General Terms and Conditions

Last Updated on February 2, 2024

General Terms and Conditions

Last Updated on February 2, 2024
  1. Applicability and Interpretation of these 24i General Terms and Conditions
    1. Thank you for selecting 24i. These GTCs apply to any and all Order Forms and Statements of Work signed by Client for the provision of certain Products, Services, and/or Deliverables by 24i, and Client agrees and acknowledges that the signature of Order Forms and/or Statements of Work by it, in conjunction with these overarching GTCs, constitutes each a legally binding contractual relationship established between Client and 24i, which creates enforceable rights and obligations for the Parties, governing the provision of the Products, Services, and/or Deliverables by 24i to the Client, and is the comprehensive embodiment of the terms, conditions, and commitments mutually agreed upon by the Parties ("Agreement").
    2. All capitalized terms and words in these GTCs shall have the meanings set forth in Annex I to the GTCs - Definitions. Any and all Annexes and Exhibits to Order Forms and/or to Statements of Work shall form an integral part of the Agreement between the Parties. In the event of any discrepancies between these GTCs, Order Forms, Statements of Work, Annexes, and Exhibits thereto, and/or any other written document signed by the Parties, these GTCs shall prevail unless explicitly and formally agreed otherwise in writing by the Parties. Headings are inserted in these GTCs for ease of reference only and shall not affect the interpretation or construction of the GTCs. References to a statutory provision or law include a reference to that provision or law as amended or re-enacted.
    3. In the absence of an Order Form and/or a Statement of Work signed by the Client, these GTCs shall also apply to any purchase orders, order confirmations, or any other documents issued or signed by the Parties that are related to the provision of any of the Products, Services, and/or Deliverables by 24i to the Client. The Client hereby irrevocably agrees and acknowledges that these GTCs shall automatically apply in case Client accesses and/or starts to use any of the Products, Services, and/or Deliverables provided by 24i at any time and in any manner without a corresponding signed Order Form and/or Statement of Work.
    4. Any deviations from or additions to these overarching GTCs shall be binding only if mutually agreed upon in writing by both Client and 24i in an Order Form, Statement of Work. In the event of any discrepancies in the interpretation of these GTCs, Order Forms, Statements of Work, or any other document agreed upon in writing between 24i and the Client, these GTCs shall take precedence, unless specifically stated otherwise in writing in the relevant.
  1. Order Forms
    1. Order Forms shall be issued by 24i and signed by Client to formalize the provision of (i) Subscription Services, (ii) Platform Services, (iii) Licensed Software (iv) Thirty Party Solutions, and/or (iii) Enablement Services by 24i to Client and must include all commercial and technical information regarding the contemplated transaction, such as Client's corporate details, the Signature Date, the Subscription Period, the Products, Services, and/or Deliverables contracted, the Thirty Party Solutions contracted, the applicable Fees, the Billing Frequency, the Payment Terms, the Handover Configuration Document, among other information and details deemed relevant on a case by case basis ("Order Form").
    2. Each Order Form constitutes a separate and independent agreement between 24i and Client that shall be always subject to these GTCs and, hence, these GTCs apply to and form an integral part of any Order Form signed by Client. Client hereby acknowledges and agrees that it is aware and in agreement with the terms and conditions set forth herein, and that the signature of Order Forms represents Client's irrevocable assent to these GTCs, creating a legally binding Agreement between the Parties with enforceable rights and obligations for both 24i and Client.
  1. Statements of Work
    1. Statements of Work shall be issued by 24i and signed by Client to formalize the provision of Professional Services by 24i to Client and must include all commercial and technical information regarding the contemplated transaction, such as Client's corporate details, the Signature Date, the Term, the contracted amount of Professional Services in Personnel-Days or Personnel-Hours, the applicable Professional Service Fees, the Billing Frequency, the Payment Terms, among other information and details deemed relevant on a case by case basis ("Statement of Work").
    2. Each Statement of Work constitutes a separate and independent agreement between 24i and Client that shall be always subject to these GTCs and, hence, these GTCs shall apply to and form an integral part of any Statement of Work signed by Client. Client hereby acknowledges and agrees that it is aware and in agreement with the terms and conditions set forth herein, and that the signature of Statements of Work represents Client's irrevocable assent to these GTCs, creating a legally binding Agreement between the Parties with enforceable rights and obligations for both 24i and Client.
  1. Service Start Date, Subscription Period, Term, Termination
    1. In regards to the Subscription Services, the Platform Services, the Thirty Party Solutions, the Licensed Software, and/or the Enablement Services provided by 24i to Client, the Service Start Date and the Subscription Period shall be outlined in an Order Form. In case an Order Form does not expressly indicate the Subscription Period, it shall be deemed to have been concluded for a minimum Subscription Period of 36 (thirty-six) months from the Service Start Date. The termination of Order Forms is only possible at the expiry of the applicable Subscription Period, except in the event of the occurrence of a situation as referred to in Clause 4.4 of these GTCs.
    2. Upon expiry of the Subscription Period, the Order Form shall be automatically renewed for a successive period of one (1) year, and so forth after that upon each anniversary thereof, unless (i) a Party terminates the Order Form by sending a written notice to the other Party ultimately six (6) calendar months before the expiration of the initial Subscription Period or the then-current renewal Subscription Period, as applicable, (ii) or the Order Form is terminated by a Party in accordance with the terms set forth in Clause 4.4 of these GTCs. During any renewal Subscription Period, these GTCs and the other terms and conditions set forth in the relevant Order Form shall remain in effect.
    3. Specifically in regards to the Professional Services, the Term and the applicability of auto-renewal conditions shall be specified in the Statements of Work, among other relevant information as set forth in Clause 3 of these GTCs.
    4. Either Client and 24i may terminate Order Forms and/or Statements of Work, in whole or in part, prior to the expiration of the applicable Subscription Period or the applicable Term, as the case may be, by sending a written notice to the other Party in accordance with the provisions set forth in Clause 15 of these GTCs:
