TVU MEDIAMESH^TM AGREEMENT

THIS TVU MEDIAMESH AGREEMENT (“Agreement”) is between

TVU Networks Corporation  a Delaware corporation with its place of business at 20370 Town Center Lane, Suite 100, Cupertino,  CA 95014, USA (“TVU”); and the business, professional, or nonprofit entity that completes the online registration process and accepts this Agreement by clicking “I Agree” (“Partner”).”

BACKGROUND

1. TVU is a global technology company whose patented and proprietary technology provides media business partners with a number of different IP-based software solutions to create, produce and broadcast live and recorded video using the powerful TVU media platform, TVU MediaMesh^TM MediaMesh.

• TVU has created TVU MediaMesh, a service consisting of cloud-based containerized “Microservices” for partners to integrate with their own media applications in order to reduce latency in a live environment, facilitate remote cloud production, enable AI-based content creation, and otherwise improve the quality of users’ broadcast output.

• TVU is willing to provide these Microservices to Partner via proprietary Application Programming Interfaces (“APIs”) that enables the integration of various functionalities of TVU MediaMesh with partners’ own applications (“Apps”).  Some APIs may include an associated Software Development Kit (“SDK”).  

• Partner wishes to use one or more of the above-described Microservices.   TVU is willing to make the API(s) and any relevant SDK(s) for those Microservices available to Partner on the terms and conditions of this Agreement.   

TERMS AND CONDITIONS

1. Terminology.  The term ”Partner” refers to the business, professional or nonprofit entity named above.  The term “TVU” refers to TVU Networks Corporation and its subsidiary and affiliate companies.    The term “party” refers to either Partner or TVU (depending on the context), and the term “parties” refers to both TVU and Partner together.
2. Electronic Agreement.  This is an electronic agreement.  BY CLICKING THE “I AGREE” BUTTON, AND BY DOWNLOADING THE API(s) AND ANY RELATED SDK(s), PARTNER WARRANTS AND REPRESENTS THAT AN AUTHORIZED REPRESENTATIVE HAS READ, UNDERSTOOD AND AGREED WITH THE TERMS AND CONDITIONS SET FORTH HEREIN.   ONCE ACCEPTED, THIS DOCUMENT, TOGETHER WITH TVU’S TERMS OF SERVICE AND PRIVACY POLICY BECOMES A VALID AND BINDING AGREEMENT BETWEEN TVU AND PARTNER, WHICH THE PARTIES AGREE IS EQUIVALENT TO A SIGNED HARD-COPY PRINTED AGREEMENT.  Partner may decline the terms and conditions, and if such is the case, the API(s) and SDK(s) will not be made available, and any downloads will be blocked. 
3. Defined Terms.  Definitions for all capitalized terms used in this Agreement are listed in Exhibit A at the end of this document.
4. Creation of TVU Account.  To access and download the API(s) and any relevant SDK(s), Partner will need to create a TVU account or, if applicable, use an existing TVU account.  For a new account, Partner will need to provide a valid business email address, create a password, and authenticate the identity of its authorized representative(s) through a security mechanism such as a verification code.   Partner may be asked to provide additional information.  The information provided must be accurate and complete and updated promptly if it changes. 
5. Charges.   Applicable charges for the use of integrated TVU MediaMesh API(s) and relevant SDK(s) will be executed through a separate business agreement.   Some features or uses may be available at no charge;  however, all such free use is subject to the terms and conditions of this Agreement at all times.

