Snapshot 96801

Document
Terms
URL
https://veset-marketplace-docs.s3.eu-west-1.amazonaws.com/Veset+Platform+T&C+2024+-+May+2024.pdf
Fetched
HTTP status
200
Content type
application/pdf
Fetch mode
pdf
Size
349971 bytes
SHA-256 (raw)
4318ed3279bbe0db38266546e7bcbd94dcf36798451ddfd6c597041698f1e58e
SHA-256 (normalized text)
3158f7f80b0d64fda6fa66430f6c67bfeba94f072b10e868cf3cc4cda3bfb619

Normalized text

Scripts and page chrome removed; this is what change detection compares.

                  General Terms and Conditions for
                      Veset Platform Services
1. Definitions

In this Agreement, the following words shall have the following meaning:

“Acceptable Use Policy” means Veset’s acceptable use policy as updated from time to
time and set out in this Agreement.

“Account” means a single point of entry through which the Customer accesses and
uses the Services and Platform.

“Agreement” means these Terms and Conditions together with each Order, the SLA,
Acceptable Use Policy, DPA and Privacy Policy.

“Business Day” means any week day, other than a bank or public holiday in Latvia
(https://www.officeholidays.com/countries/latvia/).

“Business Hours” means between 9:00 and 18:00 Central European Time on a Business
Day.

“Customer” means the organisation or the person that you represent, named in an Order
who enters into this Agreement.

“Content“ means all media, works and materials uploaded to, stored on, processed
using or transmitted by or on behalf of the Customer or by any person or application or
automated system using the Customer’s Account(s) and which the Customer
distributes in the linear stream format to the intended markets, networks and platforms.

“Confidential Information” belonging to a party means any and all information in
whatsoever form relating to Veset or the Customer, or the business, prospective
business, finances, technical processes, computer software (both source code and
object code), Intellectual Property Rights or finances of Veset or the Customer (as the
case may be), Content, or compilations of two or more items of such information,
whether or not each individual item is in itself confidential, which comes into a party’s
possession by virtue of its entry into this Agreement or provision of the Services or
       1                                                                  VNDIRECT T&C
   05.2024
access to the Platform and which the party regards, or could reasonably be expected
to regard, as confidential and any and all information which has been or may be derived
or obtained from any such information.

“Documentation” means instructions and other documents made available
electronically by Veset.

“DPA” means the data processing agreement                    of   Veset   published    at
www.veset.tv/dpa_sp as amended from time to time.

“Effective Date” means the date specified in each Order accepted by Veset.

“Error” means a defect, error or bug having a material adverse effect on the
appearance, operation, functionality, performance or availability of the Platform, but
excluding any defect, error or bug caused by or arising as a result of:

      i.   any act or omission of the Customer or any person authorised by the
           Customer to use the Platform;

     ii.   any use of the Platform or Services contrary to the Documentation, whether
           by the Customer or by any person authorised by the Customer;

    iii.   a failure of the Customer to perform or observe any of its obligations in the
           Agreement; and/or

    iv.    an incompatibility between the Platform and any other system, network,
           application, program, hardware or software not specified in writing by Veset
           as compatible with the Platform.

“Feedback” means feedback, innovations or suggestions created by the Customer or
Users regarding the attributes, performance or features of the Platform or Services.

“Fees” means the amounts payable by the Customer to Veset for use of the Platform
and Services set out in the Order.

“Force Majeure” means anything outside the reasonable control of a party, including
but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts
of the public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine
        2                                                                  VNDIRECT T&C
    05.2024
restriction, labour dispute, labour shortage, power shortage, including without
limitation where Veset ceases to be entitled to access the Internet for whatever reason,
transportation embargo, failure or delay in transportation, any act or omission
(including laws, regulations, disapprovals or failures to approve) of any government or
government agency.

“Indemnity Event” has the meaning given to it in Clause 12.1.

“Initial Term” means the initial term set out in an Order Form.

“Intellectual Property Rights” means all copyrights, patents, utility models, trademarks,
service marks, registered designs, moral rights, design rights (whether registered or
unregistered), technical information, know-how, database rights, business names and
logos, computer data, generic rights, proprietary information rights and all other similar
proprietary rights (and all applications and rights to apply for registration or protection
of any of the foregoing) as may exist anywhere in the world).

“IP Owner” means Veset SIA, a company registered in Latvia and registered number
40103377882 having its registered office at Kliveru Street 3, Riga, LV - 1048 who is the
owner of all Intellectual Property Rights related to the Platform and Services and
permits Veset to grant sub-licences to Customers to use the Platform and Services.

“Platform” means the Veset cloud playout platform which provides access to Veset
Nimbus and/or Veset AdWise Accounts.

“Products” means in the singular Veset AdWise or Veset Nimbus, as applicable, and
both when used in the plural.

“Playout” is an integral part of Product and a software module, also referred in this
document as Playout Agent, responsible for generating continuous encoded stream of
media content, including but limited to video content, defined by the unique playlist.

“Privacy Policy” means the privacy policy of Veset                         published    at
https://www.veset.tv/privacy-policy/ as amended from time to time.

        3                                                                  VNDIRECT T&C
    05.2024
“Order” means the Customer’s order (or for existing customers the proposal already
accepted by Veset) to purchase a subscription to access the Platform and use the
Services.”

“Renewal Term” means the renewal term set out in an Order.

“Services” means services provided or to be provided by Veset to the Customer when
using the Platform, as set out in the Order.

“Statistical Data” means aggregated, anonymised data derived from the Customer or
Users’ use of the Platform or Services which does not include any personal data or
Customer Confidential Information.

“SLA” means the service level agreement set out in this Agreement.

“Channel Subscription” enables the Customer to create one TV Channel (either Nimbus
or AdWise) using its Account on the Platform.

“Term” means the term of this Agreement as set out in an Order.

“Terms and Conditions” means these terms and conditions excluding the Acceptable
Use Policy, DPA, SLA, Privacy Policy and Order(s).

“Trial Period” means any trial period agreed by the parties.

“TV Channel” means a logical arrangement of video content defined by a unique playlist
within the Platform. TV Channel output is continuously generated by designated
Playouts, one or several at a time. Whilst such video outputs from Playouts can be
generated in different encodings and delivered using different transport protocols the
contents and its sequence and timing are identical for a TV Channel.

“Upgrades” means any new versions of, and updates to, the Platform made available
to the Customer during the Term, whether for the purpose of fixing an error, bug or other
issue in the Platform or enhancing the functionality of the Platform.

       4                                                                  VNDIRECT T&C
   05.2024
“User” means a single person, authorised by the Customer to access and use the
Account(s) on the Customer’s behalf, with a unique username and associated
password.

“Veset” means Veset SIA, a company in the Republic of Latvia (registration number
LV40103377882) having its registered office at 3 Kliveru street, Riga LV-1048, Latvia.

“Veset Nimbus” or “Nimbus” is a professional TV Channel management and playout
application that enables the Customer to ingest, schedule, manage and output Content
in the form of a continuous video stream(s) as defined by designated playlist. Each
Nimbus Account is designed to operate multiple TV Channels and manage multiple
Nimbus                             Channel                            Subscriptions.

