Membership Agreement

Marketplace Darty.com

BETWEEN

ETABLISSEMENTS DARTY ET FILS, a société par actions simplifiée (Simplified Joint Stock
Company) with a share capital of €23,470,382, having its registered office in BONDY (93140),
129 avenue Gallieni, registered at the Register of Companies of BOBIGNY under the number B
542.086.616, represented by Mr Christian Lou duly authorised for the purposes herein

(Hereinafter referred to as “Darty”)

And

__________________, a company __________________, with a share capital de

_____________, having its registered office in _______________________ registered at the
Register of Companies of __________________ under the number ______________________,
represented by ______________________ in his/her capacity as _______________________

(Hereinafter referred to as "the Seller")

AND

Definitions

- "Buyer": means the person who acquires Products on the Marketplace from Sellers;

- "Agreement": means this document;

- "Space": means the Seller's personal space, the back-office management tool and the
communication interface between DARTY and the Sellers made available to the latter on
the Marketplace;

- "Fact Sheets": means the information sheets put online by DARTY on the Marketplace to
describe its functioning to Sellers and Buyers;

- "Marketplace Darty" or "Marketplace": means the electronic Marketplace for connecting

Sellers and Buyers created by DARTY and accessible on its website "DARTY.com";

- "Products": means the products or services presented and offered for sale by Sellers on the
Marketplace with the prior agreement of DARTY;

- "Seller": means the French legal entity, DARTY's co-contracting party, offering its
Products for sale on the Marketplace.

Article 1 – Purpose

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Darty has developed a "Marketplace" business which, through its website "DARTY.com",
connects Sellers, professional legal entities wishing to offer and sell their Products via the
Marketplace, and Buyers, individuals or legal entities.

The purpose of the Agreement is to set out the terms and conditions of use by Sellers of the
Personal Space made available on the Marketplace, whereby they can market their products.

It is specified that sales contracts are entered into directly between the Sellers and Buyers, and
DARTY is not a party to these.

The Seller acknowledges that it has read the agreement herein, which it accepts through its
registration on the Marketplace Darty.

Article 2 – The Seller's Registration on the Marketplace

To register on the Marketplace, the Seller shall be a legal person and shall provide all of the
following information:

- Trade name and display name,

- Address of the company's registered office,
- Type of business,
- The legal form of the business,
- Share capital,
- Registration Number at the Register of Companies,
- Its full bank details,
- Its Intra-community VAT Number,
- Its telephone number,
- The name of its legal representative and that of a special contact person to be contacted by
DARTY primarily

The Seller is required to inform Darty immediately of any change in the information requested at
the time of its registration and is liable for any failure to comply with this obligation.

If wrong information has been provided during the registration or if the Seller fails to inform
Darty of any change, the latter may decide to terminate the said Seller's registration with the
Marketplace with immediate effect and without prior notice.

The Seller shall be solely responsible for the security of its password. The password shall only be
used for accessing the Marketplace and the related services offered. The Seller shall be solely
responsible for any acts performed on its behalf.

The Seller shall also be required to meet the technical pre-requisites to the operation of the Mirakl
platform.

Article 3 – Administration of the Seller's personal Space

DARTY shall forward to the Seller a username and password to be used by the latter to access its
Personal Space.
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From this Personal Space, the Seller can:

- offer Products for sale,

- monitor the status of orders of its Products,
- take note of the ratings concerning it posted online by Buyers as set out in Article 11
below,
- check the amounts payable to it.

This Space shall be updated and checked on a daily basis by the Seller so that Buyers, at any
time, have access via the Marketplace to accurate information, in particular as regards the
availability of Products and the status of their orders.

The Seller undertakes to keep a backup copy of all information and data that it uploads on the
Marketplace or that is forwarded to it by DARTY on its Space.

Article 4 – Duration of the membership

The Agreement is entered into for an unspecified term. Each party may put an end to it at any
time by registered letter with acknowledgement of receipt subject to compliance with the prior
notice period set out below:

- three months for any termination in the first year following the date of signature of the
agreement;
- six months for any termination after the first year.

Article 5 – Products offered for sale on the Marketplace

DARTY and the Seller shall define by mutual agreement the Products and/or ranges of Products
that may be marketed on the Marketplace.

The Seller undertakes not to offer for sale on the Marketplace any products without the prior
authorisation from DARTY.

