PASS THROUGH TERMS
LIVEARENA® BROADCAST SERVICE PASS THROUGH TERMS THESE PASS THROUGH TERMS AND ALL EXHIBITS HERETO, ARE PART OF A LEGALLY BINDING AGREEMENT BETWEEN YOU (THE "PUBLISHER", YOU” OR “YOUR”) AND [RESELLER] ("RESELLER") IN RELATION TO YOUR ACCESS TO AND USE OF THE LiveArena® Broadcast SERVICE ("THE SERVICE"). LIVEARENA IS NOT A PARTY TO THESE LIVEARENA PASS-THROUGH TERMS, WHICH APPLY SOLELY BETWEEN RESELLER AND PUBLISHER, AND PUBLISHER HAS NOT RIGHT TO ENFORCE OR BRING ANY CLAIM AGAINST LIVEARENA IN RESPECT OF THESE LIVEARENA PASS-THROUGH TERMS. HOWEVER, LIVEARENA IS A THIRD PARTY BENEFICIARY TO THESE LIVEARENA PASS-THROUGH TERMS, AND SHALL HAVE THE BENEFIT OF AND THE RIGHT TO ENFORCE THESE LIVEARENA PASS-THROUGH TERMS BETWEEN PUBLISHER AND RESELLER.
1. INTRODUCTION These pass through terms (the "Pass Through Terms"), the separate Privacy Statement and the Service Order agreed between Reseller and Publisher apply to your access to and use of the LiveArena® Broadcast Service (the "Service").
2. ACCOUNTS The Publisher will gain access to LiveArena® Broadcast, when an account in the Service ("Account") has been created for the Publisher. As an Account holder, the Publisher is responsible for ensuring information provided upon registration or otherwise in the Publishers communication with Reseller and LiveArena is true and accurate. It is Publisher’s responsibility to protect and ascertain if anyone who is unauthorized has gained access to the Publishers login details or Account. You are aware that a breach of this provision is considered a material breach, which in accordance with Section 5 gives LiveArena the right to terminate the Publishers Service Order. The Publisher is responsible for all activities that occur under the Publishers account, regardless of whether the activities are undertaken by the Publisher, the Publishers employees or a third party (including the Publishers contractors or agents) and, except to the extent caused by our breach of this Agreement, LiveArena is not responsible for unauthorized access to the Publishers account.
4. PRICES AND PAYMENT Prices and payment terms are agreed between Publisher and Reseller. Publisher acknowledges that LiveArena may terminate a Service Order if Reseller should commit or permit a material breach or non-performance of essential importance to LiveArena in relation to that Service Order, and does not remedy such breach within 30 days of receipt of the notice.
7. INTELLECTUAL PROPERTY RIGHTS "LiveArena Content" is any type of material or content in the Service which is not Publisher Content (as defined below), including but not limited to text, data (including data or information generated as a result of operating the Service), graphics, logos, button icons, images, photos, audio clips and software. LiveArena (and its licensors, where applicable) shall exclusively own all right, title, and interest, including all related intellectual property rights, in and to the LiveArena Content. "Publisher Content" is any content, such as live or file based video and metadata, published thru the Service by a Publisher. The Publisher (and its licensors, where applicable) shall exclusively own all right, title, and interest, including all related intellectual property rights, in and to the Publisher Content. The Publisher acknowledges that the LiveArena Content and Publisher Content in the Service may be protected by copyright or other intellectual property rights. Subject to the Publishers acceptance of these Pass Through Terms, the Publisher may access and use the Service, and LiveArena Content in the Service to the extent permitted by these Pass Through Terms. LiveArena does not permit any activities in the Service or by using the LiveArena® Broadcast Service that may infringe the copyright or other intellectual property rights or otherwise violate any rights of a third party. The Publisher may not modify, adapt, prepare derivative works based on, publish, transmit, perform, display, broadcast, distribute, sell, license or in any other way exploit the LiveArena Content. If the Publisher suspects that any content in the Service may infringe the copyright or other intellectual property rights of a third party, or otherwise violate any rights of a third party, the Publisher shall notify LiveArena thereof without undue delay. Publisher grants to LiveArena a worldwide, limited-term license to host, copy, transmit and display Publisher Content as necessary for LiveArena to provide the Services in accordance with these Pass-Through Terms.
