TERMS &
CONDITIONS -
PREMIUM
SELLER
TERMS AND CONDITIONS -
PREMIUM SELLER
PrestaShop is the designer and publisher of an open-source software solution, distributed under a free
license (Open Software Licence OSL-3.0), enabling users to create e-commerce sites.
This solution, called Solution Edition Classic, is available for download from the PrestaShop website
www.prestashop.com.
It enables users to create and customize their own ecommerce site, and to add free or paid features freely
developed by the PrestaShop community, already integrated into the solution or accessible via the
PrestaShop Marketplace.
The PrestaShop Marketplace distributes various modules. These modules include standard modules, as well
as modules offering recurring subscriptions (hereinafter "Built For PrestaShop Modules" or "Modules").
Use of the services covered by these terms and conditions is reserved exclusively for professionals within the
meaning of French consumer law.
These terms and conditions govern the rights and obligations applicable to Built For Modules Partners who
wish to benefit from the Premium Seller Offer.
Together with the Privacy Policy and the General Terms and Conditions of the PrestaShop Marketplace
Sellers, they form the entirety of the terms and conditions of use of the Premium Seller Offer.
PrestaShop reserves the right to modify these terms and conditions at any time. Such modifications shall take
effect fifteen (15) days after communication to the Partner.
PRESTASHOP | Terms and Conditions - Premium Seller | 2
Contents
1. DEFINITIONS
2. ACCEPTANCE OF GENERAL TERMS AND CONDITIONS
3. PURPOSE
4. PREMIUM PROGRAM MEMBERSHIP CONDITIONS
5. DURATION OF MEMBERSHIP
6. CONDITIONS OF USE OF PROGRAM ADVANTAGES
7. SUSPENSION AND TERMINATION OF PROGRAM MEMBERSHIP
8. TERMINATION CONSEQUENCES
9. FINANCIAL TERMS
10. INTELLECTUAL PROPERTY
11. PERSONAL DATA
12. FORCE MAJEURE
13. APPLICABLE LAW AND JURISDICTION
14. TRANSFER
APPENDIX I - PROGRAM DETAILS
APPENDIX 2 - ADVANTAGES OF THE PROGRAM
APPENDIX 3 - USE OF PRESTASHOP BRAND
APPENDIX 4 - CONDITIONS SPECIFIC TO BUILT FOR MODULES
ARTICLE 6. PARTNER’S GUARANTEES
ARTICLE 7. LIABILITY
ARTICLE 8. PERSONAL DATA
ANNEXE 4 – DEVELOPMENT GUIDE
ANNEXE 5 - ACADEMIC FREE LICENSE ("AFL") V. 3.0
PRESTASHOP | Terms and Conditions - Premium Seller | 3
1. DEFINITIONS
In the General Terms and Conditions (including the preamble and appendices), whenever capitalized and
whether used in the singular or plural, the terms defined below shall have the meanings ascribed to them
hereinafter.
Addons Catalog or Catalog: refers to all Addons listed and sold on the PrestaShop Marketplace.
Advantages : refers to all the services detailed in Appendix 1 and 2.
API Account: refers to the software application published by PrestaShop which is used to authenticate and create
a unique account for each Merchant.
API Billing: refers to the billing software application published by PrestaShop.
API CloudSync: refers to the software application published by PrestaShop to manage Merchant data.
Back Office: the User’s personal space linked to their PrestaShop Account in which they can manage their
Subscription and account.
Built For PrestaShop Modules: refers to Modules that can be downloaded from the Merchant's PrestaShop
Account and whose purpose is to add one or more functionalities to the Solution and enable a fluid, secure and
reliable experience.
Fee: means the fixed amount payable for Offer Advantages.
Merchant: any physical person or legal entity acting on a professional basis and operating a Merchant
Website.
Merchant Website(s): any e-commerce website created by a Merchant using PrestaShop Edition.
Modules: means software developments made by PrestaShop or by a Seller to add one or more
functionalities to Merchant Sites, whether preinstalled or downloadable from the Marketplace PrestaShop.
Partners: commercial partners that have worked in partnership with PrestaShop to develop a Connector or
Module available to Merchants by subscribing to a PrestaShop Service.
PrestaShop: PrestaShop SA, a public limited company with capital of €380,645.55, with registered offices at
198 Avenue de France, Paris, France, and entered in the Paris company & trade register under no.
B 497 916 635
PrestaShop Account: the account that enables Users to authenticate themselves and access the services
offered by PrestaShop.
Premium Seller Offer or Offer: means the offer made by PrestaShop to Built For Partners enabling its
Members to benefit from the advantages set out in these Terms and Conditions.
