Terms of Service

Updated 

12.16.2021

Introduction

This TERMS OF SERVICE (“Agreement”) is by and between LiveControl Inc., a Delaware corporation ("LiveControl", "We", "Us", or "Our"), and [CLIENT] (“You,” “Your”) and relates to camera operator services (each a “Service”) as referenced on www.LiveControl.io (“Website”) and as further described below. By using our Services, You expressly accept and agree to this Agreement and consent to contract with Us electronically. If You do not agree with this Agreement, You may not use the Services.

1. The service; obligations of the parties

1.1 We will provide You the Services so described when You ordered the Services through the Website, or, alternatively, asidentified in the emails that you and we have communicated with each other, which are incorporated in this agreement (“Emails”).

1.1.1. The number of credits available to You are as specified in the Emails (“Credits”).

1.1.1.1 Monthly Plan. If You have a monthly plan, (i) Credits will be added to your account and will be available promptly following each monthly payment of the Fees and (ii) your Credits are eligible to rollover for up to six months so long as your subscription remains active.

1.1.1.2 Annual Plan. If you have an annual plan, (i) Credits will be added to your account in full promptly following your payment of the Fees and (ii) your Credits expire 12 months from the commencement of your subscription.

1.1.2. Each Credit can be used for up to one-hundred and fifty (150) minutes of Service. Thus, every 150 minutes of the use of the Service or a fraction thereof will consume one (1) Credit. A Credit cannot be partially used, prorated, or split.

1.1.3. If an event exceeds its applicable time limit by more than 15 minutes, an additional service credit will be automatically used and deducted from Your plan and the event will become a Static Event (as defined below)unless We are able to staff a videographer, which we will take commercially reasonable efforts to do.

1.1.4. Notice; Cancellation. You agree to provide Us the following minimum advance notice for the operation and start of a Service: 48 hours for a Produced Event (as defined below), 15 minutes for a Static Event and 15 minutes fora Simulated Live Event (as defined below). If you cancel a Produced Event with less than 48 hours advance notice, you irrevocably forfeit the Credit and the Credit will not be refunded. If you timely cancel a ProducedEvent, you will retain the Credit.

1.1.5. Web Player. As of the date hereof, the Services include access to and use of Our Web Player at no additional expense. However, we reserve the right to charge You incremental and commercially reasonable fees related to the Web Player in the future at our sole discretion.

1.1.6 Definitions.

1.1.6.1 “Produced Event” means a live event where video camera(s) are actively panning, tilting, and zooming and are supervised and/or controlled by a human operator.

1.1.6.2 “Static Event” means a live event where a single video camera maintains a consistent, fixed position and automatically records and/or streams.

1.1.6.3 “Simulated Live Event” means a live event where no cameras are utilized and a previously recorded video is streamed at a predetermined date and time.

1.2. In connection with the Services, We agree to:1.2.1. Provide a LiveControl representative for each Produced Event to operate the camera(s);

1.2.2 Take commercially reasonable efforts to collect and take into consideration Your feedback regarding theServices and to improve on the Services; and

1.2.3 Provide commercially reasonable uptime in our Services; provided that any third party integration with Our systems and/or the Services may impact uptime and are beyond Our control, and You hereby acknowledge and agree that We are not responsible for any interruption to uptime resulting from such third party integration.

1.3. In connection with Our provision of the Services, You agree to:

1.3.1. Properly install and maintain all equipment related to and used in the Services;

1.3.2. Continuously supply power to all equipment related to and used in the Services;

1.3.3. Maintain adequate and reliable internet speeds (i.e., at least 10mbps upload speed) when relevant for theServices; and

1.3.4. Maintain good faith communication and cooperation with us on an ongoing basis (including by providing feedback to Us as needed).

2. Term

2.1. After You have agreed to this Agreement, electronically or otherwise, this Agreement shall commence on the earlier of(i) the date that the equipment related to the Services is installed on site and (ii) the date that is 60 days after the dateon which your equipment is shipped to You (“Effective Date”), and shall continue until one (1) year thereafter (the“Initial Term”). This Agreement shall automatically renew after the Initial Term for successive one (1) year terms (each, a “Renewal Term”) unless either party gives written notice at least 90 days prior to the end of such term. The Initial Term and any Renewal Term shall herein be referred to as the “Term”.

