End User Service Agreement (EUSA)

**EXOSCALE END USER SERVICE AGREEMENT (EUSA) **

Applicable between Akenes SA (trading as Exoscale) and Client for Exoscale Services purchased from an Authorized Partner, hereinafter referred to individually as a “Party” and collectively, as the “Parties”.

This EUSA is entered into by and between Akenes SA (“Exoscale”) and the Client, defined as either the represented entity or, in the absence of such designation, the individual purchasing or renewing a Subscription from an Authorized Partner. It comprises the terms and conditions set forth below, use rights, Service Level Agreement (SLA), and all documents referenced therein (collectively, the “Agreement”). The Agreement becomes effective on the date the Authorized Partner provides the Subscription.

Applicable starting August 15th, 2026 Previous version Compare

1. Definitions

“Affiliate” means an entity that, now or in the future, directly or indirectly Controls, is Controlled by, or is under common Control with a Party. For purposes of the foregoing, “Control” shall mean the ownership of more than fifty percent (50%) of the (i) voting rights of said entity or (ii) ownership interest in said entity.

“Application Programming Interface (API)” means the Exoscale Service programmable interfaces listed at https://community.exoscale.com/reference/api.

“Authorized Partner” means an entity which is entitled to resell or distribute the Services of Exoscale to Clients.

“Client” means the entity (company, partnership, organization or sole trader acting in the course of business) so named on the Order.

“Client Data” means any data (including but not limited to any software application) stored by Client on the cloud infrastructure provided by Exoscale, including all text, pictures, sound, video, and log files and all documentation (printed or electronic).

“Client Technology” means Client’s proprietary technology, including without limitation, algorithms, software (in source and object codes), user interface designs, architecture, know-how, and any related Intellectual Property Rights throughout the world (whether owned by Client or licensed to Client from a third party).

“Data Act” means Regulation (EU) 2023/2854 (‘DA’).

“Data Egress Charges” as defined in Article 2 (35) Data Act. For easy reference: data transfer fees charged to Clients for extracting their data through the network from the ICT infrastructure of the supplier of Data Processing Services to the system of a different supplier or to On-premises ICT infrastructure.

“Data Processing Service” as defined in Article 2 (8) Data Act. For easy reference: a digital service that is provided to a Client and that enables ubiquitous and on-demand network access to a shared pool of configurable, scalable and elastic computing resources of a centralized, distributed or highly distributed nature that can be rapidly provisioned and released with minimal management effort or service supplier interaction.

For purposes of this EUSA, the said Data Processing Services refer to those provided or to be provided by Exoscale to Client as agreed under the EUSA, not being Other Services.

“Destination Supplier” as mentioned in Article 2 (34) Data Act, means the Destination Supplier of Data Processing Services, whereby the Client changes from using the Data Processing Services from Exoscale to using another Data Processing Service of the same service type, or Other Services, offered by such different supplier of Data Processing Services, or to an On-premises ICT infrastructure, including through extracting, transforming and uploading the data.

“Digital Assets” defined in Article 2 (32) Data Act. For easy reference: elements in digital form, including applications, for which the Client has the right of use, independently from the contractual relationship with the Data Processing Service it intends to switch from.

“EUSA” means this Exoscale End User Service Agreement.

“Exoscale” means Akenes SA, Boulevard de Grancy 19A, 1006 Lausanne, Switzerland.

“Exoscale Data” means any data, including but not limited to any software applications, class libraries, texts, pictures, sounds, videos, and log files, and documentation (printed or electronic).

“Exoscale Network” means the telecommunication network, including but not limited to fiber-optical and wired/wireless transmission equipment, which is owned and/or leased and operated and maintained by Exoscale or its Affiliates.

“Exoscale Technology” means Exoscale’s proprietary technology, including without limitation, the Services, software tools, hardware designs, algorithms, software (in source and object codes), user interface designs, architecture, network designs, know-how, business methods, and any related Intellectual Property Rights throughout the world (whether owned by Exoscale or licensed to Exoscale from a third party).