• Grant of License; License Rights and Restrictions.  TVU hereby grants to Partner a limited nonexclusive, non-sublicensable, non-assignable, non-transferable, and revocable right to use the API(s) and SDK(s) on the terms and conditions of this Agreement.    For the avoidance of doubt, Partner is acquiring a license to use, but not ownership of, the API(s) and the SDK(s) (collectively, “Tools”).  TVU owns and will continue to own all right, title and interest in and to these Tools as set forth in 9 8.  Partner’s right to use the Tools is subject to the following conditions and restrictions:
  • Integration with Partner Media App(s).  Partner may use the Tools solely to integrate TVU Microservices’ functionality with one or more Apps that Partner uses, so that Partner’s Apps deliver via the API(s) to and/or from TVU MediaMesh (“Permitted Use”).  
  • Security Precautions.  Partner agrees to employ industry-standard physical and system security precautions to prevent any unauthorized third party from accessing the Tools. TVU will not be liable to Partner for any loss or damage Partner may incur due to unauthorized access to or use of these Tools. 
  • Sublicensing to Third Parties.  Partner is granted the right to sublicense one or more of the Tools to end users to which or to whom Partner licenses, rents, leases, distributes, or otherwise makes available its App(s), subject to the following conditions:
    • The Tools may be sublicensed only as an adjunct component of Partner’s Apps and not separately or on a stand-alone basis.
    • Partner must require its end users to agree to sublicense agreement that (a) is consistent with the terms and conditions of this Agreement (including specifying the TVU intellectual property protections set forth in section 9), and (b)  does not grant the end user any rights that TVU does not grant to Partner.
    • Partner must make its Apps available to end users in compliance with all applicable requirements of the Apple AppStore, Google Play, and any other distribution channels Partner may use.    
    • Partner will be responsible for monitoring the use of its App(s) that is/are licensed, rented, leased, distributed or otherwise made available to end users, and for promptly enforcing the provisions of Partner’s end user sublicense agreement.  Partner agrees to notify TVU of any breach or violation of its end user sublicense agreement that impacts the Tools, and TVU reserves the right to take any action directly against such end user in order to protect TVU’s rights.
    • If Partner licenses its Apps to individual consumers, Partner agrees to do so in compliance with all applicable consumer protection laws and regulations, including but not limited to laws and regulations governing privacy and data protection.
  • Restriction on Use of the Tools.    In using and sublicensing the Tools, Partner may not:
    • use the Tools for any purpose or in any context other than the Permitted Use as set forth in section 6.1;
    • reverse-compile, disassemble, or reverse-engineer any part of the Tools unless expressly permitted in writing by TVU or if permitted under applicable law;
    • make copies of the Tools (except one copy for back-up purposes), or modify or attempt to modify or create any derivative works thereof;
    • remove, alter, or obscure any TVU proprietary rights notices (trademarks, service marks, tradenames, or copyright), confidentiality notices, or other notices TVU has placed in or on the Tools;
    • use the Tools to develop or create any App(s), software, product or service that does or may violate any trademark, copyright, patent, trade secret, or other Intellectual Property Rights of any third party;
    • use the Tools to develop, create, or have created on Partner’s behalf, any Apps or any other product or service that does not stream to and/or from TVU MediaMesh;
    • use the Tools in connection with any App, product, service or activity that would or might damage or have an adverse effect on TVU MediaMesh or that interferes with, disrupts, damages, or accesses in an unauthorized manner the systems or networks of any third party;
    • use the Tools to develop other API(s) or SDK(s);
    • introduce any viruses, worms, “Trojan Horses,” bots, or other types of malicious software (collectively, “Malware”) in Partner’s App(s);
    • provide copies of or access to the Tools to any individual or entity other than Partner’s own employee(s) or authorized independent contractor(s), which is solely for the purpose of enabling Partner’s Permitted Use of these Tools pursuant to section 6.1; or
    • export the Tools, or any component of them, or any technical information related thereto (a) to any country, entity or individual to which export is restricted under the US export laws and regulations; or (b) for end uses that are prohibited under said laws and regulations; or (c) use the Tools in any manner contrary to any other applicable laws or regulations.

• Responsibility for Content.  Partner acknowledges and agrees that it is solely responsible for any and all data, images, audio and other content of live or recorded videos streamed from its App(s) (“Content”) via TVU MediaMesh. 
  • TVU Not Liable.  TVU has no liability to Partner or to any third party for any Content or for the consequences of Partner’s failure to comply with the requirements of this section 7, including any loss or damage which Partner may incur as a result.
  • Prohibited Content.  Partner agrees not to use the Tools in connection with its App(s) to broadcast or publish any Content that
    • is materially false, misleading, or deceptive; 
    • infringes any intellectual property rights of a third party;
    • is or may be considered to be pornographic or obscene;
    • facilitates sex trafficking or sexual abuse of minors; 
    • is or may be defamatory, slanderous or libelous; 
    • discriminates against or harasses any individual or group;
    • violates the privacy rights or the publicity rights of any individual or group;
    • advocates or enables the use of illegal drugs;
    • encourages the commission of any crime;
    • consists of “hate speech” that incites or is likely to incite violence or terrorism; or
    • violates any law, regulation or applicable professional or industry code of conduct. 
  • TVU’s Enforcement Rights.  While TVU does not censor or routinely monitor Content transmitted to and/or from TVU MediaMesh from Partner’s App(s) via the API(s), TVU may immediately terminate Partner’s rights to use the Tools if TVU becomes aware through notification from a government agency, or any other third party that Partner’s Content violates any of the conditions set forth in section 7.2.  In the event of such termination, the provisions of section 13 will apply.
  • Indemnification for Violation.  As set forth in section 11, Partner will be required to indemnify TVU against any third-party claims resulting from Partner’s breach of this section 7.

