DAILYMOTION CLOUD SERVICE REFERRAL PROGRAM AGREEMENT This Agreement (the Agreement ) is made on (the Effective Date ) by and between Dailymotion SA, a corporation organized and existing under the laws of France with a share capital of 18 501 580,8 Euros and registered with the Paris Trade and Companies Registry under number 483 487 112, having its principal place of business at 140 Boulevard Malesherbes, 75017 Paris, France, duly represented for the purposes hereof by Mr. Cédric Tournay, in his capacity as Chief Executive Officer ( Dailymotion ), and, a company organized and existing under the laws of.., whose registered office is located at and, if applicable, is registered with the Trade and Companies Registry under number.. and duly represented by.. ( Partner ), Dailymotion and Partner may hereinafter be referred to, individually as a "Party" and collectively as the "Parties". INTRODUCTION In addition of its conventional free hosting video service available at www.dailymotion.com, Dailymotion has developed an additional video hosting service without advertisements, in exchange for payment, to respond to the specific needs to its customers regarding the storage, upload, administration, and broadcasting of the video content of their choice. Dailymotion is then offering an on-demand hosting service described at http://www.dmcloud.net which allows its customers to upload, manage and distribute their video content through a customizable and embeddable player and under various formats (the Dailymotion Cloud Service ). Partner has relationships with and frequent contact with business entities that might have a need for the Dailymotion Cloud Service. Partner and Dailymotion wish to enter into a referral relationship, under the terms of this Agreement, under which Partner will assist and cooperate with Dailymotion in identifying and marketing the Dailymotion Cloud Service to prospective customers and under which Partner may receive compensation subject to conditions specified herein. In consideration of the mutual agreements and covenants set forth below, the Parties agree as follows. 1. REFERRAL SERVICES Dailymotion hereby appoints Partner as a reseller of the Dailymotion Cloud Service during the Term of this Agreement (as defined in section 6) under the terms and conditions of this Agreement, and Partner accepts this appointment. 1.1 Prospection. In this regards, Partner will use reasonable efforts to identify potential new customers for the Dailymotion Cloud Service on a worldwide basis during the Term. 1.2 Referral requests. In order to submit a referral for Dailymotion s consideration (a Referral Request ), Partner shall (i) complete the referral form attached as Schedule A to this Agreement ( Referral Form ), then (ii) get such Referral Form signed by a duly representative of the prospective customer and (iii) send the duly signed Referral Form to Dailymotion by e-mail to partners@dmcloud.net or to any other email address or through any other mean that Dailymotion may otherwise specify. Dailymotion may modify the Referral Form or change the procedure for making referrals on 10 days
written notice. 1.3 Acceptance of Referral Requests. Dailymotion shall have sole and absolute discretion whether to accept or not a Referral Request. Dailymotion s acceptance of the Referral Request will be effective only after execution of the corresponding Referral Form by one of its duly representatives. A Referral Request accepted by Dailymotion will be termed an Accepted Referral. If Dailymotion does not accept a Referral Request by signing the corresponding Referral Form within 15 business days of its receipt (the Referral Date ), such Referral Request will be deemed to have been rejected. Once a Referral Request has been accepted by Dailymotion, Dailymotion and the prospective customer will sign the services agreement setting out the terms and conditions of the use of the Dailymotion Cloud Service by such customer. A prospective customer mentioned in an Accepted Referral will be termed an Accepted Customer once the Dailymotion Cloud Service agreement has been legally entered into between Dailymotion and such customer. For the sake of clarity, except for the Referral Requests, Partner shall not be allowed to sign any agreement in connection to the Dailymotion Cloud Service. For clarity and avoidance of doubt, (i) to be eligible for a referral fee as set out in section 3 for the Accepted Customers, an Accepted Referral must result in an executed agreement between Dailymotion and the Accepted Customer for the Dailymotion Cloud Service and (ii) Dailymotion shall have sole and absolute discretion whether to execute an agreement with a prospective Customer for the Dailymotion Cloud Service, even after acceptance of a Referral Request by Dailymotion. 