LIVE MEDIA LABS, INC.
PARTNER TERMS OF SERVICE

Last Updated: June 16th, 2015

THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF LIVE MEDIA LABS, INC. (“LIVE MEDIA LABS”) CONCERTPASS SERVICE (THE “SERVICE”). BY CLICKING “LOGIN” YOU AGREE TO THESE TERMS OF SERVICE (THESE “TERMS”). IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THEN YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY.

1. SCOPE OF AGREEMENT. These Terms govern Live Media Labs’ provision of the Service to you. The Service includes a platform that allows you to provide rewards and incentives, including concert tickets and merchandise, (“Rewards”) to music fans. To use the Service, you must create an account (an “Account”) by providing your name, email address, company information, mobile and work phone numbers, fax number (if applicable) and social media accounts.

2. PROPRIETARY RIGHTS

(a) License to Services and Data. Subject to the terms and conditions of these Terms and in consideration for the promotional opportunities afforded by your use of the Service, Live Media Labs grants you a non-exclusive, non-transferable, non-sublicensable, limited license to access and use the Service (including the aggregated and anonymized data displayed to you on the Service (the “Data”)).

(b) Restrictions on Use of Service. The Service is licensed for internal use only. In connection with your use of the Service, you will comply with all applicable laws, rules and regulations. You will not, and will not permit any third party to: (i) copy, modify, translate, or create derivative works of the Service; (ii) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Service; (iii) lend, lease, offer for sale, sell or otherwise use the Service for the benefit of third parties; or (iv) attempt to circumvent any license, timing or use restrictions that are built into the Service.

(c) Live Media Labs Ownership of Service and Data. Except for the limited rights granted in Section 2(a) above, Live Media Labs retains all right, title and interest, including all intellectual property rights, in and to the Service. You acknowledge that the Service includes Live Media Labs’ valuable trade secrets and improper use or disclosure would cause Live Media Labs irreparable harm. Accordingly, you agree to use the Service solely as authorized in these Terms. You further acknowledge that the license granted pursuant to these Terms is not a sale and does not transfer to you title or ownership of the Service or a copy of the Service, but only a right of limited use. For the avoidance of doubt, Live Media Labs retains all rights in and to the Data. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO LIVE MEDIA LABS.

(d) Licensee Data and Content. Subject to the terms and conditions of these Terms, you grant Live Media Labs a limited, non-transferable (except pursuant to Section 16(a) below) license to use the information, photos and data entered into the Service by you and/or your personnel, or by any third parties acting on behalf of you or at your request (“Content”) for the purpose of providing the Service. You represent and warrant that: (i) you own the Content posted by you on or through the Service or otherwise have the right to grant the license set forth in this Section 2(d); (ii) the posting and use of Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person; and (iii) the posting of Content on the Service does not result in a breach of contract between you and any third party. Live Media Labs may calculate aggregate statistics about its customers’ Content and use those statistics (but not the underlying Content) for purposes of sales, marketing, business development, product enhancement, or customer service. You agree not to submit Content that: (i) is or could be interpreted to be infringing, defamatory, libelous, inaccurate, unlawful, harmful, threatening, abusive, harassing, vulgar, offensive, obscene, pornographic, objectionable, hateful, or promotes discrimination, bigotry, racism, or hatred (collectively, “Objectionable Content”), as determined by Live Media Labs in its sole discretion; or (ii) introduce viruses, time-bombs, worms, cancel bots, Trojan Horses, and/or other harmful or malicious code.

3. USE OF THE SERVICE. You will (a) be responsible for your (and as applicable, your personnel’s) compliance with these Terms, (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and notify Live Media Labs immediately of any such unauthorized access and/or use of which you become aware, and (c) use the Service only in accordance with these Terms and all applicable laws and government regulations. You will not (i) make the Service available to any third party, (ii) sell, resell, rent or lease the Service, (iii) interfere with or disrupt the integrity or performance of the Service or any third-party data contained on the Service, including, as applicable, the third-party data of your employees, or (iv) attempt to gain unauthorized access to the Service or their related systems or networks.

4. YOUR ACCOUNT. You are solely responsible for maintaining the confidentiality and security of your username and password, and you will remain responsible for all use of your username and password, and all activity emanating from your Account, whether or not such activity was authorized by you. If your username or password are lost or stolen, or if you believe that unauthorized third parties have accessed your Account, then you should notify Live Media Labs immediately via e-mail to security@concertpass.net, and should change your password at the earliest possible opportunity. We will not be liable for any loss or damage arising from unauthorized use of your credentials prior to you notifying us of such unauthorized use or loss of your credentials. You understand that, by submitting a Reward, you authorize Live Media Labs to make your name publicly available through the Service.

