Global Terms

Last Updated on the 28th of June 2024

AI-MEDIA GLOBAL TERMS

1. DEFINITIONS
2. TERM AND ENGAGEMENT
3. FEES AND PAYMENT
4. CUSTOMER OBLIGATIONS
5. SUPPLY SPECIFIC TERMS
6. PLATFORMS
7. ACCESS TO THIRD PARTY SERVICES
8. WARRANTIES
9. CONFIDENTIALITY
10. INTELLECTUAL PROPERTY
11. INDEMNITY
12. LIABILITY
13. TERMINATION
14. FORCE MAJEURE
15. DISPUTE RESOLUTION
16. NOTICES
17. GENERAL

AI-MEDIA PRODUCT TERMS
1. HARDWARE
2. ON-PREMISE SOFTWARE
3. ICAP NETWORK
4. WARRANTY AND DISCLAIMER

AI-MEDIA TERMS OF SERVICE
1. GENERAL
2. ACCESS AND USE OF OUR SERVICE
3. ORDERING AND PAYING
4. INTELLECTUAL PROPERTY RIGHTS AND USER CONTENT
5. PRIVACY
6. DMCA AND COPYRIGHT COMPLAINTS
7. THIRD PARTY WEBSITES
8. WARRANTY
9. DISCLAIMERS
10. TERMINATION
11. NOTICE FOR CALIFORNIA USERS
12. QUESTIONS AND SUGGESTIONS
AI-MEDIA ENCODER WARRANTY & PRODUCT SUPPORT TERMS
PART A – DEFINITIONS
PART B – PHYSICAL ENCODERS
PART C – VIRTUAL AND CLOUD BASED ENCODERS
PART D – INTERACTION WITH CONSUMER LAWS

AI-MEDIA GLOBAL TERMS

These Ai-Media Global Terms apply to any order for Products or Services supplied by an Ai-Media entity and forms an agreement (Agreement) between the Customer and the relevant Ai-Media entity as outlined below. By placing an Order for a Product or Service (including by clicking on the “I agree” or similar button or checkbox that is presented to the Customer), or by accessing or using one of the Products or Services, the Customer agrees to be bound by the terms of this Agreement. If the Customer does not agree to the terms and conditions of the Agreement, it must not Order, use or access any Product or Service.

Customer means: (i) the individual who places an Order for a Product or Service, or that accesses one of the Services; or (ii) if the individual is placing an Order or accessing a Service on behalf of a company other entity that they are representing, then Customer means the entity being represented. By accepting on behalf of an entity, the individual represents and warrants that: (i) it has full legal authority to bind that entity to this Agreement; and (ii) it agrees to this Agreement on behalf of that entity.

Ai-Media entity and Governing Law: the Ai-Media contracting entity and relevant law governing this Agreement depends on the country in which the Customer is located (in the case of a Customer that is an individual) or incorporated or established (in the case of all other Customers), as follows:

Country	Ai-Media entity	Governing Law
USA	Ai-Media Technologies LLC	The laws of the State of Illinois, USA
Canada	Ai-Media Canada Inc (Co No 1015825-9)	The laws of Ontario, Canada
UK or a country that forms part of EMEA	Ai-Media UK B Ltd (Co No 07292409)	The laws of England and Wales
Australia, New Zealand or a country that forms part of Asia or the Pacific	Access Innovation Media Pty Limited (ACN 105 924 490)	The laws of New South Wales, Australia

Each party submits to the exclusive jurisdiction of the courts of the place specified in the Governing Law column above, and any court hearing appeals from those courts. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded

TERMS AND CONDITIONS:

1. DEFINITIONS
The following capitalised words are defined as follows in this Agreement:

(a) Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership, directly or indirectly, of 50% or more of the voting securities or other voting rights in, or ownership interests of, another entity;

(b) Agreement means these Ai-Media Global Terms and includes the descriptions of parties and recitals, and all terms incorporated by reference into these Ai-Media Global Terms;

(c) Authorized User means any Personnel of the Customer, a Customer Affiliate or of a third party service provider of Customer or a Customer Affiliate, who is authorized by the Customer or a Customer Affiliate to access and use the Products and Services on behalf of the Customer or Customer Affiliate;

(d) Automated Captioning Service means any Captioning Services provided using Ai-Media’s “Lexi” automated captioning service, or any alternative automated captioning service provided by Ai-Media from time to time;

(e) Business Day means a day which is not a Saturday, Sunday, public holiday or bank holiday in the place in which the applicable Ai-Media entity is incorporated;

(f) Captioning Services means any real-time or recorded content captioning (open or closed captions) that are provided by Ai-Media via the Platform, including without limitation captioning for any media live-streamed through any online or third party platform;

(g) Claims means actions, suits, causes of action, arbitrations, debts, dues, costs, claims, demands, verdicts, orders and judgments either at law or in equity or arising under a statute and whether or not the matters giving rise to those claims are known to the parties at the date of this Agreement;

(h) Commencement Date means the date that is the earlier of (i) the Customer’s initial access to or use of a Product or Service; or (ii) the date of the first Order referencing this Agreement;

(i) Confidential Information means all information and material (whether oral, in writing or electronic) relating to a party and its business, that is not publicly available (other than by breach of this Agreement), including without limitation strategic, corporate, operational and financial information. Confidential Information also includes the contents of this Agreement;

(j) Delivered Materials means the captions, caption files, transcripts or other similar directly relevant files that Ai-Media produces based on User Content and delivers to the Customer in connection with an Order;

(k) Documentation means any and all documentation generally made available by Ai-Media to its customers (including on or via the Platforms) in connection with use of the Products or Services, including without limitation, users’ manuals, installation and configuration guides, technical and functional specifications, and any revisions or supplements thereto;

(l) Facilities means the facilities of the Customer including but not limited to the premises, working space, computer equipment, access to the Internet, and access to the Customer’s computer network and telecommunications system;

(m) Fees means the fees applicable to a Product or Service set forth on the Platforms (and customer portals accessible through the Platforms) or otherwise notified to Customer by Ai-Media (including in a quote that forms part of the Order);

(n) Force Majeure Event means any event beyond the reasonable control of Ai-Media, in consequence of which Ai-Media cannot reasonably be required to perform its obligations under this Agreement including but not limited to, fire, outbreaks of war, pandemics, epidemics, acts of hostility, terrorist activity, national emergency, government action, where any of our employees, agents or contractors who are directly involved in providing the Services are sick or suffer some other emergency or unexpected event, or any act of God;

(o) Hardware means any Ai-Media or Ai-Media Affiliate hardware products (including EEG hardware encoders and Lexi Local devices) set out in an applicable Order;

(p) iCap Network means Ai-Media’s cloud hosted closed captioning and subtitle delivery network, connecting content providers to Captioning Services and Third Party Captioning Services, as more particularly described at https://www.ai-media.tv/our-products/icap-cloud-network/

(q) Insolvency Event means the occurrence of any one or more of the following events in relation to a party:

(i) an application is made to a court for an order that it be wound up, declared bankrupt or that an administrator, liquidator provisional liquidator or receiver or receiver and manager be appointed, and the application is not withdrawn, struck out or dismissed within twenty one (21) days of it being made;

(ii) a liquidator or provisional liquidator is appointed and the appointment is not terminated within fourteen (14) days of it being made;

(iii) an administrator or a controller is appointed to any of its assets and the appointment is not terminated within fourteen (14) days of it being made;

(iv) it enters into an arrangement or composition with one or more of its creditors, or an assignment for the benefit of one or more of its creditors;

(v) it proposes a winding-up or dissolution or reorganisation, moratorium, deed of company arrangement or other administration involving one or more of its creditors;

(vi) it is insolvent as disclosed in its accounts, or otherwise states that it is insolvent, or it is presumed to be insolvent under an applicable law;

(vii) it becomes an insolvent under administration or action is taken which could result in that event and the proceeding is not dismissed within twenty one (21) days of the date action is taken;

(viii) a writ of execution is levied against it or a material part of its property which is not dismissed within twenty eight (28) days;

(ix) it ceases to carry on business or threatens to do so, other than for reorganisation or restructuring; or

(x) anything occurs under the law of any jurisdiction which has a substantially similar effect to any of the above paragraphs of this definition.

(r) Intellectual Property means all copyright, designs and industrial designs, circuit layouts, trademarks, service marks and commercial names and designations, trade secrets, know-how, confidential information, patents, invention and discoveries, literary artistic and scientific works, inventions in all fields of human endeavour, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields;

(s) Intellectual Property Rights means all rights in Intellectual Property, including current and future registered and unregistered rights, whether conferred by statute, common law or equity, in any jurisdiction in the world;

(t) Loss means, in relation to any person, any damage, loss, cost (including legal costs on a full indemnity basis), expense or liability incurred by the person or any claim, action, proceeding or investigation made against the person however arising and whether present or future, fixed or unascertained, actual or contingent;

(u) On-Premises Software means any Ai-Media or Ai-Media Affiliate software products for installation on the Customer’s premises (such as iCap Alta IP Video Captioning) as set out in an applicable Order, including any updates to such software as may be provided to Customer by Ai-Media during the Order Term;

(v) Order means an order for Products and/or Services placed in accordance with clause 2.3(b);

(w) Order Term has the meaning given in clause 2.3(e);

(x) Personal Information means:

(i) any information relating to an identified or identifiable natural person; and (ii) any information defined as “personally identifiable information,” “personal information,” “personal data” or similar terms as such terms are defined under applicable laws;

(y) Platform means:

(i) in the case of Services, the online Ai-Media Customer platform applicable to the Service, located on www.ai-live.com, www.ai-media.tv, www.eegent.com or www.eegcloud.tv (or such other location as otherwise notified to the Customer by Ai-Media); and
(ii) for Products that allow the Customer to access the iCap Network, the iCap Network and Ai-Media’s online Customer platform located on www.eegcloud.tv (or as otherwise notified to the Customer by Ai-Media);

(z) Privacy Policy means the Ai-Media policy located at: https://www.Ai-Media.tv/privacy-policy/;

(aa) Product Terms means the Ai-Media Product Terms and Ai-Media Encoder Warranty & Product Support Terms;

(bb) Products means Hardware or On-Premise Software;

(cc) Personnel means a party’s employees, agents and contractors;

(dd) Services means, collectively, the Captioning Services, transcription, note-taking, audio-description or other services to be provided by Ai-Media as set out in an applicable Order;

(ee) Supply Specific Terms means the Product Terms or Terms of Service, as applicable to an Order and incorporated into this Agreement in accordance with clause 5;

(ff) Support means the technical support services to be provided by Ai-Media for the Products and Services in accordance with clause 5(c);

(gg) Term has the meaning given in clause 2.1(a);

(hh) Terms of Service means the Ai-Media Terms of Service;

(ii) Third Party Captioning Services has the meaning give in clause 7(a); and

(jj) User Content means the information or content, including videos, audio recordings, illustration or texts, regardless of the medium, that the Customer shares, uploads or submits in connection with its access to or use of the Platforms or Services.

2. TERM AND ENGAGEMENT

2.1 Term and variation of this Agreement

(a) This Agreement will commence on the Commencement Date and will continue until expiry of all Order Terms, unless terminated earlier in accordance with the terms of this Agreement (Term).

(b) Ai-Media reserves the right, at its complete discretion, to amend or modify this Agreement or any Supply Specific Terms at any time. Ai-Media will notify the Customer of any changes either by replacing this Agreement or the Supply Specific Terms on the Ai-Media’s website (showing the date that it was updated), or via email, or via any other means Ai-Media deems reasonable. Any changes made will become effective immediately and either the Customer’s explicit consent or the Customer’s continued use of the Product or Service constitutes the Customer’s acceptance of the new terms. If the Customer does not agree with any amendment or modification of this Agreement or the Supply Specific Terms, then the Customer can choose to terminate this Agreement at any time, by ceasing to use the applicable Services, On-Premise Software and cancelling the Customer’s account with Ai-Media.

2.2 Structure and order of precedence

(a) This Agreement is made up of:

(i) the terms set out in clauses 1 to 17 of these Global Terms; and

(ii) the terms in each Order.

(b) Unless expressly contemplated by reference to this clause in an Order, if there is any inconsistency between the documents or clauses listed in clause 2.2(a) above, the documents and clauses will prevail in the order in which they are listed above to the extent of any inconsistency.

2.3 Engagement

(a) Subject to the terms and conditions of this Agreement, and in consideration of the Customer paying the Fees to Ai-Media, Ai-Media will provide the Products and Services specified in one or more Orders placed during the Term.

(b) The Customer may order Products and Services from time to time via:

(i) the ordering facilities made available on the Platforms, by logging into the Customer’s account on such Platforms – any such order is subject to the ordering and cancellation rules set out in the Terms of Service;

(ii) executing or otherwise accepting (including via email) a quote for the Product or Service issued by Ai-Media; or

(iii) Ai-Media accepting in writing (including via email) an ordering document issued by the Customer in a form acceptable to Ai-Media, that specifies the Products or Services selected, Fees and other terms agreed to by the parties relating to the supply of those Products or Services.

(d) The parties acknowledge and agree to the additional ordering and cancellation rules set out in the Terms of Service (in the case of orders for Services), and the Product Terms (in the case of orders for Products).

(e) The term of each Order (Order Term) will be:

(i) as specified in the Order; or

(ii) the period from when the Order is placed in accordance with clause 2.3(b) until delivery of the Product or Service.

(f) Each Order placed during the Term is incorporated into and forms part of this Agreement.

