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Terms Of Service

Version 1.0: Updated 06/06/2024

Except as otherwise modified or superseded by the specific terms of any simultaneously executed

content distribution agreement (the “Content Distribution Agreement”), which is incorporated herein by

this reference, the terms of service set forth herein, constitute the full and complete agreement between

You (as hereinafter defined), and Sports Studio, Inc., a Delaware corporation, for the distribution of

various Partner Content across any designated Output (collectively, the “Agreement”).

 

1. DEFINITIONS. Capitalized terms not otherwise defined in this Agreement are defined herein:

 

1.1 “Business Day” shall mean Monday through Friday, 9am to 5pm PST, excluding United States

Federal holidays.

 

1.2 “Company”, “Service Provider”, “we”, “us”, “our”, or “Sports Studio” shall mean Sports Studio,

Inc., a Delaware corporation.

 

1.3 “End User” shall mean any consumer of any Partner Content distributed via any designated Output.

 

1.4 “Partner Content” shall mean any text, photos, graphics, images, audio/visual content, trademarks,

logos, materials, feeds, multimedia, and/or information uploaded or provided by Partner for distribution

across any Output.

 

1.5 “Operator” shall mean the third-party owner/operator of any Output or Platform.

 

1.6 “Output” shall mean any Operator or Company owned and/or operated application (“app”), channel,

network, live/linear content broadcast or stream, video on demand delivery, or other means of End User

content delivery now known or hereafter devised, through which Partner Content may be distributed.

 

1.7 “Platform” shall mean any Operator or Company owned and/or operated means for, or endpoint of,

delivering, or supporting the delivery of, any Output.

 

1.8 “Service” shall mean the service provided by Company as further described herein, and within the

corresponding Content Distribution Agreement.

 

1.9 “You,” “Your,” or “Partner” shall mean You, and/or the company, person or entity utilizing the

Service.

 

2. SERVICE. 

 

2.1 Company will offer the Service subject to the terms of this Agreement. Under the Service, Company

will distribute, or otherwise offer or make available for distribution, Partner Content across one or more

Outputs. The Service may also include designing Partner Content artwork for display on various

Platforms, search engine optimization (“SEO”) and other efforts to market and promote the availability

of Partner Content to End Users, the management of Partner Content, the development of original

content to be distributed along with Partner Content, and the packaging and/or repackaging of Partner

Content for redistribution with other third-party content or Company-developed original content.

Notwithstanding anything set forth herein, Company shall not be required to highlight, favor, or

otherwise promote any specific Partner Content or Output, and shall have the right in its sole and

exclusive discretion to refuse to provide the Service to anyone.

 

2.2 Company shall begin providing the Service on the initial start date set forth in the Content

Distribution Agreement (the “Effective Date”), subject to Partner’s complete and satisfactory delivery of

all applicable Partner Content pursuant to delivery requirements provided by Company.

 

2.3 Notwithstanding anything to the contrary set forth in the incorporated Content Distribution

Agreement, Company will be Partner’s non-exclusive distributor of Partner Content via any Output.

 

3. TERM AND TERMINATION.

 

3.1 The term of this Agreement shall commence on the Effective Date and will continue for three (3)

years (the “Initial Term”). This Agreement will auto-renew for subsequent twelve (12) month periods

(each, a “Renewal Term”), unless Partner sends written confirmation no later than sixty (60) days prior

to the end of the then-current Term notifying Company of its intention to terminate this Agreement. All

Partner termination notices must be submitted in writing to support@sportsstudio.tv. Termination

Notices given by phone, physical mail or other means, or sent to any other email address will not be

honored. The Initial Term together with any Renewal Terms are hereby collectively referred to as the

“Term.”

 

3.2 Notwithstanding anything set forth in Section 3.1 above, this Agreement shall terminate upon prior

written notice (a) by Partner if Company materially breaches this Agreement and fails to cure such

breach within thirty (30) days from receipt of reasonably detailed written notice thereof; or (b) by

Company (i) if Partner materially breaches this Agreement, or any of the representations and warranties

contained herein; or (ii) if Company elects to terminate at its sole discretion for any reason, or no reason.

In the event of any termination hereunder, Company’s obligations to provide the Service shall

immediately cease.

