Master Service Agreement and Terms of Use

THIS MASTER SERVICE AGREEMENT GOVERNS THE USE OF THE MATCHDAY LIVE SERVICES.

CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.

IF A CUSTOMER REGISTERS FOR A FREE TRIAL OF THE MATCHDAY LIVE SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.

BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) AGREEING TO A PROPOSAL PUT FORWARD BY AN AUTHORISED REPRESENTATIVE OF THE SERVICE PROVIDER OR (3) USING FREE SERVICES, THE CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT.

IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM "CUSTOMER" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

1.1 Definitions

In this Agreement, unless the context otherwise requires:

Agreement means this agreement including the attached schedules.

Party means a party to this Agreement from time to time, and Parties means all of them.

Business Day means a day on which banks in England are open for general banking business, excluding Saturdays, Sundays and public holidays.

Business Hour(s) means 9am to 5pm (London time) on a Business Day.

Personnel means in relation to a Party, any employee, contractor, officer and agent of that Party.

Service Provider means Matchday Media Group Limited.

Customer refers to any individual, company, or legal entity that registers for an account on the Application with the Service Provider, whether directly or through an authorised representative. This includes any employees, agents, or third parties acting on behalf of the Customer.

Related Entities means a separate legal entity directly or indirectly connected to the Customer through ownership, control or affiliation.

Authorised User(s) means authorised user(s) of the Customer.

Viewer means an end-user of the Customer, who engages with the Application as part of the service offered by the Customer.

Site means the web application found at https://www.matchdaylive.com

Software means the software used to provide the Services, and includes any instructions in hard copy or electronic form and any update, modification or release of any part of that software after this agreement is entered into by the Parties.

System(s) means a combination of Products or a combination of Products and Services which are integrated and operate together, including a network.

Documentation means any documentation, hard copy or digital, provided to the Customer by the Service Provider, intended for guidance on use of the Products and Services.

Application means the Matchday Live software.

Product(s) means hardware or software.

Service(s) means the Application Services and Support Services, to be provided by the Service Provider to the Customer on the terms and conditions set out in this agreement.

Application Service(s) means the services provided to the Customer through the Application.

Support Service(s) means customer support activity provided to the Customer to assist in the use of the Application.

Premium Content Service(s) means digital content or media that is accessible exclusively to Viewers who have either: (a) purchased access to such content on a pay-per-view (PPV) basis; or (b) subscribed to a Plan which includes access to such content.

Customer Account means the account that the Customer holds on the Application, with the Service Provider.

Customer Interface means the administrative interface of the Application, where the Customer manages their Services.

Customer Environment means the computing environment of the Customer including all hardware, software, information technology and telecommunications services and Systems.

Viewer Account means the account that the Viewer holds with the Customer, on the Application.

Viewer Interface means the interface where Viewers access content created, managed and hosted on the Application by the Customer.

Viewer Payment means a payment made by a Viewer for access to Premium Content Services.

Subscription means an arrangement where a Customer agrees to receive and pay for the Service, with a set of pre-defined characteristics, on a monthly basis. "Subscription(s)" and "Plan(s)" may be used interchangeably without any change in meaning.

Fee(s) means the Subscription fee(s) due to the Service Provider for making use of the Application.

Subscription Category means a defined grouping of Service(s) offered by the Service Provider under a common Subscription.

Month-to-Month Subscription means a recurring Subscription that renews automatically every month, allowing the Customer to access the Services on a monthly basis without a long-term commitment.

Annual (Billed Monthly) Subscription means a 12-month Subscription commitment where the Customer agrees to commit and pay for a full year of service, with the total cost divided into monthly payments. Although billing occurs each month, the Customer is contractually obligated to complete the full 12-month term.

Overage(s) means any usage of the Service that exceeds the limits of a Customer's Subscription.

Free Trial Period means a period in which the Service(s) will be made available to the Customer on a trial basis free of charge.

Add-On(s) refer to optional features, products or services that Customers may purchase in addition to their base Subscription.

Term means the duration of this Agreement being in effect.

Effective Date means the date on which the Customer's paid Subscription commences, being the earlier of: (a) the date on which the Customer purchases a Subscription; and (b) the date on which the Service Provider first grants the Customer access to the paid Services under that Subscription. For the avoidance of doubt, the creation of a Customer Account or participation in a Free Trial Period does not commence a Subscription.

Renewal Date means the date on which a Subscription automatically renews for a subsequent term.

Initial Term means the initial term of the Subscription, starting on the Effective Date and ending on the Renewal Date.

Renewal Term means consecutive Subscription terms following the Initial Term.

Contract Year means a 12 month period commencing on: (i) the Effective Date; (ii) each subsequent anniversary of the Effective Date.

Billing Cycle means the interval between payments.

Payment Date means the date on which the Customer is required to make payment.

Payment Method is the method by which the Customer makes payment for Subscription Fee(s).

Upgrade Date means the date on which a Subscription upgrade is effected.

Downgrade Date means the date on which a Subscription downgrade is effected.

Cancellation Date means the date on which a Subscription is cancelled.

Auto-Renewal means the automatic renewal of a Subscription at the end of the then-current Billing Cycle (for Month-to-Month Subscriptions) or the then-current Contract Year (for Annual (Billed Monthly) Subscriptions). Disabling Auto-Renewal constitutes notice by the Customer that the Subscription is not to renew for a further Billing Cycle or Contract Year (as applicable); it does not constitute, and shall not be construed as, termination of the Subscription prior to the Termination Date.

Termination Date means the date on which the Customer's right to access and use the Service ends, being: (a) for Month-to-Month Subscriptions, the last day of the Billing Cycle in which the Customer cancels their Subscription; and (b) for Annual (Billed Monthly) Subscriptions, the last day of the Contract Year in which the Customer disables Auto-Renewal, or such earlier date on which the Agreement is terminated in accordance with its terms.

Self-Billing means a billing arrangement in which the Service Provider issues invoices on behalf of the Customer.

Customer Payout(s) means the payout due to the Customer by the Service Provider.

Customer Payout Account is an Application-managed account that reflects the amount available for Payout to the Customer. It is funded by Viewer Payments and adjusted for refunds, fees, taxes, and other applicable deductions. Customer Payouts are issued from this account to the Customer's designated external payment method.

Customer Payout Balance refers to the net financial position of the Customer Payout Account on the Application, calculated as the cumulative value of all Viewer Payments received to date, less all Customer Payouts made. This balance incorporates all applicable financial adjustments (i.e. refunds, chargebacks, transfers, disputes, credits & taxes) applied in accordance with this Agreement and applicable laws.

Customer Payout Date means the date on which the Customer Payout occurs.

Customer Payout Assessment Period means the data range for consideration when determining the value of a Customer Payout.

Customer Payout Calculation means the calculation which determines the value of the Customer Payout.

Customer Payout Payment Method is the method to which the Customer receives Customer Payout(s).

Taxes means all applicable taxes, levies, duties, or similar governmental assessments, including but not limited to value-added tax (VAT), goods and services tax (GST), Sales Tax, Use Tax, Withholding Tax, or any other similar charges, whether domestic or foreign, that may be imposed by any jurisdiction as a result of the Customer's purchase, subscription or use of the Service.

Additional Cost(s) means additional costs, expenses, damages or losses suffered or incurred by the Service Provider.

Terabyte(s) means 1,000,000,000,000 bytes or characters of information and may be abbreviated as "TB".

Gigabyte(s) means 1,000,000,000 bytes or characters of information and may be abbreviated as "GB".

Support Hour(s) means:

1. the hours the Service Provider will provide the Support Services to the Customer or
2. if such hours are not specified, Business Hours.

Data means all of the information, documents and other data provided by the Customer or their Personnel to the Service Provider, any content uploaded by the Customer or Personnel to the Service Provider's System, or otherwise accessed by the Service Provider in providing the Services.

Intellectual Property Rights means all present and future rights to:

1. copyright;
2. registered or unregistered designs, patents, trade marks;
3. trade, business, company or domain names;
4. know-how, inventions, processes, trade secrets;
5. circuit layouts, databases or source codes; and
6. any similar rights in any part of the world,

including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.

Claim means any actual, contingent, present or future claim, demand, action, suit or proceeding for any Liability, restitution, equitable compensation, account, injunctive relief, specific performance or any other remedy of whatever nature and however arising, whether direct or indirect, and whether in contract, tort (including but not limited to negligence) or otherwise.

Confidential Information includes information or documentation which:

1. is disclosed to the recipient in connection with this Agreement (whether before or after the Effective Date);
2. is prepared or produced under or in connection with this Agreement (whether before or after the Effective Date); or
3. relates to:
   1. the business, assets or affairs of a Party or any of its affiliates;
   2. the business, assets or affairs of a company in a group of companies to which the Customer belongs, or any client of that company in the group; or
   3. the subject matter of, the terms of and/or any transactions contemplated by this Agreement,

whether or not such information or documentation is reduced to a tangible form or marked in writing as "confidential", and whether it is disclosed to the recipient or received, acquired, overheard or learnt by the recipient in any way whatsoever.

Force Majeure means any event or circumstances beyond the reasonable control of a Party including any fire, lightning strike, flood, earthquake, natural disaster, sabotage, nuclear contamination, terrorism, war or civil riot that occurs to the extent that it:

1. would be unreasonable to expect the affected Party to have planned for, avoided or minimised the impact of such circumstance by appropriate risk management, disaster recovery or business resumption plan; and
2. results in a Party being unable to perform an obligation under this Agreement on time.

