DAILYMOTION PRO – MASTER SERVICE AGREEMENT 

THE DAILYMOTION PRO MASTER SERVICE AGREEMENT (“MSA”) IS GOVERNED BY FRENCH LAW AND SHALL APPLY TO THE USE OF THE DAILYMOTION PRO SERVICE AND ANY RELATED FEATURES. BY NAVIGATING ON THE DAILYMOTION PROPERTIES OR USING THE CLIENT FEATURES AVAILABLE, AS AN INDIVIDUAL OR 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 THESE TERMS FOR THE COMPANY, ASSOCIATION, PARTNERSHIP OR ANY LEGAL ENTITY ON BEHALF OF WHICH YOU ARE NAVIGATING ON THE DAILYMOTION PROPERTIES OR USING THE DAILYMOTION PRO SERVICE 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 THE DAILYMOTION PRO SERVICE, YOU SHALL BE CONSIDERED AS HAVING FULLY AND EXPRESSLY ACCEPTED THESE TERMS AND ANY DAILYMOTION POLICIES ON BEHALF OF SUCH LEGAL ENTITY.

This MSA forms a legally binding agreement between you (“CLIENT”, “you” or “your”) and DAILYMOTION SA (“DAILYMOTION”, “DM”, “we”, “us”, or “our”) in relation to your use of the DAILYMOTION PRO Service as defined hereunder. Any reference to “DAILYMOTION” in this MSA refers to “DAILYMOTION SA” located at 50 Rue Camille Desmoulins, Issy-les-Moulineaux 92130, France.

The DAILYMOTION PRO Agreement consists of  this MSA, the Order Form, Service Level Agreement (“SLA”), and any of the following Exhibits if applicable: Exhibit A: Ads-Free Video Player Service Exhibit, Exhibit B: Ads-Supported Video Player Service (Exclusive DM sales rights) Exhibit, Exhibit C: Ads-Supported Video Player Service (Non-Exclusive DM sales rights)Exhibit, and Exhibit D: Website Monetization Feature Exhibit (collectively, the “Agreement”).

DAILYMOTION and CLIENT may hereinafter be referred to individually as a “Party” and collectively as the “Parties”.

INTRODUCTION

DAILYMOTION operates a video-hosting website available at www.DAILYMOTION.com,, enabling users to access, play, stream, upload, store, and share videos across the Internet and other platforms, including mobile phones, tablets, IPTV, and future technologies.

DAILYMOTION also offers advanced services, which allow CLIENTs to personalize and embed the DAILYMOTION Video Player on their websites and apps, stream audiovisual content with or without advertising, and efficiently manage storage, upload, administration, and broadcasting needs. As part of the DAILYMOTION PRO Service, CLIENT can access features such as the Ads-Supported Video Player Service and the Website Monetization tools, along with any current or future functionalities provided by DAILYMOTION to optimize the exploitation of CLIENT’s audiovisual content. All related Order Forms and exhibits are governed by this Agreement, which the Parties mutually agree to uphold.

In consideration of the mutual agreements and covenants set forth below, the Parties agree as follows:

GENERAL TERMS

DEFINITIONS

Unless otherwise specifically provided, and in addition to the other capitalized terms defined in this Agreement, the following terms shall have the meanings set forth below:

“Ads-Free Video Player Service”: has the meaning set forth in Exhibit A below.

“Ads-Supported Video Player Service”: means a service through which CLIENT is able  to upload CLIENT’s own audio-visual Content onto the CLIENT Accounts and allowing CLIENT to monetize the Content on the DAILYMOTION PRO Service and to record and share the corresponding revenues generated by the Advertising, as further described in Exhibit B and/or Exhibit C below.

“Advertising”: means Display Advertising together with In-stream Advertising.

“Additional Fees”: means any and all applicable additional fees that may be due by CLIENT depending on CLIENT’s actual use of the corresponding DAILYMOTION PRO Service above the limits defined in the Order Form and may include but are not limited to: the Additional Plays, the additional Accounts, the additional log-ins, Hosting space, Bandwidth and Encoding. The Additional Fees do not include the DAILYMOTION PRO Subscription Fee nor the Onboarding Fee which are due separately.

“Ad Impression(s)”: means each instance where an advertisement is served and displayed within the Video Player on the Content available on CLIENT Properties, DAILYMOTION Properties and/or Third-Party Properties as applicable, such that the advertisement is viewed by an end user.

“Add-on Service(s)”: means optional supplementary services or features available as part of the DM Pro Offering(s) provided by DAILYMOTION, which CLIENT may elect to subscribe to in addition to the primary services that make up the DM Pro Offering(s), as specified in the applicable Order Form.

“Affiliate(s)”: means an individual or an entity that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with one of the Parties.  For purposes of this definition, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Party, whether through the ownership of voting securities, by contract or otherwise.

“Auto-Generated Subtitles Service”: means the paid service that allows automatic transcription of the Content’s audio narrative into a written form on such Content.

“Auto-Generated Metadata Service”: means the paid service that provides automatic generation of titles, descriptions, and hashtags for the Content based on its video transcript.

“Bandwidth”: means the total amount of GBs transferred by DAILYMOTION in connection with CLIENT’s use of the Video Player.

“Bandwidth Limit”: means the maximum number of gigabytes transferred by DAILYMOTION in connection with CLIENT’s use of the Video Player for CLIENT Account for the term year without incurring Overage Charges.

“Billable Encoding Limit”: means the actual number of minutes of CLIENT’s Content that are processed by DAILYMOTION through the Encoding process, as defined herein, during the term year without incurring Overage Charges.

“Claims”:  means claims, suits, demands damages, losses, liabilities, obligations, legal actions, cost or debt and expenses (including but not limited to attorney’s fees).

“CLIENT Account(s)” or “Account”: means jointly the CLIENT Master Account together with any CLIENT Sub-Accounts associated to it.

“CLIENT HQ” or “Dailymotion Studio”: means the dashboard available from each of the CLIENT Accounts which allows CLIENT to manage the CLIENT Accounts and CLIENT’s Content and to access to various account management features which may include: management of CLIENT’s playlists, access to CLIENT statistics, registration of CLIENT Properties, and adjustments and selection of additional settings related to the CLIENT Accounts.  The CLIENT HQ of the CLIENT Master Account allows access to data and management tools applicable to all CLIENT Sub-Accounts, whereas the CLIENT HQ of an individual CLIENT Sub-Account allows access to data and management tools applicable only to such CLIENT Sub-Account.

“CLIENT Master Account”: means CLIENT’s main account, accessible at the CLIENT Master Account URL, from which CLIENT can manage all CLIENT Sub-Accounts, if any. The CLIENT Master Account serves as the main Content storage space and shall notably have accessible information through the CLIENT HQ regarding the total number of items of Content available on all CLIENT Sub-Accounts, the revenues generated from both the CLIENT Master Account and each CLIENT Sub-Account, and the number of views for all Content (in total and per item of Content), if any.

“CLIENT Master Account URL”: means the CLIENT Master Account that will be accessible at the address stated in the Order Form. 

“CLIENT Sub-Account(s)”: means any account dedicated to the storage of the Content on the DAILYMOTION PRO Service that has been linked to the CLIENT Master Account upon request by CLIENT to DAILYMOTION.  These accounts shall be directly managed by CLIENT, being agreed that the CLIENT Sub-Accounts will be subject to the same legal terms and conditions as those applicable to the CLIENT Master Account. CLIENT shall only request DAILYMOTION to link accounts to the CLIENT Master Account that CLIENT has the rights to operate and manage, and DAILYMOTION reserves the right not to link any such accounts to, or else to unlink any such accounts from, the CLIENT Master Account if it believes in good faith that CLIENT does not have such rights.

“CLIENT’s Subscription”: means CLIENT’s Subscription Level as specified in the Order Form.

“CLIENT Support Services”: has the meaning set forth in the Order Form.  

“CLIENT Property(ies)”: means the Internet websites or mobile applications that CLIENT owns and/or operates (or for which it has been duly appointed to operate by their legitimate owners). CLIENT shall restrictively indicate in the dedicated area of its CLIENT HQ all such websites and/or mobile applications, however in some cases CLIENT may identify its CLIENT Properties by associating the Syndication Key in the embed code used to embed the Video Player onto such Internet websites and/or mobile applications. For sake of clarity, a specific URL domain or mobile application that is registered in the CLIENT HQ of a given CLIENT Account shall apply as a CLIENT Property for all the other of CLIENT’s Accounts as long as it is registered in at least one of the CLIENT HQ’s CLIENT Accounts, while a specific Internet website and/or mobile application that is identified as a CLIENT Property though the association of the Syndication Key in the embedding of the Video Player, shall apply only for this particular embedding.

“CLIENT Revenues”: means CLIENT’s share of the Net Advertising Revenues related to the Ads-Supported Video Player Service, together with CLIENT’s share of the Net Advertising Revenues related to the Website Monetization Feature.

“Content”: means all audiovisual content such as videos and live broadcasts uploaded and hosted on one or all CLIENT Accounts by the CLIENT including any associated data (title, description, category, duration, images, graphics, etc.) in digital format.

“DAILYMOTION Policies”: mean the legal policies available from the homepage of the DAILYMOTION Site, including but not limited to the terms of use, the privacy policy, the cookie policy and the child safety policy.

“DAILYMOTION Properties”:  means (i) DAILYMOTION Site, (ii) all DAILYMOTION applications, and (iii) any official dedicated DAILYMOTION-branded space, (i), (ii), and (iii) as accessible (online or offline) via any device including but not limited to: smartphones, tablets, game consoles, any IP/IPTV platform provided through a high-speed Internet connection on IP protocol, any internet-enabled television devices or through any current or future device.

“DAILYMOTION PRO Service” or “DM PRO Service”:  means the DAILYMOTION products, technology, features, platforms, interfaces, and functionalities provided by DAILYMOTION, including those associated with (i) the DAILYMOTION Properties; and (ii) the DAILYMOTION Video Player that is embeddable onto any website; and specifically includes the DM PRO Offerings.

“DM Pro Offering(s)”: means the different primary services that are part of the DM PRO Service which CLIENT has subscribed to as specified in the Order Form (ex. Ads-Free Video Player Service, Ads-Supported Video Player Service, VOD Service, etc.) including the Add-On Services (ex. White Label Video Player Service, Vertical View Video Player Service, etc.), which determines the applicable termination provisions under this Agreement.

“DAILYMOTION Site”:  means the video-hosting worldwide Internet website (as accessible through an Internet browser from any device including but not limited to mobile and tablet) available at www.DAILYMOTION.com or at any other URL specifically dedicated to a country (e.g.: www.DAILYMOTION.fr, www.DAILYMOTION.us, etc.).

“Display Advertising”: means advertisements inserted around the Video Player, including, but not limited to ad formats such as medium rectangle, leader board, roadblock, or hyperlink ads, as available.

“Digital Video Recorder Service” or “DVR Service”: means the service through which end-users are allowed to rewind a live stream, review missed moments and return to the live broadcast, and does not create a persistent VOD asset.

“Effective Date”: means the date specified in the Order Form and is the date from which the Agreement has effect.

“EID“ (Extended User ID): means an ID of end-users of CLIENT’s Properties when such ID is pseudonymized, de-identified or otherwise protected using CLIENT’s technologies or that of third-party identity-solution-providers, and when such technologies are sufficiently robust to reasonably prevent DAILYMOTION or any other unauthorized third party from accessing the underlying information used to generate EID, including but not limited to LiveRampID, ID5, PPID, UID2/EUID.

“EID Service”: means an optional free feature of the Ads-Supported Video Player Service through which a CLIENT can render available CLIENT’s EID to DAILYMOTION for the sale of advertising inventory by the Parties and, in particular, for its communication by DAILYMOTION to CLIENT’s supply side platforms (SSP). Activation of the EID Service shall be conditional upon CLIENT filling out the EID Form.

“Encoding”: means the process of encoding CLIENT’s Content in multiple formats in order for such Content to fit particular devices or players associated with CLIENT Account.

