Specific Terms for Live Internet Video Exchange Service

These Specific Terms for Live Internet Video Exchange (“LIVE”) Service which both the Company (as defined in clause 4 hereof) and the Customer agrees to be bound by, are incorporated into and made a part of the master services agreement and/or other general terms and conditions for the provisioning of services by the Company to the Customer (the “Service Agreement”). Any capitalized terms used herein, and not otherwise defined shall have the meaning set forth in the Service Agreement.

1. Service Description

1.1 The Company agrees to provide Live Internet Video Exchange Service (“Service”) to the Customer. It is a video stream delivery service via the Company’s cloud System as defined in clause 2.1.

1.2 The Service shall support options of Protected Ingress or Unprotected Ingress of RIST, SRT and Zixi Video Streams from a Non-LIVE Appliance, LIVE Edge Appliance or LIVE Gateway Appliance.

1.3 The Service shall support options of Protected Egress or Unprotected Egress of RIST, SRT and Zixi Video Streams to a Non-LIVE Appliance, LIVE Edge Appliance or LIVE Gateway Appliance.

1.4 The Service shall support stream transmission from the Stream Input Port to the Stream Output Port via Internet and the Company’s cloud System. For the avoidance of doubt, Internet access and the terminating appliances at customer premises are not part of the Service.

1.5 The Service shall be self-provisioned by the Customer via the LIVE Service Portal. For the avoidance of doubt, the Service is defined by the Portal Service Configuration set up by the Customer and the System Availability shall be measured against the Service thus defined by the Customer.

1.6 The Company is responsible for supporting the video stream delivery only, and the Customer shall at its own costs and expenses be responsible for obtaining and maintaining any other facilities, networks, licenses, permits, consents and rights to use the content that are required to carry, use, deliver, distribute, broadcast or perform any other forms of manipulations to the content at the various source and destination locations.

1.7 The Customer shall be charged based on the SPUs, the Ingress Traffic and Egress Traffic for a Service (as defined in clause 5 hereof).

1.8 Provisioning of the Service may involve housing of LIVE Edge Appliance and/or other equipment at the Customer’s Premises (“CPE”) at the end locations. The Customer is required to provide secure rack space and well-conditioned facilities to house and operate the CPE, including but not limited to the power supply, air conditioning, security, etc. It is also the Customer’s responsibility to return the functioning CPE to the Company without any damages, immediately after termination of the Service, or pay for an amount equivalent to the CPE value in lieu.

1.9 The Customer acknowledges and agrees that the CPE installed under this Agreement is not dedicated for exclusive use by the Customer or for the Service unless otherwise agreed by both Parties. Where applicable, the Company may use the same CPE to serve other customers.

1.10 For the avoidance of doubt, the Company exercises no control over and expressly disclaims any liabilities arising from any content, data or information transmitted or maintained through the Service.

1.11 In addition to the provisions relating to suspension of Service and termination in the Service Agreement, the Company may suspend or terminate the Service, effective upon notice, should the use of the Service or any content, information or materials transmitted by the Customer or any end users, directly or indirectly, actually or allegedly (i) violate any Applicable Laws; (ii) infringe, constitute unauthorized use or involve misappropriation of any trade secrets or Intellectual Property Rights of the Company or any third party; (iii) be used for or involved in any defamatory, threatening or obscene purpose or in violation of this Agreement and the Acceptable Use Policy (as amended from time to time).

2. System Availability Guarantee

2.1 The System is defined as the Cloud Nodes and associated Cloud Backbone Connectivity between regional Cloud Nodes which are used to support the Service.

2.2 The System is deemed unavailable when one of the following incidences occurs:

(a)    The Pre-defined Cloud Nodes of a Service fail, and no Alternative Cloud Nodes are available to support the Service;

(b)    The Cloud Backbone Connectivity fails or is not sufficient to support the Service; or

(c)   For a Protected Service where Redundant Cloud Nodes are used, when one or both of the Cloud Nodes fail, and no Alternative Cloud Nodes are available to support the Protected Service with Redundant Cloud Nodes.

2.3 The System Availability of a Service is defined as the percentage of the total time the System is available to support the Service divided by the total time of the Service.