3. Fees

3.1. The Fees for the Services shall be the fees so described when You ordered the Services through the Website, or, alternatively, as identified in the Emails. The Fees may include variable fees for transactions or usage. In addition, incremental Fees may be charged in the following instances:

3.1.1 Any movement of equipment (without our express consent) after the installation will result in a recalibrationfee to be determined in our reasonable discretion.

3.1.2 After the LiveControl onboarding process, any lighting or audio sync may incur an additional service charge tobe determined in our reasonable discretion.

3.1.3 If We do not receive Your payment within 30 days of the effective date of the Term (the “Payment Due Date”),You will be charged a late fee of $199. Thereafter, You will also be charged an additional late fee of $199 foreach 14 day period following the Payment Due Date that you are delinquent. If payment is not received within60 days of the Payment Due Date, We reserve the right to report such delinquency to a collections agency.

3.1.4 If You connect to LiveControl equipment during an unauthorized action, You will be charged a fee of $299.

3.2. Monthly Fees. If You opt to pay on a monthly basis, You agree to pay for the subsisting Monthly Fees during the Term.

3.3. Annual Fees. If You opt to pay on an annual basis, You agree to pay upfront for the entirety of the Term.

4. Cancellation

4.1. Subject to Section 1.1.4, there will be NO refunds or credits for partial use, non-use, downgrade of the Services, or aportion of the Fees You paid for the period prior to cancellation or termination.

5. No Refunds

5.1. The Fees payable and paid under this Agreement are non-refundable.

5.2. No refunds shall be granted for discounts, vouchers, or coupons availed as part of the Service

6. Content; Intellectual Property Ownership

6.1. You acknowledge and agree that You shall be solely responsible for the content documented and stored in the Services (“Content”) and the consequences of posting or publishing them. You are the sole and exclusive owner of the Content.The Services merely act as a passive conduit for the documentation and storage of the Content. Notwithstanding the foregoing, You hereby expressly grant us permission to, in our discretion, publicly display Your web player (includingYour content) in Our publicly searchable directory.

6.2. You warrant and represent that the Content infringes no intellectual property rights, licensing rights, third-party right of privacy, right of publicity, or any other third-party right or proprietary interest.

6.3. If any Content in the Service infringes a copyright, You acknowledge and agree to be liable and responsible for responding expeditiously in removing or disabling any Content claimed to be infringing and will follow the procedures specified in the Digital Millennium Copyright Act to resolve the claim between the notifying party and the alleged infringer. We will not be liable and responsible for removing or disabling such Content.

6.4. We may disclose the Content when necessary for compliance with a legal obligation to which We are subject, or in order to protect Our vital interests. We may also disclose the Content when necessary for the establishment, exercise or defense of legal claims, whether in or out-of-court proceedings.

6.5. The Content does not represent Our views or any individual associated with Us, and We do not control the Content. In no event shall You represent or suggest, directly or indirectly, Our endorsement of the Content. We do not vouch for the accuracy or credibility of any the Content on the Services, and do not take any responsibility or assume any liability for any actions You may take as a result of the Content.

6.6 The Services, including the "look and feel" (e.g., text, graphics, images, logos), content and other material, are protected under copyright, trademark and other laws. You acknowledge and agree that We own all right, title and interest, including all related intellectual property rights, in and to Our technology and the Services. You agree not to take any action(s)inconsistent with Our ownership interests. Any and all suggestions, ideas, enhancement requests, feedback, recommendations or other similar information provided by You (the “Suggestions”), as well as all improvements, updates, modifications or enhancements, whether made, created or developed by Us or otherwise relating to theServices (the “Revisions”), are and will remain Our property. No Suggestions or Revisions provided by You shall be construed to grant You any rights or licenses in and to Our intellectual property rights or such Suggestions and Revisions.All Suggestions and Revisions shall become Our sole and exclusive property and We reserve the right to use theSuggestions and Revisions in or for any manner or purpose whatsoever.