Insolvency Event means the occurrence of any one or more of the following events in relation to a Party:

1. the Party is or states that it is insolvent or is deemed or presumed to be insolvent under any applicable laws;
2. an application or order is made for the winding up, bankruptcy or dissolution of the Party or a resolution is passed or any steps are taken to pass a resolution for its winding up or dissolution;
3. an administrator, provisional liquidator, liquidator or person having a similar or analogous function under the laws of any relevant jurisdiction is appointed in respect of the Party or any action is taken to appoint any such person and the action is not stayed, withdrawn or dismissed within 10 Business Days;
4. a controller is appointed in respect of any of the Party's property;
5. the Party is deregistered under the Companies Act 2006 or other legislation or notice of its proposed deregistration is given to it;
6. a distress, attachment or execution is levied or becomes enforceable against the Party or any of its property;
7. the Party enters into or takes action to enter into an arrangement, composition or compromise with, or assignment for the benefit of, all or any class of its creditors or members or a moratorium involving any of them;
8. a receiver or manager (or both) or trustee in bankruptcy is appointed in respect of the Party or its property;
9. a petition for the making of a sequestration order against the estate of the Party is presented and the petition is not stayed, withdrawn or dismissed within 10 Business Days or the Party presents a petition against itself; or
10. anything analogous to or of a similar effect to anything described above under the law of any relevant jurisdiction occurs in respect of the Party.

Change in Control occurs in respect of a Party if, after the Effective Date, a person acquires (directly or indirectly):

1. shares in that Party conferring alone or in aggregate 50% or more of the voting or economic interests in that Party on a fully diluted basis;
2. the power to control the appointment or dismissal of a majority of the directors of that Party; or
3. the capacity to control the financial and operating policies or management of that Party.

Liability means any expense, charge, cost, liability, loss, damage, claim, demand or proceeding (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent.

Applicable Laws means any and all: (i) laws, statutes, regulations, decisions, rulings, government policies, enactments or instruments (including national, regional, local or municipal laws, regulations or by-laws of any kind whatsoever); and/or (ii) codes of practice, policies and/or decisions of any relevant regulator; in each case which may from time to time be in force anywhere in the world and relevant to any rights and/or obligations of either party under this Agreement;

Data Controller has the meaning given to it in the Data Protection Legislation;

Data Processor has the meaning given to it in the Data Protection Legislation;

Data Protection Legislation means, in each case to the extent applicable to a Party: (1) the UK GDPR (being Regulation (EU) 2016/679 as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018) and the Data Protection Act 2018; (2) Regulation (EU) 2016/679 (the "EU GDPR") and all applicable national legislation implementing or made pursuant to it; and (3) any other applicable laws and regulations relating to the processing of personal data and privacy, in each case as amended, replaced or superseded from time to time;

Dispute means any disagreement, claim, or controversy arising out of or relating to the interpretation, performance, or breach of this Agreement, including matters concerning Fees, payments, Services, or obligations of either Party.

Dispute Notice means a written notification sent by one party to the other, formally identifying the existence and details of a Dispute, including the nature of the issue, relevant facts, and the relief or resolution sought.

1.2 Interpretation

In this Agreement, unless the context otherwise requires:

1. the singular includes the plural and vice versa; headings are for convenience only and do not affect interpretation;
2. a reference to a clause, paragraph, schedule or annexure is a reference to a clause, paragraph, schedule or annexure, as the case may be, of this Agreement;
3. if any act which must be done under this Agreement is to be done on a day that is not a Business Day then the act must be done on or by the next Business Day;
4. a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
5. where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
6. a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;
7. includes and similar words mean includes without limitation;
8. no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;
9. a reference to a party to a document includes that party's executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;
10. a reference to this Agreement or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
11. a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
12. if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;
13. a reference to time is to local time in London, United Kingdom;
14. a reference to $ or dollars refers to American Dollars;
15. a reference to £ or Pounds refers to Pounds Sterling; and
16. any phrase introduced by the term "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2.1 Notices

1. A notice or other communication given under this Agreement must be:
   1. in writing and in English; and
   2. addressed and delivered to the intended recipient by personal delivery or email in accordance with the notice details last notified by the recipient to the Parties.
2. A notice or communication is taken as having been given:
   1. when left at a Party's current address for notices;
   2. if sent by email, if sent before 5pm on a Business Day in the place of receipt then on the Business Day when it is sent, otherwise on the following Business Day.
3. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant Services administrator designated by Customer.
4. This subclause will survive the termination or expiry of this Agreement.

2.2 Force Majeure

If performance of this Agreement or any obligation under this Agreement is prevented, restricted or interfered with by reasons of Force Majeure and the affected party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the affected party invoking this provision shall be suspended to the extent necessary by such event. The affected party shall use reasonable efforts under the circumstances to remove such prevention, restriction or interference or to limit the impact of the event on its performance and must continue to perform with reasonable dispatch when the Force Majeure is removed.

2.3 Waiver

Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right. A waiver must be in writing.

2.4 Powers, Rights and Remedies

Except as provided in this Agreement or permitted by law, the powers, rights, and remedies of a Party under this Agreement are cumulative and in addition to any other powers, rights and remedies the Party may have.

2.5 Consents or Approvals

Except as provided in this Agreement, a Party may give, attach conditions to or withhold any consent or approval under this Agreement at its sole and absolute discretion. A Party is not obliged to give reasons for giving or withholding its consent or approval or for giving its consent or approval subject to conditions.

2.6 Assignment

No Party may assign, transfer or otherwise deal with all or any of its rights or obligations under this Agreement without the prior written consent of the other Parties. Any purported dealing in breach of this clause 2.6 is of no force or effect.

2.7 Further Assurance

Each Party must promptly do all things and execute all further documents necessary to give full force and effect to this Agreement and their obligations under it. This subclause will survive the termination or expiry of this Agreement.

2.8 Costs and Expenses

Each Party must pay its own costs and expenses (including legal costs) in connection with the negotiation, preparation, and execution of this Agreement and any document relating to it.

2.9 Relationship of Parties

1. This Agreement is not intended to create a partnership, joint venture or agency relationship between the Parties.
2. Nothing in this Agreement gives a Party authority to bind any other Party in any way.

2.10 Links to Third Parties

The Services may contain links to third-party web sites or services that are not owned or controlled by the Service Provider. The Service Provider has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. The Customer further acknowledges and agrees that the Service Provider shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.

2.11 Independent Legal Advice

Each Party acknowledges and agrees that it has had an opportunity to read this Agreement, it agrees to its terms and, prior to executing it, it has been provided with the opportunity to seek independent legal advice about its terms.

2.12 Severance

1. If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision must be read down as narrowly as necessary to allow it to be valid or enforceable.
2. If it is not possible to read down a provision (in whole or in part), that provision (or that part of that provision) is severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.

2.13 Entire Agreement

This Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

2.14 Amendment

The Service Provider reserves the right, in its sole discretion, to amend or update this Agreement from time to time. Customers are encouraged to review the Terms of Use, published on the Site periodically for any changes. In the event of material modifications, the Customer will be notified via email at least thirty (30) days in advance, including details of the changes and the date they will take effect.

Continued use of the Service after any such material modifications constitutes acceptance of the revised Terms of Use.

If material modifications to this Agreement directly and adversely affect the Customer's Subscription or Service and the Customer does not agree with the material modifications, the Customer may elect not to accept them as follows:

Customers on Month-to-Month Subscriptions may cancel their Subscription through the account settings section of the Application at any time prior to the date on which the material modifications take effect, in which case the Subscription will end on the Termination Date in accordance with clause 10.3.2.

Customers on Annual (Billed Monthly) Subscriptions must notify the Service Provider's relevant support team in writing prior to the date on which the material modifications take effect. In that event, notwithstanding clause 10.3.1, the Customer may terminate their Subscription with effect from the date on which the material modifications take effect, and will have no liability for Fee(s) relating to any period after that date. No refunds or credits will be issued for any period prior to that date.

2.15 Cumulative Rights

1. The rights arising out of this Agreement do not exclude any other rights of either Party.
2. Each indemnity in this Agreement is a continuing obligation that is separate and independent from the other obligations of the Parties under this Agreement.
3. A Party is not obliged to take any action, or incur any expense, before enforcing any indemnity under this Agreement.

2.16 Governing Law and Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

2.17 Third Party Rights

No person other than a party to this Agreement shall have any rights to enforce any term of this Agreement.

3.1 Subscription Grant

1. In consideration for payment of the Fees, the Service Provider grants to the Customer a non-exclusive, non-transferable (except as otherwise permitted under this Agreement), personal, revocable, software as a service ('SaaS') Subscription which gives the Customer the right to access and use the object code of the Application (and use its Documentation) in accordance with the Service Provider's intended purpose for the Services.
2. The Customer agrees that the Subscription:
   1. commences from the Effective Date;
   2. permits the Customer to use the Services in accordance with the Services' normal operating procedures; and
   3. permits the Customer to provide access and use of the Services to Authorised Users within the Customers organisation, as permitted by the purchased Subscription.

3.2 Right to Use

1. The Customer will have a right to use the Application solely for its business purposes, to perform the functions described in the Documentation. The Customer shall not allow any website that is not fully owned by the Customer to frame, syndicate, distribute, replicate, or copy any portion of the Application or Software.

3.3 General Restrictions

1. The Customer must not use the Services in any way which is in breach of any statute, regulation, law or legal right of any person or jurisdiction in which the Service Provider, Customer or its Personnel, or Viewer is located.
2. The Customer must not access or use the Services except as intended by the Service Provider and may not do or authorise the commission of any act that would or might invalidate or be inconsistent with the Service Provider's Intellectual Property Rights in the Services or Software. Without limiting the foregoing provisions, the Customer agrees and acknowledges that it must not and will not permit any person to:
   1. re-sell, assign, transfer, distribute or provide others with access to the Services;
   2. "frame", "mirror" or serve any of the Services on any web server or other computer server over the Internet or any other network;
   3. copy, alter, modify, create derivative works from, reproduce, resell, transfer to a third party, reverse assemble, reverse engineer, reverse compile or enhance the Services or Software; or
   4. alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality legend or notice, or any numbers, or other means of identification used on or in relation to the Services or Software.

3.4 Application Access

1. The Service Provider reserves the sole right to determine the geographic regions and countries in which the Application is made available for use by Customers.
2. Access to the Application may be restricted or unavailable in certain countries due to a variety of legal, regulatory, or commercial considerations, including but not limited to:
   1. international sanctions
   2. prohibitive laws
   3. content restrictions
3. The Service Provider may update or change these availability limitations at any time without prior notice, and it is the Customer's responsibility to ensure that their use of the Application complies with all applicable local laws and regulations.