“Force Majeure”: means any act, event or circumstances beyond a Party’s reasonable control including, but not limited to: (i) war (whether declared or not), hostilities, invasion, act of foreign enemies, extensive military mobilization; (ii) civil war, riot, rebellion and revolution, military or usurped power, insurrection, act of terrorism, sabotage or piracy; (iii) currency and trade restriction, embargo, sanction; (iv) acts of authority whether lawful or unlawful, compliance with any law or governmental order, expropriation, seizure of works, requisition, nationalization; (v) plague, epidemic, pandemic, natural disaster or extreme natural event; (vi) explosion, fire, destruction of equipment, prolonged break-down of transport, telecommunication, information system or energy; (vi) general labor disturbance such as boycott, strike and lock-out, go-slow, occupation of factories and premises; (vii) acts of God; provided that the Parties stipulate that Force Majeure shall not include the novel coronavirus Covid-19 pandemic which is ongoing as of the date of the execution of this Agreement. For the avoidance of doubt, Force Majeure shall not include (i) financial distress nor the inability of either party to make a profit or avoid a financial loss, (ii) changes in market prices or conditions, or (iii) a Party’s financial inability to perform its obligations hereunder.

“GB”: means 1,000,000,000 bytes.

“HD Livestreaming”: means Livestreaming with a resolution around 720p up to 1080p. 

“Hosting”: means the digital hosting and storing of CLIENT’s Content uploaded on CLIENT Account. The volume that hosting CLIENT’s Content takes up is measured in GB.

“Hosting Limit”: means the maximum number of gigabytes of VOD per year that CLIENT can host on CLIENT’s Account without incurring Overage Charges.

“In-stream Advertising”: means advertisements inserted within the Video Player before and/or during and/or after the Content and/or the Third-Party Videos (as the case may be), including but not limited to ad formats such as pre/post/mid roll, player branding, and/or overlay ads, as available.

“Included Accounts”: means the number of Accounts CLIENT will be entitled to during the Term under this Agreement.

“Included Users”: means the amount of user log-ins for CLIENT’s Account that CLIENT will be entitled to during the Term.

“Included Limits”: means all CLIENT’s applicable limits as stated in the Order Form, such as the Included Hosting GBs, the Included Encoding Mins, the Included Bandwidth GBs and the Included Plays.

“Initial Term”: means the fixed period commencing on the Initial Term Start Date specified in the Order Form and continuing through to and including the end date of the Term, during which CLIENT shall be fully bound by, and shall perform in accordance with, all contractual obligations set forth in the Agreement. CLIENT will remain engaged and committed to the terms of the Agreement without the possibility of early termination except as expressly provided in this Agreement.

“Initial Term Length”: means the duration of the Initial Term, as specified in the Order Form.

“Initial Term Start Date”: is specified in the Order Form, and defined below.

“Intellectual Property Rights”: means any and all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, Marks, know-how, or similar intellectual property rights, as well as any and all moral rights, and similar rights of any type under the Laws of any governmental, regulatory or judicial authority, whether within or outside of the Territory.

“Invalid Traffic”:  means any invalid activity intended to increase the number of views, impressions, clicks and/or revenues associated falsely or fraudulently with the Content and/or the Third-Party Video(s), directly or indirectly, automatically, or manually, through such means as nonhuman traffic, bots, spiders, etc., while pretending to be genuine.

“Limit”: means the total volume and quantity made available by DAILYMOTION to the CLIENT under this Agreement over a period of one year, unless otherwise specified in the applicable Order Form.

“Limitation of Overage Charges”: means the predetermined maximum threshold that may be applied to any Overage Charges, ensuring that the total amount billed to CLIENT cannot exceed the specified threshold.

“Livestream Service” or “Livestreaming Service”: means the service through which CLIENT is able  to Stream CLIENT’s audiovisual Content, live or in real time, via the DAILYMOTION PRO Service.

“Livestream Limit”: means the number of hours of Livestreaming allowed per term year for CLIENT’s Account.

“Laws”: means any applicable laws, statutes, regulations, court orders, and/or government standards.

“Marks”:  means trademarks, names, logos, brands, symbols, designations, service marks, emblems, designs, trade dress and uniforms and all identifications, labels, thereof, whether or not registered with competent public authorities.

“Net Advertising Revenues related to the Ads-Supported Video Player Service”:  means the gross revenues received by DAILYMOTION from the sale of In-stream Advertising served in connection with the Content distributed under the Ads-Supported Video Player Service on the DAILYMOTION PRO Service, after deduction of any applicable taxes and any Technical and Operating Costs.

“Net Advertising Revenues related to the Website Monetization Feature”: means the gross revenues received by DAILYMOTION from the sale of In-stream Advertising served in connection with Third-Party Video(s) distributed under the Website Monetization Feature through the Video Player on CLIENT Properties, after deduction of applicable taxes and any Technical and Operating Costs.

“Onboarding Fee”: means the one-time, non-recurring charge payable by the CLIENT to DAILYMOTION for the Onboarding Services.

“Onboarding Services”: means a service through which the initial configuration and activation of CLIENT’s Account is performed by DAILYMOTION. This includes, and is not limited to, the creation of user profiles, system onboarding, integration of CLIENT’s information, identification procedures, and any technical or administrative tasks necessary to integrate CLIENT’s Account in the DAILYMOTION PRO Service.

“Order Form”: means the DAILYMOTION PRO Agreement Order Form attached to this Agreement.

“OTT Integration Service”: means a service through which DAILYMOTION provides the CLIENT with access to the Stream URL, enabling the CLIENT to distribute and display CLIENT’s Content on over-the-top platforms, such as smart TVs.

“Overage Charges”: are as set forth in Appendix A of the Order Form and apply only when Client exceeds the limits of CLIENT’s DM PRO Service subscription, as set forth in Appendix A of the Order Form.

“Play(s)”: means the start of the delivery of a Content as initiated by an end user or by an auto-play feature, if available, of the Video Player where the transfer of the Content is through Streaming delivery, progressive download delivery or any other format supported by the Video Player. A Play can be all or a fraction of a single Content and there may be multiple Plays in an end user’s session. If the same Content, or portion thereof, is re-viewed by an end user in a single session or in multiple sessions, each view counts as a separate Play.

“Plays Limit”: means the maximum number of Plays per year that CLIENT’s Content can reach without incurring Overage Charges.

“Purchased Services”: means the DM PRO Offerings selected by CLIENT in the Order Form.

“Private Mode”: means a setting accessible within the CLIENT HQ which, if selected by CLIENT, renders an item of Content unavailable to the Public on the DAILYMOTION PRO Service, unless CLIENT has given access to such Content to somebody from the CLIENT Account where it is stored, or exported such Content on CLIENT Properties or Third-Party Properties.

“Professional Services”: means a service through which DAILYMOTION provide CLIENT with specialized expertise, consulting, and technical support to assist the CLIENT in achieving its business objectives. These services are tailored to the CLIENT’s specific needs and may include strategic planning, development, implementation, and optimization of digital solutions.

“Prohibited Content”:  means any content that as determined by DAILYMOTION in its sole discretion: (i) infringes any Intellectual Property Rights, right of publicity or other right of any person or entity, or (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive, tortious, obscene, offensive, vulgar, explicit, indecent, pornographic, profane or is otherwise inappropriate, or (iii) encourages violence, injury or hatred to or against any individual or group, or cruelty to animals, or (iv) creates either “Forced visit” traffic or spyware/adware loading pages (including, in either case, popups or popunders) which load ads, or (v) creates invisible or nested invisible IFRAMEs loading pages which load ads, or (vi) uses spyware/adware loading ads invisibly (or cause fake clicks thereon, including but not limited to click spam, robots, macro programs, and internet agents), or (vii) reloads/refreshes any code causing multiple impressions to be registered in short succession, or (viii) contains downloadable software; executable or malicious code, any virus, malicious or social engineering (phishing) code or features, worm, Trojan horse, time bomb, spyware, malware or other computer code, file or program designed, intended or likely to disrupt, damage, limit or interfere with the proper function of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of DAILYMOTION or any person or entity, or (ix) encourages or promotes weapons, drug use or any illegal activity, or (x) is spam or (xi) falsely suggests or implies sponsorship or endorsement by DAILYMOTION.

“Public”: means the general public having access to the DAILYMOTION PRO Service.

“Public Mode”: means a setting accessible within the CLIENT HQ which, if selected by CLIENT, renders an item of Content viewable to the Public on the DAILYMOTION PRO Service.

“Renewal Term”: means each successive twelve-months periods following the expiration of the Initial Term during which this Agreement automatically renew, unless earlier terminated as further described below.

“Revenue Share” means a specified percentage of either the Net Advertising Revenue related to the Ads-Supported Video Player Service and/or the Net Advertising Revenue related to the Website Monetization Feature, as applicable and as set forth in the applicable Order Form.

“Sanctions List”: means any government sanctions-related list of designated parties with whom export transactions or the making available of funds or economic resources by persons subject to the jurisdiction of the United States, United Kingdom or the European Union are prohibited (including without limitation: (a) the United Nations Security Council list of sanctioned parties, (b) the Office of Foreign Assets Control list of Specially Designated Nationals, (c) the Commerce Department Denied Person List and Entity List, (d) the European Union Consolidated Financial Sanctions List, and (e) the United Kingdom Office of Financial Sanctions Implementation List of Sanctioned Targets.

“SD Livestreaming”: means the Livestream with a maximum resolution of 480p for Streaming.

“Subscription Fee”: means the fee specified in the Order Form due by CLIENT to DAILYMOTION, corresponding the use of a paid DAILYMOTION PRO Service, as set forth in the CLIENT’s Subscription specified in the Order Form.  

“Stream”: (including, with correlative meanings, “Streaming” or “Streams”): means to exhibit, reproduce, display and/or distribute content in a manner in which such content can be viewed by viewers of such content and cannot be permanently downloaded, recorded, or otherwise stored or copied for subsequent viewing by the viewer of such content (unless otherwise specifically stipulated), other than temporary storage for caching or buffering necessary to facilitate the viewing of such content or for offline viewing for a limited period of time within DAILYMOTION applications.

“Stream URL”: means the source file of the Content and its corresponding encoded version, both hosted on the DAILYMOTION PRO Service and made accessible to CLIENT by DAILYMOTION through the CLIENT’s HQ for the purpose of embedding the Content into a third-party video player.

“Support Level Plans”: means the different levels of support service available as part of the DAILYMOTION PRO Service, as described in the Support Level Plans Exhibit referenced in the Order Form.

“Syndication Key”: means a personal key that may be generated and communicated to CLIENT by DAILYMOTION at DAILYMOTION’s sole discretion (unless otherwise stipulated herein) for insertion by CLIENT in the Video Player when CLIENT wishes to export Content and/or Third-Party Video(s) onto a website or mobile application.

“Technical and Operating Costs”:  means any media buying, operational or technical fees associated with: (i) the sale of the In-stream Advertising inventory available on the DAILYMOTION PRO Service and/or (ii) the hosting, Streaming and distribution of the Content or the Third-Party Video(s) on the DAILYMOTION PRO Service and/or (ii) the use of the DAILYMOTION PRO Service by CLIENT.

“Term”: means the duration of this Agreement as further defined in Section 3.

“Territory”: means by default worldwide, unless CLIENT has blocked certain territories where the Content shall not be communicated to the Public, through the settings in the CLIENT HQ or by using the DAILYMOTION API.

“Third-Party Property(ies)”:  means any Internet websites or applications that are not the DAILYMOTION Properties or CLIENT Properties.

“Third-Party Video(s)”: means any video(s) uploaded by a third-party onto the DAILYMOTION Properties, which such third-party authorized to be exported via the Video Player for specific territories onto any website or applications other than the DAILYMOTION Properties.

“Trial Period”: means the trial period, if any, as specified in the Order Form. During the Trial Period, if any, the DM Pro Services are provided ‘as-is’, without SLA commitments, and may be terminated by either Party with immediate effect by written notice. During the Trial Period, CLIENT will not pay the Subscription Fee, any Professional Services Fees, any Onboarding Fee, or any potential Overage Charges, unless otherwise agreed between the Parties. Any use during the Trial Period is still subject to the Agreement’s legal provisions, except those explicitly excluded herein. If Client does not cancel before the end of the Trial Period, the DM Pro Offering(s) selected will automatically renew and convert to a paid subscription under the terms set forth in the Order Form, and the Initial Term will automatically commence.

“Trial Period Start Date”: means the date marking the start of the Trial Period, if any, as specified in the Order Form.

“Unsold Ads”: means any portion of In-Stream advertising inventory that has not been sold, reserved, or otherwise allocated for ad placement within a given period.

