our Marketplace.
10. Modification of the GCM
We may change our GCM at any time by notifying you in writing of the new applicable version.
Except for a longer period decided by CDandLP, You have a notice period of (15) days from thenotification to refuse the new version of the GCM. In the event of a written refusal on your part, expressed
within the notice period granted, the GCM will be terminated.
In the absence of refusal on your part during the notice, we will consider that you have tacitly accepted our
new GCM.
Exceptionally, changes to the GCM may come into force immediately (without notice) only in the
exceptional circumstances provided for by European regulation 2019/1150 "Platform 2 Business" of June20, 2019.

MARKETPLACE OPERATION
11. Your registration as Seller on the Marketplace
11.1. Access to Seller’s features
To become a Seller on our Marketplace and access the Seller’s Features, you must follow the steps listed
down below:- Step 1: register as a Member by creating a Member Account on the Marketplace- Step 2: from your Member Account, click on «Start to sell»- Step 3: complete and validate your profile, providing all the required information.
- Step 4: put a Product for sale for the first time by publishing an Ad.
When you have published your first Ad, you will receive a confirmation email and will access Seller’s
Features directly from your Member Account.
For more information on the registration process and the terms and conditions for the sale of a Product,
please read articles 1 and 3 of our Seller's Guide.
11.2. Prerequisites to become a Seller

Registration to our Marketplace requires you to meet our prerequisites when you register and for as longas you use our Services. Compliance with these prerequisites is an essential and determining element ofour consent to contract with you.
You must:- have the legal capacity to contract,- comply with your tax reporting obligations,- comply with your social reporting obligations,- offer Products in line with the positioning of our Marketplace,- be free from any exclusivity commitment that would prohibit you from offering your Products on ourMarketplace,- follow the Marketplace registration procedure as a Seller to the letter, and in particular provide all theinformation and/or documents required.
We may cancel your registration, by terminating these GCM, if:- you do not meet the prerequisites,- you have a bad reputation on the Internet (bad customer service, sale of poor quality products,
counterfeit products, etc.)- you have already been banned from our Marketplace;
The prerequisites to become a Seller must also be maintained for the duration of the GCM. The
disappearance or failure to meet one of these prerequisites may lead us to terminate the GCM.
12. Your Shop
You run your Shop from your Member Account in the «Shop settings» section.
You set your preferences from this section, as well as the shipping methods that you offer to Buyers, theterms for your sales payments and the promotion of your shop.
Read more about how to manage your shop in our section 2 and 4 of our Seller's Guide.
13. Your Ads
13.1. The publication of your Ads
You can publish your Ads from your Member Account in the « My Catalogue » section by adding Products
to your Catalog.
Read more about how to add a Product and the publishing of your Ads in our Seller's Guide, section 3.
Once published, your Ads can be viewed by anyone accessing the Marketplace. Registered Members willthen be able to place Orders.
You acknowledge that you are solely responsible for the information, commitments and Content publishedin your Ads. In particular, you must provide the minimum mandatory, accurate and complete information,
by filling in the fields provided for this purpose on the Marketplace and ensure that this information is upto-date at all times so that the information communicated to Buyers is always accurate and complete.
You may add one or several photos of the Product in the format required by CDandLP. Please always
ensure that the photos you use do not infringe the rights of third parties, i.e. you have the right to use andpublish the photos. If you do not add any photo of the Product, CDandLP may display an illustration photoon the Ad. We do not guarantee that the illustration photo chosen will perfectly match your Product. In thiscase, we will display the mention "FOR ILLUSTRATION PURPOSES ONLY" on the photo of the Product.

13.2. The referencing and ranking of your Ads
Once published, your Ads are referenced on the Marketplace in the categories determined by CDandLP,
according to the information you provide when creating the Product sheet.
Internet users will be able to search for the Ads referenced using keywords on a search engine or directlyin the predefined categories of the Marketplace. Search results will appear according to the ranking
methods we determine.
Please read more about our Policy for the referencing and classification of Products.
13.3. Management of your Catalogue
You can manage your Catalogue from your Member Account in the «My Catalogue» section.
From this section, you manage the inventory of your Catalogue as well as the terms of activation anddeactivation of your Catalogue.
Read more about how to manage your Catalogue in our Seller's Guide, section 6.
14. Your sales
14.1. Orders placing and payment by the Buyer
Members registered on the Platform as Buyers can place Orders on the Marketplace from published Ads.
Buyers confirms their Order by making their payment on the Marketplace.
Payment will only be cashed when:- the Order is confirmed according to the terms defined in the article 14.2 hereafter;- the payment is confirmed by Buyers’ bank.
14.2. Orders confirmation by the Seller
When a Member orders one or more of your Products, we immediately inform you by sending an email
inviting you to go to your Member Account in order to:- view the summary of the Order;- confirm the availability of the Product(s) ordered;- confirm the Order.
You have a period of 4 days from the Order to confirm the availability of the Products and confirm theOrder.
In the absence of confirmation within this period, we may temporarily deactivate your Catalogue and theOrder will be cancelled.
Any Order that you confirm on the Marketplace is final. Buyers will receive an email confirming their Order.
Should you have made a mistake when confirming the availability of the Product(s), you may correct theerror via your Member Account («Orders awaiting cashing» section).
Any correction after the cashing of the Order will not be possible. We will have to refund the Buyer for thepurchase and our commission will apply on the Order.
Buyers can cancel their Order from their Member Account as long as the order has not been declared as
shipped by the Seller.
Read more about how to manage your Catalogue in our Seller's Guide, section 5.2.