9. RESTRICTIONS OF USE The Publisher acknowledges and agrees to that the Publisher has sole responsibility for the Publishers activities in the Service, and shall abide by all applicable local, national, and foreign, laws, treaties and regulations in connection with the Publishers use of the Service and the LiveArena Content. Subject to the Publishers acceptance of these Pass Trough Terms, LiveArena will let the Publisher access and use the Service and the LiveArena Content. The Publisher acknowledges and agrees to that the Publishers failure to comply with these Pass Trough Terms when accessing and using the Service and the LiveArena Content constitutes a breach of these Pass Through Terms and the Publishers agreement with Reseller. When the Publisher access and use the Service and LiveArena Content, the Publisher undertakes not to: (i) distribute, in whole or in part, any LiveArena Specific Content in any medium without the prior written consent of LiveArena, (ii) change or modify any part of the Service or the LiveArena Content, (iii) gain access to any content in the Service by using any other technology or means than those used on the Service or otherwise approved by LiveArena, (iv) attempt to circumvent, deactivate or in any other manner try to interfere with any security functions in the Service, or functions which prevent or limits the use of any content in the Service, or which limits the use of the Service or the LiveArena Content, (v) harvest or otherwise collect information about others, including email addresses, without their consent, (vi) attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or other means, (vii) spread any viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs in the Service, and (viii) interfere with another users use and enjoyment of the Service. The Service is only intended to be used for streaming and file based video, which is a simultaneous digital transmission of the content from the Service via the Internet. Thus, the Publisher may not download (temporarily or permanently), copy, reproduce, store, transmit, show, sell, license, redistribute, or any other way exploit any LiveArena Content, without the prior written consent of LiveArena. The Publisher acknowledges and agrees to that the Publisher has sole responsibility, and that LiveArena does not have any responsibility towards the Publisher or any third party, for any violations of the Publishers obligations under these Pass Through Terms and the consequences (including loss or damage incurred for LiveArena) by such violations. The Publisher may not rent, lease, lend, resell, transfer, or host the Service, or any portion thereof, to or for third parties. An entity, whether incorporated or not, that is controlled by, controls, or is under common control with the Publisher (“Affiliate”) shall not be considered a third party under this section. “Control” means the ability, whether directly or indirectly, to direct the affairs of another by means of ownership, contract or otherwise. The Publisher is responsible for all Affiliate’s activities that occur under the Publishers account. In cases where the use of the Service entails harm or risk of harm to LiveArena or the Service, LiveArena is entitled to temporarily cut off or limit access to the Service. If LiveArena receives information that Content provided by Publisher may violate applicable law or third-party rights, LiveArena may require Publisher to discontinue all use of such Content and, to the extent not prohibited by law, promptly remove such Content from its systems. LiveArena may not, in exercising its rights hereunder, take any other action than is justifiable in the circumstances. Publisher shall be notified about the limitation of access to the Service as soon as circumstances allow and Publisher will work with LiveArena to resolve the issue as expeditiously as possible. LiveArena agrees to promptly restore access to the Service as soon as the underlying issue has been resolved and there is no longer a reasonable risk of harm to LiveArena s network and the Service.
10. SUPPORT Publisher acknowledges and agrees that all Publisher support inquiries and matters must be made through Reseller, and that Reseller may have access to Publisher’s instance of the Services, including Publisher Data, for the purposes of providing such support, and accordingly Publisher and Reseller will enter appropriate contractual protection. Any additional access required by Reseller and requested by Publisher shall be agreed to by the parties.
11. THIRD PARTY PRODUCTS AND SERVICES LiveArena or third parties may make available third-party products or services. Any acquisition by Publisher of such third-party products or services, and any exchange of data between Publisher and any third-party products or services provider, is solely between Publisher and the applicable third-party products or services provider. If Publisher installs or enables third-party products or services for use with the Services, Publisher acknowledges that LiveArena may allow providers of those thirdparty products or services to access Publisher Data as required for the interoperation and support of such third-party products or services with the Services. Separate terms shall apply between Publisher and the third-party products or services providers regarding the use of such third-party products or services.
12. DISCLAIMER OF WARRANTIES LIVEARENA MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE SERVICE AND THE LIVEARENA CONTENT WILL BE FREE OF ERRORS. LIVEARENA DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (B) THE SERVICE WILL MEET PUBLISHERS REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; OR (D) ERRORS OR DEFECTS WILL BE CORRECTED. THE SERVICE AND ALL CONTENT IS PROVIDED TO PUBLISHER STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY LIVEARENA. IN NO EVENT SHALL LIVEARENA HAVE ANY LIABILITY TO PUBLISHER OR ANY USER FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT PUBLISHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIVEARENA DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
14. MISCELLANEOUS The Publisher may not assign the Account or any of the Publishers rights and obligations in accordance with these Term and Conditions to a third party, without the prior written consent of LiveArena®. If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. LiveArenas failure to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision unless acknowledged and agreed to by LiveArena in writing.