(g) Customer acknowledges that the Services may be provided by Ai-Media remotely via the Platform. Ai-Media is permitted to subcontract performance of some or all of the Services to any person, provided that Ai-Media remains responsible for the acts or omissions of any subcontractor.

3. FEES AND PAYMENT

3.1 Fees

(a) In consideration of the provision of the Products and/or Services, the Customer will pay Ai-Media the Fees.

(b) Ai-Media may vary the Fees applicable to an existing Order at any time by notice to the Customer sixty (60) days prior to the variation taking effect. If the Customer does not agree to the relevant variation of Fees, then the Customer may terminate the applicable Order on written notice to Ai-Media and the applicable Order will terminate on the day that the relevant variation of Fees takes effect; and

(c) Ai-Media may vary all other Fees at any time on notice to Customer, and such varied Fees will apply to any Order placed for the Product or Service after the date that Ai-Media has notified the Customer of the varied Fee.

(d) The Fees are exclusive of tax, fees, imposts or charges imposed under law.

3.2 Invoicing and payment

(a) In respect of each Order, Ai-Media will issue the Customer a tax invoice setting out the Fees for relevant Products and Services under the Order. Unless otherwise specified in the Supply Specific Terms or an Order, Ai-Media will invoice the Customer in advance for Services, and on acceptance of the Order for Products. The Customer must make payment within thirty (30) days of receipt of a tax invoice from Ai-Media.

(b) The Customer must pay Ai-Media the Fees for a relevant Order by Electronic Funds Transfer to Ai-Media’s nominated bank account or via an alternative payment method specified in the applicable Supply Specific Terms or otherwise approved by Ai-Media in its sole discretion. Where Ai-Media approves payment via a third party payment processing service, the Customer will be required to agree to the third party payment processor terms, and will be solely responsible for any fees charged by the third party payment processor.

(d) Ai-Media may set-off any amount payable to the Customer by Ai-Media under this Agreement against any amount payable by the Customer to Ai-Media under this Agreement.

(e) If the Customer disputes any charges in an invoice, the Customer must notify Ai-Media within 14 days after the invoice date. In respect of a dispute related to usage of either the Lexi Service or iCap Platform the following process will apply:

(i) the Customer must notify Ai-Media in writing of the specific dates and times at which the Customer believes an overcharge has been made;

(ii) in such notification, the Customer must expressly certify that such usage was caused by the Customer leaving the Service or Platform on for a period longer than necessary for its captioning purposes (“Overrun Period”);

(iii) Ai-Media shall have 14 days to process and review this dispute or otherwise request additional information in respect of the circumstances of the Overrun Period;

(iv) If Ai-Media reasonably considers the Overrun Period to be a period over which the Customer did not use the Services or Platform; then the Customer shall be provided with a credit where such credit will provided to the Customer under a new invoice (if such credit is granted within 10 days of Customer’s receipt of the original relevant invoice) or a credit note to offset the Customer’s next invoice (if such credit is granted post 10 days of Customer’s receipt of the original relevant invoice) (“Overrun Period Credit”);

(v) The Overrun Period Credit is calculated as:

(A) the total fees incurred by the specific encoder in question under the disputed invoice; less

(B) the average current monthly fee applicable to the average hours used in respect of the specific Encoder in question over the 6-month period prior to the Customer’s notice hereunder (or if Customer’s usage of the relevant Encoder has been less than 6 months, then the maximum duration possible).

(vi) The process and resultant Overrun Period Credit contemplated under this sub-clause 3.2(e) shall:

(A) be offered to the Customer once per 6-month period only;

(B) not exceed a value of over 10% of the total original invoice ;

(f) If the Customer does not make a payment by the due date required under this Agreement, without prejudice to Ai-Media’s rights under clause 11, Ai-Media may do any or all of the following:

(i) charge interest at the rate of ten per cent (10%) per annum on all overdue amounts owed by the Customer to Ai-Media, calculated and accruing daily, until the relevant overdue amount (and accrued interest) is paid;

(ii) suspend or not perform any Services until any outstanding amount due by the Customer under this Agreement has been paid; or

(iii) delay delivery of any Products until any outstanding amount due by the Customer under this Agreement has been paid.

4. CUSTOMER OBLIGATIONS

(a) The Customer must:

(i) co-operate with Ai-Media as Ai-Media reasonably requires, to enable Ai-Media to provide the Products and Services;

(ii) provide information and documentation that Ai-Media reasonably requires, to enable Ai-Media to provide the Products and Services;

(iii) obtain all necessary consents from its Personnel to Ai-Media’s collection and use of Personal Information submitted to Ai-Media or the Platforms in accordance with Ai-Media’s Privacy Policy;

(iv) and must ensure its Personnel, keep any account credentials (username and passwords) for access to the Platforms, Products or Services confidential and secure;

(v) arrange its own internet service and obtain any equipment necessary to connect to the Platforms for Ai-Media to provide the Services;

(vi) make available to Ai-Media such Facilities as Ai-Media reasonably requires, to enable Ai-Media to perform the Services;

(vii) comply with all applicable laws in the use of the Products and Services; and

(viii) only use the Products and Services in accordance with Ai-Media’s Documentation.

(b) The Customer must not, and must ensure that its Personnel do not do any of the following, or allow any third party to do any of the following:

(i) rent, lease, sell, copy, reproduce, provide access to, make available, distribute or sub-license the Products, Platforms or Services to any party unless expressly authorized in this Agreement;

(ii) use the Products, Platforms or Services to develop a similar or competing product or service, or copy, imitate or use, in whole or in part, the look and feel of the Products, Platforms or Services;

(iii) reverse engineer, de-compile, tamper or seek to access the source code, circuit workflows, designs or patents of or in respect of the Products, Platforms or Services;

(iv) reproduce, adapt, disseminate, modify or create derivative works of the Products or Services, Platforms or the Intellectual Property of Ai-Media or its affiliates (or parts thereof);

(v) remove or alter any copyright, trade mark, logo or other proprietary notice or label appearing on the Products, Platforms or Services;

(vi) use the Products, Platforms or Services for any unlawful, fraudulent or criminal purpose;

(vii) accessing any content on the Services or Platform through any technology or means other than those provided or authorized by the Service or Platform;

(viii) use the Services or otherwise access or use the Platforms in any way that interrupts,
damages or impairs the Services or Platforms, including by not limited to uploading or transferring files that contain invalid data, viruses, worms, trojans or other harmful programs, accessing or attempting to access the accounts of other users, penetrating or attempting to penetrate any security measures, launching any automated program or script (for example web robots, web ants or web spiders), or taking any action that imposes or may impose an unreasonable or disproportionately large load on Ai-Media’s infrastructure;

(ix) use the Products, Platforms or Services in any way which infringes or breaches the Intellectual Property Rights of any third party;

(x) use the Products, Platforms or Services in any way which may be obscene, indecent, pornographic, vulgar, profane, racist, sexist, discriminatory, offensive, derogatory, harmful, harassing, threatening, embarrassing, malicious, abusive, hateful, menacing, defamatory, untrue or political;

(xi) use the Products, Platforms or Services to cause nuisance, annoyance or inconvenience, in any manner whatsoever, including for transmitting spam, chain letters, or other commercial solicitation purposes;

(xii) attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Platforms or Services;

(xiii) collect or harvest any Personal Information, including account names, email addresses, from the Platforms or Services;

(xiv) permit any person other than the applicable Authorized User to access and use the Authorized User’s account on the Platforms;

(xv) impersonate another person or otherwise misrepresent its affiliation with a person or entity, conducting fraud, hiding or attempting to hide its identity; or

(xvi) bypass the measures used to prevent or restrict access to the Product, Platform or Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Product, Platform or Service or the content therein.

(c) If the Customer or any of its Personnel breach any of the provisions in clause 4(b), or allow any third party to do so, without prejudice to any other rights under this Agreement or at law, Ai-Media may suspend or terminate access to the Platforms and the Services for any or all Authorized Users.

(d) The Customer must use reasonable efforts to communicate the terms of this Agreement to anyone who may or will come into contact with or use the Platforms or Services through the Customer’s account, including, without limitation, the Customer’s Authorized Users, Personnel and customers. The Customer must ensure such persons comply with the terms of this Agreement and will be responsible and liable to Ai-Media for any act or omission by any such person to the same extent that the Customer would have been liable to Ai-Media had it committed such act or omission.

(e) The Customer is solely responsible for the User Content, including its selection, classification, accuracy, completeness and quality, as well as any exposure of Authorized Users or other persons to harmful, offensive or distressing materials through the User Content.

5. SUPPLY SPECIFIC TERMS

(a) Services. Where the Customer Orders Services, the Customer agrees to, and must comply with, the Terms of Service, which are incorporated into this Agreement as if set out in full. In the event of inconsistency between the terms herein and the Terms of Service, the terms herein will take precedence to the extent of that inconsistency only.

(b) Products. Where the Customer Orders Products, the Customer agrees to the and must comply with, the Product Terms, which are incorporated into this Agreement as if set out in full. In the event of inconsistency between the terms herein and the Product Terms, the terms herein will take precedence to the extent of that inconsistency only.

(c) Support. Ai-Media will provide the Customer with reasonable remote technical support during Ai-Media’s US business hours for any issues that the Customer or an Authorized User encounters in using the Products and Services. To request technical support, the Customer must contact Ai-Media using the support contact details made available on Ai-Media’s website. Ai-Media will endeavour to respond to requests as soon as reasonably practicable.

6. PLATFORMS

(a) Right to access. For the duration of the Term the Customer (and its Personnel) are given a limited, non-exclusive, non-transferable, revocable licence to access and use the Platforms, in connection with the Customer ordering, using and receiving the Services, subject to the terms of this Agreement.

(b) Disclaimer. Ai-Media does not warrant, guarantee or make any representation that:

(i) the Platforms will be compatible with all hardware and software which the Customer or Authorized User may use, and Ai-Media is not required to ensure or maintain any compatibility with any particular hardware or software;
(ii) the Platforms, or the server that makes the Platforms available on the World Wide Web are free of software viruses, free from errors, or that the Platforms will operate uninterrupted;
(iii) Ai-Media’s security procedures will be error-free, that transmissions over the Platforms will always be secure, or that unauthorised third parties will never be able to defeat security measures Ai-Media implements or those of Ai-Media’s third party service providers; or
(iv) access to the Platforms will be uninterrupted, timely or error-free.

(c) Security. Ai-Media implements and maintains physical, technical and administrative security measures designed to protect delivery of data over the Platforms from unauthorized access, use, modification, or disclosure.

(d) Collection of data. Ai-Media collects certain data and information about Customers and Authorized Users in connection with use of the Platforms. Ai-Media collects and uses any Personal Information contained within such data and information in accordance with the Privacy Policy, which the Customer acknowledges.

(e) Changes to the Platforms. Ai-Media may make improvements or other changes to the Platforms from time to time in its sole discretion, with or without notice to the Customer. Ai-Media may also discontinue a Platform or any portion or feature of it for any reason at any time. If an improved or modified Platform is not acceptable to the Customer, the Customer’s only recourse is to stop using the Platform.

7. ACCESS TO THIRD PARTY SERVICES

(a) The Products and Platforms may allow the Customer to access captioning services provided by third parties (Third Party Captioning Services). The Customer acknowledges that any engagement with a third party for Third Party Captioning Services is between the Customer and the relevant third party, and that third party (and not Ai-Media) is liable for the Third Party Captioning Services, including the content, quality, accuracy and timeliness of any captions provided, and compliance with applicable laws, regulations and standards.

8. WARRANTIES

(a) Each party warrants that:

(i) it is validly existing under the laws of the place of its incorporation and has the power and authority to carry on its business;
(ii) it has the power to enter into and perform its obligations under this Agreement; and
(iii) it has all necessary licences, approvals, permits and consents to enter into this Agreement and perform the obligations under it.

(b) The Customer warrants that:

(i) it has no legal disability or contractual restriction that prevents it from entering into this Agreement;
(ii) it owns (or has sufficient rights to) the User Content;
(iii) it has the full right, power and authority to grant Ai-Media the licence to User Content in accordance with this Agreement;
(iv) it has obtained all necessary consents to the collection and use of any Personal Information or data in the User Content in order for Ai-Media to store and use the User Content to provide the Products and Services in accordance with this Agreement;
(v) the User Content, and use of it by Ai-Media, its Affiliates and contractors in accordance with this Agreement (including to produce the Delivered Materials), does not infringe the rights, including Intellectual Property Rights, publicity, personality or privacy or data protection rights, of any third party; and
(vi) the User Content, and use of it by Ai-Media, its Affiliates and contractors in accordance with this Agreement (including to produce the Delivered Materials), does not violate any applicable laws, statutes or regulations.

(i) it has the full right, power and authority to grant the rights and licences granted to the Customer under this Agreement; and
(ii) the Products and Services do not infringe the Intellectual Property Rights of any third party.

9. CONFIDENTIALITY

(a) A party must not, and must ensure that its Personnel do not, either during or after the Term, disclose any Confidential Information which has disclosed to it by the other party, except:

(i) to its Personnel and the Personnel of its Affiliates on a need to know basis;
(ii) to its professional advisers, but only for the purpose of advising on or in relation to this Agreement;
(iii) as required by law judicial or parliamentary body, securities exchange or governmental agency, or
(iv) with the previous written consent from the other party.

(b) A party and its Personnel (and any Personnel of its Affiliates) must only use the Confidential Information disclosed to it by the other party, for the purpose of exercising its rights and performing its obligations under this Agreement.

(d) A party must immediately notify the other party in writing of any actual, threatened or suspected unauthorised disclosure of any Confidential Information.