 

3.3 Except as otherwise set forth herein, upon any termination of this Agreement, the rights and

obligations of the parties shall cease except that Sections 1, 10, 11, 12, 13, 15, 17 and 18 shall survive

termination and continue in full force and effect.

 

4. REVENUE SHARRING

 

4.1 As part of the Service, Company and Partner may, as specified in the Content Distribution

Agreement, agree to share in certain advertising, pay-per-view (“PPV”), subscription, and/or other

revenue generated by Company through its delivery of Partner Content via the Service. Any other

revenue generated by Company through the Service that is not directly associated with the consumption

of Partner Content, or otherwise through its operation of the Service, shall not be included in any

revenue sharing calculated pursuant hereto. Upon actual receipt of any specified revenue by any

Operator or Platform, pursuant to the applicable terms and conditions and accounting procedures and

schedules of the Operator, Platform, or other advertising network or applicable third party, and

regardless of when such revenue was earned by Company, Company will remit the share set forth in the

applicable Content Distribution Agreement (“Net Receipts”) to Partner as set forth in Section 4.4 below.

As used herein, “Net Receipts” means any and all applicable gross revenue actually collected and

received by Company as set forth herein, less all out-of-pocket costs determined by Company in its sole

discretion, which may include, without limitation, any third party fees paid by or on behalf of Company

in connection with providing the Service, as well as any monies paid by or on behalf of Company in

connection with the design of Partner Content artwork, the implementation of any SEO and/or other

promotional efforts, the management of Partner Content, the facilitation of any ad serving or delivery,

the processing of user transactions, and/or the incurring of so-called “app store fees,” as applicable.

 

4.2 Notwithstanding the foregoing, and except as otherwise provided herein, Partner shall be solely

responsible for any and all fees, costs and expenses incurred by Partner in connection with the creation,

curation, assembly, content licensing, development, and/or distribution of any and all Partner Content by

means of the Service, including, without limitation: (a) network charges for content distribution

(“CDN”); (b) fees, costs, and expenses incurred in connection with encoding/transcoding, digital

management (if applicable), and the hosting and serving of content; and (c) third-party integration fees.

 

4.3 Partner is responsible for any and all applicable taxes imposed on any Net Receipts received by

Partner from Company.

 

4.4 On the thirtieth (30th) day of the month following the end of each calendar quarter, or as soon

thereafter as is reasonably practicable, Company shall report all gross revenue generated from or in

relation to the applicable exploitation of any Partner Content via a reporting statement created by

Company. Company shall use commercial good faith efforts to ensure that all such reporting statements

completely and accurately reflect all revenues generated and actually collected and received by

Company from the Service in that quarter, as well as a detailed accounting of all costs incurred by

Company in that quarter. Company shall, within thirty (30) days of Partner’s receipt of each quarterly

reporting statement, tender payment to Partner for all Net Receipts actually received by Company in the

reported calendar quarter, less all bank fees, wire fees, or other charges related to such tender. Any

reported Net Receipts that have not actually been received by Company will carry over to the

subsequent calendar quarter. Company shall not make any distributions hereunder for any calendar

quarter in which Net Receipts do not exceed one hundred dollars ($100), and Company is entitled in its

sole discretion to establish a reserve in an amount to be determined by Company prior to making any

distributions hereunder. Partner shall have the right at Partner’s sole expense during normal business

hours to reasonably request further information regarding payments due to Partner hereunder. Partner’sacceptance of any payments made by Company hereunder shall prevent Partner from disputing any

amount owed and prevent Partner from demanding more information regarding payments finally due,

after one year from such acceptance.

 

5. PARTNER CONTENT RIGHTS; LICENSE GRANT.

 

5.1 Partner owns, solely and exclusively, all right, title and interest in and to all Partner Content and/or

Outputs made available by Partner to Company for distribution through the Service. COMPANY DOES

NOT ACQUIRE ANY TITLE OR OWNERSHIP RIGHTS IN PARTNER CONTENT AND/OR

OUTPUTS THAT PARTNER SUBMITS TO COMPANY FOR DISTRIBUTION VIA THE SERVICE.

After Partner submits, uploads, transmits, or otherwise makes available to Company any Partner Content

and/or Outputs, Partner continues to retain any all rights that Partner may have therein, subject to the

rights, licenses and privileges granted herein.