2.4 The System Availability Guarantee for a Service is 99.99% (ninety-nine point ninety nine per cent) for Protected Service (with Protected Ingress and Protected Egress), and 99.9% (ninety-nine point ninety nine per cent) for Unprotected Service.

2.5 In the event that the Company fails to meet the System Availability of a Service, the Customer is entitled to the Credit as the sole and exclusive service performance remedy. The amount of Credit is calculated as follows:

Service Type	System Availability for the Service	Credit (% of the Service Charge for the Service)
Protected Service	>= 99.50 and <99.99%	10%
	>= 99.00 and <99.50%	15%
	<99.00%	30%
Unprotected Service	>= 99.0 and <99.9%	5%
	>= 95.0 and <99.0%	10%
	<95.0%	15%

2.6 The Company’s maximum liability under this clause 2 shall in no event exceed thirty percent (30%) of the Service Charge of the Service.

2.7 The Customer acknowledges that the records of the Company are the sole conclusive evidence of the level of System Availability for the Service.

2.8 Any fault or interruption of the Service will not be a System Unavailability if caused by any of the following events:

(a)    Force Majeure Event;

(b)    Scheduled Maintenance;

(c)    any suspension of the Service in accordance with the Service Agreement;

(d)    power plant failure at the premises of the Company or any third party;

(e)    interruption to the Service agreed by the Company and the Customer;

(f)    fault or failure of Non-LIVE Appliance or LIVE Edge Appliance at customer premises; or

(g)    weather constraints which include but not limited to thunderstorms, black rain storms, typhoon warnings and any weather conditions which may affect the safety of the Company’s staff carrying out repair restoration duties.

2.9 Unless otherwise agreed by the Parties in writing, the liabilities of the Company to the Customer for failure to achieve the System Availability and provisioning of the Services shall be governed by the provision relating to credits in the Service Agreement and clause 3 of these Specific Terms.

3. Credit

3.1 The Customer shall be entitled to claim for the Credit if the Company fails to meet the System Availability for the Service set out in clause 2 above.

3.2 Any Credit shall be reflected in the subsequent invoice issued by the Company for the Service after the occurrence of the failure.

3.3 The Credit shall be calculated by reference to the records held by the Company which shall be the sole conclusive evidence of the System Availability achieved by the Company.

3.4 As a condition of entitlement to the Credits, the Customer shall cooperate with the Company in addressing any reported Service problems as required by the Company.

3.5 Subject to clauses 2.7, 2.8, 2.9, 3.2 and 3.3 above, all Credit claims shall be made to the Company within thirty (30) days of the relevant invoice date otherwise the invoice shall be deemed to have been accepted by the Customer.

3.6 Credits are not assignable nor transferrable.

3.7Any claim for a Credit must comply with the requirements set out in these Specific Terms. If Customer fails to make a claim in accordance with such requirements, Customer is taken to have unconditionally and irrevocably waived its right to claim the Credit.

3.8Any disputes on Credit rebate shall be handled in accordance with the Service Agreement.

4. Definitions

In these Specific Terms, the following terms shall mean the following:

“Alternative Cloud Node”: means a Cloud Node which is used to restore a Service when a Pre-defined Cloud Node fails to support a Service.

“Cloud Backbone Connectivity”: means the fibre network capacities connecting the Cloud Nodes for supporting the Live Internet Video Exchange service.

“Cloud Nodes”: means that software and hardware cloud resources in different regional locations dedicated for video stream delivery of the Live Internet Video Exchange service.

“Company”: means the service providing company that has entered into the Agreement with the Customer, as more particularly specified in the Service Agreement and the relevant Order Form.

“Credit”: means a deduction of a certain percentage sum calculated in accordance with clause 2 in accordance with the terms of these Specific Terms.

“Egress Traffic”: means the volume of stream traffic measured in Gbytes outgoing from a Stream Output Port.

“Ingress Traffic”:means the volume of stream traffic measured in Gbytes incoming to a Stream Input Port.

