UTC v.180611 – Page 1. Universal Terms and Conditions. by and between: (“ON24”) (“Client”). ON24, Inc. Blackstone Administrative Services Partnership L.P. 50 Beale Street, Eighth Floor 345 Park Avenue. San Francisco, CA 94105 New York, New York 10154. ON24 and Client enter into these Universal Terms and Conditions as of December 31, 2018 (the "Effective. Date"). Accepted by: Blackstone Administrative Services. Partnership L.P. by Blackstone Holdings I – Sub. GP L.L.C., its general partner Accepted by: Client ON24, Inc. Date Date. Signature Sharat Sharan, CEO / Steven Vattuone, VP Finance. William Murphy, Chief Technology Officer. Print Name and Title of Person Signing. By signing above, the parties agree to be bound by the following terms and conditions: 1) Introduction. a) ON24 owns and operates an application platform (the “Platform”) that facilitates the creation and management of (i) broadcasts of. streaming audio and/or video over the internet (each a “Webcast” or “Event”), as well as (ii) virtual environments, virtual events, virtual. briefing centers and virtual trade shows (each a “Virtual Environment”). Client can order the provisioning of Webcasts, Virtual. Environments and/or other services from ON24 (collectively, the “Services”) by entering into a Master Services Agreement, Subscription. Agreement, Services Agreement or a similar written agreement with ON24 that expressly incorporates by reference these Universal. Terms and Conditions (each an “Agreement”, or “Subscription Agreement”). A “Work Order” is an ordering document executed pursuant. to an Agreement for the purchase of Services by Client (and for purposes of these Terms shall hereinafter be considered an Agreement). These Universal Terms and Conditions may be referred to herein as these “Terms.” These Terms shall remain in full force and effect. as long as any Agreement which incorporates by reference these Terms remains in effect. 2) Use of Services. a) In connection with an Agreement, Client may be provisioned one or more accounts on the Platform (“Accounts”). Accounts may only be. used by Client and its authorized representatives to create and manage Events and Virtual Environments to be watched, visited or. otherwise used, as the case may be, by individuals who register for or access Client’s Events and/or Virtual Environments (each an. “Attendee”). Client shall safeguard login credentials to the Accounts and shall be responsible for all use of Services through the Accounts. b) If the total number of Attendees connected to or attempting to connect to an Event exceeds the “Attendee Limit” (which is presently. 2,500 concurrent Attendees, and may be increased by ON24 from time-to-time and shall not be decreased), ON24 reserves the right to. deny additional connections and/or disconnect existing Attendees. Client agrees to notify ON24 at least ten (10) business days prior to. any Event for which it desires to exceed the Attendee Limit. Should Client timely notify ON24, ON24 will try to accommodate reasonable. limit increase requests made by Client for an Event. 3) Use Restrictions. a) Client agrees to use the Platform and Services in compliance with applicable law and shall not: (i) permit any third party to use the. Platform or Services except as permitted herein or in an Agreement; (ii) modify, reverse engineer, disassemble, or decompile the. Platform, or cause or permit others to do so; (iii) use the Platform or Services in order to (A) build a competitive product or service, or. (B) copy any ideas, features, functions or graphics of the Platform or Services; (iv) remove or modify any title, trademark, copyright. and/or restricted rights notices or labels from the Platform or Services; (v) create derivative works based on the Platform or otherwise. Brad Eisenberg Digitally signed by Brad Eisenberg. Dec 20, 2018. DocuSign Envelope ID: 686D4E86-0382-426B-86CE-0DE872A41E4C. 12/20/2018 12/20/2018. awa =» nn. Legal Review. BY: Date: Now, $e Q. NT Wag “mn Wy oi 4. AN BY BLE bs. Sijisar. Vigo inge. UTC v.180611 – Page 2. violate ON24’s intellectual property rights; (vi) use Platform or Service on a service bureau basis; or (vii) use the Platform or Services in. any manner inconsistent with these Terms. 4) Billing and Payment. a) Client shall pay all undisputed fees specified in an Agreement as well as the undisputed fees payable for any additional Services ordered. or used by Client. All fees shall be paid in U.S. Dollars, unless another currency is specified in the applicable Agreement. b) Client understands and agrees that Client incurs the obligation to pay fees by the purchase, not the usage, of Services. Payment. obligations are non-cancelable, and except as otherwise expressly specified set forth in this Agreement, paid fees are non-refundable. c) The fees payable for a Service shall be as set forth in the applicable fee schedule included in the applicable Agreement (each a “Fee. Schedule”). d) Should Client order or use a Service not listed on a Fee Schedule, the price for such Service shall be ON24’s price as of the date hereof, which Client hereby agrees to pay. e) All fees are exclusive of taxes, levies, or duties that may be imposed by taxing authorities. Other than taxes based on or measured by. ON24’s gross or net income, gross or net receipts (including capital gains or minimum taxes) or capital, doing business, excess profits, net worth, franchise, property and ON24 personnel-related taxes, Client shall be responsible for paying all taxes, levies, or duties. applicable to its purchases from ON24, even if such amounts are not listed in an Agreement. Client shall not be responsible for paying. the same to the extent Client has provided ON24 with a valid tax exemption or direct pay certificate that exempts Client from such. payment. Client shall reimburse ON24 for any taxes assessed and lawfully imposed on Client which have been paid by ON24 on behalf. of Client. f) If an Agreement does not include billing and payment terms, then with respect to that Agreement (i) ON24 shall invoice Client for all fees. payable thereunder upon its execution, and (ii) Client shall pay all fees within sixty (60) days of receipt of invoice. Client is responsible. for providing complete and accurate billing and contact information to ON24 and for notifying ON24 of any changes to such information. Client shall provide ON24 with written notice of any dispute or disagreement with invoiced fees within ninety (90) days of receipt by Client. of the applicable invoice. After the parties agree on the Services to be purchased, ON24 shall provide Client with a draft of the. Subscription Agreement, and Client shall create a purchase order (“PO”) based on such draft Subscription Agreement. After ON24. receives a PO from Client and confirms the Services listed on such PO match the draft Subscription Agreement, the parties shall execute. the Subscription Agreement.. Once the relevant Subscription Agreement is executed, ON24 will invoice Client with the same line item. detail (including discounts) as contained in the purchase order including the purchase order number. If the purchase order number has. been omitted or is incorrect, the invoice shall be rejected by Client for re-submission by ON24 which resubmission shall restart the. calculation of the time within which payment by Client of undisputed invoices are due. If ON24 does not invoice Client for any fees or. related expenses within one hundred and eighty (180) days after the date of the original invoice on which the same should have. appeared, ON24 shall be deemed to have waived the right to be paid for such fees and expenses and ON24 may not subsequently. submit to Client any invoices for such fees and expenses. All invoices shall be sent to Client at the following email address: BXii-Finance- Invoices@Blackstone.com. g) Client shall reimburse ON24 for all direct third party expenses, costs, cancellation fees and penalties that are imposed on ON24 as a. result of Client’s cancellation, delaying or rescheduling of Webcasts or other Services for which ON24 was unable to reduce or avoid. h) If any amount owed by Client is 60 days or more overdue, ON24 shall provide written notice to Client and Client shall have thirty (30). days from receipt of such notice to cure the overdue condition of its Account. In the event Client fails to cure the overdue condition of its. account within thirty (30) days after receipt of such latter notice from ON24, then ON24 may, without liability and without limiting its other. rights and remedies suspend Services under such Agreement until such amount is paid in full. 5) Confidential