3.5 Authorised Users

1. "Authorized Users" will only consist of: (i) employees of the Customer, and (ii) third party contractors of the Customer, each of whom shall be assigned rightful access and permission by the Customer. The Customer is fully liable for the acts and omissions of Authorised Users under these Terms.

1. These Terms of Use, and any other terms and policies referred to in these Terms of Use, form the agreement between Matchday Media Group Limited (referred to as "Service Provider", "we" or "us") and the user (referred to as "Customer" or "you"), collectively referred to as the Parties or each a Party.
2. The Service Provider owns, or holds the relevant rights to, the Application and Services and will grant the Customer a right to use the Application.
3. The Customer wishes to use the Services available at https://app.matchday.live from the Service Provider.
4. This Agreement sets out the terms upon which the Service Provider has agreed to grant the Customer the right to use the Services. This Agreement is binding on any use of the Services and applies to the Customer from the time that the Service Provider provides the Customer with a Customer Account to access and use the Services.
5. By accessing and/or using the Services you:
   1. warrant to us that you have reviewed this Master Service Agreement and Terms of Use, including our Privacy Policy, published on the Site, and you understand it;
   2. warrant to us that you are at least 18 years of age and have the legal capacity to enter into a legally binding agreement with us; and
   3. agree to use the Services in accordance with this Agreement.
6. You must not create a Customer Account, accept this Agreement, or use the Services unless you are at least 18 years of age. The Service Provider reserves the right to suspend or terminate any Customer Account where it reasonably believes this requirement is not met. Access to and use of the Viewer Interface by Viewers, including any age requirements applicable to Viewers, is governed by the Viewer Terms of Use published on the Site.
7. By using our Services and subscribing on our Site, you acknowledge that you have read, understood, and accepted this Agreement and you have the authority to act on behalf of any person or entity for whom you are using the Services, and you are deemed to have agreed to this Agreement on behalf of any entity for whom you use the Services.

1. On or from the Effective Date and during the Term, the Service Provider agrees to provide the Services in accordance with the terms of this Agreement.
2. The Customer agrees the Service Provider owns or holds the applicable licences to all Intellectual Property Rights including but not limited to copyright in the Software and Services and any documentation provided with the Services by the Service Provider to the Customer including any Customer configuration documentation.
3. The Service Provider reserves the right to change or remove features of the Services from time to time. The Customer agrees that any material alteration is at the Service Provider's discretion.
4. The Parties agree that the Service Provider:
   1. will supply the Services on a non-exclusive basis;
   2. does not make any warranty or representation as to the ability of the facilities or services of any third-party suppliers; and
   3. is not liable for any failure in, fault with or degradation of the Services if that failure, fault or degradation is attributable to or caused by any failure of the Customer Environment or the facilities or services of any third party.
5. The Service Provider reserves the right to refuse any request in relation to the Services that it deems inappropriate, unreasonable or illegal.

1. The Service Provider will use commercially reasonable efforts to ensure that the Application is available and operational, subject to scheduled maintenance, upgrades, and unforeseen technical issues.
2. The Service Provider must maintain commercially reasonable security measures to protect all Confidential Information in its possession or control, or in the possession or control of its Personnel, from unauthorised access, use, copying or disclosure.
3. The Service Provider will implement industry-standard security measures to protect customer data from unauthorised access, loss, or breach. However, the Customer acknowledges that no system is completely secure, and the Service Provider is not liable for breaches beyond its reasonable control.
4. The Service Provider will provide support services as outlined in its Service Level Agreement published on the Site, including response times and support channels. The scope of support may vary based on the Customer's Subscription.
5. The Service Provider may update, modify, or improve the Application, including security patches, bug fixes, and feature enhancements. The Service Provider will strive to minimize disruptions during updates but does not guarantee uninterrupted service.
6. The Service Provider will comply with applicable laws and regulations related to the provision of the Services, including data protection and privacy laws where required.

1. The Customer will provide all required materials as required by the Service Provider from time to time for the Service Provider to perform the Services.
2. The Customer must, at the Customer's own expense:
   1. provide all reasonable assistance and cooperation to the Service Provider in order to enable the Service Provider to supply the Services in an efficient and timely manner including but not limited to obtaining from Authorised Users any consents necessary to allow the Customer and its Personnel to engage in the activities described in this Agreement and to allow the Service Provider to provide the Services;
   2. use reasonable endeavours to ensure the integrity of the Data;
   3. permit the Service Provider and its Personnel to have reasonable access to the Customer Environment for the purposes of supplying the Services;
   4. ensure that only Customer Personnel and Authorised Users will access and use the Services and such use and access will be in accordance with the terms of this Agreement; and
   5. make any changes to its Customer Environment that may be required to support the delivery and operation of any Services.
3. The Customer is responsible for its use of the Services and must ensure that no person uses the Services:
   1. to break any law or infringe any person's rights including but not limited to Intellectual Property Rights;
   2. to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or
   3. in any way that damages, interferes with or interrupts the supply of the Services.
4. The Customer acknowledges and agrees that:
   1. it is responsible for all users using the Service including its Personnel and any Authorised Users and Viewers;
   2. its use of the Service will be at its own risk;
   3. it is responsible for maintaining the security of its account and password and those of the accounts' Authorised Users. The Service Provider cannot and will not be liable for any loss or damage from the Customer's failure to comply with this security obligation;
   4. the Service Provider may alter or update the Customer's Account logins and passwords and the logins and passwords of any Authorised Users at any time throughout the Term;
   5. the Customer is responsible for all content posted and activity that occurs on their Customer Account. This includes content posted by others who have logins or accounts associated with the Customer's Account;
   6. It is responsible for any of the Customer's Authorised Users making (or allowing any third party to make) material available by means of the Services (including shareable links, live content and on-demand media items). That is the case regardless of what form the content takes, which includes, but is not limited to text, photo, video or audio;
   7. the technical processing and transmission of the Service, including the Customer's content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices;
   8. if the Service Provider wishes to alter the delivery of the Services which requires a change to the Customer Environment (including reconfigurations or interface customisations the extent necessary to access or use the Services) the Customer will give any assistance to the Service Provider or make any such changes to the Customer Environment, that the Service Provider reasonably requires; and
   9. the Service Provider may pursue any available equitable or other remedy against the Customer as a result of a breach by the Customer of any provision of this Agreement.
   10. It is solely responsible for determining, reporting, and remitting any applicable Value-Added Tax (VAT), Goods and Services Tax (GST), Sales and Consumption Tax, or any other applicable taxes, duties, or charges imposed by any governmental authority in connection with their use of the Service. The Service Provider is not responsible for calculating, collecting, or remitting such taxes on behalf of the Customer, but will make every effort in making this information available for the Customer.

1. The Free Trial Period indicates the period in which the Service will be made available to the Customer on a trial basis free of charge, until the earlier of:
   1. the end of the free trial period for which Customer registered to use the applicable Service, or
   2. the start date of any purchased Subscriptions ordered by Customer for such Service, or
   3. termination by the Service Provider, in its sole discretion.
2. During the Free Trial Period the Services are provided "as-is" without any warranty and the Service Provider shall have no indemnification obligations nor liability of any type with respect to the Services for the Free Trial Period.
3. Any data that the Customer enters into the Service, and any customisations made to the Service by the Customer during the Customer's Free Trial Period will be permanently lost unless the Customer purchases a Subscription to the same Services as those covered during the Free Trial Period or purchases applicable upgraded Services.
4. The Customer cannot transfer data entered or customisations made during the Free Trial Period to a Service that would be a downgrade from that covered during the Free Trial Period;

1. The Service is offered under multiple Subscription types, each with varying services offered, feature sets, support levels, bandwidth allocations, storage capacity allocations, and where applicable, live stream hour allocations. The specific allocations and entitlements associated with each Subscription is detailed on the Service Provider's Site.
2. The Customer acknowledges that access to certain features, performance levels, and Support Services is contingent upon the selected Subscription. The Service Provider reserves the right to enforce these limits and may take appropriate action, including service restrictions or additional charges, if usage exceeds the allocated limits under the Customer's selected Subscription.
3. The Service Provider may update or modify the limits and offerings associated with Subscriptions from time to time, and such changes will be communicated in accordance with the terms set forth in this Agreement.

10.1 Term of Agreement

1. The Term of this Agreement takes effect on and from the Effective Date and continues for the Initial Term (if specified) and any Renewal Term(s) (if specified), or otherwise indefinitely, unless the Agreement is terminated earlier in accordance with the terms of this Agreement.

10.2 Termination by Service Provider

1. The Service Provider may terminate this Agreement immediately where:
   1. the Customer undergoes a Change of Control to a competitor of the Service Provider as determined by the Service Provider;
   2. the Customer fails to make any payments due hereunder on the Payment Date and at such time the Service Provider shall be entitled to stop all Service and suspend the Customer's access to the Service Provider's Application and Products without any liability or need to provide further notification. Access will be restored upon receipt of payment in full (the only permitted exception is where a portion of the payment is subject to a bona fide dispute in good faith and the parties are promptly working to resolve the dispute);
   3. the Customer files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern;
   4. the Customer is in breach (other than a trivial breach causing no material harm) of any provision of this Agreement and, where the breach is capable of remedy, the Customer has failed to remedy the breach within 30 Business Days of receipt of written notice from the Service Provider describing the breach and calling for it to be remedied.
   5. the Customer commits a breach of this Agreement not capable of remedy; or
   6. the Customer breaches clause 3 (Subscription Grant and Right to Use) or clause 23 (Prohibited Use) or clause 24 (Content Rights & Intellectual Property Protection) or clause 34 (Intellectual Property Rights).

