Socialive’s corporate headquarters are located at:
506 Sheldon Street, El Segundo, CA 90245

Latest Revision Date: February 4, 2022

Terms of Service

Welcome to Socialive!

Access to the Socialive Services are provided to you by Rockstar Music, Inc. (“Socialive,” “we,” “us,” or “our”). These Terms of Service, including all documents, referenced herein or otherwise mutually agreed upon, together with the Socialive privacy policy, as may be updated from time to time (the “Privacy Policy,” located at the www.socialive.us/privacy-policy), a non-disclosure agreement, and the applicable agreement for specific Services (the “Service Agreement”) constitute the entire binding agreement (collectively, the “Agreement”) between Socialive and the user, the user’s company, and/or the person identified in each Service Agreement (collectively, “you” or “your”).

1) Socialive Services

We will provide you with access to use the Services that we agree in writing in a Service Agreement. “Services” may include the following cloud and mobile based applications, software, and related enablement services:

• recording and creating Your Content using Socialive’s “Studio in the CloudTM”;
• Storing and accessing Your Content using the Socialive Recordings Library;
• Producing events with Your Content that manage participation of content contributors with virtual greenrooms and user access with countdown timers;
  broadcasting Your Content across social media, and event and employee engagement platforms; and
• distributing and publishing Your Content on the internet.

The Services may be accessed through personal computers with standard browsers and mobile devices with current iOS and Android operating systems.

“Your Content” includes any information and materials that you create using the Services or upload, submit or post to the Services, but does not include the Services themselves.

2) Privacy Policy

Providing our Services and your accessing the website involves Socialive collecting and using your information. The Privacy Policy explains how we collect, use, and disclose that information. It also explains the many ways you can control your information. You must agree to the Privacy Policy to use the Services. The Privacy policy is expressly made a part of this Agreement. If you have not already read Socialive's Privacy Policy, you should do so now.

3) Requirements

By accepting these terms and using Socialive, you agree to the following requirements:

• The Services are only available to individuals that are 18 years old or older.
• You must not be prohibited from accessing our Services under applicable laws, including being on the denied parties list.
• We must not have previously disabled your account for violation of law or any of our policies.

4) Prohibitions

You agree NOT to do any of the following when using the Services:

• impersonate others or provide inaccurate information;
• anything unlawful, misleading, or fraudulent or for an illegal or unauthorized purpose;
• violate (or helping or encouraging others to violate) these Terms of Service or other Socialive policies;
• anything to interfere with or impair the intended operation of the Services;
  access or collect information in unauthorized ways;
• buy, sell, or transfer any aspect of your account without express written consent of Socialive;
• solicit, collect, or use login credentials of other users;
• post private or confidential information or doing anything that violates someone else's rights, including intellectual property rights;
• to attempt to, or assist another person to, circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with any of the security components related to the Services;
• take any action that imposes, or may impose, an unreasonable or disproportionately large load on our infrastructure, as determined by us;
  access the Services by any means other than through the means provided by Socialive for accessing the Services;
• access or attempt to access an Account that you are not authorized to access;
• transmit or otherwise make available in connection with the Services any virus, worm, Trojan Horse, time bomb, spyware, or any other malicious code;modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner; or
• exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.

5) Account Information

You agree to provide accurate, current, and complete information as provided in the applicable Service Agreement, as required to register to receive access to the Services, and as may otherwise be required in the course of using the Services (“Account Information”). You further agree to maintain and update your Account Information as required to keep it accurate, current, and complete.

You agree that Socialive may store and use the Account Information you provide (including credit card and PayPal account information) for use in maintaining your accounts and billing fees.

Socialive reserves the right to terminate your access to any or all of the Services if any information you provide is false, inaccurate or incomplete.

6) Monitoring Your Content

Socialive has the right, but not the obligation, to monitor Your Content or any information that is otherwise available on the Service, to investigate any reported or apparent violation of this Agreement, and to take any action that Socialive in its sole discretion deems appropriate.

7) Content Removal and Objectionable Content

You agree that Socialive may, at our discretion, remove Your Content from the Services if we deem it to be offensive, indecent, objectionable, or if we are permitted or required to do so by law. We may also remove Your Content if we believe that it violates the Agreement or Socialive policies. You acknowledge that portions of Your Content that you delete may nonetheless persist for a limited period of time in backup copies and will still be visible where others have shared it.

Socialive does not control what people and others do or say, and we aren’t liable for their (or your) actions or conduct (whether online or offline) or content (including unlawful or objectionable content). You understand that by using the Services, you may encounter content that you deem offensive, indecent, or objectionable, which content may or may not be identified as having explicit language. You may also experience comments, reviews or other communication from other users which may be indecent, objectionable, or objectionable. Nevertheless, you agree to use the Services at your sole risk and that Socialive shall have no liability to you for content that you may deem to be offensive, indecent, or objectionable.