“User Log-In Account(s)”: means an log-in account with a unique username and an associated password giving the authorized person(s) to access and manage the CLIENT Account (including but not limited to uploading and removing videos from the CLIENT Account) and access and view the CLIENT HQ on behalf of the CLIENT with a unique username and an associated password.

“Vertical View Player Service” means the service and technology provided by Dailymotion  that supports the creation, transmission, display, and monetization of audiovisual content in a portrait-oriented aspect ratio (commonly 9:16 or similar), optimized for mobile devices and other vertical display environments. The Vertical View Player Service may include (depending on the specific services subscribed to by the Client), without limitation, the following features:

“VOD Service”: means a service through which DAILYMOTION enables CLIENT, to watch a livestream on-demand up to 4 hours after such livestream and having the ability to make that Livestream available as a VOD.

“Video(s)”: means the Third-Party Videos and the Content together.

“Video Chapters Service”: means the paid service that allows the Client to structure the Content into clearly defined chapters, either manually or using auto-generated chapters based on the video transcript.

“Videos Limit”: means the yearly limit of Videos that CLIENT will be entitled to upload into CLIENT’s Account during the Term.

“Video Player”: means a technology developed and owned by DAILYMOTION, enabling viewing by Streaming of content (including Content and Third-Party Videos) uploaded and hosted on the DAILYMOTION PRO Service, on the DAILYMOTION Properties, CLIENT Properties, and Third-Party Properties.

“Video Sync Service”: means the service that enables CLIENT to migrate and transfer audiovisual content from third-party platforms to CLIENT Account(s).

“Website Monetization Feature”: means the tools supplied to CLIENT by DAILYMOTION enabling the export of the Video Player onto CLIENT Properties in order to share with CLIENT the revenues generated by the In-stream Advertising associated with Third-Party Video(s) Streamed via the Video Player that is embedded on CLIENT Properties.

“White Label Video Player Service”: means a service through which a customizable video playback interface is provided,  allowing the removal of DAILYMOTION’s branding and the integration of the CLIENT’s own branding elements. This service enables the embedding and presentation of CLIENT’s Content within the Video Player while maintaining CLIENT’s visual identity.

“VOD”: means video-on-demand.

The purpose of the MSA is to specify the terms and conditions applicable to the tools and features made available to the CLIENT by DAILYMOTION as a member of the DAILYMOTION PRO Service, being agreed that CLIENT shall be free to use all or part of such tools and features at its sole discretion.

CLIENT may elect, specifically in the Order Form and the exhibits below, on a case-by-case basis and at its sole discretion, (i) to communicate to the Public or a portion of the Public the CLIENT’s Content via the Ads-Supported Video Player Service or the Ads-Free Video Player Service; and/or (ii) to communicate Third-Party Videos onto the CLIENT Properties through the Video Player via the Website Monetization Feature or (iii) to use any other features provided through the DAILYMOTION PRO Service.

Upon final signature of the Agreement, CLIENT 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 Service contained herein.  

The Agreement shall enter into effect on the Effective Date, as specified in the Order Form. The Initial Term shall start on the Initial Term Start Date, as specified in the Order Form, and shall continue for the period defined in the Order Form as the Initial Term Length.

After the end of the Initial Term, the Agreement shall automatically renew for successive twelve (12) months periods (each a “Renewal Term”) unless terminated earlier in accordance with Section 6.

The period from the Effective Date until termination of the Agreement shall be referred to as the “Term”.

If CLIENT chooses to set CLIENT’s content to Public Mode so that it is viewable on the DAILYMOTION Properties, CLIENT authorizes DAILYMOTION to include the Content on any relevant topic pages, playlists, staff picks, and other promotional materials as DAILYMOTION may determine in its sole discretion, provided however that CLIENT may request an item of Content be removed from such topic page, playlist, or staff pick at any time and DAILYMOTION shall promptly comply with such request. CLIENT also authorizes DAILYMOTION to use and/or refer to CLIENT’s Marks, and/or thumbnails of the Content, for information, communication and/or promotional purposes of the Content on and off the DAILYMOTION PRO Service. CLIENT hereby grants DAILYMOTION a non-exclusive, non-transferable, non-sublicensable, royalty-free, and worldwide license during the Term to use CLIENT’s Marks for this purpose.  All goodwill arising out of any use of any of CLIENT’s Marks by DAILYMOTION will inure solely to the benefit of CLIENT. However, any such use of the CLIENT Marks and/or thumbnails of the Content outside this limited use shall be subject to prior authorization from CLIENT. CLIENT will, upon reasonable request, serve as a CLIENT reference for DAILYMOTION.

Reciprocally, CLIENT shall be permitted to publicly identify itself as a user of the DAILYMOTION PRO Service and/or a CLIENT of DAILYMOTION, including on CLIENT Properties and marketing materials. DAILYMOTION hereby grants CLIENT a non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to use DAILYMOTION’s Marks for this purpose. All goodwill arising out of any use of any of DAILYMOTION’s Marks by CLIENT will inure solely to the benefit of DAILYMOTION. It is though agreed that any use by CLIENT of DAILYMOTION’s Marks must be in conformity with then-current graphic guidelines provided by DAILYMOTION and be approved in advance by DAILYMOTION in writing (email sufficient).

CLIENT grants DAILYMOTION (i) the right to use the Content present on the Service (or snippets of the Content) for promotional purposes of its activity on all current or future digital media, including but not limited to online marketplaces allowing for the discovery and download of free or paid applications (such as the Apple App Store or the Google Play Store) and/or on social networks (including in the context of so-called amplified or sponsored promotional campaigns), and (ii) the right to cut and edit the Content solely for this purpose in order to produce extracts of the Content (videos or images). This authorization is granted free of charge, worldwide, and is valid for the duration of the Contents’ presence on the DAILYMOTION PRO Service and until 3 (three) months after the date of the Contents’ removal from the DAILYMOTION PRO Service for any reason whatsoever.

The Parties agree and acknowledge that each Party may issue a press release announcing CLIENT’s enrollment to the DAILYMOTION PRO Service, provided that the Parties have mutually agreed to the wording of any such press release.

5.1 Reporting

CLIENT will be provided with an online interface via the CLIENT HQ, enabling CLIENT to track its monthly CLIENT Revenues, if any, and access statistics related to its Accounts, including CLIENT Master Account and CLIENT Sub-Accounts. The CLIENT HQ accessible from each CLIENT Sub-Account will include only the data and figures related to the use of features specific to that Sub-Account and its hosted Content. However, the CLIENT HQ accessible from the CLIENT Master Account will aggregate data and figures from all CLIENT Accounts owned by CLIENT.

Furthermore, if CLIENT subscribes to a paid DAILYMOTION PRO Service, it is agreed that the calculation of the number of Users, the number of Accounts, the number of Plays, the GBs of Hosting, the GBs of Bandwidth, the minutes of Encoding, and all other relevant statistics shall be conducted solely according to DAILYMOTION’s data and measurement tools. CLIENT acknowledges and agrees that DAILYMOTION’s data shall be the sole measurement used for any reporting and invoicing purposes under this Agreement.

The conclusive account statements available within 60 (sixty) days from the end of each month within the CLIENT HQ of the CLIENT Master Account (the “Statement Availability Date”) shall be the definitive basis for billing and payment of CLIENT Revenues for the previous months. CLIENT agrees that such account statements and payments shall be deemed final and conclusive unless disputed in writing within 15 (fifteen) days of the relevant Statement Availability Date.

5.2 Invoicing

5.2.1. For payments made by DAILYMOTION to CLIENT (if any):

Payment Setup

CLIENT must register their bank account and billing details directly through Dailymotion Studio via the designated payment setup module. Failure to provide complete and accurate banking information may delay or prevent payment processing. CLIENT is responsible for keeping their payment information up to date.

Certain payment methods and/or currencies may be subject to transaction fees. Applicable fees will be displayed to CLIENT prior to confirmation and will be deducted directly from the amount owed. Transaction fees are charged on a per-transaction basis.

Statements

Dailymotion will issue a statement within thirty-five (35) days after the end of the month to CLIENT reflecting amounts earned during the relevant month. No statement will be generated until the total amount owed to CLIENT is at least $100 (one hundred US Dollars). Amounts below this threshold shall be carried forward to subsequent months until the threshold is met. Notwithstanding the foregoing, upon termination of the Agreement, any amounts owed to CLIENT that remain below the $100 threshold will be paid out regardless of the minimum threshold.

Invoicing

To receive payment, CLIENT must submit one (1) invoice per statement within fifteen (15) days of the statement being made available in Dailymotion Studio. Invoices must be submitted as follows:

Invoice requirements and accepted formats are detailed in the Dailymotion Help Center, accessible via Dailymotion Studio. Invoices that do not meet the applicable requirements will not be processed until a compliant submission is received.

CLIENT acknowledges that it is solely responsible for any consequences resulting from missing, incomplete, or erroneous payment information, including but not limited to currency fluctuations or payment charges.

5.2.2. For payments made by CLIENT to DAILYMOTION (if any):

The Fees and any applicable Overage Charges shall be invoiced according to the following schedule, unless specified otherwise in the Order Form:

Type of FeesInvoicing Schedule
Subscription FeesFor the Initial Term: If the Initial Term is shorter than 2 years, upon the later of: (i) the Initial Term Start Date; and (ii) the date of last signature of the Agreement. If the Initial Term is 2 years or longer: annual invoices of equal amounts, totaling the Initial Term’s total Subscription Fees as detailed in the Order Form, shall be issued, first upon the later of: (i) the Initial Term Start Date; and (ii) the date of last signature of the Agreement, and then every subsequent 12 months for the duration of the Initial Term. For each Renewal Term: Upon the first day of each Renewal Term.
Onboarding FeesIf agreed upon at the start of the Initial Term or Renewal Term: upon the later of: (i) the start date of the Initial Term or Renewal Term and (ii) the last signature of the Agreement. If added after the commencement of the then-current term: invoiced in full at the end of the month in which such Onboarding Fees were added, prorated according to the date of addition.
Professional Services FeesIf agreed upon at the start of the Initial Term or Renewal Term: upon the later of: (i) the start date of the Initial Term or Renewal Term and (ii) the last signature of the Agreement. If added after the commencement of the then-current term: invoiced in full at the end of the month in which such Professional Services Fees were added, prorated according to the date of addition if applicable.
Overage ChargesInvoiced at DAILYMOTION’s discretion either: (i) at the end of the month in which such Overage Charges were incurred, (ii) at the end of the then-current term, or (iii) at the end of the Initial Term.

As a prerequisite for DAILYMOTION to generate the corresponding invoices, CLIENT shall promptly provide any relevant information requested by DAILYMOTION for invoicing purposes. DAILYMOTION shall send CLIENT a form to complete for this purpose.

If CLIENT begins using the DAILYMOTION PRO Service before the full execution of this Agreement, CLIENT agrees that all Fees stipulated in the Order Form shall be owed to DAILYMOTION from the start date of CLIENT’s use of the DAILYMOTION PRO Service.

DAILYMOTION shall send all invoices to the billing email address provided by CLIENT in the Order Form unless otherwise agreed in writing by both Parties.

5.3 Payment

5.3.1. For payments made by CLIENT to DAILYMOTION (if any)

CLIENT agrees to timely pay all Fees within 30 (thirty) days from the date of CLIENT’s receipt of the corresponding invoice sent by DAILYMOTION. DAILYMOTION reserves the right to withhold or suspend CLIENT’s access to the DAILYMOTION PRO Service and/or the Video Player, in addition to any other rights DAILYMOTION may have, if the Fees are not timely paid and/or until the Fees have been paid for the applicable period. Such suspension shall not affect CLIENT’s duty to pay all Fees due or constitute termination of this Agreement absent DAILYMOTION’s notice of termination pursuant to the Termination section hereof.

Past-due Fees shall incur interest at a rate amounting to three times the annual legal interest rate in force in France. CLIENT shall be liable to, and fully reimburse, DAILYMOTION for all costs (including attorney’s fees) incurred in connection with DAILYMOTION’s collection of past-due Fees.

All Fees are non-refundable except as otherwise provided in this Agreement. CLIENT shall be responsible for paying all Taxes (except DAILYMOTION’s corporate taxes) and all other charges (including, without limitation, currency exchange settlements) due in connection with the Fees and CLIENT’s use of the Video Player. All payments shall be made without deduction for withholding taxes.

