Last Updated: September 1, 2022

This Zellor/ Zellor Terms of Service Agreement (the “Agreement” or “Terms of Service”) is made

between Zellor Limited. (“Zellor,

” “we,

” “us,

” or “our”) and you, our customer (“you” or “your”).

This Agreement governs your use of Zellor owned-and-operated websites, applications, and

embeddable video players (collectively, the “Services”). This includes our Zellor product.

1. Acceptance

By creating an account, viewing videos, making a purchase, downloading our software, or

otherwise visiting or using our Services, you accept this Agreement and consent to contract with

us electronically.

If you are an entity other than a natural person, the person who registers the account or

otherwise uses our Services must have the authority to bind the entity. In this context,

“you”

means both the entity and each person who is authorized to access the account.

We may update this Agreement by posting revised versions. By continuing to use our Services,

you accept any revised Agreement.

This Agreement includes our Privacy Policy Please review our Privacy Policy to learn about the

information we collect from you, how we use it, and with whom we share it.

2. Our Services

Service License: Subject to the terms hereof, we grant you access to our Services. This

includes the right to:

Stream videos that you have the right to view;

Upload and store videos, subject to your plan;

Embed our embeddable video player on third-party websites; and

Use all related functionality that we may provide.

Features: The features available to you will depend on your plan. We may change features from

time to time. If you have a paid account, we commit to providing the core video hosting and

streaming features of your plan (including the bandwidth and storage capabilities stated at the

time of purchase) during your current service period.

Bandwidth: The bandwidth allowance included with your Self-Serve plan applies to your

aggregate bandwidth usage across all Self-Serve accounts you control. You may not circumvent

bandwidth limitations by opening multiple accounts. If you exceed your bandwidth allowance,

we may, in our discretion, charge fees for excessive usage, require you to upgrade to a more

suitable plan, or terminate your account(s) upon advance written notice.

Downloadable Software: We may offer applications for devices (“Apps”) directly or through

third-party stores. Subject to your compliance with these Terms of Service, Zellor grants you a

limited, non-exclusive, non-transferable, revocable license to download and use the Apps. We

may update Apps from time to time to add new features and/or correct bugs. You shall ensure

that you are using the most recent version of the App that is compatible with your device. We

cannot guarantee that you will be able to use the most recent version of the App on your device.

Enterprise Services: We may offer Services pursuant to an individually negotiated agreement.Third Parties: We may provide links to and integrations with websites or services operated by

others. Your use of each such website or service is subject to its terms of service.

3. Accounts

Registration: You may create an account to use certain features we offer (e.g., uploading or

embed videos). To do so, you must provide an email address. By creating an account, you

agree to receive notices from Zellor at this email address. You must keep your email address

valid and current so that we are able to contact you.

Organizational Accounts: Corporate, governmental, and other organizational users must publicly

display the legal name of their entity on their public account profile.

Age Requirements: You must be at least 18 years old to create an account or otherwise use our

Services. If you wish to use the Services for a commercial purpose, you must be at least 18

years old.

Team Members: Certain subscription plans may allow you to grant other users (“team

members”) access to the account. Each team member must create an account with their own

login credentials. Both you and each team member is deemed a party to this Agreement. You

are responsible for the actions of your team members and must monitor their access and usage.

Account Security: You are responsible for all activity that occurs under your account, including

unauthorized activity. You must safeguard the confidentiality of your account credentials and

may not share your account credentials with anyone. If you are using a computer that others

have access to, you must log out of your account after each session. If you become aware of

unauthorized access to your account, you must change your password and notify us

immediately.

4. Subscription Plans

Plan Types: We offer free memberships and paid subscriptions that allow you to upload and

share video content. You may purchase a “Self-Serve” plan (you sign up and pay online) or an

“Enterprise” plan (you work with a sales representative and execute an individualized

agreement). Advertised prices and features may change.

Fees: You must pay all fees (plus any taxes) during your subscription period and any renewal

periods. Our fees may include a fixed monthly or annual fee plus variable fees for transactions

or usage. We may adjust fees from time to time. We will attempt to notify you in advance of any

such fee changes prior to your next billing cycle. If you do not wish to accept a fee change, you

may cancel your subscription in accordance with this Agreement.

Free Trials and Discounts: We may offer free-trial or discounted subscriptions. When a free-trial

period ends, your paid subscription begins (unless you have canceled) and you must pay the

full monthly or annual fee. If we provide a discount for the first subscription period, you must pay

the discounted fee; in any renewal, you must pay the full fee.