14.3. The shipping and the delivery of your Products
You can only ship your Products upon receipt of our shipment authorization sent by email, or available for
consultation in your Member account under the «Sales management» section. This authorization
corresponds to the effective collection of the total price of the Order.
The related Order will show in the « Orders to ship » section in your Member Account. In the detail of theOrder, you will see the delivery address and the shipping method that the Buyer selected amongst thedifferent methods you propose.
Once the Products shipped, please confirm the shipment in the « Orders to ship » section. The Order willthen show inside the « Orders in transit » section.
The receipt of the Order must be confirmed for the price of the Order to be paid to you.
This confirmation can be carried out manually by the Buyer on the Marketplace or automatically following
our daily consultation of the various carrier tracking tools or at the expiry of a period taking into accountthe delivery method and the country of destination. Once receipt has been confirmed, the Order will bevisible in the "Received" section.
Cancelled/refunded orders are displayed in the «Cancelled/Refunded» section of your Member account.
Read more about Products’ shipping and delivery in our Seller's Guide, section 5.3 to 5.5.
15. Your rating (feedback, review and sales performance)
15.1. Buyers’ Feedback and review
When they confirm the receipt of their Order, Buyers are invited to give feedback to the Seller. They can
add a review on the service supplied.
Feedback and review, as well as Seller’s average rating are displayed on the Ads and can be read by any
person accessing the Marketplace.
If you believe that a rating was unfair, you can report it to us via your Member Account.
We will then review this assessment, within a reasonable time, and may seek comments from the authorof the assessment before taking a decision. We may decide to maintain or delete the disputed evaluation.
In the event of deletion, the Buyer will have 7 days to contest it.
Read more about Sellers’ rating in our Seller's Guide, section 5.6 and 8.4.
In addition, read our Policy on rating, feedback and review to have more information about theprocedures for rating’s filing, publication, control and modification.
15.2. Sales performanceYour sales performance is displayed on your Shop. It particularly shows the number of Products sold, theaverage time for confirming and shipping Orders, your satisfaction average and your fill rate.
Read more about Sellers’ performance in our Seller's Guide, section 8.
16. Payment of your sales
16.1. Payment Terms
We pay you the price of your sales according to the payment terms you select.
You may choose from your Member Account, in the « Preferences as a seller » section:- your sales payment threshold ;- your sales payment frequency.

The price paid to you corresponds to the price, VAT included, of each sale you handle on the Marketplace,minus our commission.
The payment of an Order’s price is only possible if the Order was confirmed as received by the Buyer via
the Marketplace or by the Marketplace automated system according to the terms defined in article 14.3
hereof.
The payment is processed to the bank account data supplied in your Member Account. You areresponsible for the information you provide to us in this regard. In the event of an error on your part onyour bank details, our responsibility cannot be engaged and the costs related to the new payment will be
deducted from you.
Furthermore, in the event that the information provided, in particular with regard to complaints from
Buyers, leads to the conclusion that the sales made by the Seller are likely to cause an abnormal numberof complaints, we reserve the right to delay the payment of due sums until the outcome of any inquiry
and/or investigation or until the resolution of complaints.
Read more about Sellers’ payment terms in our Seller's Guide, section 7.
16.2. CDandLP’s VAT payment on your sales
In accordance with article 14 bis of European Directive 2017/2455 of December 5, 2017 on VAT
applicable to the provision of services and distance sales of goods, transposed into French law in article
256 V 2° of the General Code taxes, we may be liable for VAT on your behalf for certain sales and undercertain conditions.
Only sales under 150 euros, including postage, are concerned.
Thus, we collect and transfer to the public treasury the VAT on:- sales originating from countries outside the European Union towards buyers located in the European
Union,- sales originating from countries outside the United Kingdom towards buyers located in the United
Kingdom.
17. Claims, returns and refunds
Buyers can make complaints to report a problem with an Order, by contacting you directly via theMarketplace or by contacting our customer service.
When they use our customer service, we collect complaints and forward them to you.
In any case, you are solely responsible for managing complaints and resolving disputes related to an
Order placed by a Buyer for one of your Products.
You undertake:- to respond to complaints within 3 working days;- to accept returns, exchanges and refunds in accordance with all applicable regulations (right ofwithdrawal, legal warranties), the CDandLP T&Cs and any other commitment you may have made to the
Buyer (contractual warranty for example).
We reserve the right to intervene in a dispute between you and a Buyer in the following cases:- there is a manifest violation of your obligations or of a Buyer’s right, in particular with regard to any
applicable regulations or CDandLP T&Cs;

- you have not given any response to the Buyer's complaint within 7 working days following the complaint
filing.
- buyers contact us three days after the opening of their complaint.
CDandLP's intervention is limited to recommending a solution acceptable to the Seller and the Buyer inorder to resolve their dispute amicably. Consequently, the Buyer and the Seller remain free to follow its
recommendations.
If the price of the disputed Order has already been transferred to your bank account, we will apply therefund to the sums we owe you for the next payment of your sales.
We deduct our commission including on refunded Orders, even in the event that the sale is refunded dueto the loss or breakage of the Product by the carrier.
Only the cancellation of the order by the buyer, before its shipment, gives right to the cancellation of thecommission due by the Seller.

