Creator Terms of Service

Draft — pending final review and effective date

Please read these Creator Terms of Service (the “Terms”) and our Privacy Policy (/privacy.html) (“Privacy Policy”) carefully because they govern your use of the video content creation and streaming services accessible via the mobile application (“App”) offered by LiveWired LLC (“LiveWired”). To make these Terms easier to read, our services and App are collectively called the “Services.”

IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND LIVEWIRED THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 17 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.

Agreement to Terms. By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.

Privacy Policy. Please review our Privacy Policy, which also governs your use of the Services, for information on how we collect, use and share your information.

Changes to these Terms or the Services. We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms to the App and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

Who May Use the Services?

You may use the Services only if you are at least 13 years of age (or such other minimum age at which you can provide consent to data processing under the laws of your territory), and not otherwise barred from using the Services under applicable law. If you are over 13 years of age but under the age of majority in your respective jurisdiction, you hereby represent and warrant that your parent or legal guardian has read these Terms, and accepts them on your behalf. Parents and legal guardians are responsible for the acts of their minor children when using the Services, whether or not the parent or guardian has authorized such acts.

For certain features of the Services you’ll need to create an account (“Account”). You can do this via the Services or through your account with certain third-party services such as Facebook, Apple, Google or Twitter (each, an “SNS Account”). If you choose the SNS Account option we’ll create your Account by extracting from your SNS Account certain personal information such as your name and email address and other personal information that your privacy settings on the SNS Account permit us to access. Further information about how LiveWired collects this information can be found in our Privacy Policy.

It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. Unless expressly permitted in writing by LiveWired, you may not sell, rent, lease, transfer, share, or provide access to your Account to anyone else. You’re responsible for all activities that occur under your Account, including, without limitation, the posting of Creator Content (as defined below), and any communications or other contact you have with other users of the Services, whether or not you know about them. We may take actions we deem reasonably necessary to prevent fraud and abuse, including placing restrictions on user accounts or on the amount of content that can be accessed from the Services at any one time.

Your Content.

Creator Platform. Our Services are designed to help you act as a content creator by streaming and distributing audiovisual works. You can do this by using the Services when you attend concerts, musical performances, theater performances, sporting events, games, speeches, rallies, public shows and other live performances identified by the App (“Events”), to capture video footage or other content at the Events and share it with other users of the Services. Anything (other than Feedback) that you post, share, stream, upload or otherwise make available through the Services (including video, audio, music, text (in posts or communications with others), graphics, and images) is referred to as “Creator Content”. LiveWired does not claim any ownership rights in any Creator Content and nothing in these Terms will be deemed to restrict any rights that you may have to your Creator Content.

Permissions to Your Creator Content. By making any Creator Content available through the Services you hereby grant to LiveWired to the maximum extent and for the maximum duration permitted by applicable law (including in perpetuity if permitted under applicable law), an unrestricted, irrevocable, non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense (through multiple tiers), to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your Creator Content (including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any form, format, media, or media channels now known or later developed or discovered.

Name & Likeness; Permissions. Further, you grant to LiveWired, to the maximum extent and for the maximum duration permitted by applicable law (including in perpetuity if permitted under applicable law), an unrestricted, irrevocable, non-exclusive, transferable, worldwide, royalty-free license, permission and consent, with the right to sublicense (through multiple tiers), to use your name, image, likeness, voice, identity, and Account information provided in connection with such Creator Content, for any purpose (including commercial purposes) related to the Creator Content. To the extent your Creator Content contain the name, image, likeness, voice, identity, or other rights of publicity of any third parties (including without limitation any musicians, dancers, athletes, talent or other performers or attendees at any applicable Event), you represent and warrant that you have obtained the appropriate consents, permissions and/or licenses for your use of such features and use by LiveWired and its sub-licensees in connection with the Creator Content.