“LIVE Edge Appliance”:means the equipment at Customer Premises (“CPE”) provided either by the Customer or by the Company, used as the terminating equipment for the Service, with installation of specific client software provided by the Company for Live Internet Video Exchange services. The specific client software provided by the Company is available to download by end-users and is subject to the End User License Agreement (as amended from time to time) in Appendix 1.

“LIVE Gateway Appliance”: means the equipment set up at the Company’s premise, used as a gateway for the Cloud Nodes, with installation of specific client software provided by the Company for Live Internet Video Exchange services.

“LIVE Service Portal”:means the self-service web portal accessible by the Customer via public Internet where the Customer can configure and self-provision a Service.

“Non-LIVE Appliance”: means the equipment at Customer Premises (“CPE”) provided by the Customer, used as the terminating equipment for the Service, without installation of specific client software provided by the Company for Live Internet Video Exchange services.

“Portal Service Configuration”: means the configuration of a Service as defined by the Customer via the LIVE Service Portal.

“Pre-defined Cloud Nodes”: means the Cloud Nodes selected by the Customer in a Portal Service Configuration for receiving the source stream or sending the stream to the destinations.

“Protected Egress”: means the Service is configured in a way with the video stream output from more than one Cloud Nodes as resilience.

“Protected Ingress”: means the Service is configured in a way with the video stream going into more than one Cloud Nodes as resilience.

“Protected Service”: means a Service which is configured with Redundant Cloud Nodes for both Ingress and Egress.

“Redundant Cloud Nodes ”: means two or more Cloud Nodes that are configured to receive or transmit the same stream for resilience purpose.

“Service Charge ”: means the charges payable by the Customer to the Company in respect of the Service (less any discount, where applicable, given by the Company to the Customer).

“Scheduled Maintenance ”: means those activities which the Company may undertake to the System by giving a reasonable written notice to the Customer.

“Stream Output Port ”: means the output port on a Cloud Node or a LIVE Edge Appliance or a LIVE Gateway Appliance.

“Stream Input Port ”:means the input port on a Cloud Node or a LIVE Edge Appliance or a LIVE Gateway Appliance.

“SPU”: means a Stream Port Unit which is used for service charge calculations when a Stream Input Port or a Stream Output Port is used during provision of a Service.

“System”: means the Cloud Nodes and associated Cloud Backbone Connectivity between regional Cloud Nodes which are used to support the Service.

“System Availability”: means the percentage of the total time the System is available to support the Service divided by the total time of the Service and is calculated as follows:

(Total number of minutes of a Service-Number of minutes the System is unavailable for a Service) x100%

Total number of minutes of a Service

“System Unavailability”: means the total duration of the System being unavailable for a Service as defined in clause 2.2.

“Unprotected Egress”: means the Service is configured in a way that the video stream output from only one Cloud Node with no resilience.

“Unprotected Ingress”: means the Service is configured in a way that the video stream going into only one Cloud Node with no resilience.

APPENDIX 1

END USER LICENSE AGREEMENT

(Version 2.1, October 2022)

This End User License Agreement (this “EULA”) is applicable to the end use of Company’s and/ or Third Party Supplier’s computer programs, such as, but not limited to, all upgrades, updates, patches, bug fixes, firmware and copies thereof, as well as all documentation, such as technical specifications and usage materials, related thereto (collectively “Software”), which is obtained from or otherwise made available, directly or indirectly, by Company and/or its Third Party Supplier.

By downloading, installing or using the Software, you, as an end user, customer, or licensee (“End User”), understand and agree that any and all use of the Software is subject to the compliance with this EULA to the extent no other particular terms and conditions have been agreed between End User, Third Party Supplier and Company regarding the provision of the Software (“Particular Conditions”).

1. Software License

2. 1. The Software, including any renewals, extensions, or expansions thereof, shall be subject to the licensing terms and conditions set forth in this Section 1, or otherwise made available by Company and/or Third Party Supplier in connection with End User’s use of the Software.

   2. Company and/or Third Party Supplier grants End User a personal, non-exclusive, non- transferable, non-assignable, non-sublicensable, limited, and revocable license to use the Software solely for the purpose of communicating with Company’s product and service Live Internet Video Exchange. The Software is solely for the use by End User and its temporary staff, subcontractors or agents (each a “Contractor”) acting on End User’s behalf, provided (a) such Contractor is not an entity conducting business in competition with Company and/or Third Party Supplier and (b) End User will be and remain liable for Contractor’s compliance with this EULA and any Particular Conditions.