“Veset AdWise” or “AdWise” is a tool for in-video advertisement insertion.

       5                                                               VNDIRECT T&C
   05.2024
 2.      Scope

2.1.     This Agreement is made between Veset and the Customer.

2.2.     This Agreement sets out the terms under which Veset offers access to the
         Platform and governs the Customer’s use of and Veset’s provision of the
         Services.

2.3.     Each Order is subject to the terms of this Agreement and are incorporated
         herein by reference.

2.4.     Each Order sets out the specific Services to be provided to the Customer, the
         Fees payable for those Services, the payment terms and any special terms
         applicable to those Services and may include any change requests made by the
         Customer during the Term in relation to any Services already provided to the
         Customer.

2.5.     By completing an Order the Customer agrees to be legally bound by the terms
         of this Agreement (which consists of the Order, these Terms and Conditions,
         the Acceptable Use Policy, the SLA, the DPA and the Privacy Policy) as they may
         be modified and posted within the Platform from time to time upon Veset
         accepting an Order by:

           i. sending the Customer an invoice for the Fees payable for the Services
              included in any Order; or

          ii. sending the Customer its Account access login details.

2.6.     Veset reserves the right to refuse any Order.

2.7.     By accessing the Platform or using the Services, the Customer hereby agrees
         to be bound by and comply with the provisions of this Agreement.

2.8.     If you are a natural person and are entering into this Agreement on behalf of an
         entity, you represent and warrant that you have the authority to bind such entity
         to all of the terms and conditions of this Agreement.

 3.      Provision of the Platform and Services

3.1.     The Customer engages Veset and Veset agrees to provide access to the
         Platform, the Services set out in each Order, to the Customer in accordance with
         the terms of this Agreement from the Effective Date for the Term.
          6                                                                VNDIRECT T&C
      05.2024
3.2.     During the Term, Veset will provide maintenance and support services to the
         Customer, and may apply Upgrades to the Platform in accordance with the
         provisions of the SLA. Where the Customer accesses the Services as a trial,
         during the trial period access is provided “as is” without any representation or
         warranty.

3.3.     Veset may withdraw, restrict or block access to the Services during the trial
         period at any time without giving notice to the Customer.

3.4.     Veset may withdraw, restrict or block access to the Services to Customers who
         pay Fees for the Services, or after expiry of the trial period if the Customer or
         its Users breach any terms of this Agreement, at its sole discretion and without
         liability, when acting reasonably in the circumstances if:

           i. the breach is not remediable; or

          ii. the breach is remediable, but the Customer fails to remedy the breach within
              5 working days of receipt of an electronic notice requiring it to do so.

         However, Veset reserves the right to withdraw, restrict or block access without
         giving any prior notice, with immediate effect where necessary in the
         circumstances and when acting reasonably.

 4.      Use of Accounts

4.1.     The first User to access the Account will be designated the legal contact of the
         Customer (the “Lead User”). Subsequently, the Lead User may from time to time
         receive notifications regarding planned changes to this Agreement and will be
         responsible for accepting or rejecting such changes on behalf of the Customer.
         If proposed changes are rejected Veset reserves the right to disable access to
         the Account for all Users and is entitled to discontinue provision of the Services
         and use of the Platform.

4.2.     A Lead User can invite other Users into the Platform and grant them access to
         the Account or transfer the Lead User role to a new designated Lead User.

4.3.     Veset shall only provide Users with the access to the Platform and Services
         upon the Customer completing the relevant registration process which includes
         acceptance of the terms of this Agreement.

          7                                                                 VNDIRECT T&C
      05.2024
4.4.     The Account(s) may only be used by employees, agents and subcontractors of
         the Customer and the Customer shall use all reasonable endeavours to ensure
         that no unauthorised person accesses its Account(s). The Customer shall be
         liable for any breach of this Agreement by any User.

4.5.     The Customer and Users shall maintain reasonable security measures (as may
         change over time) covering, without limitation, confidentiality, authenticity and
         integrity to ensure that the access to the Platform and Services granted under
         this Agreement is limited as set out under this Agreement. In particular the
         Customer and Users shall treat any identification, password or username or
         other security device for use of the Platform and Services (“Credentials”) with
         due diligence and care and take all the necessary steps to ensure that they are
         kept confidential, secure and are used properly and are not disclosed to
         unauthorised persons. Any breach of the above shall be immediately notified to
         Veset in writing.

4.6.     Except where Veset has actual notice of loss, theft or unauthorised use of the
         Customer’s Credentials, the Customer is responsible for all activity occurring in
         its Account(s).

4.7.     Veset shall have the right, without further enquiry, to rely on the provision of
         Customer’s Credentials as sufficient to authenticate Customer’s use of the
         Account.

 5.      Licence to use the Platform and Services

5.1.     The Customer is granted access to use the Platform and Services from the
         Effective Date set out in each Order.

          8                                                                VNDIRECT T&C
      05.2024
5.2.   Subject to the Customer’s payment of the Fees (where applicable), the
       Customer is granted a non-exclusive, non-transferable licence to permit Users
       to use the Platform and Services (including any associated Intellectual Property
       Rights and Confidential Information of Veset) from the Effective Date for the
       Term of each Order or Trial Period for the Customer’s internal business
       operations. Such licence permits the Customer to access and use the Platform
       and Services via the Internet. Where open source software is used as part of
       the Platform, such software use by the Customer will be subject to the terms of
       the open source licences. The Customer has no right to modify, adapt, or
       translate the Solution or Services or create derivative works from the Platform
       or Services. No additional implied rights are granted beyond those specifically
       mentioned in this clause.

5.3.   Notwithstanding the Customer’s statutory rights, nothing in this Agreement
       shall be construed to mean, by inferences or otherwise, that the Customer has
       any right to access the object code or source code comprised within the
       Platform or Services, either during or after the Term and disassembly,
       decompilation or reverse engineering and other source code derivation of the
       software comprised within the Platform or Services is prohibited.

5.4.   Unless otherwise specified in this Agreement, the Platform and Services are
       provided and may only be used in conjunction with:

        i. providing access to the Platform and Services solely to Users; and

       ii. Accessing and using the Documentation as necessary to enable use of the
           Platform and Services.

5.5.   The Customer may not, except as expressly permitted in this Agreement:

        i. Lease, loan, resell, assign, licence, distribute or otherwise permit access to
           the Platform and Services;

       ii. Use the Platform or Services to provide ancillary services related to the
           Platform or Services;

       iii. Permit access to or use of the Solution or Services by or on behalf of any
            third party.

       9                                                                 VNDIRECT T&C
   05.2024
5.6.     The Customer and Users must comply at all times with the terms of the
         Acceptable Use Policy. Without limiting the foregoing, the Customer must not
         use the Platform and Services:

           i. in any way that causes, or may cause, damage to Veset or impair the
              availability or accessibility of the Platform or Services;

          ii. in any way that is unlawful, illegal, fraudulent or harmful; or

          iii. in connection with any unlawful, illegal, fraudulent or harmful purpose or
               activity.

