Intrado Digital Media, LLC (“Notified”) will provide the Services set forth in the applicable Order Form and as provided therein and in accordance with this Service Description. Capitalized terms used in this Service Description not otherwise defined herein shall have the definitions specified in the Order Form. In case of conflict between this Service Description and the Order Form, the Order Form shall control.
Service Description for all Streaming Services
1.1 Online Event Services.Notified offers a real-time, interactive online communication programs and events hosted on a Software-as-a-Service (SaaS) basis (the “Hosted Service”). Customer desires to utilize the Hosted Service to run online event(s) having the characteristics and features specified in the Order Form (each an “Event”).
1.2 Additional Services. If the Order Form indicates that Notified will provide video production services, the terms specified in the Video Production Addendum (attached as Exhibit 1) are incorporated herein. If the Order Form indicates that Notified will provide Configuration (as defined in Section 2), event production or consulting services, the terms specified in the Service Addendum (attached as Exhibit 2) are incorporated herein. Customer acknowledges that Notified provides enhanced security features for the Services in which Customer may initiate upon a request made to Notified.
2. Product/Service Definitions. As may be used in the Order Form, or elsewhere, the following terms have the meaning specified below:
“Configuration” means the event production and configuration services necessary to configure the Event (as opposed to Customer in its capacity as a self-producer under a Producer Subscription and as opposed to video production services Customer may elect to purchase under an Order Form). If Customer purchases Configuration services, a Configuration fee is added to the Event as identified in an Order Form. As part of the Configuration fee, Notified will provide the following: Event timeline, Environment Configuration, Event setup, QA and testing, Event delivery and post-Event reporting.
“Producer Subscription” means, if Customer is a self-service client and desires to produce and configure Events, a producer subscription as required to access the Hosted Service and produce events as an Event administrator. The Producer Subscription is a seat subscription and is assigned only to credentialed individuals and may not be shared between individuals, but may be reassigned upon Customer’s written request.
3. Right to Use. Notified hereby grants to Customer: (i) the non-exclusive, non-transferable, revocable right to access and use the Hosted Service to sponsor and participate in the Event; (ii) the number of individual, non-exclusive, non-transferable, revocable administrator subscriptions specified in the Order Form to access and use the Hosted Service as an Event administrator to configure and produce the Event (each a “Producer Subscription”); and (iii) the right to provide access and use to Attendees (as defined below) to participate in an Event. An Attendee is a user who registers to participate in an Event in any capacity and participates in such Event (each an “Attendee” and collectively “Attendees”). All rights not expressly granted by Notified to Customer herein are reserved to Notified. Neither Customer nor Attendees shall have the right to license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the rights granted herein or the Notified Proprietary Rights other than in connection with an Event as expressly contemplated hereby.
4. Support & Maintenance.All Events include basic production support, which includes access to: (i) platform-wide upgrades, features, and fixes; (ii) 24/7 online resource documents; and (iii) free on-demand training. Additional event and video production support service packages may be purchased by Customer by entering into an Order Form for these packages. Notified performs maintenance activities on the Hosted Service on Saturdays and Sundays between the hours of 12am and 2am CST (“Scheduled Maintenance”). Notified reserves the right to perform necessary or emergency maintenance at its sole discretion (“Unscheduled Maintenance”). Not all maintenance activities require the Hosted Service to be inaccessible; however, it is possible that during such maintenance activities, the Hosted Service may not be accessible by Customer or Attendees.
5. Fees: Customer shall pay the Total Fee specified in the Order Form, according to the payment terms therein. The Total Fee is Customer’s minimum commitment during the term of the Agreement. All product fees, Rich Media fees, Service fees (whether hourly or task based) or other Hosted Service Usage Fees (“Fees”) are due to Notified upon the execution of the Order Form (for fees associated with the Product Purchase and Services Purchase), provided that all Services specified in the Order Form must be used by Customer prior to the later of (a) the termination or expiration of the Agreement or (b) the twelve (12) month anniversary of the applicable Order Form. Notified will invoice Customer for the unused balance of the minimum commitment upon the later of (a) the twelve (12) month anniversary or (b) the termination or expiration of the Agreement. Customer shall reimburse Notified for all reasonable out of pocket travel expenses incurred by Notified in providing services to Customer under the Order Form, provided Notified has obtained prior written approval from Customer prior to incurring each expense.
Where Customer requests Additional Services in connection with a webcast or any other event (including, but not limited to, conference call setup and lines or data transfer), Notified shall bill such Additional Services at the prices set out at https://www.west.com/digital-media-solutions/service-description/multim…or as otherwise agreed by the parties. Any Additional Services shall be supplied subject to the terms of this Agreement.