(e) Upon termination or expiry of this Agreement, each party must deliver to the other party or destroy (and provide to the other party a written statutory declaration in respect of the same), all Confidential Information in its possession or control (and any copies of the Confidential Information).

(f) Notwithstanding anything to the contrary herein, parties agree that Ai-Media may utilise the Customer’s name and marks in respect of Ai-Media’s marketing materials to indicate that Ai-Media is a captioning partner of the Customer for the duration of the Term.

(g) The obligations of this clause 9 survive termination or expiry of this Agreement.

10. INTELLECTUAL PROPERTY

(a) Ownership by Ai-Media. Ai-Media (or its licensors) owns and retains all rights, including Intellectual Property Rights, in and to the Products, Services, Platforms and Documentation.

(b) Documentation. Ai-Media grants the Customer a limited, worldwide, non-exclusive, non-transferable, revocable licence to use and reproduce the Documentation for the sole purposes of the Customer and its Affiliates ordering, using and receiving the Products and Services during the Term.

(c) Licence to Client-Side Software: Ai-Media grants the Customer a limited, worldwide, non-exclusive, non-transferable, revocable licence to download, install and use any client-side software (if any) made available by Ai-Media that is necessary to use and receive the Services, for the sole purpose of the Customer and its Affiliates using and receiving the Services during the applicable Order Term.

(d) User Content. All Intellectual Property Rights in the User Content remains with the Customer or its licensors. The Customer grants Ai-Media and its Affiliates a limited, non-exclusive, transferrable, royalty-free, worldwide licence to copy, display, upload, perform, distribute, store, modify and otherwise use the User Content for the purpose of providing and improving the Products and Services and as otherwise permitted under this Agreement, including the Privacy Policy, in any form, medium or technology now know or later developed.

(e) Delivered Material. Provided that Ai-Media has received full payment of the relevant Order for Services, the Intellectual Property Rights in the Delivered Materials are owned by and assigned to the Customer. The Customer grants to Ai-Media and its Affiliates a perpetual, irrevocable, non-exclusive, transferable, royalty-free, worldwide licence to store and use the Delivered Materials for the purposes of providing the Services and for archiving and quality assurance testing and controls.

(f) Aggregate Analytical Data. The Products, Platforms or Services may generate, and Ai-Media may produce and collect, analytical data related to use of any such Products or Services that cannot be identified as relating to a particular individual or company (Aggregate Analytical Data). Customer acknowledges and agrees that Ai-Media owns, and may freely use, any such Aggregated Analytical Data derived from Customer’s use of any Products, Platforms or Services supplied to Customer under this Agreement.

(g) Feedback. If the Customer or any Authorized User provides any comments, suggestions, recommendations, feedback or ideas about the Products or Services, including about how to improve the Products or Services (Feedback), the Customer grants Ai-Media a worldwide, perpetual, irrevocable, sub-licensable, royalty-free, transferable license to use the Feedback to further develop Ai-Media’s products and services, or to create new products and services. Ai-Media will exclusively own all Intellectual Property Rights in any technology, developments, derivative works or other materials created by it or on its behalf using or incorporating Feedback, without any obligation to the Customer or any Authorized User. Ai-Media is free to disclose any Feedback on a non-confidential basis or otherwise to anyone.

11. INDEMNITY

(a) The Customer hereby indemnifies and must keep indemnified Ai-Media and its Affiliates from and against any Loss or Claim suffered or incurred by Ai-Media or any of its Affiliates, arising from or in connection with:

(i) breach by the Customer or an Authorized User of any provision of this Agreement;
(ii) any User Content;
(iii) any activity engaged in by or on behalf of the Customer using or through the Products, Platforms or Services;
(iv) violation of any law by the Customer or an Authorized User; or
(v) infringement of any rights of a third party by the Customer or an Authorized User, including that the User Content or Delivered Materials infringes the Intellectual Property Rights, publicity, personality or privacy or data protection rights of a third party.

(b) Ai-Media hereby indemnifies and must keep indemnified Customer from and against any Loss suffered or incurred by Customer arising from or in connection with a Claim from a third party that the Products or Services infringe that third party’s Intellectual Property Rights.

12. LIABILITY

(a) Except in the case of death or personal injury caused by Ai-Media’s negligence, the liability of Ai-Media and its Affiliates under or in connection with this Agreement (including all Orders, in the aggregate) for any Loss or Claim whether arising in contract, tort, negligence, breach of statutory duty, under an indemnity or otherwise, shall not exceed the total Fees paid by the Customer to Ai-Media under this Agreement in the six (6) months’ preceding the date of the first Claim arising under this Agreement.

(b) To the extent permitted by law, neither party will be liable to the other party for any indirect, special, economic or consequential loss or damage, or any loss of revenue, profits, goodwill, data, use of services, opportunities or anticipated savings, whether arising in negligence, breach of contract, statute or otherwise.

(c) Nothing in this Agreement is intended to exclude, restrict or modify any guarantees under law which apply and cannot be excluded, restricted or modified. Otherwise, all terms, conditions, warranties and representations, whether express or implied by statute, custom, course of dealing or performance, are excluded unless expressly set out in this Agreement. Without limiting the foregoing, or the disclaimers in clause 6(b), the Terms of Service or Product Terms, Ai-Media excludes any implied warranty of merchantability, fitness for a particular purpose, or noninfringement.

(d) Notwithstanding clause 12(a), to the extent permitted by law, Ai-Media’s liability for a breach of any guarantee or warranty imposed under this Agreement or under law that cannot be excluded but may be limited, or for any dissatisfaction that the Customer has with a Product or Service or breach by Ai-Media of this Agreement, is limited at Ai-Media’s election to:

(i) the supplying of the Products and/or Services again; or
(ii) the payment of the cost of having the Products and/or Services supplied again.

13. TERMINATION

(a) A party may terminate this Agreement and/or any individual Order immediately without notice upon the happening of any of the following events:

(i) If the other party suffers an Insolvency Event; or
(ii) If the other party commits a material breach of this Agreement, and fails to remedy the breach within fourteen (14) days of receiving a notice from the first party identifying the breach and requiring the breach to be remedied.

(b) The Customer can terminate any Order for Services at any time by ceasing to use the Service and cancelling the Customer’s account with Ai-Media. Without prejudice to any of Ai-Media’s other rights, the Customer must immediately pay to Ai-Media any outstanding amounts owed to Ai-Media under this Agreement.

(d) If a party exercises its right to terminate an Order and no other Order is then in effect under this Agreement, this Agreement will expire on the effective date of termination of the terminated Order.

(e) Upon termination or expiry of this Agreement or an Order (in which case as applicable to that Order):

(i) all tax invoices for Fees issued to the Customer and which have not been paid by the Customer, become immediately due and payable;
(ii) Ai-Media will issue a tax invoice in respect of Fees for Services performed and Products delivered by Ai-Media at any time prior to the date of termination or expiry (for which Ai-Media has not previously issued a tax invoice), and the Customer must make payment within five (5) days of receipt of the tax invoice from Ai-Media; and
(iii) the licences and rights of access to the Services, Platforms, Client-Side Software and On-Premise Software terminate, and the Customer must immediately cease use of them and uninstall and delete all copies of Client-Side Software and On-Premise Software.

(f) Termination of this Agreement does not affect any accrued rights or remedies of either party.

14. FORCE MAJEURE

(a) Ai-Media will not be liable for any Loss to the Customer arising from any failure of or delay in performance of its obligations under this Agreement, where the failure is wholly or substantially due to a Force Majeure Event, provided that Ai-Media:

(i) as soon as reasonably practical, notifies the Customer in writing, providing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and
(ii) uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.

(b) Where the Force Majeure Event prevents Ai-Media from performing a material obligation under this Agreement for a period in excess of thirty (30) days, then either party may by notice terminate this Agreement, which will be effective immediately, unless otherwise stated in the notice.

15. DISPUTE RESOLUTION

(a) Unless a party to this Agreement has complied with all of the provisions of this clause 15, that party may not commence court proceedings in connection with any dispute, controversy or Claim arising out of or relating to this Agreement, including its validity, breach or termination (Dispute), except where that party seeks urgent interlocutory relief in which case that party need not comply with this clause before seeking such relief.

(b) Notwithstanding the existence of a dispute or difference each party shall continue to perform its obligations under the Agreement.

(d) A party claiming that a Dispute has arisen must give written notice to the other party setting out the nature of the Dispute (Dispute Notice).

(e) The parties must meet (which may be satisfied by means of telephone or video conference) within fourteen (14) days of service of the Dispute Notice with a view to negotiating and resolving the Dispute.

(f) [If the Dispute is not settled through direct negotiations within thirty (30) days of the date of the notice in clause 15(d), then the parties agree that they will endeavour to settle the Dispute by mediation administered by the Chicago International Dispute Resolution Association (CIDRA), One South Wacker Drive, Suite 2800, Chicago, Illinois 60606, USA, under its Mediation Rules before resorting to litigation or other dispute resolution procedure.]

16. NOTICES

16.1 Address and method for service

Ai-Media may provide notifications to the Customer via email notice, written or hard copy notice to the email or physical address provided by the Customer when placing the Order, or through positing of such notice on Ai-Media’s website, as determined by Ai-Media in its sole discretion. The Customer may give notifications to Ai-Media under this Agreement in writing and in English, by email to , or in person or via post to the relevant Ai-Media contracting entity’s registered office.

16.2 Service

Service will be sufficient if any such notice is:

(a) delivered personally to the party to be served;
(b) sent by ordinary pre-paid post to either the above address or to a registered office. If a notice is posted, it is deemed to have been duly served on the third day after postage;
(c) sent by email to the email address specified in clause 16.1, and receipt is deemed to be acknowledged by the recipient by a delivery receipt notification generated by the recipient’s email system after sending of the email containing the notice or to which the notice is attached but if this delivery or receipt is later than 5.00 pm (local time) on a business day of the recipient, the notice is deemed to have been given and served on the next business day. Emailing notices will constitute sufficient and effective delivery when delivered to the recipient’s email account whether or not the specific electronic communication is accessed or read; or
(d) in the case of a notice posted by Ai-Media on its website, at the time of posting of that notice on the website.

17. GENERAL

17.1 Relationship

The relationship between Ai-Media and the Customer is that of a principal and an independent contractor. Nothing in this Agreement will constitute or be construed to constitute a party as the partner, agent, employee or representative of any other party or to create any trust relationship between them.

17.2 Entire Agreement

This Agreement contains the whole agreement between the parties in respect of the subject matter of the Agreement.
17.3 Amendment

No variation or waiver of, or any consent to any departure by a party from, a provision of this Agreement is of any force or effect unless it is confirmed in writing signed by the parties and then that variation, waiver or consent is effective only to the extent for which it is made or given.

17.4 Assignment

Subject to clause 2.3(h), no party may assign, transfer or novate, whether in whole or part, the benefit of this Agreement or any rights or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, Ai-Media may assign or novate any or all of its rights and obligations under this Agreement to one or more of its Affiliates at any time without requiring further consent from the Customer.

17.5 Waiver

The failure, delay, relaxation or indulgence on the part of any party in exercising any power or right conferred upon that party by this Agreement does not operate as a waiver of that power or right, nor does any single exercise of any power or right preclude any other or further exercise of it or the exercise of any other power or right under this Agreement.

17.6 Severance

If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

17.7 Counterparts

This Agreement may be executed by any number of counterparts and all of those counterparts taken together constitute one and the same instrument. A party is entitled to treat (and it shall be deemed) a signed copy of this Agreement exchanged by electronic mail in portable document format (PDF) as an original signed Agreement.

17.8 No Third Party Beneficiaries

The parties specifically disavow any desire or intention to created a “third party” beneficiary contract, and specifically declare that no person, except for the parties and their permitted assigns, will have any rights hereunder nor any right of enforcement hereof.

17.9 Interpretation

Headings used throughout this Agreement are for reference only and do not affect the meaning or interpretation of the Agreement. Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included. A reference to “person” includes a natural person, a firm, a body corporate, an unincorporated association, trust, partnership or an authority.

AI-MEDIA PRODUCT TERMS

These Product Terms supplement, and are incorporated into and must be read together with the Global Terms or, where Ai-Media and the Customer have entered into an Ai-Media Master Supply Agreement, that Master Supply Agreement, where the Customer places an Order for Products.

1. HARDWARE

(a) Delivery. Ai-Media will use commercially reasonable efforts to arrange delivery of Hardware to the delivery address specified in the Order by the date specified in the Order. The Customer will pay the costs of shipping, freight, customs duties and other related charges.

(b) Risk. Risk in any Hardware will pass to the Customer when the Hardware is loaded at Ai-Media’s warehouse for delivery to the Customer.

(i) Purchased Hardware. Title in any Hardware purchased outright by the Customer will pass to the Customer on receipt by Ai-Media of payment in full for the Hardware.

(ii) Rental Hardware or Demonstration Hardware. Ai-Media owns and retains title to any Hardware supplied to the Customer on a rental or demonstrator basis. The Customer must not encumber Ai-Media’s title to the Hardware in any way, or allow it to be encumbered.

(iii) PPSR. For any Hardware supplied to a Customer on a rental basis in Australia, the Customer acknowledges that the rental of that Hardware constitutes a PPS Lease for the purposes of the Personal Property Securities Act 2009 (Cth) (“PPSA”), and this Agreement grants Ai-Media a purchase money security interest (“PMSI”) in the Hardware and its proceeds to secure all amounts owed by the Customer to Ai-Media. Ai-Media may register its PMSI over the Hardware on the Personal Property Securities Register, and Customer must do all things necessary, and provide Ai-Media on request all information Ai-Media requires, to complete that registration and for Ai-Media to perfect, preserve, maintain, protect or otherwise give full effect to the PMSI created by this Agreement.

