4.6 SR 11-18-2024 - Laserfiche WebLink

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VENUE AGREEMENT 1 | P a g e DATE: BETWEEN: LIVEBARN INC. (“LiveBarn”) and ______________________ _________ (“Venue Owner”) WHEREAS LiveBarn Inc. and Venue Owner wish to enter into this Agreement pursuant to which LiveBarn will install at Venue Owner’s Ice Rink Sheet described in the attached Schedule “A” (each being an “Ice Rink Sheet”) a fully automated sports broadcasting system for the delivery of live and/or on demand video and audio streaming to internet connected devices such as smartphones, computers or tablets (the “Automated Online Broadcast Service”); WHEREAS the Automated Online Streaming Service offered by LiveBarn can stream Content (as defined below) via LiveBarn’s subscription-based platform (the “LiveBarn Platform”) or its wholly owned MNHockey.Tv platform (the “MNHockey.Tv Platform”). WHEREAS the LiveBarn platform is defined as being the subscription platform that will broadcast all of the Non- High School level activity, or other designated activity that is non-explicitly owned. WHEREAS the MNHockey.Tv platform is defined as being the subscription and pay per-view based platform (the “MNHockey.Tv Platform”) that will broadcast all of the High School or otherwise explicitly owned activity. NOW, THEREFORE, in consideration for the mutual promises set out below, and for other good and valuable consideration acknowledged by the parties, LiveBarn and Venue Owner agree as follows: 1 AUTOMATED ONLINE BROADCAST SERVICE 1.1 LiveBarn shall, at its own expense, install and maintain all hardware, software and internet bandwidth required for the operation and maintenance of the Automated Online Broadcast Service relating to each Ice Rink Sheet. The initial installation will occur within six months from the date of this Agreement (such six-month date being herein referred to as the "Latest Install Date"); it will be scheduled with the written (including via email) approval of Venue Owner, and concurrently with the installation, LiveBarn will specifically explain to Venue Owner representative onsite exactly where any hardware or other components will be installed. Installation will then only proceed with the consent of Venue Owner, which consent will be deemed upon LiveBarn undertaking its installation. The initial installation for each Ice Rink Sheet shall include one (1) computer, one (1) router, one (1) modem, between one (1) and three (3) power converters, and up to two (2) cameras to be placed on the side walls or on the beams or columns extending from the walls. The internet connection and computer shall be located adjacent to the respective Ice Rink Sheet in a secure location with electrical power outlets. The exact selection of camera locations will be made after consideration for optimal broadcast quality and avoidance of any obstruction. Any modification to the installation will only be undertaken with the permission and process with Venue Owner as outlined above. Venue Owner shall assume the cost of electricity for the components installed in connection with this Agreement. 1.2 In addition LiveBarn shall, at its expense and upon Venue Owner’s request, install one TV which will display a combination of LiveBarn highlights and a live feed, as well as additional LiveBarn information. 1.3 Title to all hardware, software, and wiring shall remain in the name of LiveBarn. 1.4 Subject to sections 1.8 and 1.9 below, all content streamed using the Automated Online Streaming Service, including the video and audio relating to all sports and recreational activities occurring on each Playing Surface (collectively, the “Content”) will be made available to subscribers of the LiveBarn Platform or the MNHockey.Tv Platform (as determined by LiveBarn). In addition, per copyright for specific events, the Content may be made available only to users on an alternative platform. In either case, LiveBarn will determine the pricing for the applicable platfrom. From time to time, LiveBarn may provide a free trial at its discretion.All content broadcast using the Automated Online Broadcast Service, including the video and audio relating to all sports and recreational activities occurring on each Ice Rink Sheet (collectively, the “Content”), will be made available to LiveBarn’s subscribers on a monthly subscription basis, subject to Sections 1.7 and 1.8 below. LiveBarn will determine the pricing for its offerings of the Automated Online Broadcast Service. LiveBarn may provide a free trial at its discretion. 1.5 Revenue generated from the Automated Online Broadcast Service will be the property of LiveBarn; however, LiveBarn will supply Venue Owner with a unique code (a “Promo Code”) to enable it to market and solicit new memberships for LiveBarn, for which LiveBarn will pay Venue Owner thirty percent (30%) of the Revenue generated from these memberships over the full lifetime of these memberships, during the Term of this Agreement. Such payment is referred to herein as the “Revenue Share Payment.” “Revenue” means gross revenue collected by LiveBarn during the Term for live and on-demand streaming, excluding credit-card processing fees and any customer refunds actually processed and paid out by LiveBarn. The Promo Code will enable Venue Owner to solicit LiveBarn memberships by providing potential members with the attraction of a ten percent (10%) discount. The Promo Code will track the memberships generated by Venue Owner on a quarterly basis. The Revenue Share Payments to Venue Owner will apply only to Revenue collected from LiveBarn memberships Page 19 of 204