Quality Control: refers to the procedure carried out by PrestaShop to check that the Module delivered to
PrestaShop does not have any security flaws that could hinder the proper functioning of the Solution.
Solution: means the software published by PrestaShop and downloadable from the
www.prestashop.com website, enabling the creation, administration and operation of a Merchant Site.
Terms and Conditions or T&Cs: these general terms and conditions of use
2. ACCEPTANCE OF GENERAL TERMS AND CONDITIONS
PRESTASHOP | Terms and Conditions - Premium Seller | 4
Subscription to the Premium Seller Offer and its Advantages is subject to the Partner's full and unreserved
acceptance of these T&Cs. This acceptance is deemed to have been acquired once the Partner has paid the
Fee for the Offer subscribed.
3. PURPOSE
These T&Cs govern the development and distribution of classic and Built For PrestaShop Modules, according
to the level of visibility defined in Appendix 1.
PrestaShop Marketplace distributes various Modules. These include classic Modules and Built For
PrestaShop Modules. Built For PrestaShop Modules must include the Account, Billing and Cloudsync APIs, at
PrestaShop's discretion.
Distribution of Built For PrestaShop Modules must be made under the AFL license reproduced in Appendix 5
or under another compatible license.
4. CONDITIONS FOR SUBSCRIBING TO THE PREMIUM
SELLER OFFER
In order to subscribe to the Offer, Partners ensure that they meet the conditions set out in this Article and fill in
an online form.
Partners acknowledge that if the eligibility conditions are not met, they will not be able to subscribe to the
Offer. The acceptance given to the application of the present T&Cs will then be null and void.
In this respect, PrestaShop reserves the right to terminate the subscription at any time if Partners no longer
meets the eligibility conditions during the subscription period.
Subscribing to the Offer requires the creation of a PrestaShop Account and the provision of personal data.
Incomplete registration will result in ineligibility to subscribe to the Offer.
Mandatory data are identified by an asterisk (*). The information provided by Partners must be accurate,
complete and up-to-date.
Partners are solely responsible for the confidentiality of their login details. They are deemed to be the only
person to know and use them.
5. DURATION OF SUBSCRIPTION
These T&C shall commence to apply on the on the date of subscription to the Offer corresponding to the date
of payment of the Royalty by the Partne("Effective Date").
The subscription duration is twelve (12) months from the Effective Date ("the Subscription Term").
Unless terminated in accordance with Article 7, the T&Cs will be tacitly renewable on the date of acceptance
of the T&Cs for the same Subscription Term.
6. CONDITIONS OF USE OF PROGRAM ADVANTAGES
PRESTASHOP | Terms and Conditions - Premium Seller | 5
6.1. Offer Advantages
The Partner will benefit from the Advantages detailed in Appendices 1 and 2 of these T&Cs, which the
Partner accepts.
6.2. Use of Offer Advantages
Advantages must be used during the Subscription Term.
Offer Advantages may not be used until full payment has been made.
In the event of failure to use all Offer Advantages during the Subscription Term, unused Advantages will be
forfeited, even in the event of subscription renewal. It is the Partner's responsibility to monitor the use of their
Advantages.
PrestaShop cannot be held responsible in the event of loss of Advantages due to non-use by the Partner
during the Subscription Term.
7. SUSPENSION AND TERMINATION OF OFFER
SUBSCRIPTION
7.1. Termination for convenience
Either party may terminate the subscription without specific reason by informing the other party by registered
letter with acknowledgement of receipt sent one (1) month before the anniversary date of the Effective Date.
Failure to terminate subscription for convenience within the specified period is the sole responsibility of the
Partner, and in no way justifies non-payment of the Offer Fee due for renewal.
7.2. Termination for non-performance
In the event of serious and repeated breaches by the Partner of one or more of the obligations of these T&Cs
and/or the General Conditions of the PrestaShop Marketplace Sellers, PrestaShop may unilaterally terminate
subscription to the Offer without any compensation being due to the Partner.
7.3. Termination for repeated payment refusal
In the event that payment of the Offer Fee is rejected, PrestaShop will notify the Partner by email to the
address provided when the Addons Account was created.
Payment will again be initiated within fifteen (15) calendar days of the first e-mail notification.
In the event of a further refusal, a second notification will be sent to the Partner. If the payment is again
refused, PrestaShop will then have the right to :
- temporarily suspend the Partner's entire Catalogue until full payment has been received. In this case,
the Partner acknowledges and accepts that the subscription Term will not be extended by the duration
of the Catalogue withdrawal.
PRESTASHOP | Terms and Conditions - Premium Seller | 6
or,
- terminate the contractual relationship with the Partner without notice or compensation. The Partner
shall be liable for payment of the outstanding amounts.