“Exoscale Service (s)” or “Service (s)” means the Infrastructure-as-a-Service (IaaS), Software-as-a-Service (SaaS), or Platform-as-a-Service (PaaS) cloud computing services provided by Exoscale to Client, namely an on-demand network access to a shared pool of configurable computing resources (such as virtualization, servers, storage, networking, and datacenter facilities), as further described in the Order.

“Exportable Data” as defined in Article 2 (38) Data Act. For easy reference: the input and output data, including Metadata, directly or indirectly generated, or cogenerated, by the Client’s use of the Data Processing Service, excluding any assets or data protected by Intellectual Property Rights, or constituting a trade secret, of Exoscale or third parties.

“Force Majeure Event” is any event beyond a Party’s reasonable control, including, without limitation, acts of war, earthquake, hurricanes, flood, fire, or other similar casualty, embargo, riot, terrorism, sabotage, strikes, governmental act, insurrections, epidemics, inability to procure materials or transportation facilities, failure of power, restrictive laws or regulations, court orders, condemnation, failure of the Internet, or other event of a similar nature.

“Governmental Authority” means any federal, national, cantonal, or city, court, governmental, or administrative authority or regulatory body, whether foreign or domestic.

“Intellectual Property Rights” means and includes any intellectual property of whatever nature and kind including, without limitation, patents, designs, trademarks and service marks, copyrights, domain names, trade names (whether such rights are applied for, registered or not), database rights, design rights, inventions, drawings, computer programs, data, formulae, algorithms, software, know-how, confidential information, goodwill, and applications and the right to apply for protection of any of the above rights.

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

“Metadata” as defined in Article 2 (2) Data Act. For easy reference: a structured description of the contents or the use of data facilitating the discovery or use of that data.

“Non-Exoscale Applications” means online applications and offline software products that are provided by entities or individuals other than Exoscale and are clearly identified as such, and that interoperate with the Services.

“Notice Period” shall mean the period of time, during which the Client must give prior written notice of its intention to switch to another provider, before termination takes effect.

“On-premises ICT infrastructure” as defined in Article 2 (33) Data Act. For easy reference: ICT infrastructure and computing resources owned, rented or leased by the Client, located in the data center of the Client itself and operated by the Client or by a third-party.

“Order” means the order within the active Subscription submitted by Client to Exoscale via the Exoscale Portal, or through the Application Programing Interface (API), setting out matters relating to Exoscale’s delivery of Services to Client.

“Other Services” means all professional services of whatever nature to be provided by Exoscale to Client under the EUSA as defined therein, that are not Data Processing Services;

“Services Fees” means charges for the Services (including but not limited to monthly recurring charges and non-recurring charges) as identified in the relevant Order.

“Service Level Agreement” or “SLA” means the service level provisions describing the service level targets as set out in Section 3.

“Software” means any software application provided by Exoscale which Client may be entitled to use in accordance with any Order.

“Subscription” means the arrangement by which Client obtains access to the Products and Services of Exoscale for a defined period and subject to payment of the applicable Service Fees.

“Switching” as defined in Article 2 (34) Data Act. For easy reference: the process involving the (source) Exoscale, a Client of a Data Processing Services and, where relevant, a Destination supplier of Data Processing Services, whereby the Client of a Data Processing Service changes from using one Data Processing Service to using another Data Processing Service of the same service type, or other service, offered by a different supplier of Data Processing Services, or to an On-premises ICT infrastructure, including through extracting, transforming and uploading the data.

“Switching Charges” means charges, other than standard Service Fees or early termination penalties, imposed by a supplier of Data Processing Services on a Client for the actions mandated by the Data Act for Switching to the system of a different supplier or to On-premises ICT infrastructure, including Data Egress Charges.

