Terms of Service

Introduction

This Terms of Service ("Agreement") is by and between LiveControl, Inc., a Delaware corporation, with its offices at 2261 Market Street #5387, San Francisco, CA 94114 ("LiveControl"), and [CLIENT], ("Customer" and together with LiveControl the "Parties," each, a "Party") and relates to camera operator services ("Services") as referenced on www.LiveControl.io and as further described below. By using our Services, Customer expressly accepts and agrees to this Agreement and consent to contract with LiveControl electronically. If Customer does not agree with this Agreement, Customer may not use the Services.

1. Service; Equipment; Support

1.1 Service

Subject to Customer's compliance with all terms and conditions of this Agreement, LiveControl grants Customer the right to access and use the services specified in each Quote (collectively, "Service," or "Services") solely for the Site during the applicable Service Term for sole benefit of Customer, only as provided herein and only in accordance with applicable documentation provided by LiveControl. The Service is subject to modification, restriction, or suspension from time to time at LiveControl's sole discretion. "Site" shall mean the location(s) selected by Customer as set forth on a Quote to which Service will be delivered.

1.2 Support

Subject to the terms hereof (including payment of all applicable fees), LiveControl will undertake commercially reasonable efforts to provide technical support and maintenance services of the LiveControl provided equipment ("Support"). During Produced Events, LiveControl agrees to provide one (1) LiveControl representative to remotely operate the Equipment per event. LiveControl reserves the right to suspend Customer's access to the Services: (i) for scheduled or emergency maintenance, or (ii) in the event Customer is in breach of this Agreement, including failure to pay any amounts due to LiveControl.

1.3 Professional Services

Subject to the terms hereof, LiveControl agrees to use reasonable commercial efforts to connect Customer with a vendor from a preferred network of approved vendors for standard installation and implementation assistance. LiveControl shall not be held liable for any actions or services provided by third-party installers.

2. Use Restrictions and Customer Responsibilities

2.1 Equipment and Site Maintenance

Customer understands and agrees to follow LiveControl's guidelines for proper equipment upkeep for any equipment that may be required for the Services (the "Equipment"). Customer agrees to only use the Equipment as installed at the Site for the purpose of receiving the Services. Customer shall provide continuous power and internet to the Equipment at all times. LiveControl does not guarantee the recovery of any data or files in the event of a power outage or internet loss.

2.2 Restrictions

Customer will not, and will not permit any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Service or any Software; (ii) modify, translate, or create derivative works based on the Service; (iii) use the Service for any purpose other than Customer's own internal purposes; (iv) disclose to any third party any benchmarking or comparative study involving any Service; or (v) use the Service other than in accordance with this Agreement and in compliance with all applicable laws and regulations.

2.4 Prohibited Content

Customer shall not use the Service to provide or generate content that: (i) infringes any third party's copyrights or other rights; (ii) contains sexually explicit content or pornography; (iii) contains hateful, defamatory, or discriminatory content; (iv) exploits minors; (v) depicts unlawful acts or extreme violence; (vi) depicts animal cruelty; or (vii) violates any law. Customer is solely responsible for obtaining all necessary licenses, permissions, and rights for any content streamed through the Service.

3. Ownership; Licenses; Feedback

3.1 Ownership

LiveControl retains all rights, title, and interest in and to the Services, and all Software, products, works, and other intellectual property and moral rights related thereto. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement.

3.3 Feedback

Customer may from time to time provide suggestions, comments or other feedback to LiveControl with respect to the Service ("Feedback"). Customer hereby grants to LiveControl a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose.

4. Customer Data; Resulting Data

4.1 Customer Data

"Customer Data" shall mean any data, video content, information or other material provided, uploaded, or submitted by Customer to the Service. Customer shall retain all right, title and interest in and to the Customer Data. Customer, not LiveControl, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data.

4.2 Data Security

LiveControl shall use commercially reasonable efforts to maintain the security and integrity of the Customer Data, as set forth in LiveControl's Privacy Policy. LiveControl is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Service unless such access is due to LiveControl's gross negligence or willful misconduct.

4.3 Data Retention

LiveControl shall retain previous Produced Events in perpetuity, accessible directly in the customer dashboard. In the event of termination, LiveControl shall retain a copy of Customer Data from Produced Events. Before the end of the Service Term, Customer may request the Archived Content.

5. Registration; Data Collection

Company provides a live web player platform that allows Customer to stream live events to viewers. Customer has the option to require registration for Viewers in order to access and view live events. The data collected during registration will be used by Company and Customer for the purpose of managing Viewer access to live events, enhancing the quality of services, and delivering event-related communications. Viewer information will be treated in accordance with our Privacy Policy.