 

5.2 In consideration for Company’s distribution of Partner Content via the Service, Partner hereby grants

Company an irrevocable, worldwide, non-exclusive, sub-licensable, royalty free, fully paid-up,

unlimited right and license during the Term (i) to receive, store, use, reproduce, distribute (whether live

or pre-recorded, whether alone or with any other content, and whether digitally or via any other means),

market or promote, adapt (including, without limitation, the ability to edit, modify, translate, compile,

and/or reformat in any way, whether for regulatory compliance reasons or otherwise), transmit

(including, without limitation, to retransmit and make available simultaneously with other content and

on a time-shifted basis), publicly display, publicly perform, and/or otherwise commercially exploit

(including, without limitation, to insert, incorporate or substitute advertising, sponsorships and/or other

commercial materials) Partner Content, via any agreed upon Distribution Output, and any media now

known or hereafter developed upon which any such Distribution Output is made available, (ii) to

sublicense the foregoing rights, through multiple tiers, to the maximum extent permitted by applicable

law, and (iii) to block, disable or remove Partner Content in Company’s sole discretion (“License for

Partner Content”) solely in connection with the provision of the Service, including, without limitation,

serving as Partner’s agent in connection with the distribution and promotion of Partner Content (in each

instance, without notification or other obligation to you or any third party).

 

5.3 Company has the right, but not the obligation, to review any Partner Content and to delete, remove,

move, edit, reject or simply refuse to distribute, without notice to Partner, for any reason or for no reason

whatsoever, any Partner Content, including, without limitation, any Unauthorized Partner Content;

provided, however, that Company shall have no obligation or liability to Partner or any third party for

failure to do so or for doing so in any particular manner. As used herein, the term “Unauthorized

Material” means any Partner Content that: (a) is or may be construed as violating this Agreement; or (b)

is deemed to be unacceptable to Company, as determined in Company’s sole discretion. In the event

Company deletes, removes, rejects or simply refuses to distribute all Partner Content for three (3)

consecutive months of the Term, either party shall have the right in its discretion to terminate this

Agreement.

 

5.4 Partner hereby grants Company an irrevocable, worldwide, non-exclusive, sub-licensable, royalty

free, fully paid-up, unlimited right and license during the Term to use Partner’s name, the name of any

Partner Content or Output, and all related trademarks, service marks, logo marks and/or any other

intellectual property of Partner and Partner content and channels (collectively, “Partner IP”) to market

and promote Company and/or the Service, including by means of press releases. Concurrently with the

delivery of all Partner Content and/or Outputs, as set forth in Section 2.2 above, Partner shall provide all

Partner IP, thumbnails, metadata, graphics packages, and/or other creative content or materials

(including, without limitation, promos and other clips) necessary or requested by Company for its

exercise of such rights.

 

5.5 Partner will provide Company with ongoing access to Partner Content viewership data derived or

collected by Partner or any of its third-party content delivery service providers relating to the viewership

by End Users of Partner Content (collectively, “Partner Content Viewership Data”). Partner Content

Viewership Data shall include, without limitation, the number of times Partner Content is accessed, the

number of Output or Platform playbacks, and the duration of each such playback. Notwithstanding the

foregoing, Partner Content Viewership Data shall exclude any personal data of Users.

 

5.6 Partner represents, warrants and covenants that: (a) Partner owns the Partner Content and Partner IP

or otherwise has the right to grant the rights, licenses and privileges described in this Agreement, and

has the legal right and capability to enter into this Agreement and perform and comply with all of its

terms; (b) Partner’s submission, uploading, transmission, display and/or making available of any Partner

Content or Partner IP does not violate this Agreement, any rights of any other party or entity, or any of

Partner’s obligations, any law, rule or regulation, and does not violate any intellectual property,

proprietary, privacy, moral, publicity or other rights of any party or entity; and (c) Partner holds and

shall continue to hold all ownership, license, proprietary and other rights necessary to enter into,

authorize, grant rights and perform Partner’s obligations under this Agreement, and shall be responsible

for and pay all royalties, residuals, and/or other fees and payments due and/or owing to any person or

entity by reason of any exploitation of all Partner Content as set forth herein.