YOUR OBLIGATIONS
18. Your obligations regarding the sale of Products
18.1. General Obligations
We attach great importance to the smooth running of operations carried out on our Marketplace and toensuring that its use constitutes a satisfactory experience for all our Members.
Aware of these determining requirements, you undertake to publish your Ads, to process your Orders, todeliver your Products, to deal with questions and complaints from Buyers, and, more generally, to respect
all commitments contained herein or emanating from of CDandLP T&Cs, as a diligent, reasonable andinformed professional would do.
As such, you undertake :- to process Buyers’ Orders as soon as possible after they are placed;- to use appropriate and respectful communication in your exchanges with Buyers and to demonstrate
good faith in your relationship with them (particularly in the context of complaints);- to fulfill any obligation placed on you by the CDandLP T&Cs and by any regulations applicable to you,such as, but not limited to:=> general obligation of pre-contractual information;=> information obligations related to distance selling (identity, address, email, telephone, essential
characteristics of the Products, sale price and applicable taxes, terms of payment and delivery, delivery
time, etc.);=> application of legal guarantees (conformity guarantee, guarantee against hidden defects, etc.)=> application of the right of withdrawal if you are a Professional Seller ;=> compliance with the rules relating to unfair commercial practices .
- to offer for sale, sell, deliver your Products in compliance with these GCM, and any instructions
communicated by CDandLP on the Marketplace or brought to your attention by any other means;- to offer for sale, sell, deliver your Products at a level of professional quality in accordance with allcommercial uses;- to comply with the shipping and packaging conditions of the Marketplace Products. (Please read more
about packing terms in our Seller's Guide, section 7).
- to ensure the delivery of the Products ordered in accordance with the descriptions, conditions andmethods indicated in your Ads and with any other condition possibly agreed with the Buyer at the time of
the Order

- to only provide complete, exact and sincere information on the Marketplace, in particular on your identity,
your details and as for the characteristics of your Products, and to update them if necessary- not to cancel Orders placed on the Marketplace, except in cases of force majeure or other cases
expressly provided for in these GCM or in the CDandLP T&Cs
18.2. Application of the CDandLP T&Cs
In any case, you must apply the CDandLP T&Cs in the context of the sales you make on the Marketplace.
The T&Cs are published on the Marketplace and available under the following link: Terms of Sales.
Please read them with the greatest attention.
The T&Cs will be brought to the attention of the Buyers who must accept them before any Orderconfirmation.
18.3. Availability of the Products
You agree that the Products that you put up for sale on the Marketplace are available for sale.
In this respect, you must ensure that the Products present in your Catalogue are in your stocks anddeactivate or delete from your Catalogue any unavailable Product.
To update your stocks, go to your Member Account, in the «My catalogue» section.
In case of unavailability of a Product ordered by a Buyer, please state the Product «Sold out», from youraccount, in the related order. This will impact your seller fill rate.
18.4. Sales terms equivalent to those implemented outside the Marketplace
You agree to implement terms of sale equivalent to those that you implement in the context of sales madeoutside the Marketplace (in particular on your e-commerce site, in your physical store, or on anotherplatform)
In this regard, you undertake in particular:- to provide Buyers with customer service that is at least as responsive and available as the one you offer
to your customers outside the Marketplace,- to provide Buyers with information about your Products that has the same level of quality andcompleteness as the information used when you sell your Products through any channel other than theMarketplace,- not to offer your Products on the Marketplace at prices higher than those charged when you sell thesame Products online via any channel other than the Marketplace (this prohibition does not apply to
Products that you sell in a physical store).
18.5. Sales outside the Marketplace
For the duration of the GCM, you are prohibited from offering for sale or selling a Product to a Buyer
outside the Marketplace if the first contact with this Buyer took place on the Marketplace or throughCDandLP.
18.6. Law applicable to sales and consumer protection rules
You agree, regardless of the country in which you are located, to apply French law and European Union
regulations in your relationship with Buyers, and in particular, when the latter are consumers within themeaning of the regulations, to comply with all mandatory protective rules applicable to them in thiscapacity in accordance with French and European Union regulations.
However, it is possible that the law of the Buyer's country contains more favorable provisions than Frenchlaw or European Union regulations. In this case, you will have to apply the more favorable provisions of