      1. with immediate effect, if the other Party is declared bankrupt or granted a (provisional) suspension of payments, ceases to pay its debts, becomes insolvent or an order is made or a resolution is passed for the liquidation, administration, winding up or dissolution of the other Party, or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed to administer all or any substantial part of the assets of the other Party, or the other Party requests for a moratorium, enters into or proposes any composition or arrangement with the creditors generally, or anything analogous to the foregoing arises in any applicable jurisdiction;
      2. with immediate effect, if the other Party breaches its obligations under these GTCs, an Order Form, and/or a Statement of Work, and and such default or breach is incapable of being remedied;
      3. with immediate effect, if the other party breaches its obligations under the GTCs, an Order Form, and/or a Statement of Work, and such default or breach (if capable of remedy) is not fully remedied within a period of 30 (thirty) calendar days (or such longer period as the notifying Party may authorize in writing) after the receipt of a written notice demanding cure in observance of Clause 15 of these GTCs;
      4. with immediate effect, if the other Party terminates its business; or
      5. with immediate effect, if either Party is unable to fulfill its obligations under the GTCs, an Order Form, and/or a Statement of Work due to a Force Majeure event within 60 (sixty) calendar days from the receipt of a written notice in observance of Clause 15 of these GTCs informing about such Force Majeure event.
    5. The termination or expiration of an Order Form and/or a Statement of Work shall not affect any accrued rights or liabilities of a Party under these GTCs, such Order Form, and/or such Statement of Work nor shall it affect the coming into force or the continuance in force of any provision thereof which are expressly or by implication intended to come into or continue in force on or after such termination or expiration.
    6. The termination of any Order Form and/or any Statement of Work shall not affect any other Order Forms and/or any other Statements of Work contracted by Client. The term of each Order Form and/or Statement of Work shall be as set out in that Order Form and/or Statement of Work. These GTCs shall apply for as long as at least one Order Form and/or a Statement of Work subsists.
    7. Following termination or expiration of the Order Form and/or Statement of Work, each Party (i) shall continue to maintain strict confidentiality of the other Party’s Confidential Information and (ii) shall within thirty (30) calendar days, return to the other Party or destroy (at the other Party’s election) all tangible embodiments of the same and any other materials belonging to the other Party.
  1. Obligations of the Client
    1. Client shall supply all information, including but not limited to data, documents, designs, specifications, and assistance required for 24i to execute an Order Form and/or a Statement of Work (e.g. development input such as video streams, APIs, etcetera) (jointly, "Client Information") in a timely and proficient manner. The Client shall be responsible for and guarantees that all Client Information provided by it to 24i is accurate and complete. 24i is not obliged to independently verify any of the Client Information provided by the Client and is not liable for any damage and/or delay resulting from errors, inaccuracies, or omissions in any of the Client Information provided by it to 24i.
    2. If Client fails to supply any Client information in time which 24i requires to execute an Order Form and/or a Statement of Work, 24i’s related obligations under these GTCs, such Order Form and/or such Statement of Work (including but not limited to the estimated Handover Date and Service Start Date and the provision of Products, Services, and/or Deliverables by 24i) will be suspended until the moment the Client supplies the missing Client Information to 24i. Any suspension in this respect will not affect the Client’s obligation to timely pay all the applicable Fees as agreed upon with 24i in the applicable Order Form and/or Statement of Work as such failure by the Client has not happened. In such event and upon receipt of the outstanding Client Information, 24i will communicate to the Client a new Handover Date and a new Service Start Date for the impacted Products, Services, and/or Deliverables in writing.
  1. Invoicing, Payment
    1. 24i shall invoice the Client as set forth in the applicable Order Form and/or Statement of Work. All Invoices shall be sent to the address and the Invoice contact listed in the applicable Order Form and/or Statement of Work and shall include (i) the date of the Invoice, (ii) the applicable Billing Period, (iii) the Client’s tax identification number, (iv) a description of the Products, Services, and/or Deliverables provided, (v) the total Fees for the Products, Services, and/or Deliverables provided by 24i, and (vi) any taxes for which the Client is responsible, and any other information and details which may be deemed necessary on a case by case basis ("Invoice").
    2. Except if agreed otherwise in an Order Form and/or in a Statement of Work, the Client shall pay all Fees due by it to 24i within thirty (30) calendar days from the date of the Invoice. The moment of payment shall be the moment at which the amount due corresponding to the applicable Fees has been fully and irrevocably credited to 24i's banking account. The Client is not entitled to set off, deduct, or suspend the payment of any Fees payable by it to 24i as agreed in any Order Form and/or Statement of Work. Any and all Fees paid by Client to 24i are outlined in the applicable Order Form and/or Statement of Work and are not refundable.
    3. If the Client fails to pay any of the Fees due in accordance with the provisions of this Clause 6 it shall be in default without prior notice of default from 24i being required. From the day on which the Client is in default until the date of the payment in full, overdue payment interest shall be due at a rate of 12% (twelve percent) per year (for the avoidance of doubt, at a rate of 1% (one percent) per month) on the aggregate amount of the outstanding Fees, which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month. All judicial and extrajudicial costs incurred by 24i as a result of the Client’s default shall be paid by the Client.
  1. Intellectual Property Rights
    1. The Client acknowledges and agrees that 24i shall exclusively retain all its rights, title, and interest, including all Intellectual Property rights, in and to the Subscription Services, the Platform Services, the Licensed Software, and in any and all work resulting from the provision of Enablement Services and/or Professional Services by 24i to Client. No rights of use, access, or licenses whatsoever in regards to the Products, Services, and/or Deliverables are granted other than those expressly set forth in Clause 8 of these GTCs, except if expressly outlined in writing differently in an Order Form and/or in a Statement of Work.
    2. Title to all Client Information made available by the Client to 24i shall remain in the Client. Upon termination or expiration of an Order Form and/or a Statement of Work, 24i shall at the Client’s election, return to the Client or destroy all such Client Information (including copies thereof). Client hereby grants to 24i a free, non-exclusive, limited, non-transferable, revocable license/right to use the Client Information to fulfill its obligations under these GTCs, the applicable Order Form, and/or a Statement of Work.