• Modification and Discontinuation of the Tools.
  • Modification.  TVU has the right to modify, enhance or update the Tools.  Partner acknowledges that any such modification, enhancement or update may affect the functioning of Partner’s App(s) or be incompatible with Partner’s App(s) that were developed with an earlier version of the Tools.  Partner may be required to enter into an updated MediaMesh agreement in order to obtain the rights to use the modified version.  TVU may charge new license fees in connection with future versions of the Tools.
  • Discontinuance.  TVU may discontinue making the Tools available to Partner, or to all users, at any time, in its sole discretion, and will attempt to provide at least six months prior notice of such discontinuance.  Discontinuation will not affect Partner’s continued right to use the Tools that Partner had previously downloaded, subject to the terms and conditions of this Agreement, but after such discontinuation, Partner’s App(s) may not function properly, or at all. 

• Intellectual Property Rights.  TVU owns all copyright, patent, trademark, and trade secret rights (collectively “Intellectual Property Rights”) in and to the Tools and associated technical documentation.  Partner does not acquire any right, title or interest to any of these items except those rights to use them that are expressly granted by this Agreement.  TVU retains all Intellectual Property Rights that are not expressly granted to Partner in this Agreement.
  • Security Protection.  Partner agrees to implement appropriate security measures to protect the Tools from unauthorized use by third parties.  In the event of any such unauthorized access or use, Partner must promptly notify TVU and cooperate with TVU to mitigate the damage. 
  • Trademarks.  TVU owns all rights to the trademark “TVU” “TVU MediaMesh” and all related trademarks, service marks, design marks, trade names, business names, and logos containing the letters “TVU” (collectively, “TVUTrademarks”).   Partner may not use or display any TVU Trademark except:
    • the proprietary rights notices and other notices incorporated in the Tools, which may not be removed or altered;
    • in describing or marketing Partner’s  App(s), Partner may use the TVU Trademarks to notify end users that its App(s) connect(s) to TVU MediaMesh.

If Partner wishes to include any information about or reference to TVU other than those set forth in sections 9.2.1 and 9.2.2, such as a testimonial or a case study, Partner will first seek TVU’s consent.      

Partner agrees not to attempt to register or contest the validity of any TVU Trademark anywhere in the world during or after the termination of this Agreement.

• Ownership of Apps.   Partner will own the all right, title and interest in and to any App(s) it develops using the Tools, including but not limited to the name(s) or trademark(s) Partner may give to its App(s).   TVU does not obtain any Intellectual Property Rights in or to Partner’s App(s) except for references, e.g., within the App(s) or  the App documentation, or in Partner’s marketing or advertising for the App(s), to TVU, the Tools, or TVU MediaMesh.  For the avoidance of doubt, TVU owns and will continue to own all Intellectual Property Rights in and to the Tools which, while they do not form part of Partner’s App(s), are used as an adjunct component to link Partner’s App(s) to TVU MediaMesh.
  • Use of Partner’s Name and Trademark(s) by TVU.  TVU may use Partner’s name, Trademark(s), and other identifying information in TVU’s marketing and promotional materials and on the TVU website solely to identify Partner as a partner.   If TVU wishes to include any information about Partner other than a simple reproduction of Partner’s name, Trademark(s) and other identifying information, such as a testimonial or a case study, TVU will first seek Partner’s consent.      
  • Feedback.  At any time during or after the term of this Agreement, Partner may notify TVU of problems or defects encountered in using the Tools or may submit  unsolicited ideas or suggestions for improvements to those Tools or for new products or services (collectively, “Feedback”).  TVU is not required to implement any such Feedback in its original or any modified form, or to compensate Partner for such Feedback, or to give Partner acknowledgment in announcing or promoting any TVU product or service that may be based on or incorporate such Feedback.   Partner agrees that any Feedback it submits will not include any Partner Confidential Information or Partner Intellectual Property.