Information. a) As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party. (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be. confidential given the nature of the information and the circumstances of disclosure. Confidential Information of the Client includes, without limitation, Client Information (as defined below). Confidential Information of ON24 includes, without limitation, the Services, the. Platform, and, except as otherwise provided herein, pricing and other terms related to Services presented to Client by ON24. These. Terms and all Agreements shall be Confidential Information of each party. The Receiving Party shall in no way use or duplicate or. disclose any Confidential Information of the Disclosing Party, except as specifically contemplated by these Terms or with the prior written. consent of the other party or as required by law and shall hold the Disclosing Party’s Confidential Information in confidence and will. protect such Confidential Information from unauthorized disclosure or use with at least the same degree of care used to protect its own. confidential or proprietary information (but not less than a reasonable degree of care) during the term of this Agreement and thereafter. The Receiving Party shall notify and reasonably cooperate with the Disclosing Party immediately upon discovery of any unauthorized. use or disclosure of Confidential Information of the Disclosing Party. Nothing in this Agreement is intended to grant any intellectual. property rights or other rights to the Receiving Party in the Confidential Information of the Disclosing Party which shall retain all right, title and interest in and to such Confidential Information. Confidential Information shall remain confidential until such time it becomes. publicly known and made generally available through no action or inaction of the Receiving Party. b) These Terms impose no obligation upon the Receiving Party with respect to the Disclosing Party’s Confidential Information which the. Receiving Party can establish by legally sufficient evidence: (i) was, prior to its receipt from the Disclosing Party, in the possession of, or rightfully known by, the Receiving Party, without an obligation to maintain its confidentiality; (ii) is or becomes generally known to the. public without violation of these Terms or without a violation of an obligation of confidentiality owed to the Disclosing Party; (iii) is obtained. by the Receiving Party in good faith from a third party having the right to disclose it without an obligation of confidentiality; or (iv) is. independently developed by the Receiving Party without reference to Confidential Information of the Disclosing Party. DocuSign Envelope ID: 686D4E86-0382-426B-86CE-0DE872A41E4C. UTC v.180611 – Page 3. c) Each party understands that the Disclosing Party’s Confidential Information constitutes valuable business assets of the Disclosing Party. and the unauthorized disclosure of Confidential Information may irreparably harm the Disclosing Party. In the event of breach or. threatened breach of obligations pertaining to Confidential Information by the Receiving Party, the Disclosing Party shall be entitled to. seek injunctive relief and any other remedy available at law or equity. The Receiving Party will return to the Disclosing Party, or destroy. at the Disclosing Party’s request, any and all of the Disclosing Party’s Confidential Information in the Receiving Party's possession or. control and, if destroyed, provide the disclosing party with written confirmation of such destruction. d) Client shall not publish the formal results of any benchmark of the Services’ performance, except with ON24’s prior written consent. 6) Ownership; Client Information. a) For purposes of these Terms, “Intellectual Property” shall mean unpatented inventions, patent applications, patents, copyrights, trademarks, service marks, trade names, trade dress, domain names, know-how, technology, business methods and processes, trade. secrets, and all other intellectual property and proprietary rights, and all developments, enhancements, derivatives, improvements, modifications or extensions thereof, anywhere in the world. b) As between ON24 and Client, ON24 retains all right, title and interest in and to the Platform, the Services, all other ON24 Intellectual. Property, and any improvement or modification thereto or thereof regardless of who pays for such improvement or modification. ON24’s. licensors and suppliers own all right, title and interest to Third Party Applications (as defined below) that ON24 may make available as. part of or in connection with the Platform or Services. c) ON24 alone will own and use at its own risk all right, title and interest, including all related Intellectual Property, in and to any suggestions, ideas, feedback, improvements, or recommendations created, conceived, or reduced to practice, by or on behalf of the Client or any. Attendee, relating to the Platform or other ON24 proprietary rights (collectively, “Submissions”) provided that such Submissions do not. specifically identify, directly or indirectly, Client, any individual or any Attendee. ON24 shall bear sole and entire responsibility for ensuring. that the Suggestions have been fully anonymized, and that no individuals are identifiable from such Submissions, whether in isolation or. in combination with other available information. d) As between ON24 and Client, Client retains all right, title and interest in and to all materials and data it enters into the Platform or. otherwise provides to ON24 under an Agreement, including, but not limited to, slides, audio files, video files, recordings generated from. an Event, and photographs (“Client Materials”), any contact information or other personally identifiable information of Attendees of. Client’s Events and Virtual Environments (“Attendee Data”), Personal Data and all other Intellectual Property of Client any data or. information relating to Client, generated by and/or through Client’s access to and/or use of the Services, or which was acquired by ON24. from Client (together with the Client Materials, Personal Data and Attendee Data, the “Client Information”). e) Client hereby grants ON24 the right to use Client Information to the extent needed by ON24 to provide the Services to Client. Client. acknowledges that ON24 does not exercise any control over the content of Client Information. Client shall bear the sole responsibility. to ensure that all Client Information, and Client’s use and collection thereof, complies with all applicable laws and regulations. ON24. has no obligation, and expressly disclaims any obligation to review Client Information for accuracy or for any other reason. f) As long as ON24 is not in breach of this Agreement, ON24 may use Client Confidential Information and Personal Data in an anonymized. manner to obtain aggregated and statistical data derived from the operation of the Service, including information about Client’s and/or. its Attendees’ usage of the Services in an aggregate and anonymous manner, compile statistical and performance information related. to the provision and operation of the Services, and may make such information publicly available, provided that such information does. not specifically identify, directly or indirectly, Client, any individual or any Attendee. ON24 shall bear sole and entire responsibility for. ensuring that the aggregated data have been fully anonymized, and that no individuals are identifiable from such aggregated data, whether in isolation or in combination with other available information. g) ON24 has implemented commercially reasonable safeguards to protect the Platform and the Client Information (defined below) that. ON24 processes via the Platform. The parties acknowledge, however, that the security of transmissions over the internet cannot be. guaranteed. ON24 will not be responsible for Client’s access to the internet, for any interception or interruption of any communications. through the internet, or for changes to or losses of data through the internet. h) Client may access and download Client Information related to an Event that is stored in the Platform by accessing their account during. the period in which such Event is made available on an on-demand basis as listed in the applicable Agreement (“On-Demand Access. Period”). Client acknowledges that ON24 may maintain in its backup archive unaltered copies of Client’s Webcasts which are. Confidential Information and which will be afforded treatment as Confidential Information as long as in ON24’s possession or under its. control, but shall have (i) no obligation to store any Client Information beyond the On-Demand Access Period, and (ii) no liability for the. deletion or destruction thereof thereafter. 