Terms of Service

Updated 8.14.23

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. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof, unless such order or form expressly states it prevails over this Agreement and is mutually executed by the parties. The Parties hereby agree as follows:

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 (as defined below) 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, for any purpose deemed appropriate by LiveControl. “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 (as defined below), LiveControl agrees to provide one (1) LiveControl representative to remotely operate the Equipment per event. Notwithstanding the foregoing, 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 for the Services only if and to the extent such assistance is set forth on such Quote. LiveControl shall not be held liable for any actions or services provided by third-party installers. Customer acknowledges that they are not required to utilize LiveControl’s approved vendors, but in doing so, the Customer may incur additional fees. Please see Exhibit A for additional information for standard installation.

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”) in accordance with the applicable Quote. Customer agrees to only use the Equipment as installed at the Site for the purpose of receiving the Services. Customer will not be able to access the Service without the Equipment, and LiveControl will not provide Services in connection with the Equipment after the Service Term (as defined below). 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, or other events not in LiveControl's control, but will provide commercially reasonable efforts to do so. LiveControl shall bear no responsibility or liability under this Agreement for Customer’s failure to do any of the foregoing. LiveControl will monitor and troubleshoot Equipment and will replace if necessary, if deemed by no fault of the Customer, while they are under contract. If it is clear the Customer is in breach of these terms (i.e. putting a camera in the exterior of a building, plugging in joysticks, etc.), then LiveControl will charge the Customer for necessary camera maintenance or replacement.

2.2 Restrictions. Customer will not, and will not permit any third party to: (i) reverse engineer (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law), decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Service, or any other software or related documentation or data provided to Customer by LiveControl (collectively, “Software”); (ii) modify, translate, or create derivative works based on the Service, Equipment or Software; (iii) use the Service, Software or Equipment for any purpose other than Customer’s own internal purposes; (iv) disclose to any third party any benchmarking or comparative study involving any Service, Software, or Equipment, or (v) use the Service, Software or Equipment other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any data privacy laws and intellectual property laws). Customer shall not resell or attempt to resell the Services unless the Customer is in a Referral or Reseller Agreement with LiveControl.

2.3 Association With Content. The Content does not represent LiveControl’s views or any individual associated with LiveControl, and LiveControl does not control the Content. In no event shall Customer represent or suggest, directly or indirectly, LiveControl’s endorsement of the Content. LiveControl does not vouch for the accuracy or credibility of any Content on the Services, and does not take any responsibility or assume any liability for any actions Customer may take as a result of the Content.

2.4 Prohibited Content. Customer shall not post, upload, share, store, or otherwise use the Service to provide or generate Customer Data (as defined below) that : (i) infringes any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contains sexually explicit content or pornography; (iii) contains hateful, defamatory, or discriminatory content or incite hatred against any individual or group; (iv) exploits minors; (v) depicts unlawful acts or extreme violence; (vi) depicts animal cruelty or extreme violence towards animals; or (vii) violates any law. In addition, Customer expressly agrees and understands that they are solely responsible for obtaining all necessary licenses, permissions, and rights for any copyrighted, trademarked, or otherwise protected material that they choose to stream, transmit, or make available through the Service. LiveControl assumes no responsibility for verifying the legality or licensing status of the content streamed by Customers. By using the Service, Customer acknowledges and confirms that they possess the appropriate licenses, permissions, and rights for all content streamed or shared using the Service. Failure to comply with these responsibilities may result in suspension or termination of access to the Service, as outlined in our Terms of Service. This clause underscores Customer's responsibility to ensure they hold valid licenses and permissions for all content they stream, while also clarifying that LiveControl does not verify the legality of such content. Please ensure that this revised section is reviewed by a legal professional to ensure its accuracy and compliance with relevant laws and regulations.

2.5 Admin Account; Contacts. Customer will cooperate with LiveControl in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as LiveControl may reasonably request. Customer will establish an account as set forth in the Terms of Use. Customer will be responsible for maintaining the security of Customer’s account, passwords and files, and for all uses of Customer account with or without Customer’s knowledge or consent. Customer’s designated employees with administrative access to the Service will be responsible for all matters relating to this Agreement (“Primary Contacts”). Customer may change the individuals designated as Primary Contacts at any time by providing prior notice to LiveControl.

2.6 Third Party Services. Customer acknowledges and agrees that the Services may operate on or with application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”) in which the Customer agrees to engage with. LiveControl is not responsible for the operation of any Third Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof. LiveControl does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.