1.4 Management of the Accepted Customers. Partner shall be the single key contact of the Accepted Customers, being agreed that Partner shall provide in particular to Accepted Customers (i) any training or formation needs of the Accepted Customers, (ii) roadmap integration (iii) any technical and/or commercial support services to Customers with all the good care needed to answer to the Accepted Customers needs. 2. MARKETING COOPERATION The Parties agree to cooperate actively and in good faith in marketing the Dailymotion Cloud Service to all the prospective customers, provided that Dailymotion will have sole responsibility and discretion whether or not to enter into any agreement to provide the Dailymotion Cloud Service to any party. Dailymotion authorizes Partner to use the tools and features set out in Schedule B attached and any future material provided by Dailymotion at its own discretion from time to time to promote the Dailymotion Cloud Service and demonstrate its functionality. In addition, Dailymotion may, from time to time, provide Partner, through the communication mean of its choice, in connection with this Agreement, with advertising, publicity or marketing materials (collectively Marketing Materials ). All Marketing Materials may be used only during the Term and only for the purpose of this Agreement and subject to such terms and conditions as Dailymotion may specify in writing. Partner shall not promote the Dailymotion Cloud Service by making some modification, adaptation, removal or addition to the Marketing Materials and/or to the terms and conditions applicable to such service as available at the following address: https://www.dmcloud.net/terms. In particular, Partner shall not propose to its prospective customers the possibility to make any change to the terms and conditions available at the URL address mentioned above. Subject to the terms and conditions of this Agreement, each party hereto hereby grants the other party hereto a non-exclusive, non transferable (except in connection with the assignment of this Agreement as expressly permitted herein), royalty-free, license to use its relevant trademarks and service name, logo and marks ( Marks ) during the Term solely to perform the marketing and promotional tasks authorized in this Agreement. Use of each party s Marks under this license shall not make any modification to the Marks provided by the other party and shall conform to any trademark usage guidelines and requirements provided in writing by the owner of such Marks. All use of Marks by the either party and any resulting goodwill shall accrue solely to the benefit of the owner of such Marks. For the sake of clarity, after termination of the Agreement, Partner shall not be authorized to use the Marks anymore and any use by Partner of terms such as "Supplier" or "Partner or Reseller in connection with the goods, services and products (including the Dailymotion Cloud Service) will be strictly forbidden. 3. REFERRAL FEES AND PAYMENT
3.1 Referral Fee. Subject to the Partner s respect of the terms and conditions of this Agreement, Dailymotion shall pay to the Partner a fee of 20% of the Dailymotion Cloud Service license fee received by Dailymotion from the Accepted Customers (the Referral Fee ) for the streaming and the storage of the content of the Accepted Customers (including any overage fees paid by the Accepted Customer beyond the agreed license fee) and only for a period of 3 (three) years from the execution of the Dailymotion Cloud Service agreement legally entered into and maintained between Dailymotion and each Accepted Customer. For the sake of clarity, the Referral Fee shall be applicable on any upgrades or modifications of the license fee payable by the Accepted Customers for the use of the Dailymotion Cloud Service in accordance with the terms and conditions of the corresponding agreement entered into between Dailymotion and the Accepted Customers). If Dailymotion is or in its reasonable discretion will be unable to collect any amount related to use of the Dailymotion Cloud Service from the Accepted Customers, then such amount shall be deemed as a bad debt and Partner shall not receive any Referral Fee in connection to such bad debt. Dailymotion shall use commercially reasonable efforts to collect any revenue due from Accepted Customers. No Referral Fee will be due on any other items than the actual license fee paid to Dailymotion by the Accepted Customers, and the Referral Fee specifically excludes payments on account of additional packages of media loads, API server calls, support fees, migration fees, module fees, initiation or setup fees, professional services or training, or any other fees of any kind payable by the Accepted Customers to Dailymotion pursuant to Dailymotion Cloud Service agreement entered into between them or otherwise. 