1. Representations and Warranties.  The following representations and warranties are made by the parties:
   1. By TVU  
      1. Authority.  TVU warrants that it has all necessary rights and authority to enter into this Agreement, and to grant the rights and to perform the obligations set forth herein.
      1. Free from Malware.  TVU represents and warrants that it uses current industry-standard efforts in an effort to ensure that (a) the Tools are free from Malware; and (b) Partner’s use of the Tools will not result in any Malware being transmitted to Partner’s system or device.
      1. LIMITATION OF WARRANTIES. APART FROM THE FOREGOING, AND EXCEPT FOR ANY LIABILITY THAT CANNOT BY LAW BE EXCLUDED OR LIMITED, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, MADE BY TVU REGARDING THE TOOLS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.   PARTNER ACKNOWLEDGES AND AGREES THAT ITS USE OF THE TOOLS IS AT ITS SOLE RISK AND THAT THE TOOLS ARE PROVIDED ON AN “AS IS” BASIS.  TVU DOES NOT WARRANT THAT THE TOOLS ARE OR WILL REMAIN ERROR-FREE, SECURE, OR FREE FROM MALWARE.  PARTNER’S SOLE REMEDY FOR ANY DISSATISFACTION WITH THE TOOLS IS TO TERMINATE ITS USE OF THEM.  TVU WILL NOT BE LIABLE TO PARTNER OR TO ANY THIRD PARTY CLAIMING THROUGH PARTNER FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, AND THE LIKE), LOSS OF DATA, OR PARTNER’S USE OR INABILITY TO USE THE TOOLS, REGARDLESS OF WHETHER THE CLAIM IS FOR BREACH OF WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, AND WHETHER IN TORT, CONTRACT, BREACH OF STATUTORY DUTY, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF TVU IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.   SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY, AND IN SUCH JURISDICTION, THE PROVISIONS OF THIS SECTION MAY NOT APPLY OR MAY BE SUBJECT TO LIMITATIONS.
   1. By Partner
      1. Authority to Contract.  Partner represents and warrants that it has the full right and authority to enter into this Agreement. 
      1. Compliance with Terms and Conditions.  Partner represents and warrants that its use of the Tools will comply at all times and in all respects with the terms and conditions of this Agreement.  
   1. By Both Parties
      1. Compliance with Law.  Each party warrants and represents that it complies and will continue to comply with all applicable laws and regulations relevant to the performance of this Agreement.

1. Indemnification.  The parties have the following indemnification obligations:
   1. Partner’s Obligations.  Partner agrees to defend, indemnify and hold harmless TVU and its subsidiaries, affiliates, parent companies, officers, directors, employees, agents, successors and assigns against all third-party claims, lawsuits, demands, damages, judgments, costs and expenses, including reasonable attorneys’ fees and costs (collectively “Claims”) arising out of or related to:   
      1. Partner’s breach of any of the terms, restrictions, conditions, and/or warranties contained in this Agreement, including without limitation breach of the provisions of section 7 regarding Content, 
      1. any Claim that the Content generated by Partner’s App(s) infringes a third party’s intellectual property rights, and
      1. any intentional or negligent conduct by Partner or any of Partner’s employees, contractors, or agents that has a negative impact on TVU’s reputation or goodwill. 
   1. TVU’s Obligations.   Provided that the Tools are used in compliance with this Agreement, TVU will defend, indemnify and hold Partner harmless from all damages (including reasonable attorneys’ fees and costs but excluding punitive damages, liabilities and expenses), arising out of any Claim by a third party arising out of a breach of TVU’s representations and warranties set forth in Section 9 above and any Claim that the technology used in TVU MediaMesh infringes a third party’s intellectual property rights.
   1. Indemnification Conditions.  The party seeking indemnification (the “Indemnified Party”) must promptly notify in writing the other party (the “Indemnifying Party”) of the Claim and provide copies of all cease-and-desist letters, litigation pleadings, and other documents setting forth details of the Claim. The Indemnifying Party will have the right to control the handling, defense and settlement of the Claim and any litigation or arbitration relating to the Claim. The Indemnified Party agrees to cooperate in any way reasonably requested by the indemnifying Party.   The Indemnified Party will have the right to participate in the defense, settlement and litigation, at its own expense, using counsel of its choice.  
      1. The Indemnifying Party will not be liable to reimburse any legal fees and other costs incurred by the Indemnified Party prior to the receipt of notice of the Claim from the Indemnified Party. 
      1. The Indemnifying Party’s obligations will not apply if the Claim arises solely due to the Indemnified Party’s breach of this Agreement or any action or inaction by the Indemnified Party without which the Claim would not have arisen. 