7. Your audio and Equipment

7.1. If You purchase a camera or equipment from Us, the purchase includes a three (3)-year manufacturer warranty.

7.2. If You decide to use Your own cameras or equipment or if You purchase a camera or equipment from Us, We will not be responsible for any downtime, error, malfunctions, accident, fire, lightning, explosion, power surge or failure caused by the camera or equipment. You are entirely responsible for ensuring that your camera and equipment are in good working condition and compatible for the recording and storing the Content. You acknowledge and agree that you are solely and exclusively responsible for, and We shall bear no responsibility or liability of any kind whatsoever related to, the installation, maintenance and operation of any and all equipment used in connection with the Services.

7.3. If You lease any equipment from Us (including cameras), you acknowledge that We remain the sole and exclusive owner of such equipment and that You are responsible for maintaining such equipment in good working condition (normal wear and tear excepted). Other than normal wear and tear (as determined by Us in our reasonable discretion), You are responsible for the cost of any repair, maintenance and replacement of any leased equipment at the full repair or retail value, as applicable. If you have made a refundable deposit in connection with any leased equipment, such refundable deposit will be refunded to You reasonably promptly following your termination of this Agreement in accordance with its terms and our receipt of the leased equipment in good working condition (normal wear and tear, as determined byUs in our reasonable discretion, excepted).

7.4. If You decide to provide any audio mix to Us, We will not be responsible for any inferiority or inadequacy in the resulting audio caused by the use of Your audio mix. You are entirely responsible for providing an adequate audio solution in the creation of the Content.

8. Payments

8.1. Payment for Fees is on a recurring basis and You agree to maintain a valid credit card on file with Us. You agree to provide updated information regarding Your credit card or payment method at any time the information is needed. You must promptly inform Us of any changes in Your credit card information. You give Us the pre-authorization to verify ifYour credit card or payment method account is valid and has the necessary funds or credit available to cover Your payments. You authorize such credit card to pay any amount described herein.

8.2. Payments will be automatically charged to Your credit card on-file. In case of payment delay or failure, You will not able to use any chargeable features of Our Services until the payments in due have been fully paid.

8.3. Taxes. The charges included here do NOT include taxes. If We are required to pay any federal, state, provincial or local sales, use, property or value added taxes including, without limitation, GST and/or provincial sales tax based on theService provided under this Agreement, the taxes shall be separately billed to You, unless You are able to provide proof of appropriate, qualifying tax exempt status. We shall not pay any interest or penalties incurred due to late payment or nonpayment of such taxes by You.

9. Termination

9.1. We may terminate this Agreement for any reason upon written notice to You. If We terminate in such a manner, We shall refund You a portion of the fees You paid prior to such termination, pro-rated based on the subscription services already provided.

10. Results of Termination or Cancellation

10.1. In the event this Agreement is terminated or cancelled upon Your request, We will make available to You a copy theContent for a period of thirty (30) days after Termination. After the 30-day period, You agree and acknowledge that We have no obligation to retain the Content or other data, and may delete same.

11. Confidentiality

11.1. You acknowledge that Your use of the Service may result in Us disclosing Our Confidential Information to You.“Confidential Information” refers to certain information that We reasonably regard as proprietary or confidential including, but not limited to, Our prices, fees, charges, discounts, business, customers, products, proposed products, plans, inventions, processes and techniques.

11.2. You agree to hold in confidence and not use or disclose any Confidential Information to outside parties and other service providers including our competitors, except in accordance with this Agreement. You may disclose ConfidentialInformation, on a need-to-know basis, to Your personnel who have agreed in writing to non-disclosure terms at least as protective as the provisions of this Section, for purposes permitted in this Agreement, subject to the condition that You shall be liable for their breach of this Section.

11.3. You agree that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury toUs and that, in the event of such breach, We will be entitled, in addition to any other available remedies, to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages.