7) Privacy & Security. a) ON24 is a data processor and Client is the data controller, as these terms are defined under applicable data protection laws, including. the EU General Data Protection Regulation (the “GDPR”). The ON24 Data Processing Terms (the “DP Terms”), located at. http://www.on24.com/dp-terms, will apply to the Processing of Personal Data (both terms as defined in the DP Terms) on behalf of Client. and its authorized users in the provision of the Services. Except to the extent otherwise expressly agreed to in writing, the terms of the. DP Terms, effective the later of May 25, 2018 or the date Client has executed these Terms, are hereby incorporated by reference into. and shall apply to these Terms. The parties agree to comply with the terms of the DP Terms. b) Client is responsible for ensuring that the collection, use, processing, and transfer of Client Information, including any Personal Data. relating to the Services or to the use of the Platform by or on behalf of Client and any of its and authorized users (including affiliated. entities, personnel and agents), complies with applicable laws, rules and regulations, including those relating to privacy, marketing, and. data protection. Client acknowledges that ON24 is headquartered in the United States, and agrees that Client Information will be. transferred to or accessed by ON24 (and its service providers, agents and affiliates) in the United States and other jurisdictions where. we operate. As set forth in the ON24 Platform Privacy Policy (which is available at http://portal.on24.com/w3c/privacy.html), ON24 has. DocuSign Envelope ID: 686D4E86-0382-426B-86CE-0DE872A41E4C. UTC v.180611 – Page 4. certified its adherence to and will comply with the EU-U.S. and Swiss-U.S. Privacy Shield Principles (collectively, “Privacy Shield. Principles”), with respect to the Personal Data from EU and Switzerland that ON24 receives and processes on behalf of Client and its. authorized users in the United States. ON24’s will process Client Information on behalf of Client, as set forth the ON24 Platform Privacy. Policy, and may be updated from time-to-time. Client can review the Privacy Shield Principles, learn more about Privacy Shield, and. view ON24’s Privacy Shield certification at https:/www.privacyshield.gov/. c) Client will post and make available any necessary privacy notice and obtain any necessary consent from individuals or third parties. regarding the collection, use, processing and transfer (including any cross-border transfer) of Client Information relating to the Services. and use of the Platform. Client acknowledges that it may make a privacy notice available through the Platform, and may incorporate. custom consent statements, as part of the Event creation and setup through the Platform. 8) Warranties. a) ON24 and Client each represents that it has validly entered into these Terms and each Agreement and has the legal power to do so. b) ON24 represents and warrants that it will provide the Services (i) in a professional manner, consistent with generally accepted industry. standards, (ii) free from malware, viruses, worms, Trojan horses, and trap doors, and (iii) in material conformance with any descriptions. thereof in the applicable Agreement which conformance shall not be materially decreased during the term and (iii) ) it will comply with all. applicable laws, regulations, and ordinances applicable to its performance under this Agreement. . The foregoing warranties in this. subsection shall not apply to any Third Party Applications. c) EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS. AVAILABLE” WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, AND CLIENT’S USE OF THE PLATFORM AND. SERVICES IS AT CLIENT’S OWN RISK, AND ON24 MAKES NO OTHER REPRESENTATION OR WARRANTY, EXPRESS OR. IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED OR STATUTORY. WARRANTY OF [NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT MERCHANTABILITY OR FITNESS FOR A PARTICULAR. PURPOSE OR ANY IMPLIED WARRANTY ARISING OUT OF COURSE OF CONDUCT, USAGE OR TRADE PRACTICE, AND ON24. DOES NOT WARRANT THAT THE PLATFORM AND SERVICES WILL BE PROVIDED ERROR-FREE, OR UNINTERRUPTED. ON24. SHALL HAVE NO LIABILITY WHATSOEVER FOR THE ACCURACY, COMPLETENESS OR TIMELINESS OF ANY CLIENT. INFORMATION. ON24 NEITHER WARRANTS THAT CLIENT, IN USING THE PLATFORM AND SERVICES, WILL OBTAIN THE. RESULTS THAT CLIENT INTENDS, NOR THAT THE PLATFORM AND SERVICES WILL BE ADEQUATE FOR OR ACHIEVE THE. BUSINESS PURPOSES AND REQUIREMENTS OF CLIENT. ON24 MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO. ANY THIRD PARTY APPLICATIONS. d) Client represents and warrants that: (i) its use of the Platform and Services, including the transfer of Client Information to ON24 and any. Client Information comprising an Event, will not contravene any rule, law or regulation, (ii) it will not knowingly or willfully use the Platform. and Services in any manner that could damage, disable, overburden, impair or otherwise interfere with ON24’s operation of the Platform;. (iii) Client will comply with its obligations set forth in Section 7 (Privacy & Security), and Client has or will secure whatever legal authority. or consent may be necessary for use, storage, processing and transfer by ON24, including international cross-border transfer, of Client. Information as contemplated by these Terms. Client acknowledges that ON24 will not be processing, or reviewing for legality any Client. Information but will merely be offering and enabling the transmission of Client Information. Client acknowledges that ON24 shall have. the right to remove or disable any Client Materials that it reasonably deems to be pornographic, libelous, offensive, illegal or otherwise. objectionable but that this right shall not excuse Client from full responsibility arising from any such material. 9) Indemnification. a) Subject to these Terms, ON24 shall defend and hold Client and its Affiliates and its or their respective officers, directors, employees, and agents (together with the Customer, collectively “Client Indemnified Persons”) harmless on an ongoing basis against any and all. claims, demands, suits, proceedings, damages, losses liabilities and expenses (including, but not limited to, any judgement, arbitration. award or court approved settlement and reasonable attorneys’ fees) (“Claims”) made or brought against Client by a third party (i) alleging. that use of the Platform or Services by Client in accordance with these Terms or an Agreement infringes or misappropriates the. intellectual property rights of a third party, (ii) arising from the gross negligence (including breach of confidentiality obligations), willful. misconduct or fraud of ON24 and/or its contractors, employees, or agents in the performance of their duties under this Agreement, or. (iii) based upon any failure by ON24 or its employees, agents, contractors to comply with applicable law and regulations in the. performance of their duties under this Agreement provided that Client (i) promptly gives written notice of the Claim to ON24 (provided. that the failure to give prompt notice shall not relieve ON24 of its obligations pursuant to this Section except and only to the extent that. ON24's ability to defend such claim against the Client is materially prejudiced as a result of such failure); (ii) gives ON24 sole control of. the defense and settlement of the Claim (except that ON24 shall obtain the express prior written approval of the Client Indemnified. Persons for any settlement that requires any specific performance or non-pecuniary remedy by the Client Indemnified Persons, requires. the actual payment of any amount by the Client Indemnified Persons or does not provide an unconditional release to the Client. Indemnified Persons.); and (iii) provides to ON24, at ON24’s cost, reasonable assistance. The Client may retain its own counsel, at its. own expense, subject to ON24’s rights herein. The foregoing obligations of ON24 shall not apply to the extent third party Claims of. infringement that arise in whole or in part in connection with, as a result of, or that are directed at: (A) any modifications of the Platform. or Services by Client not made by or on behalf of ON24; (B) any bundling, combination, or integration of the Platform or Services with. any non-ON24 products, processes, software, hardware or materials by Client, if the applicable infringement claim would have been. avoided absent such bundling, combination or integration; or (C) use