1. Limitation of Liability.  IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF TVU AND ITS SUBSIDIARIES, AFFILIATES, PARENT COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS SUCCESSORS,AND ASSIGNS TO PARTNER OR ANY THIRD PARTY CLAIMING THROUGH PARTNER ARISING FROM THIS AGREEMENT, ITS TERMINATION OR EXPIRATION, AND/OR PARTNER’S USE OF THE TOOLS, EXCEED TWO HUNDRED FIFTY US DOLLARS (US$250).

1. Term and Termination.  
   1. Term of the Agreement.  This Agreement will remain in effect until and unless terminated by either party as set forth below.
   1. Termination by Partner.  If Partner wishes to terminate the Agreement, it may do so by ceasing all use of the Tools and all related technical documentation and notifying TVU in writing that it has done so.    On TVU’s request, Partner agrees to submit a written certification confirming that it has erased all copies of the Tools from its systems and to take other additional steps as may be reasonably necessary to confirm such termination.
   1. Termination by TVU.
      1. Termination for Breach; Cure Period.  TVU may terminate this Agreement and Partner’s right to use the Tools if Partner materially breaches any of the terms or conditions of this Agreement or any other agreement with TVU and fails to cure the breach (if curable) within five (5) days of written notice from TVU. 
      1. Immediate Termination. The Agreement may be terminated by TVU immediately without notice or cure period if Partner breaches any term or condition set forth in sections 6.4 (Restrictions on Use of the Tools), 7.2 (Prohibited Content), 14 (Confidentiality), or 9  (Intellectual Property Rights). Under appropriate circumstances, TVU may suspend this Agreement in lieu of termination;  in the event of suspension, Partner’s rights under this Agreement may be reinstated in TVU’s sole discretion, subject to TVU receiving satisfactory assurances of Partner’s future compliance.
   1. Consequences of Termination.   Upon termination, Partner is required to immediately cease using the Tools including removing the API(s) from its App(s), and returning or irrevocably destroying any TVU Confidential Information in Partner’s possession as set forth in section 14.2.  If requested, Partner must confirm to TVU in writing that it has complied with these requirements.
   1. Events of Insolvency.  Either party may terminate this Agreement if the other party ceases to do business as a going concern, fails generally to pay debts when due, makes an assignment for the benefit of creditors, or a bankruptcy or winding-up petition is filed involving that party and such petition is not withdrawn or denied within thirty (30) days.  

1. Confidentiality.  Each party agrees not to disclose, and not to use for any purposes other than implementing this Agreement, any Confidential Information disclosed by the other party.   
   1. Confidential Information Defined.  The term “Confidential Information” means trade secrets, proprietary and non-public information, including customer, partner and supplier data; technology, commercial and financial information; product or specifications;  marketing and business plans; performance reports; and other information which should reasonably be regarded as confidential regardless of whether it is specifically so marked. 
   1. Return of Confidential Information.  Upon termination of this Agreement or upon written request, each party will promptly return to the other party any Confidential Information of the other party that may be in its possession and will permanently erase all electronic copies of such Confidential Information from its systems.
   1. Non-Applicability.  The confidentiality obligations in this Section 14 do not apply to information which was:  (a)  already rightfully known by the receiving party at the time of disclosure;  (b) generally available to the public or otherwise part of the public domain at the time of its disclosure, other than by breach of this Agreement;  (c) lawfully disclosed by a third party not under any obligation of confidentiality; (d)  independently developed by the receiving party without reference to any of the disclosing party’s Confidential Information; or (e) required to be disclosed by law, regulation or order of a judicial or administrative authority, provided however, that the receiving party will give prompt written notice to the disclosing party to enable the disclosing party to seek a protective order or take other appropriate action to protect the Confidential Information. 
   1. Other Confidentiality Agreements.  The provisions of this section 14 do not replace or modify any other confidentiality agreement that may exist between the Parties.  In the event of any conflict between this section 14 and such other confidentiality agreement, the relevant provision(s) that are more protective of Confidential Information will apply.

