Welcome to Easy Live! Easy Live offers an innovative cloud video editing tool that makes live streaming easy. With Easy Live, you can:
The services outlined herein are provided by Easy Live, Inc. a California corporation, and its parent, subsidiaries, and affiliate entities (collectively, “Easy Live”).
“Agreement” refers to these Terms, and any other written agreement between Easy Live and you, which may include without limitation the following:
In the event of a conflict between these Terms, and the terms of the other documents comprising the Agreement, these Terms shall control unless otherwise expressly set forth in the applicable document comprising the Agreement.
“Event(s)” refers to sporting events or other kinds of events which are produced by third parties for which the Solution may be utilized, subject to the terms of the applicable Offer(s).
“Force Majeure Event” means any event or occurrence which prevents a party from performing its obligations under this Agreement, or delays the performance of such obligations due to causes beyond that party’s reasonable control, including without limitation acts of God, war, riot, terrorism, embargoes, union disputes and strikes, acts of civil or military authorities, fire, floods, earthquakes or fuel crises, provided that such party gives prompt written notice thereof to the other party and uses its diligent efforts to resume performance.
“Offer(s)” refers to one or more offers to download, purchase, license, use and/or exploit the Solution, subject to these Terms, as such may be marketed by Easy Live on the Websites from time to time.
“Platform” refers to the Easy Live video platform to which the Customer can connect to control the distribution of live images captured during Events accessed via www.easylive.fr or www.goeasylive.com.
“Services” refers, collectively, to the proprietary software and hardware which has been developed, owned and/or licensed by Easy Live to create layout and distribute video content through the Platform, Easy Live’s services (including professional services) which use and/or incorporate same, and any documentation (including user manuals and the like) which are provided by Easy Live hereunder.
The Services may only be used by, and these Terms will only apply to, Customers that have formally accepted an Offer marketed by Easy Live to utilize Easy Live Services in accordance with the terms thereof. If you have not accepted an Offer pursuant to the procedure outlined below, these Terms do not apply to you, and you are not authorized to use the Services.
Subject to the terms and conditions of this Agreement, at the time that you become a Customer pursuant to these Terms, Easy Live shall grant you a revocable, non-transferrable, non-exclusive license to use the Services during the Term of the Agreement. The license is granted for the implementation and use of the Services by Customer only, except as otherwise authorized in the Agreement.
License Restrictions. Except as otherwise permitted by this Agreement, Customer shall not, and shall not directly or indirectly allow its employees, consultants, or any other third party to:
Easy Live shall use good faith efforts to deliver the Services in accordance with the service levels set forth in the Agreement.
Updates to the Services: Easy Live reserves the right, in its sole discretion, to manage, update, change, modify, suspend, discontinue or upgrade part of or all of the Services at any time, to ensure optimum performance for all Customers, or for any other purpose. Easy Live reserves the right to request a revision to pricing or payment terms as a condition of Customer’s receipt of upgrades or new versions of the Services.
Easy Live shall, to the extent possible, inform the Customer within a reasonable time frame about the nature and the duration of any modification or upgrade, update, or other change made to the Services hereunder.
Use of Third Parties to Provide Services: Easy Live may utilize subcontractors or other third parties to provide the Services without first obtaining Customer’s consent provided that such subcontractors shall be bound to contractual terms no less protective of Customer’s rights that those provided in these Terms. For clarification, SAS Easy Live (a company registered in France), a parent of Easy Live, Inc. is expected to provide some or all of the Services.
Customer Account: The Customer is responsible for managing and safeguarding its account credentials (username and associated password information). The account credentials assigned to the Customer are strictly personal. Customer agrees not to disclose them and not to let anyone else use them. If Customer is an organization or entity, a list of individuals who represent the organization/entity who are authorized access to the account credentials must be compiled and delivered to Easy LIve. Any use of a personal account using Customer’s account credentials is deemed to be done by the Customer.
In the event of loss, theft or any unauthorized use of Customer’s account credentials, the Customer must notify Easy Live immediately in writing, by email or through its client interface by providing proof of identity. Once notification has been received, Easy Live will assign the Customer new account credentials. Pending the assignment of new account credentials, the Customer bears sole liability for the consequences of any use of its account. Easy Live shall not be liable for any illicit or fraudulent use of the Customer’s account.