“Unavailable” or “Unavailability” means that Client is unable to access its subscribed Exoscale Service due to failure of a critical component of the Service (including virtual server, server instance, firewall, load balancer, switch, storage platform, and connectivity to Exoscale Network Services (i.e. Internet and MPLS - Multiprotocol Label Switching - from the Exoscale Service platform) and due to failures of hard- and software-components controlled by Exoscale.

“Users” means any individual or entity deriving use of the Services through Client including but not limited to the Client (its employees, consultants, contractors, and agents), an Affiliate of Client or a customer of Client.

“Web Portal” means the Web Portal available at https://portal.exoscale.com.

2. The Services

The Client is required to select and maintain an Authorized Partner that is approved within the applicable region. In the event that either Exoscale or an Authorized Partner ceases their business relationship, the Client shall select a new Authorized Partner or obtain a Subscription directly from Exoscale. Direct purchases from Exoscale may necessitate acceptance of different terms. Where Products and Services are acquired from an Authorized Partner, the EUSA terms apply. Additionally, the Authorized Partner’s Terms and Conditions, including those related to ordering, payment, and other matters, as specified in the respective Infrastructure as a Service Offering Subscription, shall also apply. Prices, invoicing, and payment terms for each Product will be determined by the Client’s Authorized Partner. For clarity, if Products and Services are acquired directly from Exoscale, separate Terms and Conditions (Exoscale Service Terms and Conditions) will apply. For the avoidance of doubt, any charges mentioned in this EUSA will be charged by the Party in charge of invoicing the Client.

3. Service Level Agreement (SLA)

3.1 Service Availability Targets

Exoscale has defined a set of Product-Specific Service Level Agreements that apply to each Service. These Product Specific Service Level Agreements are available at https://www.exoscale.com/sla/.

Exoscale shall use commercially reasonable efforts to meet the Product-Specific Service Level Agreements, except for:

Planned downtime and maintenance events;
Force Majeure Events;
Unavailability of the Web Portal;
Failures or malfunctions in any Client software, equipment or technology; and/or
If Client is in breach of these EUSA, including but not limited to its payment obligations against the Authorized Partner and the use of Services.

3.2 Service Unavailability Credit

Except under the conditions mentioned in the Section 3.1 above, if the Services performance is less than indicated in the respective service Availability Target, Exoscale will issue a credit to Client according to the level specified in the Specific Product Service Level Agreement under Service Credit.

The credit will be calculated based on the monthly service charge for the affected Services. The Client shall address a Service Unavailability Credit request within thirty (30) business days via email to support@exoscale.com mentioning the Client name and address as well as the times and dates of the unavailability. If the unavailability is confirmed by Exoscale, credits will be applied within two (2) billing cycles after Exoscale’s receipt of Client’s credit request. Credits are not refundable and can be used only towards future billing charges.

4. Use of the Services

4.1 Protection of Client Data

4.1.1 Safeguards

Exoscale shall maintain appropriate safeguards for protection of the security, confidentiality and integrity of Client Data. Exoscale shall not (i) modify Client Data, (ii) disclose Client Data except as compelled by law in accordance with Section 7.3 or as expressly permitted by Client in accordance with Section 7.3 or (iii) access Client Data except to provide the Services and prevent or address service or technical problems, or at Client’s request in connection with Client support matters.

4.1.2 Sub-contractors

Exoscale may engage sub-contractors to fulfill its contractual obligations. Exoscale will obtain the sub-contractor’s written confirmation that the sub-contractor complies with the provisions of this EUSA including the provisions of data protection law.