(d) Payment.

(i) Purchased Hardware. Unless otherwise specified in the Order, Ai-Media will invoice the Customer the Fees on acceptance of the Order for Hardware. The Customer must make payment within thirty (30) days of receipt of the tax invoice from Ai-Media.

(ii) Rental Hardware. The rental Fees and instalment frequency will be specified in the Order. Ai-Media will invoice the rental instalments in accordance with the Order. The Customer must make payment within thirty (30) days of receipt of the tax invoice from Ai-Media.

(e) Cancellation of Orders for Hardware. The Customer may cancel an Order for Hardware prior to the date that the Hardware is shipped by Ai-Media. The Customer must pay for any Hardware shipped prior to the date of cancellation.

(f) Rental Terms. The following terms apply to any Hardware supplied to the Customer on a rental basis, in addition to the terms applicable to Products elsewhere in this Agreement:

(i) subject to paying the rental instalments, the Customer may use the Hardware during the rental term specified in the Order (Rental Term);

(ii) the Customer agrees to return the Hardware to Ai-Media at the address nominated by Ai-Media within five (5) business days of the expiry of the Rental Term, provided that Ai-Media will not refund any rental Fees if the Customer elects to return the Hardware before expiry of the Rental Term;

(ii) the Customer will solely be responsible for the administration, management, coordination and payment of shipping and costs associated of Hardware return to Ai-Media and must promptly inform Ai-Media of details of return delivery (to this end, the Customer will be responsible for all costs (including Late Fees) that may arise from the Customer not acting in accordance with this sub-clause);

(iii) if the Customer fails to return the Hardware by the expiry of the Rental Term, the Customer acknowledges and agrees that it will be charged a fee of 2 times the weekly rate of such Hardware as specified in the applicable Order (Late Fee). To avoid doubt, the Customer agrees that such Late Fee is reasonable and commensurate with amounts lost by Ai-Media due to such delays;

(iv) the Customer must operate, maintain and store the Hardware in accordance with the Documentation and otherwise keep the Hardware in good repair and condition (normal and reasonable wear and tear excepted). If the Hardware is not in good repair or condition (in Ai-Media’s reasonable opinion) when it is returned to Ai-Media, Ai-Media may make such repairs as it considers are necessary and the Customer must reimburse Ai-Media’s actual cost of doing so (which Ai-Media may invoice the Customer for);

(v) the Customer will be responsible for the risk of loss (including theft) or damage to the Hardware at all times once it is loaded at Ai-Media’s warehouse for delivery to the Customer until it is delivered and returned back to Ai-Media’s warehouse;

(vi) if the Hardware is damaged, the Customer must promptly notify Ai-Media, must continue to pay the rental instalments, and (if the Hardware is repairable), pay to Ai-Media the cost of having the Hardware repaired or (if the Hardware is not repairable, or the cost of repairing it would exceed the market value of the Hardware), pay to Ai-Media all remaining rental instalments to the end of the Rental Term, plus the applicable Late Fee applicable (inclusive of the duration of Ai-Media’s inspection and potential repair of Hardware), plus the market value that the Hardware would have had at the end of the Rental Term but for the damage (as calculated by Ai-Media) (Recouped Value);

(vii) if the Hardware is lost, the Customer must promptly notify Ai-Media and must pay to Ai-Media the Recouped Value;

(viii) if the Customer fails to return the Hardware to Ai-Media at the address nominated by Ai-Media at the expiry of the Rental Term, then the Customer must pay to Ai-Media the 2 times the market value of that Hardware as calculated at that date, where such payment must be made to Ai-Media within 3 days of the expiry of the Rental Term;

(ix) the Customer must take out and maintain during the Rental Term, appropriate insurance covering the risk of loss or damage to the Hardware; and

(x) if the Customer fails to pay a rental instalment when due, breaches a term of this Agreement in relation to the Hardware, or an Insolvency Event occurs in relation to the Customer (Default), without limiting any other remedy available at law or in equity, Ai-Media may, at its election: (A) retake possession of the Hardware wherever it may be located, in which case the Customer must provide all necessary access to its facilities to permit Ai-Media to retake possession; (B) declare the rental instalments for the remainder of the Rental Term immediately due and payable by notice to the Customer; (C) terminate the Order for the Hardware; and/or (D) commence proceedings to recover the rental Fees and any other liabilities arising before or after the Default.

(g) Demonstration Hardware. The following terms apply to any Hardware supplied to the Customer on a demonstrator basis (free of charge for a specified term only), in addition to the terms applicable to Products elsewhere in this Agreement:

(i) Ai-Media shall pay for shipping the Demonstration Hardware to and from the Customer’s primary premises (excluding costs associated with delays or other actions that may increase the costs of shipping that are caused or contributed to by the Customer);

(ii) If the Customer wishes to purchase the Demonstration Hardware at the conclusion of the demonstrator Term; the applicable Warranty shall be deemed to have commenced on the date at which the Demonstration Hardware was first shipped the Customer;

(iii) In the event that the Demonstration Hardware is not shipped to Ai-Media or not organised for shipping via the requisite courier company (at Ai-Media’s direction) within 5 business days of the Customer’s receipt instructions of the same (Demo Return Period), then the Customer shall be subject to the Rental Terms noted herein, commencing on the day following the expiration of the Demo Return Period.

(h) Defective Hardware. The Customer must, as soon as possible after delivery, check whether the Hardware was damaged or defective when delivered. The Hardware will be considered to have been delivered in good condition unless the Customer notifies Ai-Media of the damage or defect within 2 Business Days of delivery. If the Customer notifies Ai-Media of damage or defects within the 2 Business Day period, it must preserve the Hardware in the state in which it was delivered and provide evidence to Ai-Media’s reasonable satisfaction as to that state. Where requested, the Customer must allow Ai-Media access to inspect the Hardware. Ai-Media will, at its option, provide a replacement or give a credit for Hardware only where (i) the Customer has complied with this clause; (ii) Ai-Media is satisfied that the damage or defect was not caused in shipping or by the Customer, and (iii) the Hardware is returned to Ai-Media in the same condition as when first delivered to the Customer. If on inspection, Ai-Media determines that there is no material defect in the Hardware contemplated in this sub-clause and that no repairs are necessary in order to re-establish that Hardware’s operational state, then Ai-Media shall charge to the Customer all labor, inspection, administration and shipping costs associated with its investigation, where such payment shall be made upon receipt by Customer of the relevant invoice in respect of the same.

(i) Licence to Embedded Software. Ai-Media grants the Customer a limited, worldwide, non-exclusive, non-transferable licence for the Customer and its Affiliates to use any Embedded Software for the Customer and its Affiliates’ internal business purposes, solely in connection with use of Hardware. Embedded Software means any software or firmware that is embedded in any Hardware, including any updates to such software or firmware as may be provided to the Customer by Ai-Media during the Term;

(j) Updates to Embedded Software. From time to time, Ai-Media may make generally available in a relevant territory updates or new releases of the Embedded Software. Ai-Media may make such updates or new releases available to Customer within a reasonable time of them becoming generally available, and subject to the payment of any applicable additional Fees.

2. ON-PREMISE SOFTWARE

(a) Subscription Licence to On-Premise Software. Ai-Media grants the Customer a limited, worldwide, non-exclusive, non-transferable, revocable, licence for the Customer and its Affiliates to install and use the On-Premise Software for Customer and its Affiliates’ internal business purposes during the period for which Customer has paid the associated subscription licence Fee (Licence Period).

(b) Payment. Unless otherwise specified in the Order, Ai-Media will invoice the Customer pursuant to the relevant Order for the subscription Fee for On-Premise Software. The Customer must make payment within thirty (30) days of receipt of a tax invoice from Ai-Media.

(c) Delivery. Ai-Media will make On-Premise Software available for download in electronic format. On-Premise Software will be provided in object code format only. No source code will be provided.

(d) Additional terms. The Customer’s licence to On-Premise Software is subject to any further restrictions or rights of use conditions for the specific On-Premise Software that are set out in an attachment to these Product Terms or elsewhere in the Documentation.

(e) Licence controls. On-Premise Software may utilise a license key to verify the Customer’s compliance with the Agreement, as well as technology to track and report usage and similar functionality. The Customer must not remove, obscure, disable, or otherwise interfere with the foregoing.

(f) Audit Rights. The Customer must keep a record of the use of any On-Premise Software and must, on request by Ai-Media, verify to Ai-Media in writing that the On-Premise Software has been used by the Customer in accordance with this Agreement. If Ai-Media considers it necessary and on giving the Customer reasonable notice, the Customer must allow Ai-Media or its representatives full access to the On-Premise Software between 9am and 5pm on business days so that Ai-Media can verify compliance by the Customer with its obligations. The Customer must at its cost, assist Ai-Media in connection with any audit.

(g) Updates and Release. From time to time during the Licence Period, Ai-Media may make generally available in a relevant territory updates or new releases of the On-Premise Software and. Ai-Media may make such updates or new releases available to Customer within a reasonable time of them becoming generally available, and subject to the payment of any applicable additional Fees. Use of new releases of the On-Premise Software may require the Customer, at its own cost and expense, to update or deploy new versions of third party software or hardware.

3. ICAP NETWORK

(a) iCap Network. Where the Customer purchases Hardware or subscribes to On-Premise Software that allows the Customer to access the iCap Network, Ai-Media grants to the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right for it and its Personnel to access and use the iCap Network, solely for the Customer to access Captioning Services and Third Party Captioning Services from the applicable Product. For the iCap Encode Pro (HD492) encoder, this licence is included with the Fees for that Hardware, and support is sold separately. For all other Hardware and all On-Premise Software, this licence is subject to paying the associated licence Fee, and is limited to the period for which the licence Fee has been paid. In all cases, this licence is limited to the period in which Ai-Media elects to host the iCap Network.

(b) Access. In order to obtain access to the iCap Network, the Customer must have an account on the applicable Platform (Customer Account), which it may request from A-Media Tech Support. Only individuals with a unique user account registered by the Customer under its Customer Account will be entitled to access the iCap Network, and only with their account credentials (username and password) issued to them.

(c) Terms of use. The Customer’s access and use of the iCap Network is subject to the terms and conditions (including prohibitions) for Platforms in the Global Terms or, where applicable, the Master Supply Agreement.

(d) Prohibited User Content. The Customer must not upload, share or submit any User Content to or via the iCap Network that:

(i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to the Customer, to any other person, or to any animal;

(ii) may create a risk of any other loss or damage to any person or property;

(iii) seeks to harm or exploit children including by exposing them to inappropriate content, asking for personally identifiable details or otherwise;

(iv) may constitute or contribute to a crime or tort;

(v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, hostile, obscene violent, or that which provokes violence or hostility, profane, or otherwise objectionable;

(vi) contains any information which discriminates against others based on race, religion, sex, sexual orientation, age, disability, ancestry or national origin;

(vii) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);

(viii) contains any information or content that the Customer does not have a right to make available under any law or under contractual or fiduciary relationships;

(ix) contains any information or content that the Customer knows is not correct and current; or

(x) violates third-party rights of any kind, including without limitation any Intellectual Property Rights or rights of privacy or publicity.

(e) Security. Ai-Media implements and maintains physical, technical and administrative security measures designed to protect delivery of data over the iCap Network from unauthorized access, use, modification, or disclosure.

(f) Changes or discontinuation. Ai-Media may make improvements or other changes to the iCap Network from time to time in its sole discretion, with or without notice to the Customer. Ai-Media may also discontinue the iCap Network or any portion or feature of it for any reason at any time. If the improved or modified iCap Network is not acceptable to the Customer, the Customer’s only recourse is to stop using the iCap Network. Notwithstanding the foregoing, Ai-Media will use reasonable efforts to provide substantial and reasonable notice in respect of any improvement or change to the iCap Network that renders the Customer’s current hardware inoperable with the proposed improvement or change.

(g) Collection of data. Ai-Media collects certain data and information about Customers and Authorized Users in connection with use of the iCap Network. Ai-Media collects and uses any Personal Information contained within such data and information in accordance with the Privacy Policy, which the Customer acknowledges.

4. WARRANTY AND DISCLAIMER

(a) Warranty. Ai-Media warrants that the Products will perform materially as described in Ai-Media’s published Documentation for a period of 90 days from the date of delivery.

(b) Remedy. If Ai-Media breaches the warranty above, Ai-Media will use commercially reasonable efforts to correct the issue as soon as Ai-Media is made aware of it. If either party determines that the proposed remedy is impracticable, either party may terminate the affected Order and Ai-Media will refund to Customer any pre-paid, unused fees for the terminated portion of the affected Order. This refund will be Customer’s exclusive remedy and Ai-Media’s entire liability for breach of the warranty.

(i) the Products will be compatible with all hardware and software which the Customer or Authorized User may use, and Ai-Media is not required to ensure or maintain any compatibility with any particular hardware or software;

(ii) the Products will be error-free or that such errors or defects may be corrected;

(iii) the results obtained from the Products will be in accordance with the Customer’s expectations;

(iv) the Products will be fit for any purpose not expressly and specifically contemplated by the Documentation;

(v) the iCap Network will be compatible with all hardware and software which the Customer may use, and Ai-Media is not required to ensure or maintain any compatibility with any particular hardware or software;

(vi) the iCap Network, or the server that makes the iCap Network available on the World Wide Web are free of software viruses, free from errors, or that the iCap Network will operate uninterrupted;

(vii) Ai-Media’s security procedures will be error-free, that transmissions over the iCap Network will always be secure, or that unauthorised third parties will never be able to defeat security measures Ai-Media implements or those of Ai-Media’s third party service providers; or

(viii) access to the iCap Network will be uninterrupted, timely or error-free.