5.3.2. For payments made by DAILYMOTION to CLIENT (if any)

All payments by DAILYMOTION shall be made within sixty (60) days of receipt of a valid invoice from CLIENT. Invoices that do not meet the applicable requirements will not be processed until a compliant submission is received. The sixty (60)-day period will run from the date of receipt of the compliant submission. Payments shall be made in US Dollars unless another currency is chosen by CLIENT amongst the currencies proposed through the Payment Platform. CLIENT understands that if any amount is due by CLIENT to DAILYMOTION under the present Agreement, DAILYMOTION may set it off against (i.e. deduct it from) the CLIENT Revenues.

DAILYMOTION selects at its own discretion the payment platform (the “Payment Platform”, currently Tipalti) made available for the processing of payments under the DAILYMOTION PRO Service, and may update or replace the Payment Platform from time to time. In order to receive payment through the Payment Platform, CLIENT will be required to accept the terms and conditions of the Payment Platform, it being agreed that DAILYMOTION will not have any liability regarding the breach of those terms and conditions by CLIENT or by the Payment Platform. DAILYMOTION grants the same guarantees as those respectively received from the applicable Payment Platform. In order to limit the risk of erroneous invoicing data as required by applicable tax regulations, and in conformity with the Payment Platform terms of use, DAILYMOTION may use the payee identification data (e.g. payee’s name, payee’s address) declared by CLIENT to the Payment Platform for the purpose of payment to CLIENT under the present Agreement. CLIENT understands that DAILYMOTION does not retain the bank account information provided by CLIENT through the Payment Platform. Provided that CLIENT does not offer proof to the contrary, the records of the applicable Payment Platform shall be considered proof of payments made between CLIENT and DAILYMOTION. The archiving of these items is performed in a reliable and sustainable manner to reflect a true and lasting copy in accordance with Article 1379 of the French Civil Code.

CLIENT agrees that DAILYMOTION may, from time to time and upon request by the Payment Platform, provide the Payment Platform with any and/or all information DAILYMOTION holds on CLIENT, including any personal data, in accordance with the terms of use of the Payment Platform. It is also agreed that the Payment Platform may directly contact CLIENT and/or suspend a payment in process for any of the reasons stipulated in the Payment Platform’s terms and conditions, including notably for any good faith suspicion of illicit activity or any information missing to perform the payment properly. It is agreed that DAILYMOTION shall not be held responsible for any such activity by the Payment Platform.

IN A GENERAL MANNER, CLIENT ACKNOWLEDGES AND AGREES THAT DAILYMOTION SHALL NOT BE HELD LIABLE FOR ANY ACTION, ERROR OR OMISSION PERFORMED BY CLIENT WHEN USING THE PAYMENT PLATFORM, NOR FOR ANY ACTION, ERROR OR OMISSION PERFORMED BY THE PAYMENT PLATFORM.

For the avoidance of doubt, payments shall not be made to the benefit of any other person or entity other than CLIENT. Furthermore, CLIENT agrees that payments shall only be made to a Payment Platform account bearing the same name as that of CLIENT.

It is agreed that certain amounts may be deducted by DAILYMOTION from the CLIENT Revenues which correspond to (i) taxes, levies or other charges from the local authorities of any country as relevant, and/or (ii) transaction fees applicable to CLIENT’s selected payment method or currency, as displayed to CLIENT prior to confirmation. CLIENT acknowledges and agrees that any fees charged by CLIENT’s own banking institution in order for CLIENT to receive the CLIENT Revenues shall be borne by CLIENT.

In accordance with applicable law, and in particular Article L.110-4 of the French Commercial Code, any right to claim amounts owed under this Agreement shall prescribe after five (5) years from the date on which such amounts became payable. CLIENT is responsible for submitting timely invoices to avoid forfeiture of amounts owed.

5.4 Fees & Overage Charges (if applicable)

If CLIENT has subscribed to a paid DM PRO Offering, in consideration of the provision of the DM PRO Offering and the premium support and services being provided to the CLIENT under this service, CLIENT shall pay to DAILYMOTION the Subscription Fees, Onboarding Fees (if any), Professional Services Fees (if any) as prescribed in the Order Form or as may be added through mutually signed written amendment during the Term (collectively, the “Fees”). All Fees are indicated net of applicable taxes.  

In the event that Client adds any Professional Services during the Term, the fees for such services as stipulated in the Order Form: Professional Services Fee, shall be added to the total Fees owed by the CLIENT and will be invoiced by DAILYMOTION as stipulated above.    

If CLIENT, during the Initial Term or any Renewal Term, exceeds any of the limits stipulated in the Order Form’s Appendix A: Subscription Level Appendix, CLIENT shall pay the Overage Charges set forth in the same Exhibit A, and will be invoiced by DAILYMOTION as stipulated above. All Overage Charges are indicated net of applicable taxes.

5.5 Renewal Term Fees (if applicable)

DAILYMOTION reserves the right to change all prices, including the Fees and Overage Charges, after the Initial Term, provided that DAILYMOTION will provide the CLIENT with notice and that such changes shall not take effect until the start of CLIENT’s next Renewal Term. 

DAILYMOTION will inform the CLIENT of any substantial changes in DAILYMOTION’s prices for any subsequent Renewal Term by written notice no later than sixty (60) days prior to the expiration of the previous term.  

In the event the Agreement is automatically renewed after the Initial Term, DAILYMOTION reserves the right to adjust the Fees and Overage Charges prior to the start date of a Renewal Term in accordance with the Syntec index based on the latest indexes published as of the start date of the Renewal Term in question and following this formula:  

P= Po x (S/So) 

Where:  

5.6 Withholding Tax

CLIENT acknowledges and agrees that a withholding tax may be applied on the amounts paid by DAILYMOTION to CLIENT in the scope of the Agreement. In this regard, it is the CLIENT’s responsibility to provide DAILYMOTION with a relevant certificate certified by CLIENT’s home-country authorities, as soon as possible after its registration to the DAILYMOTION PRO Service to benefit from any exemption or reduction.

The termination rights and notice periods set forth in this Section shall apply depending on the DM Pro Offering selected by Client in the Order Form. For Clients with multiple DM Pro Offerings, multiple termination dates may apply depending on the different DM Pro Offerings selected and the termination conditions associated with each.

For clarity, if Client upgrades or adds DM Pro Features during the Term, the applicable provisions of this Agreement and the Exhibits shall apply to the newly added DM Pro Offerings as of the effective date of such upgrade or addition.

In the event that DAILYMOTION provides notice of a price increase less than 120 (one hundred and twenty) days before the end of the term year, CLIENT shall have 30 (thirty) days from receipt of such notice to terminate the Agreement.

It is acknowledged that DAILYMOTION may terminate this Agreement by providing CLIENT with 90 (ninety) days’ prior notice via email to the address registered in the CLIENT Master Account. In such cases, DAILYMOTION shall reimburse a pro rata portion of fees already paid by CLIENT, unless termination results from a material, uncured breach by CLIENT.

The effective termination date will be the last calendar day of the month in which the notice was given. CLIENT will no longer benefit from program features or accrue revenues after this date but will retain access to CLIENT HQ for administration purposes for 60 (sixty) days. Within 60 days of termination, DAILYMOTION shall process any outstanding CLIENT Revenues, including any amounts below the $100 minimum threshold, provided that CLIENT submits a valid invoice within thirty (30) days of the termination date..

If DAILYMOTION provides notice of a price increase exactly 60 days before the end of the term year, CLIENT shall have 30 (thirty) days from receipt of the notice to terminate the Agreement. DAILYMOTION may terminate the Agreement with immediate effect in cases of material, uncured breach by CLIENT, or by providing 90 (ninety) days’ notice in all other cases. DAILYMOTION shall reimburse CLIENT a pro rata portion of the subscription fees for the remainder of the term, unless termination results from CLIENT’s material breach.

6.4. General Termination Provisions:

6.4.1. Either Party may terminate this Agreement with immediate effect if:

(i) The other Party is in material breach of its obligations under the Agreement and fails to cure the breach within 15 (fifteen) days of receiving notice; or

(ii) A material step is taken toward the other Party ceasing to carry on business, including but not limited to receivership, bankruptcy, or liquidation, as permitted by applicable law.

6.4.2. Post-Termination Obligations: (i) Effective immediately upon termination, CLIENT Accounts or Sub-Accounts shall cease to benefit from Agreement provisions, including service-level agreements, revenue payment terms, and promotional activities. (ii) All licenses granted under the Agreement shall terminate automatically. (iii) CLIENT’s Content shall remain on the DAILYMOTION PRO Service until removed by CLIENT. CLIENT must continue to respect DAILYMOTION Policies until the Content is removed and the Account is closed.

6.4.3. Access to CLIENT HQ: For administration purposes only, CLIENT may retain access to its CLIENT HQ for 60 days following the termination date. After this period, all access will be deactivated.

6.4.5. Within 60 days of termination, DAILYMOTION shall process outstanding revenues accrued in CLIENT Accounts, provided: (i) CLIENT has completed all mandatory payment information in Dailymotion Studio; and (ii) CLIENT has submitted a valid invoice within thirty (30) days of the termination date. Notwithstanding the $100 minimum threshold set out in Section 5.2.1, all outstanding revenues owed to CLIENT at the time of termination shall be paid out regardless of amount, provided the conditions in (i) and (ii) above are met.

6.4.6. Termination shall not affect any accrued rights or liabilities of either Party or provisions intended to survive termination.

6.4.7. Each Party retains the right to pursue remedies under applicable laws or as set forth in this Agreement.

All rights not expressly granted herein are reserved. Any Intellectual Property Rights arising from and/or in relation to the DAILYMOTION PRO Service, including the DAILYMOTION Properties and the Video Player (including, without restriction, any data collected through them), as well as DAILYMOTION’s Marks—including but not limited to copyright, trademark, and patent rights—shall remain DAILYMOTION’s exclusive property or the relevant entitled person’s exclusive property in respect to the Third-Party Video(s). Unless otherwise provided herein, no provision contained herein shall grant CLIENT any Intellectual Property Right or other right to the DAILYMOTION PRO Service, including the DAILYMOTION Properties, the Video Player, the Third-Party Video(s), or DAILYMOTION’s logos and brands.

Any Intellectual Property Rights arising from and/or in relation to the Content, CLIENT Properties, and CLIENT’s Marks shall remain CLIENT’s exclusive property. Except as otherwise provided herein, no provision herein shall grant DAILYMOTION any Intellectual Property Right or other right to CLIENT Properties or CLIENT’s logos and brands.

CLIENT expressly undertakes and warrants that CLIENT will not disassemble, reverse engineer, modify, or otherwise alter the DAILYMOTION PRO Service or any part thereof. In particular CLIENT shall not remove or modify any legal notices, content reporting functionalities, or consent collection mechanisms available within the DAILYMOTION PRO Service.

8.1. Warranties

8.1.1 Corporate Warranties

Each Party represents and warrants at all times that:

(i) it is duly organized, validly existing, and in good standing under the Laws of the place of its incorporation;
(ii) it has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof;
(iii) it is duly authorized to execute and deliver this Agreement and to perform its obligations and exercise its rights hereunder;
(iv) this Agreement is a legal and valid obligation, binding and enforceable in accordance with its terms; and
(v) the execution, delivery, and performance of this Agreement do not conflict with any agreement, instrument, or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any Law or regulation of any court, governmental body, or administrative or other agency having jurisdiction over it.

8.1.2 Warranties Related to the Content and the Use of the DAILYMOTION PRO Service

CLIENT represents and warrants that it shall not (i) use the DAILYMOTION PRO Service in any illegal or unlawful manner or for any illegal or unlawful purpose, nor (ii) perform any act that is intended to harm DAILYMOTION or the DAILYMOTION PRO Service. CLIENT expressly represents and warrants that CLIENT will not disassemble, reverse engineer, modify, or otherwise alter the DAILYMOTION PRO Service or any part thereof, including removing or modifying any legal notices, content reporting functionalities, or consent collection mechanisms available within the DAILYMOTION PRO Service.