12. Indemnification; Limited Liability

12.1. You shall indemnify, defend and hold harmless Us and our affiliates and ours and their respective directors, officers, employees and agents (hereinafter referred to collectively as the “Indemnified Parties”) from and against any and all losses and damages resulting from any claim, suit or proceeding made or brought by a third party against anyIndemnified Party arising out of your negligence, willful misconduct or breach of any obligation, representation or warranty hereunder, provided that your indemnification obligation shall not apply to the extent such losses or damages are attributable to Our negligence or willful misconduct.

12.2. TO THE EXTENT PERMITTED BY APPLICABLE LAW: (A) WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, PROFITS,GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) OUR TOTAL LIABILITY TO YOU, EXCEPT FOR OUR CONTRACTUAL PAYMENT OBLIGATIONS HEREUNDER (IF ANY), SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO US OVER THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM(S) OR ONE HUNDRED DOLLARS (USD $100), WHICHEVER IS GREATER.

12.3. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM ORHER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY” OR OTHER LIKE PROVISIONS OF SIMILAR IMPORT.”

13. Warranty Disclaimers

13.1.We put in place several fail-safes to prevent the interruption of filming, operating, recording, and live streaming aService. However, the following (but not limited to) events may cause the disruption of a Service: physical damage to equipment, unplugging of equipment, power failure, internet failure, audio issues, and other issues out of Our control.WHILE WE ATTEMPT TO MAKE YOUR USE OF THE SERVICES SAFE AND RELIABLE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SERVICES ARE FREE FROM HARMFUL OR RISKY COMPONENTS. WE MAKE NO WARRANTIES REGARDING SECURITY OR RELIABILITY OF THE SERVICES. WE ARE NOT RESPONSIBLE FOR ERRORS OR OMISSIONS IN ANY INFORMATION OR CONTENT ACCESSED THROUGH THE SERVICES, THE WEBSITE, OR ANY OTHER PART OF THE SERVICE.

13.2. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SERVICES. WE DO NOT REPRESENT OR WARRANT THAT THE INFORMATION AVAILABLE THROUGH THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE.

14. Documents Incorporated

14.1. The following separate agreements are incorporated and referred in this Agreement:

14.1.1. Our Terms and Conditions of Use at www.livecontrol.io/terms. All capitalized words not defined in thisAgreement have meanings as in the Terms and Conditions.

14.1.2. Our Privacy Policy at www.livecontrol.io/privacy.

14.1.3. If You lease Our camera, the Camera Lease Terms of Service at www.livecontrol.io/camera-lease-terms.

14.2. You acknowledge and agree to the above incorporated agreements, whenever applicable.

15. Applicable Law and Venue

15.1. This Agreement is governed by and construed in accordance with the laws of the United States of America and the State of California, without resort to its conflict of law provisions. You agree that with respect to any disputes or claims, any action at law or in equity arising out of or relating to the Services or this Agreement of Use shall be filed only in the state and federal courts located in Los Angeles County, California and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts. IN ANY SUCH ACTION, YOU AND US IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY.

16. Force Majeure

16.1 In no event shall either party, its affiliates, or any of their directors, officers, employees or agents, be liable for any delay or failure to fulfill its obligations under this Agreement due to Force Majeure if the invoking party: (a) promptly following theForce Majeure event, gives notice to the other party describing the Force Majeure and the measures it proposes to remedy or mitigate the effects of the Force Majeure; and (b) uses commercially reasonable efforts to remedy or mitigate the effectsof the Force Majeure. “Force Majeure” means any of the following events or causes which are beyond the control of the party claiming force majeure and are unable to be overcome by that party’s exercise of reasonable care and which could not have been reasonably foreseen: acts of war; acts of terrorists or public enemies; riots or civil commotions; acts of God and natural catastrophes such as health pandemics, earthquakes, floods, volcanic activity and fire; and strikes, lockouts, slowdowns or other labor disruption of a party or its personnel.

17. Logos

17.1 You grant Us permission to use your name and logo in Our marketing materials, subject to including (if applicable) a trademark attribution notice giving notice of the Company’s ownership of its trademarks in the marketing materials in which the Your name or logo appear.

18. Contact Us

18.1. If You have any questions or comments, please contact Your assigned Account Manager or Sales Representative, or call us at 310-361-4169.