the law of the country of the related Buyer.
In any case and before any use of the Marketplace as a Seller, you undertake to verify that the making ofsales on the Marketplace or of any associated services, taking into account the law applicable to them,does not entail on your part no violation, in any capacity whatsoever, of the regulations of the country inwhich you are located.
Under no circumstances can CDandLP be held responsible, in any capacity whatsoever, for sanctions ofany kind that may be pronounced against you, or for any other prejudicial consequence, due to any
violation of the regulations of your country which result from your use of the Marketplace
18.7. Authorized and prohibited Products
You can only put for sale on the Marketplace Products as defined in section 1 of these GCM (« Definitions»).
These Products must also:- be your property,- be lawful,- be marketable by distance selling,- comply with the standards and regulations applicable to the types of goods to which the Products belong.
However, your Products must not:- breach a selective or exclusive distribution network,- infringe the intellectual property rights (copyright and related rights, trademark law, design and model
law, patent law) of third parties,- undermine public order, morality or harm or risk harming the image of CDandLP and its Marketplace.
We do not verify the conformity of your Products. However, when we notice that a Product is not compliant
or when a Product is reported to us as non-compliant, we may withdraw the corresponding Ad.
18.8. Professional Seller Status
You agree to verify your status as a Seller, professional or not, and to act in all circumstances inaccordance with this status.
If you post Ads and make sales by presenting yourself as a private or non-professional Seller when you
are in fact acting as a professional, we may limit or suspend your access to the Marketplace or terminate
these in accordance with the provisions of the article 23. of the GCM.
In this regard, we remind you that:- pursuant to Articles L. 121-1 and L. 110-1 of the Commercial Code, "Traders are those who carry out
commercial acts and make it their usual profession" and "The law deems commercial acts: any purchaseof movable property for resale, either in kind, or after having worked on and implemented it [...]";- the act of impersonating an individual or a non-professional to optimize its sales is likely to be qualified
as a misleading commercial practice and exposes, by application of article L.132-2 of the Consumer
Code, to penalties of up to two years in prison and a fine of 300,000 euros.
19. Your obligations regarding the use of the Marketplace
As a Member, you accepted our Terms of Use when you registered on the Marketplace .
Also, you agree to comply with all the provisions of our T&Cs, and in particular to refrain from any
prohibited behavior. (Please read our Terms of Use, section 4, for the reminders of prohibited behaviors
on our Marketplace).
In addition, you must not:- violate any other rules of use of the Marketplace that we communicate to you, in particular by way of
posting, publication or notification on the Marketplace;- circumvent the functioning of the Marketplace, in any way whatsoever, in order to reduce the sums owed
to us;- sell, assign, make available free of charge, rent, lend your Member Account so that third parties sell
Products without contracting with us,- mention or refer to your own website or insert any presentation or advertisement for the benefit of third
parties on the Marketplace, in particular in your Ads.
20. Your social and tax obligations
You agree to comply with all social and tax regulations applicable to you in respect of your activity on theMarketplace and to comply with any obligation arising therefrom.
In particular, you undertake to declare and pay to the tax authorities you depend on the VAT that you
collect on all transactions carried out on the Marketplace when this is applicable.
As a result of the foregoing, you guarantee CDandLP against any action, amicable or legal, emanatingfrom any social organization, tax administration, or equivalent resulting from breaches of your social
and/or tax obligations. You undertake, where applicable, to fully indemnify CDandLP for any sum,indemnity or penalty that it may have to pay in this context and to reimburse it for any costs incurred indefending its interests.
This warranty applies in particular in the event that CDandLP is jointly and severally liable under the Law
for the payment of any tax due by the Seller.
In accordance with the tax regulations applicable to collaborative economy platforms, we will send you anannual summary of the transactions carried out through the Marketplace before January 31 of each year.
An annual summary will also be sent to the tax authorities under the same conditions.
21. Your responsibility
21.1. Within the framework of the contractual relationship with the Buyers
The sale of one of your Products on the Marketplace entails the conclusion of a sales contract between
you and the Buyer. CDandLP is a third party to the sales contract that you conclude with the Buyer and is
not contractually responsible vis-à-vis the Buyer.
You are therefore fully and exclusively responsible for the proper execution of the sales made with the
Buyers on the Marketplace, for the processing of their Order until the compliant delivery of the Products aswell as within the framework of the after-sales service. In particular, you are solely responsible in the eventof damage, of any kind, resulting from the violation of any of your obligations stipulated in section 18. ofthese GCM.
21.2 Within the framework of the use of the Marketplace
You are also fully and exclusively responsible for the use you make of the Marketplace, and in particular
for any damages resulting from the violation of any of your obligations stipulated in section 18 of theseGCM.
21.3 Regarding the Content that you publish and the Products that you offer for sale
You are fully and exclusively responsible:-for all the Content that you put online (especially and without this list being exhaustive: for photos,
visuals, descriptions, Product prices, promotions, information relating to the delivery of the Products,
guarantees, etc.), and any defect, error or omission with respect to the Content that you publish on theMarketplace.
-for all the Products that you put up for sale on the Marketplace, and in particular of their conformity withregard to Article 18.7. of these GCM.
As such, you guarantee:- that you are the holder of the intellectual and/or industrial property rights allowing you to publish theContent on the Marketplace, at least for the duration of the GCM, and that this publication is not likely to
infringe the rights of third parties or constitute, in whole or in part, an infringement or an act of unfair
competition.
- that you have obtained all the necessary authorizations in terms of image rights to freely exploit theContent reproducing the attributes of the personality of a natural person, at least for the duration of the
GCM and for the purposes of promoting and presenting your Products on the Marketplace.
- that you are the owner or holder of the rights necessary for the sale of the Products via the Marketplace
and that these Products do not infringe any third-party rights, in particular that their sale on theMarketplace does not affect a selective or exclusive distribution network, nor is it likely to constitute, inwhole or in part, an infringement or an act of unfair competition.
If all or part of the Products or the Content published is the subject of a dispute, claim or action by a third
party for infringement or violation of any other right of a third party, you agree to inform CDandLP in writing
and without delay.
We reserve the right to withdraw the Product and the corresponding Ad or the related Content uponreceipt of a report informing us of the illicit nature of the said Product or Content.
22. Your warranty commitment
For all the cases referred to in article 21 above:- you will take care of your business, without the intervention of CDandLP, of any disputes arising with a
Buyer, another Member or a third party;- you guarantee CDandLP against any action, amicable or legal, emanating from a Buyer, any otherMember, or third parties.
If, however, CDandLP were to be ordered to pay damages, you agree to indemnify CDandLP in full for
any costs it may incur for the defense of its interests and for the compensation of any Buyer, Member or
third party pursuant to an amicable agreement, a transaction, or a court decision.