 

5.7 EXCEPT AS OTHERWISE PROVIDED HEREIN, PARTNER ACKNOWLEDGES AND AGREES

THAT PARTNER IS SOLELY AND ENTIRELY RESPONSIBLE FOR THE CONSEQUENCES OF

ALL MATERIALS THAT PARTNER SUBMITS, UPLOADS, OR OTHERWISE MAKES

AVAILABLE TO COMPANY, WHETHER FOR DISTRIBUTION VIA THE SERVICE OR

OTHERWISE. UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE IN ANY WAY

FOR THE MATERIALS, INCLUDING, WITHOUT LIMITATION, ERRORS OR OMISSIONS IN

ANY MATERIALS (OR THE USE THEREOF), OR ANY LOSS OR DAMAGE OF ANY KIND

INCURRED AS A RESULT OF ANY MATERIALS SUBMITTED, UPLOADED, DISPLAYED,

TRANSMITTED OR OTHERWISE MADE AVAILABLE, INCLUDING, WITHOUT LIMITATION,

THE ACCURACY, INTEGRITY, QUALITY OR CONTENT OF THE SAME, UNLESS DUE TO THE

GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF COMPANY IN ITS MODIFICATION OF

SUCH MATERIALS. PARTNER FURTHER ACKNOWLEDGES AND AGREES THAT ALL

MATERIALS MADE AVAILABLE BY MEANS OF OR IN CONNECTION WITH ANY PORTION

OF THE SERVICE SHALL BE MADE PUBLICLY AVAILABLE VIA THE SERVICES OR OTHERPLATFORM OR STOREFRONT AND THAT PARTNER HAS NO EXPECTATION OF PRIVACY IN

ANY OF THE MATERIALS.

 

6. UNAUTHORIZED PARTNER CONTENT.

 

6.1 Partner represents, warrants and agrees that, while using the Service, Partner shall not submit any

Partner Content that: (a) would violate any applicable law, rule, regulation, judicial or government order

or give rise to civil liability or violate or infringe upon any intellectual property, proprietary, privacy,

moral, publicity or other rights of ours or of any other person or entity; (b) is or is likely to be harmful,

threatening, abusive, tortious, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy

or publicity rights, harassing, profane, obscene, vulgar or that contains explicit or graphic imagery,

descriptions or accounts of excessive violence or sexual acts (including, without limitation, sexual

language of a violent or threatening nature directed at another individual or group of individuals),

contains a link to an adult website or is patently offensive, promotes racism, bigotry, hatred or physical

harm of any kind against any group or individual; (c) Partner does not have a right to make available

under any law, rule or regulation or under contractual or fiduciary relationships (such as inside

information, proprietary or confidential information learned or disclosed as part of employment

relationships or under nondisclosure agreements), or otherwise creates a security or privacy risk for any

other person or entity; (d) encourages conduct that adversely affects or reflects negatively on Company,

its affiliates, the Service, Company’s goodwill, name or reputation or causes duress, distress or

discomfort to us or anyone else, or discourage any person or entity from using all or any portion,

features or functions of the Service, or from advertising or becoming a supplier to us in connection with

the Service; or (e) any material that contains a software virus, worm, spyware, Trojan horse or other

computer code, file or program designed to interrupt, impair, destroy or limit the functionality of the

Service or any related software or hardware or telecommunications equipment.

 

6.2 Company assumes no responsibility for any Partner Content. Company reserves the right to

investigate and take appropriate legal action against anyone who, in Company’s sole discretion, violates,

or is suspected of violating, this section, including, without limitation, reporting Partner or any person

for Partner to law enforcement authorities. Further, Partner acknowledges, consents and agrees that

Company may preserve and disclose any Partner Content or other information in Company’s possession

if required to do so by law or if based on a good faith belief that such preservation or disclosure is

reasonably necessary to (a) comply with the legal process; (b) enforce this Agreement; (c) respond to

claims that any content or information violates the rights of any third party; or (d) protect the rights,

property or personal safety of Company and/or its personnel, users, or any third parties.