Except for a prior authorisation in writing from Darty exempting it from this obligation for some
categories of products, the Seller undertakes to only offer for sale on the Marketplace new
products, physically present in its stocks and in respect of which it can ensure availability and
shipping if ordered by a Buyer.

The Seller acknowledges and guarantees that it shall not offer for sale on the Marketplace
products prohibited pursuant to the applicable legal provisions or the sale of which is subject to a
specific regulation if it does not comply with it.

It is prohibited to offer items whose supply, sale or acquisition are contrary to the
applicable legal provisions or to accepted principles of morality.

In particular, the following items - non-exhaustive list provided by way of example only - are
prohibited for sale on the Marketplace:

- goods that infringe the intellectual or industrial property rights of third-parties;

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- goods to be marketed via an exclusive or selective distribution network and for which the Seller
has not obtained an approval;
- goods that are pornographic or erotic in nature or generally contrary to accepted principles of
morality;
- goods that incite racial hatred or forms of discrimination based on race, gender, religion,
nationality, physical abilities, sexual orientation or age;
- stolen goods.
- all types of medicines or drugs
- arms, weapons of war and munitions of war
- live animals
- alcoholic beverages

If prohibited goods are offered for sale, the Seller may be excluded from the Marketplace in
accordance with the terms and conditions set out in Article 13 below.

The Seller shall be solely responsible for ensuring that information on the Products and the
presentational features (in particular, description of the features of the Products, prices,
availability, labelling, compliance with the "EC" standards, etc.) comply with the regulations.

In its capacity as the host of the Seller's Personal Space, DARTY is not required to monitor
information from Sellers, or seek facts or circumstances indicating illegal activity.

Pursuant to the provisions of the law of 21 June 2004, called "LCEN" (Act on confidence in the
digital economy), DARTY may delete any information uploaded on the Marketplace by a Seller
in the event of notification by a third-party indicating that this information is unlawful.

Article 6 – The Seller's obligations

6.1 - Compliance with applicable laws

The Seller undertakes to comply with all laws applicable to distance selling and with all
provisions applicable to consumer law, in all countries where the Seller delivers the Products and
in particular the provisions on the exercise of Buyers' right of cancellation and the legal guarantee
of conformity of products sold.

Pursuant to the provisions of Article L.113-5 of the Consumer Code, the Seller undertakes to
provide a standard-rate telephone number to Buyers on which it can be reached to obtain the
proper performance of the sales contract or submit a claim.

6.2 Compliance with the Darty standards

 Processing of claims

In the event of a claim by a Buyer received directly by the Seller or received by DARTY and
forwarded to the Seller, the latter undertakes to reply to the Buyer within one working day.

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  Right of cancellation

The Seller undertakes to grant a right of cancellation to any Buyer of the Products. The Seller is
also informed that, in view of legislative changes under way, this cancellation period might be
increased to 15 days within the short to medium term.

In the event of exercise of the right of cancellation by the customer, Darty shall refund the
customer the cost of the returned Product and the delivery charges. The customer's credit card
shall be credited back with the order amount, inclusive of delivery charges.

Any amount repaid to the customer shall be deducted from the amounts payable by Darty to the
Seller in respect of the sale of the Products.

The Seller, after being informed of the cancellation by the customer, shall issue a return
authorisation so that the customer can return the product to the Seller. Return procedures shall
be clearly explained to the customer on the delivery note and shall not impose on the Buyer
any obstacle whatsoever to the exercise of his right of cancellation.
 Obligations relating to the delivery of the Products

The description of each Product displayed on the Site shall specify the delivery methods proposed
by the Seller for the delivery of the given Product.

The following delivery methods may be proposed, in accordance with the terms and conditions
defined below, to the Buyer:

- standard delivery
- tracked delivery
- express delivery
- premium delivery

The Seller is required to comply with the delivery method chosen by the Buyer.

The Seller undertakes to apply a single rate for delivery across the whole of France.

The delivery conditions (carrier, delivery lead times and delivery charges) applicable to each
Product shall be determined by the Seller and laid down in the Special Terms and Conditions.

The Seller undertakes to meet the promise of delivery lead time to the customer (between the
approval of the order by the customer on the website and the receipt of the package by the latter).

 Disputes relating to the Products

Generally, the Seller undertakes to employ, in good faith, all means necessary to meet its
obligations by delivering a good quality Product and service to its customers.

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In the event of a mistake in the description of the Product leading to the delivery to the consumer
of a Product which is not consistent with the description given by the Seller, the latter shall
exchange the product, free of charge, for a consistent product or refund the cost of the Product.