  1. Enablement Services, Handover Date, Defects
    1. 24i shall provide Enablement Services to the Client subject to the payment of the corresponding Fees as outlined in an Order Form. The relevant Order Form must also indicate the estimated Handover Date and the Service Start Date concerning the Subscription Services, the Platform Services, and/or the Licensed Software.
    2. The Client acknowledges and agrees that any delay in performing its obligations under these GTCs, an Order Form, and/or a Statement of Work, especially but not limited to the timely provision of the Client Information to 24i, may result in a delay in the performance of the Enablement Services, the Handover Date, the Service Start Date and/or the provision of Products, Services, and/or Deliverables by 24i to Client. In such a situation, 24i will not be liable towards the Client in respect of any delay in meeting any of its commitments resulting from the Client's failure to perform any of its obligations under these GTCs, an Order Form, and/or a Statement of Work.
    3. If Defects in the Products, Services, and/or Deliverables are detected by the Client following the Handover Date, such Defects will be resolved by 24i within a reasonable timeframe depending upon the severity of the Defects. In the case of a critical Defect (i.e. a Defect that completely prevents the Service Start Date, a Defect that renders the Products, Services, and/or Deliverables inoperable or causes a system crash), 24i will correct the Defects as soon as possible and the interval of time referred to in Clause 8.4 of these GTCs will be suspended until 24i provides a temporary fix or resolves the Defect. In the case of a non-critical Defect (i.e. a Defect that does not prevent the access and use of the Products, Services, and/or Deliverables by the Client), 24i will correct the Defect within a reasonable timeframe that corresponds to the severity of the non-critical Defect without prejudice to the interval of time referred to in Clause 8.4 of these GTCs; and If no critical Defect in respect of the Software is detected by the Client, the Client shall confirm at its earliest convenience to 24i its irrevocable acceptance of the Products, Services, and/or Deliverables in writing (being email valid for this purpose).
    4. If the Client does not report any critical Defect within 7 (seven) calendar days after the Handover Date or if at any time the Client commences live running of the whole or any part of the Products, Services, and/or Deliverables, the Products, Services, and/or Deliverables shall be deemed irrevocably accepted by the Client.
  1. Client's rights to the Subscription Services, Platform Services, and the Licensed Software;
    1. In case Client contracts 24i for the provision of the Subscription Services, the Platform Services, and/or the Licensed Software subject to the payment of the corresponding Fees and to the conditions of this GTCs and the applicable Order Form, 24i grants to the Client a non-exclusive, limited, non-transferable, revocable license/right to access and use the Subscription Services, the Platform Services and/or the Licensed Software (as the case may be, and as outlined in the applicable Order Form) during the Subscription Period, and also permits Client to grant access and usage rights to such Subscription Services, Platform Services  and/or Licensed Sofware to its Subscribers and/or Users.
    2. The Client acknowledges and agrees that:
      1. it has no right, title, or interest in the Intellectual Property included in any of the Subscription Services, the Platforms Services, and/or in the Licensed Software, except as set out in Clause 9.1 of these GTCs;
      2. it must comply with any restrictions on the access and use of the Subscription Services, the Platform Services and/or the Licensed Software as well as any additional restriction further specified in an Order Form;
      3. it may not alienate, sell, lease, transfer, assign, license, pledge or otherwise part with possession of any the Intellectual Property included in the Subscription Services, the Platform Services and/or the Licensed Software;
      4. it may not alter, change, adjust or modify any of the Intellectual Property included in the Subscription Services, the Platform Services and/or the Licensed Software;
      5. it may not attempt to disassemble, decompile or otherwise reverse engineer any the Intellectual Property included in the Subscription Services, the Platform Services and/or the Licensed Software; and
      6. it may not remove, obliterate or alter any proprietary notice on any Intellectual Property included in the Subscription Services, the Platform Services and/or the Licensed Software.
    3. Client also acknowledges and agrees that it will have the following restrictions in its agreements with Subscribers and/or Users in respect of any use and/or access to the Subscription Services, the Platform Services and/or the Licensed Software by such Subscriber and/or Users,:
      1. Subscribers and/or Users have no right, title or interest in the Subscription Services, the Platform Services and/or the Licensed Software;
      2. Subscribers and/or Users may not alienate, sell, lease, transfer, assign, sub-license, license, pledge or otherwise part with possession of any Intellectual Property included in the Subscription Services, the Platform Services and/or the Licensed Software;
      3. Subscribers and/or Users use and/or access to the Subscription Services, the Platform Services and/or the Licensed Software is personal and any credentials provided for such purpose are not to be shared;
      4. Subscribers and/or Users may not alter, change, adjust or modify any of the Intellectual Property included in the Subscription Services, the Platform Services and/or the Licensed Software;
      5. Subscribers and/or Users may not, except to the extent permitted by applicable law, attempt to disassemble, decompile or otherwise reverse engineer or attempt to discover the function of the Intellectual Property included in the Subscription Services, the Platform Services and/or the Licensed Software; and
      6. Subscribers and/or Users may not remove, obliterate, or alter any proprietary notice on the Intellectual Property included in the Subscription Services, the Platform Services and/or the Licensed Software.