AI-MEDIA TERMS OF SERVICE

1. GENERAL
These Terms of Service supplement, and are incorporated into and must be read together with the Global Terms (or, where Ai-Media and the Customer have entered into an Ai-Media Master Supply Agreement (MSA), that MSA) where the Customer places an Order for Services.

2. ACCESS AND USE OF OUR SERVICE

2.1 Our Services

a) Ai-Media offers a range of premium video accessibility services, integrations and automated workflows, and tools and features that help make video accessibility easy. Ai-Media provides Services for both live and pre-recorded media, including transcription, captioning (with both automatic captioning and premium human captioning offerings), audio description and note-taking services, as well as other related services as described on Ai-Media and its Affiliates’ websites from time to time.

b) Services are delivered via Ai-Media and its Affiliates’ various Platforms, as may be updated from time to time, including:

i. The “Ai-Live” platform (that the Customer can access through ai-live.com) is a captioning delivery solution that allows users to view captions in real-time on any web-enabled device;

ii. Through the “Ai-Media platform” (that a Customer can access via its account on ai-media.tv, eegent.com or www.eegcloud.tv, as applicable) Ai-Media provides live captioning for live events and broadcasts on most major platforms (e.g. Facebook, YouTube, Zoom, Vimeo and Twitch), as well as for the broadcast industry (with the power of EEG technologies). This Platform also provides access to Ai-Media’s other accessibility and related services, including closed captioning, transcription, note-taking and audio-description services.

2.2 Eligibility

a) Customers must be 13 years old or older to use or access the Service. Any use or access to the Service by anyone under 13 years old is strictly prohibited and in violation of this Agreement.

b) If a Customer is between the age of 13 and 18 years old and wishes to use the Service, the Customer must submit to Ai-Media in writing consent to do so by a parent or guardian and Ai-Media must approve that Customer’s use of the Service in writing.

c) Persons (where person is defined a natural person, legal entity, or governmental body or authority, hereinafter referred to as “person”) between the age of 13 and 18 years old must use the Service under the direct supervision of a parent or guardian who is over the age of 18 years and who agrees to be bound by this Agreement.

d) The Service may not be available to any person previously removed from the Service by Ai-Media.

e) By using the Service, the Customer represents and warrants that it has the full right, power and authority to enter into this Agreement and to fully perform all of its obligations hereunder. The Customer further represents and warrants that it is under no legal disability or contractual restriction that prevents it from entering into this Agreement.

2.3 Customer Accounts

a) In order to use or access the Service, each Customer will need to establish an Ai-Media account on the applicable Platform (via the sign-up or registration functionality provided on the relevant Platform (e.g. ai-live.com, eegcloud.tv or eegent.com/falcon), or by providing the relevant information requested by Ai-Media, depending on which of the Services the Customer requires). An Ai-Media account gives the Customer access to the features and functionality of the relevant Service that Ai-Media may establish and maintain from time to time and in Ai-Media’s sole discretion. Until the Customer opens an account, its access to the websites will be limited to the areas that Ai-Media makes available to the general public.
b) Ai-Media may maintain different types of accounts for different types of customers and Authorized Users.
c) If a person opens an account on the Platforms on behalf of a company, organization, or other entity (including where the domain of the primary email address associated with the account is owned by an organization and was assigned to the person as an employee, contractor, or agent of that organisation), then (a) “the Customer” includes the person and that entity, and (b) the Customer represents and warrants that it is an authorized representative of the entity with the authority to bind the entity to this Agreement, and that the Customer agrees to this Agreement on the entity’s behalf.
d) If a third party such as an employer provided a person’s account or directed or authorized the creation of a person’s account, that third party has rights to the person’s account and may: manage the account, reset the password, or suspend or cancel the account; view the account’s usage and profile data, including how and when the account is used; and view information in the account.
e) To the extent that the Customer connects to the Platforms via a third-party service (for example through Facebook), the Customer gives Ai-Media and its Affiliates permission to access and use the Customer’s information from that service as permitted by that service, and to store the Customer’s log-in credentials and information for that service. The Customer must only use third party service accounts owned by them, and not by any other person or entity.
f) The Customer may never use another customer or Authorized User’s account without permission.
g) When creating an account, the Customer must provide accurate, current and complete information, and maintain and promptly update that information to keep it true, accurate, current and complete at all times.
h) The Customer is solely responsible for the activity that occurs on the Customer’s account, and must keep its account password secure. Ai-Media encourages customers to use “strong” passwords (for example, passwords that use a combination of upper and lower case letters, numbers and symbols) with their accounts.
i) The Customer may not allow any other person to access or use the Service with the Customer’s unique username, password, or other security code. The Customer must notify Ai-Media immediately of any breach of security or unauthorized use of its account. Ai-Media will not be liable for any losses caused by any unauthorized use of the Customer’s account.
j) Ai-Media reserves the right to terminate accounts that are inactive for an extended period of time, as Ai-Media reasonably determines, with or without notice.
k) Ai-Media may permanently or temporarily terminate or suspend the Customer’s access to the Service without notice and liability for any reason, including without limitation if in Ai-Media’s sole determination the Customer violates any provision of this Agreement, or for no reason.
l) If the Customer’s account is terminated for any reason, the Customer must obtain written authorization from Ai-Media prior to establishing another account. If the Customer attempts to establish another account without obtaining such authorization, Ai-Media may permanently ban the Customer from the Service.
m) A person may not have more than one active user account at any time without the written consent of Ai-Media in each instance.
n) The Customer is solely responsible for its interactions with other Ai-Media customers and third parties on the Platforms. Ai-Media reserves the right, but has no obligation, to monitor disputes between the Customer and other customers or third-parties. Ai-Media will not have any liability for the Customer’s interactions with other customers or third parties, or for any Customer action or inaction.

2.4 Prohibitions

The Customer must not engage in any of the following prohibited activities:

a) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”;
b) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service;
c) transmitting spam, chain letters, or other unsolicited email;
d) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service;
e) taking any action that imposes, or may impose at Ai-Media’s sole discretion an unreasonable or disproportionately large load on Ai-Media’s infrastructure;
f) uploading invalid data, viruses, worms, trojans or other malicious software through the Service;
g) collecting or harvesting any personally identifiable information, including without limitation account names, email addresses, from the Service;
h) accessing without authority, interfering with, damaging or disrupting:
i. any part of the Platforms;
ii. any equipment or network on which the Platforms are hosted;
iii. any software used in the provision of the Platforms; or
iv. any equipment or network or software owned or used by any third party in connection with the Service.
i) using the Service for any commercial solicitation purposes;
j) impersonating another person or otherwise misrepresenting the Customer’s affiliation with a person or entity, conducting fraud, hiding or attempting to hide the Customer’s identity;
k) interfering with the proper working of the Service;
l) accessing any content on the Service through any technology or means other than those provided or authorized by the Service;
m) bypassing the measures Ai-Media may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein;
n) using the Service to support, incite or promote discrimination, hostility or violence;
o) using any Ai-Media or Ai-Media Affiliate trademark or any variant thereof including misspellings as a domain name or as part of a domain name, as a metatag, keyword, or any other type of programming code or data;
p) adopting or using, without Ai-Media’s prior written consent, any word or mark which is similar to or likely to be confused with Ai-Media or Ai-Media Affiliate trademarks;
q) copying, imitating or using, in whole or in part, the look and feel of the Service (including but not limited to all page headers, custom graphics, button icons, and scripts) without the prior written consent of Ai-Media;
r) framing or hotlinking to the Service or any content other than the Customer’s own without the prior written consent of Ai-Media;
s) making derivate works based on the Platforms or Services;
t) removing or altering any copyright, trade mark, logo or other proprietary notice or label appearing on the Platforms, or materials provided on the Platforms;
u) using the Service for any unlawful, fraudulent or criminal purpose;
v) using the Service to cause nuisance, annoyance or inconvenience, in any manner whatsoever,
w) using the Service which in any respect:
i. may be obscene, indecent, vulgar, profane, racist, sexist, discriminatory, offensive, derogatory, harmful, harassing, threatening, embarrassing, malicious, abusive, hateful, menacing, defamatory, untrue or political;
ii. may infringe or breach the copyright or any Intellectual Property Rights (as defined below) or privacy or other rights of Ai-Media, its Affiliates, or any third party; or
iii. is contrary to any specific rule or requirement that Ai-Media stipulates on the Platform in relation to a particular part of the Platform or the Platform generally; or
x) copy, modify, adapt, duplicate, encrypt, tamper, reverse engineer or extract any source code of, any part of the Service, without Ai-Media’s prior written consent.

2.5 General obligations of Use

a) The Customer must not display, distribute, license, lease, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload, for any commercial purpose, any portion of the Service or Our Content.
b) The Customer’s use of the Service is on a non-exclusive basis in respect of the operation and functionality of the system, and only for so long as Ai-Media is willing to provide the Service.
c) To use the Service the Customer will require Internet connectivity. Ai-Media will not have any responsibility or liability for any data or other costs the Customer may incur (for example mobile data costs and internet connection fees).
d) The Customer agrees to comply with all applicable local rules and laws regarding its use of the Service, including without limitation as they concern online conduct and acceptable content.
e) The Customer must not assign or transfer its account, or its rights and obligations under this Agreement, to any other person.
f) The Customer must use reasonable efforts to communicate the terms of this Agreement to anyone who may or will come into contact with or use the Service through the Customer’s account, including, without limitation, any employees, contractors, agents or customers. The Customer will ensure such parties’ compliance with this Agreement and will be responsible and liable to Ai-Media for any act or omission by any such party to the same extent that the Customer would have been liable to Ai-Media had the Customer committed such act or omission.
g) The Customer is solely responsible for the User Content, including its selection, classification, accuracy, completeness and quality, as well as any exposure of Authorized Users or other persons to harmful, offensive or distressing materials through the User Content.

2.6 Availability

a) Ai-Media reserves the right to modify, suspend or discontinue, temporarily or permanently, the Service (or any part thereof, including but not limited to features or functionality) with or without notice.
b) Access to the Service may be suspended or withdrawn to or from the Customer personally or all users temporarily or permanently at any time and without notice. Ai-Media may also impose restrictions on the length and manner of usage of any part of the Service for any reason. If Ai-Media imposes restrictions on the Customer personally, the Customer must not attempt to use the Service under any other name or user.
c) The Customer agrees that Ai-Media will not be liable to the Customer or to any third party for any modification, suspension or discontinuance of the Service.

2.7 Storage

Ai-Media may, with or without prior notice, set or change the maximum period of time that documents, data or content will be retained by the Service and the maximum storage space that will be allotted on Ai-Media’s servers or systems on the Customer’s behalf. The Customer understands and agree that Ai-Media has no responsibility or liability for the deletion or failure to store any documents, data or other content maintained or uploaded by the Service.

3. ORDERING AND PAYING

3.1 Ordering and Delivery

a) The Customer may place an order for particular Services through the Platforms, by logging into the Customer’s registered account.
b) When placing an order for Services through our Platform, the Customer acknowledges and agree that:
i. Ai-Media allows the Customer to select a delivery time for certain Services, and if Ai-Media fails to deliver any part of the order within that selected time, then Ai-Media may elect to provide the Customer a credit and if Ai-Media does, this is the Customer’s only remedy for Ai-Media’s failure to deliver within the time-frame; and
ii. otherwise, Ai-Media will fulfill the Customer’s order for Services as soon as is reasonably practicable, but time is not of the essence.
c) The parties acknowledge and agree to the ordering and cancellation rules set out in in the Customer Session Rules and Guidelines at Attachment 1.

3.2 Fees

a) The Services are offered at the prices and fees set forth on the Platforms (and customer portals accessible through the Platforms) or as otherwise notified by us to the Customer, and as those prices and fees are amended by Ai-Media from time to time. By requesting Services the Customer agrees to pay the applicable prices and fees for those Services.
b) The prices and fees are exclusive of any applicable taxes.
c) The Customer will pay any applicable taxes, if any, relating to any such purchases, licenses, royalties, transactions, or other monetary transaction interactions in connection with the Services.
d) Ai-Media reserves the right to change its prices and fees at any time. Ai-Media may provide notice of the change on our Platforms (by simply updating the price) or in email to the Customer. The Customer’s continued use of the Service after any price or fee change constitutes the Customer’s acceptance of the change and agreement to pay the changed amount. If the Customer does not agree with the price or fee change, the Customer can elect to terminate its account and cease using the Service.