 

7. PARTNER MARKETING COMMITMENTS.

 

7.1 Partner agrees to use commercially reasonable efforts to market the availability of the Service, as

well as the Partner Content and/or Output via the Service, through email and all of Partner’s available

owned and operated social media channels within a period of time mutually agreed upon in good faith

by the Parties, but in no event longer than four (4) weeks from the initial launch of the Partner Content,

and at least once every three (3) months thereafter during the Term.7.2 Partner further agrees to regularly reference the availability of the Partner Content and/or Output via

the Service in Partner’s other general marketing activities and at events, and at any other time during

which Partner is marketing the general availability of Partner’s video content via other platforms and

services in any country in the Territory.

 

7.3 Partner will reference, on a fair and non-discriminatory basis, Company’s name and logo in all

marketing communications and materials that reference the availability of the Output on streaming

services of a similar nature in the Territory.

 

8. DATA AND REPORTING.

 

8.1 Each Party shall comply with all applicable requirements of all applicable data protection and

privacy legislation in force and effect from time to time relating to personal data in all relevant

jurisdictions, including, without limitation, the EU General Data Protection Legislation, and all other

regulatory requirements in force and effect from time to time which apply to a party and relate to the use

of personal data (including, without limitation, the privacy of electronic communications), and the

guidance and codes of practice issued by the relevant data protection or supervisory authority applicable

to a party (collectively, “Data Protection Legislation”). Company will be the data controller and owner

in respect of all data collected from or in relation to all actual, potential or former End Users.

 

8.2 If required by Data Protection Legislation, the Parties will, as soon as reasonably practicable,

negotiate and agree to a data processing agreement in a form reasonably required by Company, which

will set out the nature, purpose and scope of any data processing to be carried out as data processor by

either party, including the duration of the processing and the types of personal data and categories of

data.

 

9. REPRESENTATIONS & WARRANTIES.

 

Each Party represents and warrants to the other that: (a) it shall perform its obligations under this

Agreement in accordance with applicable laws and good industry practice; (b) it has the full power and

authority to enter into and perform this Agreement; (c) it has not and will not during the Term enter into

any other agreement or arrangement that limits the full performance of its respective obligations

hereunder; (d) the entering into, and performance by it, of this Agreement will not breach any applicable

laws or agreement by which it is bound; and (e) the Agreement has been duly authorized, executed and

delivered, and constitutes a valid and legally binding agreement between the Parties enforceable in

accordance with its terms.

 

10. INDEMNIFICATION.

 

10.1 Partner agrees to fully indemnify, defend and hold Company, its affiliates, and its respective

successors and assigns, directors, officers, employees, representatives, agents, and licensors, harmless

from any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees and costs) (collectively, “Losses”) arising out of any third party claim resulting from (a) Partner’s breach or violation, or threatened or alleged breach or violation, of any of Partner’s representations or warranties set forth herein, or of any other term of this Agreement; and/or (b) any Partner Content.

​

10.2 Company agrees to indemnify, defend and hold Partner, and Partner’s respective successors and

assigns, directors, officers, employees, representatives, and agents harmless from any and all Losses

arising out of any third-party claim resulting from any uncured material breach of this Agreement by

Company.

 

11. CONFIDENTIALITY.

For the purpose of this section, “Confidential Information” includes, without limitation, all corporate,

financial, economic, legal or other information or knowledge generally concerning Company or any

affiliated person or entity, including, without limitation, information concerning the Service, and

specifically including information regarding intellectual property, know-how and/or trade secrets of

Company, whether disclosed to Partner directly or indirectly, and whether disclosed verbally, by visual

inspection or in the form of written material, or otherwise, and whether obtained before or after the

execution of this Agreement, regardless of whether such information is specifically identified, described

and/or marked as Confidential Information, except information that: (a) is disclosed lawfully to Partner

by a third party who has no obligation of confidentiality to Partner with respect to the disclosed

information; (b) is, or becomes, generally known to the public, other than by a breach by Partner of its

obligations hereunder; (c) is already known by Partner before disclosure by or on behalf of Company as

can be proved by evidence of Partner, and which is not the subject of a previous confidentiality

agreement between the parties; or (d) is information independently developed by Partner without

reference to Company’s Confidential Information as evidenced by documentation made in the ordinary

course of business. Partner and its employees and agents shall maintain all Confidential Information in

strict confidence and shall not, without Company’s prior written consent (which may be withheld for any

reason or no reason), disclose such information to any third party or use such information for any

purpose other than to carry out its responsibilities set forth in this Agreement.