The Partner acknowledges that in the event of termination before the end of the Term, the Offer Fee that has
been paid will not be refunded, except in the event of early termination for the exclusive fault of PrestaShop.
8. TERMINATION CONSEQUENCES
In accordance with Article 7 of the T&Cs, in the event of termination, PrestaShop may: (i) suspend the
Partner's Modules on the PrestaShop Marketplace and (ii) cease distribution of the Modules in the Merchants'
Back-Office.
However, the Partner acknowledges that Merchants may continue to use the Modules where their order was
placed prior to termination.
After termination of the contractual relationship, the Partner undertakes to cease and refrain from any use of
the PrestaShop trademark, logos and all content provided by PrestaShop listed in Appendix 1, 2 and 3.
9. FINANCIAL TERMS
In return for the Offer Advantages, the Partner undertakes to pay the Offer Fee specified in Appendix 1.
The Partner receives by email the terms and conditions of the Offer and a link to pay directly online.
Payment of the Offer Fee is a prerequisite for benefiting from the Offer.
If payment is refused for whatever reason, subscription will be automatically cancelled and the Partner will be
informed.
PrestaShop reserves the right to freeze any payment in order to carry out any verification required by law, in
particular with regard to money laundering.
10. INTELLECTUAL PROPERTY
10.1.Ownership of intellectual property rights
Subscription to the Offer does not entail any transfer of ownership of intellectual property rights to the Partner.
Each of the Parties retains the intellectual property rights which it holds on the day of subscription to the Offer,
as well as those which will be acquired during its execution or as long as the susbcription is in force, with the
exception of licenses expressly granted by the Parties between themselves.
As a result, the Partnership conserves the titularity of its Modules. The Partner may not claim ownership of
the Solution or of the software developments created by PrestaShop or by a member of the open source
community.
PRESTASHOP | Terms and Conditions - Premium Seller | 7
10.2. Trademark and logo rights
The Parties authorize each other to use their respective trademarks and logos within the limits authorized by
these T&Cs and for the sole purpose of promoting and informing third parties of the existence of this Offer or
partnership status.
PrestaShop retains all right, title and interest in and to all intellectual property rights in and to the software,
documentation and all other Modules or open source software materials (including trademarks, logos, domain
names, copyrights) provided or made available to the Partner in connection with the services provided by
PrestaShop and to any modifications, updates and enhancements to the foregoing which are created,
presented or provided by PrestaShop.
In this respect, the Partner undertakes not to use the PrestaShop trademark in a domain name.
For the complete execution of the T&Cs, PrestaShop grants the Partner the right to use the elements detailed
in Appendix 3.
Any other use will be subject to the written agreement of the other party.
11. PERSONAL DATA
Information on the collection and processing of personal data is detailed in our Privacy Policy.
The Partner acknowledges and accepts that it is solely responsible for the information it provides to PrestaShop,
and therefore to the Merchants, relating to the collection, or not, of personal data carried out by its Modules.
12. FORCE MAJEURE
Any event constituting a force majeure event as defined by French case law will suspend the parties’
rights and obligations.
If the event(s) should last longer than two (2) months from the date of their occurrence, the parties may
terminate the Service without compensation by sending an email notifying of the date the force majeure
event occurred.
13. APPLICABLE LAW AND JURISDICTION
These T&Cs are governed by French law.
Any dispute arising from the interpretation or performance of these T&Cs is subject to mediation, prior to
any legal proceedings, through a mediator appointed by the most diligent party. If mediation does not
end in resolution, the dispute is subject to the exclusive jurisdiction of the Tribunal de Commerce de
Paris (Paris commercial court).
14. TRANSFER
The Partner acknowledges that subscription to the Offer is exclusively personal and may not be transferred in
any way, whether free of charge or in return for payment.
PRESTASHOP | Terms and Conditions - Premium Seller | 8
In order to ensure the proper performance of its obligations under these T&Cs, PrestaShop reserves the right
to assign, transfer or contribute to a third party all or part of these T&Cs or to substitute a third party for all or
part of their performance.
PRESTASHOP | Terms and Conditions - Premium Seller | 9
APPENDIX I - OFFER DETAILS
1. Partner’s Advantages
Visibility Level
1 Logo
The Partner has the right to use the
"PrestaShop Partner" logo on its official
website and on any communication
concerning its Modules if PrestaShop has
previously validated the communication.
The Partner agrees to display PrestaShop as
a recommended e-commerce solution and
recommends PrestaShop to every prospect
or customer, whether by telephone or at
events.
1 "Official Partner" badge
for Built For Modules or 1
"Module Creator Partner"
badge for classic
modules.