2.7 LiveControl’s Private API. LiveControl shall not be held accountable for any malfunctions, errors, or adverse effects occurring on the customer's end as a result of utilizing our API, and users assume full responsibility for implementing and managing the API code appropriately.

3. OWNERSHIP; LICENSES; FEEDBACK

3.1 Ownership. LiveControl (as between the Parties) 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 or created, used, or provided by LiveControl for the purposes of this Agreement, including any copies and derivative works of the foregoing. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement.

3.2 Access to the Service. Subject to Customer’s compliance with all terms and conditions of this Agreement (including any limitations and restrictions set forth on the applicable Quote), LiveControl will use commercially reasonable efforts to make the Service available to Customer during the Service Term on a limited, nonexclusive, and nontransferable basis, solely as necessary for Customer to use the Services for its internal business purposes. This Agreement is not a sale of the Service or any part thereof and does not convey to Customer any rights of ownership in or related thereto.

3.3 Feedback. Customer may from time to time provide suggestions, comments or other feedback to LiveControl with respect to the Service (“Feedback”). Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for LiveControl notwithstanding anything else. Customer shall, and hereby does, grant to LiveControl a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair LiveControl’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.

4. CUSTOMER DATA; RESULTING DATA

4.1 Customer Data. For purposes of this Agreement, “Customer Data” shall mean any data, video content, information or other material provided, uploaded, or submitted by Customer to the Service in the course of using the Service. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein (and Customer shall comply with LiveControl’s “Copyright Dispute Policy” attached hereto as Exhibit D). 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. Notwithstanding anything to the contrary, Customer acknowledges and agrees that LiveControl may (i) internally use and modify Customer Data for the purposes of providing the Services and any Support or consultation services to Customer and generating Aggregated Anonymous Data (as defined below), and (ii) freely collect, use, disclose, and make available Aggregated Anonymous Data for any business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing products and services). “Aggregated Anonymous Data” means data submitted to, collected by, or generated by LiveControl in connection with performance or Customer’s use of the Service, Software, and Equipment, but only in aggregate, anonymized form which doesn’t specifically identify Customer or any End User.

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. Customer is responsible for the use of the Service by any person to whom Customer has given access to the Service or using Customer’s account, even if Customer did not authorize such use. Customer is further solely responsible for obtaining consent to film subjects featured in Customer Data, and complying with applicable laws and policies in relation to filming and collecting its Customer Data. Customer acknowledges that LiveControl provides the Service at the Customer’s direction, and is not responsible for Customer’s failure to obtain required consents or comply with applicable laws and policies. Although LiveControl has no obligation to monitor Customer’s use of the Services, LiveControl may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of this Agreement.

4.3 Data Retention. LiveControl shall retain previous Produced Events in perpetuity, accessible directly in the customer dashboard. In the event LiveControl or Customer terminates this Agreement in accordance with Section 8.2, LiveControl shall retain a copy of Customer Data from Produced Events (the “Archived Content”) immediately after the end of the Service Term (as defined below). Before the end of the Service Term, Customer may request the Archived Content, and LiveControl shall provide Customer with the Archived Content in a professional and workmanlike manner, in a format mutually agreed upon by the Parties. Customer agrees and acknowledges that LiveControl has no obligation to provide Archived Content after the end of the Service Term. If Customer has the Cloud ISO Storage Add-On, per the Quote, files will be stored and accessible for 30 days following the event. Customer understands that upload times are dependent on their local upload speeds.

5. REGISTRATION; DATA COLLECTION

5.1 User Registration and Data Collection. Company provides a live web player platform (the "Platform") that allows Customer to stream live events to viewers ("Viewers"). Customer has the option to require registration for Viewers in order to access and view live events, or Customer may offer registration as an optional feature. By accessing and using the Platform, Customer agrees to the terms outlined in this section.

5.2 Optional Viewer Registration.

(a) Required Registration: Some events streamed on the Platform may require Viewers to register in order to gain access. When required registration is implemented, Viewer will need to provide first name, last name, and email address to complete the registration process. This information will be collected and stored indefinitely by Company and Customer.

(b) Optional Registration: For certain events, registration may be offered as an optional feature. If you choose to register voluntarily, Viewer first name, last name, and email address will be collected and stored by Company and Customer.