1. Governing Law; Dispute Resolution 
   1. Governing Law.  This Agreement will be governed by the laws and regulations of the State of California, USA except for its conflict of law provisions.    The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement.
   1. Informal Dispute Resolution.  In the event of any dispute relating to this Agreement, its interpretation or enforcement, the parties will attempt in good faith to resolve it informally between themselves, with prompt escalation as necessary to their respective top managements.  No action or proceeding may be filed to resolve a dispute unless the parties have not been successful in resolving such dispute after good faith attempts within ten (10) calendar days.  
   1. Binding Arbitration.  Any dispute arising from or related to this Agreement that cannot be informally resolved will be settled by binding, confidential arbitration by a single arbitrator.
      1. Arbitration Body.  
         1. North America.  If Partner is located in North America, the arbitration will be conducted by JAMS;  JAMS’ Expedited Procedures in its Comprehensive Arbitration Rules and Procedures will be used; 
         1. Outside North America.  If Partner is located outside North America, the arbitration rules of the International Centre for Dispute Resolution (“ICDR”) will be used.
         1. Virtual Proceedings.  Whether the arbitration will be held according to the rules of JAMS or the ICDR, it will take place remotely pursuant to the virtual arbitration rules and procedures of the applicable body.  The parties may, alternatively, agree in writing to have the arbitration take place in a specified physical location.
      1. Conduct of Arbitration.  The arbitration proceedings will be conducted in English, and all documentation will be presented and filed in English. The decision of the arbitrator will be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The prevailing party will be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset.
      1. Time Limit for Filing Arbitration.  Notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two (2) years of the acts, events or occurrences giving rise to the claim.
      1. Judicial Proceedings.  Either party will have the right to commence and prosecute any legal or equitable action or proceeding against the other party in any court of competent jurisdiction to obtain injunctive or other relief in the event that, in the opinion of such party, such action is necessary or desirable to protect its Intellectual Property Rights. 

1. General
   1. Complete Agreement.  This Agreement, including the provisions of TVU’s Terms of Service and Privacy Policy incorporated by reference herein, is the complete agreement between the Parties relating to the subject matter.  All prior or contemporaneous agreements, drafts, proposals, representations and arrangements, whether written or oral, are superseded by this Agreement. 
   1. Assignment.  This Agreement is personal to Partner and is not assignable by Partner without TVU’s prior written consent. TVU may assign this Agreement or any of its rights or obligations (a) in the event of a sale, merger or other business consolidation of all or substantially all of its equity or assets, or (b) to a parent company, a subsidiary, or a commonly-owned affiliate provided that such assignee agrees to be bound by these terms and conditions.  Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their successors and assigns.
   1. Force Majeure.Neither party will be liable to the other for failure to perform due to any event outside its reasonable control that affects its ability to perform any obligations under this Agreement, including without limitation: act of God, government action, fire, war, flood, earthquake, revolution, terrorism, riot, civil commotion, strike or other industrial action, embargo, supply chain failure, failure of any telecommunications supplier, or shortage of suitable parts, material, or labor (collectively, “Force Majeure Event”).   Provided however, the party whose performance is affected will (a) promptly notify the other in writing and (b) use reasonable efforts to work around the problem or provide substitute performance.  A Force Majeure Event does not excuse or delay any payment obligations.  If the Force Majeure persists for a period of fifteen (15) or more consecutive days, either Party may terminate this Agreement upon written notice.   Any such termination will not affect the rights and obligations of the Parties that accrued prior to the Force Majeure Event.
   1. Survival of Obligations.  All obligations pursuant to sections 6 (Grant of License) and 7 (Responsibility for Content) and all provisions of this Agreement regarding Confidentiality, Intellectual Property Rights, and Indemnification will survive the termination of this Agreement, however caused. 
   1. Relationship between the Parties. Partner and TVU are solely parties to a contract, namely this Agreement.  Nothing herein creates a partnership, joint venture, employer/employee or agent/principal relationship. The term “Partner” is used herein colloquially to refer to a business relationship and not to any legal form of partnership or joint venture.
   1. Waiver and Modification. Any delay in exercising or non-exercise of any right is not a waiver of that right.  No waiver of any of the terms or conditions of this Agreement will be effective unless it is in writing and signed by the waiving party.  Any modification or amendment to this Agreement must be (a) in writing, signed by both parties, or (b) issued electronically by TVU and accepted by Partner.
   1. Severability. Any clause of this Agreement that is held to be invalid or unenforceable by a court of competent jurisdiction will be ineffective in such jurisdiction to the extent of such unenforceability.  All other terms of this Agreement will be construed as if that term was not contained herein.
   1. Headings.Headings are included for convenience but do not represent terms and conditions of this Agreement.
   1. Taxes. Partner is liable for the reporting and payment of any applicable sales taxes, use taxes, value added taxes, withholding taxes, and/or duties imposed by any jurisdiction as a result of the license granted herein.
   1. Exhibits.  Exhibit A (Definitions) is incorporated by reference as an integral part of the Agreement.  In the event of any inconsistency between the definition of a term or phrase in Exhibit A and in the text of the Agreement, the definition set forth in Exhibit A will prevail.
   1. Notices.  All notices required or permitted to be given pursuant to this Agreement will be sent by email and will be effective on the date received.  Notices to TVU must be addressed to legal@tvunetworks.com.  Notices to Partner will be addressed to the  email set out in Partner’s account; Partner is responsible for updating that information.