    4. The Client acknowledges that the Intellectual Property included in any of the Subscription Services, the Platform Services, and/or the Licensed Software is exclusively owned by 24i and/or licensed to 24i, and it may be subject to export control laws, and therefore the Client will not directly or indirectly, allow export, re-export, allow access to or release the Subscription Services, the Platform Services and/or the Licensed Software to, or make the Intellectual Property included in any of the Subscription Services, the Platform Services and/or the Licensed Software accessible from, any country, jurisdiction or person to which export, re-export, access, or release is prohibited by applicable law. The Client shall comply with all applicable laws and obtain all required undertakings (including obtaining any necessary export license or other governmental approval whatsoever required) before exporting, re-exporting, allowing access or releasing, or otherwise making the Subscription Services, the Platform Services and/or the Licensed Software available to its Subscribers and/or Users. The Client shall be solely and exclusively liable for any and all unlawful, non-compliant, and/or not approved export, re-export, release, and/or availability of the Subscription Services, the Platform Services, and/or the Licensed Software, and shall defend, indemnify, and hold 24i harmless from and against any and all liabilities, losses, penalties, damages, costs, judgments and any other expenses (including reasonable legal fees) suffered by 24i resulting from that.
    5. In the event the Client acts in conflict with the terms of these GTCs, the applicable Order Form, and more specifically acts in contravention of any of the provisions outlined in Clauses 9.2 to 9.4 above, the licenses, access, and rights to use granted to Client and to its Subscribers and/or Users to the Subscription Services, the Platform Services and/or the Licensed Software shall be revoked immediately by 24i and the Client, its Subscribers and/or Users must cease the use and access of the Subscription Services, the Platform Services and/or the Licensed Software immediately.
  1. Maintenance & Support Services, Service Level Agreement
    1. As agreed in the applicable Order Form and subject to the payment of the applicable Fees, 24i may provide the Maintenance & Support Services concerning the Subscription Services, Platform Services, and/or Licensed Software contracted by the Client. The Maintenance & Support Services to be provided by 24i are described in the Service Level Agreement. Client hereby irrevocably agrees and acknowledges that in case it decides to contract the Maintenance & Support Services from 24i, the terms and conditions outlined in the Service Level Agreement shall automatically apply.
    2. In case Client decides to not contract the Maintenance & Support Services from 24i, any time expended by 24i Personnel providing any support and maintenance services to Client shall be classified as Professional Services, and shall be subject to the Professional Service Fees charged by 24i as well as to other conditions to be further agreed by the Parties in writing in a Statement of Work.
  1. Representations And Warranties
    1. Client represents and warrants to 24i that on the Signature Date of an Order Form and/or a Statement of Work, the following is true and accurate:
      1. it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or formation;
      2. it has full power and authority to sign and enter into an Order Form and/or a Statament of Work, and to comply with its obligations thereunder as well as with the ones included in these GTCs;
      3. the signature of an Order Form and/or a Statament of Work by Client (jointly with these overarching GTCs), constitutes legal, valid and binding rights and obligations of Client which are enforceable in accordance with its terms, including but not limited to bankruptcy, insolvency, reorganization and other laws affecting creditors’ rights generally;
      4. the signature of an Order Form and/or a Statament of Work by Client, and the performance by 24i of its obligations under the applicable Order Form and/or a Statament of Work (jointly with these overarching GTCs), does not and will not result in a breach, default or violation of any contract, license, indenture, instrument, commitment or agreement to which Client is a party or by which Client or its assets is otherwise bound; and
      5. the execution and performance of an Order Form and/or a Statament of Work by 24i will not conflict with or violate any provision of any country’s or countries’ law having applicability to Client.
    2. 24i represents and warrants to Client that on the Signature Date of an Order Form and/or a Statement of Work, the following is true and accurate:
      1. it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or formation;
      2. it has full power and authority to abide by the rights and obligations set forth in Order Forms and/or in Statement of Works, and to comply with its obligations thereunder as well as with the ones included in these GTCs;
      3. the Products, Services, and/or Deliverables provided by 24i will perform substantially in accordance with the Configuration Handover Document.
    3. 24i does not guarantee that the Products, Services, and/or Deliverables made available to the Client are free of Defects and functions without interruption. 24i shall make all reasonable efforts to remedy any Defects in accordance with the provisions set forth in Clause 8.3 of these GTCs.
    4. DISCLAIMER. EXCEPT FOR THE WARRANTIES SPECIFICALLY SET FORTH IN THESE GTCs, THE PRODUCTS, SERVICES, AND/OR DELIVERABLES ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, AND 24i DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING ALL WARRANTIES WITH RESPECT TO THE PRODUCTS, SERVICES, AND/OR DELIVERABLES PROVIDED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
  1. 24i Limited Liability, Indemnity
    1. Client expressly agrees and acknowledges that, under no circumstances, shall 24i or its licensors be held liable to Client, Subscribers, and/or Users for their use, access, misuse, or reliance on any of the Products, Services, and/or Deliverables. This limitation of liability is applicable to prevent the recovery of any and all direct, indirect, incidental, consequential, special, exemplary, and punitive damages and/or losses, even if 24i or its licensors have been advised of the possibility of such damages or losses.
    2. This limitation of liability extends to damages arising from the use, access, or misuse of, and reliance on the Products, Services, and/or Deliverables or the inability to use them, or the interruption, suspension, or termination of any of them, including any and all damages incurred by third parties. The liability of 24i for corruption, destruction, or loss of data or documents is at all times excluded.
    3. Furthermore, this limitation applies to damages incurred due to other services or goods received through or advertised on the Products, Services, and/or Deliverables or received through any links provided in the Products, Services, and/or Deliverables, as well as due to any information or advice received through or advertised on the Products, Services, and/or Deliverables or received through any links provided in the Products, Services, and/or Deliverables. It encompasses, without limitation, the costs of procurement of substitute goods or services, lost profits, or lost data. This limitation applies to the performance or non-performance of the Products, Services, and/or Deliverables provided by 24i, and shall prevail notwithstanding any failure of the essential purpose of any limited remedy and to the fullest extent permitted by law.
    4. Under no circumstances shall 24 or its licensors be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control. These include, but are not limited to, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning. (the "Force Majeure")