 6.      Intellectual Property Rights

6.1.     All Intellectual Property Rights in the Platform, Services and Documentation
         (save to the extent these incorporate and Content) shall remain the exclusive
         property of Veset and/or the IP Owner or its licensors and subcontractors. No
         interest or ownership in the Platform Services, Documentation or Intellectual
         Property Rights or otherwise is transferred to the Customer under this
         Agreement.

6.2.     The Customer shall retain sole ownership of all rights, title and interest in and
         to Content and its pre-existing Intellectual Property Rights. The Customer
         grants Veset a non-exclusive, licence to use Content, Customer Intellectual
         Property Rights and any third party owned item on the Platform for the Term for
         the purposes of providing the Services to the Customer and fulfilling its other
         obligations under this Agreement.

6.3.     The Customer is not allowed to remove any proprietary marks or copyright
         notices from the Platform or Services.

6.4.     Where the Customer provides any Feedback to Veset or its affiliates, Veset shall
         own all right, title, and interest in and to the Feedback, even if Customer has
         designated the Feedback as confidential. The Customer hereby irrevocably
         transfers and assigns, and agrees to assign, to Veset or IP Owner all right, title,
         and interest in and to the Feedback. If for any reason such assignment is
         ineffective, the Customer shall grant Veset a non-exclusive, perpetual,
         irrevocable, royalty free, worldwide right and licence to use, reproduce, disclose,
         sub-licence, distribute, modify and exploit such Feedback without restriction.

          10                                                                    VNDIRECT T&C
      05.2024
6.5.   The Customer grants Veset the perpetual right to use Statistical Data and
       nothing in this Agreement shall be construed as prohibiting Veset from using
       the Statistical Data for business and/or operating purposes, provided that
       Veset does not share with any third party Statistical Data which reveals the
       identity of the Customer or Users, or Customer’s Confidential Information.

6.6.   Veset may take and maintain technical precautions to protect the Platform and
       Services from improper or unauthorised use, distribution or copying.

6.7.   The Customer grants Veset a non-exclusive, non-assignable, revocable, royalty
       free licence during the Term solely for testing purposes to enable Veset to
       replicate TV Channels in a non-live environment to ensure TV Channels will
       continue to operate in compliance with Customer’s requirements where an
       update has or will be applied to the Platform or Products.

       11                                                            VNDIRECT T&C
   05.2024
 7.      Content

7.1.     The Customer agrees and acknowledges that it uses the Platform and Services
         independently from Veset. In a normal course of business, the Customer is
         responsible for making choices about the Content and TV Channel(s), including
         but not limited to selecting, uploading, editing, scheduling the Content and
         distributing and monitoring of the TV Channels originated from the Platform or
         Services.

7.2.     The Customer acknowledges and agrees that it shall have the sole
         responsibility for the legality, reliability, integrity, accuracy and quality of all
         Content.

7.3.     Veset shall ensure that the Content stored and processed by the Platform are
         stored separately from and are not co-mingled with the materials of other
         customers of Veset.

7.4.     The Customer warrants and represents to Veset that the Content, and its use
         by Veset and its employees, agents, affiliates and subcontractors in
         accordance with the terms of this Agreement, will not:

           i. breach any laws, statutes, regulations or legally binding codes;

          ii. infringe any person’s Intellectual Property Rights or other legal rights; or

          iii. give rise to any cause of action against Veset or the Customer or any third
               party,

          iv. in each case in any jurisdiction and under any applicable law.

7.5.     Where Veset reasonably suspects that there has been a breach of the
         provisions of Clause 7.4 Veset may suspend any or all of the Services and/or
         the access to the Customer’s Account or the Platform.

7.6.     Any breach of clause 7.4 shall be deemed to be a material breach of this
         Agreement.

 8.      Third Party Providers and Interfaces

          12                                                                 VNDIRECT T&C
      05.2024
8.1.     The Customer acknowledges that use of the Platform and Services may enable
         or assist it to access the website content of, correspond with, and purchase
         products and services from, third parties via third-party websites and that it
         does so solely at its own risk. Veset makes no representation or commitment
         and shall have no liability or obligation whatsoever in relation to the content or
         use of, or correspondence with, any such third-party website, or any
         transactions completed, and any contract entered into by the Customer, with
         any such third party that is not a purchase of a subscription to the Platform or
         Services. Veset recommends that the Customer refers to the third party’s
         website terms and conditions and privacy policy prior to using the relevant third-
         party website. Veset does not endorse or approve any third-party website nor
         the content of any of the third-party websites made available via the Platform
         or Services.

8.2.     Veset shall make all reasonable efforts to ensure that any interface or
         integration to a third party provider or system used by the Customer operates
         correctly. The Customer acknowledges that the successful operation of any
         interface or integration is dependent upon the technical set up of the third party
         systems, and the Customer agrees that Veset cannot be held liable for any
         failures in the operation of the interface or integration. Accordingly, Veset shall
         have no liability or obligation whatsoever to the Customer in relation to the
         content on, or use of, or connection with any third party website made available
         via use of the Platform and Services. However, if an issue arises with regard to
         the effective operation of an interface or integration Veset will use all
         reasonable efforts to resolve the issue at the earliest opportunity.

8.3.     The Customer acknowledges that It is responsible for ensuring that it has paid
         and instructed the third party to cooperate with the Veset and Veset has no
         liability whatsoever to the Customer for any problems with any interface or
         integration resulting from acts or omissions of the Customer or the third party.

 9.      Fees, Invoices and Payment

9.1.     Veset shall charge the Customer the Fees set out in each Order for access to
         and use of the Platform and Services for the Term of each Order.

9.2.     All Fees exclude any Value Added Tax legally payable on the date of the invoice,
         which shall be paid by the Customer in addition, where applicable.

          13                                                                VNDIRECT T&C
      05.2024
9.3.   Veset may vary the Fees on and from any anniversary of the Effective Date of
       an Order by giving to the Customer not less than 60 days’ written notice of the
       variation.

9.4.   Minimum contract length is 12 months (if not agreed otherwise in email
       communication).

       14                                                              VNDIRECT T&C
   05.2024
 9.5.   Fees shall be paid by bank transfer at the Customer’s own expense (using such
        payment details set out in the invoice or as notified by Veset to the Customer
        from time to time). If the Customer requests alternative means of payment such
        as PayPal or Credit/Debit Card payments additional charges will apply to cover
        fees and commissions of such 3rd party service providers.

 9.6.   Where payment of any Fees is not received within 14 days of the due payment
        date, Veset may, without liability to the Customer, disable the Customer’s
        password, Account and access to all or part of the Platform and Services and
        Veset shall be under no obligation to provide any or all of the Platform or
        Services while the invoice(s) concerned remains unpaid.

 9.7.   Veset shall be entitled to charge interest on overdue Fees at the applicable
        statutory rate.

 9.8.   Veset reserves the right to recover any costs and reasonable legal fees it incurs
        in recovering overdue payments.