4.2 Data Storage

Client selects the country and location in which its Client Data will be stored for each Service it uses. Exoscale shall store Client Data exclusively within the country selected by Client for the relevant Service and shall not migrate or replicate Client Data outside that country, including for backups, snapshots, and disaster recovery copies, except where (i) expressly instructed by Client through the Services or (ii) required by applicable law or court order. Client acknowledges and agrees that Client is solely responsible for the content, accuracy, quality, and legality of Client Data stored using the Services and for any transfers or exports that Client initiates to other locations or to third parties, including Non-Exoscale Applications. Client may copy or export such Data using the Services to a separate location at any time and assumes responsibility for such copies or exports. Exoscale is responsible for providing and operating the cloud infrastructure, storage, and replication controls necessary to enforce data residency in the selected country and will use commercially reasonable efforts to maintain the availability and integrity of Client Data within that country. Exoscale is not responsible for Client’s configuration choices, Client’s transfers of data, or Client’s integrations with Non-Exoscale Applications. For clarity, the data residency commitment applies to the storage of Client Data. It does not restrict:

(a) routing of network traffic over public networks that may transit other countries;

(b) Client-enabled integrations, exports, or use of Non-Exoscale Applications;

(d) operational telemetry or log data necessary to provide, secure, and support the Services to the extent such telemetry or logs do not contain Client Data payloads.

Because the Internet is an inherently open and insecure means of communication, any Data a User transmits over the Internet may be susceptible to interception and alteration. Exoscale makes no guarantee regarding, and assumes no liability for, the security and integrity of any Data a User transmits via the Service or over the Internet, including any Data or information transmitted via any server designated as “secure”. Client remains responsible for implementing appropriate security measures, including encryption, access controls, and backups.

4.3 Client’s Responsibilities

Client shall (i) be responsible for Users’ compliance with these EUSA, (ii) be responsible for the accuracy, quality and legality of Client Data and of the means by which Client acquired the Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Exoscale promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the EUSA and applicable laws. Client is responsible for maintaining the security of its internal network from unauthorized access through the Internet. Exoscale shall not be liable for unauthorized access to Client’s network or other breaches of Client’s network security.

4.4 Misuse of the Services

Client shall not (i) make the Services available to anyone other than Users, (ii) sell, resell, rent or lease the Services, (iii) use the Services to store or transmit unlawful material or messages, or to store or transmit material or messages in violation of third-party privacy rights, (iv) use the Services to store or transmit Malicious Codes, (v) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (vi) attempt to gain unauthorized access to the Services or their related systems or networks, (vii) transmit or distribute material containing fraudulent offers for goods or services, or any advertising or promotional materials that contain false, deceptive or misleading statements or representations, or (viii) transmit or distribute unsolicited email messages where such email messages could reasonably be expected to provoke complaints (spam), all of which as reasonably determined by Exoscale in accordance with generally accepted standards of the Internet community.

4.5 Unauthorized or Fraudulent Use of the Services

Client shall be responsible for (save as to the extent caused by any acts or omissions of Exoscale) taking all reasonable measures to avoid, and immediately notify Exoscale in the event of, any unauthorized or fraudulent use of the Services. Client will be solely responsible for all Service Fees and other charges incurred in respect of the Services even if such Service Fees and other charges were incurred through or as a result of such fraudulent or unauthorized use of the Services.

4.6 Interruption of the Services

In case Exoscale’s infrastructure is damaged (or threatened to be damaged) through the IP Address of a Client (e.g. virus or hacking) or otherwise, Exoscale is expressly authorized to immediately interrupt the Exoscale Services and shall immediately inform the Client thereof.

4.7 Intellectual Property Rights

Material accessible through the Exoscale Services may be subject to protection under privacy, publicity, or other personal rights and Intellectual Property Rights. Users shall not use the Exoscale Services in any manner that would infringe, dilute, misappropriate, or otherwise violate any such rights.

4.8 Export Control

The Parties acknowledge that products, software, and technical information (including, but not limited to Services, technical assistance and training) provided under this EUSA or used by Client in connection to the Services, may be subject to export, re-export, and any sanctions laws and regulations of Switzerland, the European Union, and any other jurisdictions where the services are provided or/and used, and any use or transfer of the products, software, and technical information must be in compliance with all applicable regulations (including, without limitation, EU restrictive measures, the U.S. Export Administration Regulations and OFAC sanctions). The Parties will not use, distribute, transfer, or transmit the products, software, or technical information (even if incorporated into other products) except in compliance with all applicable export control and sanctions regulations. If requested by either Party, the other Party also agrees to sign written assurances and other export-related documents as may be required to comply with all applicable laws and regulations.