Refund Policy: Subject to the terms hereof, Self-Serve subscribers who purchase plans directly

from Zellor may cancel and receive a full refund of their initial purchase within thirty (30) days

after purchasing an annual plan and five (5) days after purchasing a monthly plan. Our refund

policy does not apply to:Fees charged immediately after a free-trial period ends;

Subscription renewals or migrations to other plans;

Fees other than annual or monthly subscription fees;

Requests made after the specified periods;

Customers who have breached this Agreement or whose accounts were terminated in

accordance with our Copyright policy

Customers who joined using a promotion that expressly disclaimed our refund policy;

Customers who have initiated a chargeback dispute; or

Enterprise plan customers.

Automatic Renewal: To the extent permitted by applicable law, subscriptions automatically

renew at the end of each subscription period unless canceled beforehand. Monthly plans renew

for 30-day periods. Annual plans renew for one-year periods. You must pay the annual or

monthly fee (plus any taxes) when each renewal period starts. Unused storage, bandwidth, and

other usage limits do not roll over.

How to Decline Renewal: Self-Serve subscribers may opt out of automatic renewal by changing

their account settings. Any opt-out or notice of non-renewal will not affect the current

subscription period. Zellor may decline renewals.

Lapse Policy: When a subscription ends, the account will, at Zellor’s option, revert to a free

membership or will be deleted. Any content in the account may be deleted to comply with the

limitations of the new account status. You are responsible for archiving your content. Zellor shall

not be responsible for the loss of any content. We may publish additional guidelines regarding

the treatment of lapsed subscriptions. These guidelines describe current practices only and

shall not require Zellor to provide any level of post-subscription account status.

Resale: You may not sell, resell, rent, lease, or distribute any plan or any other aspect of our

Services to any third party unless authorized by us in writing. We may suspend or terminate

accounts sold via authorized resellers for non-payment to the reseller or any violation of the

restrictions set forth in this Agreement.

5. Acceptable Use Policy

We may allow you to create, upload, live stream, submit, or publish (collectively, to “submit”)

content such as videos, recordings, images, and text (collectively,

“content”). You must ensure

that your content, and your conduct, complies with the Acceptable Use Policy set forth in this

Section 5. Zellor may (but is not obligated to) monitor your account, content, and conduct,

regardless of your privacy settings. Zellor may remove or limit access or availability to any

content or account that it considers in good faith to violate this Acceptable Use Policy.

5.1 Copyright Policy

You may only upload content that you have the right to upload and share. Copyright owners

may send Zellor a take down notice as stated in our copyright policy. If they believe Zellor is

hosting infringing materials. We will, in appropriate circumstances, terminate the accounts of

persons who repeatedly infringe.

5.2 Content Restrictions

You may not submit any content that:Infringes any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.);

Is sexually explicit or promotes a sexual service;

Is defamatory;

Is harassing or abusive;

Contains hateful or discriminatory speech;

Promotes or supports terror or hate groups;

Contains instructions on how to assemble explosive/incendiary devices or

homemade/improvised firearms;

Exploits or endangers minors;

Depicts or encourages self-harm or suicide;

Depicts (1) unlawful real-world acts of extreme violence, (2) vivid, realistic, or particularly

graphic acts of violence and brutality, (3) sexualized violence, including rape, torture, abuse, and

humiliation, or (4) animal cruelty or extreme violence towards animals;

Promotes fraudulent or dubious money-making schemes, proposes an unlawful transaction, or

uses deceptive marketing practices;

Contains false or misleading claims about (1) vaccination safety, or (2) health-related

information that has a serious potential to cause individual or public harm;

Contains false or misleading information about voting or seeks to obstruct voting;

Contains (1) claims that a real-world tragedy did not occur; (2) false claims that a violent crime

or catastrophe has occurred; or (3) false or misleading information (including fake news, deep

fakes, propaganda, or unproven or debunked conspiracy theories) that creates a serious risk of

material harm to a person, group, or the general public; or

Violates any applicable law.

5.3 Code of Conduct

In using our Services, you may not:

Use an offensive screen name (e.g., explicit language) or avatar (e.g., containing nudity);

Act in a deceptive manner or impersonate any person or organization;

Harass or stalk any person;

Harm or exploit minors;

Distribute “spam” in any form or use misleading metadata;

Collect personal information about others without their authorization;

Access another’s account except as permitted herein;

Act in a manner that would subject Zellor to industry-specific privacy regulations

Engage in any unlawful activity;

Embed our video player on or provide links to sites that contain content prohibited by Section

5.2; or

Cause or encourage others to do any of the above.

5.4 Prohibited Technical Measures

You will not:

Except as authorized by law or as permitted by us in writing: scrape, reproduce, redistribute,

frame, mirror, create derivative works from, decompile, reverse engineer, alter, archive, or

disassemble any part of our Services; or attempt to circumvent any of our security, rate-limiting,

filtering, or digital rights management measures;Remove or modify any logo, watermark, or notice of proprietary rights embedded on or in the

Services or any output thereof without our permission;

Submit any malicious program, script, or code;

Submit an unreasonable number of requests to our servers; or

Take any other actions to manipulate, interfere with, or damage our Services.