10.     Warranties

10.1.   Each party warrants and represents that:

         i. it has full corporate power and authority to enter into this Agreement and
            to perform the obligations required hereunder;

        ii. the execution and performance of its obligations under this Agreement
            does not violate or conflict with the terms of any other agreement to which
            it is a party and is in accordance with any applicable laws; and

        iii. it shall respect all applicable laws and regulations, governmental orders and
             court orders, which relate to this Agreement.

10.2.   Excluding any Trial Period, Veset warrants to the Customer that:

         i. it has the right to licence access to the Platform and use of the Services to
            the Customer;

        ii. the Services shall be performed with reasonable care and skill; and

        iii. the Platform and Services shall be provided in accordance with the SLA.

        15                                                                 VNDIRECT T&C
    05.2024
10.3.   No warranty is given regarding the results the Customer can achieve from using
        the Platform or Services or that the Platform or Services will operate
        uninterrupted.

10.4.   Where access to, or use of, the Platform or Services is via the Customer’s cloud
        provider account (e.g. AWS, Microsoft Azure or similar), Veset shall have no
        liability whatsoever to the Customer for any unavailability or problem with the
        Services or Platform caused by the unavailability or error in the operation of the
        Customer’s cloud provider account.

10.5.   The Customer acknowledges that complex software is never wholly free from
        defects, errors and bugs, and Veset gives no warranty or representation that the
        Platform or Services will be free from defects, errors and bugs or available or
        accessible at any particular time.

10.6.   The Customer warrants and represents that it shall ensure that its network and
        systems comply with the relevant specification provided by Veset from time to
        time and that it is solely responsible for procuring and maintaining its network
        connections and telecommunications links from the Customer’s systems to
        Veset’s data centres and all problems, conditions, delays, delivery failures and
        all other loss or damage arising from or relating to the Customer’s network
        connections or telecommunications links or caused by the Internet.

10.7.   All third party content or information provided by Veset via the Platform or
        Services, is provided “as is”. Veset provides no warranties in relation to such
        content or information and shall have no liability whatsoever to the Customer
        for its use or reliance upon such content or information.

10.8.   Except as expressly stated in this Agreement, all warranties and conditions,
        whether express or implied by statute, common law or otherwise (including but
        not limited to satisfactory quality and fitness for purpose) are excluded to the
        fullest extent permitted by law.

11.     Liability

11.1.   Nothing in this Agreement shall exclude or limit liability where such exclusion
        or limitation is precluded by applicable law, including without limitation, liability
        in respect of (i) death or personal injury resulting from a Party’s negligence; or
        (ii) fraud; or (iii) or wilful misconduct.

        16                                                                   VNDIRECT T&C
    05.2024
11.2.   Neither Party shall be liable to the other for (i) any type of special, incidental,
        punitive, indirect or consequential loss; or (ii) for any loss of profit (whether
        categorised as direct or indirect); (iii) losses arising from business interruption;
        (iv) losses incurred by a third party; (v) loss of business revenue, goodwill or
        anticipated saving; (vi) lost, incorrect or spoiled data (including any Content),
        (vii) losses whether or not occurring in the normal course of business; (viii)
        costs of procuring substitute goods, products or services; (ix) loss of use,; (x)
        loss of contracts; or (xi) wasted management or staff time; arising out of or
        related to this Agreement in tort (including negligence or breach of statutory
        duty), misrepresentation or however arising, even if such loss was reasonably
        foreseeable or either party had been advised of the possibility of the other
        incurring the same.

11.3.   Veset’s aggregate liability under this Agreement, for any and all claims relating
        to or arising under any Order, whether in contract, tort (including negligence),
        for breach of statutory duty, based upon an indemnity or contribution or
        otherwise, shall be limited to 100% of the total sum paid or payable to Veset by
        the Customer under the applicable Order(s) to which a claim is related during
        the twelve month period immediately preceding the event or events giving rise
        to the claim.

11.4.   The Customer shall be liable for any breaches of this Agreement caused by the
        acts, omissions or negligence of any Users or who access the Services or use
        Platform as if such acts, omissions or negligence had been committed by the
        Customer itself.

11.5.   The Customer shall not raise any claim under this Agreement more than 1 year
        after: (i) discovery of the circumstances giving rise to a claim; or (ii) the
        effective date of termination or expiry of this Agreement.

11.6.   The parties acknowledge and agree that in entering into this Agreement, each
        had recourse to its own skill and judgement and have not relied on any
        representation made by the other, their employees or agents.

12.     Indemnity

        17                                                                  VNDIRECT T&C
    05.2024
12.1.   The Customer shall defend, indemnify and hold Veset, its affiliates, and their
        employees, sub-contractors or agents harmless from and against any costs,
        losses, fines, liabilities and expenses, including reasonable legal costs arising
        from any claim relating to or resulting directly or indirectly from: (i) any claimed
        infringement or breach by the Customer or User of any Intellectual Property
        Rights with respect to use of the Platform or Services outside of the scope of
        this Agreement; (ii) by Veset or its affiliates of any Content or Customer or User
        or provided item in providing the Platform or Services; (iii) any access to or use
        of the Platform or Services by a User; (iv) any use of an Account; (v) any breach
        of the terms of this Agreement by a User; or (v) breaches of data protection law
        or regulations or the terms of the DPA by the Customer or User,(a “Customer
        Indemnity Event”) and Vest shall be entitled to take reasonable measures in
        order to prevent any breaches of third party rights from continuing.

12.2.   Veset shall: (i) upon becoming aware of an actual or potential Customer
        Indemnity Event, notify the Customer; (ii) provide to the Customer reasonable
        assistance in relation to the Customer Indemnity Event; (iii) allow the Customer
        the exclusive conduct of all disputes, proceedings, negotiations and
        settlements relating to the Customer Indemnity Event (provided the Customer
        is and continues to diligently defend Veset); and (iv) not admit liability in
        connection with the Customer Indemnity Event or settle the Customer Indemnity
        Event without the prior written consent of the Customer.

12.3.   Veset shall at its own expense, defend or at its own option settle any claim
        brought against the Customer by a third party on the basis of an infringement
        of any Intellectual Property Rights by the Platform or Services (excluding any
        claim deriving from any Content or Customer or User provided item) and pay
        any final judgment entered against the Customer on such issue or any
        settlement thereof, provided that: (i) the Customer notifies Veset promptly of
        each such claim; (ii) Veset is given sole control of the defence and/or
        settlement; and (iii) the Customer fully co-operates and provides all reasonable
        assistance to Veset in the defence or settlement.

        18                                                                  VNDIRECT T&C
    05.2024
12.4.   If all or part of the Platform or Services becomes, or in the opinion of Veset may
        become, the subject of a claim or suit of infringement, the Company shall at its
        own expense and sole discretion: (i) procure for the Customer the right to
        continue to use the Platform or Service or the affected part thereof; or (ii)
        replace the Platform or Service or affected part with another suitable non-
        infringing service or software; or (iii) modify the Platform or Services or
        affected part to make the same non-infringing.

12.5.   The Company shall have no obligations under clauses 12.3 and 12.4 above to
        the extent that a claim is based on: (i) modification of the Platform or Services
        by anyone other than Veset; (ii) the combination, operation or use of the
        Platform or Services with other services or software not provided by Veset if
        such infringement would have been avoided in the absence of such
        combination, operation or use; or (iii) the use of the Platform or Services in any
        manner inconsistent with the terms of this Agreement; or (iv) the negligence or
        wilful misconduct of the Customer or Users.