6. Limited Warranty; Warranty Disclaimer

6.1 Limited Warranty — Purchased Equipment

LiveControl warrants only to Customer that all Equipment purchased from LiveControl will be free from design and manufacturing defects for the shorter of (i) the applicable Service Term, and (ii) twenty-four (24) months after the date of shipment. LiveControl makes no warranties for Equipment purchased by Customer from a third party.

6.4 Warranty Disclaimer

EXCEPT AS SET FORTH IN SECTION 6.1, THE SERVICE, ANY SOFTWARE OR EQUIPMENT, AND ANYTHING ELSE PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND. LIVECONTROL HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

7. Payment

7.1 Service Fees

Equipment Fees: Equipment fees are due upon signing of applicable Quote.

Platform Fees: Customer is required to pay fees on an annual basis on the plan specified in the applicable Quote. Within sixty (60) days after equipment is shipped, platform fee billing will commence.

Subscription Fees — Credits: Customer shall pay LiveControl subscription Services fees on an annual basis as specified in the applicable Quote. All Credits must be used during the Service Term and expire when the Service Term ends.

7.4 Payment

Amounts not paid when due will bear interest at a monthly rate of one and one-half percent (1.5%) or the highest rate permitted by applicable law. LiveControl reserves the right to suspend Service until late payment is received in full. All amounts paid are non-refundable.

8. Term and Termination

8.1 Term

This Agreement shall commence upon the signature date on the Quote (the "Effective Date"), and shall continue for the initial term specified on the Quote, and shall automatically renew for additional successive periods unless either party notifies the other party of such party's intention not to renew no later than thirty (30) days prior to the expiration.

8.2 Termination for Cause

In the event of any material breach, the non-breaching Party may terminate this Agreement by giving thirty (30) days prior written notice, provided the breaching Party has not cured the breach prior to the expiration of such thirty-day period.

8.3 Termination for Convenience

LiveControl may terminate this Agreement for any reason upon thirty (30) days prior notice, provided that LiveControl shall refund Customer for any unused Credits.

9. Confidentiality; Publicity

Each party understands that the other party has disclosed or may disclose information relating to the Disclosing Party's technology or business ("Proprietary Information"). The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (ii) to give access to such Proprietary Information solely to those employees with a need to have access, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information.

Publicity: LiveControl may identify Customer as a user of the Services and may use Customer's LiveControl produced content, name, logo, and other trademarks in LiveControl's customer list, press releases, blog posts, advertisements, and website.

10. Indemnification

LiveControl Indemnity: LiveControl agrees to defend Customer against any Claim alleging that the Software infringes any US patent or copyright or misappropriates any trade secret, and indemnify Customer for settlement amounts or judgments, damages, liabilities, costs and expenses arising out of such Claim.

Customer Indemnity: Customer shall defend LiveControl against any Claims and indemnify LiveControl from any Losses arising from Customer's unauthorized use of the Service, any material breach of this Agreement, and Customer's negligence or willful misconduct.

11. Limitation of Liability

IN NO EVENT WILL LIVECONTROL BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICE. THE TOTAL LIABILITY OF EITHER PARTY WILL NOT EXCEED, IN THE AGGREGATE, THE AMOUNTS PAID BY CUSTOMER TO LIVECONTROL IN THE TWELVE (12) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM.

12. Miscellaneous

Severability: If any provision is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

Assignment: This Agreement is not assignable by Customer except with LiveControl's prior written consent. LiveControl may freely transfer and assign any of its rights and obligations.

Governing Law: This Agreement will be governed by the laws of the State of California. The federal and state courts sitting in Los Angeles County, California will have jurisdiction with respect to any disputes.

Force Majeure: Neither party shall be liable by reason of any failure or delay in performance on account of strikes, shortages, riots, fires, floods, acts of God, war, governmental action, or any other cause beyond the reasonable control of the party.

Exhibit A: Hardware

Installation

Company will supply all hardware necessary for Company provided live-streaming setup including encoder, cameras, network switch, router and audio interface. Company's equipment must be stored in an indoor, well-ventilated area with power and internet access available. Each camera must be within 150 feet of the equipment location. A wired internet connection is required — WIFI cannot be used.

Cameras must be installed on a permanent surface. The Customer is responsible to provide the proper location for the cameras to be mounted ahead of installation. If Customer does self-installation or does not use the recommended installer, the Customer takes full responsibility for the equipment.

Customer Support SLA

LiveControl shall provide Customer with services outlined in applicable Quote including Service Credits, Produced Events with at least 48 hours of lead time, access to LiveControl Dashboard including web player, simulcasting, and event analytics, and à la carte event purchases through LiveControl Dashboard.

Copyright Dispute Policy

LiveControl reserves the right to block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed, and remove and discontinue service to repeat offenders. If you believe that material on the Services infringes your copyright, please send a notice of copyright infringement to LiveControl's Designated Agent at:

LiveControl Inc.
Attn: DMCA Designated Agent
2261 Market Street #5387
San Francisco, CA 94114