5.5 Restricted Users

You may not use our Services if you:

are a terror or hate group or a member thereof;

are subject to sanctions by a government such that we would be required to block your videos in

a substantial number of countries in which we provide service.

5.6 Accessibility and Ratings

We provide means to allow you to include closed captioning in your videos. If required by

applicable law, you must provide closed captioning in your videos.

We may allow you to filter videos based upon their user-defined content rating. We cannot

guarantee that videos will be appropriately rated by others. You must rate your videos

appropriately.

5.7 Marketing & Promotion Authorisation

The Company retains the right to feature your name, your company name, your company logo,

and/or video content as a reference for marketing or promotional activities on the Company’s

website and in other communications with current or prospective customers. You agree to

collaborate and offer reasonable assistance to the Company in promoting and advertising the

Services. If you prefer not to be included as a reference, please contact us at

[email protected] to request exclusion.

6. Licenses Granted by You

As between you and Zellor, you own and will retain ownership of all intellectual property rights in

and to the content you submit. In order to allow Zellor to host and stream your content, you

grant Zellor the permissions set forth below.

6.1 Your Video Content

Subject to the terms hereof, by submitting a video, you grant Zellor permission to:

Stream the video to end users;

Embed the video on third-party websites;

Distribute the video via our APIs;

Make the video available for download;

Transcode the video (create compressed versions of your video file that are optimized for

streaming);

Generate stills (i.e.,

“thumbnails”) from your video to represent it (if you have not selected one);

Automatically generate and display closed captions or subtitles from your video; and

Alter or enhance your video as directed by you.

If you have enabled a video privacy setting or disabled downloading or embedding, we will limit

distribution of your video pursuant to your selection. By enabling access to your video to any

third party, you grant each such person permission to stream (and/or download or embed, as

applicable) your video. For the purposes of this Section 6.1, your video includes its title,

description, tags, and other metadata.The license period begins when you submit the video to Zellor and ends when you or Zellor

delete it; provided that Zellor may retain archival copies: (a) for a limited period of time in case

you wish to restore it; (b) when the video is the subject of a takedown notice or other legal claim;

or (c) when Zellor in good faith believes that it is legally obligated to do so.

6.2 Account Profile

You grant Zellor permission to use your name, likeness, biography, trademarks, logos, or other

identifiers used by you in your account profile for the purpose of displaying such properties to

the public or the audiences you have specified. You may revoke the foregoing permission by

deleting your account. Zellor shall have the right to identify public profiles in its marketing and

investor materials.

6.3 Feedback

You may provide comments, suggestions, or other feedback concerning our Services. You grant

Zellor a perpetual and irrevocable right and license to use, copy, transmit, distribute, publicly

perform, and display such feedback in any manner without any compensation to you.

6.5 Scope of Licenses

All licenses granted by you in this Section 6:

(a) are non-exclusive, worldwide, and royalty-free;

(b) include the right and license to copy, use, distribute, publicly perform, and display the

licensed work for the purposes stated above; and

(c) include all necessary rights and licenses to allow us to exercise our rights and perform our

obligations. By granting these licenses, you waive any so-called “moral rights” that you may

have. Nothing in this Agreement shall be deemed a license “condition” applicable to Zellor;

rather, any breach of a term by Zellor hereof shall give rise to, at most, a claim for breach of

contract only. All licenses granted herein are in addition to any other licenses that you may grant

(e.g., a Creative Commons license).

7. Your Obligations

7.1 Representations and Warranties

For each piece of content that you submit to or through Zellor, you represent and warrant that:

You have the right to submit the content to Zellor and grant the licenses herein;

Zellor will not need to obtain licenses from any third party or pay royalties to any third party with

respect to the streaming or other permitted distribution of the content;

You have obtained appropriate releases (if necessary) from all persons who appear in the

content;

The content does not, and will not, infringe any third party’s rights, including intellectual property

rights, rights of publicity, moral rights, and privacy rights; and

The content complies with this Agreement and all applicable laws.

7.2 Indemnification

You will indemnify, defend, and hold harmless Zellor and its subsidiaries, parents, and affiliates,

and their and our respective directors, officers, employees, and agents, from and against all

third-party complaints, demands, claims, damages, losses, costs, liabilities, and expenses,

including attorney’s fees, arising from or relating to: (a) the content you submit to or through theServices; and (b) allegations of actions or omissions by you that (regardless if proven) would

constitute a breach of this Agreement.

