Legal resources at Goldcast

1.Agreement
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‍These Goldcast Terms of Service (“Terms”)  are  an agreement between you, whether personally or on behalf of an entity (“user,” “you” or “your”) and Goldcast, Inc.(“Company,” “we,” “us” or “our”), concerning your access to and use of our website located at https://www.goldcast.io/(“Website”), the Goldcast virtual events platform and any other products or services provided on or through our web (collectively, the “Services”). Please read these Terms carefully before you start to use the Services. The Services include an internet-based virtual events and webinar platform that enables producers to provide access to live and recorded virtual events to attendees and presenters, and to enable those in attendance to post, submit, and subscribe to content in the course of such events.  These Terms set forth the legally binding Terms that govern your use of the Services. By accessing or using the Services, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent).  You may not access or use the Services or accept the Terms if you are not at least 18years old.  If you do not agree with all of the provisions of these Terms, do not access or use the Services.
2. Changes
These Terms may be revised at any time for any reason, and we may provide you notice of these changes by any reasonable means, including by posting the revised version of the Terms on our website. You can determine when we last updated these Terms by referring to the “Last Updated” legend at the end of the document. By accessing, browsing, or using the Services following the posting of changes to these Terms, you accept such changes.  We recommend that you periodically visit this page of the website to review these Terms

3. Accounts and Registration
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‍In order to use certain features of the Services, you must register for an account and provide certain information about yourself in the account registration form.  Each registration is for a single user only. By creating an account, you agree to, (a) provide accurate, current and complete account information, (b) maintain and promptly update, as necessary, your account information, (c) maintain the security of your account credentials, (d)be responsible for the acts or omissions of any third party who has authority to access or use the account on your behalf, and (e) immediately notify us if you discover or otherwise suspect any security breaches related to the Services or your account.  You may make any changes to your registration information by following the instructions on the Services.  You may delete your account at any time, for any reason, by following the instructions on the Services.  Goldcast may suspend or terminate your account in accordance with Section 14, Term and Termination, below.

4. Access to the Site
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Subject to these Terms, Company grants you a non-exclusive, non-transferable, revocable, limited license to access and use the Services solely for your own personal, non-commercial purposes. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, in whole or in part, or any content displayed on the Services;(b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) you shall not access the Services in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Services maybe copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.  Unless otherwise indicated, any future release, update, or other addition to functionality of the Services shall be subject to these Terms.  All copyright and other proprietary notices on the Services (or on any content displayed on the Services) must be retained on all copies thereof.  You acknowledge and agree that, except as expressly set forth in these Terms, Goldcast will have no obligation to provide you with any support or maintenance in connection with the Services. Finally, Goldcast reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you.  You agree that Goldcast will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part there of

5. Fees
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‍ Fees for the Service will be as set forth by Company on the Website or otherwise agreed to y you and Company in a written purchase document (collectively," Fees"). All amounts are due in U.S. Dollars. You acknowledge and agree that Company may use a third-party payment processor to help facilitate payments hereunder. To the extent payment is with a credit card – you warrant you are the owner or authorized user of the applicable card – and that we, and our payment processor, may charge such card. All information you submit in connection with your purchase (such as your email, address, etc.) must be true, accurate and up-to-date. You are responsible for all taxes associated with your purchase (other than taxes based on Company’s income). If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge. Your account will be charged for renewal within 24-hours prior to the end of the current period. To avoid being charged for an upcoming renewal period, you must cancel your account at least 24-hours before the end of the current subscription period. If you cancel after such period, no fees already charged will be refunded. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. Except as otherwise set forth by Company on the Website – all Fees are non-cancellable and non-refundable.


 6.Ownership of the Services
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Excluding any User Content that you may provide (defined below), you acknowledge that the Services and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement there of) are owned by Goldcast, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.  Neither these Terms (nor your access to the Services)transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 4 above.  Goldcast and its suppliers reserve all rights not granted in these Terms, and there are no implied licenses granted under these Terms.
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7. Legal Requirements; Privacy Statement
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We treat your personal information in accordance with our Privacy Policy located at https://www.goldcast.io//privacy-policy. We strongly recommend you review the Privacy Policy.