   3. No license whatsoever is granted for any Company and/or Third Party Supplier source code or any other proprietary technology and Company and/or Third Party Supplier has no obligation to disclose such source code or other proprietary technology.

   4. End User shall not, and shall not attempt to or permit others to, (a) copy, reproduce, alter, modify, deface, disclose, distribute or change the Software or any part thereof;

(b) examine, decompile, reverse engineer, modify, create derivative works of or otherwise gain access to the source code of any part of the Software; (c) assign, resell, distribute, sublicense, market, lease, promote or transfer any part of the Software; (d) delete, remove, obscure or mask any such copyright or proprietary notices of Company and Third Party Supplier or its suppliers; or (e) use the Software in any way that is against the law or to create or propagate malware.

   2. Intellectual Property Rights

1. 1. End User acknowledges and agrees that the Software is licensed only and not sold to End User and that no ownership interest in any intellectual property rights shall transfer from Company and/or Third Party Supplier to End User by downloading or using the Software or otherwise under this EULA. Any intellectual property rights in the Software or any part thereof, including all translations, compilations, derivative works and copies thereof and any results of development work relating to the Software remain with Company and/or Third Party Supplier or its suppliers/licensors, as the case may be. Company and/or Third Party Supplier may incorporate the results of any developmental work into the Software for use, license, lease, or other disposition.

   2. The Software shall be treated as proprietary and as a trade secret of Company and/or Third Party Supplier or its suppliers/licensors and be subject to confidentiality. End User agrees to take the same precautions and care in the handling and use of the Software as it would with its own proprietary software and in no event less than a reasonable degree of care. Any confidential and/or proprietary information of Company and/or Third Party Supplier shall only be used in conjunction with End User’s authorized use of the Software and may not be disclosed to third parties without Company and/or Third Party Supplier’s prior consent. End User shall safeguard such confidential and/or proprietary information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its most sensitive information and in no event less than a reasonable degree of care.

   3. Company and/or Third Party Supplier may at its sole discretion place and/or embed appropriate copyright notices and/or proprietary notices on the materials supplied with the Software and in the Software.

    3. Export Control

1. 1. End User acknowledges that the Software may contain technology that is subject to export control and trade sanctions laws in the European Union, United Kingdom or the United States and may be subject to such laws of other countries (the “Export Control Legislations”). End User shall fully comply with the Export Control Legislations and End User warrants that it shall not export, resell, market, lease or promote any part of the Software, directly or indirectly transfer any technical data acquired from Company and/or Third Party Supplier or use the Software to provide services in violation of the Export Control Legislations. End User shall be solely responsible for compliance with the Export Control Legislations applicable to End User and the Software when re- exporting the Software.

   2. Notwithstanding anything to the contrary, company and third party supplier reserves the right to modify or withdraw the software and the license hereunder without prior notice at its sole discretion without any penalty or liability if it reasonable expects that the contemplated transaction would violate any part(s) of the export control legislations.

   4. Warranty

1. 1. To the fullest extent allowed by applicable laws and except where expressly provided otherwise by company and third party supplier, the software is provided to end user on an “as- is” and “as available” basis with no warranty of any kind and end user’s use of the software is at end user’s own risk.

   2. Third party supplier and/or company hereby disclaims all warranties, whether express, implied or statutory, regarding the software, including but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title and non- infringement and all warranties arising from course of dealing, usage or trade practice. Third party supplier and/or company does not warrant that the software, or end user’s use thereof, will work as intended, will be uninterrupted or error- free or that any products or results of the use thereof will be free of defects, will be safe for or compatible with intended users. Third party supplier and/or company does not warrant that defects will be corrected or that the software (i) is free of viruses, harmful code or other harmful components, (ii) will be compatible with any software, system or other services, (iii) will be free from communication disruptions or failures, (iv) will be accurate, complete or secure. Third party supplier and/or company

      Does not warrant that any information or content of end user, including digital information or content stored or transmitted by way of the internet, a network or wireless network will not be subject to damage, corruption or loss.