10.3 Termination by Customer

10.3.1 Annual (Billed Monthly) Subscriptions

1. If the Customer subscribes to the Service under an Annual (Billed Monthly) Subscription, the Customer acknowledges and agrees that the Subscription is a binding commitment for the full Contract Year.
2. The Customer may disable Auto-Renewal on their Subscription at any point during the Contract Year. Disabling Auto-Renewal indicates that the Customer does not wish their Subscription to continue beyond the end of the then-current Contract Year; it does not terminate the Subscription, and the Customer's access to the Service and obligation to pay all remaining monthly Fee(s) continue until the Termination Date.
3. If the Customer discontinues use of the Service before the end of the Contract Year, the Customer remains responsible for all remaining monthly payments until the end of that Contract Year, and the Service Provider reserves the right to continue billing the Customer monthly until the Contract Year is completed.
4. Where the Customer has disabled Auto-Renewal, the Termination Date will be the last day of the then-current Contract Year, and the Customer's access to the Service will cease on the Termination Date.
5. No refunds or credits will be issued for unused portions of the Service.
6. If the Customer has not disabled Auto-Renewal before the last day of the then-current Contract Year, the Subscription will automatically renew for a further Contract Year (Renewal Term).
7. The Customer may re-enable Auto-Renewal at any time prior to the Termination Date, in which case the Subscription will renew in accordance with sub-clause 6 as if Auto-Renewal had not been disabled.

10.3.2 Month-to-Month Subscriptions

1. Customers on a Month-to-Month Subscription may cancel their Subscription at any point within a Billing Cycle. Cancellation will take effect at the end of that Billing Cycle, being the Termination Date, on which date the Customer's access to the Service will cease.
2. The Customer remains responsible for the full Fee for the Billing Cycle in which cancellation occurs. No refunds or credits will be issued for unused portions of the Service.
3. If the Customer has not cancelled their Month-to-Month Subscription before the last day of the then-current Billing Cycle, the Subscription will automatically renew for a further Billing Cycle (Renewal Term).

10.4 Events Following Termination of Subscription

1. Upon termination of the Subscription, the Service Provider will:
   1. immediately suspend operation of the Viewer Interface;
   2. immediately stop performing the Service;
   3. immediately stop placing orders for supplies or services required in connection with the performance of the Service; and
   4. after a period of 60 (sixty) days from the Termination Date during which no actions are taken on the Customer Account, destroy all property, including Confidential Information, Intellectual Property and Data in its possession that belongs to the Customer.
2. Upon termination of Subscription, the Customer will immediately:
   1. cease and desist from any use of the Services;
   2. return to the Service Provider all property, including Confidential Information and Intellectual Property, in its possession that belongs to the Service Provider;
   3. pay the Fees for all Services completed;
3. The expiry or termination of this Agreement for any reason will be without prejudice to any rights or liabilities which have accrued prior to the date of expiry or termination of this Agreement.
4. This clause 10 will survive the termination or expiry of this Agreement.

1. The Customer agrees to pay the Service Provider all applicable Fee(s) for the Service. Fee(s) are charged on a recurring basis (e.g. monthly) in accordance with the Customer's Billing Cycle. All Fee(s) are non-refundable except as expressly stated in this Agreement.
2. Fee(s) are based on Services and Subscriptions, as well as Overages, Support Services and Add-Ons.
3. Fee(s) will be charged in the currency as selected at the time of purchase and are payable in advance.
4. Fee(s) will automatically be charged to the nominated Payment Method on the Payment Date.

1. The Customer authorises the Service Provider to charge the designated Payment Method on a recurring basis until the Subscription is cancelled or terminated.
2. Payments must be made in full and on time. If a payment is declined, fails, or is not received by the Payment Date, the Service Provider may (at its absolute discretion):
   1. immediately cease providing the Services, and recover as a debt due and immediately payable from the Customer its Additional Costs of doing so;
   2. charge interest at a rate equal to the Bank of England Bank Rate plus 8% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date;
   3. engage debt collection services and/or commence legal proceedings in relation to any such amounts; and/or report the Customer to any independent credit data agencies.
3. The Service Provider reserves the right, without notice, to suspend or terminate the Customer's access to the Service should their Fee(s) become overdue.
4. The Customer's access to the Service will be suspended until payment is successfully processed.
5. A reinstatement charge may be applied at the discretion of the Service Provider and will apply to reactivate any suspended Customer Account once full payment has been received.
6. The Customer is responsible for ensuring that billing information is accurate and up to date.
7. Subscription Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, accessible by any jurisdiction whatsoever (collectively "Taxes"). The Customer is responsible for paying all Taxes associated with its purchases hereunder. If the Service Provider has the legal obligation to pay or collect Taxes for which Customer is responsible, the Service Provider will add this tax to the Customer invoice and the Customer will pay that amount. For clarity, the Service Provider is solely responsible for taxes assessable against it based on its income, property and employees.

1. Each Subscription includes a specified bandwidth allocation for use within the respective Billing Cycle.
2. The Customer acknowledges and agrees that, regardless of Subscription type, any unused bandwidth allocated in a Billing Cycle does not roll over to subsequent Billing Cycles and will be forfeited at the end of the Billing Cycle in which it was allocated.
3. Bandwidth allocations reset in full at the commencement of each new Billing Cycle.

1. Where applicable to the Subscription, each Subscription includes a specified live stream hour allocation for use within the respective Billing Cycle.
2. The Customer acknowledges and agrees that, regardless of Subscription type, any live stream hours not depleted within the Billing Cycle in which they were allocated do not roll over to subsequent Billing Cycles and will be forfeited at the end of that Billing Cycle.
3. Live stream hour allocations reset in full at the commencement of each new Billing Cycle.

15.1 Bandwidth Overage(s)

1. If a Customer exceeds the bandwidth allowance included in their Subscription within a Billing Cycle, the Customer will be charged for all excess consumption at the applicable Overage rates published on the Site.
2. These Overage charges are necessary to ensure the continued provision of services.
3. Bandwidth Overage fees are issued and charged for in 1GB increments.
4. By using the Service, the Customer agrees to pay any applicable Overage fees incurred. The Service Provider reserves the right to update Overage rates from time to time, with any changes published on the Site or sent to the Customer as a notice via email.
5. If a Customer wishes to avoid incurring bandwidth Overage fees, they may choose to disable bandwidth Overage charges in the Customer Account section of the Application. By doing so, the Customer acknowledges that once their allocated bandwidth has been fully depleted, their Viewer Interface will be suspended and become unavailable to Viewers until the next Billing Cycle or until Overage charges are enabled in the Customer Account section of the Application. The Service Provider is not responsible for any disruptions or loss of access resulting from bandwidth depletion when Overage charges have been disabled.

15.2 Storage Capacity Overage(s)

1. If a Customer exceeds the storage capacity allowance included within their Subscription, the Customer will be charged for all excess storage capacity required at the applicable Overage rate published on the Service Provider's Site.
2. These Overage charges are necessary to ensure the continued provision of services.
3. By using the Service, the Customer agrees to pay any applicable Overage fees incurred. The Service Provider reserves the right to update Overage rates from time to time, with any changes reflected on the Overage pricing page published on the Site or sent to the Customer as a notice via email.
4. Storage capacity Overages are applied if the Customer Account exceeds the Subscription threshold at any point during the Billing Cycle.
5. The storage capacity Overage fee will be calculated based on the maximum amount of additional storage capacity required within the respective Billing Cycle.
6. Storage capacity Overages fees are issued and charged for in 1TB increments.
7. If a Customer wishes to avoid incurring storage capacity Overage fees, they may choose to disable storage capacity Overage charges in the Customer Account section of the Application. By doing so, the Customer acknowledges that once their allocated storage capacity has been fully depleted, they will be limited in their use of the Application and the associated Services. The Service Provider is not responsible for any disruptions resulting from storage capacity depletion when storage capacity Overage charges have been disabled.

15.3 Live Stream Hour Overage(s)

1. If during a Billing Cycle, a Customer exceeds the maximum live stream hour allowance included as part of their Subscription, the Customer will be charged for all excess consumption at the applicable Overage rates published on the Site.
2. These overage charges are necessary to ensure the continued provision of services.
3. By using the Service, the Customer agrees to pay any applicable Overage fees incurred. The Service Provider reserves the right to update Overage rates from time to time, with any changes reflected on the Overage pricing page published on the Site or sent to the Customer as a notice via email.
4. The live stream hour Overage fee is calculated based on the total number of hours (rounded up to the nearest hour) by which the Customer exceeded the Subscription allowance within the Billing Cycle.
5. Live stream hour Overage fees are issued and charged for in 1 hour increments.
6. If a Customer wishes to avoid incurring live stream hour Overage fees, they may choose to disable live stream hour Overage charges in the Customer Account section of the Application. By doing so, the Customer acknowledges that once their live stream hour allocation has been fully depleted, any active live stream broadcast will be immediately terminated and Viewers will lose access to the active live stream on the Viewer Interface. The Customer will not be able to use live stream Services until the next Billing Cycle or until live stream hour Overage charges are enabled in the Customer Account section of the Application. The Service Provider is not responsible for any disruptions or loss of access resulting from live stream hour depletion when live stream hour Overage charges have been disabled.

For the purposes of clauses 16 and 17, a change of Subscription constitutes an "upgrade" where the Fee of the new Subscription exceeds the Fee of the existing Subscription, and a "downgrade" where the Fee of the new Subscription is lower than the Fee of the existing Subscription.

16.1 Annual (Billed Monthly) Subscriptions

1. Customers on Annual (Billed Monthly) Subscription may upgrade their Subscription at any time during their Subscriptions' Contract Year and the upgraded Subscription will activate with immediate effect.

2. Customers may upgrade their Subscription either within their existing Subscription Category or to a Subscription in a different Subscription Category (e.g. from an On-Demand Subscription to a Live and On-Demand Subscription), as defined on the Service Provider's Site.

3. On the Upgrade Date, the Customer will be:

   1. assigned the additional features of the upgraded Subscription.
   2. assigned the storage capacity allocation of the upgraded Subscription.
   3. assigned the pro-rated allocation of bandwidth (rounded to the nearest 1GB) for the respective Billing Cycle, as per the bandwidth allocation on the upgraded Subscription offset by the bandwidth allocation on the existing Subscription.
   4. assigned the pro-rated allocation of live stream hours (if applicable) (rounded to the nearest hour) for the respective Billing Cycle, as per the live stream hour allocation on the upgraded Subscription offset by the live stream hour allocation on the existing Subscription.
   5. charged a pro-rated Fee for the respective Billing Cycle, as per the upgraded Subscription Fee offset by the existing Subscription Fee.