3.3 Payment Terms and Payment Method

a) The Customer may pay the Fees for its Order by a valid credit card, or by any other method that Ai-Media determines from time to time.
b) Ai-Media accepts payment by Visa, Mastercard and American Express, but Ai-Media may change the cards that it accepts from time to time.
c) Ai-Media uses Braintree, a division of PayPal, Inc. (“Braintree”) for payment processing. Ai-Media does not store the Customer’s credit card details. To the extent that the Customer selects the option of “saving/remembering credit card details” on the Platform, Braintree stores the credit card details, and the Platform will retrieve those details via a token.
d) To the extent that Ai-Media permits the Customer to pay through PayPal or another third party payment processing service, the Customer acknowledges and agrees that the Customer is subject to the terms and conditions of use of PayPal or the applicable payment processor. Please review these terms and conditions before using the payment method to pay for Ai-Media’s Service.
e) All information that the Customer provides in connection with a purchase or transaction with the Service must be accurate, complete and current. Ai-Media will not be responsible for any loss suffered by the Customer as a result of incorrect or incomplete information provided by the Customer.
f) The Customer agrees to pay all charges incurred by users of its credit card, debit card, or other payment method Ai-Media makes available in connection with a purchase or transaction or other monetary transaction interaction with the Service.
g) Unless otherwise agreed by Ai-Media, Ai-Media requires up-front payment for all Services that the Customer Orders at the time of ordering. Ai-Media may choose to agree to provide credit terms to the Customer, in which case Ai-Media will send the Customer an invoice and full payment of the invoice must be received by Ai-Media within thirty (30) days after the date of the invoice.
h) If payment for an invoice is not received by the due date, then without prejudice to any other rights, Ai-Media may suspend the Services to the Customer, and charge the Customer interest at the rate of 10% per annum on all overdue amounts owed by the Customer, calculated daily, until the relevant amount (and accrued interest) is paid. Ai-Media may also charge the Customer for all expenses Ai-Media incurs in collection of any outstanding amount.
i) If the Customer disputes any charges in an invoice, the Customer must notify Ai-Media within 14 days after the invoice date.
j) All fees and charges to be paid by the Customer in respect of the Services must be paid in the currency invoiced by Ai-Media or as otherwise stipulated by Ai-Media.

3.4 Rejection and Cancellation by Ai Media

a) In addition to any of Ai-Media rights in Attachment 1, notwithstanding that an Order for Services has been placed by the Customer with Ai-Media, Ai-Media may in its absolute discretion reject an Order (or any part thereof) where:

i. the Customer has breached any provision of this Agreement (including the prohibitions on User Content in clause 4.2(d)); or
ii. (without limiting subclause (i)) Ai-Media has not received payment for Services previously provided to the Customer; or
iii. (without limiting subclause (i)) the Customer has uploaded video or audio files that Ai-Media determines has poor audio quality (in contravention of the Customer’s obligations set out in Attachment 1); or
iv. in the event of a Force Majeure Event.
To the extent that Ai-Media rejects an Order (or part thereof) under clauses 3.4.a)ii), 3.4.a)iii), or 3.4.a)iv), and the Customer has paid for the Order in advance, Ai-Media will reimburse the Customer the Fees paid and received by Ai-Media, for that part of the Order that Ai-Media has not completed. Otherwise, Fees paid in advance will not be reimbursed.

3.5 Promotional Offers and Credits

a) Ai-Media may offer promotions from time to time, on such terms Ai-Media determines.
b) From time to time, Ai-Media may offer promotional credits to the Customer, in connection with a promotion. Recipients of promotional credits will see their balance as non-refundable credit in their Account Settings. Credits expire one year after the date they were applied to the Customer’s account, or the date specified in the promotional offer, whichever is the earlier, unless that date is extended in accordance with these terms. Ai-Media does not impose any fee on the Customer’s use or maintenance of the promotional balance. The Customer’s promotional balance is an offer of a discount off purchases, and does not have monetary value until it is used under the terms of the offer. It cannot be transferred to other users or withdrawn for cash, is not reloadable, and has no cash value. Upon making a purchase on the Platform, any unused promotional balance will be applied to the Customer’s purchase. The Customer may continue to use its promotional balance for purchases until such balance is $0, or any remaining promotional balance expires, in accordance with these terms.

4. INTELLECTUAL PROPERTY RIGHTS AND USER CONTENT

4.1 Our Content and Licence

a) All Intellectual Property Rights:

i. in the “Ai-Media”, “Ai-Live”, “EEG” and “Lexi” names and logos;
ii. the Platforms;
iii. software in the Platforms;
iv. all data and materials on and used to provide the Platform and Service (excluding the User Content), together with the selection, organization, coordination, compilation, and overall look and feel of the Platform and Service; and
v. any client-side software (if any) made available by Ai-Media that is necessary to use and receive the Services;
(collectively “Our Content”) is owned by Ai-Media or our Affiliates, or licensed by Ai-Media.

b) Other than the licences granted in clause 4.1(c) and 4.1(d), the Customer is not granted any rights, title or interest in Our Content, or any Intellectual Property Rights in respect of the Service.
c) For the duration of the Term, the Customer is hereby granted a limited, royalty-free, non-exclusive, non-transferable, revocable licence to access and use the Platforms, and any software in the Platforms, for the Customer’s personal and internal business purposes, for the sole purpose of ordering and obtaining Services from Ai-Media. Ai-Media may terminate or suspend this licence at any time, for any reason, with or without notice.
d) The Customer is hereby also granted a limited, worldwide, non-exclusive, non-transferable, revocable licence to download, install and use any client-side software (if any) made available by Ai-Media that is necessary to use and receive the Services, for the sole purpose of the Customer using and receiving the Services during the applicable Order Term.

4.2 Delivered Material and User Content

a) Provided Ai-Media has received full payment of the relevant Order for Services, the Intellectual Property Rights in the Delivered Materials are owned by and assigned to the Customer according to, but subject to the licence granted to Ai-Media under, the Global Terms (or, where applicable, the MSA).
b) The Customer acknowledges that the Delivered Materials have been prepared based on User Content and the Customer’s instructions. Notwithstanding any other provision in this Agreement, Ai-Media will not be liable to the Customer or any other person for any loss, damage, cost, expense or claim, to the extent that the Delivered Materials:
i. contain errors or omissions as a result of the User Content or the Customer’s instructions; or
ii. infringe the rights, including Intellectual Property Rights, of a third party.
c) By uploading or providing any User Content, the Customer hereby grants Ai-Media and its Affiliates the licence in the Global Terms (or, where applicable, the MSA).
d) Ai-Media may provide functionality and compatibility with third party services that allow the Customer to control who may access the Customer’s User Content. If the Customer enables the features that allows it to share the User Content with others, anyone the Customer shares User Content with (including the general public, in certain circumstances) may have access to the Customer’s User Content.
e) The Customer must not upload, use, share or submit any User Content that:
i. may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to the Customer, to any other person, or to any animal;
ii. may create a risk of any other loss or damage to any person or property;
iii. seeks to harm or exploit children including by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
iv. may constitute or contribute to a crime or tort;
v. contains any information or content that Ai-Media deems to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, hostile, obscene violent, or that which provokes violence or hostility, profane, or otherwise objectionable;
vi. contains any information which discriminates against others based on race, religion, sex, sexual orientation, age, disability, ancestry or national origin;
vii. contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);
viii. contains any information or content that the Customer does not have a right to make available under any law or under contractual or fiduciary relationships;
ix. contains any information or content that the Customer knows is not correct and current; or
x. violates third-party rights of any kind, including without limitation any Intellectual Property Rights or rights of privacy or publicity.
f) The Customer is solely responsible for the nature, quality and accuracy of the User Content.
g) The Customer warrants that:
i. it owns (or has sufficient rights to) the User Content;
ii. it has the full right, power and authority to grant Ai-Media the licence to User Content in accordance with this Agreement;
iii. it has obtained all necessary consents to the collection and use of any personal information or data in the User Content in order for Ai-Media to store and use the User Content to provide the Products and Services in accordance with this Agreement;
iv. the User Content, and use of it by Ai-Media, its Affiliates and contractors in accordance with this Agreement (including to produce the Delivered Materials), does not infringe the rights, including Intellectual Property Rights, publicity, personality or privacy or data protection rights, of any third party; and
v. the User Content, and use of it by Ai-Media, its Affiliates and contractors in accordance with this Agreement (including to produce the Delivered Materials), does not violate any applicable laws, statutes or regulations.
h) Ai-Media reserves the right to reject and/or remove any User Content that Ai-Media believes, in its sole discretion, violates this clause 4.2.
i) The Customer hereby agrees that Ai-Media may advertise the Customer as a customer of Ai-Media’s services and accordingly grants Ai-Media a non-exclusive licence to use the Customer’s name and trade mark for inclusion in Ai-Media’s marketing, advertising, and/or publicity materials.

5. PRIVACY

5.1 General

a) The Customer acknowledges that by creating an account for and using the Service the Customer will provide to Ai-Media certain personally identifiable information, and Customer consent to the collection, use and disclosure of the Customer’s personally identifiable information and aggregate data as set out in Ai-Media’s Privacy Policy.
b) The Customer consents to Ai-Media using the personal information provided by the Customer to contact the Customer regarding anything connected with the Service, and to contact the Customer for promotional and marketing purposes including but not limited to other goods and services offered by Ai-Media or its Affiliates and partners, and marketing and promotional campaigns. If the Customer does not want to receive such communications, the Customer may opt out. Opting out may prevent the Customer from receiving communications regarding the Service (including improvements or updates), or marketing and promotional offers.
c) To the extent that any of the User Content the Customer provides Ai-Media contains any personal information of any person, the Customer agrees and warrants that:
i. the Customer will comply with any applicable laws and regulations, in respect of the collection and disclosure to Ai-Media of such personal information, including obtaining all necessary consents; and
ii. for persons under the age of 18 years, the Customer has obtained the consent of the parent(s)/legal guardian(s) of the relevant person, for the collection and disclosure of such personal information to Ai-Media, and Ai-Media’s use of the personal information; and
iii. without prejudice to (ii), the Customer has a lawful basis for the collection and disclosure of such personal information to Ai-Media, and Ai-Media’s use of the personal information.

5.2 Disclosure Rights

Notwithstanding anything in Ai-Media’s Privacy Policy, the Customer acknowledges and agrees that Ai-Media may preserve content that contains personal information and may also disclose such content, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:

1. comply with legal process, applicable laws or government requests;
2. enforce this Agreement;
3. respond to claims that any content violates the rights of third parties; or
4. protect the rights, property, or personal safety of Ai-Media, its users and the public.
The Customer understand that the technical processing and transmission of the Service, including content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

5.3 Security

Ai-Media does not guarantee that unauthorized third parties will never be able to defeat Ai-Media’s security measures or use the Customer’s personal information for improper purposes. The Customer acknowledges that it provides its personal information at its own risk.
To report any cyber security incident or if the Customer has any concerns regarding cyber security and Ai-Media, please write to Ai-Media by email at .

6. DMCA AND COPYRIGHT COMPLAINTS

6.1 Copyright Complaint

a) Ai-Media respects the Intellectual Property of others, and Ai-Media take matters of copyright infringement very seriously. It’s Ai-Media’s policy to promptly respond to clear notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”).
b) If the Customer is a copyright owner or an agent thereof, and the Customer believes that any content hosted on our Platform infringes its copyright, then the Customer may submit a notification pursuant to the DMCA. The fastest way to get a response is to email notification of claimed copyright infringement to Ai-Media’s Copyright Agent at (Subject line: “DMCA Takedown Request”). The Customer can also send its notice by physical mail to:
Attention: General Counsel
Ai-Media Technologies LLC
241 West Federal Street Youngstown, OH 44503, USA
c) To be effective, the notification must be in writing and contain the following information:

i. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
ii. Identification of the copyrighted work claimed to have been infringed.
iii. Clear identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material. Providing URLs to the alleged infringing content in the body of an email is the best way to help us locate content quickly.
iv. Information reasonably sufficient to permit Ai-Media to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
v. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
vi. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

6.2 Counter-Notification

If the Customer believes that its content was mistakenly removed or disabled by a DMCA takedown request, the Customer has the right to contest the takedown by submitting a counter notice containing the following information to the Copyright Agent:

1. A physical or electronic signature of the user.
2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled. The disabled content should have been identified by URL in the takedown notice. The Customer simply needs to copy the URL(s) that the Customer wants to challenge.
3. Include a statement under penalty of perjury that the Customer has a good faith belief that the material was removed or disabled as a result of mistake or mis-identification of the material to be removed or disabled.
4. Customer name, address, and telephone number, and a statement that the Customer consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if Customer address is outside of the United States, for any judicial district in which Ai-Media may be found, and that the Customer will accept service of process from the person who provided notification under subsection 6.1(c) or an agent of such person.

6.3 Repeat Infringer Policy

Ai-Media has adopted a policy of terminating, in appropriate circumstances and at Ai-Media’s sole discretion, users who are deemed to be repeat infringers. Ai-Media may also at its sole discretion limit access to the Service and/or terminate the memberships of any users who infringe any Intellectual Property Rights of others, whether or not there is any repeat infringement.

7. THIRD PARTY WEBSITES

Ai-Media’s websites and Platforms may contain links to sites and resources on the Internet that are not owned or operated by Ai-Media and its Affiliates. Ai-Media does not endorse or approve the information, graphics or material on these third party websites. The Customer further acknowledges and agrees that Ai-Media will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings the Customer has with third parties found while using the Service are between the Customer and the third party, and the Customer agrees that Ai-Media is not liable for any loss or claim that the Customer may have against any such third party.

8. WARRANTY

Ai-Media warrants that the Services will perform materially as described in Ai-Media’s published Documentation. If Ai-Media breaches this, Ai-Media will use commercially reasonable efforts to correct the issue as soon as Ai-Media is made aware of it. If either party determines that the proposed remedy is impracticable, either party may terminate the affected Order and Ai-Media will refund to Customer any pre-paid, unused fees for the terminated portion of the affected Order. This refund will be Customer’s exclusive remedy and Ai-Media’s entire liability for breach of the warranty.