7. Indemnity.In addition to the indemnification in the Agreement, Customer shall defend, indemnify and hold harmless Notified, its affiliates and their respective officers, directors, third party providers, employees or agents from any and all liabilities, damages, costs and expenses (including reasonable attorneys’ fees and expenses) for any third-party claim relating to, or arising out of: (a) the Customer Content or any Customer event hosted by Notified; (b) any third party or unauthorized user accessing any part of the Services; (c) Customer’s violation of Notified’s, any of its affiliates’, or any third party’s intellectual property rights.
8. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE MSA: (A) IF EITHER PARTY OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE THIRD PARTY PROVIDERS IS FOR ANY REASON HELD LIABLE TO CUSTOMER OR TO ANY OTHER INDIVIDUAL OR ENTITY IN CONNECTION WITH THE HOSTED SERVICES OR THIS ORDER FORM IN RESPECT OF SUCH SERVICES, INCLUDING IN CONTRACT, FOR INDEMNIFICATION OR IN TORT, LIABILITY IS LIMITED TO THREE TIMES THE ACTUAL FEES PAID BY CUSTOMER FOR THE AFFECTED EVENT AND SUCH LIABILITY SHALL BE PER INCIDENT; AND (B) IF CUSTOMER IS FOR ANY REASON HELD LIABLE TO NOTIFIED OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE THIRD PARTY PROVIDERS IN CONNECTION WITH THE MULTIMEDIA SERVICES OR THIS ORDER FORM IN RESPECT OF SUCH SERVICES, INCLUDING IN CONTRACT, FOR INDEMNIFICATION OR IN TORT, CUSTOMER SHALL BE FULLY RESPONSIBLE, WITHOUT LIMITATION, FOR ALL DIRECT DAMAGES TO SUCH INDIVIDUAL OR ENTITY.
THE HOSTED SERVICES HEREUNDER ARE BEING DELIVERED OVER THE INTERNET, AND ACCORDINGLY, ARE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. NOTIFIED IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, VIRUSES, HACKER INTRUSIONS OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
Terms & Conditions
Invoicing.Payment terms shall be as set forth in the Agreement. The applicable currency will be stated in the Order Form. Unless specified otherwise in the Order Form, Notified shall bill for the Services in advance. If Customer uses features not listed in the Order Form, Customer will be charged for such features as provided for in the Agreement. In the event that the Services provided under the Order Form remain active beyond the end of the Order Form Term and Customer uses the Services after such time, Customer shall pay Notified the monthly subscription costs set forth herein for any month (or portion thereof) during which Customer uses the Services beyond the Order Form Term. In addition to the rates for the Services listed in the Order Form, Customer shall pay all applicable fees, duties, tolls, administrative assessments, surcharges, or taxes now or hereafter attributable to the Services and included on Customer’s invoice. Notified will assess any applicable fees, duties, tolls, administrative assessments, surcharges, or taxes, based on the geographic location of the billing address of the billing contact in the Notified billing system. Should Notified not have an address for the billing contact, then fees, duties, tolls, administrative assessments, surcharges, or taxes will be applied based on the geographic location provided at the account level in the Notified billing system. In the event Customer is required by law to make any deductions or to withhold from Customer’s payment to Notified, Customer shall pay Notified such additional amounts so that the net amount Notified receives from Customer is equal to the full amount for the charges which Notified would have received from Customer had such withholding not been made.
Pricing. Notified may, effective on the first day of January each year during the Term, adjust, or change the basis for calculating, any Service Fees on not less than ninety (90) days’ prior notice to Customer. Customer may cancel the relevant Service if Notified increases its Service Fees for such Service by more than eight percent (8%) in any year. If Customer exercises this right to cancel, Customer must notify Notified within thirty (30) days of the date of Notified’s increase notice. The relevant Service will be cancelled from the date on which the Service Fees would have increased.
APPLICABLE TO CANADIAN CUSTOMERS ONLY:The parties agree that this Order Form is to be written in English only. Les Parties aux présentes confirment leur volonté que cette Convention soit rédigée en langue anglaise seulement.’
Last modified: October 21, 2021
Video Production Addendum
1. Video Production Services.Notified will furnish the equipment, materials, supplies, video recording services, and the number of post-production hours associated with the package Customer purchased in order to produce video content to be broadcast within an Event, as set forth in the Agreement or subsequently executed work order (the “Video”). Production services will be provided during a pre-scheduled video recording session (a “Production Session”).