of the Platform or Services other than in accordance with these. Terms or an Agreement and, in such case, ON24’s liability under this section shall be apportioned to the extent such claim was. occasioned by Client. In the event of a Claim under this subsection, or if ON24 has a reasonable belief that a Claim is likely, ON24 may, at its option and expense, (1) procure for Client the continued right to use the Platform or Services; (2) provide alternate services that. provide capabilities similar to those of the Platform or Services, as applicable; or (3) if (1) and (2) are not practical, terminate the applicable. Agreement and refund all prepaid fees for Services that remain undelivered at the time of termination. ON24’s obligations under this. subsection shall not apply to any Third Party Applications. EXCEPT FOR CLIENT’S RIGHT TO SEEK NON-PECUNIARY EQUITABLE. DocuSign Envelope ID: 686D4E86-0382-426B-86CE-0DE872A41E4C. UTC v.180611 – Page 5. RELIEF, THIS SUBSECTION STATES ON24’S ENTIRE PECUNIARY OBLIGATION AND LIABILITY, AND CLIENT’S SOLE RIGHT. AND REMEDY FOR ANY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION. b) Subject to these Terms, Client shall defend and hold harmless ON24 and its Affiliates and its or their respective officers, directors, employees, and agents (together with the Customer, collectively “ON24 Indemnified Persons”) on an ongoing basis against any and all. Claims made or brought against ON24 by a third party alleging that Client Information, or use of the Platform or Services by Client in. violation of these Terms infringes the intellectual property rights of a third party, provided that ON24 (i) promptly gives written notice of. the Claim to Client (provided that the failure to give prompt notice shall not relieve Client of its obligations pursuant to this Section except. and only to the extent that Client's ability to defend such claim against the ON24 is materially prejudiced as a result of such failure); (ii). gives Client sole control of the defense and settlement of the Claim (except that Client shall obtain the express prior written approval of. the ON24 Indemnified Persons for any settlement that requires any specific performance or non-pecuniary remedy by the ON24. Indemnified Persons, requires the actual payment of any amount by the ON24 Indemnified Persons or does not provide an unconditional. release to the ON24 Indemnified Persons); and (iii) provides to Client, at Client’s cost, reasonable assistance. ON24 may retain its own. counsel, at its own expense, subject to Client’s rights herein. In the event of a Claim under this subsection, ON24 will no longer have. any obligation to provide Client with access to the Platform or any Services and may terminate all Events and Virtual Environments that. may be related to the Claim. EXCEPT FOR ON24’S RIGHT TO SEEK NON-PECUNIARY EQUITABLE RELIEF, THIS SUBSECTION. STATES CLIENT’S ENTIRE PECUNIARY OBLIGATION AND LIABILITY, AND ON24’S SOLE RIGHT AND REMEDY FOR ANY. CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION. 10) Limitation of Liability. a) EXCEPT FOR EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, ITS INDEMNIFICATION OBLIGATIONS, ITS. GROSS NEGLIGENCE (INCLUDING BREACH OF CONFIDENTIALITY OBLIGATIONS), WILLFUL MISCONDUCT OR FRAUD, IN NO. EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR DAMAGES ARISING FROM OR RELATED TO THESE TERMS, INCLUDING LOST. PROFITS OR REVENUES OR DATA, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE. DAMAGES HOWEVER CAUSED, OR COSTS OF PROCURING SUBSTITUTE SERVICES, WHETHER IN CONTRACT, TORT OR. UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY. OF SUCH DAMAGES. b) EXCEPT FOR EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, ITS INDEMNIFICATION OBLIGATIONS, ITS. GROSS NEGLIGENCE (INCLUDING BREACH OF CONFIDENTIALITY OBLIGATIONS), WILLFUL MISCONDUCT OR FRAUD OR. FOR PAYMENT OBLIGATIONS AND VIOLATIONS OF SECTION 3 (USE RESTRICTIONS), NEITHER PARTY SHALL BE LIABLE. FOR CUMULATIVE, AGGREGATE DAMAGES FOR ALL CLAIMS ARISING OUT OF OR RELATED TO AN AGREEMENT IN AN. AMOUNT GREATER THAN (A) THREE (3) THE AMOUNT OF FEES PAYABLE TO ON24 UNDER SUCH AGREEMENT BY CLIENT. DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE OF ANY CLAIM, EVENT, ACT OR OMISSION, AND. (B) ONE MILLION ($1,000,000) DOLLARS. 11) Modifications; Features; Third Party Applications. a) From time to time after the date of these Terms, ON24 may make available new releases to the Platform that add, enhance or change. the features and services of the Platform. Additional charges may or may not be applicable for new features and services, but in no. case will Client be charged for any such features and services without Client’s express prior approval. ON24 reserves the right to. withdraw, suspend or discontinue any functionality or feature of the Platform provided that (i) the functionality of the Platform is not. materially decreased during the term of an Agreement as a result and (ii) it provides Client with prior written notice of such functionality. or feature change. b) Client hereby elects, and expressly requests and consents, to participate in the ON24 Business Interest Cloud feature, as part of the. Services, and agrees to the ON24 Business Interest Cloud Terms set forth at http://www.on24.com/bic-terms/. c) Through its use of the Services, Client may have access to certain third party applications, such as plugins and websites (collectively, “Third Party Applications”). ON24 does not maintain control over Third Party Applications, and shall not be responsible for their content, operation or use. Third Party Applications may be modified or disabled at any time, and ON24 shall not be under any obligation to. provide notice of any such modifications. By linking or otherwise providing access to Third Party Applications, ON24 does not provide. any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality or authenticity of. information or services provided by such Third Party Applications. ON24 hereby disclaims any and all responsibility and liability for any. harm resulting from Client’s use of Third Party Applications, and Client hereby irrevocably waives any claim against ON24 with respect. to all Third Party Applications. This subsection does not apply to any third party services which Client may purchase from ON24 for a. fee. 12) Miscellaneous. a) Termination. i) For Material Breach. Either party may terminate an Agreement, by written notice to the other party, in the event of a material. breach of such Agreement by the other party, if such breach is not cured within thirty (30) days after the breaching party receives. from the non-breaching party a written notice which sets forth a detailed description of the breach. ii) For Insolvency. Either party may terminate an Agreement, with written notice if: (i) the other Party (a) becomes insolvent or. admits in writing its inability to pay debts when due, (b) voluntarily commences any proceeding or files any petition under the. bankruptcy laws of the United States, (c) becomes subject to any involuntary bankruptcy or insolvency proceedings under the. laws of the United States, which proceedings are not dismissed within thirty (30) days thereafter, (d) makes an assignment for. the benefit of its creditors, or (e) appoints a receiver, trustee, custodian or liquidator for a substantial portion of its property, DocuSign Envelope ID: 686D4E86-0382-426B-86CE-0DE872A41E4C. UTC v.180611 – Page 6. assets or business; or (ii) the other Party passes a resolution for its winding up, liquidation or dissolution, or a court of competent. jurisdiction makes an order for such other Party’s winding up, liquidation or dissolution. iii) Upon any termination or expiration of an Agreement, Client’s right to access and use the Platform or Services covered by that. Agreement shall immediately terminate. No more than ninety (90) days after termination (or upon Client’s written request at. any time) ON24 will provide to Client, upon request, at no charge to Client, any Client Information provided to ON24 by Client. in the encrypted electronic format specified by Client and will delete, without request, all copies of Client Information from its. computer systems and use reasonable efforts to delete any references to Client from its computer systems. ON24 shall, upon. request, certify in writing to Client its compliance with the terms of this Section. . If Client terminates an Agreement pursuant to. this Section other than for breach by ON24, ON24 shall refund to Client all pre-paid fees for Services which are undelivered as. of the date of termination. b) Survival. Should an Agreement