3.2 Invoicing and payment. Within 30 (thirty) days following the end of each calendar month, Dailymotion will render to Partner detailed summary reports showing the computation of Partner s Referral Fees to which it is eligible to hereunder and received by Dailymotion during the previous calendar month, as such may be modified from time to time. Payment of the Referral Fee to Partner will be made by Dailymotion within 30 (thirty) days from the receipt of the corresponding invoice sent by Partner to Dailymotion. Payments to Partner will be made the same currency in which Dailymotion bills the applicable Accepted Customer, and will be net of any applicable taxes, rebates, credits, bad debts or refunds. Both Parties have decided that Dailymotion will not be required to submit any payment to Partner in an amount less than one hundred dollars ($100) or one hundred euros (100 ) and any amounts not paid shall carry forward on a monthly basis until that threshold is met. 3.3. Taxes. Each Party is responsible for paying any taxes (including withholding and sales taxes), duties, customs, tariffs or fees for which it is legally responsible. When required, such withholding fees and other taxes will be deducted from the total amount due to Partner, and in this case Dailymotion shall inform Partner of the amount of the taxes deducted. 4. REPRESENTATIONS, WARRANTIES AND COVENANTS 4.1 Corporate. Each Party represents and warrants at all times that: (i) it is duly organized and validly existing and in good standing under the laws of the place of its incorporation; (ii) it has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (iii) it is duly authorized to execute and deliver this Agreement and duly authorized to perform its obligations and exercise its rights hereunder; (iv) this Agreement is a legal and valid obligation, binding and enforceable in accordance with its terms; and (v) the execution, delivery and performance of this Agreement does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. 4.2 Reservation of Rights. All ownership rights, title, and interest in and to the Dailymotion Cloud Service, as such may be modified, upgraded, and/or enhanced from time to time will remain with and belong exclusively to Dailymotion. Partner shall not license, sublicense, transfer, assign or time share
the rights and authorizations granted through the terms and conditions of this Agreement. Dailymotion and its suppliers reserve all rights to Marketing Materials, including, without limitation, all rights under copyright and trademark law. No rights or permissions regarding Marks are granted other than the license expressly granted herein. Each party reserves all rights not expressly granted are reserved. Under no circumstances will this Agreement be construed as granting, by implication, estoppel or otherwise, a license to any intellectual or other property or components thereof other than as specifically granted in this Agreement. 4.3 Partner s representations and warranties. Partner (a) will not use, exploit, promote or market the Dailymotion Cloud Service except as may be expressly permitted in this Agreement, (b) will not use the Confidential Information of Dailymotion or access to the Dailymotion Cloud Service to design or create competing products or services or any derivative of the Dailymotion Cloud Service (c) will not modify or make derivative works based upon the Dailymotion Cloud Service, (d) will not reverse engineer, decompile or disassemble the Dailymotion Cloud Service (e) will not take any act to remove, obscure, interfere with or modify the presentation or functionality of any aspect of the Dailymotion Cloud Service (f) will not interfere with or disrupt the integrity or performance of the take any act to remove, obscure, interfere with or modify the presentation or functionality of any aspect of the Dailymotion Cloud Service or the data contained therein; (g) will not attempt to gain unauthorized access to the Dailymotion Cloud Service or its related systems or networks; (h) will not utilize the referral partner position granted herein in order to (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send infringing, obscene, threatening, libelous, or otherwise unlawful, unsafe, malicious, abusive or tortious material, including material harmful to children or violative of third party privacy rights; or (iii) send material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs and (i) will not remove, alter, obscure or delete any Dailymotion copyright notices from the take any act to remove, obscure, interfere with or modify the presentation or functionality of any aspect of the Dailymotion Cloud Service or from the Marketing Materials, or any product identification, trademark, trade name, confidentiality, patent marking, proprietary or other notices or legends contained on or within the Dailymotion Cloud Service or the Marketing Materials. For clarity, this provision does not restrict Partner from creating, deploying, distributing or otherwise exploiting any product, service or technology, even if competing with or having similar functionality to the Dailymotion Cloud Service, as long as the same is carried out without breaching these restrictions. Partner is not authorized to make any representations, warranties, covenants or promises of any kind to any third party (including any prospective customers) with respect to Dailymotion and the Dailymotion Cloud Service. 