Each Party represents and warrants that it is not a Sanctioned Person and will not permit access to or use of the Services from, or for the benefit of, any embargoed or comprehensively sanctioned jurisdiction, or any Sanctioned Person, in a manner inconsistent with applicable law. Exoscale may suspend or terminate access to the Services, without liability, where Exoscale reasonably determines such action is required to comply with applicable export-control or sanctions laws. For purposes of this Section, “Sanctioned Person” means any person or entity listed on applicable sanctions lists maintained by Switzerland, the European Union, or otherwise subject to asset-freeze or similar prohibitions under applicable sanctions laws.

5. Software Licenses

5.1 Acquisition of Software

Client may be provided with the right to use certain Software which shall be governed by the terms of the relevant Software license terms available at the Website or the Web Portal. Client agrees that Exoscale may enter into relevant Software license in Client’s name as a client to satisfy any Software license terms and third party Software license terms so as to accomplish any Services pursuant to this EUSA. Client agrees and acknowledges that Exoscale is not renting any software to Client. Exoscale does not warrant or support Non-Exoscale Applications, whether or not they are designated by Exoscale as “certified” or otherwise, except as specified in any Order.

5.2 Non-Exoscale Applications and Client’s Data

If Client installs or enables Non-Exoscale Applications for use with the Services, Client acknowledges that it may allow providers of those Non-Exoscale Applications to access its Data as required for the interoperation of such Non-Exoscale Applications with the Services. Exoscale shall not be responsible for any disclosure, modification or deletion of Client’s Data resulting from any such access by Non-Exoscale Application providers.

5.3 Demarcation of Responsibilities

Exoscale is only responsible for providing management of server host hardware including storage and a web-based portal for overall management of the Services and, if requested by Client and agreed by Exoscale, the provision of the Software. Client is responsible for managing and operating the Software including but not limited to patch management, upgrades, antivirus, system security, application programs and data. Client is responsible to adhere to the terms and conditions of any products purchased on the Exoscale marketplace. The Exoscale absolves itself from any liability for the client’s misconduct in the utilization of said products.

Client is also responsible for managing and configuring its use of the Service (via the Web Portal and any application interface provided) including but not limited to User access administration and security controls.

6. Proprietary Rights

6.1 Technology and Data

Client is and shall remain exclusively entitled to all right and interest in and to all Client Technology, Client Data and its Confidential Information, and Exoscale is and shall remain exclusively entitled to all right and interest in and to all Exoscale Technology, Exoscale Data and its Confidential Information. Neither Party shall, directly or indirectly, reverse engineer, de-compile, disassemble or otherwise attempt to derive source code or other trade secrets from the property of the other Party.

Client shall not (i) create derivative works based on the Services, (ii) copy, frame or mirror any part or content of the Services, other than copying or framing Client’s own intranet, or (iii) access the Services in order to build a competitive Service or copy any features, functions or graphics of the Services.

6.2 IP Addresses

The Parties acknowledge and agree that Exoscale may provide Client the right to use certain Internet Protocol (IP) addresses owned and/or licensed by Exoscale in connection with the provision of the Services. Client acknowledges and agrees on termination of the Agreement for any cause in which case Client’s right to use such IP addresses shall automatically terminate. The same applies mutatis mutandis if the agreement between Exoscale and Authorized Partner ends, and Client doesn´t purchase the Services directly from Exoscale.

6.3 Client’s Applications and Code

If Client, a third party acting on Client’s behalf, or a User creates applications or program code using the Services, Client authorizes Exoscale to host, copy, transmit, display and adapt such applications and program code, solely as necessary for Exoscale to provide the Services in accordance with the Agreement. Subject to the above, Exoscale acquires no right, title or interest from Client or Client’s licensors under this EUSA in or to such applications or program code, including any Intellectual Property Rights therein.