    5. Client agrees to indemnify and absolve 24i, its subsidiaries, affiliates, officers, agents, co-branders, other partners, or 24i Personnel from any claim or demand, including reasonable attorneys' fees, asserted by a third party due to or arising from the breach of Client's obligations under the applicable Order Form and/or the applicable Statement of Work and these GTCs. This also includes but is not limited to claims related to the access and use by Client, Subscribers, and/or Users to the Products, Services, and/or Deliverables, as well as the violation of these GTCs, Order Forms and/or Statements of Work signed by Client. Additionally, this indemnification extends to claims arising from the violation by Client, Subscribers, and/or Users of any rights of another party.
    6. Client agrees and acknowledges that the representations and warranties, limitation of liability, and indemnity obligations set forth in Clauses 11 and 12 of these GTCs form an essential basis of these GTCs and of the contractual relationship with binding rights and obligations between the Parties, and that, absent any such disclaimers or exclusions, the terms of the Order Forms and/or Statements of Work, including, without limitation, the commercial and economic terms, would be substantially different.
  1. Data Protection, Data Processing Addendum
    1. To the extent that the provision of Products, Services, and/or Deliverables by 24i to Client includes the processing of Personal Information or any other information from natural persons subject to the Data Protection Regulations, as defined in these GTCs, the terms and conditions set forth in the following 24i Data Processing Addendum shall apply.
  1. License to Anonymous Aggregate Data
    1. Client hereby grants to 24i a worldwide, irrevocable, royalty-free license to use, process, analyze, and exploit Anonymous Aggregate Data derived from Client's use of the Products, Services, and/or Deliverables. Client shall include in the agreements sufficient provisions to ensure its Users and/or Subscribers are aware and acknowledge that they automatically grant to 24i a worldwide, irrevocable, royalty-free license to use, process, analyze, and exploit Anonymous Aggregate Data derived from their access and use of the Products, Services, and/or Deliverables (which, for the avoidance of doubt, are provided from 24i to Client and subsequently by Client to its Subscribers and Users).
    2. The irrevocable licenses granted allow 24i to utilize Anonymous Aggregate Data for the sole purpose of improving its Products, Services, and/or Deliverables, other software, enhancing services, and potentially building derivative products. This includes but is not limited to refining features, optimizing performance, and developing new functionalities based on insights derived from the Anonymous Aggregate Data.
    3. The license granted does not extend to the use of data in a manner that would compromise the privacy or confidentiality of individuals or entities. 24i commits to maintaining the anonymity and aggregative nature of the data throughout its usage. 24i agrees to treat Anonymous Aggregate Data as Confidential Information and will not disclose the specific data contributors or any information that could reasonably lead to their identification. This license is exclusive to Anonymous Aggregate Data and does not grant 24i the right to use individual or identifiable data without explicit consent from individuals and/or entities.
  1. Notices
    1. Any notice, demand, or request required or permitted to be given or made under these GTCs, Order Forms, and/or Statements of Work will be in writing and will be deemed given or made when delivered in person or sent by overnight courier, pre-paid ordinary mail to the registered office of the other Party. Any such notice, demand, or request shall be deemed given, served, or made:
      1. if delivered by hand, at the time of delivery;
      2. if sent by overnight courier, the next Business Day after handing over to the courier;
      3. if sent by ordinary mail, (a) to a postal address in the United States of America, three (3) Business Days after posting; or
      4. to a postal address outside the United States of America, ten (10) Business Days after posting.
  1. Miscellaneous
    1. This GTCs and the corresponding Order Forms and/or Statement of Work constitutes the entire agreement of the Parties in respect of the provision of Products, Services, and/or Deliverables by 24i to Client and supersedes all prior oral and written agreements or understandings between the Parties in that respect. The applicability of any Client's general terms, terms of use, or any other Client's terms and conditions is explicitly excluded.
    2. Any rights and obligations set forth in Order Forms and Statements of Work are non-assignable and any attempted or purported assignment of any rights or obligations by a Party shall be null and void unless approved in writing in advance by the other Party. Notwithstanding the generality of the foregoing, either Party is entitled to assign and transfer its rights and obligations under Order Forms and Statements of Work in the event of a sale of the entire business or substantially all of the assets of that Party ("Business Sale"). In view thereof and subject to the occurrence of a Business Sale, each of the Parties hereby gives its consent and, to the extent required, grants its cooperation, in advance to an assignment and transfer by the other Party of its rights and obligations under the Order Forms and Statements of Work signed by Client.
    3. Each Party shall bear its own costs and expenses incurred by it in connection with the negotiations, execution, and signature of Order Forms and Statements of Work. Neither Party’s failure to exercise any of its rights hereunder shall constitute a waiver of such rights or in any other way prejudice such rights, and the Client expressly waives any rights of retention, suspension, or set-off of whatsoever nature it may have in accordance with the applicable laws or otherwise.
    4. Should any Clause within these GTCs be deemed null and void or invalidated by any court or tribunal of competent jurisdiction, the remaining Clauses shall continue to be fully effective unless such remaining Clauses are deemed to be indissolubly connected with the void or unenforceable provision. In such instances, 24i shall replace the invalid or invalidated Clauses, and the Client will be notified by 24i by email with respect to such changes and amendments accordingly. These GTCs may be amended from time to time by 24i and the Client will be notified by 24i by email with respect to such changes and amendments. To the extent Client continues to access and/or use the Products, Services, and/or Deliverables after such notices, it automatically agrees to the updated version of these GTCs which shall apply to the then-current contractual relationship between the Parties.
  1. Governing Law And Jurisdiction
    1. These GTCs, Order Forms, and/or Statements of Work signed by Client shall be governed by and construed in accordance with the laws of California, United States of America. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) (CISG) is explicitly excluded.
    2. All disputes arising out of or in connection with the GTCs, Order Forms, and Statements of Work signed by the Client shall be submitted to the exclusive jurisdiction of the courts in California, United States of America.

