4.6 SR 11-18-2024 - Laserfiche WebLink

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VENUE AGREEMENT 2 | P a g e originated with the Promo Code allocated to Venue Owner. LiveBarn will pay Venue Owner its revenue share within thirty (30) days of the end of each calendar quarter together with a corresponding revenue statement. Venue Owner will provide a staff person to communicate with and receive LiveBarn’s various local marketing initiatives (including social media) as described below. 1.6 LiveBarn will guarantee that the minimum Revenue Share generated and paid by LiveBarn to Venue Owner, will be at minimum of one seven hundred and fifty dollars ($750) per Ice Rink Sheet annually, the “Guaranteed Revenue”. Commencing on October 1st, 2024, LiveBarn will pay Venue Owner the Guaranteed Revenue Advance upon invoice. During the subsequent 12 months, LiveBarn will track the Revenue generated by promo codes as mentioned in section 1.5, and if at any point in any 12 month period beginning on October 1st 2024, the promo code payment exceeds the Guaranteed Revenue, LiveBarn will be responsible for paying the difference between the actual Revenue share earned and the Guaranteed Revenue. Any additional revenue payment that is earned will be paid when the annual guarantee is paid. This will repeat annually throughout the Term of this agreement, beginning on October 1st of each calendar year. The Guaranteed Revenue referenced in this section will only be applicable if MNHockey.TV has the rights and is able to broadcast the majority of the High School hockey games at Venue Owner’s location. For the purpose of clarity, should the majority of High Schools games be broadcast on another streaming service other than MNHockey.TV or LiveBarn.com, Venue Owner will not be entitled to the Guaranteed Revenue referenced in this section but will still be entitled to all the revenue earned under subsection 1.5. 1.76 LiveBarn shall be the exclusive owner of all rights in and to the Content, and shall have the exclusive right to broadcast the Content for all purposes and in any manner it determines in its sole discretion, including by providing its broadcast signal to national broadcasters and digital media distributors. Without limiting the foregoing, the Venue Owner acknowledges that online distributions of the Content from each Ice Rink Sheet will be made available to all subscribers of the LiveBarn Platform or MNHockey.Tv Platform users, subject to sections 1.8 and 1.9 below. to all subscribers of the Automated Online Broadcast Service, subject to Sections 1.7 and 1.8 below. 1.87 LiveBarn will provide Venue Owner with an exclusive online administrative password to enable Venue Owner to “black out” any Junior Hockey Event from being broadcast on any selected Ice Rink Sheet (the “Blackout Restrictions”) upon written request from a third party that owns the rights to any such Junior Hockey Event. “Junior Hockey Event” means any event that is (i) at the junior hockey level, and (ii) in a league that permits 20-year-olds to participate. This will also be applicable for any USA Hockey Nationals event, or collegiate event for which exclusive streaming rights are owned by another entity. This will also be applicable for any Non-Hockey Related Event. Any “Non-Hockey Related Event” means an event that has nothing to do with the ice sports and skating. 1.98 If a third party requests that Venue Owner restrict viewer access to an event that is not an ice hockey game (such as a practice) at a Venue for privacy purposes, LiveBarn will provide Venue Owner with the ability to restrict viewer access to such event to a pre-selected potential audience. 1.109 During the Term (as defined below), LiveBarn will provide Venue Owner with three (3) complimentary LiveBarn accounts for each Ice Rink Sheet. 1.110 LiveBarn will hold Venue Owner harmless for any injuries to LiveBarn employees and agents in connection with their work. 2 TERM AND TERMINATION 2.1 The term of this Agreement commences on the date hereof and continues until the fivesix-year anniversary of the Latest Install Date (the “Term”), and it will automatically renew for successive terms of two (2) years (each two-year period, a “Renewal Period”), unless either party notifies the other in writing of its intent to discontinue this Agreement at least ninety (90) days before the expiration of the then current term. 2.2 Upon termination of this Agreement by expiration of the Term or under Section 2.3 below, LiveBarn shall, at its own cost and expense, remove all hardware, software and wiring from Venue Owner's location. 2.3 Venue Owner shall have the right to terminate this Agreement if LiveBarn materially breaches this Agreement and the material breach is not cured to within forty (40) days after Venue Owner provides written notice which outlines such breach to LiveBarn. 3 EXCLUSIVITY 3.1 In consideration for the investment of time and expense incurred by LiveBarn to fulfill its obligations under this Agreement, the receipt and sufficiency of which is hereby acknowledged, the Venue Owner hereby declares and agrees that during the Term, including all Renewal Periods, and notwithstanding the termination of this Agreement by the Venue Owner, LiveBarn shall have the absolute exclusivity to stream, broadcast, or otherwise distribute Content from each of the Ice Rink Sheets using an unmanned operated camera. For clarity, a device is an “unmanned operated camera” if it either (i) does not require a human operator to capture footage, or (ii) uses software to automatically track the action or follow the play at an event and thereby capture, record, or broadcast footage in any automated fashion. For greater certainty, the said exclusivity shall apply for the entire Term, including any applicable Renewal Period, even if the Venue Owner elects Page 20 of 204