8. User Content
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“User Content” means any and all information and content that a user submits, uploads, displays, posts, or otherwise transmits to or through the Services(“Transmit”).  You are solely responsible for your User Content.  You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party.  You hereby represent and warrant that your User Content does not violate the provisions of Section 9 below.  You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Goldcast.  Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the provisions of Section 9 below.  Goldcast is not obligated to you to preserve or provide backup services for any User Content, and your User Content may be deleted at any time without prior notice.  You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire. You agree that Goldcast will not be responsible for any loss or damage incurred as the result of any interactions involving User Content.  If there is a dispute between you and any Services user, we are under no obligation to become involved. Subject to these Terms, you hereby grant to Goldcast, and you represent and warrant that you have the right to grant to Goldcast, a non-exclusive, royalty-free, fully paid, worldwide license, to reproduce, distribute, publicly display, store, archive, prepare derivative works of, and otherwise use and disclose your User Content, and to grant sublicenses of the fore going rights, as necessary from time to time to provide the Services, and as further set forth in Goldcast's Privacy Policy at https://www.goldcast.io//privacy-policy.  For clarity, the foregoing license includes any logos, trademarks, trade names and other similar identifying material that you provide through the Services. Such license will survive termination of this Agreement.

9. Prohibited Uses
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‍You agree not to use the Services to collect, upload, transmit, display, or distribute any User Content (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;(b) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, defamatory, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (c) that is harmful to minors in anyway; or (d) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party; or (e) that includes credit, debit or other payment card data, other personal financial account numbers, or identifiable health information about others. In addition, you agree not to: (i) Transmit to the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii)  use the Services to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services),whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Services; or (vi) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services.  We reserve the right (but have no obligation) to review any User Content, and to investigate and take appropriate action against you in our sole discretion for any violation of this Section 9or any other provision of these Terms or if you otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your account in accordance with Section 14, Term and Termination, and reporting you to law enforcement authorities.

10. Feedback
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You may submit questions, comments, suggestions, ideas, original or creative materials or other information about Goldcast or the Services (collectively, “Feedback”).  Feedback is nonconfidential and will become the sole property of Goldcast.  You hereby assign to Company all rights in such Feedback and agree that Goldcast shall be entitled to the unrestricted use and dissemination of such Feedback and related information in any manner it deems appropriate.  You agree that you will not submit to Goldcast any information or ideas that you consider to be confidential or proprietary.

11. Linked Websites and Third-Party Applications
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‍We have not reviewed all of the websites linked to the Services, or third-party applications or ads accessible through the Services, and are not responsible for the content of any third-party websites or applications available through the Services.  Nothing in the Services, including, without limitation, any links to other websites, should be construed as an endorsement of any products, services or information of any other persons or companies by Goldcast.  Your choice to link to any other websites is at your own risk, and you should review and comply with all terms relating to such websites.  Goldcast reserves the right not to link, or to remove the link, to any website or third-party application at any time.  Any links to third party websites are provided as a convenience to you and are neither owned nor operated by Goldcast.  We have no control over these linked websites and make no representations or warranties with respect to these linked websites. Your viewing and use of any third-party websites is at your sole discretion and risk.

12. Recording
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‍Producers of events on the Services may choose to record virtual events only if they comply with all recording laws.  By using the Services, you are giving Goldcast consent to store recordings for events that you join and which producers have chosen to record, if such events are stored in our systems. You will receive a notification (visual or otherwise) when recording is enabled. If you do not consent to being recorded, you can choose to leave the event.

