Streaming Service Agreement

STREAMING SERVICE AGREEMENT

Parties

Effective Date:

Recitals

WHEREAS, Provider operates a digital media streaming platform and has the technical capacity to deliver audiovisual content, user authentication, and related services; and

WHEREAS, Client desires to engage Provider to deliver streaming services for Client content and to provide platform access to end users under the terms set forth in this Agreement; and

WHEREAS, Provider and Client wish to define their respective rights and obligations with respect to content delivery, payment, confidentiality, and service levels.

Scope of Work

Provider shall provide streaming services as described below. Provider will be responsible for encoding, content delivery network (CDN) distribution, access control, analytics reporting, and routine platform maintenance necessary to stream Client content to end users in accordance with the service levels set forth in this Agreement.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the services rendered. All fees are due in US dollars unless otherwise agreed in writing.

All invoices are payable within the period set in the Payment Schedule. Unpaid amounts after the due date shall accrue interest at the rate specified above and Provider may suspend services after ten (10) days' written notice of nonpayment.

Term and Termination

This Agreement commences on the Effective Date and continues for the initial term set forth below unless earlier terminated in accordance with this Agreement.

Initial Term Start:    Initial Term End:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice. Provider may terminate immediately for Client's repeated nonpayment or for actions that materially harm Provider's platform or customers.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, or financial information marked or identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each receiving party shall: (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not use Confidential Information except to perform obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, contractors, or advisors with a need to know who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Intellectual Property and License

Client retains all right, title, and interest in and to Client content. Client grants Provider a non-exclusive, worldwide, royalty-bearing license to host, reproduce, encode, cache, deliver, and display Client content solely to provide streaming services under this Agreement. Provider retains all rights in its platform, software, and technology.

Warranties; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. PROVIDER WARRANTS THAT IT SHALL PERFORM SERVICES IN A PROFESSIONAL MANNER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state indicated below, without regard to its conflicts of law principles.

Entire Agreement

This Agreement, including any exhibits or schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral. Any amendment or modification must be in writing and executed by authorized representatives of both parties.

Miscellaneous Provisions

Notices shall be in writing and delivered to the addresses set forth above. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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