5.3 Data Usage and Privacy. The data collected during registration, including Viewer first name, last name, and email address, 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. Company is committed to safeguarding Viewer privacy and complying with applicable data protection laws. Viewer information will be treated in accordance with Company Privacy Policy, which can be reviewed at https://www.livecontrol.io/legal/privacy-policy.

5.4 Data Access and Security. Customer and Company will have access to the registration data provided by Viewers for the purposes outlined in this section. Company will take reasonable measures to ensure the security and confidentiality of Viewer data, but cannot guarantee the absolute security of your information.

5.5 Termination and Deletion. If you wish to have your registration information removed from Company records, Viewer may contact us at support@livecontrol.io. Please note that some information may need to be retained for legal and administrative purposes.

5.6 Changes to Terms. Company reserves the right to modify or update these terms related to registration and data collection at any time. Changes will be effective upon posting on Company website. Continued use of the Platform after such changes constitutes Customer acceptance of the revised terms. By accessing and using the Platform, Customer acknowledge that Customer has read, understood, and agreed to the terms outlined in this section regarding registration and data collection. If Customer does not agree with these terms, registration should not be used for events on the Platform.

6. LIMITED WARRANTY; WARRANTY DISCLAIMER

6.1 Limited Warranty - Purchased Equipment. Subject to all the restrictions set forth herein, 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 date of shipment of the Equipment. LiveControl makes no warranties for Equipment purchased by Customer from a third party.

6.2 Limited Warranty - Leased Equipment. Subject to all the restrictions set forth herein, LiveControl warrants only to Customer that all Equipment leased from LiveControl will be free from design and manufacturing defects during the applicable Service Term. LiveControl makes no warranties for Equipment purchased by Customer from a third party.

6.3 Limited Warranty Process. Customer may contact LiveControl via email at support@livecontrol.io for warranty service solely for Equipment if purchased or leased from LiveControl. Customer must return the Equipment in secure packaging, shipping prepaid, as instructed by LiveControl. Under the Equipment warranty described in Section 6.1, LiveControl, at its sole option, either (i) will repair or replace any defective Equipment with a new or refurbished Equipment or components of equal or greater functionality as the returned Equipment, or (ii) will refund the purchase price paid to LiveControl for such Equipment, amortized on a straight-line basis over a two-year period beginning on the date such Equipment was installed by LiveControl hereunder. Replacement Equipment or components will continue to be warranted for the remainder of the applicable warranty term for the original Equipment. Repair, replacement or refund is the sole and exclusive remedy for breach of the Equipment warranty. This warranty does not cover defects or damages resulting from: (a) use of Equipment other than in a normal and customary manner in accordance with LiveControl’s documentation and all terms of this Agreement; (b) physical or electronic abuse or misuse, accident, or neglect; or (c) alterations or repairs made to Equipment that are not made by LiveControl. LiveControl will make the final determination as to the existence and cause of any alleged defect. No warranty is made with respect to custom equipment or goods produced to Customer’s specifications except as specifically stated in writing by LiveControl in the applicable Service Schedule. LiveControl will use reasonable efforts to destroy (but have no liability for any loss or inadvertent disclosure of) data stored or remaining on a Equipment returned to LiveControl. All returned Equipment and components become the property of LiveControl. Services and components that are not properly returned to LiveControl may be subject to a separate invoice as determined by LiveControl.

6.4 WARRANTY DISCLAIMER. THE REMEDY CHOSEN BY LIVECONTROL ACCORDING TO SECTION 6.2 IS CUSTOMER’S SOLE REMEDY, AND LIVECONTROL’S SOLE LIABILITY, WITH RESPECT TO ANY BREACH OF WARRANTY UNDER THIS AGREEMENT. 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 (ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS) ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NEITHER LIVECONTROL NOR ANY OF ITS SUPPLIERS OR LICENSORS MAKE ANY WARRANTY AGAINST LOSS OR INACCURACY OF DATA OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. LIVECONTROL ASSUMES NO LIABILITY FOR OR RELATING TO ANY INFORMATION WHILE IT IS TRANSMITTED ON ANY THIRD PARTY CARRIER LINES, OR ANY DELAY, FAILURE, INTERRUPTION, INTERCEPTION, LOSS, TRANSMISSION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION ATTRIBUTABLE TO TRANSMISSION ON SUCH CARRIER LINES. USE OF SUCH CARRIER LINES IS SOLELY AT CUSTOMER’S RISK AND IS SUBJECT TO ALL APPLICABLE LOCAL, STATE, NATIONAL, AND INTERNATIONAL LAWS REGARDING LIMITATION OF LIABILITY. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY.

