SPECIAL TERMS OF USE – VIRTUAL EVENT

These Special Terms of Use are appended to Arkadin's Standard Terms and Conditions (STC) and set forth the terms and conditions applicable to the "Virtual Events" that Arkadin provides.

1. Definition

"Virtual Event" means any Managed Virtual Event and/or any Elite Webcasts.

“Elite Webcasts” means any web-based events managed and created by the Client on the Elite application platforms and any related projects including streaming audio or video over the internet accessible by Users.

“Managed Virtual Event” means any event of the Client for which Arkadin manages the logistics, including preparing the event in advance, and providing live services and post-event tasks. Managed Virtual Events include audio events, web events, video events, video managed services, webcasts and virtual shows.

2. Duration of the validity of the offer

An offer made in a service order form is valid for a maximum period of one (1) month from the time Arkadin sends it to the Client, unless otherwise stated in the Service Order Form. The Client must quickly return the signed Contract containing said Service Order Form to Arkadin.

3. Setup of Managed Virtual Events

3.1 For each Managed Virtual Event, a minimum set-up period is required to ensure its success. The minimum set-up period will be provided to the Client on a case-by-case basis, and will commence on Arkadin's acceptance of the Client's order.

3.2 The Client shall in a timely manner provide Arkadin, in writing, with all information Arkadin requires and that is necessary to prepare the Managed Virtual Events, including but not limited to, the estimated number of Participants that may view the Managed Virtual Event, the registration procedures for Participants and the availability of an Event after production for on-demand viewing. Arkadin shall not be liable for any consequences associated with the non-performance or defective performance of Virtual Events as a result of the Client’s failure to provide the necessary information to Arkadin.

3.3 If the number of Participants connected to, or attempting to connect to, a Managed Virtual Event exceeds the number of Participants expected and reserved for that Virtual Event, Arkadin may deny additional connections and disconnect existing Participants.

3.4 For any Managed Virtual Event for which Arkadin has been requested to be onsite, Client shall make available to Arkadin and its Partners a synchronous high speed wired internet connection and analog phone connection within 5 feet of the Managed Virtual Event location and meeting the minimum speed requirements as established by Arkadin. In addition, the Client shall respect the network minimum flow constraints as established by Arkadin and make available to Arkadin and its Partners all necessary information for the provision of the Virtual Events.

3.5 Arkadin and its Partners reserve the right to withdraw, suspend or discontinue any functionality or feature of the platform, provided that the platform continues to meet the specifications.

4. Services Charges

Arkadin reserves the right to modify the Standard Charges relating to access to and use of the Virtual Events service subject to notifying in writing the Client sixty (60) days in advance. The Client, if it refuses this increase, shall be entitled to terminate by registered letter with acknowledgement of receipt, the affected Service(s) without any penalty, within thirty (30) days from the date of receipt of said notification. Cancellation shall take effect on the date of application of the new Standard Charges. Nonetheless for firm subscriptions or in the event of a minimum undertaking by the Client, termination shall be effective only on the date of the end of these subscriptions or undertaking.

Service Charges include the time connection to Virtual Events, actual Virtual Events time, waiting time and time for connection to any Arkadin assistance service, in particular to the client assistance service as well as potential disconnection costs. The Service Charges are calculated for the consumption share per minute, in full minutes, on a per Participant and Moderator basis (inbound or outbound legs), in full minute increments from the initial call connection to the termination of all Virtual Events.

5. Requests to Change or Cancel a Managed Virtual Event

Any request by the Client to change or cancel a Virtual Event, including changing the date and/or time, capacity or type of Services requested, will be billed by Arkadin at the price stated in the Contract. Arkadin will use its best efforts to comply with each change request, depending on the technical and human requirements imposed by the changes requested by the Client.

6. Minimum commitment

If the minimum commitment made by the Client and stated in the Service Order Form is not met, the Client shall pay Arkadin the unused portion thereof at the end of the relevant period.

Arkadin will bill the Client for the amount still owed at the end of the commitment period, as well as at the end of each commitment period if such period is renewable.

7. Term (Managed Virtual Event)

As an exception to clause 3 of the Standard Terms and Conditions, the Contract will take effect on the date that Arkadin sends confirmation of the reservation of the Managed Virtual Event, and will remain in effect for the period necessary to perform the Services ordered by the Client.

8. Archiving of Virtual Events

At the Client's request, Virtual Events may be recorded and archived for the duration specified in the Service Order Form. All ongoing archiving will end on the expiration or termination of the Contract. The Client shall be responsible for recovering all accessible archives upon the expiration or termination of the Contract.

9. Liability

As an exception to clause 9 of the Standard Terms and Conditions, Arkadin's total liability to the Client under or in connection withthe Contract shall be limited to the amount (not including VAT) that Arkadin bills for the relevant Virtual Event.

10. Termination

Arkadin may amend its sales offer with respect to the Managed Virtual Event by giving the Client ninety (90) days' prior notice of such amendment. Arkadin will use its best efforts to offer equivalent services with similar functionalities. If Client doesn’t agree with the amendment, the Client may terminate the Service(s) affected, without penalty, by giving a written notice to Arkadin within fifteen (15) days from receipt of Arkadin's notice. Termination will be effective on the date when the amendments will become effective.

The Client acknowledges that Arkadin (i) has no obligation to store data, Virtual Event archives or recordings beyond the period specifically stated in the Service Order Form and (ii) is authorized to delete and/or destroy all data and the Virtual Events of the Client after the end of such period, unless the Client specifically requests otherwise.

11. Elite Webcasts

11.1 Arkadin undertakes to provide Client with access to Elite application platforms, pursuant to an Elite SOF, to manage or create Elite Webcasts.

11.2 The Client is responsible for authorizing Users to log into, participate in or view an Elite Webcasts. Client shall not allow open access to Elite Webcasts such that a person without due authorization is able, directly or indirectly, to produce Elite Webcasts in breach of the Contract.

11.3 The Client has or will secure appropriate legal authorization or consent which may be necessary for use, recording, storage, processing and transfer of Content by Arkadin and its Partners.

11.4 The Client acknowledges that Arkadin and its Partners will not be processing, or reviewing for legality any Content provided by Client other than offering and enabling the transmission of Content. The Client agrees that Arkadin may remove or disable any data that is illegal, or in order to comply with a request from a law enforcement agency. The Client is fully responsible for any damages arising from any such Content.

11.5 The Elite services shall be considered activated upon the setup of the Client account and Arkadin or its Partner sending through email, the login credentials for the Client account (the Elite Service Activation Date). Arkadin will send Client the login credentials within ten (10) days of the receipt of the Elite SOF.

11.6 Except otherwise stated in the SOF, Client shall have twelve (12) months from the Elite Service Activation Date to run all Elite webcast included in the Event commitment, if any (“Subscription Term”). Client may not roll over any unused Elite Webcast to the subsequent Subscription Terms, or any extension or renewal of the existing Contract.

11.7 Client agrees that the on-demand access period for any Virtual Event run during the Subscription Term shall terminate at the end of the Subscription Term. In the event that Client exceeds the number of Elite webcasts purchased during the term of its Contract, Client will be billed for the over usage at the event rate. Any additional Services, additional Elite webcasts, minutes, Users, on-demand access shall be billed monthly per the pricing list.