Your Responsibility for Creator Content. LIVEWIRED IS NOT RESPONSIBLE FOR YOUR CREATOR CONTENT AND DOES NOT OBTAIN ANY RIGHTS, CLEARANCES, LICENSES OR PERMISSIONS FROM ARTISTS OR PERFORMERS, OR ANY PERFORMING RIGHTS ORGANIZATIONS, ON YOUR BEHALF OR OTHERWISE IN CONNECTION WITH THE CREATOR CONTENT. You are solely responsible for all your Creator Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your Creator Content under these Terms, including all necessary music clearances, publicity waivers, name & likeness rights, and permissions to film at the applicable Event venues. If you have permission to share a sound recording, but not to the underlying musical works embodied in such sound recordings, then you must not share such sound recordings on the Services until you have all permissions and clearances. In addition, by granting us a royalty-free license to your Creator Content, you acknowledge you are granting us the right to use your Creator Content without the obligation to pay royalties to any third party, including, but not limited to, a sound recording copyright owner (e.g., a record label), a musical work copyright owner (e.g., a music publisher), a performing rights organization (e.g., ASCAP, BMI, SESAC, etc.) (a “PRO”), a sound recording PRO (e.g., SoundExchange), any unions or guilds, and engineers, producers or other royalty participants involved in the musical performance. You represent and warrant that neither your Creator Content, nor your use and provision of your Creator Content to be made available through the Services, nor any use of your Creator Content by LiveWired on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Quality of Creator Content. Any Creator Content that you create, capture, share or otherwise make available on the Service must be high quality. Some devices (e.g. older model phones) may not be capable of producing content of sufficient quality. Video must be high definition, and not obstructed, interrupted, shaky or bouncy, or otherwise obscured. Audio must be clear and not garbled or muffled. While you may simultaneously live stream or broadcast your content on other channels or platforms, you must ensure that the quality of your Creator Content that you make available on the Services is of at least the same quality as the same content is on the other channels or platforms. You may not direct users to engage with third party services or platforms, or otherwise link to or incorporate third party services or platforms, in the Creator Content, as this may effect content quality. LiveWired reserves the right to remove your Creator Content, feature other creators, terminate your streaming session, or otherwise remove you as a creator if it determines, in its sole discretion, your Creator Content is of insufficient quality. YOU WILL NOT BE ELIGIBLE TO RECEIVE ANY PAYMENTS FOR ANY CREATOR CONTENT THAT IS NOT DEEMED TO BE OF SUFFICIENT QUALITY.

Removal of Creator Content. You can remove your Creator Content by specifically deleting it. You should know that in certain instances, some of your Creator Content (such as posts or comments you make) may not be completely removed and copies of your Creator Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your Creator Content.

Disclaimer. LiveWired does not guarantee that any unauthorized copying, use, or distribution of Creator Content by users or third parties will not take place. LiveWired not be liable for any such exploitation of Creator Content, and you hereby release and forever waive any claims you may have against LiveWired for all such copying, distribution or other usage of the Creator Content.

Downloads. You may not download, copy, make derivative works of, publicly display, perform, transmit or otherwise use, other than for your personal non-commercial purposes, any content (other than your own Creator Content). The Services permits you to download your own Creator Content.

LiveWired’s Intellectual Property. We may make available through the Services certain software, technology and content (other than Creator Content) that is subject to intellectual property rights. We retain all rights to that software, technology and content.

Revenue for Creator Content. As a content creator on the Services, you may be eligible to receive payments based on LiveWired’s revenue collected from your Creator Content. Details on payments based on views of your Creator Content by users on the Services can be found in our Content Creator Revenue Policy, and on the App.

Payments made to you from LiveWired or facilitated by the Services may be processed by a third-party payment processor (“Payment Processor”). Your use of these Payment Processors may be subject to the separate policies, terms of use, and fees of these Payment Processors.  You may be required to create an account with such Payment Processor, and by doing so, you agree to comply with the Payment Processor’s applicable terms of service.  You may need to provide additional information to verify your identity, business and tax information and your bank information when you register with the Payment Processor.

You are solely responsible for all costs incurred by you in using the Services and determining, collecting, reporting and paying all applicable Taxes. As used herein, “Taxes” means the taxes, duties, levies, tariffs, and other governmental charges that you may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes.

We reserve the right to report any activity occurring using the Services to relevant tax authorities as required under applicable law. You are solely responsible for maintaining all relevant Tax records and complying with any reporting requirements you may have as related to our Services. You are further solely responsible for independently maintaining the accuracy of any record submitted to any tax authority including any information derived from the Services.