4.4 Indemnification. Partner shall defend, indemnify and hold Dailymotion, its Affiliates, employees, officers, directors and shareholders harmless against any loss or damage (including reasonable attorneys' fees) incurred as a result of claims, suits, or proceedings brought against Dailymotion by a third party (including the Accepted Customers) based on (i) any Partner s breach of its obligations, representations and covenants and (ii) any failure or alleged failure of Partner to comply with any applicable law, rule or regulation. 4.5 Warranty Disclaimer. EXCEPT AS EXPRESSLY STATED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DAILYMOTION MAKES NO WARRANTY, CONDITION, REPRESENTATION, TERM, UNDERTAKING OR GUARANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE DAILYMOTION CLOUD SERVICE OR OTHERWISE WITH RESEPCT TO THE SUBJECT MATTER OF THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DAILYMOTION HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS, TERMS, REPRESENTATIONS, UNDERTAKINGS AND GUARANTIES, INCLUDING, WITHOUT LIMITATION, ANY WITH RESPECT TO TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, NONINFRINGEMENT,OR FITNESS FOR A PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DAILYMOTION S LIABILITY UNDER ANY IMPLIED OR STATUTORY WARRANTY, CONDITION, TERM, REPRESENTATION, UNDERTAKINGS OR GUARANTY WHICH CANNOT BE LEGALLY EXCLUDED IS LIMITED IN RESPECT OF THE SERVICES TO SUPPLYING THE SERVICES AGAIN. THE DAILYMOTION CLOUD SERVICE MAY BE SUBJECT TO INTERRUPTION, LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF INTERNET APPLICATIONS AND ELECTRONIC COMMUNICATIONS AND
DAILYMOTION IS NOT RESPONSIBLE FOR ANY SUCH DELAYS, MISDELIVERY, UNTIMELY DELIVERY, DELIVERY FAILURES, OR ANY OTHER DAMAGE RESULTING FROM EVENTS BEYOND DAILYMOTION'S REASONABLE CONTROL. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON DURATION OR THE EXCLUSION OF AN IMPLIED WARRANTY, SO THE LIMITATIONS HEREIN MAY NOT APPLY. 4.6 Damage limitation. Except with regard to (i) breach of a party s confidentiality or payment obligations and/or (ii) breach of the provisions set out in this section 4, (a) in no event will either party be liable to the other for any incidental, consequential, or other indirect loss or damage, including loss of profits and (b) each party s entire liability for any and all claims, losses, damages, or expenses from any cause whatsoever shall be limited to direct, proven damages in an amount not to exceed 10.000 (ten thousand Euros) in the aggregate for all such claims. 5. CONFIDENTIALITY From time to time, in connection with this Agreement, either party (the Disclosing Party ) may disclose or make available to the other party (the Receiving Party ) non-public information, including the terms of this Agreement and any referrals hereunder ( Confidential Information ) which may be in oral or in physical form. Each Receiving Party agrees that: (a) it will use Confidential Information of the other party solely for the purpose(s) of this Agreement; and (b) it will take all reasonable precautions to ensure that it does not disclose Confidential Information belonging to the Disclosing Party to any third party (other than the Receiving Party s employees on a need-to-know basis who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein) without first obtaining the Disclosing Party s written consent. The Parties agree that such confidentiality obligation shall survive during and after the Term of this Agreement, but for no longer than two (2) years from the Effective Date. The Receiving Party will be responsible for any breach of this section by its employees, representatives and agents. This Agreement does not affect or diminish any obligation that the parties may have to one another under any other agreement regarding confidentiality. 6. TERM AND TERMINATION 6.1 Term of the Agreement. The Agreement shall take effect on the date of signature of this Agreement and shall continue for an indefinite term. 6.2 Termination of the Agreement. 6.2.a Termination for convenience. The Parties agree that either Party may terminate this Agreement at any time by sending a mail to the other party s address as indicated in this Agreement or by sending an email to: -the email address given by Partner in its registration form if termination by Dailymotion. -the email address partners@dmcloud.net if termination by Partner. The termination will be effective 10 (ten) days after sending the email notification. 