The logo can be displayed on the Modules
and on the Partner's website.
PrestaShop Marketplace
page and prestashop.com
website
This page is a presentation of the Partner's
offer on the PrestaShop Marketplace.
Security solution
Module security scan
Sellers benefit from the use of a partner
Solution to run a security scan of their
Addons before the validation procedure for
distribution on the PrestaShop Marketplace.
In the event of a vulnerability, the Solution
notifies the Seller, who can then correct it.
Territory
All PrestaShop Solution and Marketplace distribution countries
2. Financial terms
Fixed fee
3.000 € EXL. VAT (three thousand euros excluding taxes)
Payment terms :
One-time payment. The Partner will receive an email with the terms of
payment and a link to pay online.
The invoice must be paid no later than 30 days after the Signature
Date.
3. PRESTASHOP Bank details
RIB
30004 01841 00010038304 83
IBAN
FR76 3000 4018 4100 0100 3830 483
PRESTASHOP | Terms and Conditions - Premium Seller | 10
APPENDIX 2 - OFFER ADVANTAGES
1. Elements to be provided by the Partner
The Partner shall provide PrestaShop in a timely manner with all editorial and graphic elements (texts, still or
animated images, logos, photographs, etc.) necessary for the promotion of its Module, in a format that allows
their reproduction.
Reciprocally, PrestaShop shall provide the Partner in a timely manner with all editorial and graphic elements
(texts, still or animated images, logos, photographs, etc.) necessary for the promotion of its Modules, in a
format allowing their reproduction.
2. Communication channels
- Internet
- Paper (brochures and presentation leaflets)
3. Promotional media involved
PRESTASHOP COMMITMENTS
Advantages
Period
Details
Modules
promotion
Throughout
subscription
PrestaShop, at its sole discretion, determines which Modules in
the Partner Catalog will be considered selected Modules and
eligible for its own campaigns.
Selected Modules are those that are recognized by the
PrestaShop community and/or team as "leading" Modules.
MARKETING ADVANTAGES
Advantages
Period
Details
Banner layout
on the
PrestaShop
Marketplace
48 hours during
Offer Period
This visibility presents one or more of the Seller's products
and is displayed on the PrestaShop Marketplace.
PRODUCT ADVANTAGES
Advantages
Period
Details
PRESTASHOP | Terms and Conditions - Premium Seller | 11
Reduced
commissions
Throughout
subscription
The Module is accessible from the Merchant's back office via
a 1-click download button for PrestaShop versions compatible
with the module.
BUSINESS ADVANTAGE
Advantages
Period
Details
Technical
support
Throughout
subscription
PrestaShop commissions are reduced for classic modules
(this benefit does not apply to the sale of Built For
PrestaShop Modules) according to the table communicated to
the Partner.
SUPPORT ADVANTAGE
Advantages
Period
Details
Technical
support
Throughout
subscription
The Partner benefits from a point of contact with the
PrestaShop technical teams for any support request.
PRESTASHOP | Terms and Conditions - Premium Seller | 12
APPENDIX 3 - USE OF PRESTASHOP BRAND
In accordance with the use of PrestaShop's intellectual property described in Article 10 of the GTC, the
Partner is authorized to use the following logos:
https://brand-library.prestashop.com/share/E9D5F5D7-5B08-4C71-BBCB6E9DCB887308/?viewType=grid
Any use of the PrestaShop brand and badges in any other form is prohibited and constitutes an infringement.
PRESTASHOP | Terms and Conditions - Premium Seller | 13
APPENDIX 4 - CONDITIONS SPECIFIC TO BUILT FOR
MODULES
ARTICLE 1. PURPOSE
PrestaShop Marketplace distributes various Modules. These include classic Modules and Built For
PrestaShop Modules.
Built For PrestaShop Modules must include the Account, Billing and Cloudsync APIs, at PrestaShop's
discretion.
Distribution of Built For PrestaShop Modules must be made under the AFL license reproduced in Appendix 5
or under another compatible license.
ARTICLE 2. PARTNER’S OBLIGATIONS
2.1 Modules development
The Partner or its Technical Service Provider undertakes to develop the Modules in accordance with the
Development Guide, as well as in compliance with good practice and the rules of the art.
If the development of the Modules is entrusted to a Technical Service Provider, the Partner ensures that this
Service Provider possesses all the required skills and complies with all the obligations of this Article.
The Partner acknowledges that any obfuscation of the source code of its Module is forbidden and undertakes to
choose an open source license compatible with the Solution in order to allow the distribution of its Module and its
use by Merchants.
If the Modules are to be distributed in several languages, the Partner is responsible for translating its Modules into
the languages of each country where they are to be distributed.