General Prohibitions and LiveWired’s Enforcement Rights. You agree not to do any of the following:

Post, upload, publish, submit or transmit any Creator Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;

Use, display, mirror or frame the Services or any individual element within the Services, LiveWired’s name, any LiveWired trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without LiveWired’s express written consent;

Access, tamper with, or use non-public areas of the Services, LiveWired’s computer systems, or the technical delivery systems of LiveWired’s providers;

Attempt to probe, scan or test the vulnerability of any LiveWired system or network or breach any security or authentication measures;

Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by LiveWired or any of LiveWired’s providers or any other third party (including another user) to protect the Services;

Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by LiveWired or other generally available third-party web browsers;

Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

Use any meta tags or other hidden text or metadata utilizing a LiveWired trademark, logo URL or product name without LiveWired’s express written consent;

Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;

Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;

Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;

Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;

Impersonate or misrepresent your affiliation with any person or entity;

Violate any applicable law or regulation; or

Encourage or enable any other individual to do any of the foregoing.

LiveWired is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to cut, crop, edit or refuse to publish, your Creator Content at our or their sole discretion. We have the right to remove, disallow, block or delete any Creator Content you make available on our Services, and to remove or disable access to any content, including Creator Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

Events. While at Events and using the Services to record and/or share Creator Content, you will comply with LiveWired’s Code of Conduct for Events. You agree to conduct yourself in a considerate, respectful and appropriate manner, with respect for the Event, venue and staff, and comply with all applicable laws, rules, regulations, venue guidelines, and staff requirements (for example, recording or streaming from designated areas, or entering a venue with permitted equipment and devices only). If you are asked by Event personnel or venue staff to stop recording or streaming, you must comply; if you do not, we reserve the right to remove your Creator Content and rescind payments to you. LIVEWIRED IS NOT RESPONSIBLE FOR OCCURENCES OR INCIDENTS AT ANY EVENTS OR THE ACTS OR OMISSIONS OF ANY EVENT PERSONNEL, VENUE STAFF OR EVENT ATTENDEES.

DMCA/Copyright Policy. LiveWired respects copyright law and expects its users to do the same. Creator Content (or any other content) posted without obtaining proper consents, permissions and clearances, or otherwise in violation of a third party’s intellectual property rights, is not permitted. It is LiveWired’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see LiveWired’s Copyright and IP Policy for further information.

Links to Third Party Websites or Resources. The Services (including the App) may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.

Rights and Terms for Apps.

App License. If you comply with these Terms, LiveWired grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.

Additional Information: Apple App Store. This Section 11(b) applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.

Termination. We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your Account, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending us an email at legal@livewired.tv. Upon any termination, discontinuation or cancellation of the Services or your Account, the following Sections will survive: 2, 5(b), 5(c), 5(d), 5(f), 5(g), 5(h), 6, 7, 9, 11, 13, 14, 15, 16, 17 and 18.

Warranty Disclaimers. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.

Indemnity. You will indemnify and hold LiveWired and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your Creator Content, or (c) your violation of these Terms.

Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER LIVEWIRED NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LIVEWIRED OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL LIVEWIRED’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS PAYABLE TO YOU BY LIVEWIRED FOR YOUR CREATOR CONTENT OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT RECEIVED ANY PAYMENTS, AS APPLICABLE.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LIVEWIRED AND YOU.

Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 17 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and LiveWired are not required to arbitrate will be the state and federal courts located in Los Angeles, California and you and LiveWired each waive any objection to jurisdiction and venue in such courts.

Dispute Resolution.

Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and LiveWired agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and LiveWired are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

Exceptions. As limited exceptions to Section 17(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

Injunctive and Declaratory Relief. Except as provided in Section 17(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

Class Action Waiver. YOU AND LiveWired AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

Severability. With the exception of any of the provisions in Section 17(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

General Terms.

Reservation of Rights. LiveWired and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between LiveWired and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between LiveWired and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without LiveWired’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. LiveWired may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices. Any notices or other communications provided by LiveWired under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

Waiver of Rights. LiveWired’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of LiveWired. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Contact Information. If you have any questions about these Terms or the Services, please contact LiveWired at legal@livewired.tv.