In the event of a claim by a customer regarding a Product, the Seller shall take personal
responsibility to settle the dispute with the Buyer. Disputes shall be settled directly between the
Buyer and the Seller, if necessary via the messaging system available on the Service. The Seller
shall make its best efforts to settle amicably any dispute with the Buyer.

The Seller undertakes to respond to a customer's question within a maximum of 2 working days.

In the event of dispute, the Seller undertakes to contact its customer within one working day.

The Seller undertakes to respond to any question from Darty within 2 working days.

However, if the Seller has not settled the dispute with the Buyer within eight working days from
the receipt of the claim, Darty reserves the right, after having informed the Seller, to refund the
cost of the Product to the customer. The amount of this refund shall then be deducted from the
amounts to be paid by Darty to the Seller in respect of the Products sold by the Seller via the
Service.

 Maximum selling price

The Sellers shall be free to set the prices at which they sell the products via their various sales
channels. However, Sellers which choose to sell their products via the Marketplace shall not
charge customers prices which are higher than those they practice elsewhere.

 Customer service:

The Seller shall ensure that the terms and conditions of sale that it applies on the Marketplace are
at least as favourable for Buyers as the best terms and conditions of sale offered by the Seller for
that item on or via any non-physical sales channel.

 Order follow-up and reporting

The Seller shall inform DARTY precisely of the shipment of each order (if the buyer's order has
been sent as more than one consignment, the Seller shall specify to DARTY which part of the
order has been shipped) via the Mirakl platform. In the absence of such information, DARTY
may cancel the concerned transaction.

 Other obligations

The Seller undertakes, in its contacts with the Buyer, not to dissuade him from buying via the
Marketplace and invite him in any manner whatsoever to place an order on an e-commerce
website other than Marketplace.

The obligations under the article herein are substantive obligations of the Agreement. Failure to
comply with them may justify the closure of the Seller's Space in accordance with the conditions
set out in Article 12 below.

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Article 7 - Orders

- DARTY reserves the right not to forward to the Seller any order not accepted by its
scoring processes, and this is accepted by the Seller;

- Once an order is placed by the Buyer, DARTY shall, in the name and on behalf of the
Seller, send the Buyer by email, a summary of his order; a copy of this email shall also be
sent to the Seller.

- the Seller then undertakes to deliver, or ensure delivery via a third-party under its sole
responsibility, the Product ordered and paid, strictly complying with the lead times
specified by the Seller to the Buyer, and to transfer the related ownership to the buyer.

Article 8 – Delivery

The Seller undertakes to comply with the delivery lead times stated on the Marketplace; the
delivery lead time is understood to mean the period starting on the day the order is placed by the
Buyer on the Marketplace and ending with the receipt of the good by the Buyer.

The seller shall choose the delivery charges in compliance with the schedule of carriage costs
available in Annex 2 "Carriage costs schedule"

In addition to the Product, the Seller shall send Buyers all notices, warranties and other
documents necessary for the use of the Product and the exercise by the Buyers of their right of
cancellation.

Annex 9 – Financial terms and conditions

 Commissions payable to DARTY

In consideration for the technical services to which the Seller has access on the Marketplace, it
undertakes to pay to DARTY a fixed monthly fee and a variable fee, the amount of which is
defined in the Annexes "Financial Terms and Conditions".

These fixed and variable fees shall be subject to VAT at the rate applicable on the date of the
concerned transaction.

The basis of calculation of the variable fee is made up of the total price paid, including taxes, by
the Buyer, i.e. the selling price of the Product(s) plus the delivery charges, environmental
contributions and any other applicable charges or taxes.

 Payment of amounts due to the Seller

The amounts payable to the corresponding Seller, i.e. the difference between the product's selling
price, including taxes, and the commission payable to Darty, shall be paid to the latter by bank
transfer or cheque within a maximum period of 10 days following the date of receipt of the order
by the Buyer, based on the following schedule:

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  orders received between the 1st and the 9th of month M are paid to the Seller on the 10 th of
month M
 orders received between the 10th and the 20th of month M are paid to the Seller on the 21 st
of month M
 orders received between the 21st and the last day of month M are paid to the Seller on the
1st of month M+1

Note. Within the meaning of this agreement, an order shall be deemed to have been received
either when the consumer has expressly declared same on the Darty.com website within 21
days following receipt of the Product; or at the end of a period of 21 days during which the
Product was not returned or a claim received from the consumer.