8) Account Termination and Termination of the Agreement

If you fail, or Socialive suspects that you have failed, to comply with any of the provisions of this Agreement, including but not limited to failure to make payment of fees due, failure to provide Socialive with a valid credit card or with accurate and complete Account Information, failure to safeguard your Account information, violation of the Usage Rules or any license to the software, or infringement or other violation of third parties' rights, Socialive, at its sole discretion, with or without notice to you may: (i) terminate this Agreement and/or your Account, and you will remain liable for all amounts due under your Account up to and including the date of termination; and/or (ii) preclude or terminate access to the Services (or any part thereof).

Socialive also reserves the right to modify, suspend, or discontinue the Services (or any part or content thereof) at any time with or without notice to you, with or without cause. Socialive will not be liable to you or to any third party should it exercise such rights.

In the event of any material breach of the Agreement (other than failure to make payment when due), the non-breaching party may terminate the Agreement or the applicable Service Agreement by giving 30 days’ prior written notice, unless the other party cures the breach within such 30-day period. You may not terminate the Agreement or any Service Agreement for convenience or for any reason other than Socialive’s uncured material breach.

9) User Account and System Requirements.

As a registered user of the Service, you may receive or establish an account (“Account”). You are solely responsible for maintaining the confidentiality and security of your Account. You are entirely responsible for all activities that occur on or through your Account, and you agree to immediately notify Socialive of any unauthorized use of your Account or any other breach of security. Socialive shall not be responsible for any losses arising out of the unauthorized use of your Account.

Use of the Service requires internet access (fees may apply) and may require obtaining updates or upgrades from time to time. Because use of the Service involves hardware, software, and internet access, your ability to use the Service may be affected by the performance of these factors. High speed Internet access is strongly recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility. The Service is not part of any other product or offering, and no purchase or rental (as applicable) or obtaining of any other product shall be construed to represent or guarantee you access to the Service.

10) Payment of Fees and Taxes

You agree to pay Socialive the fees set forth in the applicable Service Agreement in U.S. dollars within 10 days of the effective date of the Service Agreement or otherwise agreed upon payment terms. You will pay a late fee on any undisputed overdue amounts. Late fees are calculated at the rate of 1.0% per month or the maximum rate allowed by applicable law, whichever is lower, from the date such payment was due until the date paid. You agree that the fees are neither contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written public comments made by Socialive with respect to future functionality or features. Fees are based on access to Services and not actual usage. Payment obligations are non-cancelable, fees paid are non-refundable, and the access to Services purchased cannot be decreased during the Term.

Service Agreements will renew automatically at the then-current price of the applicable Services at the end of the term (which may be monthly or annually, depending on the terms of the Service Agreement), and we will automatically bill you on such renewal unless you cancel or downgrade your access to the Service.

You are responsible for paying all applicable taxes on all fees that you pay to us. Local taxes may differ based on your payment method.

All fees will be billed and paid based on the payment method agreed to in the Service Agreement, which may include, credit card, Pay Pal, check, wire transfer, and Automated Clearing House (ACH). If you want to designate a different credit card or if there is a change in your credit card or PayPal account status, you may change your account information online in the Account Information section of the Services.

Prices and availability of any Services are subject to change at any time. You acknowledge that that you may no longer be able to use the Services to the same extent as prior to such change or discontinuation.

If you fail, or Socialive suspects that you have failed, to comply with any of the provisions of this Agreement, including but not limited to failure to make payment of fees due, Socialive, at its sole discretion, without notice to you may: (i) terminate this Agreement and/or your Account, and you will remain liable for all amounts due under your Account up to and including the date of termination; and/or (ii) terminate the license to the software; and/or (iii) preclude access to the Service (or any part thereof).

There are no refunds of fees for cancellation or termination or any other reason. In the event that Socialive suspends or terminates your account or this Agreement, you understand and agree that you shall receive no refund or exchange for any credits, any unused time on a subscription, any fees for any portion of the Services, or for anything else.

11) Intellectual Property

All right, title, and interest in and to the Services, Socialive’s website located at www.socialive.us, any related documentation or materials, including but not limited to related graphics, user interfaces, and the scripts and software used to implement the Services, and any trademarks or other proprietary indicia of Socialive, including any versions or derivatives of, or any feedback related to any of the foregoing, are subject to the intellectual property rights of Socialive and its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

As specifically set forth in the applicable Services Agreement and subject to the terms and conditions of the Agreement, you are granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services. Socialive reserves all rights not expressly granted to you under these Terms and Conditions or any Service Agreement. Access to or use of the Services, except as permitted in these Terms of Service and the applicable Service Agreement, is strictly prohibited and may be subject to Civil and Criminal penalties, including potential monetary damages.