be terminated, all provisions herein or therein, as the case may be, which by their nature should survive. termination, will survive, including without limitation, provisions pertaining to payment obligations, indemnity obligations, IP ownership, confidentiality obligations, warranty disclaimers, and limitations of liability. c) Independent Contractors; Relationship. The parties are independent contractors, and no agency, partnership, franchise, joint venture or. employment relationship is intended or created by these Terms. Neither party shall make any warranty or representation on behalf of. the other party. Neither party shall make, or induce others to make, any defamatory, critical, derogatory or negative statements or. comments about the other party, its products, services or its employees, orally, in writing, or on the internet on message boards, social. media networks, online forums or other websites. d) No Implied Licenses. These Terms shall not be the source of or give rise to any implied license or right in or to, and each party reserves. all rights not expressly granted to the other party hereunder. e) Resale of Services. Should Client and ON24 enter into an Agreement that expressly authorizes Client to resell Services and such. Agreement specifies that it is governed by these Terms (a “Reseller Agreement”), then the ON24 Reseller Terms set forth at. http://www.on24.com/reseller-terms/ shall apply and be incorporated into to such Reseller Agreement. f) Assignment. ON24 may not assign or transfer this Agreement in whole or in part by operation of law or otherwise, without Client’s prior. written consent, which consent may only be withheld if the assignee is unable to perform the Services as warranted herein. Any attempt. to transfer or assign this Agreement without such written consent will be null and void and may be deemed by Client to be a material. breach by ON24. Client may assign this Agreement in whole or in part or any of its rights, licenses, duties or obligations, upon written. notice to ON24 and without ON24’s consent, to any Client Affiliate, in connection with Client’s reorganization, change of control, or. divestiture of a business unit, division or line of business, except that no consent shall be required in the event of an assignment, transfer. or delegation in connection with a merger, acquisition, reorganization, or sale of substantially all of the assets of the party (a “Transfer”), provided, however, if a party consummates a Transfer with a direct competitor of the other party, then such other party may terminate. all Agreements without liability upon written notice to the other party. g) Export Compliance. The Services and Platform are subject to the export laws and regulations of the United States. Each party represents. that it is not named on any U.S. government denied-party or restricted-party list. Client shall not require, encourage or solicit the. attendance of any Events or other use of Services by individuals in a U.S. embargoed country or region, or use the Services in violation. of any U.S. export law or regulation. h) Anti-Corruption. Client affirms that it has not and agrees that it will not, in connection with the purchase of and the use of the Services. contemplated by the relevant Agreement or in connection with any other business transactions involving ON24, make or promise to. make any payment or transfer anything of value, directly or indirectly: (i) to any governmental official or employee (including employees. of government corporations or instrumentalities); (ii) to any political party, official or a political party or candidate (or to an intermediary. for payment to any of the foregoing); (iii) to any officer, director or employee of ON24; or (iv) to any other person or entity if such payment. or transfer would violate the laws of the country in which made or jurisdiction in which Client operates or conducts commerce, or the. laws of the United States, including but not limited to the U.S. Foreign Corrupt Practice Act (“FCPA”), 15 U.S.C. § 78m, 78dd-l, 78dd-2, and 78dd-3. i) Governing Law. These Terms, and any disputes arising out of or related hereto, shall be governed by the internal laws of the State of. New York, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. Any legal. action or proceeding arising under this Agreement will be brought exclusively in the state or federal courts located in New York County, New York, and the parties expressly and irrevocably consent to personal jurisdiction and venue therein. j) Venue. The state and federal courts located in New York County, New York shall have exclusive jurisdiction to adjudicate any dispute. arising out of or relating to an Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. k) Force Majeure. Except for payment obligations, either party shall be excused for failure to perform under these Terms where such failure. results from circumstances beyond that party’s control including, without limitation, such circumstances as fire, storm, flood, earthquake, strikes, work stoppages or slowdowns (expressly excluding strikes, work stoppages or slowdowns of a party which are deemed to be. within the control of a party), delay or failure of transportation or supplies, acts of the public enemy, acts of God or acts, regulations, priorities or actions of the United States, a state or any local government or agents or instrumentalities thereof. In the event of a force. majeure event precluding ON24 from providing Services under this Agreement, Client shall have the right to suspend payment for such. Services (or, in the event Client has pre-paid for such services, obtain a pro-rata refund from ON24 for the force majeure event period). until ON24 is able to resume providing such Services. In the event the force majeure event continues for more than fifteen (15). consecutive days and ON24 is the affected party, the Client may immediately terminate this Agreement upon written notice to ON24. In. the event ON24 is the affected party by the force majeure event it shall deploy its business continuity plan as part of its efforts to resume. the excused performance unless the force majeure event is of such adverse scale that there is no reasonable ability to use part, or all, of such plan. DocuSign Envelope ID: 686D4E86-0382-426B-86CE-0DE872A41E4C. UTC v.180611 – Page 7. l) Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, the validity, legality or enforceability of the remaining. provisions shall in no way be affected or impaired thereby. m) Waiver. No failure or delay by either party in exercising any right under an Agreement will constitute a waiver of that right. n) Notices. ON24 may give operational or administrative notice applicable to ON24’s general customer base by means of a general notice. on the Platform All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if. personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery. by a nationally recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. and, in the case of notice to Customer, to Mr. John Finley, Chief Legal Officer with a copy to Mr. William Murphy, Chief Technology. Officer at 345 Park Avenue, New York, New York 10154. If Client seeks to provide a notice to ON24 pursuant an Agreement or these. Terms, or becomes subject to insolvency or other similar legal proceedings, Client must send a written notice to ON24 at ON24, Attn: Legal Department, 50 Beale St., Eighth Floor, San Francisco, CA 94105 or to ON24’s then current address as may be updated by ON24. from time to time. o) Entire Agreement, Amendments, Conflicts. These Terms (which include Exhibit A and Exhibit B hereto), the DP Terms, and the applicable. Agreement constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals. or representations, whether written or oral, concerning the subject matter of such Agreement. No modification, amendment, or waiver. of any provision of an Agreement shall be effective unless in writing and signed by both parties. With respect to any conflict or. inconsistency between these Terms, the DP Terms or the Agreement: (i) the DP Terms will apply with respect to any terms applicable. to or relating to privacy, data protection, or the processing of personal data; the terms of the Agreement will control with respect to any. other terms. The expiration or termination of one Agreement shall not affect another Agreement. Notwithstanding anything to the. contrary therein, no terms or conditions included in a Client purchase order or any other Client documentation shall be deemed. incorporated into or form any part of an Agreement, and all such terms or conditions shall be considered inapplicable and null and void. p) Counterparts. An Agreement or these Terms may be executed in one or more counterparts, each of which when so executed and. delivered or transmitted by email or other electronic means, shall be deemed to be an original and all of which taken together shall. constitute but one and the same instrument, each of which when so executed and counterparts. An electronic signature shall be deemed. an original signature for all purposes. 