DARTY shall continuously update the Seller on the details of amounts payable to it via its Space.

In the event of a request for refund of the Product from the Buyer, the Seller undertakes to inform
DARTY accordingly via its Space and to indicate to DARTY the amount of refund to be made.

DARTY undertakes to then refund the Buyer directly at the earliest possible. The Seller shall
refund DARTY in full for the amount refunded by DARTY to the Buyer.

It is hereby specified that in the event of a refund of the cost to the Buyer (exercise of the right of
cancellation, non-consistent delivery or late delivery, unavailability of the product purchased, in
particular) no Commission shall be payable by the Seller.

Article 10 – Liabilities

10.1 The Seller's liability

The Seller shall be solely liable for the pre-contractual information relating to the Products that it
uploads on the Marketplace, for the performance of the sales contract entered into with the Buyer
and for the calculation, collection and any payment of taxes, fees, environmental contributions
and/or customs duties applicable.

The price specified by the Seller for a product and/or a service offered via the Marketplace shall
include VAT, standard delivery charges, any environmental contribution relating to the Product,
and any other sales tax or duty applicable. The Seller undertakes not to request the buyer to pay
other taxes or duties besides those included in the cost of the product and/or the service offered
on the Marketplace. The Seller undertakes to
U$*send the Buyer an invoice in accordance with the applicable laws.

DARTY may have to call upon the Seller by email or notification via the Space for any reason
whatsoever, and in particular in the event of a dispute involving the Seller and a Buyer or a third-
party, and which may be submitted to DARTY. The Seller then undertakes to respond to DARTY
within twenty-four hours.

The Seller shall be solely responsible for any direct or indirect damage suffered by a Buyer or a
third-party due to the display and/or sale of Products on the Marketplace.

It therefore undertakes to hold DARTY harmless against any action, claim, demand or objection
from any person claiming a damage, a right and/or an act of unfair competition, resulting from
the Seller's activity on the Marketplace.

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In such a case, the Seller shall bear all damages which DARTY may be ordered to pay by virtue
of a court decision, as well as any compensations and charges of any type incurred by DARTY.

10.2 DARTY's liability

DARTY undertakes to employ all means at its disposal to provide the services covered by this
Agreement, i.e. technical intermediation between a Seller and a Buyer and exercise of the
authorisation to receive payments.

DARTY cannot guarantee the accessibility and proper operation of the Marketplace at all times.

As the host of information uploaded by Sellers, DARTY shall only be held liable for the unlawful
nature of such information after having been informed that it is unlawful.

In the event that DARTY's liability is established, it shall only be held liable for direct and
foreseeable damages up to the amount of the variable remuneration received by DARTY during
the period of twelve (12) months of the Seller's membership of the Marketplace, except in cases
of serious or wilful fault, in which case it shall be the Seller's responsibility to provide proof of
such a fault. In the event of membership for a period less than 12 months, DARTY's liability
shall be limited to an amount equal to twelve times the monthly average variable fee received by
the Seller.

Article 11 – Rating of the Seller

The Seller acknowledges and accepts that the rating system constitutes an essential feature of the
Marketplace, it being specified that the purpose of this system is to make online sales as reliable
as possible for Buyers.

Hence, the Seller hereby agrees that ratings relating to it or to its sales shall be publicly disclosed
by Buyers.

Buyers may write, on the rating page of the concerned Buyer, information relating to the Seller's
conduct in on-line transactions or on the Marketplace.

The ratings relate to both the quality of products purchased on the Marketplace and the quality of
delivery of the services offered by the merchant (fulfilment of commitments, speed of delivery,
product consistency with that ordered by the customer, quality of packaging, etc.).

Buyers may also assign "stars" (from 1 to 5) to qualify the proper conduct of a sale, with the
maximum score being 5 stars. DARTY shall not take ownership for the ratings, shall not be
required to check them and shall not be accountable for the contents.

The overall level of positive or negative ratings posted on the Marketplace is calculated on the
basis of the ratings thus posted by Buyers.

The Sellers hereby declare that they understand and accept the rating system thus provided by
DARTY to Buyers and undertake, in general, to take into account Buyers' appreciations to, as
required considering the overall score obtained by them, carry out the necessary actions and
initiatives to improve the services provided by them via the Marketplace.

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It is hereby agreed by the parties that a negative rating as defined in the Annexes "Rules for
suspension" may lead to the closure of the Seller's account as per the terms and conditions set out
in Article 13 below.