6.4 Suggestions

Exoscale shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Client, including Users, relating to the operation of the Services.

7. Confidentiality

7.1 Confidential Information

“Confidential Information” means all confidential information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Client’s Confidential Information shall include Client Data and Client Technology; Exoscale Confidential Information shall include the Services, Exoscale Data and Exoscale Technology; and Confidential Information of each Party shall include the Agreement. Confidential Information shall not include information that: (i) is independently developed by the Receiving Party; or (ii) is lawfully received by the Receiving Party free of any obligation to keep it confidential; or (iii) becomes generally available to the public other than by breach of this Section.

7.2 Principle

The Confidential Information shall remain the property of the relevant Party. Each Party shall use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement, and (ii) to limit access to Confidential Information of the Disclosing Party to its employees (which for Exoscale includes its Affiliates’ and its subcontractors’ employees) and its legal and financial advisors on a ‘need-to-know’ basis provided those persons first agree to observe the confidentiality of the Confidential Information, without the other Party’s prior written consent. This confidentiality undertaking shall be valid for the duration of the Agreement and for an indefinite time following termination thereof, independently of the reasons of termination.

7.3 Exceptions

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled to do so by law, any stock exchange, or any Governmental Authority, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

If Client believes that, in the course of providing Services under this EUSA, Exoscale will have access to data Client does not want Exoscale to comprehend, Client should encrypt such data so that it will be unintelligible.

Notwithstanding anything to the contrary herein, the provisions of Section 10 “Publicity” remain applicable.

8. Warranties

8.1 Representations and Warranties of Client

Client represents and warrants that (i) it has validly entered into this EUSA and has the legal power and authority to do so, and (ii) the performance of Client’s obligations under this EUSA, the Order (s), and the use of the Services will not violate any applicable law, rule or regulation or any contract or otherwise unreasonably interfere with Exoscale’s Clients’ use of the Services.

8.2 Representations and Warranties of Exoscale

Exoscale represents and warrants that (i) it has validly entered into this EUSA and has the legal power and authority to do so; (ii) the performance of Exoscale’s obligations under this EUSA and the Order (s) will not violate any applicable law, rule or regulation; and (iii) Exoscale is authorized and has completed all required corporate actions necessary to execute the applicable Order (s).

8.3 Exclusion of other Warranties

Except for the representations and warranties expressly made in this EUSA, Exoscale makes no representations or warranties, express or implied, statutory or otherwise, including warranties of merchantability, satisfactory quality, and fitness for a particular use or non-infringement of third-party rights.

9. Indemnification

9.1 Indemnification

Each Party shall indemnify the other Party from any claim, demand, suit or proceeding (“Claim”) made or brought by third parties and shall indemnify such Party for any damages, fees and costs (including attorney fees and court costs) in respect of (i) damage to tangible property, personal injury or death, confidentiality breaches, data protection violations, or IP infringement caused by such Party’s gross negligence or willful misconduct (including such Party’s corporate bodies, employees, auxiliaries, Affiliates, and, in respect of Exoscale, its Users); (ii) a breach by Client of Section 8.1, respectively by Exoscale of Section 8.2.

9.2 Exclusion of Indirect and Consequential Damages

Notwithstanding any other provision of this EUSA, neither Party shall be liable for any indirect, incidental, or consequential damages, including, but not limited to, damages for lost profits, lost revenues, loss of goodwill, loss of anticipated savings, loss of customers, loss of Client Data, interference with business, or the cost of purchasing replacement services, arising out of the performance or non-performance of any Order or this EUSA. This exclusion applies regardless of whether such damages are caused by acts or omissions of the Party, its employees, or agents, and regardless of whether such Party was informed or aware of the possibility of such damages. However, this limitation does not apply to either Party’s indemnity obligations set out herein.