CLIENT represents and warrants to DAILYMOTION that it has the right and authority to grant all exploitation rights in connection with the Content for the Territory under this Agreement and that there are no claims, liens, encumbrances, limitations, reversions, restrictions, or rights of any nature in or to the Content that will limit, impair, or interfere with the rights of DAILYMOTION. CLIENT warrants that it owns or has obtained all necessary rights and clearances from any third-party rights holders, including but not limited to authors, directors, producers, actors, artists-performers, technicians, or any third-party that has contributed directly or indirectly to the creation of the Content. CLIENT releases DAILYMOTION from any claim or action arising from the exploitation of such rights.

CLIENT is solely responsible for any Content or other material that CLIENT posts, uploads, submits, streams, distributes, or otherwise makes available in relation to the present Agreement. If CLIENT opts to set the Content to Public Mode so that it is viewable by all users on DAILYMOTION Properties, CLIENT represents and warrants that the Content, metadata, any data provided by CLIENT, CLIENT’s username, and any images provided by CLIENT do not: (i) breach any Intellectual Property Rights of any third parties, (ii) constitute Prohibited Content, or (iii) violate any applicable laws. If CLIENT opts to set the content to Public Mode so that it is viewable on the DAILYMOTION Properties, CLIENT agrees to associate the Content with complete and accurate metadata (including but not limited to title, tags, video category, duration, language, video description, and any other information requested by DAILYMOTION from time to time).

If CLIENT uploads Content directed toward children, CLIENT shall indicate that such video falls under the “Kids” category (or any other similarly named category, e.g., ‘Children’) by selecting the appropriate option from the drop-down menu or any other method made available by DAILYMOTION. CLIENT understands that failure to do so, whether by negligence or intentional misidentification, shall be considered a material breach of this Agreement. CLIENT acknowledges that CLIENT shall indemnify DAILYMOTION for any claims brought against DAILYMOTION due to CLIENT’s failure to identify children-directed content as being under the “Kids” category or other related categories.

CLIENT is solely responsible for any Content or material that it posts, uploads, submits, streams, distributes, or otherwise makes available in relation to the present Agreement, and is prohibited from posting, uploading, submitting, streaming, or distributing Prohibited Content. Any Content that violates the terms of this Agreement will be subject to removal upon DAILYMOTION becoming aware of such Content. In accordance with applicable laws, DAILYMOTION may take down any Content hosted on CLIENT Accounts once it becomes aware of its illegal character or as otherwise required by law. CLIENT shall remain fully liable for such Content.

Should CLIENT choose to embed Third-Party Videos onto CLIENT Properties, CLIENT warrants that all websites or mobile applications where CLIENT exports Third-Party Videos via the Video Player do not include any element that: (i) breaches any Intellectual Property Rights of third parties, (ii) constitutes Prohibited Content, or (iii) violates any applicable laws.

CLIENT agrees to notify and forward to DAILYMOTION as soon as possible any action, claim, or complaint relating to the Content hosted on CLIENT Accounts. CLIENT is solely responsible for taking steps to back up its Content, and DAILYMOTION recommends that CLIENT routinely archives its Content. DAILYMOTION disclaims any responsibility for deleted, lost, corrupted, or inaccessible Content.

If DAILYMOTION, in good faith, believes that CLIENT has violated its material obligations and/or warranties defined in this section, DAILYMOTION may, at its sole discretion, without waiving or prejudicing any of DAILYMOTION’s rights or remedies, immediately (i) retain payment of any unduly generated Advertising Revenues, and/or (ii) request from CLIENT reimbursement of any already issued payment corresponding to any unduly generated Advertising Revenues, and/or (iii) suspend and/or terminate CLIENT’s subscription to the DAILYMOTION PRO Service and/or any of the features or tools therein. DAILYMOTION is also authorized to provide the information and personal data about CLIENT to relevant authorities upon a valid request from such authorities.

8.1.3 Data Protection

CLIENT shall not, directly or indirectly, place tracking tools (e.g., cookies) within the Content to collect or process any personal information, whether directly or indirectly identifiable, in relation to end-users accessing Content and related material on the DAILYMOTION PRO Service. Nothing in the present Agreement shall limit CLIENT’s entitlement to deploy or enable the deployment of tracking tools on CLIENT’s Digital Properties outside of the Video Player, with the CLIENT remaining solely responsible for any deployment and processing of data collected by such tools.

Either Party may process personal information in relation to the execution of the present Agreement as further detailed in the applicable data processing description. Each Party shall comply with obligations regarding the use of cookies and personal data processing and post a link to a privacy policy that discloses all required information under applicable laws and regulations.

To the extent that the European data protection laws are applicable to the Parties’ cooperation under the present Agreement: 

For non-European data protection laws, the Parties agree that the above roles and obligations apply.

Additionally, each Party may also independently process personal data of the other Party’s personnel as necessary for the execution of this Agreement. In this regard, CLIENT acknowledges that DAILYMOTION is authorized to provide the information and personal data about CLIENT to relevant authorities upon a valid request from such authorities. 

Moreover, DAILYMOTION may use CLIENT’s personal information and data to: deliver the DAILYMOTION PRO Service; manage CLIENT’s Accounts; provide required support to CLIENT; communicate with CLIENT by email, postal mail, telephone and/or mobile devices; develop and display content and/or advertising tailored to CLIENT’s interests; enforce the Agreement; manage DAILYMOTION’s business; and perform actions otherwise described to CLIENT at the time of collection of their information and data or as otherwise authorized under applicable laws.  As part of DAILYMOTION’s continued development and improvement of the DAILYMOTION PRO Service, CLIENT authorizes DAILYMOTION to periodically conduct limited testing through the DAILYMOTION PRO Service. 

8.1.4 Clearance of Exploitation Rights

CLIENT represents and warrants, with respect to the Content, that it will procure and maintain during the Term all third-party rights and licenses which inure or may inure to the benefit of any third-party rights holders including, without limitation, authors, artists, artistic directors, composers and producers and more generally to any rightful beneficiary of such rights. 

DAILYMOTION shall be responsible for paying royalties to collecting societies dedicated to authors for the viewing of the Content and of Third-Party Video(s) on DAILYMOTION Properties which will be paid by DAILYMOTION in accordance with collective management agreements DAILYMOTION may have entered into for this purpose, if any. 

8.1.5 Breach of Warranties

If CLIENT breaches any of its obligations or warranties under this Agreement, DAILYMOTION reserves the right to:

(i) terminate CLIENT’s enrollment in the DAILYMOTION PRO Service; and/or (ii) terminate the Agreement immediately without waiving any other rights or remedies available to DAILYMOTION under this Agreement.

8.2 Indemnity

Each Party agrees to indemnify the other party and such other party’s officers, employees, directors, agents, affiliates, subsidiaries, successors and assigns from and against any and all damages, liabilities, loss, government fines, costs and expenses (including reasonable attorney’s fees and litigation expenses) arising out of a claim, action or demand brought by a third party for a breach of any representation, warranty or covenant made by the indemnifying party in this Agreement (each a “Claim”) upon the entry of a full and final judgment of such Claim against the indemnified party.

CLIENT agrees, at its own expense, to indemnify, hold harmless and, at DAILYMOTION’s option, defend DAILYMOTION and its Affiliates from and against any and all third-party Claims associated with or arising out of: (i) DAILYMOTION’s and/or its Affiliates’ exploitation of the Content as specified herein; and/or (ii) CLIENT’s use of the DAILYMOTION PRO Service and of the tools, features and functionality of the DAILYMOTION PRO Service contrary to the provisions contained herein; and/or (iii) the infringement of any third-party Intellectual Property Rights or other rights arising from the use of CLIENT’s Marks by DAILYMOTION and/or its Affiliates. 

The indemnification obligations in this Section are conditioned upon: (a) written notice by the indemnified party to the indemnifying party within 30 days of the indemnified party’s receipt of any Claim for which indemnification is sought; (b) counsel for the indemnified party reasonably acceptable to the indemnifying party; (c) approval by the indemnifying party of any settlement of the Claim for which indemnification is sought; and (d) such reasonable cooperation by the indemnified party in the defense as the indemnifying party may request. Notwithstanding anything to the contrary contained herein, the indemnifying party shall not, without the prior written consent of the indemnified party, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened Claim unless the settlement, compromise or consent provides for and includes an express, unconditional release of such Claim against the indemnified party.

CLIENT agrees that, subject to DAILYMOTION’s representations and warranties hereunder, the CLIENT’s use of the DAILYMOTION PRO Service and the CLIENT Account shall be at the CLIENT’s sole risk and liability. In this regard, CLIENT is solely responsible for (i) its use of the DAILYMOTION PRO Service and more specifically for the Content it stores and makes available to the Public through the DAILYMOTION PRO Service, (ii) the protection of its computer hardware and information systems against any virus or interruption, and (iii) taking its own steps to routinely back up and archive its Content. DAILYMOTION recommends that CLIENT routinely archives its Content. DAILYMOTION disclaims any responsibility for deleted, lost, corrupted, or inaccessible Content.

DAILYMOTION shall not be held responsible in any case for (i) any malfunctions inherent to the nature of the Internet and/or used communication technologies in the access and/or use of the DAILYMOTION PRO Service, (ii) any default of its obligations caused by Force Majeure or unintentional causes, (iii) scheduled or unscheduled interruptions for maintenance needs, or (iv) the deletion of, corruption of, or failure to store any Content or other communications data maintained or transmitted through CLIENT’s use of the DAILYMOTION PRO Service. DAILYMOTION shall not be liable for any interruptions, and CLIENT waives any claim and/or lawsuit against DAILYMOTION for this reason.

DAILYMOTION shall not grant any guarantees of any kind to CLIENT, whether expressly or implicitly, including, but not limited to, the implied warranties of fitness for a particular purpose, merchantability, non-infringement, title, or that the DAILYMOTION PRO Service will be uninterrupted, error-free, or secure. Unless otherwise expressly provided in this Agreement, the DAILYMOTION PRO Service, including without limitation the look and feel, thematic channels, functionality, Video Player, and Third-Party Videos, are provided “AS IS.” CLIENT acknowledges and agrees that no advice or information obtained by CLIENT from DAILYMOTION shall create any representation or warranty not expressly stated in this Agreement.

CLIENT acknowledges and agrees that (i) DAILYMOTION is not a pay-per-view audiovisual media but a web hosting service provider, (ii) DAILYMOTION is not required to perform any prior monitoring of the content hosted through the DAILYMOTION PRO Service, or to search for facts or circumstances revealing illegal activities according to applicable Law, and (iii) DAILYMOTION’s obligations as a web hosting service provider may result in the taking down of content without DAILYMOTION’s having any liability in relation to such content and/or any obligation to participate in any legal proceedings CLIENT may initiate or be involved with related to such content. CLIENT further acknowledges and agrees that DAILYMOTION is not responsible for any data related to Third-Party Video(s) provided by their relevant uploaders, such as the video title, description, category, etc.

For the sake of clarity, CLIENT shall not be entitled to request any modification to the DAILYMOTION PRO Service. DAILYMOTION reserves the right to at any time discontinue and/or deactivate any features or tools provided within the scope of the DAILYMOTION PRO Service, and CLIENT’s only recourse shall be to stop using the DAILYMOTION PRO Service. Furthermore, DAILYMOTION may enhance, modify, and update the DAILYMOTION PRO Service at its sole discretion.

The Parties agree that the Content and/or Third-Party Video(s) available for embedding through the Video Player may include In-stream Advertising wherever such Content and/or Third-Party Video may be embedded. CLIENT further acknowledges and agrees that DAILYMOTION makes no representations concerning the volume of advertising inventory available on and/or the volume of advertisements delivered in relation to the Content and/or Third-Party Videos. Furthermore, DAILYMOTION makes no warranties concerning a minimum total amount of CLIENT Revenues to be earned by CLIENT during the Term. CLIENT agrees that DAILYMOTION reserves the right to at any time turn off the monetization of CLIENT’s Content, meaning that DAILYMOTION reserves the right to not associate any In-stream Advertising with CLIENT’s Content via the Video Player.

Without prejudice to any of its obligations in this Agreement, DAILYMOTION, its Affiliates, and their respective officers, directors, employees, agents, vendors, and suppliers (the “DAILYMOTION Parties”) disclaim all warranties of any kind, either expressed or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permissible under applicable Law. The DAILYMOTION Parties make no warranty or representation that the DAILYMOTION PRO Service, in whole or in part, will be uninterrupted, error-free, or secure, provided that the DAILYMOTION Site will generally be available 24 (twenty-four) hours a day 7 (seven) days a week, except during any scheduled or unscheduled interruptions for maintenance needs or cases of Force Majeure.