Article 12 – Conflict between a Seller and a Buyer

If a dispute between a Seller and a Buyer is submitted to DARTY, it shall forward the Buyer's
claim to the Seller.

The Seller undertakes to respond to the Buyer within one working day and make its best efforts to
settle this conflict directly with the Buyer.

Article 13 – End of the Seller's membership of the Marketplace

Each party may put an end to the Seller's membership of the Marketplace in the event of failure
by the other party, not remedied thirty (30) days following a formal notice sent by registered
letter with acknowledgement of receipt.

This option is available to DARTY in particular in the following cases:

- Inaccurate or outdated information provided to DARTY by the Seller,

- Non-performance or improper performance of a sales contract entered into with a Buyer,
- Non-payment of amounts due to DARTY,
- Negative ratings defined in Annexes "Rules for Suspension" posted by Buyers on the
Marketplace,
- Requests for refund by Buyers in excess of 10%,
- Marketing on the Marketplace of prohibited Products or without complying with the specific
laws applicable to the Products,
- Encouragement of Buyers to place an order outside the Marketplace,
- Wilful and/or serious misconduct with harmful consequences for the Marketplace.

In the event of termination of the Seller's membership of the Marketplace, the Seller undertakes
to fulfil the orders registered before the effective end of the membership.

Article 14 – Personal Data

Personal data of the Seller

In accordance with the French "Data Protection Act" of 6 January 1978, the processing of
personal data collected from the Seller has been declared at the French Data Protection Authority
(CNIL).

The Seller has a permanent right of access, correction and deletion of the personal data collected
from it. It may exercise this right at any moment by sending an email to DARTY at the following
address

Etablissement Darty et Fils SAS

CRC
BP 54
93142 Bondy Cedex

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Personal data of Buyers

In accordance with the French "Data Protection Act" of 6 January 1978, the processing of
personal data collected on the Buyers has been declared at the French Data Protection Authority
(CNIL).

DARTY collects personal data on Buyers when they use the Marketplace to order Products.
DARTY shall forward these data to the Seller when the order is confirmed so that the latter can
perform the sales contracts.

The Seller undertakes to declare the collection and processing of these personal data at the French
Data Protection Authority (CNIL).

The Seller hereby accepts that the Buyers' personal data collected when they use the Marketplace
shall be used by DARTY for the purposes of its commercial activities.

Article 15 – Insurance

The Seller undertakes to take out and maintain an insurance policy covering the financial
consequences of liabilities in tort or contract that it might incur in the course of its activity on the
Marketplace.

The Seller undertakes to submit a copy of the insurance policy to DARTY following a simple
request.

Article 16 - Confidentiality
The Seller undertakes to keep the particulars and information provided by DARTY strictly
confidential. This requirement shall not apply in the event of disclosure of information pursuant
to an administrative or judicial request.

This non-disclosure agreement shall remain effective after the end of the Seller's membership of
the Marketplace, for a period of two (2) years.

Notwithstanding the provisions of this article, the Seller may mention the existence of its
business relations with DARTY subject to prior submission to DARTY of the communication
materials for approval.

Article 17 – General provisions

This Agreement cancels and replaces any other document issued previously.

As a result, registering on the Marketplace and offering Products for sale implies the full,
complete and unconditional acceptance by the Seller of the said Agreement, excluding any other
document.

Any document or provision contrary to the Agreement shall therefore be unenforceable against
DARTY, in the absence of an express acceptance, regardless of the moment when it may have
been made aware of it.

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The fact that DARTY does not at a given time take advantage of any one of the provisions of this
Agreement shall not be interpreted as a waiver of the right to claim any of the said provisions in
the future.

The Seller and DARTY are independent legal entities acting in their own name and under their
sole responsibility.

Article 18 - Amendment to the Agreement

DARTY may at any time amend the Agreement. It shall inform the Seller accordingly by way of
a notification on its Space and by email, subject to a prior notice of fifteen (15) days.

The Seller shall be free to reject the amendments within this period by putting an end to its
membership of the Marketplace through a notification on its Space and an email to DARTY.

In the absence of an express rejection, at the end of the above-mentioned period of fifteen (15)
days, the amendments shall be deemed to have been accepted by the Seller.

Article 19 - Applicable law and jurisdiction

This Agreement is governed by French law.

Any dispute between DARTY and a Seller regarding the interpretation or performance of the
Agreement shall fall under the jurisdiction of the competent courts of Paris (France).

For DARTY For the Seller

_____________ _____________

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