Content Restrictions: To the extent Customer adds, references, incorporates, or otherwise uses any third party content (collectively, “Third Party Content”), including without limitation any image, video or recording of an Event and/or any individual, in or in connection with its use of the Services, Customer shall be solely responsible for, and shall indemnify and defend Easy Live in connection with, obtaining any necessary rights or permissions which are required for the use of such Third Party Content. Further, Customer shall be solely responsible for, and shall indemnify and defend Easy Live in connection with, any violation of any terms, conditions or agreements regarding the use of any Third Party Content in connection with the Services.
Further, for the avoidance of doubt, the Customer has the ability to incorporate advertising directly in videos, in the form of advertising banners or videos in the live or deferred content. The Customer is at liberty to sell the advertising space for which it has sole responsibility; provided that such advertising shall be deemed to be Third Party Content for the purposes of these Terms.
Compliance with Instructions: Customer agrees to comply with all Easy Live instructions relating to the use of the Services. Further, Customer represents and warrants that the Customer shall at all times have an internet connection which satisfies the minimum requirements provided by Easy Live. The Customer acknowledges and expressly accepts that the good quality, capacity and fluidity of its internet connection are required for Easy Live to deliver the Services, and Easy Live shall not be liable for any failure or inability to deliver the Services if such is a result of insufficient internet connection.
Acceptable Use: Customer warrants, represents and agrees that the Services shall not be used in a manner, by Customer or any third party authorized by Customer, which:
Change Requests: Any request to terminate or modify an Agreement and/or any of the Customer’s information (change in payment method, change in the Customer’s address, its bank details, etc.) must be in writing, and must include the Customer’s corporate name (if applicable), full names of contacts and authorized individuals, and usernames. Easy Live will not process any incomplete requests. Easy Live shall not be bound to any change request or modification of th
Technical Support: Easy Live may provide technical support and assistance in accordance with the terms of the Agreement. Any issue or problem that the Customer may encounter with the Services must first be reported by email to Easy Live using the address provided. It is the sole responsibility of the Customer to take all action necessary to protect itself from any viruses going around on the internet, in particular by installing antivirus software and/or firewalls.
Easy Live owns, and shall at all times retain ownership of, the intellectual property rights in and to the Services, the Platform, the Websites, all trademarks and copyrighted or copyrightable material furnished by Easy Live therein or thereon, and all upgrades, modifications, prior, current or future releases of the Services (collectively, “Easy Live IP”).
The Agreement does not transfer any intellectual property rights or any other rights to the Easy Live IP, or any software, source code, methods, development tools, documents, files, databases, data, general and/or specific programs thereof, which are the property of Easy Live or for which Easy Live has obtained a license and to which the Customer is given access under the Agreement.
Easy Live warrants to the Customer that the Easy Live IP does not infringe upon the rights of any third party.
Pricing: The Agreement will set forth the pricing and payment terms for the Services. Easy Live reserves the right to modify its pricing terms at any time, with notice to and prior acceptance of the Customer as a condition of the effectiveness of any such changes.
Billing: Customer agrees to pay Easy Live for the Services on a per event basis, or as otherwise designated in the Agreement. Customer accepts and acknowledges that it shall be responsible for making payments on a timely basis, and for payment of all applicable taxes; provided, however, that Easy Live reserves the right to collect and pay taxes to the relevant authorities when it, in its sole discretion, believes that applicable law requires it to do so.
Invoices shall be payable as soon as they are placed online on the Customer’s interface management on the Platform and/or as soon as the Customer receives them by email and/or mail.
Except as otherwise set forth in the Agreement, payments are to be made by electronic fund transfer to the address of Easy Live’s corporate headquarters.
Late Payments: In the event of a late payment of all or part of any amounts due and payable, late payment penalties will be applied automatically to the outstanding amounts due on the day after the payment date. Such penalties are calculated by applying an interest rate of two percent (2%) per month, or the maximum rate permitted under applicable law, whichever is less.