7. PAYMENT

7.1 Service Fees.

(a) Equipment Fees. Equipment fees are due upon signing of applicable Quote. Equipment fees may be included in Platform Fees (below) dependent on the applicable Quote.

(b) 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 the equipment is shipped to the Customer, whether or not the Customer has installed equipment or started producing events, platform fee billing will commence as it is set forth in the Quote. If static streaming is included in your Platform Fee, this includes 20 hours a month of static streaming. Any additional static streaming will have a cost of $100 per month. If payment for additional streaming is not paid within the due date of the invoice, it may result in a disruption of the Company’s service.

(c) Subscription Fees - Credits. Customer shall pay LiveControl subscription Services fees on an annual basis as specified in the applicable Quote, for Produced or Static Events offered as part of the Services. As part of the annual subscription model, LiveControl shall provide Customers with a set amount of credits per year as stated in the Quote, to be applied towards Produced Events or Cemetery360 Events (the “Credits”). “Produced Event” means a live event filmed using the Equipment, transmitted and produced by LiveControl via the Software. In the event of a conflict between this Section 7.1(c) and the Quote, the Quote controls. All Credits must be used during the Service Term of the Agreement, and expire when the Service Term ends. The Service Term begins on the earlier of, the date of a completed installation quality check by LiveControl or sixty (60) days after the initial payment by Customer.

(d) Subscription Fees - Client Booking. If Customer is utilizing Client Booking, Customer is required to pay fees on either an annual or monthly basis as specified in the applicable Quote. Within sixty (60) days after the equipment is shipped to the Customer, whether or not the Customer has installed equipment or started producing events, billing will commence as it is set forth in the Quote. If there is a revenue share component listed in the Quote, LiveControl will pay any applicable revenue share to the Customer quarterly. In the event of a conflict between this Section 7.1(d) and the Quote, the Quote controls.

(e) Hosted Events. If a Customer is utilizing an enabled LiveControl venue, Customer is required to pay fees in advance of a produced event on a one-off basis as specified in the applicable Payment Invoice. Payment must be completed at least 48 hours prior to the event start time in order to guarantee service of a produced event.

(f) Other Fees. Includes multiple camera charges, add-ons, installation expenses, etc. Please refer to the Quote for payment specifics for Other Fees.

7.2 Commencement of Billing. Upon signing the applicable Quote, the Customer pays in advance the full invoice amount (“Original Invoice”). Once the payment for the Original Invoice is processed by LiveControl, LiveControl will work with the Customer on the installation and testing of the Equipment and Service for up to sixty (60) days. “Billing Commencement Date” will be on the earlier of either (A) when the Customer has begun to use the Service other than for testing purposes or (B) sixty (60) days after the Original Invoice was paid, whether or not the Customer has installed equipment or started producing events.

7.3 Commencement of Service Term. Upon signing the applicable Quote, the Customer pays in advance the full annual amount (“Original Invoice”). Once the payment for the Original Invoice is processed by LiveControl, LiveControl will work with the Customer on the installation and testing of the Equipment and Service for up to sixty (60) days. “Service Term” will be on the earlier of either (A) when the Customer has begun to use the Service other than for testing purposes or (B) sixty (60) days after the Original Invoice was paid, whether or not the Customer has installed equipment or started producing events.

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, whichever is less. LiveControl reserves the right to suspend Service or disable any other Software or Equipment until late payment is received in full. All amounts paid are non-refundable and a recurring, active payment method must be provided to LiveControl. The Customer allows LiveControl to automatically process payments in accordance with the signed Quote.

7.5 Taxes. As between the Parties, Customer is responsible for withholding, filing, paying and reporting all taxes, duties, and other governmental assessments associated with the subject matter hereunder, excluding taxes on LiveControl’s net income.

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 (the “Initial Order Term”), and following the Initial Order Term, shall automatically renew for additional successive periods of time equal in length to the Initial Order Term (each, a “Renewal Order Term”) (e.g. a year for annual subscriptions, two years for bi-annual subscriptions) 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 of the Initial Order Term or then-current Renewal Order Term, as applicable (Initial Order Term, and together with all Renewal Terms, the “Service Term”).