 

12. LIMITATION OF LIABILITY; WARRANTY DISCLAIMER.

THE SERVICE IS DELIVERED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY

REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, OR

ANY GUARANTY OR ASSURANCE THAT THE SERVICE WILL BE AVAILABLE FOR USE, OR

THAT ANY FEATURES, FUNCTIONS, OR OPERATIONS THEREOF WILL BE AVAILABLE OR

PERFORMED AS DESCRIBED. ALL IMPLIED REPRESENTATIONS, WARRANTIES AND

CONDITIONS RELATING TO THE SERVICE ARE HEREBY DISCLAIMED. PARTNER

UNDERSTANDS AND AGREES THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW,

COMPANY, ITS AFFILIATES, AND ITS RESPECTIVE SUCCESSORS AND ASSIGNS, OFFICERS,

DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OPERATORS,

SERVICE PROVIDERS, ADVERTISERS AND/OR SUPPLIERS, SHALL NOT BE LIABLE FOR

ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH ORARISING FROM COMPANY’S PROVISION OF THE SERVICE TO PARTNER, OR FROM THIS

AGREEMENT, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL,

INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES. IN NO EVENT SHALL

COMPANY’S TOTAL LIABILITY TO PARTNER UNDER THIS AGREEMENT EXCEED FIFTY

THOUSAND DOLLARS ($50,000). THIS LIMIT ON TYPES OF DAMAGES RECOVERABLE

SHALL NOT APPLY TO DAMAGES ARISING OUT OF OR RELATING TO COMPANY’S

INDEMNIFICATION OBLIGATIONS.

 

13. ASSIGNMENT.

The rights of the parties hereunder shall inure to the benefit of each such party and their successors and/

or assigns. The terms, conditions and covenants of the parties hereunder shall be binding upon each such party and their successors and/or assigns. Without limiting the foregoing, each party understands,

acknowledges and agrees that its successors and/or assigns, whether by merger, operation of law,

acquisition of assets or otherwise, shall continue to perform their obligations under this Agreement and

that each party shall remain liable to the other party for such party’s successors’ and/or assigns’

performance hereunder. Partner may only assign its rights and/or obligations under this Agreement upon

advanced receipt of Company’s express written consent, which may be withheld in Company’s sole

discretion for any reason. Company may freely assign its rights and/or obligations under this Agreement

at any time. Provided however, that either party may assign or delegate its rights or duties hereunder to

any of its affiliates as part of an internal restructuring or to any successor as part of a merger, change in

control or assignment of all or substantially all of the assets of such party.

 

14. FORCE MAJEURE.

Neither party shall be deemed to be in default of or to have breached any provision of this Agreement as

a result of any delay, failure in performance or as to Company, interruption in connection with any

service offered by Company or any third party resulting from any cause beyond the reasonable control

of a party, including, without limitation, any act of war or terrorism, failure of electricity supply, systems

or connections, service interruptions, natural disaster, pandemic, act of God, third party service provider

failure or delay in performance, civil commotion, or governmental action.

 

15. NOTICES.

Any notice required or permitted hereunder shall be in writing and shall be sufficiently given if

personally delivered or sent by email or by reputable overnight courier service, addressed to the

following or such other address/person as a party designates by written notice hereunder:

 

If to Company, to:

Sports Studio, Inc.

Attn.: AltView Law Group, LLP

9454 Wilshire Blvd., Suite 825Beverly Hills, CA 90212

legal@sportsstudio.tv

 

If to Partner, to Partner’s contact information provided on the Content Distribution Agreement.

Any notice hereunder shall be deemed given at the time of receipt by the person to whom the notice is

addressed or when sent by email, upon the date of the email.

 

16. MODIFICATIONS.

Company may modify this Agreement from time to time, and at any time in its sole discretion. Company

will post or display notices of material changes to this Agreement on the Service and/or notify you via

email. Once Company posts or makes such notice(s) available on the Service, the relevant changes

become effective immediately and Partner will be immediately bound thereby and thereto.