As a general rule, the Partner will at least translate its Modules into English.
The distribution of the Module will be carried out on the Territories available on the PrestaShop Marketplace and
chosen by the Partner.
To integrate the API Account(s), Billing and/or Cloudsync into its Modules, the Partner or its Technical Provider
must also refer to the documentation available at the following link: https://billing-docs.netlify.app.
2.2 Modules validation
Once the Modules have been developed, the Partner submits them to the validation tool (hereinafter
"Validation Tool") as indicated in the Development Guide accessible in Appendix 4.
PrestaShop does not accept Modules with technical, security and/or functional errors that could hinder the
proper functioning of the Solution.
Sellers benefit from the use of a partner solution to run a security scan on their Modules before submitting
them to the Validator Tool. In the event of a flaw, the Solution notifies the Seller, who must then correct it.
PRESTASHOP | Terms and Conditions - Premium Seller | 14
2.3 Quality control and module delivery
If the Module is validated by the Validation Tool, PrestaShop carries out the Quality Control procedure or has it
carried out by any service provider of its choice.
Modules pass the Quality Control when they do not present any security flaws that could hinder the proper
functioning of the Solution.
Any anomalies in the design and/or operation of the Modules identified after the Quality Control must be corrected
without delay by the Partner or its Technical Service Provider.
Delivery of Modules to PrestaShop must include:
(i) delivery of a stable, executable version of the Modules;
(ii) the source and object codes of the Modules;
(iii) documentation relating to the development (including technical specifications, detailed specifications
and commented code), installation and use of the Modules. All documentation submitted to PrestaShop
must be in English.
2.4 Co-operation
The Partner undertakes to cooperate with PrestaShop throughout the distribution of the Module.
The development and management of the Module may require information to be sent to achieve the necessary
technical configurations. In this respect, the Partner undertakes to contact the PrestaShop technical contact in
order to finalize the development of the Module. Failure to do so may result in the Module being rejected by
PrestaShop.
The Partner shall immediately notify PrestaShop of any malfunction that may be related to the integration of the
Module into the Solution, so that PrestaShop may proceed with its correction.
2.5 Corrective and evolutionary maintenance of the Module
The Partner undertakes to:
● take care of the curative and evolutionary maintenance of the Module ;
● make or have made, at its own expense and under its own responsibility, any corrections identified as
necessary for the proper operation of the Module.
In the event of design or operating anomalies affecting the Module which are likely to alter or hinder the proper
functioning of the Solution or to damage PrestaShop's image and reputation, PrestaShop may suspend the
distribution of the Module for the time necessary for the Partner to correct them.
2.6. Upgrading to later versions of the Solution
Built For Modules require at least version 1.7 of the Solution.
PrestaShop does not guarantee in any way the compatibility of the Module with subsequent versions of the
Solution.
PRESTASHOP | Terms and Conditions - Premium Seller | 15
The Partner further acknowledges that it is its responsibility to carry out or have carried out, at its own expense
and under its own responsibility, the developments necessary to upgrade the Module with subsequent versions of
the Solution.
2.7 Merchant Support
In the event that a Merchant encounters a technical or functional problem with the Module, the Partner must
provide support without delay.
PrestaShop does not respond to support requests from Merchants concerning the Module. The Partner or its
Technical Service Provider must respond to Merchants' requests concerning the Module that are addressed to it
via its Addons Account.
PrestaShop shall use its best efforts to communicate to the Partner any Merchant request related to its Modules
so that the Merchant can receive the appropriate support from the Partner.
2.8 Financial compensation
The Partner acknowledges that distribution of the Module entails payment of all the sums mentioned in Article 7 of
the Specific Conditions for Built For Modules.
ARTICLE 3. AVAILABILITY
PrestaShop will use its best efforts to make the download of the Modules accessible from its website 24 hours a
day, 7 days a week, without interruption other than those required for the curative or evolutionary maintenance of
the PrestaShop Marketplace.
PrestaShop does not provide any particular guarantee to the Partner as to the uninterrupted operation of the
PrestaShop Marketplace.
PrestaShop makes no commitment to results in terms of service levels, either in terms of intervention time or
correction time. PrestaShop's obligation in this respect shall be limited to an obligation of means.
PrestaShop cannot guarantee that any reported difficulties or incidents will be corrected.
ARTICLE 4. FINANCIAL TERMS
PrestaShop will receive a commission amounting to 25% (twenty-five percent) of the monthly subscription price
offered to Merchants for the use of the Built for Module.
For the sale of classic modules, PrestaShop will charge a reduced commission according to the table
communicated to the Partner.