Nothing in the Agreement shall exclude or limit DAILYMOTION’s liability for losses which may not be lawfully excluded or limited by applicable Law. Subject to this overall provision, DAILYMOTION shall not be liable for: (a) any indirect, incidental, or consequential losses which may be incurred by CLIENT. This shall include (i) any loss of profit (whether incurred directly or indirectly); (ii) any loss of goodwill or business reputation; (iii) any loss of opportunity; or (iv) any loss of data suffered; (b) any loss or damage which may be incurred as a result of (i) any reliance placed by CLIENT on the completeness, accuracy, or existence of any Advertising, or as a result of any relationship or transaction between CLIENT and any advertiser or sponsor whose advertising appears on the DAILYMOTION PRO Service; (ii) any changes which DAILYMOTION may make to the DAILYMOTION PRO Service, or for any permanent or temporary cessation in the provision of the DAILYMOTION PRO Service (or any features within the DAILYMOTION PRO Service); (iii) CLIENT’s failure to provide DAILYMOTION with accurate account information; or (iv) CLIENT’s failure to keep its password or CLIENT Account details secure and confidential.

CLIENT acknowledges and agrees that DAILYMOTION’s liability, if any, for damages caused to CLIENT by any breach of DAILYMOTION’s obligations or warranties under this Agreement shall be limited to monetary damages at law, and CLIENT waives any right to seek injunctive or other equitable relief. CLIENT’s remedies hereunder shall not exceed the total fees paid and/or payable for the applicable DAILYMOTION PRO Service for the full initial or renewal term in which the incident giving rise to the claim arose.

CLIENT is solely responsible for taking its own steps to back up its Content. CLIENT further acknowledges that DAILYMOTION is not liable for any deleted, lost, corrupted, or inaccessible Content, and CLIENT assumes all risks in relation to the management and storage of its Content.

Notwithstanding anything to the contrary contained in this Agreement, CLIENT hereby recognizes and confirms that in the event of any failure or omission by DAILYMOTION constituting a breach of any of DAILYMOTION’s obligations or warranties under this Agreement, the damages, if any, caused to CLIENT are not irreparable or sufficient to entitle CLIENT to injunctive or other equitable relief. Consequently, CLIENT’s rights and remedies hereunder shall be limited to the right, if any, to obtain monetary damages at law, and CLIENT shall not have any right to seek or obtain any injunction or other equitable relief.

Unless expressly stated otherwise in an applicable Order Form (and any applicable attachments) or elsewhere in this MSA, the DAILYMOTION PRO Service is provided on an “AS IS” and “as available” basis. DAILYMOTION reserves the right, at its sole discretion, to modify, enhance, remove, or replace features or functionalities of the DAILYMOTION PRO Service from time to time.

Such changes may be made to improve performance, address evolving technological standards, respond to user feedback, or comply with applicable law. However, DAILYMOTION agrees that it will not make changes that materially diminish the core functionality of the DAILYMOTION PRO Service as paid for by the CLIENT during the Term, unless such changes are required to address legal or security concerns, or to maintain the DAILYMOTION PRO Service’s integrity.

CLIENT acknowledges that non-material modifications to the DAILYMOTION PRO Service may occur as part of the natural evolution of the platform and does not require prior notice.

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    1. Throughout the entire duration of the Agreement, and as an essential condition for the conclusion and execution of the Agreement, both Parties undertake to comply with (i) the UN Global Compact Principles (ii) all national and international standards relating to social and human rights issues, ethics and compliance, and environmental issues applicable to their activities, and (iii) all laws and regulations applicable to its activities, including laws relating to anti-corruption and the fight against money laundering and the financing of terrorism, child and forced labor, export controls and sanctions. Neither Party shall infringe them, nor compel the other Party to infringe them. In addition, CLIENT acknowledges DAILYMOTION’s Compliance Program (as available at the following URL: https://legal.DAILYMOTION.com/en/compliance/) and commits to comply with the principles and rules contained in the Code of Ethics and Anti-corruption code.  
  1. The Parties also represent and warrant that (i) none of the payments made or received under this Agreement are made to, or have been made to, or used to support, assist or finance any individual or group of individuals associated with an act of terrorism or money laundering as defined under French laws and (ii) their entity and their respective officers, directors, employees or agents acting on behalf of the Parties have not, directly or indirectly, offered, made or promised to make, authorized or given, and will not offer, make or promise to make, authorize or give, during the term of the Agreement, any payment of funds or anything of value to any Public Official or any other person or entity with the intent: (a) to influence any act or decision of a Public Official in the performance of his duties or any other person or entity, (b) to induce a Public Official or any other person or entity to do or omit to do any act in breach of his legal duty, (c) to obtain an undue advantage, or (d) to induce a Public Official or any other person or entity to misuse his position to influence any act or decision related to the Agreement in any way whatsoever. The Parties agree to declare to each other any Public Official among its shareholders or CLIENTs, officers, directors, employees, subcontractors, agents or any other third party acting on its behalf in the performance of this Agreement.  
  1. In addition, each Party represents that (i) it is not listed on, and is not 50% (fifty percent) or more owned or controlled, directly or indirectly, by any legal or factual means, by any person or entity identified on any Sanctions List, and (ii) no director or officer of its entity is listed on such Sanctions Lists or is in violation of export control and sanctions laws and regulations, in any jurisdiction in which the Party does business. In addition, the Parties shall not contract with any person or entity identified on a Sanctions List, or 50% (fifty percent) or more owned or controlled, by any legal or factual means, by any entity or person on a Sanctions List.    
  1. The Parties undertake to take all reasonable and appropriate measures to ensure that any third party involved, directly or indirectly, in the execution of the Agreement, if any, also complies with these obligations.    
  1. In the event (i) it becomes unlawful for a Party to fulfill any part of its commitments under this Agreement, or emit and/or receive payments due hereunder as a result of the imposition of sanctions against a Party, its directors, officers or any direct or indirect interest holders, or a Party’s country of registration or (ii) there is a breach of the above-mentioned obligations, the other Party may immediately suspend the performance of its obligations under this Agreement, including but not limited to payment obligations, and upon written notice to the other Party, terminate this Agreement with an immediate effect.  Neither Party shall be liable to the other or any other third party with whom that other Party may have a contractual obligation related to the Agreement, as a result of its suspension or termination due to the occurrence of one of the events listed above in (i) or (ii).

The Parties shall each keep all the information exchanged for the performance and execution of the Agreement (including any terms contained in the Agreement) and their subject matter confidential and agree not to disclose such information, including, without limitation, documents and information related to products, CLIENTs, strategy, development, financial, business practices, to any third parties except as necessary to any business and legal representatives or as necessary to perform the obligations under the Agreement or as required by any Law, stock exchange rule, regulation, court order or governmental agency, in which event the relevant Party shall so notify the other as promptly as reasonably practicable (and if possible prior to making any disclosure) and shall use its reasonable endeavors to seek confidential treatment of such information. 

  1. DAILYMOTION Policies. By executing the Agreement, CLIENT expressly acknowledges and agrees to be bound by all DAILYMOTION Policies, specifically including but not limited to the DAILYMOTION Site’s general terms of use and privacy policy.  The DAILYMOTION Policies may be updated from time to time, and the newest version of which shall always be accessible from the home page of the DAILYMOTION Site; if CLIENT disagrees with such modifications, CLIENT’s recourse shall be to stop using the DAILYMOTION PRO Service. In the event of any conflict between the DAILYMOTION Policies and this Agreement, this Agreement shall control.
  1. Governing Law. The Parties agree that DAILYMOTION shall be deemed to be a passive website that is based solely in Paris, France and over which personal jurisdiction cannot be obtained, either specific or general, in any jurisdiction other than Paris, France. The Parties agree that this Agreement and its interpretation and validity, and any disputes arising from this Agreement, shall be governed by the substantive Laws of France, applicable to contracts made and to be performed therein and without reference to its conflicts of laws rules that would result in the application of the laws of another jurisdiction. The Parties also agree that any claim or dispute arising out of or relating in any way to this Agreement shall be decided exclusively by a civil court of competent jurisdiction located in Paris, France and both Parties irrevocably consent to the personal and exclusive jurisdiction of any such court.
  1. Dispute Resolution. Prior to the initiation of any action or proceedings under this Agreement to resolve disputes between the Parties, the Parties shall make commercially reasonable efforts to resolve any such disputes by means of internal escalation and negotiation between senior representatives of the Parties with decision-making authority. Either Party may initiate negotiation proceedings by writing a notification letter to the other Party setting forth the particulars of the dispute, the terms of this Agreement involved, and the suggested resolution of the dispute. The Parties shall work together in good faith to resolve such dispute for a period of at least 60 (sixty) days prior to the initiation of any action of proceeding under this Agreement, which may be further extended should the Parties agree in writing (email sufficient).
    1. Force Majeure.  In the event that a Force Majeure event prevents or impedes a Party from performing one or more of its contractual obligations under the Agreement, the defaulting Party shall not be liable to the other Party to the extent attributable to such Force Majeure Event so long as such Force Majeure event is in effect. The defaulting Party shall immediately notify the other Party of such impediment and take commercially reasonable efforts to mitigate the effects of such Force Majeure event.
  1. Independence. Both Parties have entered into the Agreement as independent contractors, both legally and financially. The Agreement shall accordingly in no way constitute joint entity, agency relationship, joint venture or corporate partnership or any relationship of an employer and employee as between the Parties nor shall either Party hold themselves out as being part of such an entity or relationship. Except as provided under this Agreement, neither Party shall have the right or authority, express or implied, to assume or create any obligation on behalf of the other Party and neither Party shall misrepresent its authority to any third-party. Except as provided under this Agreement, neither Party shall have the authority to enter into any contract or commitment in the name of, or on behalf of the other Party, or to bind the other Party in any respect whatsoever.
  1. Validity. If one or more provision of the Agreement is considered to be invalid as such or as a result of the application of a Law, regulation, or the decision of a competent body having jurisdiction, it will be treated as not forming part of the Agreement and all other conditions will remain in force. However, if the invalidity or unenforceability of any provision of the Agreement should affect the legal and/or economical balance of the Agreement, the Parties agree to negotiate in good faith the substitution of such provision with a valid provision as legally and economically similar as possible.
  1. Entire Agreement. The Agreement shall constitute the entire agreement and understanding between the applicable Parties with respect to all matters which are referred to in the Agreement and the subject matter of the Agreement (specifically for the CLIENT Master Account stated herein) and shall supersede any previous agreements, letter of intents, prior drafts, undertakings, representations, warranties and arrangements of any nature whatsoever (whether or not in writing) between those Parties in connection with the subject matter of the Agreement.
  1. Translation. In the event of translations of the Agreement, it is agreed by the Parties that the English version of the Agreement will prevail in any event, even if such translation is provided by DAILYMOTION.
  1. Notices. Unless otherwise specified herein, all notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed. A copy of all notices sent by CLIENT shall be emailed to legal@DAILYMOTION.com.
  1. Electronic Signature. The Parties agree that the Order Form may be electronically signed. The Parties agree that electronic signatures appearing on the Order Form shall be the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
  1. Online MSA Updates. This MSA is incorporated by reference into Client’s Order Form. Dailymotion may update this MSA from time to time. Dailymotion may update this MSA from time to time and the most current version will always be posted online. Amendments to this MSA will not apply retroactively and will become effective upon posting. However, Dailymotion may choose to notify Client of certain material changes by emailing the email address associated with the Client Master Account and/or posting a notice online. Amendments relating to new functionality or legal compliance obligations will be effective immediately upon notice. By continuing to use the Dailymotion Pro Service after amendments become effective, Client implicitly agrees to be bound by the amended terms. If Client does not agree to the amended terms, Client’s only recourse is to terminate its subscription in accordance with the Termination section of this MSA.

Exhibit A – ADS-FREE VIDEO PLAYER SERVICE EXHIBIT

This Exhibit applies only if the ‘Ads-Free Video Player Service’ is selected by Client in the Order Form.

