Last Updated August 23, 2022

1. Agreement

By signing the Special Terms mentioned above, the Client hereby agrees to be bound by these general terms contained below (“General Terms”). The General Terms along with the Special Terms (collectively referred to as the “Agreement”) form a legally binding agreement between the Client and Goldcast.

1.1 By signing the Special Terms mentioned above, the Client hereby agrees to be bound by these general terms contained below (“General Terms”). The General Terms along with the Special Terms (collectively referred to as the “Agreement”) form a legally binding agreement between the Client and Goldcast.

1.2 This Agreement inter alia governs the services offered by the Company to the Client and its authorized users on or through the Company’s website, mobile application and any service offered under the name ‘Goldcast’ (collectively referred to as the “Platform”)
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2. Services

2.1 License to the Platform: Goldcast grants the Client a nonexclusive, limited, personal, non-sublicensable, non-transferable right and license to access and use the Platform (“Service”) during the applicable Term (as defined below) for the internal business purposes of the Client, only as provided herein and only in accordance with any technical documentation and instructions that may be provided by Goldcast (the “Documentation”).

2.2 Support Services: Subject to Client’s payment of all applicable undisputed fees, Goldcast will provide support services as specified in the Special Terms and current SOW’s.

2.3 Service Updates: From time to time, Goldcast may provide upgrades, modifications, patches, enhancements, or fixes for the Services to its customers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement; provided that Goldcast shall have no obligation under this Agreement or otherwise to provide any such Updates; and provided that Goldcast shall not materially reduce the functionality of the Service in the aggregate.

2.4 Uptime Guarantee: Goldcast will maintain 99.9% uptime service Availability (“Availability Target”) where “Availability” is calculated as the total minutes that the Platform was available to stream your Live Event, less Excluded Downtime (defined below), divided by the total minutes that your Event was scheduled to take place on the Platform (“Event Time”). “Excluded Downtime” means any disruption, unavailability or inoperability: (a) directly or indirectly caused by you, (b) due to unforeseeable circumstances, (c) due to foreseeable circumstances but despite Goldcast’s commercially reasonable measures to prevent were not within our ability to fully prevent (including but not limited to widespread internet disruptions, interruption of services by our service providers such as AWS and that was not caused by Goldcast, and malicious third party acts). In all those cases, Goldcast will liaise with you and applicable third parties to assist to the best of our ability, to re-establish availability as soon as practice. The Goldcast team will keep updating the status every 15 mins if there are full or partial outages

3. Fees

3.1 Client shall pay Goldcast undisputed fees for the Service as set forth in the Special Terms and current SOW’s (“Fees”). Client shall be responsible for all taxes associated with Services (excluding taxes based on Goldcast’s net income). All Fees paid are non-refundable except as stated herein and are not subject to set-off.
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4. Representations and Warranties

4.1 The Parties each represent and warrant that they have obtained all necessary corporate approvals to enter into this Agreement and that no consent, approval, or withholding of objection is required from any external authority with respect to the entering into of this Agreement.

4.2 The Client acknowledges and understands that the terms and conditions set out in the Platform will be applicable to every user invited and/or authorized by the Client to use the Platform (“Users”).

4.3 The Parties shall not disparage, through speech or conduct, each other and/or the Platform.

4.4 Goldcast (i) shall maintain the Service in a professional and workmanlike manner which minimizes errors and interruptions in the Services; (ii) shall perform the Service in accordance with the documentation; and (iii) shall perform the Services in accordance with the terms and subject to the conditions set out in this Agreement.

4.5 Goldcast is responsible for all of Goldcast’s and Goldcast’s vendors’ activity in connection with the Service. Goldcast (a) shall conduct the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (b) shall not conduct the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights.
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5. Ownership of Rights

5.1 Ownership: As between the parties, Goldcast retains all right, 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 Goldcast for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided to Client hereunder shall be deemed a part of the “Services” and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement.

5.2 Feedback: Client may (but is not obligated to) provide suggestions, comments or other feedback to Goldcast solely with respect to the Service (“Feedback”). Feedback, even if designated as confidential by Client, shall not create any confidentiality obligation for Goldcast notwithstanding anything else. Client shall, and hereby does, grant to Goldcast a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback solely for the purpose of improving the Services.

5.3 Client Data: For purposes of this Agreement, “Client Data” shall mean any data, information or other material provided, uploaded, or submitted by Client to the Service in the course of using the Service. Client shall retain all right, title and interest in and to the Client Data, including all intellectual property rights therein. Client, not Goldcast, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data. Goldcast is not responsible to Client for unauthorized access to Client Data or the unauthorized use of the Service caused by any act or omission of Client or its users. Client is responsible for the use of the Service by any person to whom Client has given access to the Service, even if Client did not authorize such use. Notwithstanding anything to the contrary, Client acknowledges and agrees that Goldcast may (a) internally use and modify (but not disclose) Client Data solely for the purposes of providing the Service to Client.

5.4 Client Marks : Client hereby grants the Company a non-exclusive, royalty-free, license to use its trade names, trademarks, service marks, logos and domain names (“Client Marks”), to the extent required to be used in relation to the Services. The Client represents and warrants that it owns all the Client Marks or it has all rights that are necessary to grant the Company the license rights in the Client Marks under this Agreement.
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6. Restrictions

6.1 Except as expressly set forth in this Agreement, Client shall not (and shall not permit any third party to), directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction); (b) modify, translate, or create derivative works based on the Service; (c) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (d) use the Service for the benefit of a third party; (e) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; (f) use the Service to build an application or product that is competitive with any Goldcast product or service; (g) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or (h) bypass any measures Goldcast may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service).