8.2 Termination for Cause. In the event of any material breach of this Agreement, the non-breaching Party may terminate this Agreement prior to the end of the Service Term by giving thirty (30) days prior written notice to the breaching Party; provided, however, that this Agreement will not terminate if the breaching Party has cured the breach prior to the expiration of such thirty-day period. Either Party may terminate this Agreement, without notice, (i) upon the institution by or against the other Party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other Party's making an assignment for the benefit of creditors, or (iii) upon the other Party's dissolution or ceasing to do business.

8.3 Termination for Convenience. LiveControl may terminate this Agreement for any reason or no reason at all upon thirty (30) days prior notice to Customer, provided that LiveControl shall refund Customer for any unused Credits as of the date of termination, with such refund amount not to exceed fees actually paid by Customer under this Agreement.

8.4 Equipment at Termination - Purchased Camera. If Customer has purchased cameras from LiveControl and has fully paid off the camera amount per the Quote, the Customer shall retain possession of the camera after termination. This is only applicable to the cameras, all other equipment (i.e. encoders, routers, audio interface, etc.) must be returned to LiveControl by the Customer within 30 days of termination date. The equipment must be shipped to LiveControl in proper packaging and will be evaluated for defects by LiveControl before the equipment will be accepted. If the equipment is deemed defective due to user-error or shipping, LiveControl can require payment up to the amount of the equipment depending on the damage to the equipment. If the customer paid an Equipment Deposit per the applicable Quote, once the equipment is returned to LiveControl and deemed acceptable, the Equipment Deposit will be paid back to the Customer within 30 days of receiving the equipment at LiveControl’s headquarters.

8.5 Equipment at Termination - Leased to Buy. If Customer has leased-to-buy cameras from LiveControl and has fully paid off the camera amount per the Quote, the Customer shall retain possession of the camera after termination. This is only applicable to the cameras, all other equipment (i.e. encoders, routers, audio interface, etc.) must be returned to LiveControl by the Customer within 30 days of termination date. If the Customer has leased-to-buy the camera and has not yet fully paid off the camera amount per the Quote, the Customer must either (A) pay the remaining amount to LiveControl within 30 days of termination date; or (B) return the camera to LiveControl within 30 days of termination. The camera must be shipped to LiveControl in proper packaging and will be evaluated for defects by LiveControl before the equipment will be accepted. If the equipment is deemed defective due to user-error or shipping, LiveControl can require payment up to the amount of the equipment depending on the damage to the equipment. If the customer paid an Equipment Deposit per the applicable Quote, once the equipment is returned to LiveControl and deemed acceptable, the Equipment Deposit will be paid back to the Customer within 30 days of receiving the equipment at LiveControl’s headquarters.

8.6 Equipment at Termination - Leased. If the Customer has leased the equipment per the Quote, the Customer must either (A) pay the full equipment amount to LiveControl within 30 days of termination date; or (B) return the equipment to LiveControl within 30 days of termination. If option 8.6 (B) is selected by the Customer, the equipment must be shipped to LiveControl in proper packaging and will be evaluated for defects by LiveControl before the equipment will be accepted. If the equipment is deemed defective due to user-error or shipping, LiveControl can require payment up to the amount of the equipment depending on the damage to the equipment. If the customer paid an Equipment Deposit per the applicable Quote, once the equipment is returned to LiveControl and deemed acceptable, the Equipment Deposit will be paid back to the Customer within 30 days of receiving the equipment at LiveControl’s headquarters.

8.7 The following provisions shall survive any termination of this Agreement: the last sentence of Section 1.2, and Sections 2.2, 2.5, 3.1, 3.3 and 4-11 (inclusive).

9. CONFIDENTIALITY; PUBLICITY

9.1 Confidentiality. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). 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 thereto for purposes of this Agreement, 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, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is Aggregated Anonymous Data as provided in Section 4.1 above. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. Customer acknowledges that LiveControl does not wish to receive any Proprietary Information from Customer that is not necessary for LiveControl to perform its obligations under this Agreement, and, unless the parties specifically agree otherwise, LiveControl may reasonably presume that any information received from Customer that is not necessary for LiveControl to perform such obligations is not confidential or Proprietary Information.

9.2 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 (and all use thereof and goodwill arising therefrom shall inure to the sole and exclusive benefit of Customer).