Upon use by CLIENT of the tools and features in relation to the Ads-Free Video Player Service on one or more of the CLIENT’s Accounts, the following provisions shall apply:

  1. Description of the Ads-Free Video Player Service

The Ads-Free Video Player Service is a service owned and operated by DAILYMOTION providing CLIENT with a white-label video player and enabling the CLIENT to host and stream audiovisual content owned or licensed by the CLIENT on the CLIENT Properties without the association of an In-Stream Advertising and providing CLIENT with premium support as further described herein.

The principal features of the Ads-Free Video Player are as described in the Order Form, specifically in the Subscription Levels Exhibit and the Professional Services Exhibit.

In exchange for these features, CLIENT shall pay to DAILYMOTION the Fees specified in the Order Form.

  1. Accessibility

The Ads-Free Video Player is available through the CLIENT Account on the DAILYMOTION PRO Service, through any means of electronic communication such as computers and mobile phones.

The access to the DAILYMOTION PRO Service granted to the CLIENT within the scope of the Agreement is personal, not assignable and non-transferable.

  1. Licenses
  1. License to the Content

Upon upload of CLIENT’s Content onto the CLIENT Accounts, by default such Content shall be in Private Mode. However, CLIENT may set any item of Content to Public Mode, making it viewable without any In-Stream Advertising on the DAILYMOTION Properties, on the CLIENT Properties (if it has been embedded there) and on Third Party Properties (if it has been embedded there).  

Unless otherwise agreed in writing with CLIENT, DAILYMOTION shall not associate any In-Stream Advertising with the CLIENT’s Content uploaded on the CLIENT’s Sub-Account whenever and wherever it appears in the Video Player.

CLIENT grants to DAILYMOTION, for the Term and the Territory, and transferable to its Affiliates, the non-exclusive rights to reproduce, represent, Stream, replay, exploit, exhibit, show, distribute and to, technically modify and compress the Content as is strictly necessary for the purposes of the viewing and/or Streaming of the Content via the Video Player wherever it is available (subject to such Territory restrictions as may be specified by CLIENT in accordance with the terms of this Agreement). For sake of clarity, DAILYMOTION shall not edit or alter the Content in any way, it shall only technically modify the Content as provided by the CLIENT as is strictly necessary in order to store it on the DAILYMOTION PRO Service and make it viewable via the Video Player.

CLIENT shall deliver the Content to DAILYMOTION with a level of quality in accordance with the typical industry standards; and shall provide the Content in one of the following digital formats: MPEG – 4, MPEG – 2, AVI, WMV, H.264 video format and AAC audio format or any other format set out in the “Frequently Asked Questions” section of the DAILYMOTION Site (as currently available at https://faq.dailymotion.com/hc/en-us).

  1. License to the Ads-Free Video Player Service

DAILYMOTION grants to the CLIENT a limited, revocable, non-transferable, non-exclusive, worldwide license to use the DAILYMOTION PRO Service to display the Content on the CLIENT Properties in the Territory without any In-stream Advertising and to benefit from the premium support as described herein associated with such service. Any right not explicitly granted to the CLIENT is hereby reserved by DAILYMOTION.

DAILYMOTION holds all rights related to the DAILYMOTION PRO Service and in particular to the Ads-Free Video Player Service. The Agreement does not grant the CLIENT any rights to the DAILYMOTION PRO Service, but simply a limited and revocable license according to the provisions of the present article. CLIENT shall not: (a) grant a sublicense, resell, redistribute, transfer, assign, broadcast, commercially exploit or make available to any third party in any way all or part of the DAILYMOTION PRO Service, or (b) modify or create derivative works based on the DAILYMOTION PRO Service, or modify or decompile the Ads-Free Video Player, without explicit authorization from DAILYMOTION.

3.3.4 License to Feedback, Suggestions or Recommendations

CLIENT hereby grants DAILYMOTION an unlimited, irrevocable, perpetual, transferable, non-exclusive, royalty-free, worldwide license to use and/or incorporate into the DAILYMOTION PRO Service any feedback, suggestions and/or recommendations provided to DAILYMOTION by CLIENT regarding the DAILYMOTION PRO Service.

CLIENT’s use of the Ads-Free Video Player Service is dictated by the different limits specified in the Subscription Level Exhibit. Should CLIENT exceed such limits, the Overage Charges specified in the same Exhibit shall apply.

Unused Plays, Bandwidth GBs, Hosting GBs, Encoding minutes, Users, or Sub-accounts that are included in CLIENT’s Subscription during a given term year do not carry over to the next term year.

CLIENT shall not (i) interfere or attempt to interfere with the proper operation of the Ads-Free Video Player Service or any activities conducted through the DAILYMOTION PRO Service or disable or bypass any measures that DAILYMOTION may use to prevent or restrict access to the Video Player, (ii) use any robot, spider or other device to retrieve, index, scrape, data mine or in any way gather information, Content or other materials from the Ads-Free Video Player, (iii) decipher, decompile, disassemble, reverse engineer, simulate, derive or attempt to discover any source code or underlying structure, ideas or algorithms from the Ads-Free Video Player or use any of the foregoing to create any software or service similar to the Ads-Free Video Player, (iv) create any derivative work or modification of the DAILYMOTION PRO Service, (v) license, sublicense, copy, display, sell, pledge, encumber, assign, loan, rent, lease, distribute, transfer or similarly exploit the DAILYMOTION PRO Service, except as expressly set forth in this Agreement, (vi) remove, obscure or alter any proprietary notices on the Video Player (or any portion thereof), (vii) use the DAILYMOTION PRO Service for any benchmarking purposes; or for application service provider, timesharing, service bureau or competitive purposes; or any purpose other than as contemplated by this Agreement or (viii) use the Ads-Free Video Player other than in accordance with this Agreement and all Laws.

CLIENT shall not distribute, re-license, sell, lease, transfer, encumber, assign or make available for Public use the Ads-Free Video Player Service.  Any attempt to take any such actions is void and constitutes a material breach of this Agreement.

DAILYMOTION reserves the right to suspend the CLIENT’s access and/or CLIENT’s use of the DAILYMOTION PRO Service if DAILYMOTION becomes aware of any infringement of the applicable legislation or of the Agreement by the CLIENT.

Unless otherwise specified herein, the Ads-Free Video Player Service is provided on an “AS IS” basis. DAILYMOTION reserves the right to freely make any modifications or improvements to the Ads-Free Video Player Service at its sole discretion. The DAILYMOTION’s Site will be available, in principle, 24 hours a day 7 days a week, except during any scheduled or unscheduled interruptions, for maintenance needs or cases of Force Majeure. Unless otherwise specified herein, the CLIENT acknowledges and agrees that DAILYMOTION is not liable for any interruptions and waives any claim and/or lawsuit against DAILYMOTION.

DAILYMOTION may update the DAILYMOTION PRO Service at any time and is under no obligation to provide notice thereof unless there is a change that will materially affect CLIENT’s use of the DAILYMOTION PRO Service.  DAILYMOTION may identify certain updates as being critical (e.g., updates that address significant security issues) by written notice (including e-mail to the address provided by CLIENT). DAILYMOTION shall not be liable for, and CLIENT shall indemnify and hold DAILYMOTION harmless for, losses due to CLIENT’s failure to take the foregoing steps with respect to a critical update.

CLIENT acknowledges that development for each operating system may be subject to the applicable operating system provider’s own rules, regulations, standards and requirements and that DAILYMOTION has no control or responsibility, therefore.  CLIENT is solely responsible for its compliance with the foregoing and DAILYMOTION makes no representations or warranties of compatibility with any operating system.

Content transcoded via the Ads-Free Video Player Service may only be delivered via the Ads-Free Video Player Service.  Downloading transcoded content for delivery via other mechanisms or CDN fronting the Ads-Free Video Player’s delivery functionality is strictly prohibited and may result in additional fees, account suspension, and/or termination. 

As part of the Ads-Free Video Player Service, DAILYMOTION will assist the CLIENT in the implementation and integration of the Video Player as well as in the event of a technical issue related to the use of the Video Player, providing CLIENT with the commitments listed in the Service Level Agreement.

DAILYMOTION may also provide the CLIENT with online or onsite trainings, for which the link will be communicated to CLIENT by email, where any particular onsite or live online training session would be subject to pre-registration by CLIENT and space availability. For the avoidance of doubt, the Content of all training services form a part of the DAILYMOTION PRO Service. In addition to the disclaimers set forth in the Agreement, DAILYMOTION makes no representation or warranty of any kind with respect to the training services or any results that may be obtained as a result of CLIENT’s attendance of such services.

CLIENT is solely responsible for: (i) its use of the DAILYMOTION PRO Service and specifically of the Content it makes available to the Public through the Ads-Free Video Player Service (ii) and the protection of its own computer hardware against any virus or interruption.

DAILYMOTION shall not be held responsible in any case for (i) any malfunctions, inherent of the nature of the Internet, in the access and/or the use of the DAILYMOTION PRO Service, (ii) or any default of its obligations caused by Force Majeure or an unintentional cause. Unless otherwise stated in the Agreement, DAILYMOTION does not grant any guarantee of any kind to the CLIENT, whether expressly or implicitly, in any area, including and in particular any guarantee of fitness for a particular purpose.

Notwithstanding the foregoing, DAILYMOTION undertakes to respect the Service Level Agreement.

Upon termination of this Agreement for whatever reason, a reversibility plan to retrieve the source files and metadata of Content hosted on the DAILYMOTION PRO Service may be activated at the request of the CLIENT.

If requested by the CLIENT, no later than sixty (60) days prior to the effective termination date of the Agreement, DAILYMOTION may at its own discretion assist the CLIENT to execute this reversibility plan, being agreed that such assistance and customized reversibility plan will be billed €2,000.00 (two thousand Euros) because of the additional support needed to provide such service, according to the following rules:

•            If the reversibility arises as a result of an early termination of this Agreement due to DAILYMOTION’s breach of its obligations and warranties, the reversibility assistance and customized plan service will not be invoiced to the CLIENT.

•            If the reversibility arises as a result of the occurrence of a Force Majeure event, the costs of the reversibility assistance and customized plan service will be shared equally between the Parties.

•            If the reversibility arises as a result of any other reason for termination of this Agreement, the cost of the reversibility assistance and customized plan service will be invoiced to the CLIENT in full.

Regardless of CLIENT’s choice in relation to CLIENT’s retrieval of the source files and Content metadata hosted by DAILYMOTION, Parties agree that immediately following the effective termination date of the Agreement (or at any other date mutually agreed between the Parties), DAILYMOTION shall have the right at its sole discretion to delete CLIENT’s Content hosted on the DAILYMOTION PRO Service at any moment, without any liability or financial compensation from DAILYMOTION. CLIENT shall then be solely responsible for safeguarding its Content before the termination date, whether in the scope of the reversibility plan or by CLIENT’s own safeguarding means.

Exhibit B – ADS-SUPPORTED VIDEO PLAYER SERVICE (EXCLUSIVE DM SALES RIGHTS) EXHIBIT

This Exhibit applies only if the ‘Ads-Supported Video Player Service – Exclusive DM Sales Rights’ are selected by CLIENT in the Order Form.

Upon use by CLIENT of the tools and features related to the Ads-Supported Video Player Service on one or more of the CLIENT Accounts, the following provisions shall apply:

CLIENT shall deliver the Content to DAILYMOTION with a level of quality in accordance with the typical industry standards; and shall provide the Content in one of the following digital formats: MPEG – 4, MPEG – 2, AVI, WMV, H.264 video format and AAC audio format or any other format set out in the “Frequently Asked Questions” section of the DAILYMOTION Site (as currently available at https://faq.dailymotion.com/hc/en-us).

In order to optimize the sale of the inventory associated with CLIENT’s Content when and if it is made available by CLIENT on the CLIENT Properties, CLIENT shall associate DAILYMOTION’s advertising text file (called ads.txt) to the domains of the CLIENT Properties where the DAILYMOTION Video Player is embedded. To do so, CLIENT shall download the ads.txt file available within the dedicated space on the CLIENT HQ and integrate it within the header of the above-mentioned domains. DAILYMOTION shall make the latest version of such advertising text file accessible to CLIENT from the CLIENT HQ and CLIENT may contact its business contact at DAILYMOTION for assistance, if needed.

Upon upload onto the CLIENT Accounts, CLIENT’s Content shall automatically be set to Public Mode, however CLIENT may change this setting for any item of Content at any time to Private Mode.