12.6.   Clauses 12.3 to 12.5 state the Customer’s sole and exclusive rights and
        remedies and Veset’s entire obligations and liability for any claims made under
        these clauses.

13.     Confidentiality

13.1.   Each party receiving Confidential Information (the “Receiving Party”) from the
        other party agrees to (i) keep confidential and not disclose any of the
        Confidential Information belonging to the other party ( “Disclosing Party”) to
        any person save as expressly permitted by this clause; and (ii) protect the
        Disclosing Party’s Confidential Information against unauthorised disclosure by
        using the same degree of care as it takes to preserve and safeguard its own
        confidential information of a similar nature, being at least a reasonable degree
        of care.

13.2.   Confidential Information belonging to the other party may be disclosed by the
        Receiving Party to the Receiving Party’s officers, employees, agents, insurers
        and professional advisers to the extent necessary for the performance of this
        Agreement, provided that the recipient is bound in writing to maintain the
        confidentiality of the Confidential Information disclosed.

13.3.   The obligations set out in this Clause shall not apply to:
        19                                                                 VNDIRECT T&C
    05.2024
           i. Content;
          ii. Confidential Information that is publicly known (other than through a
              breach of an obligation of confidence);
         iii. Confidential Information that is in possession of the Receiving Party prior
              to disclosure by the Disclosing Party;
         iv. Confidential Information that is received by the Receiving Party from an
              independent third party who has a right to disclose the relevant
              Confidential Information; or
          v. Confidential Information that is required to be disclosed by law, or by a
              governmental authority, stock exchange or regulatory body, provided that
              the party subject to such disclosure requirement must, where permitted
              by law, give to the other party prompt written notice of the disclosure
              requirement.

14.     Data Protection

14.1.   Each party undertakes to comply with its obligations under relevant applicable
        data protection laws, principles and agreements.

14.2.   To the extent that personal data is processed when the Customer or Users use
        the Platform or Services, the parties acknowledge that Veset is a data
        processor and the Customer is a data controller and the parties shall comply
        with their respective obligations under applicable data protection law and the
        terms of the DPA.

14.3.   If a third party alleges infringement of its data protection rights, Veset shall be
        entitled to take measures necessary to prevent the infringement of a third
        party’s rights from continuing.

14.4.   Where Veset collects and processes personal data of the Customer, as a data
        controller, when providing the Platform and Services to the Customer or Users,
        such collection and processing shall be in accordance with the Privacy Policy.

15.     Identification Rights

15.1.   Veset shall have the right to identify the Customer as a client, and to use
        Customer’s logo in Veset’s general marketing materials, and the Customer shall
        have the right to identify Veset as the provider of the Platform and Services,
        and to use Veset’s logo in connection with Customer’s use of the Platform and
        Services.
        20                                                                 VNDIRECT T&C
    05.2024
    21    VNDIRECT T&C
05.2024
16.     Term and Termination

16.1.   This Agreement shall come into force on the Effective Date and shall continue
        for the Initial Term. Upon expiry of the Initial Term the Agreement shall
        automatically renew for further Renewal Terms until either party terminates the
        Agreement:

        i.    By giving 30 days notice prior to the start of any Renewal Term; or

        ii.   In accordance with its rights set out below in this Clause 16.

16.2.   Either party may terminate this Agreement immediately by giving written notice
        to the other if the other party commits any material breach of any term of this
        Agreement, and:

        i.    the breach is not remediable; or

        ii.   the breach is remediable, but the other party fails to remedy the breach
              within 30 days of receipt of an electronic notice requiring it to do so.

16.3.   Where the Order includes any trial use or access to the Platform or Services the
        Agreement shall automatically terminate upon expiry of the Trial Period.

16.4.   Either party may terminate this Agreement immediately by giving written notice
        to the other party if (i) the other party is dissolved, ceases to conduct all (or
        substantially all) of its business, is or becomes unable to pay its debts as they
        fall due, is or becomes insolvent or is declared insolvent, or convenes a meeting
        or makes or proposes to make any arrangement or composition with its
        creditors; or (ii) an administrator, administrative receiver, liquidator, receiver,
        trustee, manager or similar is appointed over any of the assets of the other
        party; or (iii) an order is made for the winding up of the other party, or the other
        party passes a resolution for its winding up (other than for the purpose of a
        solvent company reorganisation where the resulting entity will assume all the
        obligations of the other party under this Agreement); or (iv) (where that other
        party is an individual) that other party dies, or as a result of illness or incapacity
        becomes incapable of managing his or her own affairs, or is the subject of a
        bankruptcy petition or order; or (v) a Force Majeure event last more than 30
        days.

16.5.   Veset may terminate this Agreement, access to the Platform or Services with
        immediate effect if:
        22                                                                    VNDIRECT T&C
    05.2024
               i. The Customer has breached the terms of this Agreement, or

           ii. Veset is prohibited under applicable law, or otherwise from providing the
               Platform or Services to the Customer, and

          iii. such relevant breach or prohibition is not remediable or is remediable, but
               the Customer fails to remedy the breach within 48 hours of receipt of an
               electronic notice to the Lead User requiring the Customer to do so.

17.      Effects of termination

17.1.    Upon termination, all obligations and clauses that by their nature should
         continue after termination shall survive the expiry or termination of this
         Agreement and shall remain in force and effect.

17.2.    Termination of this Agreement will not affect either party’s accrued liabilities
         and rights as at the date of termination.

17.3.    Following the termination, Veset shall:

        iii.     immediately cease providing access to the Platform and provision of the
                 Services;

        iv.      at the option of the Customer, following receipt of a request from the
                 Customer delete or return (in accordance with the terms of the DPA) any
                 personal data stored on the Platform;

         v.      thereafter be entitled to irrevocably delete all Content from the Platform;

        vi.      retain data related to the deleted Account in accordance with the DPA.

18.      General

18.1.    Force Majeure. Neither party shall be liable for any breach of its obligations
         hereunder (except for any payment obligations) resulting from Force Majeure.
         In such circumstances, the party suffering the Force Majeure may suspend
         performance of those of its obligations (excluding any payment obligations) as
         are prevented by such cause. Notice of such cause shall be given in writing to
         the other party as soon as reasonably practicable, such notice to contain details
         of the relevant cause.

        23                                                                     VNDIRECT T&C
    05.2024
18.2.   Invalidity of terms. If any provision of this Agreement shall be found by any
        court or tribunal of competent jurisdiction to be invalid or unenforceable the
        invalidity or unenforceability of such provision shall not affect the other
        provisions of this Agreement and all provisions not affected by such invalidity
        or unenforceability shall remain in full force and effect. The parties hereby
        agree to attempt to substitute for any invalid or unenforceable provision a valid
        or enforceable provision that achieves to the greatest extent possible the legal
        and commercial objectives of the invalid or unenforceable provision.