5. REWARDS. The Service allows you to create promotions to reward and incentivize music fans (“Rewards”). When you log into the Service, you may create a Reward by inputting the data and Content required on the Service, including the start and end time for each Reward (the “Reward Details”). Each Reward must comply with all applicable laws. You are solely responsible for all Reward Details and the fulfillment of all Rewards you submit to the Service.

(a) Prohibited Rewards. In creating a Reward, you may not include, whether as part of a description or prize any items or materials related to the following: (i) anything that is obscene or indecent or that contains strong sexual, explicit or erotic themes; (ii) pedophilia or other nonconsensual contact; (iii) prostitution services; (iv) advocating, glorifying, or promoting rape, torture, cannibalism, suffering, or death; (v) individuals seeking to adopt children or who offer children for adoption; (vi) descrambling cable or satellite signals in order to get free services; (vii) promoting software or techniques that bypass copyright protections; (viii) nudity, nude beaches, or naked cruises or resorts; (ix) products or sites that appear to facilitate or promote the evasion of laws (e.g., radar detectors, etc.); (x) products made from endangered species; (xi) products or sites that offer fake identification or falsified documentation; (xii) promotion of the sale of firearms or ammunition by mail order or at gun shows; (xiii) products or sites that have online gambling as a central theme; (xiv) promotion of services, contests, or games that predict winners of races or sporting events; (xv) trivialization of historic events such as the Holocaust, the Irish Famine, or September 11th; (xvi) hunting trips that guarantee animals will be available for kill; (xvii) multilevel marketing schemes; (xviii) organ transplant services; (xix) products or sites that guarantee credit repair or credit cards; (xx) products or sites of questionable legality (e.g., miracle cures, etc.); (xxi) escort services or “strip” clubs; (xxii) hate speech; (xxiii) excessive violence; (xxiv) defamatory, libelous, or threatening sites; (xxv) extreme profanity; (xxvi) depiction, promotion or design to facilitate alcohol abuse, illegal drug use, or use of tobacco products; or (xxvii) is designed to circumvent data protection or privacy laws.

(b) Winners. The Service will automatically generate a winner for each Reward; you will have no control over who wins the Reward. Live Media Labs will provide you with the identify of each winner and the winner’s contact information. You agree to use the winner’s contact information solely for the purposes of fulfilling the Reward.

Reward Terms. You covenant to (i) abide by the terms and conditions for each Reward and (ii) comply with any and all laws, rules, and regulations associated with offering Rewards

6. THIRD PARTY WEBSITES. The Service may include links to third party websites and applications. You are responsible for evaluating whether you want to access or use them. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risk and we disclaim all liability arising from your use of them.

7. FEEDBACK. From time to time, you may provide us (either on your own accord or at our request) feedback, analysis, suggestions and comments (including, but not limited to, bug reports and test results, and design suggestions or ideas) related to the Service (collectively, “Feedback”). As between you and us, all right, title and interest in and to any such Feedback will be owned by us. You agrees that Live Media Labs has the perpetual, irrevocable and worldwide right to use, modify, license, sublicense and otherwise exploit all or part of the Feedback or any derivative thereof in any manner or media now known or hereafter devised without any remuneration, compensation or credit to you.

8. TERM AND TERMINATION

(a) Term of Subscriptions. These Terms are in effect until terminated. Either party may terminate these Terms for convenience. You may terminate these Terms by closing your account. We may terminate these terms upon 5 days’ notice to you.

(b) Effect of Termination. Upon expiration or termination of these Terms for any reason, the rights, licenses and access to the Service granted to you under these Terms will immediately terminate.

(c) Survival. All terms and provisions of this Agreement, including any exhibits, which by their nature are intended to survive any termination or expiration of these Terms, will so survive.

9. WARRANTY DISCLAIMER. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LIVE MEDIA LABS HEREBY DISCLAIMS, ON BEHALF OF ITSELF AND ITS SUPPLIERS AND LICENSORS, ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. LIVE MEDIA LABS DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICE, THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED OR PROVIDED BY THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR NOT INTERFERE WITH YOUR USE OR ENJOYMENT OF ANY OTHER PRODUCTS, GOODS OR SERVICES, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LIVE MEDIA LABS OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY NOT EXPRESSLY PROVIDED FOR IN THE TERMS.

10. LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL LIVE MEDIA LABS OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF LIVE MEDIA LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL LIVE MEDIA LABS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED $100. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11. THIRD PARTY DISPUTES. ANY DISPUTE YOU HAVE WITH ANY SERVICE PROVIDER, THIRD PARTY SERVICE OR OTHER THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY WINNER OR OTHER USER OF CONCERTPASS(TM), IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE LIVE MEDIA LABS (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

12. INDEMNIFICATION. Each party (“Indemnifying Party”) will indemnify, defend and hold the other party (“Indemnified Party”) harmless from any claim, action, suit or proceeding made or brought against the Indemnified Party arising out of or related to the Indemnified Party’s breach of any term of these Terms. Live Media Labs will use reasonable efforts to notify you of any such claim, action or proceeding for which it seeks an indemnification from you upon becoming aware of it, but if Live Media Labs is unable to communicate with you in a timely manner because of an inactive e-mail address for you, then your indemnification obligation will continue notwithstanding Live Media Labs’ inability to contact you in a timely manner. You agree that Live Media Labs will, at your expense, have sole control over any defense against any claim for which you are obligated to indemnify Live Media Labs pursuant to this Section; provided, however, that you shall at all times have the option to participate in any matter or litigation, including, but not limited to, participation through counsel of your own selection, if desired, at your own expense.

13. CLAIMS OF COPYRIGHT OR OTHER INTELLECTUAL PROPERTY INFRINGEMENT.

(a) Respect of Third Party Rights. Live Media Labs respects the intellectual property of others and takes the protection of intellectual property very seriously, and we ask our users to do the same. Infringing activity will not be tolerated on or through the Service.

(b) Repeat Infringer Policy. Live Media Labs’ intellectual property policy is to (i) remove or disable access to material that Live Media Labs believes in good faith, upon notice from an intellectual property owner or their agent, is infringing the intellectual property of a third party by being made available through the Service, and (ii) remove any Content uploaded to the Service by “repeat infringers.” Live Media Labs considers a “repeat infringer” to be any user that has submitted Content or Feedback to or through the Service and for whom Live Media Labs has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512 with respect to such Content or Feedback. Live Media Labs has discretion, however, to terminate the account of any user after receipt of a single notification of claimed infringement or upon Live Media Labs’ own determination.

(c) Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a “Notification of Claimed Infringement” containing the following information to the Designated Agent identified below. Your Notification of Claimed Infringement may be shared by Live Media Labs with the user alleged to have infringed a right you own or control and the general public, and you hereby consent to Live Media Labs making such disclosure. Your communication must include substantially the following:

(a.i) A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;

(a.ii) Identification of works or materials being infringed, or, if multiple works are covered by a single notification, then a representative list of such works;

(a.iii) Identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Live Media Labs to locate the material;

(a.iv) Information reasonably sufficient to permit Live Media Labs to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;

(a.v) A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(a.vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You should consult with your own lawyer and/or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

(d) Designated Agent Contact Information. Live Media Labs’ designated agent for receipt of Notifications of Claimed Infringement (the “Designated Agent”) can be contacted at [Email] and [Address].

(e) Counter Notification. If you receive a notification from Live Media Labs that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Live Media Labs with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Live Media Labs Designated Agent through one of the methods identified in Section 13(d) and include substantially the following information:

(a.vii) A physical or electronic signature of the subscriber;

(a.viii) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

(a.ix) A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

(a.x) The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which Live Media Labs may be found, and that the subscriber will accept service of process from the person who provided notification under Section 13(c) above or an agent of such person

A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

(f) Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to Live Media Labs in response to a Notification of Claimed Infringement, then Live Media Labs will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Live Media Labs will replace the removed Content or Feedback or cease disabling access to it in 10 business days, and Live Media Labs will replace the removed Content or Feedback and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Live Media Labs’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on Live Media Labs’s system or network.

(g) False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides that:

[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [Live Media Labs] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.

17 U.S.C. § 512(f).

Live Media Labs reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.

For the avoidance of doubt, only notices submitted under the Digital Millennium Copyright Act or the procedures set forth in this Section 13 should be sent to the Designated Agent at admin@concertpass.net or to the postal address of facsimile number identified above. Any other comments, compliments, complaints or suggestions about Live Media Labs, the Service or any other matter should be sent to admin@concertpass.net.

14. DISPUTE RESOLUTION.

(a) Mandatory Arbitration. Please read this carefully. It affects your rights. YOU AND LIVE MEDIA LABS AND EACH OF OUR RESPECTIVE SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, AND PERMITTED ASSIGNS AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Please visit www.adr.org for more information about arbitration.