All right, title, and interest in and to Your Content, including any versions or derivatives of, are subject to your intellectual property rights and those of your licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

When you use the Services, by sharing, posting, or uploading Your Content on or in connection with our Services, you hereby grant to us a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of Your Content (consistent with your privacy and application settings). You can end this license anytime by deleting Your Content or Account. However, Your Content may continue to appear if you shared it with others through our 3rd party integrations. You agree that we can download and install updates to the Services on your devices. You represent and warrant that You own or control all rights in and to Your Content and have the right to grant this license to Socialive.

To the extent you provide any feedback, comments or suggestions to the Company (“Feedback”), we have an exclusive, royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into any of our current or future Services, products or technologies and use same for any purpose all without further compensation to you and without your approval. You agree that all such Feedback shall be deemed to be non-confidential.

Notwithstanding any other provision of this Agreement, Socialive and its licensors reserve the right to change, suspend, remove, or disable access to any content, or other materials comprising a part of the Services at any time without notice. In no event will Socialive be liable for the removal of, loss of, or disabling of access to any such content or materials under this Agreement. Socialive may also impose limits on the use of or access to certain features or portions of the Services, in any case and without notice or liability.

Socialive, the Socialive logo, and other Socialive trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of Socialive Inc. in the U.S. and other countries. Other trademarks, service marks, graphics, and logos used in connection with the Services may be the trademarks of their respective owners. You are granted no right or license with respect to any of these trademarks and any use of such trademarks.

12) Disclaimer of Warranties

The Services are provided on an "AS IS" basis. To the extent permitted by law, we hereby disclaim all warranties, whether express or implied, including but not limited to the implied warranty of merchantability, fitness for a particular purpose, title, and non-infringement. You expressly agree that your use of, or inability to use, the service is at your sole risk. The Services are provided for your use without warranties of any kind. Socialive does not guarantee, represent, or warrant that your use of the Services will be uninterrupted, continuous, or error free. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Services for any reconstruction of any lost data.

13) Liability of Limitation

You agree that we will not be responsible for and we hereby disclaim any and all of our liability for any lost profits, revenues, information or data, or consequential, special, indirect, exemplary, punitive, or incidental damages arising out of or related to the Services or the Agreement, even if we know or have been told they are possible, including for the deletion of Your Content or account. Our cumulative and aggregate liability arising out of or relating to the Services or the Agreement will not exceed the amount you have paid us in the past 6 months for the applicable Services. We have no liability for services and features offered by other people or companies, even if you access them through the Services or otherwise utilize them in conjunction with Socialive.

14) General Legal Provisions

Electronic Signatures. Your use of the Services includes the ability to enter into agreements and/or to make transactions electronically. You agree and acknowledge that your electronic submission constitutes your agreement to be bound by and pay for such agreements and transactions. Your agreement includes but is not limited to all related and relevant transactions occurring on the Socialive platform. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.

Choice of Law and Jurisdiction. The laws of the State of California, excluding its conflicts of law rules, govern these Terms of Service and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with Socialive or relating in any way to your use of the Service resides in the courts of Los Angeles County and the State of California.

Compliance with Laws. The Services are controlled and operated by Socialive from its offices in the United States. You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of the Services. Socialive reserves the right to enforce and/or verify compliance with any part of this Agreement. You agree that Socialive has the right, without liability to you, to disclose any Account Information to law enforcement authorities, government officials, and/or a third party, as Socialive believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement or as required under applicable laws.

Changes to the Terms of Service. Socialive reserves the right, at any time and from time to time, to amend, update, revise, supplement, and otherwise modify these Terms and Conditions and to impose new or additional rules, policies, terms, or conditions on your use of the Services. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions will be effective immediately and are incorporated into these Terms and Conditions. Please check this website frequently for the latest version of the Terms and Conditions.

Notices. Socialive may send you notice with respect to the Service by sending an email message to the email address listed in your Account contact information, by sending a letter via postal mail to the contact address listed in your Account contact information. Notices shall become effective immediately upon sending.

Assignment. You may not assign your rights under this Agreement to anyone else without Socialive’s written consent. We may freely assign the Agreement or any of our rights to any other individual or entity.

Severability. If any part of these Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Socialive's failure to enforce any right or provision in these Terms of Service will not constitute a waiver of such provision, or any other provision of these Terms of Service.

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