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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;

Fees mean 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 the number of  Users and/or a Subscribers that have interacted at least once 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);

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;