 

17. GOVERNING LAW; JURISDICTION; VENUE; DISPUTE RESOLUTION.

This Agreement shall be interpreted under the laws of the State of California without regard to any

conflict of law provisions. Any and all disputes arising under or related in any way to these terms or

Company’s provision of the Service must be resolved through confidential binding arbitration as

described in this section. This agreement to arbitrate is intended to be interpreted broadly. It includes,

but is not limited to, all claims and disputes relating to your use of the Service.

PARTNER AGREES THAT BY ENTERING INTO THESE TERMS, PARTNER IS WAIVING THE

RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. PARTNER FURTHER

AGREES THAT PARTNER MAY BRING CLAIMS AGAINST COMPANY ONLY IN PARTNER’S

CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR

REPRESENTATIVE PROCEEDING.

 

17.1 Any and all controversies, disputes, demands, counts, claims, or causes of action (including the

interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count,

claim, or cause of action) regarding or relating to Company’s provision of the Service, or this

Agreement, shall be exclusively settled through binding and confidential arbitration.

 

17.2 Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The

arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving

commercial contract disputes from the American Arbitration Association (“AAA”). As modified by

these terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed

by the AAA’s rules for commercial arbitration and, if the arbitrator deems them applicable, the

procedures for consumer-related disputes.

 

17.3 The arbitrator’s award shall be final and may be enforced in any court of competent jurisdiction.

The arbitrator may award any individual relief or individual remedies that are permitted by applicablelaw. Additionally, each side pays its own attorneys’ fees and expenses unless there is a statutory

provision that requires the prevailing party to be paid its fees’ and expenses, and then in such instance,

the fees and costs awarded shall be determined by the applicable law.

 

17.4 Notwithstanding these terms to arbitrate, Company may seek emergency equitable relief before any

state or federal court located in Los Angeles, California, in order to maintain the status quo pending

arbitration, and Partner hereby agrees to submit to the exclusive personal jurisdiction of such courts for

such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.

 

17.5 If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or

otherwise conflicts with the terms and conditions, then the balance of this arbitration provision shall

remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable,

illegal or conflicting provision were not contained herein. If for any reason the entirety of this arbitration

provision shall be found null and void, and a claim subject to such provisions proceeds in court rather

than in arbitration, the dispute shall be exclusively brought in state or federal court in Los Angeles,

California.

 

17.6 For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you

may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.

 

18. MISCELLANEOUS.

 

18.1 This Agreement, together with the applicable Content Distribution Agreement, constitutes the entire understanding and agreement between Partner and Company concerning the Service, and supersedes any and all prior or inconsistent understandings relating to the Service and Partner’s use thereof. This Agreement cannot be changed orally. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such determination shall not affect any other provisions and this Agreement shall be deemed amended to the extent necessary to make it legal, valid and enforceable. Any provision which must survive in order to allow Company to enforce its meaning shall survive the termination of this Agreement; however, no action arising out of this Agreement or Partner’s use of the Service, regardless of the form or basis of the claim, may be brought by Partner more than one year after the cause of action has arisen or otherwise accrues (or if multiple causes, from the date the first such cause arose or accrued). The failure of Company to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision, or any other in the future.

 

18.2 This Agreement shall not be deemed to create an agency, partnership, employment or joint-venture

relationship between Company and Partner. Nothing in this Agreement shall be construed as a grant of

authority to either party to accept any order, waive any right, incur any obligation or liability, enter into

any agreement, grant any release or otherwise purport to act in the name of the other party.

 

18.3 The section headings herein are for convenience of reference only, do not constitute a part of this

Agreement, and shall not be deemed to limit or affect any provisions hereof.18.4 The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect

the validity or enforceability of any other provision or provisions of this Agreement, which shall remain

in full force and effect.

 

18.5 The language used in this Agreement shall be deemed the language chosen by the parties hereto to

express their mutual intent, and no rule of strict construction shall be applied against either party.

Whenever required by the context, any gender shall include any other gender, the singular shall include

the plural and the plural shall include the singular.

18.6 Each Party shall, at its sole cost and expense, execute, or use reasonable endeavors to ensure the

execution of, any further documents that the other Party reasonably requires from time-to-time for the

purpose of giving such Party the full benefit of the provisions of this Agreement.

 

18.7 This Agreement may be executed in counterparts, each of which shall be deemed an original, but

both of which together shall constitute one and the same instrument.

 

Version 1.1

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