4. In cases where the Upgrade Date falls on a date that does not occur in a subsequent month (i.e. the 31st), future billing will take place on the closest preceding date available in the respective month (i.e. the 30th or 28th/29th in February).

5. The Fee charged for the upgraded Subscription will be the Fee in effect for that Subscription on the Upgrade Date, pro-rated to align with the Upgrade Date and Billing Cycle dates.

6. There are no restrictions on the number of times that a Customer may upgrade their Subscription during a Contract Year.

7. Upgrade Date(s) have no impact on the Effective Date, Contract Year or Renewal Date of the Subscription.

16.2 Month-to-Month Subscriptions

1. Customers on Month-to-Month Subscriptions may upgrade their Subscription at any point during the Billing Cycle and the upgraded Subscription will activate with immediate effect.
2. Customers may upgrade their Subscription either within their existing Subscription Category or to a Subscription in a different Subscription Category (e.g. from an On-Demand Subscription to a Live and On-Demand Subscription), as defined on the Site.
3. On the Upgrade Date, the Customer will be:
   1. assigned the additional features of the upgraded Subscription.
   2. assigned the storage capacity allocation of the upgraded Subscription.
   3. assigned the pro-rated allocation of bandwidth (rounded to the nearest 1GB) for the respective Billing Cycle, as per the bandwidth allocation on the upgraded Subscription offset by the bandwidth allocation on the existing Subscription.
   4. assigned the pro-rated allocation of live stream hours (if applicable) (rounded to the nearest hour) for the respective Billing Cycle, as per the live stream hour allocation on the upgraded Subscription offset by the live stream hour allocation on the existing Subscription.
   5. charged a pro-rated Fee for the respective Billing Cycle, as per the upgraded Subscription Fee offset by the existing Subscription Fee.
4. In cases where the Upgrade Date falls on a date that does not occur in a subsequent month (i.e. the 31st), future billing will take place on the closest preceding date available in the respective month (i.e. the 30th or 28th/29th in February).
5. The Fee charged for the upgraded Subscription will be the Fee in effect for that Subscription on the Upgrade Date, pro-rated to align with the Upgrade Date and Billing Cycle dates.
6. There are no restrictions on the number of times that a Customer may upgrade their Subscription when on a Month-to-Month Subscription.

For the purposes of clauses 16 and 17, a change of Subscription constitutes an "upgrade" where the Fee of the new Subscription exceeds the Fee of the existing Subscription, and a "downgrade" where the Fee of the new Subscription is lower than the Fee of the existing Subscription.

17.1 Annual (Billed Monthly) Subscriptions

1. Customers on an Annual (Billed Monthly) Subscription may downgrade their Subscription at any point during their Contract Year, and there is no restriction on the number of times a Customer may downgrade their Subscription during a Contract Year.

2. Downgrades will come into effect as of the commencement of the following Billing Cycle ("Downgrade Date").

3. Customers may downgrade their Subscription either within their existing Subscription Category or to a Subscription in a different Subscription Category (e.g. from a Live and On-Demand Subscription to an On-Demand Subscription), as defined on the Service Provider's Site.

4. On the Downgrade Date, the Customer will:

   1. have their Product features adjusted to match the features available on the downgraded Subscription.
   2. have their storage capacity allocation adjusted to match that of the downgraded Subscription.
   3. be assigned the full bandwidth allocation of the downgraded Subscription.
   4. be assigned the full live stream hour allocation (if applicable) of the downgraded Subscription.
   5. be charged the full Fee of the downgraded Subscription.

5. Where a Customer downgrades to a Subscription with a lower storage capacity than that offered by their existing Subscription and the Customer Account storage capacity required exceeds that offered by the downgraded Subscription:

   1. the Customer will incur an Overage fee for the additional storage required at a rate as published on the Site, so as to ensure continuation of Service.
   2. the storage capacity Overage fee will be added to all future billing while the storage space required exceeds the storage space offered on the downgraded Subscription.

6. Should a Customer wish to avoid Overage fees for excess storage capacity required, the Customer will need to take steps to reduce the quantity of stored media in their Customer Account prior to the Downgrade Date.

7. Should a Customer attempt to downgrade their Subscription, where the storage capacity required exceeds the storage capacity available on the downgraded Subscription and the Customer has storage capacity Overage fees disabled in the Customer Account section of the Application, the downgrade will not be permitted by the Application.

8. The Fee charged for the downgraded Subscription will be the Fee in effect for that Subscription at the point at which the downgrade is effected.

9. Downgrade Date(s) have no impact on the Effective Date, Contract Year or Renewal Date.

17.2 Month-to-Month Subscriptions

1. Customers on a Month-to-Month Subscription may downgrade their Subscription at any point during the Billing Cycle and the downgrade will take effect at the start of the new Billing Cycle ("Downgrade Date").
2. Customers may downgrade their Subscription either within their existing Subscription Category or to a Subscription in a different Subscription Category (e.g. from a Live and On-Demand Subscription to an On-Demand Subscription), as defined on the Site.
3. On the Downgrade Date, the Customer will:
   1. have their Product features adjusted to match the features available on the downgraded Subscription.
   2. have their storage capacity allocation adjusted to match that of the downgraded Subscription.
   3. be assigned the full bandwidth allocation of the downgraded Subscription.
   4. be assigned the full live stream hour allocation (if applicable) of the downgraded Subscription.
   5. be charged the full Fee of the downgraded Subscription.
4. There is no limit on the number of times that a Customer can downgrade their Subscription when on a Month-to-Month Subscription.

18.1 Annual (Billed Monthly) Subscriptions

1. The Service Provider reserves the right to adjust Subscription Fee(s) at its discretion.
2. Customers will receive at least thirty (30) days' prior notice of any Subscription Fee adjustments.
3. Continued use of the Service after the Fee adjustment has taken place, constitutes acceptance of the new Fee.
4. For Customers on Annual (Billed Monthly) Subscriptions, should a Fee adjustment be effected, the Subscription Fee charged at each Billing Cycle will remain unchanged for the duration of the Contract Year. Any Fee adjustments put into effect during the Contract Year, will take effect upon renewal for a subsequent Contract Year, on the Renewal Date.
5. Should a Customer upgrade or downgrade their Subscription during the Contract Year, the Fee charged for the upgraded or downgraded Subscription will be the fee in effect for that Subscription at the point at which the upgrade or downgrade is effected.

18.2 Month-to-Month Subscriptions

1. The Service Provider reserves the right to adjust Subscription Fee(s) at its discretion.
2. Customers will receive at least thirty (30) days' prior notice of any Subscription Fee adjustments.
3. Continued use of the Service after the Fee adjustment has taken place, constitutes acceptance of the new Fee.
4. Subscription Fee adjustments take effect on the Renewal Date in the Billing Cycle following the Fee adjustment date.

1. Add-On(s) refer to optional Service(s) or features that Customer(s) may purchase in addition to their Subscription.
2. These Add-On(s) may include, but are not limited to Product(s) and Service(s) that extend the functionality or value of the Application.
3. Subscription Add-On(s) may be subject to additional Fee(s), Term(s), and Billing Cycle(s) as specified at the time of purchase.

The Service Provider will use commercially reasonable efforts to ensure the availability and performance of the Service in accordance with industry standards. However, the Customer acknowledges and agrees that:

1. The Service is provided on an "as-is" and "as-available" basis, and the Service Provider does not guarantee uninterrupted or error-free operation. Scheduled maintenance, emergency repairs, and unforeseen circumstances (such as cyberattacks, third-party service failures, or force majeure events) may result in temporary service disruptions. The Service Provider will make reasonable efforts to provide advance notice of any planned maintenance that may impact availability.
2. The Service Provider is not responsible for service disruptions, performance issues, or downtime caused by:
   1. The Customer's misuse of the Service, including failure to adhere to usage limits.
   2. Failures, limitations, or disruptions in the Customer's Environment (including hardware, software, or internet connection).
   3. Issues arising from third-party integrations or external Service providers.
   4. Force majeure events, including but not limited to acts of God, natural disasters, government actions, or other events beyond the Service Provider's reasonable control.
3. The Service Provider reserves the right to modify Service levels, including Support Service availability and response times, upon prior notice to the Customer. Any updates will be reflected in the applicable Service Level Agreement (SLA) or Support Service documentation as found on the Site.

1. During the Term, the Service Provider will provide Support Services in accordance with the Service Levels during the Support Hours, provided that:
   1. the Customer provides the Service Provider with notice for applicable Services in accordance with any applicable System and processes as set out on the Site, as applicable; and
   2. where required, the Customer assists with investigating and ascertaining the cause of the fault and provides to the Service Provider all necessary information relevant to the fault (including but not limited to what the Customer or their Personnel has done in relation to the fault).