9. DISCLAIMERS

a) The Customer understands and agrees that the Service is provided “as is” and “as available”, and to the extent permitted by law, without express or implied warranty or condition of any kind.
b) The Customer uses the Ai-Media Service at its own risk.
c) To the fullest extent permitted by applicable law, Ai-Media makes no representations and disclaims any warranties or conditions (whether implied, statutory or otherwise) of satisfactory quality, merchantability, fitness for a particular purpose, or non-infringement.
d) Ai-Media makes no warranty, guarantee or representation that (i) the Service will be compatible with all hardware and software which the Customer may use, and Ai-Media is not required to ensure or maintain any compatibility with any particular hardware or software, (ii) the Service will meet the Customer’s requirements, (iii) the Service will be uninterrupted, timely, secure, virus free or error-free, (iv) the results that may be obtained from the use of the Service will be accurate or reliable, or be in accordance with the Customer’s expectations, (v) the User Content will not be lost, deleted, made inaccessible or damaged, or (vi) the quality of any documents, products, services, information, or other material purchased or obtained by the Customer through the Service will meet the Customer’s expectations.
e) Ai-Media makes no warranty, guarantee or representation about the accuracy, reliability or timeliness or otherwise, of the information contained on Ai-Media’s websites or otherwise provided to the Customer by Ai-Media.
f) Nothing in this Agreement is intended to exclude, restrict or modify any statutory guarantees or statutory warranties which apply and cannot be excluded, restricted or modified.

10. TERMINATION

a) The Customer is entitled to terminate this Agreement in accordance with its rights in the Global Terms or, where applicable, the MSA.
b) Without limiting any of Ai-Media’s rights under the Global Terms or, where applicable, the MSA, Ai-Media can terminate this Agreement at any time, or disable (temporarily or permanently) the Customer’s use of the Platforms and Services at any time, with immediate effect and with or without notice to the Customer, if the Customer:
i. breaches this Agreement in Ai-Media’s reasonable opinion; or
ii. commits (or Ai-Media reasonably suspects that the Customer has committed) any fraudulent, abusive or illegal activity, and Ai-Media may refer such conduct to appropriate law enforcement authorities.
c) Ai-Media may in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice.
d) If the Customer or Ai-Media terminates this Agreement, then Ai-Media may immediately deactivate or delete the Customer’s account and all related information and files in the Customer’s account and/or bar any further access to such files or the Service.
e) If the Customer or Ai-Media terminates this Agreement, Ai-Media will not be liable for any cost, loss, expense, damages or claims suffered or incurred by the Customer or any third-party arising from or in connection with the termination except that where Ai-Media effects its rights under clause 10(c) and the Customer has placed an Order for Services that the Customer has paid in advance but for which Ai-Media has not completed in part or in full, then Ai-Media will provide the Customer a reimbursement of Fees based on the part of the Order Ai-Media has not completed.
f) Termination of this Agreement does not affect any accrued rights or remedies of either party.
g) The rights and obligations of clauses 4,5,6, 8, 9,10, 11 and 12 survive termination or expiry of this Agreement.

11. NOTICE FOR CALIFORNIA USERS

Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. The Customer may contact us at .

12. QUESTIONS AND SUGGESTIONS
Please contact Ai-Media at info@ ai-media.tv to ask Ai-Media anything about the Service.
______________________________________________________________________________________________________________________________
Attachment 1: Customer Session Rules and Guidelines

1. Definitions:

In this Attachment 1:

a) Audio Description means audio description services (also known as ‘described video’) for pre-recorded video materials;

b) Live Audio Description means audio description services (also known as ‘described video’) for live video/audio;

c) Captioning means captioning (open or closed captions) services for pre-recorded audio or video materials, and for the avoidance of doubt does not include Live Captioning;

d) Live Captioning means any captioning, note-taking or transcription services required in real-time, including without limitation, “Communication access real-time translation” (CART);

e) Interpreting means sign language interpreting services required in real-time, including without limitation, American Sign Language (ASL), British Sign Language (BSL) and Australian Sign Language (Auslan); and

f) Transcription means transcription services for pre-recorded audio or video materials, and for the avoidance of doubt does not include Live Captioning.

2. The following Rules and Guidelines apply to all Services:

a) Customer must upload video or audio files that have good and clean audio quality – that is, where Ai-Media is able to clearly hear the speech of any person, has minimal background noise and no media defects. Customer acknowledges that the audio quality might affect the accuracy of the work delivered.
b) Customer acknowledges and agrees that in delivering any transcription and captioning,

i. Ai-Media considers (without making any warranty) the delivery of accurate work for good audio as including: (1) words being spelled correctly; (2) phrases and sentences making sense as a standalone document; and (3) text is a near exact replication of spoken words;
ii. Ai-Media does not include unintended speech such as “ums”, “uhs”, stuttered speech, or difficult proper nouns;
iii. Ai-Media does not correct grammar or proof-read material – Ai-Media only transcribes what is on the source media.

c) Unless Ai-Media otherwise agrees in writing, any Services that Ai-Media provides must be paid in full at the time of ordering.
d) Customer acknowledges that, in order to assist Ai-Media in providing accurate transcription or captioning, the Customer will provide Ai-Media with any relevant additional information and/or materials regarding the audio and/or video files the Customer wishes to have transcribed or captioned, or the event the Customer wishes captioned, for example industry specific jargon, unique names of places or persons. The Customer should not disclose information that is private or confidential in nature.
e) The Customer may request to cancel an order in writing or through the Platforms (that is, the relevant customer portal in the relevant Platform).
f) Ai-Media may cancel an order at any time before the time the relevant Services are scheduled to commence, in the event of a Force Majeure Event, without any liability to the Customer other than reimbursing the Customer for any Fees paid in advance to the extent that the Customer does not agree for the Services under the relevant cancelled order to be rescheduled at another agreed time.

3. The following rules and guidelines apply to Captioning, Transcription, Interpreting, and Audio Description:

In respect of any order for Captioning, Audio Description, Interpreting, and Transcription, if the Customer cancels an order at any time after Ai-Media has commenced providing the relevant Services, then the Customer must pay to Ai-Media the full amount of the fees applicable to the cancelled order.

4. The following Rules and Guidelines apply to all Live Captioning and Interpreting:

4.1 Booking requests

a) It is the Customer’s responsibility to make sure all booking details are correct prior to submitting a request.
b) Ai-Media’s fees do not include, and Ai-Media is not liable for, any fees or charges for floor monitors, projectors, projection screens, audio-out technical or other technical requirements, or internet connectivity, that are incurred by the Customer in connection with the Services.
c) Other than Live Captioning for “Ai-Live” sessions, once the Customer makes a booking request, the Customer’s live session will not be confirmed until an Ai-Media captioner or interpreter has been assigned to that session.
d) In respect of Live Captioning for “Ai-Live” sessions, Interpreting, and Live Audio Description:

i. booking requests are not guaranteed until a confirmation notice has been received from Ai-Media;
ii. if the Customer places an order during Monday to Friday (during Ai-Media’s normal office hours 9am to 5pm) and requests for the Services to be provided within twenty-four (24) hours of the time that Customer places an order, then Ai-Media has the discretion to refuse or accept the order and such order will be subject to a 20% surcharge in respect of its applicable Fee;

e) If the Customer places an order at any time after 5pm Friday and before 9am of the immediately following Monday, and where the Services are requested to be provided on that immediate Monday, Ai-Media has the discretion to refuse or accept the order.
f) If the Customer’s Live Captioning or Interpreting session exceeds the allocated time duration booked (Overrun) then the Customer will be billed in 15-minute increments (rounded up) for the duration of that Overrun. Further, if Ai-Media utilized approved partners to provide the Services (whole or in part) then the Overrun terms and associated fees herein above will be superseded by those of the approved partner if it’s Overrun terms and fees are more stringent than that of Ai-Media. Ai-Media will use reasonable endeavours to provide the Customer with prior notice of such Overrun terms and fees.
g) In respect of onsite Services, bookings are dependent on the local service provider being available for the requested dates and times. If staffing availability unexpectedly changes, Ai-Media will use reasonable efforts to source an onsite replacement service provider. If an onsite service provider is not available, the option for remote services or a refund on that portion of services will be offered. To avoid doubt, this offer provided under 4.1(g) is limited only to onsite events utilizing local staff.

4.2 Cancellation and No-Show Policy

Ai-Media has multiple Cancellation timeframes that apply to Live Captioning, Live Audio Description, and Interpreting Services which are applied to the Customer’s booking dependent on the complexity of the session, as determined by Ai-Media.

a) 24-hour cancellation
i. More than 24 hours’ notice – 0% of total fee charged.
ii. Less than 24 hours’ notice – 100% of fee charged.
b) 72-hour cancellation
i. More than 72 hours’ notice – 0% of total fee charged.
ii. Less than 72 hours’ notice – 100% fee charged.
c) 5-day cancellation
i. More than 5 days’ – 0% of total fee charged.
ii. More than 72 hours’ notice but less than 5 days’ notice – 50% of total fee charged.
iii. Less than 72 hours’ notice – 100% fee charged.

d) To avoid any doubt, the Customer will be required to pay any and all additional costs associated with a cancelled session that have been incurred by Ai-Media, including but not limited to travel, shipping and accommodation costs.
e) In the event that Ai-Media’s captioner employees or contractors are unavailable due to a Force Majeure Event (and where Ai-Media is unable to find a suitable replacement), or where during the live session Ai-Media is incapable of continuing to deliver the relevant Services for the session due to a Force Majeure Event, then Ai-Media may cancel the session and the Customer must pay the fees for the Services that have been actually delivered by Ai-Media for the live session up to the time of cancellation, on a pro-rata basis (per-minute).
f) If Ai-Media utilizes approved partners to provide the Services then the Cancellation terms will be superseded by those of the approved partner if it’s Cancellation terms, and fees are more stringent than that of Ai-Media. We will use reasonable endeavours to provide the Customer with prior notice of such terms and fees.

4.3 Late Sessions

If the Customer is late for its scheduled Live Captioning, Interpreting, or Live Audio Description session, the Customer will still be billed from the start of the scheduled time.

4.4 Ending a Live Captioning Early

If the Live Captioning, Interpreting, or Live Audio Description session ends prior to the scheduled end time, the Customer will still be charged for the full scheduled time.

AI-MEDIA ENCODER WARRANTY & PRODUCT SUPPORT TERMS

These Encoder Warranty & Product Support Terms supplement and are incorporated into and must be read together with and subject to the Product Terms and the Global Terms or Master Supply Agreement (as applicable). Any capitalized terms that are not defined in these terms are defined in the aforementioned agreements.

PART A – DEFINITIONS

Defective Encoder means any Physical Encoder that does not perform materially as described in Ai-Media’s published Documentation during Normal Use due to a defect in materials or workmanship, including any Physical Encoders that is found to be damaged or defective on delivery (where that damage or defect was not caused in shipping or by the Customer).

Encoder Defect means any error or defect in Ai-Media’s Virtual or Cloud-Based Encoders that causes the same to not perform materially as described in Ai-Media’s published Documentation.
Firmware means any software that is embedded in any Physical Encoder, including any updates to such Firmware as may be provided to the Customer by Ai-Media.

Normal Use means ordinary use of the Physical Encoders in accordance with, the applicable Documentation, and excludes any modification or attempted repair of the Physical Encoders not performed by Ai-Media.

Physical Encoder means any of: EEG Frame HD/SD Caption Legalizer & Caption Bridge (CB 1512), HD/SD Caption Legalizer & Caption Bridge (CB 5XX), EEG OpenGear VANC Data Monitor (DE 1285), HD/SDI Caption Decoder with Nielsen (DE 29X), Encode Pro Card (HD 1492), Encoder 4K 12G (AV 650), Encoder Core (EN 537), Encoder Pro (HD 492), HD/SDI Smart Encoder VII EEG OpenGear (HD 1430),Lexi Viewer (AV 610), Lexi DR units and associated peripherals or as otherwise notified by Ai-Media.

Virtual and Cloud-based Encoder means any of the: Alta 2110, Alta TS, Falcon, iCap Integration, On-Premises Software or as otherwise notified by Ai-Media.