13) Affiliate Use. Notwithstanding any provision to the contrary in this Agreement, all rights and benefits granted hereunder to Client shall. extend to and may be accessed by any and all of Client's Affiliates provided that the use is in accordance with the relevant Agreement. ON24 shall not have the right to make a claim against or seek to hold any Client Affiliates liable for any claims or damages under this. Agreement. Client shall remain liable for the activities of any of its Affiliates. 14) Audit; Site Inspections. Client shall have the right upon reasonable advance written notice to, or to engage a third party on its behalf to, audit ON24’s business operations including the assessment of any personnel involved with Services rendered to Client and the general. resources of ON24. In addition, upon reasonable advance written notice by Client to ON24, Client shall have the right to inspect any or. all of ON24’s sites including the sites of any of its agents and subcontractors. 15) Click-wrap. Any language or provisions contained in the parties’ electronic communications or on ON24’s website, ordering documents, packaging or specifications, or contained in any of ON24’s “shrinkwrap,” “clickwrap,” “browsewrap” or reseller agreements whether or. not different from, or in addition to, these Terms, shall have no force or effect. If access to, or use of, any of the Services or requires. any of the Client’s employees or independent contractors to accept the terms of any such terms, such employee or independent. contractor may access the Services by “accepting” such terms but such acceptance shall be of no effect. 16) Information Security. ON24 will implement and maintain a comprehensive written information security program that includes appropriate. administrative, technical, and physical safeguards and other security measures designed to: (A) ensure the security and confidentiality. of such Customer Information; (B) protect against any anticipated or reasonably likely threats or hazards to the security or integrity of. such Customer Information; (C) protect against any actual or suspected unauthorized access to or use, disclosure, processing or. acquisition of such Customer Information (hereinafter, an “Information Security Incident”); and (D) ensure the proper disposal of. Customer Information. ON24 shall notify Client without undue delay in writing of any Information Security Incident of which ON24. becomes aware. Such notice shall summarize in reasonable detail the effect on Client, if known, of the Information Security Incident and. the corrective action taken or to be taken by ON24. ON24 shall within seven (7) days take all necessary and advisable corrective actions, and shall cooperate fully with Client in all reasonable and lawful efforts to prevent, mitigate or rectify such Information Security Incident. ON24 shall (i) investigate such Information Security Incident and perform a root cause analysis thereon; (ii) remediate the effects of such. Information Security Incident; and (iii) provide Client with such assurances as Client shall request that such Information Security Incident. is not likely to recur. Upon the occurrence of an Information Security Incident involving Client Information in the possession, custody or. control of ON24 or for which ON24 is otherwise responsible, ON24 shall reimburse Client on demand for all Notification Related Costs. incurred by Client arising out of or in connection with any such Information Security Incident. “Notification Related Costs” shall include: (a) preparation and mailing or other transmission of legally required notifications and related communications legally required (b) legal, consulting and accounting fees and expenses associated with Client’s investigation of and response to such Information Security. Incident. 17) Insurance. (a) During the term of this Agreement, ON24 shall maintain insurance in the minimum amounts as follows: (i) Worker’s Compensation Insurance: • Statutory Workers Compensation in accordance with all state and local requirements of the state(s) in which work is to be performed;. (ii) Employers Liability insurance with minimum occurrence limits as follows: • Bodily injury by accident $1,000,000 each accident, DocuSign Envelope ID: 686D4E86-0382-426B-86CE-0DE872A41E4C. UTC v.180611 – Page 8. • Bodily injury by disease $1,000,000 policy limit, and. • Bodily injury by disease $1,000,000 each employee;. (iii) Commercial General Liability Insurance, written on an occurrence basis, including bodily injury, property damage, personal injury, advertising injury, products and completed operations, and contractual liability, in an amount not less than: • Each Occurrence Limit $1,000,000, • Products/Completed Operations Aggregate Limit $1,000,000, • Advertising Injury and Personal Injury Limit $1,000,000, and. • General Aggregate $2,000,000;. (vi) Commercial Automobile Insurance (owned, non-owned or hired) in a combined single limit of $1,000,000 per accident for bodily. injury and property damage liability;. (vii) Umbrella or Excess Liability Insurance of not less than $10,000,000 general aggregate;. (viii) Professional Liability or Errors & Omissions Insurance in the amount of $5,000,000 per claim and $5,000,000 in the aggregate; (If. coverage is written on a claims–made basis, the coverage must be maintained for a period of three years post completion of contract or. purchase of run-off or tail coverage.) (b) All insurance policies provided and maintained by ON24 shall be underwritten by insurers that are rated “A-VII” or higher. ON24. shall be responsible for any self-insured retentions, deductibles or self-insurance associated with the coverages described in this Section. (c) ON24’s coverage shall be primary and non-contributory to the fullest extent afforded by the policies and applicable law. (d) The Commercial General Liability Insurance, Commercial Automobile Insurance, Employer’s Liability Insurance, Cyberinsurance. and Umbrella or Excess Liability Insurance shall include a waiver of the insurers’ subrogation rights and coverage and shall name Client. as an Additional Insured. (e) Certificates of Insurance and evidence of the foregoing endorsements shall be provided to Client upon request. Such Certificates. shall provide that the insurer will give thirty (30) days’ written notice to Client prior to cancellation of any policy or endorsement. (f) The insurance requirements in this Section do not create a limitation of ON24’s liability under this Agreement. If any claim by. Client against ON24 is a claim covered by an insurance policy maintained by ON24, any recovery of proceeds under such policy will be. paid to Client to the extent Client’s damages exceed the limitations of liability contained in this Agreement. 18. No Publicity. ON24 shall not use Client’s name, and any name of its subsidiaries or Affiliates, or any adaptations of those names, for advertising, trade or other commercial purposes without Client’s prior written consent. ON24 and its contractors, employees and agents shall. not hold themselves out as an employee, Affiliate, or subsidiary of Client at any time while performing services under this Agreement. Any materials provided to ON24 by Client pursuant to this Agreement or in connection with ON24’s performance of services. hereunder, bearing any Client names, logos, styles or trademarks may be used by ON24 only as necessary to perform services. under this Agreement. ON24 understands and agrees that it shall not engage in any actions or behavior that would reflect negatively. on Client during the term of this Agreement. ON24 further understands and agrees that any violation or threatened violation of this. section would materially and irreparably injure Client and its business in a manner inadequately compensable in damages, and that. therefore Client may obtain injunctive relief against the breach or threatened breach of ON24’s obligations herein in addition to any. other legal remedies that may be available. 