6.2.b Termination for cause. If at any time a Party commits a breach of any of the provisions of this Agreement and the breach is not remedied within 5 (five) calendar days after receipt of a written notice of the breach sent by registered mail, the notifying Party may immediately terminate the Agreement by serving written notice of termination to the other Party In addition, either party may terminate this Agreement immediately, if the other party becomes insolvent, makes any assignment for the benefit of creditors, goes into liquidation or has a receiver or trustee appointed for the benefit of creditors, or seeks the protection of, or has a proceeding instituted against it, under the Bankruptcy Code or any similar law or statute 6.2.c Termination consequences. Upon termination of this Agreement for any reason whatsoever Partner shall cease to have the right pursuant to this Agreement to use any Marketing Materials and Dailymotion s Marks or to promote, use, market the Dailymotion Cloud Service and any licenses to Partner set out in this Agreement shall automatically terminate. Notwithstanding the foregoing, the payment of the Referral Fees generated from agreements entered
into between Dailymotion and Accepted Customers before the termination date as set out in section 3 shall survive the termination of the Agreement and will remain applicable until the end of the 3 (three) years of referral period set forth in such section. Any termination of the Agreement shall be without prejudice to any other rights or remedies a Party may be entitled to under those contracts or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision of those contracts which is expressly intended to come into or continue in force on or after such termination and in particular the following sections of this Agreement shall continue in full force and effect: 3 (as stated above) 4, 5, 6, 7 and 8. 6.2 Termination of the Accepted Referrals. 6.2.a Termination of the Accepted Referral by the Accepted Customers. Any Accepted Customer may terminate the Accepted Referral at any time by sending with a 10 (ten) days prior written notice to Dailymotion (at partners@dmcloud.net) and Partner (at the email address indicated in the Referral Form) without terminating the Dailymotion Cloud Service agreement it has entered into with Dailymotion. In case of signature by the Accepted Customers of a new Referral Request provided by any other referral partner of Dailymotion, whatsoever the reason, shall be deemed as a termination of the Accepted Referral with Partner, being agreed that the accepted referral signed between Dailymotion, the other referral partner and the Accepted Customer shall be then the only referral applicable. The Accepted Customers shall inform Dailymotion and Partner by sending with a 10 (ten) days prior written notice to partners@dmcloud.net) and the Partner s email address indicated in the Referral Form. 6.2.b Termination of the Dailymotion Cloud Service agreement entered into between Dailymotion and the Accepted Customers. Any termination of the Dailymotion Cloud Service agreement entered into between Dailymotion and the Accepted Customers, whatsoever the reason, shall be deemed as a termination of the Accepted Referral. 6.2.c Termination Consequences. Upon occurrence of any of the termination cases set out in this section, for any reason whatsoever, Partner shall not be entitled to receive any Referral Fee for the corresponding Accepted Customer. 7. AMENDMENTS Subject to notice to Partner, Dailymotion may modify all or part of the Agreement, at any time and at its sole discretion. If Partner does not agree to these changes, Partner is free to terminate this Agreement in accordance with Section 6.1. In the absence of termination, the changes made to the Agreement will be deemed accepted by Partner. 8. GENERAL TERMS 8.1. Force majeure. Neither Party shall be liable to the other for any delay or failure perform its obligations under this Agreement as a result of natural disasters, actions or decrees or governmental bodies, communication line failures not the fault of the affected Party, or any other delay or failure which arises from causes beyond a Party s control. 8.2 Assignment. Neither Party may assign, transfer or otherwise delegate its rights and/or obligations hereunder to any Person without the consent of the other Party; provided, however, that no consent shall be necessary from the non-assigning Party in the event of an assignment of this Agreement: (i) to an affiliate of the assigning Party (it being agreed that the assigning Party shall remain liable hereunder in the event of any such assignment) and/or (ii) to any successor entity(ies) in connection with a merger, acquisition or consolidation, spin-off, divestiture or sale of all or substantially all of the assets or business of such Party.