9.3 Limitation of Liability

Exoscale’s aggregate liability for damages arising out of or in connection with the Agreement shall not exceed the amount paid by Client hereunder toward the Authorized Partner for the specific Service that gave rise to the liability during the twelve (12) months preceding the event giving rise to the claim. The foregoing shall not limit Client’s payment obligations toward the Authorized Partner.

10. Publicity

Both Parties agree not to use the other Party’s trademarks, service marks, trade names, or any other proprietary marks without the express written consent of the owning Party. This restriction includes any reference to the other Party in marketing, promotional, or advertising materials or activities. However, either Party may use the other Party’s name or logo, subject to prior written approval from the Party owning the mark, in a manner consistent with the agreed-upon terms. No Party shall issue any publications or press releases relating to the contractual relationship between the Parties, except as required by law or with the mutual written agreement of both Parties.

11. Force Majeure

Except for Client’s payment obligations toward the Authorized Partner under their agreement, neither Party shall be liable, nor shall any other remedy be extended, for any performance that is prevented or hindered due to a Force Majeure Event. The defaulting Party shall promptly notify the other Party of an inability to perform any obligation stipulated in the Agreement as a result of a Force Majeure Event and take such action as the other Party shall reasonably request to alleviate the situation. If Exoscale is unable to provide the Services for a period in excess of thirty (30) consecutive days due to a Force Majeure Event, then either Party may cancel the affected Order upon written notice to the other Party, and both Parties shall be released from any further future liability under that particular Order.

12. Switching

12.1 Initiation of the Switching Process

The Client may initiate the Switching process by submitting a written Switching notice to Exoscale, in accordance with the applicable Notice Period.

Where the Client intends to switch only in respect of specific Services, Data or Digital Assets, the switching notice shall clearly identify the relevant scope.

In the Switching notice, the Client shall indicate whether it intends to:

(a) switch to a different supplier of Data Processing Services, in which case the Client shall provide the necessary identification details of the Destination Supplier;

(b) switch to an On-premises ICT infrastructure operated by the Client; or

Exoscale shall confirm the receipt of the switching notice within three (3) working days, using the same communication channel used by the Client.

12.2 Transitional Period

12.2.1 Standard Transitional Period

The standard transitional period for Switching shall be one (1) month from receipt of the Switching notice, unless otherwise agreed.

12.2.2 Technical Infeasibility

Where completion within the standard transitional period of one (1) month is technically infeasible, Exoscale shall, within fourteen (14) working days of receipt of the switching notice:

(a) notify the Client in writing, including by electronic means;

(b) provide an alternative transitional period, which shall not exceed seven

(7) months from the date of the switching notice; and

The Client shall confirm the receipt of such extension notice within three (3) working days.

12.2.3 Client Requested Extension

The Client may request one (1) extension of transitional period, for a duration not exceeding, seven (7) months, by notifying Exoscale in writing, including by adequate electronic means of their intention, before the expiry of the original transitional period.

Exoscale shall confirm the receipt of such extension notice within three (3) working days.

12.4 Obligations of Exoscale during the Switching Process

During the switching process, Exoscale shall provide reasonable and proportionate assistance, limited to what is technically necessary to enable Switching within the applicable transitional period.

Exoscale shall:

(a) make available existing technical capabilities and documentation necessary to complete Switching, without creating new tools or custom developments;

(b) maintain continuity of the Services in accordance with the Agreement during switching process; and

Any issues identified during Switching shall be assessed by the Parties in good faith, with solutions limited to what is technically and contractually feasible.

12.5 Client’s Obligations

The Client shall take all reasonable and timely measures required to enable effective Switching.

In particular, the Client shall:

(a) be solely responsible for the import, configuration and implementation of Data and Digital Assets in its own systems or those of the Destination Supplier.

(b) ensure that any third party involved in the switching process, including the Destination Supplier, complies with Exoscale’s intellectual property, confidentiality rights, and trade secrets; and

(c) use any Exoscale-provided materials solely for the purpose of Switching and only for the duration of the applicable transitional period.