18.3.   Entire Agreement. This Agreement constitutes the entire agreement and
        understanding between the parties governing the subject matter of this
        Agreement, superseding all related proposals, statements, representations,
        negotiations, discussions and arrangements and any other written or other
        communication between the parties relating to the subject matter thereof.
        Nothing in this Agreement excludes liability for fraud.

18.4.   Conflicts. In the event of any conflict or inconsistency between any provisions
        contained in this Agreement, the provisions shall prevail in accordance with the
        following hierarchy (highest first):

              a. Order;
              b. Terms and Conditions;
              c. Acceptable Use Policy;
              d. SLA;
              e. DPA; and then
              f. Privacy Policy.

        24                                                                VNDIRECT T&C
    05.2024
18.5.   Amendments. Veset reserves the right to make amendments from time to time
        to the Agreement. The Customer’s use of the Platform, and receipt of the
        Services, is governed by the terms of the Agreement in force at the time that
        the Customer uses the Platform or the time that the Services are delivered (as
        appropriate). Changes to any terms of the Agreement will be notified to the
        Customer in writing, which includes an email (an “Amendment Notice”). The
        Customer shall have a period of thirty (30) days following the date of an
        Amendment Notice to terminate this Agreement by giving written notice to
        Veset that it does not agree to the changes in the Amendment Notice. If the
        Customer does not serve notice to terminate within the thirty day period the
        Customer shall be deemed to have accepted the Amendment Notice on expiry
        of this period.

18.6.   No Waiver. No failure or delay on the part of either party to exercise any right or
        remedy under this Agreement shall be construed or operate as a waiver thereof,
        nor shall any single or partial exercise of any right or remedy preclude the
        further exercise of such right or remedy.

18.7.   Assignment. Subject to the remaining provisions of this Clause 18.7, neither
        party shall assign, mortgage, charge or otherwise transfer any rights or
        obligations under this Agreement without the prior written consent of the other
        party. Notwithstanding the foregoing, either party may assign or transfer this
        Agreement, and all its rights and obligations under this Agreement, to a
        successor entity in the event of a sale of all or substantially all of that party’s
        stock or assets, merger, consolidation or other change of control transaction,
        or by operation of law, PROVIDED that; (i) the assignee undertakes to the other
        Party to be bound by and perform the obligations of the assignor under this
        Agreement; and (ii) the assignment is not to a competitor of the non-assigning
        party.

18.8.   Third Party Rights. Except as expressly provided, nothing in this Agreement is
        intended to be enforceable pursuant to the Contracts (Rights of Third Parties)
        Act 1999, or any similar legislation in any applicable jurisdiction.

18.9.   Law and Jurisdiction. This Agreement shall be construed in accordance with
        and governed by the laws of England and Wales. Any dispute arising between
        the parties in connection with or arising out of this Agreement shall be subject
        to the exclusive jurisdiction of the courts of England and Wales.
        25                                                                 VNDIRECT T&C
    05.2024
18.10.   Notices. Notices to Veset must be sent by email to vil_legal@veset.tv and
         notices to the Customer may be sent by email to the email address of the Lead
         User.

18.11.   Independent parties. The parties shall be independent contractors hereunder
         and this Agreement shall not create or form any partnership, franchise, joint
         venture, agency, representative or employment relationship between the
         parties. Neither party shall make any express or implied agreements,
         warranties, guarantees, commitments or representations, or incur any debt, in
         the name or on behalf of the other party.

18.12.   Language. The governing language of this Agreement and any correspondence
         shall be English.

         26                                                            VNDIRECT T&C
     05.2024
Acceptable Use Policy
1.     This Policy

This Acceptable Use Policy (“AUP”) sets out the rules governing a Customer or Users
(“you” or “your”) use of the Services and the Platform. By using the Platform or the
Services, you agree to the rules set out in this Policy. Capitalised terms in this AUP shall
have the meaning set out in the Terms and Conditions

2.     General restrictions

You must not use the Platform or Services in any way that causes, or may cause,
damage to the Platform or Services or impairment of the availability or accessibility of
the Platform or Services, or any of the areas of, or services on, the Platform. You must
not use the Platform or Services:

        a. in any way that is unlawful, illegal, fraudulent or harmful; or
        b. in connection with any unlawful, illegal, fraudulent or harmful purpose or
           activity; or
        c. to solicit the Account or access any Account that belongs to another User,
           or undertake any related actions that violate the privacy or publicity rights of
           another User.
3.     Unlawful and illegal material

You must not use the Platform or Services to store, host, copy, distribute, display,
publish, transmit or send content that is illegal or unlawful, or that will or may infringe
a third party’s legal rights, or that could give rise to legal action whether against you,
against Veset or against a third party (in each case in any jurisdiction and under any
applicable law). Content (and its distribution via the Platform or Services) must not:

        a. libellous, defamatory or maliciously false;
        b. be obscene or indecent;
        c. discriminate against any person based on race, sex, religion, nationality,
           disability, sexual orientation or age;
        d. copy any person, or misrepresent the identity or affiliation of any person with
           any other person;
        e. deceive, or be likely to deceive, any person;
        f. promote illegal activity;
        g. threaten, abuse or cause annoyance, inconvenience or needless anxiety;

         27                                                                 VNDIRECT T&C
     05.2024
        h. give the impression that it emanates from or is approved or endorsed by, us
           if this is not the case;
        i. infringe any Intellectual Property Rights of any person;
        j. infringe any rights of confidence, rights of privacy, or rights under data
           protection legislation;
        k. constitute negligent advice or contain any negligent statement;
        l. constitute an incitement to commit a crime or acts of terrorism;
        m. be in contempt of any court, or in breach of any court order;
        n. be in breach of official secrets legislation; or
        o. be in breach of any contractual obligation owed to any person.

You must not ingest any Content into the Platform that is or has ever been the subject
of any threatened or actual legal proceedings or other similar complaints.

4.     Use by Minors

The use of any of the Platform or Services by anyone under the age of consent in the
country in which the person is located is prohibited. No Account may be used by a minor
and permitting the use of an Account by a minor shall be in breach of this AUP.

If you are in doubt regarding the interpretation of definitions describing Content in this
AUP, it is your obligation to consult with Veset prior to uploading such Content into the
Platform or Services.

5.     Graphic material

Content must not depict violence in an explicit, graphic or gratuitous manner. Content
must not be pornographic or sexually explicit, or consist of or include explicit, graphic
or gratuitous material of a sexual nature.

6.     Breaches of this AUP

Without prejudice to Veset’s legal rights, if the Customer breaches this AUP in any way,
or if Veset reasonably suspect that the Customer and/or any of its Users have or are
likely to breach this AUP in any way, Veset may:

        a. send you one or more formal warnings;
        b. temporarily suspend your access to a part or all of the Platform and the
           Services if you have not taken action to address the AUP breaches; and/or
        c. permanently prohibit you from using a part or all of the Platform and cease
           providing the Services.
         28                                                                VNDIRECT T&C
     05.2024
Veset excludes all liability for its actions taken in response to breaches of this AUP.
The responses described in this AUP are not limited, and Veset may take any other
action Veset reasonably deems appropriate.