Payment of the commission due to the Partner will be made by the payment service provider Stripe via the Billing
API. The Partner accepts that PrestaShop will collect all sums paid by the Merchants before paying the Partner on
a monthly basis the said sums, less the remuneration earned by PrestaShop.
The Partner acknowledges that it receives its remuneration on condition that the Merchant pays its subscription in
advance.
PRESTASHOP | Terms and Conditions - Premium Seller | 16
ARTICLE 5. INTELLECTUAL PROPERTY
5.1 No assignment of intellectual property rights
These T&Cs do not transfer ownership, the Partner and PrestaShop retain all their intellectual property rights. The
Partner thus retains full ownership of its Module, trademarks and logos.
5.2 PrestaShop Account, Billing and CloudSync API license
agreement
The Account, Billing and CloudSync APIs are distributed under the AFL license, reproduced in Appendix 5 of the
General Terms and Conditions. The Partner undertakes to comply strictly with the terms of this license.
PrestaShop grants the Partner only a non-exclusive license to use the API. PrestaShop, which remains the owner
of the rights attached to its APIs, may continue to use them freely.
The Partner acknowledges that this grant of the right to use the APIs does not in any way imply a transfer of the
APIs by PrestaShop to the Partner, nor shall it be considered as a waiver by PrestaShop of its intellectual property
rights.
The granting of the rights attached to the APIs Account, Billing and CloudSync is deemed to take place on the
date of acceptance of these T&Cs and for the entire duration of the T&Cs.
5.3 Granting of licenses by the Partner
In order to enable PrestaShop to perform the Services, the Partner grants PrestaShop, free of charge and
non-exclusively and for the entire duration of the contractual relationship, all the necessary rights to carry out any
computer operation for the purpose of reproducing, representing, broadcasting, distributing and promoting in all
forms and by all means known the Module on the website www.addons.prestashop.com.
5.4 Use of Module
Within the scope of the T&Cs, and for the entire term of performance, the Partner grants PrestaShop a non-exclusive
license to use the Module in order to enable PrestaShop to perform its obligations.
5.5 Consequences of termination
Upon termination of the contractual relationship for any reason whatsoever: (i) each of the parties shall
immediately cease to use the trademarks/logos of the other party and/or distribute its products and services; (ii)
the licenses referred to in this Article shall terminate; (iii) each of the parties undertakes to immediately cease all
representations or statements which might imply any relationship between them.
Furthermore, the consequences of the termination of the contractual relationship between PrestaShop and the
Partner as set out in the Partner Marketplace T&Cs remain applicable.
ARTICLE 6. PARTNER’S GUARANTEES
The Partner guarantees that its Module complies with the standards detailed in the Development Guide in
Appendix 1 and does not contain any virus or malware.
PRESTASHOP | Terms and Conditions - Premium Seller | 17
The Partner undertakes not to include in the description of the Module any element contrary to public order or
current regulations.
He declares and warrants to PrestaShop that he holds all rights, in particular intellectual property rights, necessary
for the performance of the T&Cs.
The Partner declares and warrants that it has taken all necessary and customary steps to ensure the ownership of
the rights necessary for the conclusion and performance of the T&Cs and that it has entered into or regularized the
assignment or licensing of rights with any third parties who may or could hold rights to all or part of the Module and
that, as a result, it has all the rights or authorizations necessary for the distribution of its Module.
The Partner declares and guarantees that its Module does not infringe or counterfeit any copyright, patent,
trademark or any other intellectual property right held by a third party.
In this respect, the Partner undertakes to fully indemnify and hold harmless PrestaShop against any and all
judgments, costs (including legal fees and expenses) and incidental expenses that may be incurred by
PrestaShop as a result of the inaccuracy of the representations and warranties provided in this Article.
The Partner shall immediately inform PrestaShop of any claim made by a third party relating to its Module so that
PrestaShop can take all necessary action.
ARTICLE 7. LIABILITY
7.1 Partner's liability
The Partner is solely responsible for the development of its Modules.
The Partner assumes full responsibility for any damage that may result from the use of its Module. In this respect,
the Partner undertakes to indemnify and hold harmless PrestaShop from and against any and all claims, costs and
expenses arising out of or in connection with any damage suffered by a Merchant as a result of the use of the
Partner's Module.
In no event shall PrestaShop be liable for any direct or indirect damages suffered by a Merchant as a result of the
use of the Module, such as, but not limited to, loss of profits, loss of opportunities, loss of customers, loss of data,
replacement costs or damage to image.
7.2 PrestaShop’s liability
PrestaShop's liability under the T&Cs shall be limited to direct damages resulting from anomalies that may be contained
in the Account, Billing and CloudSync APIs. Where applicable, PrestaShop's liability shall be limited to the malfunction of
these APIs. In no event shall PrestaShop be liable for any direct or indirect damages suffered by the Partner as a result
of improper integration or configuration of these APIs.
