4.6 SR 11-18-2024 - Laserfiche WebLink

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VENUE AGREEMENT 3 | P a g e to terminate this Agreement prior to the expiration of the Term. Notwithstanding anything else in this Section 3.1, the exclusivity addressed herein shall not apply to any Junior Hockey Event or any non-hockey related event 3.2 If the Venue Owner hosts a Junior Hockey Event, a USA Hockey Nationals event, collegiate event, or Non- Hockey Related Event on any Ice Rink Sheet, Venue Owner may offer any third party owning the rights to such Junior Hockey Event the ability to stream the Content over a third party’s streaming platform from the Automated Online Broadcast Service in exchange for a fee (the “Rental Agreement”). Venue Owner shall negotiate the Rental Agreement with the third party, subject to LiveBarn’s final approval, not to be unreasonably denied. 3.32 The Venue Owner hereby declares and acknowledges that the foregoing exclusivity, including the term thereof, is reasonable in the circumstances, and that LiveBarn is relying upon such exclusivity in connection with the provision of the Automated Online Broadcast Service and that LiveBarn would not have entered into this Agreement without such exclusivity. 3.43 Venue Owner acknowledges and agrees that, in the event of a breach or threatened breach by it of the provisions of Section 3.1 above, LiveBarn will have no adequate remedy in money or damages and, accordingly, shall be entitled to an injunction in a court of competent jurisdiction against such breach. However, no specification in this Agreement of any specific legal or equitable remedy shall be construed as a waiver or prohibition against any other legal or equitable remedies in the event of a breach of any of the provisions of this Agreement. 4 SUPPLY OF AUTOMATED ONLINE BROADCAST SERVICE 4.1 LiveBarn will use reasonable skill and care to make the Automated Online Broadcast Service available throughout the Term. Notwithstanding the foregoing, LiveBarn shall have no responsibility, liability, or obligation whatsoever to Venue Owner, or any other third party, for any interruptions of the Automated Online Broadcast Service. 4.2 LiveBarn may, without any liability to Venue Owner, suspend the supply of all or part of the Automated Online Broadcast Service upon giving Venue Owner notice. This would occur if the LiveBarn equipment is repeatedly damaged or LiveBarn is unable to obtain a sufficient internet signal to the venue. 4.3 The Venue Owner agrees to notify LiveBarn by email to venuesupport@livebarn.com as soon as it becomes aware of any interruption or malfunction with the Automated Online Broadcast Service. Venue Owner will not be responsible for damage or malfunction of any equipment and LiveBarn will repair or replace at its cost any malfunctioning components which is required. Any required service visit by LiveBarn will be scheduled with the written approval (including email) of Venue Owner. LiveBarn will specifically explain the repair, replacement or service work to Venue Owner representative onsite and this work will only proceed with the consent of Venue Owner which consent will be deemed upon LiveBarn undertaking its work. 4.4 From time to time there will be on site adjustments requiring assistance from a technically proficient person at the Venue Owner’s venue(s) (each, a “Venue”). Venue Owner will be responsible to supply such person when necessary. 5 NOTICE TO PUBLIC 5.1 The Venue Owner agrees to post a notice at the entrance to its Venue and inside each Ice Rink Sheet, advising the public that the Venue is monitored by video cameras for security, safety and commercial purposes, and participants waive any claim relating to the capture or public transmission of his/her participation while at the venue. LiveBarn will supply and post these notices during its initial installation and reserves the right to modify the language contained therein from time to time, in its sole discretion, to satisfy its legal obligations. 5.2 In all agreements with parties for usage of the Venue, Venue Owner will include provisions both disclosing the existence of LiveBarn broadcasting at the Venue and requiring such parties to notify all their users of the Venue of the same. 6 MARKETING 6.1 Venue Owner agrees to promote LiveBarn through all available avenues discussed in this section, understanding that it is in Venue Owner’s best interest financially to market LiveBarn to its customers and patrons. LiveBarn will also provide, at its expense, a minimum of one (1) 2.5 x 6’ color printed standing banner, branded with the Promo Code described in Section 1.5, to be displayed within Venue Owner’s lobby in a prominent location. Venue Owner understands that failure to comply and make reasonable promotion and marketing efforts will result in lower revenue share payments to Venue Owner. 6.2 Venue Owner will provide a marketing contact person(s) who will be responsible for interacting with LiveBarn and becoming knowledgeable about the various LiveBarn marketing and promotion initiatives. Upon installation of LiveBarn, Venue Owner will make said contact available for a thirty (30) minute video web session, serving as an orientation into all of the best practices for introducing and promoting LiveBarn. This person will subsequently be responsible for implementing promotion and marketing initiatives to Venue’s customers and patrons. 6.3 Venue Owner will place a LiveBarn banner or link on its website with a backlink and embedded demo video where possible. Venue Owner will do the same with any organizations, associations, clubs and affiliates that it owns that use its facility. Page 21 of 204