7.      Banned users

Where Veset suspends or prohibits access to the Platform or a part of the Platform,
you must not take any action to circumvent such suspension or prohibition (including
without limitation using a different account).

8.      Monitoring

Notwithstanding the provisions of this AUP, Veset does not actively monitor Content.

9.      Hyperlinks

You must not link to any website or web page containing material that would, were it
posted on the Platform, breach the preceding terms of this AUP.

10.     Harmful software

You must not use the Platform or Services to promote or distribute any viruses, Trojans,
worms, root kits, spyware, adware or any other harmful software, programs,

11.     Report abuse

If you become aware of any material on the Platform or in the Services that contravenes
this AUP, you should notify Veset by email at the following address: vil_legal@veset.tv.

Service Level Agreement (“SLA”)
All terms in capitals used in this SLA shall have the meaning set out in the Terms and
Conditions unless defined otherwise in this SLA.

          29                                                             VNDIRECT T&C
      05.2024
Customer Support Services

  1.      Helpdesk

   Veset will make available for no additional cost to the Customer the following
   services:

   1.1.       An email helpdesk facility during Business Hours for the purposes of
              answering queries, assisting the Customer with the proper use of the
              Platform and determining the causes of errors and resolving errors in the
              Platform in accordance with Clause 3 of this SLA.

   1.2.       The Customer must make all requests for support services through the
              support form available on the Platform and all such requests must include
              sufficient information to allow Veset to give the Customer a satisfactory
              resolution to its request.

  2.      Response and resolution

   2.1.       Veset shall:

                    a. use all reasonable endeavours to respond to requests for support
                       services made through the helpdesk; and

                    b. use all reasonable endeavours to resolve issues raised by the
                       Customer.

   2.2.       Veset shall determine, acting reasonably, into which severity category an
              issue raised falls.

                   a. Critical Issues are those where the User(s) experiences complete or
                      critical loss of significant operation of the Platform such as
                                  ○ extended loss of access to the Platform through the
                                     UI, or
                                  ○ Playout Agent stopped to play in accordance with a
                                     user-defined schedule, when scheduled media is
                                     available for playout.
                   b. Non-critical Issues are all issues which are not defined as Critical
                      (including general queries).
       2.3.     Response times for Critical Issues received by Veset within Business
                Hours is 3 Business Hours and for Non-critical issues 12 hours.
       30                                                                  VNDIRECT T&C
   05.2024
3.      Limits on Support Services

     3.1.   Where the total man hours spent by Veset providing support services
            under Clause 2 during any calendar month, starting from 60 days from
            Effective Date, exceed 6 hours for Non-Critical Issues, then Veset shall
            cease to have an obligation to provide any more support services to the
            Customer during that period; unless Veset agrees to provide additional
            such support services to the Customer during that period subject to
            payment by the Customer of additional fees at Veset’s hourly rates
            applicable from time to time and such arrangement shall be subject to
            separate written agreement not covered by the terms of this Agreement.
     3.2.   Veset shall have no obligation under the Agreement to provide support
            services in respect of any fault or error caused by:
               a. the improper use of the Platform or Services; or
               b. the use of the Platform or Services otherwise than in accordance
                   with the Documentation.

    31                                                               VNDIRECT T&C
05.2024
Maintenance Services

  4.      Upgrades

   4.1.    Veset separates the Platform into two main logical components in relation
           to Upgrades:

                a. The central logical component of the Platform deployed and hosted
                   in Veset’s cloud account manages all customer accounts, content
                   libraries, database, logs, ingest processes, playlists, channel and
                   playout subsystems, referred as the Backend.

                b. The second logical software component is the Playout Agent. The
                   Playout Agent manages the Playout functionality and its main
                   function is the generation of continuous scheduled and
                   uninterrupted TV Channel IP stream.

   4.2.    The Customer acknowledges that from time to time during the Term Veset
           shall apply or propose to apply Upgrades to the Platform.

                a. If Upgrades cover functionality related to the Backend Veset may
                   apply such Upgrades as necessary at any time. Where an Upgrade
                   makes material changes to the functionality of the Backend, Veset
                   shall use reasonable efforts to give the Customer advance notice
                   of such changes.
                b. If Upgrades may affect the operation of Playout Agents and require
                   interruption of a Playout operation Users will be notified through
                   the UI and/or by email that such Upgrade for the Playout Agent has
                   been made available to him or her by Veset. The Customer shall
                   reserve a right to perform the Upgrade itself within 3 months of
                   notification (the “Customer Playout Maintenance”). If such
                   Upgrade has not been carried out by the Customer within this period
                   Veset reserves the right to discontinue support of the Platform and
                   Services and any uptime commitments.

       32                                                              VNDIRECT T&C
   05.2024
5.     Service Levels

5.1.    Veset shall use commercially reasonable endeavours to ensure that the
        Platform’s key functionality is available 24 hours a day, 7 days a week, with
        a minimum monthly uptime commitment of 99.5% for UI (“UI Uptime”). UI
        Uptime is calculated by taking the total number of minutes in a calendar
        month less the number of minutes of UI Uptime and Playout Uptime, as
        applicable, in the calendar month, divided by the total number of minutes in
        the calendar month. If UI is not available to the User(s) this may qualify as
        “UI Downtime”.

              a. Playout (“Playout Uptime”) is set out in Service Level Agreement
                 and depends on the Product(s) and Deployment options chosen
                 and specified in the Order. Playout Uptime is calculated by taking
                 the total number of minutes in a calendar month less the number of
                 minutes of Playout Uptime, as applicable, in the calendar month,
                 divided by the total number of minutes in the calendar month. For
                 Playout Uptime any interruption time subtracted from it shall mean
                 a complete loss of all sound and/or vision or any material
                 disruption (including partial loss of sound and or vision) of the
                 video stream from the TV Channel (the “Playout Interruption”).
                 Where the TV Channel is generated by two Playouts (main and
                 backup) interruption is only taken into account for Playout Uptime
                 calculation if both Playouts experience Playout Interruption at the
                 same time.

              b. UI Downtime and Playout Interruption are herein jointly referred to
                 as “Downtime” or as “Downtime Events”. Multiple Downtime Events
                 occurring simultaneously will be considered a single Downtime
                 Event.