ARTICLE 8. PERSONAL DATA
8.1 Partner personal data
PrestaShop processes the personal data of the Partner's employees as part of the management of the contractual
relationship arising from these T&Cs.
8.2 Merchant personal data
PRESTASHOP | Terms and Conditions - Premium Seller | 18
Each Party is responsible for its own compliance with laws and regulations relating to the protection of personal
data. The T&Cs do not create any co-contracting or subcontracting relationship between the Parties.
To the extent possible, the parties agree :
● to comply with their obligations under laws and regulations relating to the protection of personal data ;
● to ensure that the declarations and notifications made comply with the laws and regulations relating to the
protection of personal data;
● to provide each other, on request, with copies of such declarations or notifications; and
● to take all appropriate technical and organizational measures against destruction, accidental or unlawful
loss, unauthorized disclosure, modification or access, or any other form of unauthorized data processing.
With regard to PrestaShop's respect for Merchants' personal data under the T&Cs, PrestaShop undertakes to
meet its obligation to inform Merchants. Similarly, the Partner undertakes to comply with its obligation to inform
Merchants.
PRESTASHOP | Terms and Conditions - Premium Seller | 19
ANNEXE 5 - ACADEMIC FREE LICENSE ("AFL") V. 3.0
This Academic Free License (the "License") applies to any original work of authorship (the "Original Work") whose owner (the
"Licensor") has placed the following licensing notice adjacent to the copyright notice for the Original Work:
Licensed under the Academic Free License version 3.0
1) Grant of Copyright License. Licensor grants you a worldwide, royalty-free, non-exclusive, sublicensable license, for the duration
of the copyright, to do the following:
a) to reproduce the Original Work in copies, either alone or as part of a collective work;
b) to translate, adapt, alter, transform, modify, or arrange the Original Work, thereby creating derivative works ("Derivative Works")
based upon the Original Work;
c) to distribute or communicate copies of the Original Work and Derivative Works to the public, under any license of your choice that
does not contradict the terms and conditions, including Licensor's reserved rights and remedies, in this Academic Free License;
d) to perform the Original Work publicly; and
e) to display the Original Work publicly.
2) Grant of Patent License. Licensor grants You a worldwide, royalty-free, non-exclusive, sublicensable license, under patent claims
owned or controlled by the Licensor that are embodied in the Original Work as furnished by the Licensor, for the duration of the
patents, to make, use, sell, offer for sale, have made, and import the Original Work and Derivative Works.
3) Grant of Source Code License. The term "Source Code" means the preferred form of the Original Work for making modifications
to it and all available documentation describing how to modify the Original Work. Licensor agrees to provide a machine-readable copy
of the Source Code of the Original Work along with each copy of the Original Work that Licensor distributes. Licensor reserves the
right to satisfy this obligation by placing a machine-readable copy of the Source Code in an information repository reasonably
calculated to permit inexpensive and convenient access by You for as long as Licensor continues to distribute the Original Work.
4) Exclusions From License Grant. Neither the names of Licensor, nor the names of any contributors to the Original Work, nor any
of their trademarks or service marks, may be used to endorse or promote products derived from this Original Work without express
prior permission of the Licensor. Except as expressly stated herein, nothing in this License grants any license to Licensor's
trademarks, copyrights, patents, trade secrets or any other intellectual property. No patent license is granted to make, use, sell, offer
for sale, have made, or import embodiments of any patent claims other than the licensed claims defined in Section 2. No license is
granted to the trademarks of Licensor even if such marks are included in the Original Work. Nothing in this License shall be
interpreted to prohibit Licensor from licensing under terms different from this License any Original Work that Licensor otherwise would
have a right to license.
5) External Deployment. The term "External Deployment" means the use, distribution, or communication of the Original Work or
Derivative Works in any way such that the Original Work or Derivative Works may be used by anyone other than You, whether those
works are distributed or communicated to those persons or made available as an application intended for use over a network. As an
express condition for the grants of license hereunder, You must treat any External Deployment by You of the Original Work or a
Derivative Work as a distribution under section 1(c).
6) Attribution Rights. You must retain, in the Source Code of any Derivative Works that You create, all copyright, patent, or
trademark notices from the Source Code of the Original Work, as well as any notices of licensing and any descriptive text identified
therein as an "Attribution Notice." You must cause the Source Code for any Derivative Works that You create to carry a prominent
Attribution Notice reasonably calculated to inform recipients that You have modified the Original Work.