This Agreement is Electronically Accepted

EXHIBIT A – Definitions

Capitalized Term	Definition
Agreement	This Agreement between TVU Networks Corporation and Partner as the user of TVU’s proprietary API(s) and related SDK(s).
API	The term “API” is an acronym for “Application Programming Interface”.  In the context of this Agreement, “API” refers to TVU’s proprietary API(s) enabling media partners to integrate TVU MediaMesh functionality into their own media software applications.
App	A software application.  In the context of this Agreement, the term “App” refers to a software application developed and owned by Partner.
Claim	Any third party claim, lawsuit, demand, damages, judgment, costs and expenses, (including reasonable attorneys’ fees and costs).
Confidential Information	Trade secrets and other proprietary and non-public information, including: customer, partner and supplier data; technology, commercial and financial information; product or specifications;  marketing and business plans; performance reports; and other information which should reasonably be regarded as confidential regardless of whether it is specifically so marked.
Content	Any data, images, audio and other content of live or recorded videos streamed from Partner’s App(s) via the API(s) to and/or from TVU MediaMesh.
Feedback	Any notification Partner makes to TVU regarding problems or defects encountered in the API(s) or SDK(s), or any unsolicited ideas or suggestions for improvements to those Tools or for new products or services.
Force Majeure Event	Any event outside the reasonable control of a party, which affects its ability to perform any obligations under this Agreement, as set forth in section 16.3.
ICDR	The international division of the American Arbitration Association, providing alternative dispute resolution solutions (mediation and arbitration) in cross-border business disputes.  www.icdr.org.
Indemnified Party	The party seeking indemnification from the other party.
Indemnifying Party	The party that is obligated to indemnify the other party.
Intellectual Property Rights	Rights to intangible (non-physical) property that are or may be conferred by the copyright, patent, trademark, and trade secret rights laws of the United States, or of any of the US States or Territories, or of any other country, territory or jurisdiction anywhere in the world.
JAMS	The world’s largest private organization that provides alternative dispute resolution solutions (mediation and arbitration); www.jamsadr.com.
Malware	Any type of viruses, worms, “Trojan Horses,” bots, or other types of malicious software.
Partner	The business, professional or nonprofit entity that enters into this Agreement with TVU.
Permitted Use	The scope of Partner’s authorized use of the API(s) and related SDK(s) as set forth in section 6.1.
SDK	“SDK” is an acronym for “Software Development Kit”.  In the context of this Agreement, the term refers to TVU’s proprietary tools including sample code and reference architecture enabling developers to integrate TVU MediaMesh functionality into their own Apps.
Tools	The API(s), SDK(s), and all associated technical documentation, collectively.
Trademarks	Trademarks, service marks, design marks, trade names, business names, and logos, whether registered or unregistered anywhere in the world.
TVU	TVU Networks Corporation, including its subsidiaries, affiliates, parent companies, predecessors, and successors in interest.
TVU Trademark	“TVU”;  “TVU MediaMesh”, and any other name, logo, design, symbol or slogan containing the letters “TVU”, whether or not registered.