FINAL STIPULATIONS
23. End of contract
23.1. Termination at the initiative of the Seller
You can terminate the GCM at any time by registered letter with acknowledgment of receipt sent to theaddress indicated in our Legal notices.
23.2. Suspension, restriction, termination at the initiative of the Seller
In the event of a breach of your obligations, we may suspend, restrict or even terminate your access to ourServices. These sanctions are taken in a graduated manner, in the event of serious or repeated violationof these GCM.

We may be forced to suspend or restrict your access to the Services, in particular in the event of yourviolation of any of the obligations provided for in Section 18. and 19. of these GCM (for example: sale ofprohibited Products, publication of illegal Content or in violation of the rights of third parties, noncompliance with the regulations applicable to the sale of Products, unjustified refusal to reimburse a
Buyer, refusal to apply the legal guarantees or the right of withdrawal, provision of false information, etc.)
We may be forced to terminate the GCM in particular for the following reasons:- non-compliance with the prerequisites required to be a Seller on the Marketplace,- commission of a behavior prohibited by the article 19. herein or by our T&Cs,- serious or repeated non-compliance with an obligation of the GCM constituting a valid reason forsuspension/restriction.
The reasons for these sanctions are notified to you by email in order to allow you to submit yourobservations.
Termination only takes place thirty (30) days after the date of notification, except in the event of repeatedinfringements as permitted by European regulation 2019/1150 «Platform 2 Business».
23.3. Effects of termination
In the event of termination of our contractual relationship, for any reason whatsoever, you are required to
pay all sums due on the effective date of termination (this concerns all fees and commissions due to
CDandLP as well as all sums due to Buyers).
In addition, termination entails:- the immediate deletion of your Products and Ads from the Marketplace;- the loss of access to Seller Features.
In all cases, you must complete the execution of any Order made by a Buyer before the closing date andensure the proper management of all complaints until their resolution. Your Member Account will not be
closed until these operations have been completed.
You have the possibility, within 30 calendar days of the termination of the GCM, to ask us to return your
Data in a standard, structured, commonly used and machine-readable format (such as .xlsx, .csv, .xml). In
this case, we will have ninety (90) calendar days to make them available to you, in the form of a download.
You will then have thirty (30) calendar days to download your Data, check their integrity and possibly issue
reservations. Beyond this period, and without reservation on your part, you authorize us to destroy all
copies of your Data from our information system, without being able to blame us for this later. Throughout
the duration of the reversibility phase, you will benefit from a simple right of access to the Marketplace,
limited to a right to read the Data.
24. Our responsibility
BY MUTUAL AGREEMENT, THE PARTIES AGREE THAT CDANDLP IS SUBJECT TO AN OBLIGATIONOF MEANSCDANDLP'S LIABILITY WILL ONLY BE ENGAGED FOR DIRECT DAMAGES WHICH MAY RESULT (I)
FROM THE PROVISION OF SERVICES (II) OR FROM THE SELLER'S USE OF THE MARKETPLACE,AND ON CONDITION THAT THE SELLER ESTABLISHES A DIRECT CAUSAL LINK BETWEEN THE
ALLEGED DAMAGE AND PROOF OF A BREACH OF CDANDLP'S CONTRACTUAL OBLIGATIONS.
IN ADDITION, THE LIABILITY OF CDANDLP CANNOT BE SEARCHED IN CASE OF FAULT,NEGLIGENCE, OMISSION OR FAILURE ON THE PART OF THE SELLER, IN PARTICULAR ADVICE
AND INSTRUCTIONS GIVEN, TRANSMISSION OF ERRONEOUS INFORMATION, WHEN SUCH
FAULT, NEGLIGENCE, OMISSION OR FAILURE IS THE SOLE OR PREPONDERANT CAUSE OF THE