   3. Without limitation, no liability for third party supplier and/or company shall apply with respect to:

      1. Faults caused as a result of end user’s use of the software other than in accordance with the instructions provided by third party supplier and/or company, or negligence on the part of end user, end user’s staff or third party, or as a result of accidents or other circumstances beyond the control of third party supplier and/or company;

      2. Faults caused as a result of use of the software with external equipment, spare part, or accessories other than as prescribed or approved by third party supplier and/or company;

      3. Faults caused as a result of alterations or internal adjustments of the software by end user not in accordance with company and/or third party supplier’s instructions or approval; or

      4. Faults caused due to end user’s failure to update or upgrade the software, as applicable, in accordance with the instructions provided by third party supplier and/or company.

      5. Liability and Limitation of Liability

1. 1. To the fullest extent allowed by applicable laws, in no event shall company and third party supplier be liable to end user or any third party for any indirect, special, incidental, consequential or punitive damages, including without limitation loss of profits or other financial loss or economic advantage, any loss or inaccuracy of data, any damages from errors or omissions, unintended results, failure to work as intended, viruses, harmful code or other harmful components, incompatibility with software, systems or services, inaccuracies, incompleteness, communication disruptions or failure or any unauthorized disclosure, intentional intrusion or any delay, failure, interruption or corruption of data or other information transmitted in connection with use of the software) arising out of or in connection with this eula. Company and/or

      Third party supplier’s maximum aggregate liability for claims arising from this eula shall be limited to an amount of eur 5,000.

     6. Term, Termination and Survival

1. 1. This EULA is effective on the earliest date of End User’s first download, first use or first installation of the Software and shall continue in force as long as End User uses the Software for communicating with Company’s product and service Live Internet Video Exchange.

   2. This EULA and all licenses to the Software granted to End User shall terminate automatically upon any material failure by End User to comply with any terms of this EULA. Should End User be in any other breach of this EULA, Third Party Supplier and/or Company may terminate this EULA immediately upon notice to End User.

   3. If this EULA is terminated or expired, End User’s license granted hereunder shall terminate and End User shall have no further rights or access to the Software. The foregoing notwithstanding, any terms intended to survive termination will remain in effect and the termination of this EULA shall not abridge End User’s obligation to enforce Company and Third Party Supplier’s rights with respect to any license granted hereunder.

   4. Upon termination or withdrawal of this EULA, End User shall, at the choice of Third Party Supplier and/or Company, delete or return all copies and back-up copies of the Software and other documentation and materials relating to the Software in End User’s possession to Third Party Supplier and/or Company. In case of deletion, End User shall upon Third Party Supplier and/or Company’s request submit a written certificate that the deletion has been completed.

     7. Governing Law and Disputes

1. 1. This EULA shall be governed by and construed in accordance with the laws the Agreement, and any matter, claim or dispute arising out of or in connection with this EULA, shall be resolved in accordance with the jurisdiction and dispute resolution clause in the Agreement.

   2. In case this EULA or any part of it is assigned or transferred to a third party, such third party shall automatically be bound by this clause.

     8. General Provisions

1. 1. End User may not, fully or partially, assign or pledge any of its rights or obligations under this EULA without the prior written consent of the Company and Third Party Supplier. Company and Third Party Supplier may, fully or partially, assign or pledge any of its rights or obligations under this EULA to any affiliated company.

   2. Each party will comply with all laws and regulations applicable to their respective obligations under this EULA. Company and/or Third Party Supplier may restrict the availability of the Software in any particular location or modify or discontinue features to comply with applicable laws and regulations.

   3. If End User uses the Software in a location with local laws requiring a designated person or entity to be responsible for collection of data about individual end users and transfer of data outside of that jurisdiction, End User acknowledges that End User is the person or entity responsible for complying with such laws.

   4. Company and Third Party Supplier may at any time and at its sole discretion modify these terms by posting revised or additional terms and conditions in connection with any update or upgrade of the Software and End User’s continued use of such Software shall be deemed End User’s conclusive acceptance of the modified terms.