8. Term and Termination

This Agreement begins when you first use our Services and continues so long as you use our

Service or have an account with us, whichever is longer. Paid accounts will continue for the

subscription period and will renew in accordance with Section 4 above. With respect to users

who do not have a subscription plan (i.e., free users), (a) Zellor may terminate this Agreement at

any time by providing thirty (30) days’ written notice, and (b) applicable users may terminate at

any time by deleting their accounts.

If you breach this Agreement, Zellor may, at its option: (a) terminate this Agreement

immediately, with or without advance written notice; (b) suspend, delete, or limit access to your

account (and other accounts you control) or any content within it; and (c) to the extent permitted

by applicable law, retain any amounts payable to you (which you forfeit). If Zellor deletes your

account for breach, you may not re-register.

In the event of any termination or expiration, the following sections will survive: Section 6.4

(Other Content; Feedback), Section 7.2 (Indemnification), Section 9 (Disclaimers), Section 10

(Limitation of Liability), Section 11 (Disputes, Arbitration, and Choice of Law), and Section 12

(General Provisions).

9. Disclaimers

ZELLOR PROVIDES THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU USE

THE SERVICES AT YOUR OWN RISK. You must provide your own device and internet access.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, AND TO THE EXTENT PERMITTED BY

APPLICABLE LAW, ZELLOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,

INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, AND NON-INFRINGEMENT. Among other things, Zellor makes no representations

or warranties:

That our Services, or any part thereof, will be available or permitted in your jurisdiction,

uninterrupted or error-free, completely secure, or accessible from all devices or browsers;

That we will host, make available, or remove any specific piece of content;

Concerning any content submitted by or actions of our users;

That any geo-filtering or digital rights management solution that we might offer will be effective;

That our Services will meet your business or professional needs;

That we will continue to support any particular feature or maintain backwards compatibility with

any third-party software or device; or

Concerning any third-party websites and resources.

10. Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW: (A) ZELLOR SHALL NOT BE LIABLE

FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR

EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, PROFITS,

GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF Zellor HAS BEEN ADVISED

OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) ZELLOR’S TOTAL LIABILITY TO YOU,EXCEPT FOR ZELLOR’S CONTRACTUAL PAYMENT OBLIGATIONS HEREUNDER (IF ANY),

SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO Zellor OVER THE TWELVE (12)

MONTHS PRECEDING YOUR CLAIM(S) OR ONE HUNDRED DOLLARS (USD $100),

WHICHEVER IS GREATER.

11. Disputes, Arbitration, and Choice of Law

If you are dissatisfied with our Services for any reason, please contact us first so that we can try

to resolve your concerns without the need for outside assistance.

11.1 Choice of Law

Any disputes relating to this Agreement or your use of our Services will be governed by the laws

of Ireland, without regard to principles of conflicts of law.

12. General Provisions

Reservation of Rights, Severability: Zellor reserves all rights not expressly granted herein.

Zellor’s rights and remedies are cumulative. No failure or delay by Zellor in exercising any right

will waive any further exercise of that right. If any term of this Agreement is found invalid or

unenforceable by a court of competent jurisdiction, that term will be limited or severed.

Force Majeure: ZELLOR will not be liable for any delay or failure caused by:

(a) acts of God/natural disasters (including hurricanes and earthquakes);

(b) disease, epidemic, or pandemic;

(c) terrorist attack, civil war, civil commotion or riots, armed conflict, sanctions or embargoes;

(d) nuclear, chemical, or biological contamination; (e) collapse of buildings, fire, explosion, or

accident;

(f) labor or trade strikes;

(g) interruption, loss, or malfunction of a utility, transportation, or telecommunications service;

(h) any order by a government or public authority, including a quarantine, travel restriction, or

other prohibition; or

(i) any other circumstance not within Zellor’s reasonable control, whether or not foreseeable

(each a “force majeure event”). In the event of a force majeure event, Zellor shall be relieved

from full performance of the contractual obligation until the event passes or no longer prevents

performance.

Relationship: You and Zellor are independent contractors of one another; neither party is an

agent, partner, or joint venturer of the other. This Agreement binds the parties and their

successors, personal representatives, and permitted assigns. You may not assign this

Agreement to any person whose account has been terminated by Zellor or who is prohibited

from registering; any such assignment will be void. Except as expressly stated herein, nothing in

this Agreement confers any right on any third party.

Entire Agreement: This Agreement constitutes the entire understanding of the parties and

supersedes all prior understandings regarding the subject matter hereof and may not be

modified except in accordance with Section 1 or in a document executed by authorized

representatives of Zellor. If you have a signed agreement with Zellor, any conflicting term of that

agreement will prevail over the terms hereof, but only as to the subject matter of that

agreement.The English version of this Agreement shall control. For convenience, we may provide

translated versions of this Agreement.

Notices: You must send any notices of a legal nature to us by email or to: [email protected]

Zellor Limited

27 Longford Terrace

Monkstown

A94Y2T6

Ireland