10. INDEMNIFICATION

10.1 LiveControl Indemnity.

(a) Indemnification Scope. Except as provided below, LiveControl agrees to (i) defend Customer against any demand, claim, action or suit brought by a third party (each, a “Claim”) against Customer alleging that the Software infringes any US patent or copyright or misappropriate any trade secret of such third party and (ii) indemnify Customer for settlement amounts or judgments, damages, liabilities, costs and expenses (including its reasonable attorneys’ fees) (collectively, “Losses”) incurred by Customer, to such third party by a court of competent jurisdiction, or agreed to as part of an approved monetary settlement arising out of such Claim.

(b) Substitute Services. If the Software becomes or, in LiveControl’s opinion, is likely to become the subject of any injunction preventing its use as contemplated herein, LiveControl may at its option and expense, either (i) procure the right to continue exercising the rights licensed herein; (ii) replace or modify the Services so that the Software becomes non-infringing and remains functionally equivalent; or (iii) if, despite its commercially reasonable efforts, LiveControl is unable to do either (i) or (ii), terminate the rights licensed herein, and pay to Customer a prorated refund of money paid to LiveControl for the subscription to the Services, reduced on a straight-line basis from the date of subscription in the applicable Quote.

(c) Exclusions. Notwithstanding the foregoing, LiveControl will have no obligation with respect to any infringement claim based upon (a) any use of the Service that is not in accordance with this Agreement or the corresponding documentation; (b) any use of the Service in combination with other products, equipment, software, or data not supplied by LiveControl if such infringement would not have arisen but for such combination; or (c) any modification of the Service by any person other than LiveControl where such infringement would not have occurred absent such modification. This Section 10.1 states LiveControl’s entire liability, and Customer’s sole and exclusive remedy, for infringement claims and actions.

10.2 Customer Indemnity. Customer shall defend LiveControl against any Claims and indemnify LiveControl, its affiliates, and each of its and their employees, contractors, directors, supplier and representatives, from any Losses arising from Customer’s actions in connection with any (i) unauthorized use of the Service, and any Software or Equipment, including any claim that such actions violate any applicable law or third party right, (ii) any material breach of this Agreement and (iii) Customer’s negligence, gross negligence or willful misconduct in connection with Services contemplated by this Agreement.

10.3 Indemnification Procedures. The Party seeking indemnification hereunder must notify the indemnifying party in writing, promptly after receipt of actual notice of any Claim for which it seeks indemnification; provided, however, any such failure shall not relieve the indemnifying party of its obligations hereunder except to the extent that the indemnifying party is actually prejudiced by such failure to notify. The indemnifying party shall have sole control and authority with respect to the defense, litigation, compromise or settlement of such Claim (except to the extent that any settlement involves material commitments, responsibilities or obligations on the part of the indemnified party, in which case such settlement shall require the prior written consent of the indemnified party, which consent shall not be unreasonably delayed, conditioned or withheld). The indemnifying party shall not be responsible for any settlement it does not approve in writing. The indemnified party shall provide reasonable information, cooperation and assistance as required by the indemnifying party (at the indemnifying party's expense). The indemnified party reserves the right to participate at its own cost in any proceedings with counsel of its own choosing; provided, however, the indemnified party shall at all times be subject to the indemnifying party's sole control and authority with respect to defending, litigating or settling the Claim.

11. LIMITATION OF LIABILITY

IN NO EVENT WILL LIVECONTROL (OR ITS LICENSORS OR SUPPLIERS) 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, ANY SOFTWARE, EQUIPMENT OR ANYTHING ELSE PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE SERVICE, ANY SOFTWARE OR EQUIPMENT OR ANYTHING ELSE PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OR CORRUPTION OF DATA, ERROR OR OMISSION IN THE SERVICE, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF LIVECONTROL (OR ITS LICENSORS OR SUPPLIERS) HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. EXCEPT FOR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, THE TOTAL LIABILITY OF EITHER PARTY HEREUNDER, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE AMOUNTS PAID BY CUSTOMER TO LIVECONTROL IN THE TWELVE (12) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM, SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY. THIS SECTION DOES NOT LIMIT LIABILITY FOR BODILY INJURY OF A PERSON.

12. MISCELLANEOUS

12.1 Severability. If any provision of this Agreement 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 and enforceable.

12.2 Assignment. This Agreement is not assignable, transferable or sublicensable by Customer except with LiveControl’s prior written consent which consent shall not be unreasonably withheld. LiveControl may freely transfer and assign any of its rights and obligations under this Agreement without notice to Customer.

12.3 Entire Agreement; Waiver; Amendment. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers, modifications, and amendments must be in a writing signed by both parties, except as otherwise provided herein.