Annex I to 24i GTCs - Definitions

In these GTCs, unless otherwise specified, words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders. References to a person shall include an individual, partnership, corporate body, and unincorporated association. References to any Party shall include its personal representatives, lawful successor in title, and permitted assigns. The words “include”, “including” and “includes” shall be deemed to be followed by the words “without limitation”.

Agreement has the meaning ascribed to it in Clause 1.1 of these GTCs;

Anonymous Aggregate Data means the information generated by the Client and Client's Users such as content, statistics, usage patterns, or other related information produced during the course of Client's and Client's Users' interaction with 24i Products, Services, and/or Deliverables that has undergone a process of anonymization and aggregation to a level ensuring the complete anonymity of individuals and/or entities contributing to the Anonymous Aggregate Data. The Anonymous Aggregate Data is meticulously stripped of any personally identifiable information and it is presented in a format that guarantees both confidentiality and privacy for individuals and/or entities;

Annex I means this Annex I, which sets forth the definitions that apply to the interpretation of any and all capitalized words listed in this Annex I, in the body in these GTCs, in Order Forms and/or in Statements of Work;

24i means 24i Unit Media Inc., a company incorporated under the laws of the State of Delaware, with business address at 1633 Bayshore Highway, Suite 338, Burlingame, CA 94010, United States of America and registered with the California Secretary of State under number 201531610165

Billing Period means the interval of time in which the Subscription Services, Platform Services and/or Licensed Software are provided by 24i subject to the payment of the corresponding Fees paid by Client. For the avoidance of doubt, the Billing Period can be a month, a quarter, a year, or any different interval in time outlined in an Order Form signed by the Client;

Budgetary Order Form means the formal document issued by 24i outlining the terms, conditions, and Fees associated with the provision of Products, Services, and/or Deliverables to Client. The Budgetary Order Form serves as an official offer, and includes a high-level description of the Products, Services, and/or Deliverables offered, the associated Fees, the Expiration Date, and any other relevant commercial terms specific to the contemplated transaction;

Business Day means a day which is not a Saturday, Sunday or a public holiday in the United States of America;

Business Sale has the meaning ascribed to it in Clause 16.2 of these GTCs;

Clause means a Clause of this GTCs;

Client means the individual or organisation that contracts 24i for the provision of 24i Products, Services, and/or Deliverables;

Client Information all information, data, documents, designs, specifications and assistance required from Client for 24i to execute an Order Form and/or a Statement of Work (e.g. development input such as video streams, API’s, etc.);