20. Third Party Beneficiaries. This Agreement has been entered into for the sole benefit of the parties and their respective permitted successors and assigns. Except as. specifically set forth in this Agreement, the parties do not intend the benefits of this Agreement to inure to any third party, and nothing. contained herein shall be construed as creating any right, claim or cause of action in favor of any such third party against any party. 22. Vendor Onboarding and Risk Assessment Process. ON24 will reasonably comply with Client’s vendor onboarding and risk assessment process and any ongoing confirmation, security or. operational reviews and processes which shall be conducted by Client on a non-audit basis and comprise security, credit and. operational queries by Client of ON24 in a manner similar to the initial risk and security assessment conducted by Client of ON24. in advance of the execution of this Agreement. 23. “Affiliate” means, as to Client, any entity that controls, is controlled by, or is under common control with Customer where “control” means. ownership of twenty percent (20%) or more of the outstanding voting securities of such entity (but only as long as such person or. entity meets these requirements) and as to ON24 means any entity directly or indirectly controlling, controlled by, or under common. control with it where “control” means ownership of fifty percent (50%) or more of the outstanding voting securities of such person or. entity (but only as long as such person or entity meets these requirements). DocuSign Envelope ID: 686D4E86-0382-426B-86CE-0DE872A41E4C. UTC v.180611 – Page 9. Exhibit A. SERVICE LEVEL SCHEDULE. 1) Definitions. For purposes of this Service Level Schedule (this “Schedule”), in addition to those terms defined above, the following terms shall have. the following respective meanings: a) “Scheduled Maintenance Window” is the time during which the Services are not required to be available in accordance with the following. schedule, which schedule ON24 may change from time to time upon reasonable notice to Client: Period Duration of Scheduled Downtime Time Period. Weekly 6 hours Saturdays 6 pm-12 midnight Pacific Time. ON24 is relieved of its duty to provide the Services only if it has elected to schedule maintenance during the Scheduled Maintenance. Window. b) “Unscheduled Maintenance” means maintenance performed, (i) when, in ON24’s commercially reasonable discretion, it is necessary to. avoid loss of Services or (ii) during any downtime mutually agreed to with Client to correct a situation that endangers Client ability to. utilize the Services. ON24 shall inform Client as soon as commercially practical when it has schedule unscheduled maintenance. c) “Standard Business Hours” means the time on business days between 6 am and 6 pm Pacific Time for North America Events, and. between 8 am and 6 pm in the UK for EMEA Events. d) “Failed Webcast Event” means, i) with respect to a live Webcast Event, (1) Greater than 50% of the total Webcast Viewers experiences media streams that are unavailable to them for six consecutive. minutes, or. (2) The presenter, in using the interface to control the presentation, experiences a lag time between a command’s initiation. and its response of greater than 30 seconds continuously for more than five minutes, and. ii) with respect to an On-Demand Webcast Event that is scheduled to be broadcast at a set point in time, greater than 50% of the. total Webcast Viewers experiences media streams that are unavailable to them for six consecutive minutes. e) “Full Live Day Failure” means, i) with respect to the live day component of a Virtual Environment (“Live Day”), (1) Greater than 50% of the total Live Day attendees cannot access the Application, or the Critical Application Functionality. for more than ten percent (10%) of the scheduled Live Day duration. (2) Greater than 50% of the total Live Day attendees cannot access the Supporting Application Functionality for more than. fifteen percent (15%) of the scheduled Live Day duration. f) “High Impact Live Day Failure” means, i) Greater than 50% of the total Live Day attendees cannot access the Application, or the Critical Application Functionality for. more than five percent (5%) of the scheduled Live Day duration. ii) Greater than 50% of the total Live Day attendees cannot access the Supporting Application Functionality for more than ten. percent (10%) of the scheduled Live Day duration. g) “Partial Live Day Failure” means, i) Greater than 25% of the total Live Day attendees cannot access the Application, or the Critical Application Functionality for. more than five percent (5%) of the scheduled Live Day duration. ii) Greater than 25% of the total Live Day attendees cannot access the Supporting Application Functionality for more than ten. percent (10%) of the scheduled Live Day duration. h) “Critical Application Functionality” means Chat and Global Navigation and Show Locations. i) “Supporting Application Functionality” means Reports, Marquees, "Access" to environment content, Who's Here, Video Greetings (Main. Plaza and Booth), Network Builder, Message Board, Messages (in environment), Profile Manager, Briefcase, Prize Center, and the. People Search. 2) Remedies. a) If a Failed Webcast Event occurs, and Client notifies ON24 within ten business days of the Failed Webcast Event, Client will qualify for. a credit equal to the value of the charges for the Webcast Event, but not including any third party expenses that ON24 or Client incurred. with respect to the Webcast Event. The credit shall be available to Client exclusively for use on another Webcast Event, and ON24 shall. have no obligation to refund the value of any credit to Client. b) If a Full Live Day Failure occurs and Client notifies ON24 within ten business days of the Full Live Day Failure, Client will qualify for full. (100%) refund of base Live Day fee. If a High Impact Live Day Failure occurs and Client notifies ON24 within ten business days of the. High Impact Live Day Failure, Client will qualify for a fifty percent (50%) refund of base Live Day fee. If a Partial Live Day Failure. DocuSign Envelope ID: 686D4E86-0382-426B-86CE-0DE872A41E4C. UTC v.180611 – Page 10. occurs, and Client notifies ON24 within ten business days of the Partial Live Day Failure Client will qualify for twenty five percent (25%). refund of base Live Day fee. c) Client shall not earn any credit if the failure otherwise qualifying Client for a credit occurs: i) Due to connection errors resulting from Attendee mistake or Client’s failure to follow best practice guidelines;. ii) During Scheduled Downtime;. iii) Whenever ON24 has the right to suspend Client’s access to Services pursuant to the Terms;. iv) As the result of any occurrence, cause or event outside ON24’s reasonable control, which includes, but is not limited to, a Force. Majeure event under the Terms;. v) As the result of Client’s equipment or service or any third party equipment or service not within the control of ON24; or. vi) As a result of the network equipment or network conditions between ON24 and the Client’s personal computer. d) Except as specifically expressed in the Terms, this Section 2 of this Schedule states Client’s sole and exclusive remedy for any failure. or interruption of Services or for any failure by ON24 to meet any Service Level target as well as for any breach or other violation of any. warranty or obligation under this Schedule. e) In addition to any other remedy available to it under law or in equity, Client shall obtain the right to terminate an Agreement (without the. cure period as provided in the Agreement) if at any time during the Subscription Term if (i) a S1 or S2 error occurs and is not cured within. twice the prescribed time frame, or (ii) 3 or more non-concurrent Failed Webcast Events in a single six (6) month non-rolling period. Should. Client obtain this termination right, (i) Client can exercise it by providing notice of termination via email to notices@on24.com, with. termination being effective immediately, but (ii) Client must exercise that right within 30 days of obtaining it or else such right will expire. If. Client terminates an Agreement pursuant to this paragraph, Client shall be entitled to a pro-rata portion of the Subscription Fee calculated. as follows: the percentage of time remaining in the Subscription Term at the time of termination times the Subscription Fee.. f) Support. At no cost to Client, ON24 agrees to: Ensure that the Services continue to perform in accordance with the description of Services. in the Agreement. 