PART B – PHYSICAL ENCODERS

Section 1 – First Year Warranty & Support

a) Application. Applies to all Physical Encoders purchased from Ai-Media or any of its authorized resellers and specifically excludes any other used or second hand purchases of Physical Encoders.

b) Duration. 12 months from the date that the original Physical Encoder is shipped from Ai-Media for delivery to the Customer (Warranty Service Period). The Warranty Service Period only applies for the original purchasing or renting Customer and does not transfer with the Physical Encoder if the Physical Encoder is transferred to another person.

c) Inclusions. Ai-Media offers the following services free of charge to the Customer during the Warranty Service Period:

i. 90 day replacement warranty service. Ai-Media will provide a replacement of any Defective Encoder notified to Ai-Media within 90 days of the Physical Encoder being shipped to the Customer (90 Day Replacement Period). To avoid doubt, Customer must ensure that the Defective Encoder is shipped back to Ai-Media for Ai-Media’s inspection prior to the provision of any Replacement Encoder.

ii. Repair service. Ai-Media will use commercially reasonable efforts to repair any Defective Encoder notified to Ai-Media after expiry of the 90 Day Replacement Period and before expiry of the remainder of the Warranty Service Period. Physical Encoder repairs will be conducted at Ai-Media’s facilities unless otherwise determined by Ai-Media. Ai-Media reserves the right to replace the Physical Encoder with a new or refurbished unit (the choice of which will be at Ai-Media’s discretion) rather than repair the original Physical Encoder. If Ai-Media considers that it cannot repair a Defective Encoder during the Warranty Service Period, Ai-Media will ship a new replacement Encoder to the Customer free of charge provided the Defective Encoder is delivered and thereafter retained by Ai-Media. If the Customer is provided with a new replacement encoder, the Warranty Service Period will restart to the date at which the new replacement encoder is shipped from Ai-Media for delivery to the Customer. If the Customer is provided with a refurbished replacement Encoder, the Warranty Service Period shall continue as per the terms of the returned or defective Encoder. To avoid doubt, Customer must ensure that the Defective Encoder is shipped back to Ai-Media for Ai-Media’s inspection prior to the provision of any Replacement Encoder. If on inspection, Ai-Media determines that there is no material defect in the Encoder contemplated in this sub-clause and that no repairs are necessary in order to re-establish that Encoder’s operational state, then Ai-Media shall charge to the Customer all labor, inspection, administration and shipping costs associated with its investigation, where such payment shall be made upon receipt by Customer of the relevant invoice in respect of the same.

iii. Loan equipment. Ai-Media offers loan equipment for Customers who have returned Physical Encoder for repair during the Warranty Service Period. Where loan equipment is requested by the Customer, Ai-Media will work with the Customer to determine the appropriate equipment to meet the Customer’s circumstances. Any loan equipment remains the property of Ai-Media and must be returned to Ai-Media once the affected Physical Encoder is repaired and returned to the Customers. Ai-Media shall pay for shipping the loaned Physical Encoder to and from the Customer’s primary premises (excluding costs associated with delays or other actions that may increase the costs of shipping that are caused or contributed to by the Customer). In the event that the loaned Physical Encoder is not shipped to Ai-Media within 5 business days of the Customer’s receipt of the repaired Physical Encoder (Loan Return Period), then the Customer shall be subject to the Rental Terms noted herein, commencing on the day following the expiration of the Loan Return Period;

iv. Support. A-Media will provide reasonable technology support services for issues experienced in use of the Physical Encoder. Support does not extend to the provision of training and/or consulting services.

v. Updates and Upgrades. Ai-Media will supply updates and upgrades to the Firmware included in the encoder when Ai-Media makes such updates available in the Customer’s territory.

d) Continuation of Warranty Service Period for replaced or repaired Physical Encoders. If a Physical Encoder is replaced or repaired under the warranty and support services, the remainder (if any) of the original 90 Day Replacement Period and Warranty Service Period will apply to the replaced or repaired Physical Encoder.

e) How to access warranty and support services. To access warranty and support services, please contact Ai-Media using the technology support contact information set out at https://www.ai-media.tv/support/.

f) Return shipping of Defective Encoder. Ai-Media will pay the cost of return shipping of Defective Encoders to Ai-Media’s regional office for replacement or repair (other than for on-premises repair) during the Warranty Service Period, and shipping of the replacement or repaired Physical Encoder back to the Customer. The applicable shipping address and process will be confirmed to the Customer by Ai-Media’s support team.

Section 2 – Annual Support Service

a) Application. Applies to Physical Encoders (including loan equipment) supplied by Ai-Media (from Ai-Media or any of its authorized resellers and specifically excludes any other used or second hand purchases of Physical Encoders) post the Warranty Service Period where Ai-Media offers, and the Customer purchases, an annual support plan for that Physical Encoder.

b) Duration. Annual support plans can be purchased for each year following expiry of the Warranty Service Period. Each annual support plan purchased lasts for 12 months from expiry of the Warranty Service Period or previous annual support plan period (Annual Support Plan Period).

c) Purchasing plans.

i. Ai-Media will issue a quote or invoice for annual support to the Customer 60 days prior to expiry of the Warranty Service Period or then current Annual Support Plan Period (where the Customer has an active annual support plan). Ai-Media may review and increase the price for annual support plans from time to time in its sole discretion.

ii. The Customer must pay the quote prior to expiry of the Warranty Service Period or then current Annual Support Plan Period (as applicable) to ensure support continues.

iii. The Customer may purchase an annual support plan for more than one year at a time. To do this, the Customer must first notify Ai-Media of the number of years of support that the Customer wishes to purchase and pay an amount equal to the quote multiplied by the number of years to be purchased. Purchasing multiple years of annual support in advance means paying the then current annual support plan price for the subsequent years purchased at the same time.

d) Reactivating expired support. If the Customer does not purchase an annual support plan for any year post the Warranty Service Period and later wants to access annual support, the Customer must pay for the current years’ annual support plan and back-pay for those years that the Customer did not take up an annual support plan. Payment of all years will be at Ai-Media’s then current annual support plan price.

e) Inclusions. Ai-Media offers the following services for Customers who have a current paid annual support plan:

i. Repair service. Ai-Media will use commercially reasonable efforts to repair any Defective Physical Encoder notified to Ai-Media during an Annual Support Plan Period. Physical Encoder repairs will be conducted at Ai-Media’s facilities, unless otherwise determined by Ai-Media. Ai-Media reserves the right to replace the Physical Encoder with refurbished unit rather than repair the original Physical Encoder. To avoid doubt, Customer must ensure that the Defective Encoder is shipped back to Ai-Media for Ai-Media’s inspection prior to the provision of any Replacement Encoder. The cost of repair will be invoiced to and payable by the Customer; provided that where repair is required in years 2 to 5 after the Physical Encoder is shipped to the Customer, the cost of each repair will be capped. The cap for Physical Encoders in 2023 is US$1,200. This cap will be reviewed by Ai-Media annually and the then current cap will be advised to the Customer on request. No cap applies for any repairs required during the 6th or later years after shipping of the Hardware. If Ai-Media considers that it cannot repair a Defective Encoder during the Annual Support Plan Period, Ai-Media will offer to the Customer a discounted rate for the purchase of a new replacement Encoder provided the Defective Encoder is delivered and thereafter retained by Ai-Media (where the rate of discount shall be determined at the discretion of Ai-Media however will take into account the proportion of Annual Support Period already paid by the Customer in the applicable year). In the event a new replacement Encoder is provided to the Customer pursuant to the preceding sentence, then the Customer shall be provided with a further 1-year Warranty in respect of the replacement Encoder pursuant to Section 1 above. If the Customer is provided with a refurbished replacement Encoder, the Annual Support Plan Period shall continue as per the terms of the returned or defective Encoder. If on inspection, Ai-Media determines that there is no material defect in the Encoder contemplated in this sub-clause and that no repairs are necessary in order to re-establish that Encoder’s operational state, then Ai-Media shall charge to the Customer all labor, inspection, administration and shipping costs associated with its investigation, where such payment shall be made upon receipt by Customer of the relevant invoice in respect of the same.

ii. Loan equipment. Ai-Media offers loan equipment for Customers who have returned Physical Encoder for repair during an Annual Support Plan Period. Where loan equipment is requested by the Customer, Ai-Media will work with the Customer to determine the appropriate equipment to meet the Customer’s circumstances. Any loan equipment remains the property of Ai-Media and must be returned to Ai-Media once the affected Physical Encoder is repaired and returned to the Customer. The Customer will solely be responsible for the administration, management, coordination and payment of shipping and costs associated with the loaned the Encoder to and from Ai-Media and must promptly inform Ai-Media of details of return delivery (to this end, the Customer will be responsible for all costs and liabilities (including delays) that may arise from the Customer not acting in accordance with this sub-clause). In the event that the loaned Encoder is not shipped to Ai-Media within 5 business days of the Customer’s receipt of the repaired Physical Encoder (Loan Return Period), then the Customer shall be subject to the Rental Terms noted herein, commencing on the day following the expiration of the Loan Return Period;

iii. Support. A-Media will provide reasonable technology support services for issues experienced in use of the Physical Encoder. Support does not extend to the provision of training and/or consulting services.

iv. Updates and Upgrades. Ai-Media will supply updates and upgrades to the Firmware included in the encoder, when Ai-Media makes such updates available in the Customer’s territory.

f) How to access annual support services. To access annual support services, please contact Ai-Media using the technology support contact information set out at https://www.ai-media.tv/support/.

g) Return shipping of Defective Encoder. The Customer will pay the cost of return shipping of Defective Encoders to Ai-Media’s regional office for repair during any Annual Support Plan Period. The applicable shipping address and process will be confirmed to the Customer by Ai-Media’s support team. To avoid doubt, the Customer will solely be responsible for the administration, management, coordination and payment of shipping and costs associated with returning the Physical Encoder to Ai-Media and must promptly inform Ai-Media of details of return delivery (to this end, the Customer will be responsible for all costs and liabilities (including delays) that may arise from the Customer not acting in accordance with this sub-clause).

Section 3 – Exclusions

a) Exclusions. The warranty and support services, and annual support services do not apply to:

i. Ai-Media hardware not purchased from Ai-Media or an authorised reseller;

ii. damage caused by use of the Physical Encoder other than in accordance with the applicable Documentation;

iii. damage caused by any external cause (for example, being incorrectly connected to power supply, being dropped, exposed to liquid, or used without adequate ventilation);

iv. damage caused by the Customer’s failure to maintain and store the Physical Encoder in accordance with the Documentation;

v. damage caused by repairs or modifications performed by any person other than Ai-Media; or

vi. damage caused during shipping.

b) Returns not covered by warranty or support. If Ai-Media determines that the defect or damage to the Physical Encoder returned to Ai-Media for replacement or repair is not covered under these Encoder Warranty and Support Terms:

i. Ai-Media will provide the Customer with a quote and invoice for repair of the Physical Encoder (where repair is practicable), and if the Customer elects to proceed, the Customer must pay the full cost of repair before repair will comment, and pay the cost of shipping of the repaired unit to the Customer; and

ii. where Ai-Media paid for the return shipping to Ai-Media’s regional office, the Customer must refund Ai-Media those shipping costs, which will be invoiced to the Customer.

PART C – VIRTUAL AND CLOUD BASED ENCODERS

Section 1 – First Year Support Service

a) Application. Applies to all Virtual and Cloud-based encoders, including On-Premises Software (such as Alta) supplied by Ai-Media (Virtual Encoders).

b) Duration. 12 months from commencement of the Customer’s subscription for the Virtual Encoders (First Year Support Period).

c) Inclusions. Ai-Media offers the following services free of charge to the Customer during the First Year Support Period:

i. Support. A-Media will provide reasonable technology support services for issues experienced in use of the Virtual Encoders and reporting of any Software Defects.

ii. Updates and Upgrades. Ai-Media will affect to and for the Customer updates and upgrades when Ai-Media makes such updates and upgrades available in the Customer’s territory.

d) How to access support services. To access support services, please contact Ai-Media using the technology support contact information set out at https://www.ai-media.tv/support/.

Section 2 – Annual Support Service

a) Application. Applies to Virtual and Cloud-based encoders, including On-Premises Software (such as Alta) supplied by Ai-Media post the First Year Support Period where Ai-Media offers, and the Customer purchases, an annual support plan for that Virtual Encoder.

b) Duration. Annual support plans can be purchased for each year following expiry of the First Year Support Period. Each annual support plan purchased lasts for 12 months from expiry of the First Year Support Period or previous annual support plan period (Annual Support Plan Period).

c) Purchasing plans.

i. Ai-Media will issue a quote or invoice for annual support to the Customer 60 days prior to expiry of the First Year Support Period or then current Annual Support Plan Period (where the Customer has an active annual support plan). Ai-Media may review and increase the price for annual support plans from time to time in its sole discretion.

ii. The Customer must pay the quote prior to expiry of the First Year Support Period or then current Annual Support Plan Period (as applicable) to ensure support continues.

iii. The Customer may purchase an annual support plan for more than one year at a time. To do this, the Customer must first notify Ai-Media of the number of years of support that the Customer wishes to purchase, and pay an amount equal to the quote multiplied by the number of years to be purchased. Purchasing multiple years of annual support in advance means paying the then current annual support plan price for the subsequent years purchased at the same time.

d) Reactivating expired support. If the Customer does not purchase an annual support plan for any year post the First Year Support Period and later wants to access annual support, the Customer must pay for the current years’ annual support plan and back-pay for those years that the Customer did not take up an annual support plan. Payment of all years will be at Ai-Media’s then current annual support plan price.

e) Inclusions. Ai-Media offers the following services for Customers who have a current paid annual support plan:

i. Support. A-Media will provide reasonable technology support services for issues experienced in use of the Virtual Encoders and reporting of any Software Defects. Support does not extend to the provision of training and/or consulting services.

ii. Updates and Upgrades. Ai-Media will affect to and for the Customer updates and upgrades when Ai-Media makes such updates and upgrades available in the Customer’s territory.

f) How to access annual support services. To access annual support services, please contact Ai-Media using the technology support contact information set out at https://www.ai-media.tv/support/.

Section 3 – Exclusions (Virtual Encoders)

a) Exclusions. The support services for Virtual Encoders do not apply to:

i. faults in the Customer’s hosting environment and/or Customer’s own cloud environment, including operating system, database, network infrastructure and server infrastructure; or

ii. errors resulting from any modification of the Virtual Encoders performed by any person other than Ai-Media.

b) Unsupported issues. If Ai-Media determines that an issue reported as a potential Software Defect is not a Software Defect, Ai-Media may charge the Customer for the time to diagnose the issue.

PART D – INTERACTION WITH CONSUMER LAWS

The warranty and support rights set out above are in addition to, not in place of, any rights you may have under consumer or other laws applicable to you. You may have other rights at law, which vary by country or state. Except to the extent permitted by law, Ai-Media does not exclude or limit any such other rights you may have.

Products purchased in Australia: Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

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