(a.xi) Commencing Arbitration. A party who intends to seek arbitration must first send to the other, by certified mail, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address provided by you to Live Media Labs, to you via any other method available to Live Media Labs, including via e-mail. The Notice to Live Media Labs should be addressed to 330 E. 38th St. Suite 12C, NY, NY 10016 Attn: Chief Operating Officer (the “Arbitration Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (the “Demand”). If you and Live Media Labs do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Live Media Labs may commence an arbitration proceeding as set forth below or file a claim in small claims court. THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) WILL ADMINISTER THE ARBITRATION IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (THE “Rules”), AS MODIFIED BY THESE TERMS. The Rules and AAA forms are available at www.adr.org. If you are required to pay a filing fee to commence an arbitration against Live Media Labs, then Live Media Labs will promptly reimburse you for your confirmed payment of the filing fee upon Live Media Labs’ receipt of Notice at the Arbitration Notice Address that you have commenced arbitration along with a receipt evidencing payment of the filing fee, unless your Demand is equal to or greater than $1,000 or was filed in bad faith, in which case you are solely responsible for the payment of the filing fee.

(a.xii) Arbitration Proceeding. The arbitration will be conducted in English. A single independent and impartial arbitrator will be appointed pursuant to the Rules, as modified herein. You and Live Media Labs agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties: (A) the arbitration will be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (B) the arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (C) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

(a.xiii) No Class Actions. YOU AND LIVE MEDIA LABS AGREE THAT YOU AND LIVE MEDIA LABS 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, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION WILL BE NULL AND VOID.

(a.xiv) Decision of the Arbitrator. Barring extraordinary circumstances, the arbitrator will issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings will be closed to the public and confidential and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator will be in writing and will include a statement setting forth the reasons for the disposition of any claim. The arbitrator will apply New York state law in conducting the arbitration. You acknowledge that these terms and your use of the App evidences a transaction involving interstate commerce. The United States Federal Arbitration Act will govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in these Terms.

(b) Equitable Relief. The foregoing provisions of this Dispute Resolution section do not apply to any claim in which Live Media Labs seeks equitable relief of any kind. You acknowledge that, in the event of a breach of this EULA by Live Media Labs or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against Live Media Labs, and your only remedy will be for monetary damages, subject to the limitations of liability set forth in these Terms.

(c) Claims. You and Live Media Labs agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to these Terms or the Service, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

(d) Improperly Filed Claims. All claims you bring against Live Media Labs must be resolved in accordance with this Dispute Resolution section. All claims filed or brought contrary to this Dispute Resolution section will be considered improperly filed. Should you file a claim contrary to this Dispute Resolution section, Live Media Labs may recover attorneys’ fees and costs up to $5,000, provided that Live Media Labs has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

(e) Modifications. In the event that Live Media Labs makes any future change to the Mandatory Arbitration provision (other than a change to Live Media Labs’s Arbitration Notice Address), you may reject any such change by sending us written notice within 30 days of the change to Live Media Labs’s Arbitration Notice Address, in which case your account with Live Media Labs and your license to use the Service will terminate immediately, and this Dispute Resolution provision, as in effect immediately prior to the amendments you reject, will survive the termination of these Terms.

(f) Enforceability. If only Section 14(a)(iii) or the entirety of this Section 14 is found to be unenforceable, then the entirety of this Section 14 will be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 15 will govern any action arising out of or related to these Terms.

15. GOVERNING LAW. New York state law, excluding its conflicts of law rules, governs these Terms and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws. To the extent that any action relating to any dispute hereunder is permitted to be brought in a court of law, such action will be subject to the exclusive jurisdiction of the state and federal courts located in New York County, New York, and you hereby irrevocably submit to personal jurisdiction in such courts, and waive any defense of inconvenient forum.

16. MISCELLANEOUS

(a) Assignment. Neither party may assign this Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law or otherwise, without the prior written consent of the other party; provided, however, that Live Media Labs may assign these Terms to a parent, affiliate, subsidiary, or successor to its business, if any. Subject to the foregoing, these Terms will inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. Any attempted assignment in violation of this Section 16(a) will be null and void.

(b) Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law the remaining provisions of these Terms will remain in full force and effect.

(c) Modification and Waiver. No waiver or modification of these Terms will be valid unless made in writing and signed by both parties. The waiver of a breach of any term hereof will in no way be construed as a waiver of any other term or breach hereof.

(d) Entire Agreement. These Terms embody the entire understanding of the parties and supersedes any previous or contemporaneous communications, whether oral or written; and may be amended only by a writing signed by both parties.