In addition, Easy Live reserves the right to suspend access to the Services of any Customer that is late making payment until full payment of all outstanding amounts is made. No discount are given for payments made in full.
The Customer agrees to maintain its contact information so that such is current and up-to-date, including without limitation its bank details, if they change. As a result, the Customer agrees to notify Easy Live in writing of any change in its contact information and to notify any new bank of the electronic fund transfers to Easy Live to pay for the Services. Easy Live may not be held liable for any disruption in the supply of the Services if the Customer fails to notify it of any change pursuant to the foregoing prior to the occurrence thereof. Each of the Parties will take personal responsibility for paying all taxes, duties or social charges for which it is liable pursuant to any applicable laws and regulations.
Term and Termination: Unless otherwise provided in the Agreement, the term of the Agreement shall be one (1) year from the date of the Agreement, and the term shall automatically renew for additional, consecutive one (1) year renewal terms, unless and until terminated in accordance with these Terms, or the terms of the Agreement. Customer shall receive the right to use the Services upon receipt of payment for a period as set forth in the Agreement, which right shall be automatically renewable for the initial period.
Except as otherwise set forth in the Agreement, either Party may terminate the Services by providing written notice to the other Party at least ninety (90) days prior to the end of the then-current term or any renewal term period, as the case may be.
Each of the Parties will have the option to terminate this Agreement, without being required to indemnify the other Party and without prejudice to any other actions against it, if the other Party commits a material breach or repeated breaches of its obligations under this Agreement and if it remains uncured for fifteen (15) calendar days after the defaulting Party receives a letter from the aggrieved Party notifying it of the breach by registered letter.
The termination will take effect after a after the expiration of such cure period.
Effect of Termination: In the event that the Agreement ends, for any reason whatsoever and at any time, including in case of termination for breach, the Customer agrees to pay all outstanding amounts owed to Easy Live. The license granted to Customer hereunder shall automatically terminate, and Customer shall not use or access the Services thereafter.
Notwithstanding the foregoing, any and all obligations which arose prior to the effective date of termination, including without limitation payment obligations, as well as any obligations of the Parties which would reasonably be deemed to survive termination (including without limitation indemnification obligations), shall remain in effect following termination or expiration of this Agreement.
For the avoidance of doubt, Easy Live may continue to make reference to its business relationship with the Customer for promotional purposes.
Return and Refunds: Easy Live will not make any refunds, at any time for any reason.
Customer Warranties: The Customer warrants that it is authorized to enter into the Agreement with Easy Live and that it has all the rights necessary to use Easy Live, to capture and broadcast events on the internet, live or deferred or on video-on-demand, unrestricted and unreserved, under its sole responsibility. The Customer warrants that it has all of the rights required relative to the Events (image, music, rebroadcast rights, among others) for the performance of the Agreement and Easy Live may not be held liable, and shall be fully indemnified, with respect to same. In this regard, the Customer warrants that the capture and broadcast of the Events and the incorporation of messages, in particular advertising, on the images of the Events does not violate the rights of any third parties, and in particular of any person (i) who has any part of responsibility in the organization of the Events, (ii) who has participated directly or indirectly in an Event, (iii) has rights to assert in respect of the Event, (iv) owns a distinguishing feature or an intellectual property right.
The Customer FURTHER warrants that it will comply with all applicable laws at all times. without limiting the foregoing, the customer warrants that the events shall comply with all applicable laws and regulations and that their broadcast in connection with the Offer and the Agreement does not violate such laws, INCLUDING WITHOUT LIMITATION RELEVANT GAMBLING LAWS.
Customer Indemnification: Consequently, the Customer shall indemnify, defend and hold harmless Easy Live, and its directors, officers, employees, contractors, affiliates, subsidiaries, parents, successors, licensees, assigns and successors against any and all claims, demands, suits and actions, and all costs, expenses, damages and liabilities (including attorney fees), which are based on or result from any breach by Customer, or any party acting by, through or on behalf of Customer, of any warranty, representation or agreement made hereunder, and/or any violation of any applicable law, rule or regulation.
