DAILYMOTION PRO SOLUTION ADVANCED PLAN

THIS DAILYMOTION PRO SOLUTION ADVANCED PLAN (“AGREEMENT”) IS GOVERNED BY FRENCH LAW AND SHALL APPLY TO THE USE OF DAILYMOTION PRO SOLUTION AND ANY RELATED FEATURES. BY NAVIGATING ON THE DAILYMOTION PROPERTIES OR USING DAILYMOTION PRO SOLUTION, AS AN INDIVIDUALOR AN ORGANIZATION, YOU SHALL BE CONSIDERED AS HAVING FULLY AND EXPRESSLY ACCEPTED ALL SPECIFIC AND GENERAL TERMS AND ANY CONDITIONS, POLICIES AND NOTICES AND MORE GENERALLY, ANY NOTIFICATIONS AVAILABLE ON THE DAILYMOTION PROPERTIES, INCLUDING IN PARTICULAR, BUT NOT LIMITED TO DAILYMOTION’S PRIVACY POLICY, TERMS OF USE, AND COOKIE POLICY (TOGETHER THE “DAILYMOTION POLICIES”). IF YOU NAVIGATE ON THE DAILYMOTION PROPERTIES OR USE THE DAILYMOTION PROPERTIES AS A LEGAL ENTITY, YOU WARRANT TO DAILYMOTION THAT YOU HAVE ALL RIGHTS, AUTHORIZATIONS OR POWERS NECESSARY TO AGREE TO THIS AGREEMENT FOR THE COMPANY, ASSOCIATION, PARTNERSHIP OR ANY LEGAL ENTITY ON BEHALF OF WHICH YOU ARE NAVIGATING ON THE DAILYMOTION PROPERTIES OR USING DAILYMOTION PRO SOLUTION AND/OR ON BEHALF OF WHICH YOU ARE CREATING AN ACCOUNT UNDER THE CONDITIONS SET FORTH HEREUNDER. IN SUCH EVENT, BY NAVIGATING ON THE DAILYMOTION PROPERTIES OR USING DAILYMOTION PRO SOLUTION, YOU SHALL BE CONSIDERED AS HAVING FULLY AND EXPRESSLY ACCEPTED THIS AGREEMENT AND ANY DAILYMOTION POLICIES ON BEHALF OF SUCH LEGAL ENTITY.

This Agreement forms a legally binding agreement between you (“Customer”, “you” or “your”) and Dailymotion SA (“DAILYMOTION”, “we”, “us”, or “our”) in relation to your use of the DAILYMOTION Service. Any reference to “DAILYMOTION” in this Agreement refers to “Dailymotion SA” located at 50, rue Camille Desmoulins 92130 Issy-les-Moulineaux France.

This Agreement consists of the Order Form (to which Exhibit A: Subscription Level Exhibit, and Exhibit B: Support Exhibit are attached), the Master Services Agreement, and the Service Level Agreement, and is made as of the date of acceptance of this Agreement online.

In the event of any inconsistency between the Order Form,the Master Services Agreement, the Service Level Agreement, the terms shall prevail in the following order of priority: (i) the Order Form; the Master Services Agreement; the Service Level Agreement.

Any term not defined herein shall have the definition associated to it in the Master Services Agreement.

Dailymotion and Customer may hereinafter be referred to, individually as a “Party” and collectively as the “Parties”.

ORDER FORM

This Dailymotion Pro Solution Order Form (the “Order Form”) shall be governed by and incorporated by reference into the terms of the Agreement by and between Dailymotion and the Customer concerning Customer’s use, and Dailymotion’s provision, of the Dailymotion Service as defined herein.

Trial Period Start Date: Dailymotion Pro Solution Advanced Plan Start Date:	Date on which this Agreement is accepted by Customer. 14 days after the Trial Period Start Date.
Subscription Level:	Advanced Plan Subscription Please refer to Exhibit A for details.
Support Level selected:	Advanced Support For additional information on these Support levels, please refer to Exhibit B.

Special Terms:

Free Trial Period: Customer can either choose to subscribe directly to a paid plan or try a 14 day free trial of a paid plan. If Customer subscribes to the free trial of the paid plan, such free trial shall commence on the Trial Period Start Date and shall terminate after 14 days unless earlier terminated as described herein (the “Trial Period”). At any point during the Trial Period, Customer may provide its payment method to stop the Trial Period and start a paid plan. If Customer does not provide its payment method by the expiration of the Trial Period, Customer may still login to its Customer Account without the ability to use the features of the DAILYMOTION Service.

Acceptance of the Agreement: The date of Customer’s acceptance of this Agreement online shall be considered the “Effective Date” of this Agreement. Upon the Effective Date, Customer is considered to have agreed and acknowledged all of the terms and conditions corresponding to each of the tools and features of the Dailymotion Pro Solution contained herein.

Duration: Customer shall benefit from the Dailymotion Pro Solution Starter Plan which shall commence on the date of acceptance of the Agreement and which shall terminate on the later of (i) the end of the Trial Period or (ii) the effective termination date of Customer’s Dailymotion Pro Solution Starter Plan as provided herein (the period from the Effective Date until such termination date shall be known as the “Subscription Period”). Unless terminated in accordance with this Agreement, Customer’s subscription to the paid plan shall automatically renew for the same period of time, and Customer shall be charged the then applicable Subscription Fee for the renewal period (more details below).