12.6 Data Retrieval and Erasure of Data

The Client may retrieve or request erasure of its Exportable Data and Digital Assets during the Data Retrieval period of 30 (thirty) days following the end of the transitional period. Upon expiry of the data retrieval period, and provided the switching process has been completed, Exoscale shall erase all Exportable Data and Digital Assets generated by the Client or related to the Client directly, except where retention is required under Swiss, European Union or Member State law. Exoscale shall confirm the completion of such erasure upon request.

12.7 Termination of the Switching Process

12.7.1 Successful Switching

Upon notification by the Client that Switching has been successfully completed, Exoscale shall confirm termination of the Agreement without undue delay.

12.7.2 No Confirmation by Client

Where the Client fails to confirm whether Switching has been successfully completed, and Exoscale has reasonable grounds to believe that Switching has occurred, Exoscale may request written confirmation.

If the Client does not respond within thirty (30) working days, the Switching shall be deemed not completed, and the Agreement shall continue in force.

12.7.3 Erasure Without Switching

Where the Client elects not to switch suppliers and only requests erasure of Exportable Data and Digital Assets, the Agreement shall terminate at the end of the applicable Notice Period. Exoscale shall notify the Client of such termination.

13 Termination or Suspension of Services by Exoscale

Exoscale shall have the right, upon written notice, to immediately terminate and/or suspend any Order(s) and/or the delivery of the Services (without liability) in the event that:

(a) Client has violated (i) any law rule, regulation or directive of any Governmental Authority related to the Services or Client’s or a User’s use thereof or (ii) Section 4 (Use of the Services); or

(b) Exoscale receives any direction, notification or instruction from any Governmental Authority (or any independent Internet content monitoring entity) to suspend or terminate the provision of the Services to Client (through no fault or negligence of Exoscale);

(c) Exoscale receives a request from the Authorized Partner according to the terms agreed between the Client and its Authorized Partner.

14 Surviving Provisions

Sections 6 (Proprietary Rights), 7 (Confidentiality), 8.3 (Exclusion of other Warranties), 9 (Indemnification), 12 (Switching), 13 (Termination or Suspension of Services by Exoscale), 15 (Miscellaneous Provisions) shall survive any termination or expiration of this EUSA.

15. Miscellaneous Provisions

15.1 Severability; No Waiver

The invalidity, illegality or unenforceability of any provision of this EUSA shall in no way affect the validity, legality or enforceability of any other provision thereof. The Parties undertake to negotiate in good faith with a view to replace such invalid, illegal or unenforceable provision with another provision that best reflects the intentions of the Parties.

The failure by either Party to exercise or enforce any provision of this EUSA shall not be deemed to be a waiver of the application of such provision or of a right nor to operate so as to bar the exercise or enforcement of any such provision or right on any later occasion.

15.2 Notice

Any notice shall be sent by a Party to the other Party in written format by email, registered mail or courier, to the following address:

To Exoscale:

Akenes SA Att. Exoscale Manager Boulevard de Grancy 19A, 1006 Lausanne, Switzerland

Email: manager@exoscale.com

To Client:

at the address set forth in the Order(s) or at such other address as may hereafter be provided by Client.

15.3 Amendments

Exoscale may modify this EUSA upon thirty (30) days' notice to Client.

In addition, Exoscale reserves the right to discontinue the offering of one or several Exoscale Services, in its sole discretion, at any time during the Agreement, upon one hundred and eighty (180) days' notice to Client.

Upon receipt of this notice, the Client may terminate the relevant Service in accordance with the Terms and Conditions of the Authorized Partner.

15.4 Governing Law & Jurisdiction

This EUSA and any Order shall be governed by the laws of Switzerland. The Parties irrevocably submit to the exclusive jurisdiction of the courts of the canton of Vaud, district of Lausanne. Notwithstanding the above, Exoscale may submit any dispute to any court of competent jurisdiction in accordance with the applicable conflicts of law rules.

Exoscale End User Service Agreement (EUSA)