Services Provided “As Is”: THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES, EXCEPT THOSE REQUIRED BY RELEVANT LAWS. COMPANY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE SERVICES. COMPANY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, NON-INFRINGEMENT, DESIGN, AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE.
Limitation on Liability: EXCEPT AS OTHERWISE PROVIDED BY THE AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS OR BENEFITS, LOSS OR DESTRUCTION OF DATA, OR THE COST OF PROCURING REPLACEMENT SOFTWARE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING IN ANY WAY OUT OF THIS AGREEMENT OR ANY AGREEMENT, UNDERTAKING, OR PERFORMANCE THAT MAY BE PROMISED, PERFORMED, OR EXECUTED TO IMPLEMENT THIS AGREEMENT.
Direct Damages : EXCEPT FOR DAMAGES FOR AMOUNTS PAYABLE UNDER THE AGREEMENT FOR BODILY INJURY (INCLUDING DEATH), OR FOR ANY VIOLATION OF A THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EASY LIVE’S LIABILITY TO CUSTOMER HEREUNDER, AND/OR TO ANY THIRD PARTY, EXCEED THE LESSER OF (I) TWO HUNDRED THOUSAND DOLLARS ($200,000), OR (II) THE AGGREGATE AMOUNTS PAID OR PAYABLE BY THE PARTIES IN CONNECTION WITH THIS AGREEMENT DURING THE PRECEDING TWELVE (12) MONTH PERIOD PRIOR TO THE APPLICABLE CAUSE OF ACTION. THIS ALLOCATION OF RISKS IS REFLECTED IN THE PAYMENTS AGREED TO BY THE PARTIES AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THIS SECTION SHALL APPLY EVEN IF THE REMEDIES IN THIS AGREEMENT HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations hereunder as a result of any Force Majeure event; provided, however, that a Force Majeure event shall not relieve Customer’s obligations to pay amounts which accrued prior to such Force Majeure event. Each Party shall notify the other in the event of any Force Majeure which affects its ability to perform its obligations hereunder. If a Force Majeure event lasts for more than three (3) months, the Agreement may be terminated unilaterally by either one of the Parties by written notice to the other.
During the term of the Agreement, and for a period of five (5) years thereafter, the Parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a Party who have a need to know in connection with this Agreement or to use such Confidential Information for any purposes whatsoever other than the performance of this Agreement. The Parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential.
Confidential Information shall mean any information that (i) has been marked “confidential” or with words of similar meaning, at the time of disclosure by such Party; (ii) if disclosed orally or not marked “confidential” or with words of similar meaning, was subsequently summarized in writing by the disclosing Party and marked “confidential” or with words of similar meaning; and, (iii) should reasonably be recognized as confidential information of the disclosing Party. Confidential Information includes, without limitation, information, ideas and materials of or about Easy Live and/or its affiliates, employees or customers that are not generally known to the public, including, without limitation, information, ideas or materials relating to methods or technology, trademarks, trade secrets, patent, copyrights, or any other proprietary or intellectual property rights, products, processes, employees, finances, technology, methods, algorithms, software, code, contacts, clients, customers, strategy and other business or technical matters. Confidential Information does not include any information or documentation that was: (A) already in the possession of the recipient without an obligation of confidentiality; (B) developed independently by the recipient, as demonstrated by the recipient, without violating the disclosing Party’s proprietary rights; (C) obtained from a source other than the disclosing Party without an obligation of confidentiality; or, (D) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure by, through, or on behalf of, the recipient).
Each Party acknowledges that breach of its obligation of confidentiality may give rise to irreparable injury to the other Party, which damage may be inadequately compensable in the form of monetary damages. Accordingly, a Party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available, to include, in the case of Customer, at the sole election of Customer, the immediate termination, without liability to Customer, of this Agreement corresponding to the breach or threatened breach.
Upon termination of this Agreement, in whole or in part, each Party shall, within five (5) business days from the date of termination, return to the other Party any and all Confidential Information received from the other Party, or created or received by a Party on behalf of the other Party, which are in such Party’s possession, custody, or control.