1. The Customer grants to the Service Provider the right to transmit, store and back-up or otherwise access, use or make reference to any Intellectual Property Rights in the Data:
   1. to supply the Service(s) including to enable the Customer, its Personnel and any Authorised Users to access and use the Service(s);
   2. to do analysis for the purposes of analytics;
   3. for product optimisation and improvement;
   4. for diagnostic purposes;
   5. to test, enhance and otherwise modify the Service(s) whether requested by the Customer or not;
   6. to develop other Service(s); and
   7. to calculate Customer Payouts and similar financial analysis; and
   8. as reasonably required for the performance of the Service Provider's obligations under this Agreement.
2. The Customer represents and warrants that:
   1. any and all Data supplied by the Customer or otherwise accessed by the Service Provider through the provision of the Service(s) is the sole and exclusive property of the Customer or the Customer has secured any and all authorisations and rights to use the Data as applicable;
   2. its Data does not breach any relevant laws, regulations or codes;
   3. its Data does not infringe the Intellectual Property Rights of any third party;
   4. it will comply with all applicable laws and regulations in the jurisdiction where the Customer accesses and publishes content using the Services; and
   5. to the extent that the Data contains personal data, it has obtained the necessary consents in order to transfer or permit access to this Data in accordance with applicable privacy and data protection laws.
3. The Customer acknowledges and agrees that:
   1. any collation, conversion and analysis of Data performed as part of the Service(s) whether by the Service(s) or otherwise is likely to be subject to human input and machine errors, omissions, delays and losses including but not limited to any loss of Data. The Service Provider is not liable for any such errors, omissions, delays or losses. The Customer acknowledges and agrees it is responsible for adopting reasonable measures to limit the impact of such loss or error;
   2. The Service Provider may relocate the Data to another jurisdiction. In each case, the Service Provider will give the Customer fifteen (15) Business Days' notice and use all reasonable endeavours to minimise the effect of such change on the Customer's access and use of the Service(s);
   3. The Service Provider is not responsible for any corruption or loss of any Data if such corruption or loss is due to an act or omission by the Customer, its Personnel, its Related Entities or any Authorised Users; and
   4. The Service Provider is not responsible for the integrity or existence of any Data on the Customer's Environment, network or any device controlled by the Customer or its Personnel.
   5. It will access, use, and process any Data available through the Application solely for legitimate purposes in accordance with this Agreement. The Customer shall not misuse, modify, distribute, or exploit any Data in a way that violates applicable laws, infringes on the rights of others, or exceeds the scope of their authorised access.
4. The Customer agrees to indemnify and hold the Service Provider harmless for the corruption or loss of any Data controlled or stored by the Customer or any parties related to the Customer, to the extent that the corruption or loss is not caused by a negligent act or omission of the Service Provider or its Personnel.
5. The Customer agrees and undertakes that, in connection with this Agreement, it will comply with, and take any action required by the Service Provider to ensure the Service Provider's compliance with, the provisions of the Data Protection Legislation, including, without limitation, taking any technical and organisational procedures and measures necessary to ensure the security of any personal Data.
6. The Customer shall not contact, message, or otherwise communicate with any end-users, Viewers, or data subjects whose information is accessible through the Application unless they have obtained express prior consent from the respective individuals or as otherwise permitted by law. Unsolicited communication or use of personal Data for marketing or other unauthorised purposes is strictly prohibited.
7. The parties acknowledge that for the purpose of the Data Protection Legislation, the Customer is the Data Controller and the Service Provider is the Data Processor.
8. Any breach of this clause may result in immediate suspension or termination of the Customer's access to the Services, in addition to any legal action or penalties that may apply under applicable Data protection laws.
9. If the Customer's Subscription ends, the Customer will have the ability to download or export their Data using the tools provided by the Service Provider. The Customer is responsible for retrieving their Data and will have 30 (thirty) days from the Termination Date to access and download it. The Data will be made available in a standard, commonly used format to ensure compatibility with other System(s). The Service Provider is not responsible for any loss of Data if the Customer fails to retrieve it within the specified timeframe. After this period, the Service Provider may permanently delete the Data in accordance with its Data Retention Policy, as available on the Site, and in any event in accordance with clause 10.4.

1. The Customer acknowledges and agrees that this Agreement incorporates by reference the terms of any Acceptable Use Policy as available on the Site or as provided to the Customer from time to time.
2. The Customer acknowledges and agrees that it must not, and will ensure each Authorised User does not:
   1. use the Services to violate any legal rights of any person, the Customer or other entity in any jurisdiction;
   2. use the Services in relation to crimes such as theft and fraud;
   3. use the Services in breach of laws relating to the protection of copyright, trade secrets, patents or other intellectual property and laws relating to spam or privacy;
   4. make any unauthorised copy of any copyrighted material owned or licensed by the Service Provider;
   5. introduce malicious programs into the Service Provider System (e.g. viruses, worms, trojan horses, e-mail bombs);
   6. reveal the Customer's account password to others or allow use of the Customer's Account by those who are not the Customer's Personnel or Authorised Users;
   7. use the Service to make fraudulent offers of goods or services;
   8. use the Service to carry out security breaches or disruptions of a network. Security breaches include, but are not limited to, accessing Data of which the Customer is not an intended recipient or logging into a server or account that the Customer is not expressly authorised to access or corrupting any Data. For the purposes of this paragraph, "security breaches" includes, but is not limited to, network sniffing/monitoring, pinged floods, packet spoofing, denial of service, and forged routing information for malicious purposes;
   9. use any program/script/command, or sending messages of any kind, with the intent to interfere with, or disable, any persons' use of the Service;
   10. send any unsolicited email messages to users of the Service, Customer's customers, Viewers or suppliers in breach of General Data Protection Regulations and Privacy Law's or to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages;
   11. use the Services in breach of any person's privacy (such as by way of identity theft or "phishing") is strictly prohibited; and
   12. use the Services to circumvent user authentication or security of any of the Customer's hosts, networks or accounts or those of the Viewers or suppliers.

1. The Customer agrees not to publish or live stream any media to the Application that:
   1. may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;
   2. may create a risk of any other loss or damage to any person or property;
   3. seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
   4. may constitute or contribute to a crime or tort;
   5. contains any information or content that the Customer deems to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, or otherwise objectionable;
   6. contains any information or content that is illegal;
   7. contains any information or content that the Customer does not have the authority to make available under any law or under contractual or fiduciary relationships;
   8. contains any information or content that the Customer knows is false;
   9. violates any third-party rights, including without limitation, any Intellectual Property Rights or rights of privacy.
2. The Customer agrees that any music incorporated into media uploaded, published, live streamed or otherwise made available through the Application must either be owned by the Customer, royalty-free, or used with proper authorisation. The Customer must have express permission, including any necessary licences, rights, or consents, to use such music in accordance with applicable copyright laws.
3. The Customer acknowledges and agrees that repeated violations of content license rights, including but not limited to unauthorised use of copyrighted material, may result in the suspension or termination of their access to the Service. The Service Provider, at its sole discretion, reserves the right to take appropriate action, including issuing warnings, removing infringing content, temporarily suspending access, or permanently terminating the Customer's Account.
4. The Customer is solely responsible for ensuring compliance with all applicable intellectual property laws, and the Service Provider assumes no liability for any infringement by the Customer.

1. Access to Premium Content Services (i.e. paid-for) by Viewers may be limited or restricted in certain geographic regions or countries at the sole discretion of the Service Provider.
2. These limitations may be imposed due to a range of legal, regulatory, or commercial considerations, including but not limited to:
   1. international sanctions
   2. prohibitive sales tax laws
   3. content syndication regulations or restrictions
3. The Service Provider reserves the right to update or modify these access restrictions at any time without prior notice.
4. A current list of countries and regions where Premium Content Service access is restricted can be found at the Service Provider's Site.
5. It is the responsibility of the Viewer to ensure that their access complies with all applicable local laws and any restrictions set by the Service Provider.

1. All payment processing services for the Application, inclusive of Viewer Payments, Customer Fees and Customer Payouts are provided by Stripe, Inc. ("Stripe").
2. By using the Application and accepting this Master Service Agreement and Terms of Use, you acknowledge and agree to the use of Stripe for all payment transactions and accept any applicable fees charged by Stripe in connection with its payment processing services.
3. By accepting this Master Service Agreement and Terms of Use, you agree to be bound by the Stripe Services Agreement, which governs your use of Stripe's services. It is the Customer's responsibility to review and comply with the terms of the Stripe Services Agreement.

1. By using the Application, the Customer acknowledges and agrees that:
   1. all transactions for Premium Content Services are processed through the Service Provider's designated payment account.
   2. The Service Provider receives such payments on behalf of the Customer for the purpose of calculating and remitting Value-Added Tax (VAT), Goods and Services Tax (GST) & Sales and Consumption Tax as an agent, on behalf of the customer.
   3. The Service Provider receives such payments on behalf of the Customer for the purpose of calculating the net Customer Payouts value and facilitating onward remittance.
   4. The Service Provider will calculate and make Customer Payouts in accordance with the details as set out in clause 31 of this Agreement "Customer Payouts".
   5. Customer Payouts represent the Customer's share of income derived from Viewer transactions, less any applicable deductions as specified in this Agreement including, but not limited to refunds, payment processing fees and applicable taxes.
2. The Customer acknowledges that the Service Provider acts as a payment collection agent for the Customer for the purpose of accepting payments from Viewers, managing the agency of the relevant VAT, GST & Sales and Consumption Tax obligations and transferring the net amounts due to the Customer as described above.

1. The Service Provider is a global business and complies with the applicable tax laws and regulations in the jurisdictions in which it operates. The Service Provider may make changes to this clause at any time, without Notice, to reflect changes in applicable laws and regulations, or to address any impact affecting the Service Provider, Customers, Viewers or relevant third parties.
2. This section details the Service Providers' approach to compliance with global tax laws and regulation and when, why, and how the Service Provider will charge taxes on Viewer Payments and Customer Payouts. A few key things to note:
   1. as part of a Viewer's payment for Premium Content Services, the Service Provider may charge an amount equal to any form of tax.
   2. the Service Provider may be required by law to provide local tax authority with information regarding Customer Payouts or Viewer Payments on the Application.
   3. any objection to the above points or failure to comply with the requirement of this clause may result in the respective Customer Account being closed or suspended.
3. For the sale of digital Premium Content Services of the type provided through the Application - VAT, GST & any other applicable Sales and Consumption Tax and their associated rates, are determined based on the place of consumption.
4. For the purposes of VAT, GST & Sales and Consumption Tax compliance only, the Viewer is deemed to make payment directly to the Service Provider for access to Premium Content Services.
5. The Service Provider is responsible for determining the Viewer's location based on available evidence and, where required by law, applying the appropriate VAT, GST & Sales and Consumption Tax rates in accordance with the tax rules of the Viewer's location of consumption.
6. When setting the price for Premium Content Services on the Application, the Customer must indicate whether the price shown to the Viewer is inclusive or exclusive of any applicable VAT, GST & Sales and Consumption Tax or similar such taxes.
7. Unless otherwise expressly specified by the Customer during the configuration of the Premium Content Service, the default setting is that all listed prices for Premium Content Services are inclusive of VAT, GST & Sales and Consumption Tax, or similar such taxes.
8. It is the Customer's responsibility to correctly configure the pricing of any Premium Content Service(s) offered by them to the Viewer, to reflect the tax inclusivity or exclusivity.
9. The Service Provider accepts no liability or claim for incorrectly configured pricing on Premium Content Service(s).
10. The Service Provider will calculate, collect, and remit any VAT, GST & Sales and Consumption Taxes due to the relevant tax authority in accordance with applicable local laws and regulations.
11. Any VAT, GST & Sales and Consumption Tax amounts that are collected by the Service Provider on behalf of the Customer and remitted to the relevant tax authorities will be reflected as part of the Customer Payout Calculation and shown on the Self Billing invoices generated by the Service Provider on behalf of the Customer.
12. UK VAT Compliance
    1. if you are registered for VAT in the UK, you must provide the Service Provider with a valid VAT number in the Settings section of your Customer Interface.
    2. if you are resident in the UK, you may be required to register for VAT and provide the Service Provider with a valid VAT number in the settings area of the Customer Account on the Application, so that this can be accounted for in the invoicing of your earnings to the Service Provider.
    3. any VAT will be paid separately to your Customer Payout. To receive your Customer Payout, Customers will need to email proof of their VAT filing to vat@matchdaymediagroup.com along with your VAT invoices. Customers can create VAT invoices in the account section of your Customer Account.