12.4 Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind LiveControl in any respect whatsoever.

12.5 Notices. 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 facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid.

12.6 Governing Law and Dispute Resolution. This Agreement will be governed by the laws of the State of California, U.S.A. without regard to its conflict of laws provisions thereof. The federal and state courts sitting in Los Angeles County, California, U.S.A. will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement, provided that either party may seek injunctive relief in any court of competent jurisdiction. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

12.7 Export. Customer agrees not to export, re-export, or transfer, directly or indirectly, the Service, Software, Equipment, any technical data, information acquired from LiveControl, or any products incorporating such data or information, in violation of applicable export laws or regulations.

12.8 Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations under this Agreement on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages, computer, telecommunications, Internet service provider or hosting facility failures or delays involving Equipment, software or power systems not within possession or reasonable control of the party, or any other cause that is beyond the reasonable control of the party (“Force Majeure”). LiveControl will not be liable for any loss resulting from a cause over which it does not have direct control.

12.9 Order of Precedence. In the event of any conflict between this Agreement and the terms and conditions of Quote, the order of precedence is as follows: (1) the Quote and (2) this Agreement.

EXHIBIT A

HARDWARE

1. Installation:

Company will supply all hardware necessary for Company provided live-streaming setup. This may include an encoder, cameras (with power supplies, if necessary), a network switch, a network router and an audio interface.
Company’s equipment must be stored in an indoor, well-ventilated area with power and internet access available (Company will work with Customer to confirm that the installation location meets these criteria prior to scheduling installation)
Each camera must be within 150 feet of the equipment location
Company requires an internet connection for the ability to stream. Ideally, this cable should be directly connected to the Customer's modem. Company’s installer will run a CAT6 cable from the provided router to Customer’s modem at a maximum of 200-feet. If there is an existing internet jack or port in the equipment location, this can be used as well, as long as it provides reliable access to the internet. WIFI cannot be used, a wired connection is required.
Key people who must be present for the installation: A) A point of contact available on-site for the installation who can provide access to any rooms and spaces, has the authority to approve any of the wiring runs during the installation process. B). A member of Customer’s technical team who is in charge of your audio equipment C). A member of Customer’s technical team who works with, or is familiar with, the location’s ISP to ensure that the network is configured properly
Company’s wiring installation does not include routine or future maintenance. The installation is as-is and will be validated to work at the time of installation. Any repairs or changes are at the cost of the Customer, not LiveControl.
The 3rd party installer is responsible and liable for any damage done during the installation process. Please contact the Company for more information on 3rd party installer insurance coverage. Claims against the 3rd party installer must be filed within 30 days of installation to be valid. After those 30 days, Company no longer accepts any liability.
Cameras must be installed on a permanent surface. The Customer is responsible to provide the proper location (i.e. wall, columns, pipes) for the cameras to be mounted ahead of installation. If the Customer is not able to provide a permanent surface for installation, the Customer will be responsible for the costs to install the proper mounting locations, in addition to the existing installation costs. If the Customer is not able to provide a permanent surface for installation, the Customer takes all responsibility for any damage done if mounting fails (i.e. property and personal injury).
Any additional charges from our installation team (i.e. canceled visit fees), the Customer is responsible for the full cost.
If Customer does self-installation or does not use the recommended installer provided by the Company, the Customer takes full responsibility for the equipment and any personal liability. If LiveControl Owned Equipment is damaged by any self-installation or non-recommended installer, the Customer agrees to pay full price for the damaged equipment.
The original installation is approved by the Customer automatically after 30 days unless communicated in writing to the Company. Any changes from the original installation will be funded by the Customer completely and the Company has no obligation to pay for reinstallation after the original installation.
If the installation cost is deemed excessive, the Customer will be responsible for the cost over the thresholds listed below:
2 Standard Camera Set-up: Excessive if install cost is over $2250
3 Standard Camera Set-up: Excessive if install cost is over $3000
4 Standard Camera Set-up: Excessive if install cost is over $3750
2 Pro Camera Set-up: Excessive if install cost is over $2750
3 Pro Camera Set-up: Excessive if install cost is over $3500
4 Pro Camera Set-up: Excessive if install cost is over $4250

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2. Access:

Company has the right to access Company’s equipment and any equipment used with the Company’s streaming during normal business hours.