Fees: During the Subscription Period, Customer shall pay the Subscription Fee based on the plan the Customer chooses. Any changes to the Subscription Fee will only apply upon the automatic renewal of the Customer’s subscription after the end of the current billing period. The most recent version of the pricing plan shall always be available through the Dailymotion website (currently listed at pro.dailymotion.com/en/pricing/). In the event the Customer is late in paying the Fees, or if the payment method chosen by the Customer fails, Customer’s subscription will be put on past due and Dailymotion reserves the right to cancel such subscription with an immediate effect and/or charge Customer the maximum late fees permissible under applicable law.

Billing Period: Customer shall be billed based on the price applicable at the time of subscription or renewal as listed on the Dailymotion website (currently available on pro.dailymotion.com/en/pricing/), and according to the payment frequency chosen by the Customer.

Reaching Limits: Once Customer reaches any of the limits described in Exhibit A, the Overage Charges, the most recent version of which are available here shall apply. Any changes to the Overage Charges during the current billing cycle will only take effect upon the renewal of the Customer’s subscription after the current billing period ends.

Adjusting Limits: At any time during the Subscription Period, Customer may increase the Bandwith, Hosting, Encoding and AI Computing limits available at Exhibit 1 with an immediate effect and review the new applicable fees through the pricing calculator available at pro.dailymotion.com/en/pricing/. Customer may increase the said limits up to the maximum thresholds available at the pricing configurator at pro.dailymotion.com/en/pricing/. In the event Customer increases the above-mentioned limits after exceeding any of the limits, Customer shall still incur the Overage Charges for the period of time of the excessive usage prior to the limit increase. For sake of clarity, Customer may again incur Overage Charges if Customer’s use reaches the new higher limit.

Termination: Customer may terminate the Agreement at any time by choosing to cancel its subscription directly within the Customer HQ provided that such termination will only take effect at the end of the then current billing period and no amounts already paid by the Customer for the current billing period will be refunded. Once the Agreement is terminated, any Content uploaded by the Customer will be deleted within 30 days of the effective termination date.

Modification of these Terms: Dailymotion may revise the Agreement from time to time and the most current version will always be posted on a dedicated area of the Dailymotion Properties. Customer should review the Agreement on a regular basis.  Amendments to the Agreement will not apply retroactively and will become effective 7 (seven) days after posting.  However, Dailymotion may also in its sole discretion notify Customer of material changes to the Agreement by emailing Customer with the new Agreement to the email address associated with Customer’s Dailymotion Pro Solution account. Such specific amendments to new functionality or legal amendments will be effective immediately upon notice. In the event Dailymotion revises the applicable Fees, such change will take effect at the end of the existing billing cycle. By not terminating its subscription to the Dailymotion Pro Solution after amendments become effective, Customer implicitly agrees to be bound by the amended terms. If Customer does not agree to the new terms, the Customer’s only recourse is to terminate its subscription to the Dailymotion Pro Solution. THE CUSTOMER’S FAILURE TO TERMINATE ITS SUBSCRIPTION TO THE DAILYMOTION PRO SOLUTION FOLLOWING THE EFFECTIVE DATE OF THE AMENDMENTS TO THE AGREEMENT CONSTITUTES BINDING ACCEPTANCE OF ALL AMENDMENTS.

Legal Terms:

This Order Form is governed by the Dailymotion Pro Solution Master Services Agreement available at https://legal.dailymotion.com/en/pro-solution-msa/ and the Service Level Agreement (SLA) available at https://legal.dailymotion.com/en/pro-solution-sla/.

EXHIBIT A: SUBSCRIPTION LEVEL EXHIBIT

Advanced Plan Subscription

During the Subscription Period, Customer shall be entitled to:

2000 GBs of Bandwidth per month (the “Bandwidth Limit”).

1000 GBs of Hosting in total (the “Hosting Limit”)

4800 minutes of Encoding (the “Encoding Limit”)

1 hour AI Computing per month (the “AI Computing Limit”)

1 User (the “User Limit”) OR (the “Included Users”).

1 Account: 1 Master Account (the “Account Limit”) OR (the “Included Accounts”).

Customer Support Services: Advanced Support level package, as described in the Exhibit B: Support Exhibit

Service Level Agreement: As set forth on the attached Service Level Agreement.

EXHIBIT B: SUPPORT EXHIBIT

Advanced Support

Availability	Critical Issues : 24/7 Other Issues: during Business Hours Business Hours: Monday – Friday, 9AM – 6PM (Customer’s Local Time Zone)
Response Time	Critical Issues: within 1.5 hours Important Issues: within 3 hours Other Issues: within 6 hours
Definitions	“Critical Issues” are those where Customer experiences critical loss of significant publishing availability specific to a live production player. “Important Issues” are those where the Video Player is operational, but Customer experiences blocking issues regarding expected publishing capabilities specific to a live production player (e.g., relating to uploads, U/I activity, specific players). “Other Issues” are all issues which are not defined as Critical or Important (including general queries).
Support Channel	Email, at any time, during business hours or via web-based submission, at any time.
Number of Named Contacts	All issues must be submitted by registered users of the Dailymotion Pro Solution;Customer shall use good faith in identifying the severity of issues submitted to Dailymotion;
*Dailymotion Contacts*	Fill in the form https://faq.dailymotion.com/hc/requests