2. Scheduling & Customer Obligations.Following the execution of the Agreement, the parties will create an Event timeline, including the Production Session dates, length, required parties, and applicable content submission, editing, acceptance, or other deadlines. Customer will adhere to the Event timeline created by the parties, including any acceptance or approval deadlines. Customer acknowledges and agrees that Notified’s delivery of the Video is dependent on Customer’s meeting such deadlines. Notified is not liable or responsible for any delay in providing the Video to Customer, failure to meet timeline dates, or failure to complete the Video where Customer has not met a required deadline or any deadline upon which Notified’s obligations are dependent. Customer will provide the subject matter, including actors, speakers, subjects, script, clips, images, music, and the like, as applicable during the Production Session or thereafter, as necessary. Customer represents and warrants that Customer has obtained all necessary rights, releases, or clearances to broadcast (i) the script, interviews, graphics, clips, images, music, musical compositions, sound bites, or other content, or (ii) any performance by any actor or speaker, provided to Notified for inclusion in the Video. In addition, Customer shall secure releases for any location where the Production Session is performed. Customer acknowledges that in some jurisdictions, collective bargaining agreements may govern the use of on-site video production labor and labor rates. Customer will be responsible for any increase in fees incurred by Notified due to labor or collective bargaining agreements, provided such information is provided to Customer prior to entering into the Order Form.
3. Acceptance Schedule.Following the Production Session, Notified will deliver to Customer an edited version of the Video. Customer will have 3 business days to accept or reject such Video. Customer’s sole basis for rejection of the Video will be the failure of the Video to meet the specifications set forth in the Order Form, work order, or Event timeline, in Customer’s sole and reasonable determination. Should Customer reject the Video, Customer will clearly indicate the grounds for rejection in writing and Notified will have 10 business days to bring the Video into conformance with the aforementioned specifications.
4. Rescheduling. Should Customer desire to reschedule any Production Session,
4.1 Customer will owe Notified a reschedule fee for all additional hours incurred by Notified as a result of Customer’s rescheduled date at $220.00 USD per hour and
4.2Customer agrees that should Customer reschedule any scheduled Production Session within 48 hours of such session, Customer will owe Notified the aggregate hourly fees for all production personnel for both the rescheduled Production Session and the later scheduled Production Session.
5. Ownership.Subject to Customer’s compliance with the terms of the Agreement, including payment in full for the video production services provided hereunder, the Video will be considered a work made for hire and Customer alone will own all right, title and interest in and to the Video. If, for any reason, the Video would not be considered a work made for hire under applicable law, then Notified does hereby sell, assign, and transfer to Customer, its successors and assigns all right, title and interest in and to the Video, including registrations, and/or applications relating thereto, as well as any renewals and extensions thereof.
1. Rescheduling an Event. Customer shall work with Notified to schedule each Event. If known, the date of an Event will be noted on an Order Form executed by and between the parties. Once the date of an Event is established, Notified may allow Customer to reschedule the Event; provided that, Notified shall invoice Customer for any additional hours incurred by Notified due to the rescheduling of the Event at Notified’s hourly service rate of $220 USD per person per hour.
2. Scheduling Events with Over 10,000 Attendees.For Events with planned attendance of over 10,000 concurrent users, Customer agrees to notify Notified at least thirty (30) days in advance in order to ensure the appropriate resources are available to Customer.
3. Standalone Webcast Content Submission Deadline. Customer is responsible for the collection of all Content required for the Standalone Webcast Event. Customer shall submit content in accordance with the content collection deadlines below (each a “Content Submission Deadline”). Notified reserves the right to reject Content submitted subsequent to the applicable Content Submission Deadline in order to promote the integrity and success of the Standalone Webcast Event. As noted below, Notified may allow Content to be submitted subsequent to any Content Submission Deadline and charge Customer a Rush Fee (“Rush Fee”). The Rush Fee shall be equal to $200 USD per occurrence. The Rush Fee shall be invoiced to Customer in addition to any other fees owed.
(i) Timelines.In connection with each Standalone Webcast Event, Notified will work with Customer to create a timeline which will outline Customer’s obligations. Customer acknowledges that it is Customer’s responsibility to meet such deadlines and that Notified is not responsible for any issue, delay or other failure associated with Customer’s failure to meet such deadlines.
(ii) Escalation Process. Each party shall identify personnel to serve as executive sponsors to serve as a point of contact (each an “Executive Sponsor”). In the event any Standalone Webcast Event Content submission deadline is missed, or is in danger of being missed, the Executive Sponsors will discuss (via telephone or email) applicable Rush Fees, an implementation plan for either submitting Event Content according to a revised schedule (including any Rush Fees), or reducing the Content to be submitted.
(iii) Extraordinary Situations.Where Notified determines that late or missing Standalone Webcast Event Content will result in a failed Standalone Webcast Event, Notified senior management will meet with Customer’s Executive Sponsor to determine whether the Customer may deviate from any of the applicable deadlines, or whether it is necessary to reschedule the Standalone Webcast Event.