DAMAGE SUFFERED BY THE SELLER.
CDANDLP CANNOT BE HELD RESPONSIBLE FOR INDIRECT DAMAGES, AND IN PARTICULARDAMAGES RELATED TO THE INTERRUPTION OR UNAVAILABILITY OF SERVICES WHICH WOULD
CONSTITUTE AN INCREASE IN GENERAL COSTS, LOSS OF PROFIT, FINANCIAL, IMAGE OREXPLOITATION, LOSS OF DATA, FILES, DISRUPTION OF THE SELLER'S BUSINESS, OR
CONSTITUTED BY ACTIONS DIRECTED BY THIRD PARTIES AGAINST THE SELLER.
IN THE EVENT WHERE CDANDLP'S LIABILITY WOULD BE DETERMINED IN ANY REASONWHATSOEVER, THE TOTAL AMOUNT OF INDEMNITIES THAT CDANDLP MAY BE REQUIRED TO
PAY TO THE SELLER UNDER THE CONTRACT CANNOT EXCEED, ALL SUMS AND ALL DAMAGESCOMBINED, THE AMOUNT EXCLUDING COMMISSION TAXES WITHHOLDED BY CDANDLP DURING
THE LAST TWELVE (12) MONTHS OF THE CONTRACTUAL RELATIONSHIP WITH THE SELLER,
REGARDLESS OF THE NATURE AND LEGAL BASIS OF THE CLAIM AND THE PROCEDURE USEDTO SUCCEED.
NO COMPLAINT AND/OR ACTION BY THE SELLER, FOR ANY CAUSE WHATSOEVER, MAY BE
MADE AND/OR BROUGHT AGAINST CDANDLP AFTER A PERIOD OF TWELVE (12) MONTHS AFTERTHE OCCURRENCE OF THE FACT ON WHICH IT IS BASED.
25. Force majeure
In the event of the occurrence of an event beyond the control of the Parties, making the execution of the
GCM dangerous or largely unbalanced, these will be suspended or even terminated at the initiative of oneof the Parties, ex-pressed by registered letter with acknowledgment of receipt to the other Party, if no
outcome is possible within a reasonable time and at most within two (2) months from this letter. This willbe the case in the event of fire, strike, lockout, flood, natural disaster, war, riot, requisition, government
decision, administrative injunction, blockage or total or partial interruption of telecommunications ser-vices
or electrical networks, or more generally any other event of force majeure as retained by case law. Noneof the Parties may be held liable for any failure whatsoever resulting from the occurrence of such an eventand may not give rise to the payment of damages or late payment penalties.
26. Insurances
Each of the Parties declares that it is insured with a reputably solvent insurance company for all thepecuniary consequences of its civil liability, professional exploitation, fire, tort due to bodily injury, material
and immaterial damage caused to the other Party within the framework of the execution of the GCM. As
such, each of the Parties undertakes to pay all the premiums so that the beneficiary can assert his rights.
The insurance must be able to be put into play until the complete extinction of the GCM.
27. Agreement on evidence
The Parties acknowledge a probative value to the computerized data exchanged between them by any
electronic means and in particular through the Marketplace. You expressly acknowledge: (1) thecontractual value and validity of any acceptance made from the Marketplace and the opposability of any
action carried out once connected using your username (3) that the connection logs of our Marketplace
are authentic between you and us. The computerized registers, kept in our computer systems underreasonable security conditions, are considered as proof of the communications between the Parties.
28. Waiver
The fact that one or other of the Parties does not claim the application of any clause of the GCM or
acquiesces in its non-performance, whether permanently or temporarily, cannot be interpreted as a waiverby this Party to the rights resulting for it from the said clause.

29. Non-transfer
You commit not to assign or transfer, in any way whatsoever, all or part of your rights and obligations
resulting from these presents without having previously obtained our express written consent.
30. Applicable law and settlement of disputes
The GCM are governed by French law even though one of the Parties is of foreign nationality, registeredas a company in a different state and/or the contract is executed in whole or in part abroad.
ALL DISPUTES OR CLAIMS ARISING FROM THE VALIDITY, INTERPRETATION AND/OR EXECUTION
OF THE GCM, WHICH THE PARTIES CANNOT RESOLVE AMICABLY, WILL BE SUBJECT TO THE
EXCLUSIVE JURISDICTION OF THE COURTS WITHIN THE JURISDICTION OF THE COURT OF
APPEAL OF LYON (France), EVEN IN THE EVENT OF MULTIPLE DEFENDANTS, ACTION IN
REFERENCE OR APPEAL IN WARRANTY.
31. Annexes
The following document is appended to the GCM and forms an integral part thereof:

ANNEX – SUBCONTRACTING AGREEMENT (GDPR)
1. PURPOSE OF THE SUBCONTRACTING AGREEMENT
These clauses apply only to the processing of personal data carried out by the Seller when using theServices of the Marketplace.
As stated in the GCM:
- The Seller is responsible for the processing of personal data carried out by means of the Marketplace ;- and CDandLP is the seller’s subcontractor within the meaning of the GDPR.
In accordance with Article 28 of the GDPR, a contractual subcontracting agreement must be agreed
between the data controller, namely the Seller, and the subcontractor, namely CDandLP.
2. DESCRIPTION OF THE PROCESSING SUB-CONTRACTED
CDandLP is authorized to process, on behalf of the Seller, the personal data that the Seller uses in thecontext of the sales carried out on the Marketplace.
Services
supplied byCDandLP:

Marketplace Intermediation service

Category of
profiles:Buyers who start a contractual relationship with Sellers via the Marketplace.