13. Indemnification
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To the fullest extent permitted by applicable law, you agree to defend, hold harmless and indemnify Goldcast, its subsidiaries, affiliates, business partners, licensors, service providers, and clients, and their respective officers, employees, agents and representatives from and against any claims, actions, demands, losses, damages, liabilities, penalties, costs and expenses, including attorneys’ fees through final appeals, relating to or arising from or in connection with your use of the Services, any User Content that you Transmit to or through the Services, any violation of these Terms by you, your disputes or issues with any other Service users, or any other act or omission by you, including your violation of any rights of another, in connection with the Services.  You further agree that Goldcast shall have control of the defense or settlement of any third-party claims.  This indemnity is in addition to, and not in lieu of, any other indemnities set forth in an enforceable written agreement between you and Goldcast.
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14. Term and Termination
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Subject to this Section 14, these Terms will remain in full force and effect while you use the Services. To the extent you have agreed to a subscription period with Company, you are bound to these Terms for the period. If no subscription period is agreed to, the subscription period will be month-by-month. Each subscription period will automatically renew for consecutive periods of equal length to the initial period unless you terminate by written notice or cancel your services account (as allowed by the functionality of the Services) at least24-hours before the end of the current subscription period. We may suspend or terminate your rights to use the Services (including your account)at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms.  Upon termination of your rights under these Terms, your account and right to access and use the Services will terminate immediately.  You understand that any termination of your account may involve deletion of your User Content associated with your account from our live databases.  Goldcast will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your account or deletion of your User Content.  Should we choose to terminate these Terms, such termination does not constitute a waiver of any of Goldcast rights under this Agreement or under applicable law. All provisions of this Agreement which by their nature should survive termination, shall survive, including all limitations on liability, warranty disclaimers, and outstanding payment obligations.  
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15. Disclaimers
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‍THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND GOLDCAST(AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OFANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES ORCONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIETENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.  NEITHER WE NOR OUR SUPPLIERSMAKE ANY WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BEAVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BEACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, ORSAFE.TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY HEREBY DISCLAIMS ALLWARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE,INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY,NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.THE FOREGOING DOES NOTAFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. 

16. Limitation of Liability
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‍TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL GOLDCAST, ITSSUBSIDIARIES, AFFIILIATES, OR THEIR LICENSORS, SERVICES PROVIDERS, EMPLOYEES,AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANYLEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TOUSE, THE SERVICES, ANY SERVICESS LINKED TO IT, ANY CONTENT ON THE SERVICES ORSUCH OTHER SERVICESS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL,CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONALINJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OFPROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OFGOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE),BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOTAFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

17. Governing Law and Disputes
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This Agreement shall be governed by and construed in accordance with the laws of the state of California, without regard to any conflict of law provisions. Subject to the next sentence, all disputes will subject to the exclusive jurisdiction of, and venue in, the courts located in San Francisco, California. If requested by Goldcast, disputes will be subject to final and binding arbitration in accordance with the rules and procedures or the American Arbitration Association (to the extent any expedited rules and procedures are available, they will be used). The arbitration will take place in San Francisco, California and the decision is enforceable in any court. 
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18. Electronic Communications; Transactions;
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Signature Visiting the Website, using the Platform, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Website, satisfy any legal requirement that such communication be in writing. YOU HEREBYAGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHERRECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OFTRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE WEBSITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
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19. Notices 
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All legal notices to Company must be addressed in writing, and sent by registered or certified mail, to: Goldcast, Inc., [INSERT PHYSICALADDRESS] (Attn: Legal). If you have general questions regarding this Agreement or the Service, you may also email us at [INSERT EMAIL FOR GENERAL QUESTIONS].Company may provide notices to you via email and to any other address you provide, or by notification to your Services account.
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20. General
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The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with Company’s prior written consent.  Company may transfer, assign or delegate this Agreement and its rights and obligations without consent.  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 modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Company in any respect whatsoever.
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 21.Copyright/Trademark Information Copyright © 2021.

All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks. Let me know if this section properly reflects our what we do in regarding to fees. Does this work?
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1. Agreement

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

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.

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.