Governing Law – Consent to Jurisdiction: The validity, performance, construction and interpretation of this Agreement shall be governed by the laws of the State of California, without regard to its conflict of law provisions. Any dispute arising under, in connection with, or incident to this Agreement or concerning its interpretation will be resolved exclusively state and federal courts located in San Francisco County, California. Each Party hereto waives any objection as to said venue and submits to the personal jurisdiction of said court but only for purposes of resolving any dispute under this Agreement.
Attorneys’ Fees and Costs: In any legal action hereunder, the prevailing party shall be entitled to reimbursement for attorneys’ fees and court costs.
Notices: Notices hereunder shall be in writing and sent to the Parties at their respective addresses, as set forth above, via email (if written confirmation may be obtained), facsimile (if written confirmation may be obtained), personal delivery, overnight courier or certified mail. The date and time of confirmation (for facsimile or email), certification or delivery (if notice is by personal delivery or overnight courier) shall be the date and time of such notice, unless such date and time do not fall between 9:00 a.m. and 5:00 p.m. (recipient’s time zone) on a business day, in which case the date and time shall be deemed to be 9:00 a.m. on the next business day.
No Legal Advice: Nothing in this Agreement, nor anything pertaining, in whole or in part, to the Services, shall be construed for any purpose as legal or tax advice. Each Party hereto has been provided the opportunity to seek legal counsel with respect to this Agreement and the use of the Services.
Headings: The section headings provided herein are for convenience only and have no substantive effect on the construction of this Agreement.
Amendments: No document that purports to modify or supplement the Agreement shall add to or vary the terms of the Agreement, unless otherwise agreed to in a writing signed by an authorized representative of each Party.
Severability: If one or more provisions of this Agreement are held to be invalid void, or otherwise unenforceable under applicable law by any court or administrative body of competent jurisdiction, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms to the fullest extent permitted by applicable law.
Survival: All provisions which would reasonably be deemed to survive termination shall be deemed to survive termination of this Agreement for any reason.
Waiver: The failure by a Party to exercise or enforce any right hereunder shall not operate as a waiver of such Party's right to exercise or enforce such right or any other right in the future.
Entire Agreement: This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereto and supersedes all prior representations, negotiations, promises, understandings or agreements, whether oral or written, between the Parties with respect to the subject matter hereof. This Agreement shall be deemed to have been drafted jointly by the Parties, notwithstanding that one Party or the other may have performed the actual drafting hereof.
Relationship of the Parties: The Parties to this Agreement are independent contractors. There is no relationship of agency, partnership, joint venture, employment or franchise between the Parties. Neither Party nor its employees has the authority to bind or commit the other Party in any way or to incur any obligation on its behalf. This Agreement is for the benefit of the Parties hereto, and is not intended to confer upon any other person or entity any rights or remedies hereunder.
Assignment: Customer shall not assign this Agreement or delegate any of its rights or obligations hereunder, in whole or in part, without Easy Live’s prior written consent. Any attempt to assign this Agreement or delegate any of its rights or obligations under this Agreement without such consent will be null and void. Notwithstanding the foregoing, either Party may assign this Agreement without the consent of the other Party if a majority of its outstanding voting capital stock is sold to a third party, or if it sells all or substantially all of its assets or if there is otherwise a change of control; provided, however, that in the event of such assignment by Customer, then Easy Live will have the right to terminate this Agreement immediately upon written notice. Further, the Parties acknowledge and agree that Easy Live may delegate and/or assign some or all of its obligations hereunder to its parents, subsidiaries and affiliate entities, without limitation.
Publicity: Easy Live shall have the right to make non-derogatory reference to Customer on its website and in other publicity materials as a customer of Easy Live, and shall have the right to use Customer’s name, trademarks, logos, and the like (“Marks”) for and in connection with same; provided, however, that Easy Live shall comply with Customer’s written requests with respect to any changes made by Customer to such Marks, and Customer shall promptly notify Easy Live in the event of any third party claim which would impact Easy Live’s use of such Marks as set forth herein, or any other events or occurrences which are reasonably likely to affect same.
Counterparts; Electronic Signatures. The Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. The Agreement may be executed by facsimile, PDF or other electronic means, which will not affect its validity.