7) Warranty of Provenance and Disclaimer of Warranty. Licensor warrants that the copyright in and to the Original Work and the
patent rights granted herein by Licensor are owned by the Licensor or are sublicensed to You under the terms of this License with the
permission of the contributor(s) of those copyrights and patent rights. Except as expressly stated in the immediately preceding
sentence, the Original Work is provided under this License on an "AS IS" BASIS and WITHOUT WARRANTY, either express or
implied, including, without limitation, the warranties of non-infringement, merchantability or fitness for a particular purpose. THE
ENTIRE RISK AS TO THE QUALITY OF THE ORIGINAL WORK IS WITH YOU. This DISCLAIMER OF WARRANTY constitutes an
essential part of this License. No license to the Original Work is granted by this License except under this disclaimer.
8) Limitation of Liability. Under no circumstances and under no legal theory, whether in tort (including negligence), contract, or
otherwise, shall the Licensor be liable to anyone for any indirect, special, incidental, or consequential damages of any character
arising as a result of this License or the use of the Original Work including, without limitation, damages for loss of goodwill, work
stoppage, computer failure or malfunction, or any and all other commercial damages or losses. This limitation of liability shall not
apply to the extent applicable law prohibits such limitation.
9) Acceptance and Termination. If, at any time, You expressly assented to this License, that assent indicates your clear and
irrevocable acceptance of this License and all of its terms and conditions. If You distribute or communicate copies of the Original
Work or a Derivative Work, You must make a reasonable effort under the circumstances to obtain the express assent of recipients to
the terms of this License. This License conditions your rights to undertake the activities listed in Section 1, including your right to
create Derivative Works based upon the Original Work, and doing so without honoring these terms and conditions is prohibited by
copyright law and international treaty. Nothing in this License is intended to affect copyright exceptions and limitations (including "fair
use" or "fair dealing"). This License shall terminate immediately and You may no longer exercise any of the rights granted to You by
this License upon your failure to honor the conditions in Section 1(c).
10) Termination for Patent Action. This License shall terminate automatically and You may no longer exercise any of the rights
granted to You by this License as of the date You commence an action, including a cross-claim or counterclaim, against Licensor or
any licensee alleging that the Original Work infringes a patent. This termination provision shall not apply for an action alleging patent
infringement by combinations of the Original Work with other software or hardware.
11) Jurisdiction, Venue and Governing Law. Any action or suit relating to this License may be brought only in the courts of a
jurisdiction wherein the Licensor resides or in which Licensor conducts its primary business, and under the laws of that jurisdiction
excluding its conflict-of-law provisions. The application of the United Nations Convention on Contracts for the International Sale of
Goods is expressly excluded. Any use of the Original Work outside the scope of this License or after its termination shall be subject to
PRESTASHOP | Terms and Conditions - Premium Seller | 21
the requirements and penalties of copyright or patent law in the appropriate jurisdiction. This section shall survive the termination of
this License.
12) Attorneys' Fees. In any action to enforce the terms of this License or seeking damages relating thereto, the prevailing party shall
be entitled to recover its costs and expenses, including, without limitation, reasonable attorneys' fees and costs incurred in connection
with such action, including any appeal of such action. This section shall survive the termination of this License.
13) Miscellaneous. If any provision of this License is held to be unenforceable, such provision shall be reformed only to the extent
necessary to make it enforceable.
14) Definition of "You" in This License. "You" throughout this License, whether in upper or lower case, means an individual or a
legal entity exercising rights under, and complying with all of the terms of, this License. For legal entities, "You" includes any entity
that controls, is controlled by, or is under common control with you. For purposes of this definition, "control" means (i) the power,
direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty
percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.
15) Right to Use. You may use the Original Work in all ways not otherwise restricted or conditioned by this License or by law, and
Licensor promises not to interfere with or be responsible for such uses by You.
16) Modification of This License. This License is Copyright © 2005 Lawrence Rosen. Permission is granted to copy, distribute, or
communicate this License without modification. Nothing in this License permits You to modify this License as applied to the Original
Work or to Derivative Works. However, You may modify the text of this License and copy, distribute or communicate your modified
version (the "Modified License") and apply it to other original works of authorship subject to the following conditions: (i) You may not
indicate in any way that your Modified License is the "Academic Free License" or "AFL" and you may not use those names in the
name of your Modified License; (ii) You must replace the notice specified in the first paragraph above with the notice "Licensed under
<insert your license name here>" or with a notice of your own that is not confusingly similar to the notice in this License; and (iii) You
may not claim that your original works are open source software unless your Modified License has been approved by Open Source
Initiative (OSI) and You comply with its license review and certification process.
PRESTASHOP | Terms and Conditions - Premium Seller | 22