3) Operational Availability. a) Client acknowledges that it will not be able to access Event Services during the Scheduled Maintenance Window on those occasions. when maintenance is actually scheduled, or during Unscheduled Maintenance. b) ON24 shall endeavor to provide advance notice to Client of Unscheduled Maintenance that affects Client. ON24 shall indicate to Client. the reasons for and duration of any Unscheduled Maintenance. 4) On Call Support. a) On call support for Live Events will be available during Standard Business Hours. b) ON24 will categorize ON24 Client service requests for Platform access issues according to the following severities: DocuSign Envelope ID: 686D4E86-0382-426B-86CE-0DE872A41E4C. UTC v.180611 – Page 11 Request Severity Category Description Business Hours Resolution Goals After Hours Resolution Goals S1-Critical Access to Services is not available. 15 minute acknowledgement. 15 minute start. 1 day resolution. 1 hour acknowledgement. 1 hour start. 1 day resolution. S2-Severe Access to Service is available but on a. diminished basis or with constant interruption. 15 minute acknowledgement. 15 minute start. 1-2 day resolution. Operations not applicable S3-Major Access to Services is diminished or. interrupted, but a workaround provides. reasonable access. 15 minute acknowledgement. 30 minute start. 1-4 day resolution. Operations not applicable S4-Normal The Services are accessible but reflect less. than perfect quality. Client requires changes, but they are not critical to existing access. 15 minute acknowledgement. 30 minute start. 1hour-2 day resolution based. upon urgency code. Operations not applicable S5- Enhancement or Question. Client request a new or enhanced feature. 15 minute acknowledgement. 2 day start. Operations not applicable 5) Service Guarantee. ON24 warrants that it will make reasonable efforts within industry standards to provide System Availability of at least 99.9%. “System. Availability” is the sum of hours that the system is available divided by total hours in the measurement period, excluding from total hours. any scheduled maintenance. System Availability is measured on a monthly basis based on data gathered by ON24’s monitoring systems. via a process by which verifiable attempts shall be made periodically to access a standard URL within the ON24 system. If such access. test succeeds, then the system shall be deemed as available. 1. Service Performance Metrics. When reasonably requested by Client, no more than once a month, ON24 at its expense will. deliver to Client in electronic form written reports verifying the operational and availability uptimes for access by Client as represented. herein. In the event such report discloses System Availability that is less than the Service Guarantee, ON24 will provide to the Client a plan of. remedy (the “Remedy Plan”), within 15 (fifteen) business days from its receipt of such notice. The Client will have the right to review. and discuss the Remedy Plan with ON24 for a reasonable period of time. Upon mutual agreement to the Remedy Plan, ON24 will then. execute that Remedy Plan. If ON24 should fail to provide a Remedy Plan within that time period, the Client may provide written notice to ON24 stating that the Client. believes ON24 has materially breached (the “Breach”) its Terms with the Client. Client may then terminate these Terms only if ON24. fails to remedy such Breach within 15 (fifteen) days from the date that ON24 confirms receipt of such written notice from the Client of. the Breach. 6) ON24 “LIVE” Webcast Viewer Policy. a) All live Webcast events over 2,500 attendees require advance notification. Notifications for Full Service clients should be made to your. ON24 Webcast Manager. Notifications for Self-Service clients should be made electronically to the ON24 Platform Support Team. b) Notifications must be received no later than 10 (ten) days prior to event date and require commitment of reserved audience capacity. c) Additional Webcast viewers over 2,500 must be purchased in blocks of 500. Additional Webcast viewers over 5,000 must be purchased. in blocks of 1,000. Additional Webcast viewers over 10,000 will be priced by quote. d) Actual attendance over the reserved audience capacity will be billed at 150% of currently published rates for all webcast viewers. exceeding reserved capacity. e) All Non-Streaming Webcast event profiles are limited to 2,500 attendees. DocuSign Envelope ID: 686D4E86-0382-426B-86CE-0DE872A41E4C. UTC v.180611 – Page 12. Exhibit B. ON24 BUSINESS CONTINUITY AND DISASTER RECOVERY PLAN. There are three components to ON24’s normal approach to Business Continuity Planning: • Data Center and Network. • Client Services and Support. • Signal Support. Data Center and Network. ON24 operates two completely symmetric data center facilities. Each is provisioned with 100% of the resources to operate the systems at. full capacity, from BGP routers, to Load Balancing, through all server capabilities. Data storage facilities are likewise symmetric, and are. replicated in real time over private gigabit Ethernet links between the San Francisco and Denver-located facilities. Both facilities are. connected to multiple Tier 1 internet backbones, with multi-homed BGP supporting access to both facilities. All ON24 offices are supported. by fully meshed network connectivity, with no site depending on one vendor, or connectivity to one data center facility. We routinely transition between the facilities for maintenance purposes, so the DR capability as related to networks and data centers is. exercised not less than quarterly. Our plans reflect two levels of failover capability: • Real time loss of major processing element – but not including network facilities. This level of problem is supported by transition from. primary to secondary processing facilities in real time. • Loss of network and processing facilities at a data center location (full disaster, center out of service). This level of problem targets 30- minute restoration of processing, with no compromise in functionality or load carrying capability. Additionally, ON24 has distribution agreements with Akamai, Limelight, Level3 Communications, CDNetworks, and Quality Technology. Services for stream and static content distribution. ON24 also provides its own streaming network for additional redundancy. ON24 uses. CDNs for distribution scaling as an overt strategy. The CDN facilities are accessed by playlists which are generated on-the-fly by ON24 to provide both redundancy in the face of. server/encoder failure and assurance of excellent performance in challenging geographies. Our proprietary CDN tool allows events to be. configured for a CDN set specific to the need and supports six-deep fall backs to address failing CDN facilities. The primary advantage this. provides is eliminating the diagnostic lag typical of CDN operations; rather than wait for a network operator to confirm trouble and take a. server out of service, our CDN tool technology allows us to remove a stream, server or entire CDN from use in real time. This provides. immediate relief in a “failing stream” situation. Client Services and Support. ON24 operates facilities housing platform support personnel in Charlotte, NC, New York, NY, San Francisco, CA, and at home offices in. several parts of the USA, as well as in Singapore, Sydney and London. It is our practice to build the team supporting an account from. resources dispersed across the US offices at least, to ensure that disabling one major office does not compromise the ability of a client to. get service, notwithstanding the fact that the system facilities stay active through a disaster. All communication channels are arranged such. that they fail across a disabled location, ensuring that email and phone based inquiry support remains viable through a disaster. Signal Processing. Many clients encode on site in owned studios, which imply no touch points with ON24 signal; all interaction is with data center-located. facilities which are configured to remain active through a disaster. To the extent that manual signal processing is being used, we disperse. the equipment and facilities supporting that activity between the two data centers and our SF-located Signal Operations Center, so that. disabling one facility does not deplete the assets available to support manual signal. Automated signal processing is fully automated, and is. not interrupted by a disaster. Manpower is dispersed across three sites, with network-based remote signal manipulation capability in place. to support unattended remote operation. DR planning is generally done in detail on a per-account basis; we would propose to build the customer facing notification and restoration. aspects of the plan subsequent to a contract award. DocuSign Envelope ID: 686D4E86-0382-426B-86CE-0DE872A41E4C.