Confidential Information means any information of a confidential and/or proprietary nature, however conveyed or presented, including the information received before the Signature Date, that relates to without limitation, the Client Information, the Personal Information, know-how, ideas, concepts, trade secrets, designs, product information, specifications, manuals, computer programs, data and/or information about its business, operations, strategy, administration, pricing policies, technology, affairs, experimental work, clients, customers, employees, contractors or suppliers in relation to a party, its affiliates or its or their directors, officers, employees or customers or third parties to whom it owes a duty of confidentiality, and (b) the terms of this GTCs, as well as of the Order Forms and Statement(s) of Work signed by Client, together with all information clearly designated as being confidential (whether or not it is marked "“confidential"”), or which ought reasonably be considered to be confidential;

Personal Information & Data Protection Regulations means, strictly to the extent that these are applicable to the provision of any Products, Services, and/or Deliverables by 24i to Client, the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulations - GDPR), and/or the California Consumer Privacy Act of 2018 (CCPA), and/or such applicable national laws enacting the aforementioned regulations;

Defects means any failure of 24i Products, Services, and/or Deliverables to comply with the applicable Handover Configuration Document;

Deliverables mean any and all 24i Products and Services, as well as all things, materials, documents and documentation, information, instructions and any and all other items developed by or on behalf of 24i or its Personnel to Client in the course of or in connection with the povision of the Products and Services;

Device means any hardware or electronic device, including but not limited to mobile phones, SmartTVs, set-top boxes (STBs), and similar devices capable of accessing and running 24i Products, Services, and/or Deliverables;

Enablement Services mean the services provided by 24i to the Client for the integration of the Products, Services, and/or Deliverables with Client's system subject to the payment of the corresponding Fees outlined in an Order Form. Enablement Services encompass a range of activities, including but not limited to software coding and development, customizations, and configurations which are required for enabling the Client to access the Subscription Services, the Platform Services and/or the Licensed Software;

Enablement Fees mean the one-off Fee charged by 24i from Client for the provision of the Enablement Services as outlined in an Order Form;

Expiration Date means the specific date stipulated in a Budgetary Order Form upon which it expires and is no longer considered as a valid commercial offer from 24i to Client for the provision of the Products, Services, and/or Deliverables;

Feesmean the amounts payable by Client for the Products, Services, and/or Deliverables provided by 24i as set out in the applicable Order Form and/or Statament of Work, including but not limited to the Enablement Fees, the Subscription Fees, the Platform Fees, the License Fees, the Professional Service Fees, and the Maintenance & Support Fees;

GTCs mean these 24i General Terms and Conditions;

Intellectual Property means all intellectual and industrial property rights of all kinds, anywhere in the world whether registered, registerable or otherwise, including without limitation patents, utility models, trademarks, logos, brand company names, domain names, rights in databases, rights in designs, inventions, discoveries, know-how and copyrights (including rights in computer software) (whether or not any of these are registered and including applications for registration of any such thing) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world;

Invoice has the meaning ascribed to it in Clause 6.1 of these GTCs;

Handover Configuration Document means the document that specifies and describes the features, functionalities, and configurability options selected by Client from the available ones as outlined in the applicable Product Specifications. The Handover Configuration Document is an integral part of the binding legal agreement between the Parties and incorporated as the Exhibit A of the Order Forms;

Handover Date means the specific date on which 24i delivers the Products, Services, and/or Deliverables outlined in an Order Form to the Client (including but not limited to the instructions on how to access and operate the Products, Services, and/or Deliverables);

License Fees mean the Fees charged by 24i from Client for the provision of Licensed Software as outlined in an Order Form;

Licensed Software means the downloadable software provided by 24i to Client subject to the payment of the corresponding License Fees, all as outlined in the applicable Order Form;

Maintenance & Support Services mean the Maintenance & Support Services provided by 24i subject to the payment of the corresponding Fees by Client, which are exclusively related to the Subscription Services, the Platform Services, and/or the Licensed Software also provided by 24i to Client, all as set forth in an Order Form. The provision of Maintenance & Support Services by 24i is described in detail in the Service Level Agreement, which is an integral part of these GTCs;

Maintenance & Support Fees mean the Fees owed by Client to 24i for the provision of the Maintenance & Support Services as set forth in an Order Form;

Minimum Contracted Quantity means the minimum number of Unit Types that Client contracts from 24i for a specific period in time (e.g. in a month) subject to the payment by Client to 24i of the corresponding Fees as specified in an Order Form;

Monthly Active Usage (MAU) means a Unit Type that indicates every active single interaction a User and/or a Subscriber has with the Products, Services, and/or Deliverables across any Device in a certain interval of time as outlined in an Order Form (i.e. a User and/or a Subscriber can make multiple actions over a month and each action is measured as a separate MAU count);

Order Form has the meaning ascribed to it in Clause 2.1 of these GTCs;

Overage means the Fees owed by Client to 24i in case (i) Client does not formalize an upgrade to a more adequate Subscription Tier and exceeds the Minimum Contracted Quantity in a specific period in time, all as set forth in an Order Form. If the Overage is not defined in an Order Form it shall correspond to 1.5 (one point five) times the Fees applicable to the Subscription Tier then contracted by Client;

Party means 24i or Client individually (that when referred to jointly are defined as Parties);