1. In the event that a refund request is submitted directly by a Viewer to the Service Provider, the Service Provider will independently evaluate the validity of such refund request and will determine, at its sole discretion, whether to issue a refund to the Viewer.
2. In making any determinations around the validity of Viewer refund requests, the Service Provider will refer to and apply the refund terms set out in the Viewer Terms of Use Policy found on the Site.

1. The Service Provider is a global business and complies with the applicable tax laws and regulations in the jurisdictions in which it operates. The Service Provider may make changes to this clause at any time, without Notice, to reflect changes in applicable laws and regulations, or to address any impact affecting the Service Provider, Customers, Viewers or relevant third parties.
2. The Service Provider does not provide tax advice. Please seek advice from a qualified tax professional in your jurisdiction.
3. By using the Application, you acknowledge and agree that you are responsible for your own tax affairs.
   1. you are responsible for providing the Service Provider with accurate tax and contact information.
   2. the Service Provider is not responsible for any failure by you to keep your information up to date.
   3. the Service Provider is not responsible for advising Customers on their tax affairs.
   4. The Service Provider is not liable for any non-payment of tax by Customers, or for their compliance with applicable tax laws or regulations.
   5. the Service Provider is not liable for any general tax information provided on the Application or by the Service Providers' support team.
4. The Customer is responsible for ensuring that they make any necessary tax filings, and pay any tax due on their earnings from the Application.
   1. the Service Provider is not liable for any non-payment of tax by Customers, or for their compliance with applicable tax laws or regulations.
   2. the Service Provider or any Subsidiary is not responsible for advising you on your tax affairs or liable for any general tax information provided on the Application or by the Applications' support personnel.
   3. depending on your country of residence, you may be required to provide the Application with your tax ID in the Customer Account section of the Application on the Customer Interface.
   4. if this is a requirement in your state or country of registration or residence and you fail to provide the Application with your tax ID, the Application will be unable to pay out your Customer Payouts.
   5. the Service Provider may be required by law to provide your local tax authorities with your personal information including identity information and details of your Customer Payouts. Any data shared will be limited to what is required by law and will be shared in accordance with our Privacy Policy, which can be found on the Service Provider's Site.
5. US Tax Compliance
   1. if you are resident in the US, and have received more than $600 USD in Customer Payout on the Application during the relevant tax year, you will need to submit an IRS Form 1099.
   2. If applicable, a digital copy of your 1099 form can be downloaded from the Settings section of your Customer Interface.

31.1 Customer Payout Calculation

1. The Customer Payout Calculation applies solely to revenue generated by the Customer through Viewer Payments made via the Application. It does not include the Customers Subscription Fee or any other sources of revenue, sponsorship, advertising, or third-party transactions unless explicitly agreed to in writing by the Service Provider.

2. The Customer Payout shall be calculated by the Service Provider for each relevant Customer Payout Assessment Period and shall be determined as follows:

   • Total Gross Viewer Income Payments
   • Less Gross Refunds issued to Viewers
   • Less Gross resolved dispute payment made to Viewers
   • Less Payment Gateway Fees
   • Less VAT, GST & other Sales and Consumption Tax (where applicable)

3. The resulting amount will constitute the Customer's gross earnings for the applicable Customer Payout Assessment Period, and will be used as the basis for the Customer Payout reflected in the Self-Billing invoice.

4. In the event that a negative Customer Payout Balance arises, the Service Provider reserves the right to charge the full value of the negative balance to the designated Customer Payout Payment Method on file. This charge will be effected on the Customer Payout Date, should the Customer Payout Account still be in arrears on this date. This is done in order to return the Customer Payout Balance back to a minimum of zero (0) balance.

5. Should a negative Customer Payout Balance charge be made to the designated Customer Payout Payment Method and the payment method not have sufficient funds to cover the negative balance, the Service Provider reserves the right to charge the full value of the negative balance to the Payment Method designated for Subscription Fee(s).

6. Should both payment methods detailed in clause 31.4 and 31.5 fail to resolve the negative Customer Payout Balance deficit, the Service Provider reserves the right to suspend the Customer Account until the negative Customer Payout Balance has been returned to a minimum of zero (0) balance, by the Customer.

7. UK VAT Treatment

   1. the Service Provider is established in the United Kingdom and complies with UK VAT regulations. For Customers that are VAT-registered entities in the UK, VAT will be calculated and accounted for in the Customer Payout Calculation and Self-Billing invoice in accordance with applicable UK tax law.
   2. for Customers located outside of the United Kingdom, VAT will not be applied to the Customer Payout Calculation or included in the Self-Billing invoice, unless required by applicable cross-border tax regulations.

31.2 Customer Schedule & Regularity

1. Customer Payouts take place on the twenty-fifth (25th) day of each month, known as the Customer Payout Date.
2. The Service Provider reserves the right to adjust the determination of the Customer Payout Date in cases of bank holidays, technical issues, or other operational delays, with reasonable notice provided where possible.
3. The Customer Payout Assessment Period extends from sixty (60) days prior to the Customer Payout Date to thirty (30) days prior to the Customer Payout Date, with both dates being inclusive in the assessed period.
4. Any delay in the Customer Payout Date as a result of bank holidays, technical issues, or other operational delays will have no effect on the Customer Payout Assessment Period related to that specific Customer Payout.
5. Each Customer Payout made will reflect the Customer Payout value as determined in accordance with the Customer Payout Calculation.
6. Due to the determination of the Customer Payout Assessment Period, a Customers' first payout from the Application, will take place no earlier than sixty (60) days from the date on which they receive their first Viewer Payment through the Application.
7. Customer Payout(s) shall only be made to Customer(s) whose accounts are in good standing. In the event that any Subscription Fees, negative Customer Payout Balance(s) or other amounts due to the Service Provider remain unpaid by the Customer, the Service Provider reserves the right to withhold payment of the Customer Payout until such time that the outstanding Fee(s) are settled in full.
   1. For the avoidance of doubt, a Customer Account shall not be considered in good standing if any amounts due to the Service Provider remain unpaid beyond their due date.
   2. The Service Provider shall not be liable for any interest, penalties, or damages arising from any delay in the Customer Payout due to such withholding.

1. By accepting this Master Service Agreement and Terms of Use, the Customer acknowledges and agrees that the Service Provider will operate under a Self-Billing arrangement for Customer Payouts due to the Customer, in connection with the Customer(s) use of the Application.
2. Under this arrangement, the Service Provider will generate self-billed invoices on behalf of the Customer for all Customer Payouts payable to the Customer by the Service Provider.

Legal Compliance and Due Diligence

3. The Service Provider confirms that it has taken all necessary legal steps and carried out all required due diligence in accordance with His Majesty's Revenue and Customs' (HMRC) guidelines to apply Self-Billing. These steps include, but are not limited to:
   1. Ensuring that the Customer is a VAT-registered entity where applicable.
   2. Obtaining and retaining a signed Self-Billing agreement from the Customer where required.
   3. Confirming that the Customer agrees not to raise sales invoices for the transactions covered by the Self-Billing arrangement.
   4. Conducting reasonable checks to ensure the validity of the Customer's VAT number and registration status.
   5. Renewing the self-billing agreement with the Customer at least annually or as otherwise required by HMRC.
   6. Ensuring that the Customer agrees to the continued renewal of the Self-Billing agreement, prior to making Customer Payouts to the Customer.

Customer Obligations

4. The Customer agrees to cooperate with the Service Provider in maintaining a valid Self-Billing arrangement, including:
   1. Promptly providing accurate and up-to-date VAT registration information and notifying the Service Provider of any changes.
   2. Accepting and agreeing to the Self-Billing arrangement and its renewal when requested by the Service Provider.
   3. Not issuing separate invoices for any transactions covered under the Self-Billing agreement.

Invoice Generation and Responsibility

5. The Service Provider will calculate and generate self-billed invoices based on the net amounts due to the Customer as determined under clause 31 (Customer Payouts) and clause 27 (Fund Flow for Premium Content Services) of this Agreement. These invoices shall be deemed valid and issued on the Customer's behalf for accounting and VAT, GST & Sales and Consumption Tax purposes.

Customer Accounting Responsibility

6. The Customer acknowledges that it is solely responsible for properly accounting for the self-billed invoices within its own financial, tax, and VAT records.
7. The Service Provider accepts no liability for the Customer's failure to comply with applicable accounting or tax obligations.

1. Subject to clause 33.2, each Party must (and must ensure that its Personnel do):

   1. keep confidential all confidential information; and
   2. not use or permit any unauthorised use of all confidential information.

   Clause 33.1 does not apply where:

   3. the information is in, or comes into, the public domain (other than by a breach of this clause 33 by the relevant Party);
   4. the relevant Party has the prior written consent of the Party that disclosed the Confidential Information;
   5. the disclosure is required by law;
   6. the disclosure is required in order to comply with this Agreement, provided that the Party disclosing the Confidential Information ensures the recipient complies with the terms of this clause 33; and
   7. the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the Party disclosing the Confidential Information ensures the adviser complies with the terms of this clause 33.