    33                                                                VNDIRECT T&C
05.2024
5.2.     Downtime Events shall not be included in the calculation of Downtime if they
         were caused by

               a. a factor beyond Veset’s reasonable control, including any force
                  majeure event or Internet access or related problems beyond the
                  demarcation point of Platform;

               b. any actions or inactions by the Customer (e.g. playlist having not
                  been prepared on time, or incorrect or corrupt Content ingested);

               c. the Customer’s and/or third party equipment, software or other
                  technology (other than third party services within Veset’s direct
                  control);

               d. Veset’s suspension or termination of the Customer’s right to use
                  the Platform or Services in accordance with the Acceptable Use
                  Policy; or

               e. the Customer Playout Maintenance as described in 4.2.b;
               f. the Scheduled Maintenance as described in 7.1.
  5.3.     The Customer is solely responsible for ensuring that the stream generated
           by Playout to be transmitted to the intended recipient, which includes,
           without limitation, ensuring that any internet connection(s) between the
           Customer’s data centre where the Platform and Services are deployed and
           the intended recipient(s), is available and is sufficient to handle the data
           transfer.
  5.4.     If Veset fails to satisfy either (or both) the Playout Uptime commitment
           and/or the UI Uptime commitment during a calendar month, Veset will
           issue a credit in an amount equal to the following:
               a. “SLA Playout Credit” = total cumulative minutes of Playout
                  Interruption less than the allowed monthly downtime
                  (corresponding to Playout Uptime commitment in Service Level
                  Agreement) multiplied by the effective per minute rate for the active
                  Channel Subscription.
               b. “SLA UI Credit” = total cumulative minutes of UI Downtime less than
                  allowed monthly UI Downtime of 360 minutes (corresponding to UI
                  Uptime commitment of 99.5%) multiplied by the effective per
                  minute rate for the total monthly charges, charged to the Customer.

    34                                                                  VNDIRECT T&C
05.2024
5.5.    SLA Credits will be applied only against future payments for the applicable
        Services otherwise due from the Customer. SLA Credits will not entitle the
        Customer to any refund or other payment from Veset. In order to enable a
        refund of the SLA Credits the Customer must submit a claim by opening a
        case in Veset Helpdesk. To be eligible, the credit request must be received
        by Veset within a month of occurrence and must include:
              a. the dates, times, and affected Channel Subscription of each
                 Downtime Event that Customer is claiming;
              b. the Customer’s request logs that document the errors and
                 corroborate           the           claimed           interruption.

5.6.    The provision by Veset of the SLA Credit is the Customer’s sole and exclusive
        remedy for Downtime. No SLA Credits shall in total for all downtimes exceed
        100% of the total fees paid by the Customer for the Platform or applicable
        Services affected during any calendar month. The Provider shall use the
        necessary and appropriate measuring and monitoring tools and procedures
        to continuously measure the Service Levels.

6.     Back-up and restoration.

6.1.    In the event of the loss of, or corruption of the Content ingested into the
        Platform, the Platform does not provide an automated functionality to
        restore such content and encourages the Customer to seek other Content
        backup alternatives and use such features as provided by the Platform.
6.2.    For the avoidance of doubt once the Customer terminates its Agreement for
        use of the Platform or Services, all Content and Account settings will be
        removed and cannot be restored.

    35                                                                VNDIRECT T&C
05.2024
7.     Scheduled Maintenance

7.1.   Veset may suspend access to the Platform in order to carry out scheduled
       maintenance, such suspension to be for not more than 60 minutes for the
       access to the Platform (related to 5.1.a UI Uptime) in each calendar month.
       Veset may carry out scheduled maintenance on TV Channel’s Playouts
       (related to 5.1.b Playout Uptime) such suspension to be for not more than 5
       minutes in each calendar month. For the avoidance of doubt Veset shall use
       all reasonable endeavours to minimise any interruptions to continuous
       operation of the Customer’s TV Channel during scheduled maintenance and
       if such maintenance applies to a TV Channel with two or more Playouts,
       Veset shall use all reasonable efforts to keep at least one Playout active to
       avoid prolonged output feed interruptions.

7.2.   Veset must give the Customer at least 7 days’ written notice of scheduled
       maintenance through the Platform’s UI and/or by email, including full details
       of the expected Platform downtime.

    36                                                               VNDIRECT T&C
05.2024
8.      Veset Products Description

     8.1.   Veset Cloud Playout Platform (Veset Platform) is a cloud-based software
            platform used for linear TV Channel creation, historically within the
            broadcast industry referred to as ‘playout’. While there is no formal
            definition of a playout functionality set, at the minimum core of any
            playout solution is the ability to continuously combine multiple media
            elements (live and pre-recorded video, audio, graphics, subtitles, etc.) in
            accordance with a pre-defined schedule and create an uninterrupted video
            stream reflecting all the scheduled elements.

            Two products available on Veset Platform Veset Nimbus and Veset
            AdWise - provide a number of functionalities beyond basic playout which
            enable users to create and operate linear channels.

            The key functionalities of both products include:

               ● Ingest. That function makes content available for further channel
                 creation. Only content which is made available to Veset platform
                 can be scheduled and played out as a channel. They following
                 options are available for the ingest:
                    ○ Pre-recorded content can be ingested into the designated
                        internal cloud storage (e.g. AWS S3) from various external
                        sources such as customer managed FTP, SFTP and AWS S3
                        (different ingest options are available in Veset Nimbus and
                        Veset AdWise). Other sources could be added subject to
                        custom agreements;
                    ○ Pre-recorded external content can be made available to the
                        Veset platform through supported APIs. Please consult
                        documentation for support of specific sources;
                    ○ Live IP feed content source(s) have to be specified within the
                        Veset platform product separately for each channel.
               ● Content Management System. That function allows customers to
                 manage their pre-recorded content which they have previously
                 ingested into the Veset Platform.
               ● Scheduling. That function enables customers to create
                 schedules/playlists for their linear channels.
                    ○ Veset Nimbus allows customers two options:
    37                                                                  VNDIRECT T&C
05.2024
                      ■ Import playlists from 3rd party sources (e.g. XML from
                         a traffic system), edit if necessary and apply to the
                         channel timeline;
                      ■ Create a playlist from scratch using an internal simple
                         playlist creator.
               ○ Veset AdWise allows customers to insert advertisement in-
                  video streams.
          ● Playout Management. That core functionality combines various
            media content components scheduled in the system and made
            available by various means, into a continuous IP live stream and
            encodes it according to designated specifications.

          For the avoidance of doubt IP feed transport solutions are typically
          external to the system.

          Customers can integrate with their solutions using the Platform’s
          REST API.

    38                                                          VNDIRECT T&C
05.2024
           8.2.     Products Subscriptions available on the Platform

Product /Subscription   Description                                         Deployment   Allowed       Monthly
Name                                                                        Platform     Downtime      Playout SLA
                                                                                         (min/month)

Veset Nimbus, Veset AdWise

Broadcaster (1+1)       Channel has a main and backup playout                 AWS           4min         99.99%
Enterprise (1+1)        available. The channel is played out on main
Live (1+1)              and backup playouts, generating two identical       Non-AWS         N/A            N/A
                        feeds.

Broadcaster (n+1)       Channel has a main and backup playout                 AWS          43min          99.9%
Enterprise (n+1)        available. The channel is played out on one
Live (n+1)              active playout continuously using the main          Non-AWS         N/A            N/A
                        playout and one feed is generated. In case the
                        system identifies failure of the main playout, it
                        will activate the backup instance. By default
                        backup remains in inactive mode, however from
                        time to time depending on settings it may
                        activate to process content, or maybe used in
                        cases of required maintenance.

Digital (1+0)           Channel has a main playout only available. The        AWS         216 min         99.5%
                        channel is played out on main one feed at a time
                        with no pre configured backup. In case of           Non-AWS         N/A            N/A
                        failure of the main any new playout has to be
                        launched manually.

   N/A = not available.

            39                                                                             VNDIRECT T&C
        05.2024