8.3 Independence of the Parties. Both Parties have entered into this Agreement as independent contractors, both legally and financially. This Agreement shall accordingly in no way constitute joint entity, agency relationship, joint venture or partnership or any relationship of an employer and employee as between the Parties nor shall either party hold themselves out as being part of such an entity or relationship. 8.4 Severability. If one or more of the terms of this Agreement is considered to be invalid as such or as a result of the application of a law, regulation, or the decision of a competent body having jurisdiction, it will be treated as not forming part of this Agreement and all other conditions will remain in force. 8.5 No Waiver. No failure by a Party to exercise any of its rights under this Agreement in relation to a failure to comply by the other Party shall operate as a waiver thereof. 8.6 Governing Law and Jurisdiction. This Agreement shall be governed by, and subject to the laws of France. In the event of a dispute between the Parties resulting from the construction, application and/or performance of this Agreement, and in the absence of an amicable settlement, exclusive jurisdiction shall be granted to the Paris Court, notwithstanding multiple defendants or third party claims, even for emergency proceedings and protective procedures. 8.7 The present Agreement shall constitute the entire agreement and understanding between the applicable parties with respect to all matters which are referred to in this Agreement and the subject matter of it and shall supersede any previous agreements, letter of intents, prior drafts, undertakings, representations, warranties and arrangements of any nature whatsoever (whether or not in writing) between those parties in connection with the subject matter of this Agreement. SIGNATURE Dailymotion Authorised Dailymotion Signature Typed or Printed Name Title SIGNATURE Partner Authorised Partner Signature Typed or Printed Name Title
Schedule A Referral Form Template Referral Partner s Information Partner s name Partner s address (with city, state and zip code) Partner s contact name Partner s contact phone number Partner s contact email Prospect Information Prospect s name Prospect s address (with city, state and zip code) Prospect s primary contact name Prospect s primary contact phone number Prospect s primary contact email Opportunity information Please indicate the URL address of the prospect s website(s), if any Does prospect have videos currently streamed on its/their? Estimated number of videos streamed per month? Estimated bytes volume stockage needed? By signing this Referral Form, Prospect acknowledges and agrees that: - the Referral Partner shall be its single key contact, being agreed that Referral Partner shall be the party providing in particular (i) any training or formation needs, (ii) roadmap integration (iii) any technical and/or commercial support services; - its use of the Dailymotion Cloud Service shall be subject to the execution of a specific and separate agreement with Dailymotion, being agreed that Dailymotion shall have sole and absolute discretion whether to execute such agreement or not, even after acceptance of this Referral Form; - once such agreement mentioned above entered into Dailymotion and Prospect, Dailymotion shall pay to the Referral Partner a referral fee on the amounts actually received by Dailymotion from Prospect for the streaming and the storage of its content on the Dailymotion Cloud Service;
- prospect may terminate this Referral at any time by sending with a 10 (ten) days prior written notice to Dailymotion (at partners@dmcloud.net) and Referral Partner (at the email address indicated in this Referral Form) without terminating the Dailymotion Cloud Service agreement it has entered into with Dailymotion; - in case of signature by the Prospect of a new referral form provided by any other referral partner of Dailymotion, whatsoever the reason, shall be deemed as a termination of this Referral with the Referral Partner mentioned above, being agreed that the accepted referral form signed between Dailymotion, the other referral partner and the Prospect shall be then the only referral applicable. The Prospect shall inform Dailymotion and the Referral Partner by sending with a 10 (ten) days prior written notice to partners@dmcloud.net) and Referral Partner (at the email address indicated in this Referral Form) without terminating the Dailymotion Cloud Service agreement it has entered into with Dailymotion. In the event of any conflict between this form and the Dailymotion Cloud Service Agreement entered into between the Prospect and Dailymotion, the provisions of this form shall prevail. REFERRAL PARTNER Signature: Name: Title: Date: PROSPECTIVE CUSTOMER Signature: Name: Title: Date: DAILYMOTION Signature: Name: Title: Date:
Schedule B Material provided by Dailymotion - Free trial account on the Dailymotion Cloud Service, provided that Partner had accepted the terms and conditions of the Dailymotion Cloud Service available at the following address https://www.dmcloud.net/terms - A 20% discount on the public prices applicable to all the Dailymotion Cloud Service licenses proposed by Dailymotion