  1. DAILYMOTION (or any advertising sales representative chosen at its own discretion) is granted the exclusive right to sell Advertising in connection with the Content on the DAILYMOTION Properties and/or within the Video Player. CLIENT agrees and acknowledges that DAILYMOTION shall have the sole control, discretion and approval over the (i) terms and conditions negotiated with advertisers, (ii) advertising rates, and (iii) the look and feel, placement, architecture of the Advertising, being agreed that CLIENT is prohibited in this regard to impede the display of the In-stream Advertising through the Video Player when exported on the CLIENT Properties.

Additionally, in furtherance of the exclusivity granted to DAILYMOTION, CLIENT is prohibited from selling Advertising (directly or indirectly through any third-party) associated with the Content within the DAILYMOTION Properties and/or the Video Player. Notwithstanding the foregoing, nothing herein grants DAILYMOTION any right to sell Display Advertising on the CLIENT Properties.

DAILYMOTION warrants that the Advertising associated with the Content on DAILYMOTION Properties and/or within the Video Player will be compliant with applicable Laws.

DAILYMOTION shall pay to CLIENT a Revenue Share equal to the Net Advertising Revenues related to the Ads-Supported Video Player Service in relation to the sharing of the Content through the Video Player on the DAILYMOTION Properties, on the CLIENT Properties and on the Third-Party Properties. The specific Revenue Share percentage shall be set forth in the applicable Order Form.

Exhibit C –ADS-SUPPORTED VIDEO PLAYER SERVICE (NON-EXCLUSIVE DM SALES RIGHTS) EXHIBIT

This Exhibit applies only if the ‘Ads-Supported Video Player Service – Non-Exclusive DM Sales Rights’ are selected by CLIENT in the Order Form.

Upon use by CLIENT of the tools and features related to the Ads-Supported Video Player Service on one or more of the CLIENT Accounts, while the CLIENT has the first right to sell In-stream Advertising in connection with the Content distributed on the CLIENT Properties through the exported Video Player and while DAILYMOTION has the right to sell the Unsold Ads in connection with the Content on the CLIENT Properties through the exported Video Player the following provisions shall apply:

1.1. License and Catalog

CLIENT grants to DAILYMOTION, for the Term and the Territory, and transferable to its Affiliates, the non-exclusive rights to reproduce, represent, Stream, replay, exploit, exhibit, show, market, distribute and to, technically modify and compress the Content as is strictly necessary for the purposes of the viewing and/or Streaming of the Content via the Video Player wherever it is available (subject to such Territory restrictions as may be specified by CLIENT in accordance with the terms of this Agreement). For sake of clarity, DAILYMOTION shall not edit or alter the Content in any way (with the exclusion of potential Advertising insertions under the Ads-Supported Video Player Service or otherwise agreed by CLIENT through the technical and/or automated enhancement features made available to CLIENT through CLIENT HQ), it shall only technically modify the Content as provided by the CLIENT as is necessary in order to store it on the DAILYMOTION PRO Service and make it viewable via the Video Player or throughout the DAILYMOTION Properties.

CLIENT shall deliver the Content to DAILYMOTION with a level of quality in accordance with the typical industry standards; and shall provide the Content in one of the following digital formats: MPEG – 4, MPEG – 2, AVI, WMV, H.264 video format and AAC audio format or any other format set out in the “Frequently Asked Questions” Section of the DAILYMOTION Site (as currently available at https://faq.dailymotion.com/hc/en-us).

In order to optimize the sale of the inventory associated with CLIENT’s Content, when and if it is made available by CLIENT on the CLIENT Properties, CLIENT shall associate DAILYMOTION’s advertising text file (called ads.txt) to the domains of the CLIENT Properties where the DAILYMOTION Video Player is embedded. To do so, CLIENT shall download the ads.txt file available within the dedicated space on the CLIENT HQ and integrate it within the header of the above-mentioned domains. DAILYMOTION shall make the latest version of such advertising text file accessible to CLIENT from the CLIENT HQ and CLIENT may contact its business contact at DAILYMOTION for assistance, if needed.

Upon upload onto the CLIENT Accounts, CLIENT’s Content shall automatically be set to Public Mode, however CLIENT may change this setting for any item of Content at any time to Private Mode. Notwithstanding the foregoing, CLIENT shall always keep at least 80% (eighty percent) of the Content hosted on the CLIENT Accounts in Public Mode on DAILYMOTION Properties during the Term and in the entire Territory, meaning the volume of Content set to Private Mode on the CLIENT Accounts shall never exceed 20% (twenty percent).

1.2. Sale of Advertising

1.2.1. On CLIENT Properties

CLIENT is granted, for the Territory and the Term of the Agreement, the first right to sell In-stream Advertising in connection with the Content distributed on the CLIENT Properties through the exported Video Player by its own sales forces or by any advertising sales representative third-party acting on its behalf either through direct or programmatic offers.

Notwithstanding the foregoing, DAILYMOTION (or any advertising sales representative chosen at its own discretion) is granted, for the Territory and the Term of the Agreement, the right to sell the Unsold Ads in connection with the Content on the CLIENT Properties through the exported Video Player either through direct or programmatic offers. For avoidance of doubt, the Unsold Ads means any space dedicated to In-stream Advertising which is available at the moment at which an advertising call to the DAILYMOTION’s ad-server is made by DAILYMOTION.

Each registration of the CLIENT Properties in the dedicated area of its CLIENT Accounts during the Term shall have to be followed by a notification to DAILYMOTION and by the sending of the corresponding VAST tags (or bundle ID for the CLIENT’s mobile applications) that are necessary to allow CLIENT to sell In-stream Advertising inventory, being agreed that the sales rights granted to CLIENT shall begin as of the technical integration of the Parties’ ad-servers.

For the avoidance of doubt, the sales rights granted to CLIENT in this Section are subject to the respect by the CLIENT of its commitments set out in Section 1.1. of this Exhibit.

1.2.2.     On DAILYMOTION Properties and on Third-Party Properties

DAILYMOTION (or any advertising sales representative chosen at its own discretion) is granted the exclusive right to sell Advertising in connection with the Content on DAILYMOTION Properties and on the Third-Party Properties (where the Video Player is embedded), either through direct or programmatic offers. Additionally, in furtherance of the exclusivity granted to DAILYMOTION, CLIENT is prohibited from selling Advertising (directly or indirectly through any third-party) associated with the Content on DAILYMOTION Properties and on the Third-Party Properties.

1.2.3.     Terms of the sale of Advertising

For sake of clarity, DAILYMOTION (or any advertising sales representative chosen at its own discretion) is granted the exclusive right to sell Display Advertising in connection with the Content on DAILYMOTION Properties. Notwithstanding the foregoing, nothing herein grants to DAILYMOTION any right to sell Display Advertising on CLIENT Properties.

The In-stream Advertising (even when it has been sold by the CLIENT or any advertising representative third-party acting on its behalf, if any) served in connection with the Content shall be served through the DAILYMOTION’s ad-server, being agreed that no technical fee shall be charged to CLIENT for this use of the DAILYMOTION’s ad-server provided that the CLIENT’s ad-server (or any advertising representative third-party acting on its behalf, if any) is VAST-compatible.

Therefore CLIENT (or any advertising representative third-party acting on its behalf, if any) shall grant DAILYMOTION access to VAST tags (or bundle ID for the CLIENT’s mobile application) to plug into such ad server for the purpose of sale of In-stream Advertising by CLIENT or any advertising representative third-party acting on its behalf, if any).

CLIENT (or any advertising representative third-party acting on its behalf, if any) represents and warrants that it shall not sell any Advertising which: (i) contains Prohibited Content and/or (ii) violates any applicable Laws.

CLIENT agrees and acknowledges that DAILYMOTION shall have the sole control, discretion and approval over the look and feel and architecture of the DAILYMOTION PRO Service and its related webpages.

DAILYMOTION warrants that the Advertising associated with the Content on DAILYMOTION Properties and/or within the Video Player will be compliant with applicable Laws.

2.1.        When CLIENT sells In-stream Advertising

When CLIENT (or any advertising representative third-party acting on its behalf, if any) sells In-stream Advertising in connection with the Content distributed on CLIENT Properties through the Video Player, CLIENT shall be entitled to retain a share of the gross advertising revenues generated from the sale. The applicable Revenue Share shall be set forth in the applicable Order Form.

2.2         When DAILYMOTION sells In-stream Advertising

DAILYMOTION shall pay to CLIENT a Revenue Share from the Net Advertising Revenues related to the Ads-Supported Video Player Service served in connection with the Content distributed under the Ads-Supported Video Player Service (i) on DAILYMOTION Properties, (ii) on CLIENT Properties through the Video Player and (iii) on the Third-Party Properties through the Video Player. The applicable Revenue Share shall be set forth in the applicable Order Form.

Exhibit D – WEBSITE MONETIZATION FEATURE EXHIBIT

This Exhibit applies only if the ‘Website Monetization Feature Service’ is selected by Client in the Order Form.

Upon use by CLIENT of the tools and features related to the Website Monetization Feature, the following provisions shall apply:

DAILYMOTION authorizes CLIENT to make available the Third-Party Videos through the Video Player, on CLIENT Properties.

CLIENT may immediately and at CLIENT’s sole discretion remove at any time any such specific Third-Party Video from CLIENT Properties on which CLIENT had previously exported it for any reason including, without limitation, if CLIENT reasonably believes that the distribution of such Third-Party Video violates any applicable Law.

The Parties agree that the Third-Party Video(s) available via the Video Player embedded on the CLIENT Properties may include In-stream Advertising. DAILYMOTION (or any advertising sales representative chosen at its own discretion) will be allowed, on an exclusive basis, to sell the advertising spaces dedicated to In-stream Advertising in the Video Player integrated into the CLIENT Properties. 

CLIENT agrees and acknowledges that DAILYMOTION shall have the sole control, discretion and approval over the (i) terms and conditions negotiated with advertisers, (ii) advertising rates, and (iii) the look and feel, placement, architecture of the Advertising, being agreed that CLIENT is prohibited in this regard to impede the display of the In-stream Advertising through the Video Player when exported on CLIENT Properties. For clarification, the foregoing restrictions shall not limit CLIENT’s right to remove any Third-Party Video from the CLIENT Properties as described above.

Additionally, in furtherance of the exclusivity granted to DAILYMOTION, CLIENT is prohibited from selling Advertising (directly or indirectly through any third-party) associated with the Third-Party Video(s) through the Video Player.

DAILYMOTION acknowledges and agrees that it is not authorized to sell advertising spaces dedicated to Display Advertising on the CLIENT Properties, and that on the CLIENT Properties DAILYMOTION may only sell In-stream Advertising within the Video Player.

DAILYMOTION warrants that the In-stream Advertising associated with the Third-Party Videos on the CLIENT Properties through the Video Player will be compliant with applicable Laws.

DAILYMOTION shall pay to the CLIENT a Revenue Share from the Net Advertising Revenues related to the Website Monetization Feature. The applicable Revenue Share shall be set forth in the applicable Order Form.

CLIENT acknowledges and agrees that DAILYMOTION, in accordance with its hosting provider status, shall not perform any prior monitoring of the content uploaded on DAILYMOTION Properties.  Therefore, the Third-Party Videos are provided “AS IS” with no warranties whatsoever and the embedding of any Third-Party Videos by CLIENT into CLIENT Properties will be at CLIENT’s sole risk and liability.

CLIENT acknowledges and agrees that DAILYMOTION or the third-party video uploader, may remove at any time and at its sole discretion any Third-Party Video from DAILYMOTION Properties, being agreed that in such case the removed Third-Party Video will no longer be available for Streaming through the Video Player on CLIENT Properties.

CLIENT also acknowledges and agrees that the third-party video uploader may also restrict the exposure of any Third-Party Video at any time and at its sole discretion notably by geo-restricting the Third-Party Video or setting it to Private Mode which may impact the availability for Streaming of the given Third-Party Video through the Video Player on CLIENT Properties.

CLIENT acknowledges and agrees that DAILYMOTION is not responsible for any data related to Third-Party Video(s) provided by the relevant video uploader such as the video title, description, category, etc., even if such data creates discrepancy between the Third-Party Video(s) embedded via the Video Player and the category selected by CLIENT.