CUSTOMER SUPPORT SLA

1. LiveControl shall provide Customer with services outlined in applicable Quote, including:

Service Credits with length as outlined on Quote
Produced Events with at least 48 hours of lead time, unless otherwise agreed upon in overriding Master Service Agreement
Access to LiveControl Dashboard, including web player, simulcasting, and event analytics
À la carte event purchases through LiveControl Dashboard

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2. Customer may contact LiveControl Support Team via phone and/or email as provided by LiveControl to Customer

TECHNOLOGY SLA

The LiveControl Platform is broken down into the following areas of functionality:

Ingestion is defined as allowing audio and video that is being streamed from the livecontrol encoder to be received and processed by a server for the purposes of Distribution and Content Archival. Ingestion within the LiveControl platform is contracted out to a third party and is covered by the uptime guarantee as defined in the third party’s SLA.
‍Distribution is defined as taking audio and video that has been streamed to the Ingestion pipeline and making it accessible to the audience, either through direct distribution via HLS to viewers browsers, or through simulcasting via RTMP to a third party service including but not limited to Facebook and YouTube. Distribution via HLS within the LiveControl platform is contracted out to a third party and is covered by the uptime guarantee as defined in the third party’s SLA. Distribution via RTMP to a Simulcasting Destination is covered in the SLA between the Client and the third party. LiveControl gives no guarantee for simulcasting as it is, by nature, working with an external service provider outside of LiveControl’s control, however simulcasting destinations are closely monitored to ensure rapid resolution where possible if errors occur.
‍Content Archival is defined as taking audio and video that has been streamed to the Ingestion pipeline and making it accessible to the audience and client after the content has been streamed, this includes all content related to VOD (Video On Demand) assets. Content Archival within the LiveControl platform is contracted out to a 3rd party and is covered by their uptime guarantee of 99.9%.
‍Operator Control is defined as allowing an operator to access an encoder and control the production throughout the duration of a LiveControl Produced Event. The technology and servers required to allow operator control within the LiveControl platform utilize 3rd party services and are subject to their uptime of 99.5%.
‍Encoder Communication is defined as the internal communication between a LiveControl Encoder and LiveControl’s backend platform. This communication allows encoders to have events scheduled both for static and produced services and is covered by the LiveControl Platform’s 99.9% uptime guarantee.
‍Dashboard is defined as the interface that allows Clients to Schedule Events, Access Archived Content, Manage Simulcast Targets, Manage Billing, and Manage Sub Users. The Dashboard is covered by the LiveControl Platform’s 99.9% uptime guarantee.
‍Web Player is defined as the interface that allows Viewers to access Live Streamed Content and Archived Content on the livecontrol.tv domain. The Web Player also includes the ability for clients to embed archived content and Live Streams into their own website. The Web Player is separate from Distribution and Content Archival, though uses the Distribution and Content Archival mechanisms provided by the LiveControl platform to show content. It is covered by the LiveControl Platform’s 99.9% uptime guarantee.

COPYRIGHT DISPUTE POLICY

LiveControl reserves the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users and (2) remove and discontinue service to repeat offenders.

1. Customer Procedure for Reporting Copyright Infringements. If you believe that material or content residing on or accessible through the Services infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to LiveControl's Designated Agent to Receive Notification of Claimed Infringement (our “Designated Agent,” whose contact details are listed below):

A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
Identification of works or materials being infringed;
Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Company is capable of finding and verifying its existence;
Contact information about the notifier including address, telephone number and, if available, email address;
A statement that the notifier has a good faith belief that the material identified in (1)(c) is not authorized by the copyright owner, its agent, or the law; and
A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

2. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent. Upon receipt of a proper notice of copyright infringement, we reserve the right to:

remove or disable access to the infringing material;
notify the content provider who is accused of infringement that we have removed or disabled access to the applicable material; and
terminate such content provider's access to the Services if they are a repeat offender.

3. Procedure to Supply a Counter-Notice to the Designated Agent. If the content provider believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider believes that it has the right to post and use such material from the copyright owner, the copyright owner's agent, or, pursuant to the law, the content provider may send us a counter-notice containing the following information to the Designated Agent:

A physical or electronic signature of the content provider;
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
A statement that the content provider has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
Content provider's name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s address is located, or, if the content provider's address is located outside the United States, for any judicial district in which such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, LiveControl may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that LiveControl may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at LiveControl's discretion.

Please contact LiveControl's Designated Agent at the following address: LiveControl Inc.
Attn: DMCA Designated Agent

2261 Market Street #5387
San Francisco, CA 94114