2. Each Party acknowledges and agrees that monetary damages may not be an adequate remedy for a breach of this clause 33. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 33.

3. This clause 33 will survive the termination or expiry of this Agreement.

1. A Party's ownership of, or any right, title or interest in, any Intellectual Property Rights in an item which exists prior to the Effective Date (Pre-Existing Material) will not be altered, transferred or assigned by virtue of this Agreement.
2. The Customer grants to the Service Provider a non-exclusive, royalty free, non-transferable and revocable grant to use any of the Customer's Intellectual Property Rights including any Pre-Existing Material as reasonably required for the Service Provider to provide the Services to the Customer.
3. The Service Provider has the right (but not the obligation) in its sole discretion to refuse or remove any content that is available via the Application that it deems inappropriate, illegal, offensive, threatening, libellous, defamatory, pornographic, obscene, or otherwise objectionable or violate any party's Intellectual Property Rights or this Agreement.
4. The Service Provider has the discretion (but not obligation) to terminate a Customer's access to and use of the Services if, the Service Provider determines that the Customer or its Authorised Users are a repeat infringer of the Intellectual Property Rights of third parties.
5. This clause 34 will survive the termination or expiry of this Agreement.

1. Each Party and its Personnel agrees to comply with its obligations under the Data Protection Act 2018 and any other applicable legislation or privacy guidelines as amended from time to time in relation to personal information collected, used or disclosed by that Party or its Personnel in connection with the Services and this Agreement.
2. Details on how the Service Provider complies with the Data Protection Act 2018 and how it collects, discloses, holds or uses personal information is available in the Service Provider's Privacy Policy, as set out on the Service Provider's Site or as provided to the Customer from time to time. The Service Provider reserves the right to amend its Privacy Policy as required from time to time.
3. The Service Provider will take all reasonable steps to notify the Customer in writing if it becomes aware of any actual, threatened or suspected breach of Data where such breach involves personal information.
4. The Customer warrants that it has obtained each of its Personnel's, its Viewers, its Related Entities, and their respective Personnel informed consent to use, store, manipulate or otherwise deal with the personal information contained in the Data.
5. The Customer must ensure that any collection, processing, use, disclosure and transfer by the Customer and its Personnel of personal information in connection with the performance of its obligations under this Agreement complies with all applicable privacy law and the Privacy Policy, as set out on the Service Provider's Site.
6. The Customer must take all necessary steps to ensure that the personal information held or accessed by it in connection with this Agreement is protected against misuse, interference and loss, and from unauthorised access, modification and disclosure (Data Breach). The Customer will promptly give written notice to the Service Provider of any actual or suspected Data Breach and will provide information, assistance and other cooperation as requested by the Service Provider in respect of the Data Breach.
7. The Customer must co-operate with any reasonable requests or directions of the Service Provider relating to the security, use, disclosure, and transfer of personal information, the Service Provider's legal obligations relating to the personal information, complaints relating to the personal information and the rights of Viewers and the customers' Authorised Users, to access and correct the personal information or opt out of receiving any communications from or on behalf of the Customer.
8. The Service Provider will retain the Customer's information for as long as the Customer Account is active or as needed to provide the Services. The Service Provider will retain and use information as necessary to comply with legal obligations, resolve disputes, and enforce agreements.
9. This clause 35 will survive the termination or expiry of this Agreement.

36.1 General

Each Party represents and warrants to each other Party:

1. it has full legal capacity and power to enter into this Agreement, to perform its obligations under this Agreement to carry out the transactions contemplated by this Agreement, to own its property and assets and to carry on its business;
2. no Insolvency Event has occurred in respect of it;
3. this Agreement constitutes legal, valid and binding obligations, enforceable in accordance with its terms; and
4. the execution and performance by it of this Agreement and each transaction contemplated by it does not conflict with any law, order, judgment, rule or regulation applicable to it or any document binding on it.

36.2 Service Provider

1. The Service Provider warrants that to the best of its knowledge the Services do not infringe the Intellectual Property Rights of any third party and there are no actual or threatened proceedings for any intellectual property infringements in relation to the Services.
2. The Service Provider does not warrant that the Service will be error-free or will operate without interruption or that, except as set out in this Agreement, the Services will be performed in the manner intended by the Customer or the Services will meet the requirements of the Customer.

36.3 Repetition

1. Each Party makes the representations and warranties in clause 36.1 on each day in which it is a Party.

1. The Service Provider is liable for the acts and omissions of all its Personnel as if they were done by the Service Provider.

2. Despite anything to the contrary (but subject to clause 37.3), to the maximum extent permitted by the law:

   1. the Service Provider's maximum aggregate Liability arising from or in connection with this Agreement (including the Services or the subject matter of this Agreement) will be limited to, and must not exceed, in any Contract Year, the total amount of Fees paid to the Service Provider in the prior Contract Year; and
   2. If no full Contract Year has elapsed, the maximum liability of the Service Provider under this Agreement shall be calculated as the total Fee(s) paid by the Customer for the Services during the period from the Subscription Effective Date until the date of the claim.
   3. the Service Provider will not be liable to the Customer for: (i) any loss of profit (including anticipated profit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data); (ii) lack of access to or use of or inability to access or use the Service; (iii) any conduct or content of any third party on the Services; (iv) any content obtained from the Services; nor (v) unauthorised access, use or alteration of your transmissions or content, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

3. Clause 37.2 will not apply to the Service Provider's Liability to the Customer under this Agreement for any liability which cannot be excluded or limited by applicable law, including:

   1. fraud or criminal conduct; or
   2. death or personal injury.

4. Despite anything to the contrary, to the maximum extent permitted by the law, the Service Provider will have no Liability, and the Customer releases and discharges the Service Provider from all Liability, arising from or in connection with any:

   1. failure or delay in providing the Services;
   2. breach of this Agreement; or
   3. misuse of the Services,

   — where caused or contributed to by any:

   4. Force Majeure Event;
   5. fault or defect in any item of the Customer Environment; or
   6. act or omission of the Customer or its Personnel.

5. The Service Provider uses third-party Service Providers to host, supplement and deliver the Services. The Service Provider will not be liable for any interruption to the Services, unavailability or outage, or any interruption, unavailability or outage of the Customer's Systems, caused by any such third-party service provider.

6. The Customer agrees that, to the maximum extent permitted by the law, this Agreement excludes all terms, conditions and warranties implied by statute, in fact or on any other basis, except to the extent such terms, conditions and warranties are fully expressed in this Agreement.

7. The Customer agrees to indemnify, and hold harmless, the Service Provider against all Liabilities and Claims arising out of or in connection with:

   1. any and all unauthorised use of the Service;
   2. Authorised Users access or use of the Services;
   3. injury to or death of any person caused by any act or omission by or on behalf of the Customer or its Personnel; and
   4. damage to any real or tangible property caused by any act or omission by or on behalf of the Customer or its personnel.

8. This Clause 37 will survive the termination or expiry of this Agreement.

1. The Service Provider may communicate with the Customer via email, in-app notifications, support tickets, or other electronic means regarding Customer Account updates, service changes, security notices, and other relevant matters.
2. The Customer agrees to provide and maintain accurate contact information and to regularly check the provided communication channels for updates or notifications from the Service Provider. The Service Provider is not responsible for missed communications due to outdated or incorrect contact details.
3. The Service Provider may send marketing or promotional communications to the Customer, subject to applicable laws. The Customer may opt out of such communications at any time by following the unsubscribe instructions provided in the communication.
4. The Customer may contact the Service Provider's support team through designated support channels, as outlined in the Service Provider's Service Level Agreement, as found on the Service Provider's Site. The Service Provider will make reasonable efforts to respond within published response times.

1. The Parties agree the Service Provider may engage subcontractors to perform the Services on its behalf.

1. The Customer will not solicit or entice away, any person or organisation that was an actual or prospective, client, employee, contractor, representative, agent of, or developer to, the Service Provider, during the Term of this Agreement.
2. This clause 40 will survive the termination or expiry of this Agreement.

41.1 Disputes

1. A Party must not commence court proceedings relating to any dispute arising from, or in connection with this Agreement (Dispute) without first complying with this clause 41 unless:
   1. that Party is seeking urgent interlocutory relief; or
   2. the Dispute relates to compliance with this clause.
   3. Notwithstanding the existence of a Dispute, the Parties must continue to perform their obligations under this Agreement.

41.2 Negotiation

1. In the event of a Dispute, the Partie(s) agree to first attempt resolution using the communication and support channels provided within the SaaS Application.
2. In the event of a Dispute remaining unresolved through the communication and support channels provided within the SaaS Application, the Party claiming there is a Dispute must give written notice to the other Party or Parties' relevant primary contact for Dispute resolution, setting out the details of the Dispute and proposing a resolution (Dispute Notice). The Service Provider's relevant primary contact for all Dispute Notice(s) can be found on the Site.

41.3 Mediation

1. If the relevant Parties are unable to resolve the Dispute within 15 Business Days after receipt of the Dispute Notice, any Party involved in the Dispute may (by written notice to the other Parties) submit the Dispute for mediation by a mediator agreed between the Parties or, failing agreement within 10 Business Days, appointed by the Centre for Effective Dispute Resolution (CEDR), with such mediation to be conducted:
   1. in good faith;
   2. in Bristol, England (or remotely, if agreed between the Parties); and
   3. in accordance with the CEDR Model Mediation Procedure in force at the date of the Dispute Notice.
2. The costs of mediation are to be split between the relevant Parties, provided that each Party will bear its own costs in relation to the mediation.
3. If the Dispute has not been settled within 20 Business Days after the appointment of a mediator, or such other period as agreed in writing between the Parties, the Dispute may be referred by any Party involved in the Dispute (by written notice to the other Parties) to litigation.
4. This clause 41 will survive the termination or expiry of this Agreement.

For any questions, please contact us at:

Matchday Media Group Limited (14712336)
10 Albatross Road
Whitchurch
Bristol
BS14 0UH
United Kingdom

Email: support@matchdaymediagroup.com