Payment Term means the interval of time from the date an Invoice is issued by 24i and the date Client shall pay the applicable Fees, all as set forth in an Order Form and/or a Statement of Work. In case the Payment Term is not defined in the Order Form and/or in the Statement of Work it will be 30 (thirty) days from the date in which the Invoice is issued by 24i;

Personal Information means information in relation to a natural person defined as Personal Information by the Data Protection Regulations applicable to such individual;

Personnel means any individuals employed or engaged by 24i involved in the provision, support, or management of 24i Products, Services, and/or Deliverables to the Client. This includes but is not limited to employees, contractors, consultants, or any other Personnel acting on behalf of 24i;

Personnel-Day means the Unit Type used to calculate the Professional Service Fees within a specific time interval. It signifies one day of effort provided by 24i Personnel engaged in delivering Professional Services to the Client, as outlined in a Statement of Work. For clarity, a Personnel-Day corresponds to 8 (eight) Personnel-Hours;

Personnel-Hour means the Unit Type used to calculate the Professional Service Fees within a specific time interval. It signifies one hour of work contributed by 24i Personnel engaged in the provision of Professional Services to the Client, all as outlined in the applicable Statement of Work;

Platform means the operational systems in which the Subscription Services, Platform Services, and/or Licensed Software will be deployed as outlined in an Order Form (e.g. iOS, Android TV, web);

Platform Fees means the Fees charged by 24i from Client for the provision of the Platform Services as set forth in an Order Form;

Platform Services means the services provided by 24i to Client for the deployment, management, and operation of the Subscription Services on the Platforms contracted by Client, all as set forth in an Order Form;

Product Specification means the comprehensive technical description encompassing all features, functionalities, and configurability options of 24i Products and Services. The Client shall select specific features from the available options, and these selections will be included in the Handover Configuration Document. For the avoidance of doubt, the Handover Configuration Document provided by 24i to the Client will only include the features, functionalities, and configurability options chosen and contracted by the Client from those made available by 24i, as detailed in each Product Specification;

Products means the software-as-a-service provided by 24i described in the Product Specifications, including but not limited to the Subscription Services and the Platform Services, which access is granted by 24i to Client subject to the payment of the corresponding Subscription Fees and/or Platform Fees by Client, all as set forth in an Order Form, and the Licensed Software provided by 24i described in the Product Specifications, which is licensed by 24i to Client subject to the payment of the corresponding License Fees by Client, all as set forth in an Order Form;

Services means any and all services contracted by Client and provided by 24i as set forth in an Order Form and/or a Statement of Work, as the case may be, including but not limited to the Enablement Services, the Subscription Services, the Platform Services, the Professional Services and the Maintenance & Support Services;

Service Start Date means the estimated date on which the Client gains access to the Subscription Services, the Platform Services and/or the Licensed Software provided by 24i, and the date in which the corresponding Fees start to be invoiced by 24i, all as set forth in an Order Form;

Signature Date means the date in which an Order Form and/or a Statement of Work is signed by the Client;

Statement of Work has the meaning ascribed to it in Clause 3.1 of these GTCs;

Subscriber means a Unit Type corresponding to any distinct User, individual, or entity who have entered into a formal agreement and hold a valid subscription with the Client. This subscription grants Subscribers the right to access and use the Subscription Services, Platform Services, and/or Licensed Software provided by 24i to the Client and subsequently made available by the Client to these Subscribers.

Subscription Fees means the recurring Fees charged by 24i from Client for the provision of Subscription Services as outlined in an Order Form;

Subscription Period means the time interval comprehended in between the Service Start Date and the expiration of the period in which the Subscription Services, the Platform Services and/or the License Software are going to be provided by 24i subject to the payment of the corresponding Fees by Client, all as outlined in a Order Form;

Subscription Services mean the software-as-a-service provided by 24i to the Client subject to the payment of the corresponding recurring Subscription Fees, that includes but are not limited to backend, content management system (CMS), content delivery network (CDN), digital rights management (DRM), encoding and transcoding, storage, recommendations, among other, all as outlined in an Order Form;

Subscription Tier means the distinct levels of Minimum Contracted Quantities of specific Unit Types that the Client contracts from 24i that determine the extent of access granted to the Subscription Services within an interval of time, all as outlined in an Order Form;

Term means the time interval during which the Professional Services shall be provided by 24i subject to the payment of the corresponding Fees by Client, all as outlined in a Statement of Work;

Third Party Solutions means the products and services that are supplied to 24i by third-parties and are subsequently integrated into the Products, Services, and/or Deliverables provided by 24i to Client subject to the payment of the corresponding Fees, all as set forth in an Order Form and/or a Statement of Work;

User means a Unit Type corresponding to any unique individual, or entity that access and use certain services provided by Client and does not necessarily have a subscription to such services;

Unit Type Fee means the unitary Fee charged by 24i from Client for the provision of Products and Services in a specific interval in time per Unit Type, all as outlined in an Order Form and/or in a Statement of Work;

Unit Type means each individual measurement unit that forms the basis for calculating the corresponding Fees owed by Client to 24i in a specific interval of time. The number of Unit Types registered in a specific interval of time multiplied by the corresponding Unit Type Fees indicates the Fees to be invoiced by 24i and paid by Client, all as outlined in an Order Form and/or in a Statement of Work. For the avoidance of doubt, it includes but is not limited to Users, Subscribers, Platforms, MAU, Gigabytes or GB, streams, Personnel-day, Personnel-hours;