6.2 Client is responsible for all of Client’s and Users’ activity in connection with the Service, including but not limited to uploading Client Data onto the Service. Client (a) shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Client’s use of the Service (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (b) shall not knowingly use the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights.
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7. Indemnity

7.1 Goldcast (“Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors , directors, and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that the Service (in the case of Goldcast as Indemnitor) infringes, violates, or misappropriates any third party intellectual property or proprietary right.
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8. Disclaimer and Limitation of Liability

8.1 EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED .

8.2. Both Parties’ liability arising in connection with this Agreement or the Platform is limited as follows:

(a)Both Parties exclude all liability for consequential, special, indirect, punitive, exemplary, speculative or remote loss, including loss of profits, productivity, opportunity or business, irrespective of whether it had an advance notice of the possibility of any such damages;

(b)Goldcast’s total maximum liability arising in connection with this Agreement is capped to three (3) times the Fees received by the Company hereunder in the twelve (12) months prior to the event giving rise to a claim hereunder, Client’s total maximum liability arising in connection with this Agreement is capped to the Fees received by the Company hereunder in the twelve (12) months prior to the event giving rise to a claim hereunder;

(c)The Company’s liability is excluded to the extent that the Client or the Users contributed to the liability and the Client’s liability is excluded to the extent that the Company or the Company’s vendors contributed to the liability;

(c) Both Parties’ liability is subject to the other Party’s duty to mitigate its loss.

8.3 THE FOREGOING WAIVER OF DAMAGES AND LIMITATION OF LIABILITY SHALL NOT BE APPLICABLE TO ANY DAMAGES OR LIABILITY ARISING FROM BREACH OF SECTIONS 5.3 OR SECTION 9 HEREOF OR ANY INDEMNIFICATION OBLIGATION SET FORTH IN SECTION 7 HEREOF.

8.4 Technical Failure. The parties hereby agree that, if Client has determined that the Company has not performed their services as agreed to and as stipulated within this agreement, the Client will be granted a refund of all prepaid fees that represent the value of the Services provided for the event or services in question.
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9. Confidential Information

9.1 Technical Failure. The parties hereby agree that, if Client has determined that the Company has not performed their services as agreed to and as stipulated within this agreement, the Client will be granted a refund of all prepaid fees that represent the value of the Services provided for the event or services in question.

10. Termination

10.1 This Agreement shall commence upon the Commencement Date specified in the Special Terms and unless earlier terminated in accordance herewith, shall last until the expiry of the Term specified therein.

10.2 Either Party may terminate this Agreement upon written notice to the other in the event that.

(a) the other Party commits a material breach of the Agreement and fails to cure such default to the non-defaulting Party’s reasonable satisfaction within 30 (thirty) days after receipt of notice;

(b) the other Party becomes insolvent or bankrupt, assigns all or a substantial part of its business or assets for the benefit of creditors, permits the appointment of a receiver for its business or assets, becomes subject to any legal proceeding relating to insolvency or the protection of creditors’ rights or otherwise ceases to conduct business in the normal course;

10.3 All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
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11. General

11.1 Governing Law and Jurisdiction: This Agreement, its interpretation and any disputes arising therefrom shall be governed by the laws of Delaware, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Delaware.

11.2 Precedence: In the event of any inconsistency between the Special Terms (including the section titled Special Conditions) and these General Terms, the Special Terms will prevail.

11.3 No Agency: The Parties hereto agree that they are entering this arrangement on a principal-to-principal basis. Nothing in this Agreement is intended to create, nor will anything in this Agreement be construed or interpreted as creating, an agency, a partnership, a joint venture, or any other relationship between the Parties.

11.4 Notices: All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each party set forth in the Special Terms. Either party may update its address set forth above by giving notice in accordance with this section.

11.5 Entire Agreement: This Agreement constitutes the entire agreement of the Parties on the subject hereof and supersedes all prior understandings and instruments on such subject and may not be modified other than by a written instrument duly executed by the Parties.

11.6 No Waiver: No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision(s) of this Agreement.

11.7 Force Majeure: Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; epidemic, pandemic or quarantine restrictions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.

11.8 Severability: Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the Parties and enforced as modified. All other terms and conditions of this Agreement shall remain in full force and effect and shall be construed in accordance with the modified provision.

11.9 Assignment: Both Parties may not sub-contract the performance of this agreement or assign its rights and obligations under this Agreement to any third party without any approval from the other Party, except either party may assign this Agreement in connection with the sale or merger of substantially all of its stock or assets.

12. Responsibility for Content and Copyright Infringement

12.1 Copyright Ownership: Goldcast respects intellectual property rights and expects its users to do the same. When uploading or importing content into the platform, users are solely responsible for ensuring that the content they upload is either their own or they have obtained the necessary permissions to use and share it. Goldcast is not liable for any copyright infringement, violations of intellectual property rights, or any other legal claims that may arise from the unauthorized use of content by its users. It is the user's responsibility to adhere to third party terms of service, including copyright policies, and any applicable laws regarding the content they choose to share. Users should ensure they have the right to use and distribute the content they upload, avoiding any potential legal issues that may arise from copyright infringement.