Purpose oftheprocessing
carried out by
the Seller:

The Seller is required to process the personal data of Buyers for the following purposes:- Management of the commercial relationship with the Buyers: o Conclusion of sales
contracts;o Processing and follow-up of orders;o After sales service;o Claims management.
- Compliance with accounting, tax and legal obligations applicable to the commercial
relationship with Buyers (Conservation of proof). Only the purposes indicated above can beprocessed through the Marketplace, in accordance with the functionalities for which it isdesigned. The management of online payment is a processing implemented and operated byCDandLP, as data controller.
Personal
data
processed
concerning
Buyers:Identity of the Buyer:
Legal persons: company name, SIREN number, registered office, internal customer code.
Natural persons: surname, first name, title, address (place of invoicing, place of delivery)
contact details (email, telephone, fax), internal customer code.
Order: content of the Order (quantity, type of Products, detailed and total price), specificinstructions given by the Buyer, type of delivery subscribed, delivery address, invoicing,
return of products, etc.
Transaction: payment status (processed, rejected, in progress, payment incident),
transaction amount, date and time of payment.
Correspondence: actions, requests and messages exchanged between the Seller and theBuyer through the Marketplace and concerning the follow-up of an Order, after-sales service,
management of returns, management of complaints, etc.

Nature of theoperations
carried out byCDandLP on
personaldata:

Any operation made necessary to provide the services covered by the GCM, and inparticular:- data hosting and other technical operations necessary to provide, maintain and update theServices provided to the Seller;- communication of the data necessary to the service providers to provide the Services (PSPsubcontractor, transport subcontractor).
At the end of their contractual relationship, the operations carried out on the data will consist
for CDandLP in returning, erasing or destroying the data according to the choice expressedby the Seller.

3. DURATION OF THE SUBCONTRACTING AGREEMENT
This Subcontracting Agreement comes into force at the same time as the conclusion of the GCM to which
it is annexed and for the same duration stipulated between the Parties.
It may be amended according to the same modification procedures stipulated for the GCM.
CDandLP considers that beyond a reasonable period of 3 (three) years without connection, the Seller's
account will be permanently deleted along with all related data. The residual sums relating to this accountwill also be settled. Two prior notifications will be sent the month prior to the deletion. No action can betaken by the Seller after the deletion of this account.
4. GENERAL OBLIGATIONS OF CDANDLP AS SUBCONTRACTOR
CDandLP is committed to:- process the data only for the sole purpose which is the subject of the subcontracting as described in thisappendix ;- process the data in accordance with any documented instructions that the Seller may subsequently
provide .

If CDandLP considers that an instruction constitutes a violation of the GDPR or any other provision ofUnion law or the law of the Member States relating to data protection, it shall immediately inform theSeller. In addition, if CDandLP is required to transfer data to a third country or to an internationalorganization, under Union law or the law of the Member State to which it is subject, it must inform theSeller of this legal obligation before processing, unless the law concerned prohibits such information forimportant reasons of public interest.
- guarantee the confidentiality of personal data processed under this subcontracting agreement;- ensure that persons authorized to process personal data under this processor agreement :o undertake to respect confidentiality or are subject to an appropriate legal obligation of confidentiality ;o receive the necessary training in the protection of personal data.
- take into account, with regard to its tools, products, applications or services, the principles of dataprotection by design and data protection by default.

5. GENERAL AUTHORIZATION TO USE SUBCONTRACTING
CDandLP may use another processor (hereinafter, «the sub-processor») to carry out specific processing
activities. In this case, it informs the Seller beforehand and in writing of any change envisaged concerning
the addition or replacement of other subsequent subcontractors.
This information must clearly indicate the outsourced processing activities, the identity and contact detailsof the sub-processor and the dates of the outsourcing agreement.
The Seller has a period of fifteen (15) days from the date of receipt of this information to present its
objections.
If the Seller objects and the change of sub-processor is essential for CDandLP to continue to provide its
Services, the Seller shall be free to terminate the General Conditions of Membership according to theterms stipulated therein in the event of contractual modification. The current sub-processors used by thesubcontractor are as follows:
Sub-processor

AOutsourced processing activity

01Si

Server hosting

La Poste

For the management of orders delivery

Mondial Relay

For the management of orders delivery

Asendia

For the management of orders delivery

PaypalFor the payment of sellers

Crédit MutuelFor the payment of sellers

If CDandLP wishes to proceed with a transfer of data to a third country or to an international organization,

by virtue of the aforementioned regulations, it must first ensure that the subsequent subcontractor takes
adequate guarantees to supervise the transfer of data in accordance with GDPR requirements, such as(i) the existence of an adequacy decision of the European Commission,(ii) standard data protection clauses adopted by the European Commission,(iii) GDPR approved codes of conduct ,(iv) certification mechanisms approved in accordance with the GDPR ,(v) contractual clauses validated by the CNIL .
The sub-processor is required to comply with the obligations of this contract on behalf of and according to
the instructions of CDandLP. It is CDandLP's responsibility to ensure that the sub-processor presents thesame sufficient guarantees as to the implementation of appropriate technical and organizational measures
so that the processing meets the requirements of the GDPR. If the sub-processor fails to fulfill its dataprotection obligations, CDandLP remains fully liable to the Seller for the performance by the subprocessor of its obligations.

6. OBLIGATION TO INFORM BUYERS OF PROCESSING
It is up to Sellers to inform Buyers of the existence of the processing of personal data concerning them.
This information is automatically included in the CDandLP T&Cs with regard to the processing defined in
section 2 of this agreement.
If Sellers carry out other processing operations using the personal data of Buyers, they undertake toinform Buyers by their own means. This subcontracting agreement will in no case apply to these otherprocessing operations.
All information notices must be concise, transparent, complete and understandable in accordance with therequirements of the GDPR
In particular, they must contain the following information:- Identity and contact details of the organization (responsible for data processing);- Purposes (what will the collected data be used for);- Legal basis for the processing of data (i.e. what gives the right to an organization to process the data):
this may be the consent of the persons concerned, compliance with an obligation provided for by a text ,execution of a contract, etc.);- Compulsory or optional nature of the collection of data (which presupposes an upstream reflection on theusefulness of collecting this data in view of the objective pursued - principle of "minimization" of data) andconsequences for the person in the event of non-data provision ;- Recipients or categories of recipients of the data (who needs to access or receive them in view of thedefined purposes, including subcontractors);- Data retention period (or criteria for determining it);
- Rights of the persons concerned (the rights of access, rectification, erasure and limitation are applicablefor all processing);- Contact details of the organization's data protection officer, if appointed, or of a point of contact on
personal data protection issues ;- Right to lodge a complaint with the CNIL.
For more information, please consult the CNIL website:CNIL
7. EXERCISE OF THEIR GDPR RIGHTS BY BUYERS
As far as possible, CDandLP must help Sellers to fulfill their obligation to respond to requests for the
exercise of Buyers' rights: right of access, rectification, erasure and opposition, right to limitation ofprocessing, right to data portability, right not to be subject to automated individual decision-making(including profiling).
When the persons concerned make requests to CDandLP to exercise their rights, CDandLP must send
these requests upon receipt by e-mail to by sending an e-mail to the Seller at the e-mail address provided
by the latter.
8. DATA BREACH NOTIFICATION
CDandLP notifies the Seller of any personal data breach within a maximum period of 48 hours after
becoming aware of it and will do so by sending an email to the Seller at the email address provided by thelatter. This notification is accompanied by any useful documentation to enable the Seller, if necessary, tonotify this violation to the competent supervisory authority.
9. ASSISTANCE
CDandLP assists the Seller in carrying out impact analyzes relating to data protection. This assistance will
be limited to providing technical information on the security measures implemented and does not release
the Seller from carrying out the impact analysis for which it is responsible.
CDandLP also assists the Seller in carrying out the prior consultation of the supervisory authority.
These assistance services will be compensated by the Seller for reasonable additional invoicing, taking
into account the need to mobilize technical and human resources for the performance of these services.
10. SECURITY MEASURES
CDandLP undertakes to implement appropriate physical, logical and organizational security measures,
including the following- limiting access to Marketplace administration tools and interfaces to authorized persons only;- setting up a secure HTTPS connection ;- setting up an authentication system and a specific password policy for system administrators ;- performing frequent data backups- tracing access to the CDandLP information system.
Sellers acknowledge that the technical and organizational measures listed above meet their expectations
in order to adequately guarantee the security and confidentiality of the processing it wishes to implement.
Sellers nevertheless remain required to put in place within their organization a security policy of their own
in order in particular to:- make their own users aware of the confidentiality and protection of personal data ;- indicate to their users the personal data that they can enter or import on the Marketplace and those thatthey must not enter or import, with regard to the processing of personal data that the Seller will make bymeans of the Marketplace ;- manage the users authorized to access the Marketplace by means of their Identifiers ;- maintain the confidentiality of the Identifiers allowing access to the Marketplace and renew them

preventively on a regular basis ;- secure workstations and mobile computing ;- back up your data locally on a regular basis.
11. DATA DISPOSALAt the end of the provision of services relating to the processing of this data, CDandLP undertakes tomake available to the Seller all the personal data concerning the Buyers according to the reversibility
methods defined in the General Conditions of Membership.
CDandLP may keep a copy of some of these personal data of Buyers when they are also used byCDandLP for processing implemented by it as data controller (CDandLP Privacy Policy).
12. DATA PROTECTION OFFICER (DPO)
Each Party communicates to the other the identity and contact details of its data protection officer if it
appoints one, in accordance with Article 37 of the GDPR.
13. REGISTER OF CATEGORIES OF PROCESSING ACTIVITIES
CDandLP declares to keep a written record of all categories of processing activities carried out on behalfof the Seller, including:- the name and contact details of the Seller, those of any subcontractors and, where applicable, of thedata protection officer;- the categories of processing carried out on behalf of the Seller ;- where applicable, transfers of personal data to a third country or to an international organization,
including the identification of this third country or this international organization and the documents
attesting to the existence of appropriate safeguards ;- as far as possible, a general description of the technical and organizational security measures
implemented.
14. DOCUMENTATION
CDandLP makes available to the Seller the documentation necessary to demonstrate compliance with all
its obligations and to allow audits to be carried out, including inspections, by the controller or anotherauditor appointed by it, and to contribute to these audits
Any request for audit and/or inspection must be requested by the Seller by registered letter withacknowledgment of receipt at least 15 days before the date envisaged for its completion as well as on theidentity of the auditors considered. CDandLP will confirm to the Seller within 7 days the possibility of thisdate and make any objective reservations (non-competition) on the auditors envisaged. Any audit and/or
inspection can only be carried out after a confidentiality agreement has been signed between CDandLP
and all the auditors.