TERMS AND CONDITIONS FOR PROVISION OF PLAYOUT SERVICES ON AWS 
MARKETPLACE 
 
The following terms and conditions for provision of playout services on AWS marketplace (ÒTermsÓ) govern the provision by Company, of the access to the Software and Services, to the Customer. These Terms, and the attachments hereto, if any, executed with respect to the Software and the Services shall be referred to as the ÒAgreementÓ.  
 
1. DEFINITIONS 
 
1.1. ÒAccess CredentialsÓ shall mean password or other authentication credentials that are issued by the Company to the Customer to enable access to the Software and the Services. 
 
1.2. ÒAuthorised UsersÓ means persons authorised by the Customer to access the Software and use the Services which may include the employees, consultants, agents of the Customer acting on CustomerÕs behalf. 
 
1.3. ÒAWS MarketplaceÓ is a digital technology platform, controlled and operated by Amazon Webservices, Inc., that enables access to the Software and the use of Services. 
 
1.4. ÒCloudÓ shall mean a AWS cloud storage account that is operated by the Company to install the Software and provide Services. 
 
1.5. ÒCompanyÓ shall mean Amagi Corporation, a company established under the laws of Delaware, USA, and having its office at 11, Park Pl, New York, NY 10007, USA. 
 
1.6. ÒContentÓ means text, graphics, photographs, audio, video or other content including any information and data. 
 
1.7. ÒCustomerÓ shall mean a person or any entity identified as a customer on the Service Order. 
 
1.8. ÒCustomer ContentÓ means Content that is generated, uploaded on, or transmitted through the Cloud by the Customer or the Authorised Users in relation to the access of Software and use of the Services. 
 
1.9. ÒService(s)Ó shall mean information technology services offered by the Company through AWS Marketplace that incorporates all or portion of the Software, as set out on the Service Order. 
 
1.10. ÒServices Commencement DateÓ shall mean the date the Customer is provided with Access Credentials. 
 
 
 
1.11. ÒSoftwareÓ shall mean the object code version of any software product of the Company to which the Customer is provided access as part of the Service and identified in the AWS Marketplace. 
 
1.12. ÒThird PartyÓ shall mean any other party other than the Company, Customer and their respective affiliates. 
 
2. SERVICES 
 
 
2.1.  
Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance the terms hereof. 
2.2. Company may make changes to this Agreement from time to time. Company will provide at least thirty (30) daysÕ advance notice before the change becomes effective. If the Customer does not agree to the revised Agreement, Customer may terminate this Agreement within thirty (30) days of the notice by providing written notice of termination to the Company. 
 
2.3. Customer will be notified of the maximum number of Authorised Users permitted to access the Software and use of the Services. Access Credentials for the Software access and use of Services will be made available to the Customer soon after subscription to the Services. Customer shall be responsible for maintaining the security of the Access Credentials and all uses of the CustomerÕs account with or without CustomerÕs knowledge or consent. 
 
2.4. Support shall be provided over email 7 days a week during the regular business hours of the Company.  
 
3. CUSTOMER OBLIGATIONS  
 
3.1. Customer shall use the Services only in compliance with the terms of this Agreement and all applicable laws and regulations. Customer hereby agrees to indemnify and  hold harmless Company against any damages, losses, liabilities and expenses (including reasonable attorneyÕs fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from CustomerÕs use of the Services.  
 
3.2. The Customer is responsible for the Customer Content, even if the Customer is not the creator of the material comprised in such Customer Content. Customer hereby represents and warrants that: (a) the Customer has ownership or license rights to all intellectual property contained in the Customer Content; (b) Customer represents that the Customer Content is not defamatory, slanderous, libellous or obscene; and (c) that the use of Customer Content by the Customer or its Authorised Users does not breach any laws, regulations, or rules of any industry self-regulatory organizations. 
 
3.3. The Customer is responsible for obtaining all necessary consents and authorisations from relevant authorities in, and must comply with the applicable laws of, any country where the Customer Content is transmitted and/or received. 
 
3.4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services.   
 
3.5. If the Company in its sole and reasonable discretion determines that the Customer is in breach of the provisions of this Clause, then the Company may suspend any or all of the Services and access to the Software. 
 
4. LICENSES 
 
4.1. Subject to the CustomerÕs payment of the Fees, the Company hereby grants, and the Customer hereby accepts, a limited, revocable, non-exclusive, non-sub licensable, non-transferable license to access the Software and use the Services in accordance with the terms of this Agreement. Licence under this Clause is granted for the Term and for the purposes of CustomerÕs internal business operations. Except as provided herein Customer does not obtain any rights to the Software or the Services including intellectual property rights thereto under this Agreement. Customer acknowledges and agrees that the Company or its licensors retain all rights, titles and interests in Software and the Services and no title to or ownership of intellectual property in the Software or the Services is transferred pursuant to this Agreement. 
 
4.2. Customer shall not, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any Software or the Services; (b) reverse engineer, disassemble, or decompile any Software to derive the source code; (c) access or use the Services in order to avoid incurring fees or exceeding usage limits; and (d) remove, modify or obscure any intellectual property or proprietary rights of Company and its licensors. 
 
4.3. All licenses granted to Customer under this Agreement are conditional on the continued compliance of Customer of this Agreement, and licenses will automatically and immediately terminate if the Customer or Authorized User do not comply with the terms of this Agreement. 
 
4.4. Customer hereby grants, and the Company hereby accepts, a limited, revocable, non-exclusive, non-sublicensable, non-transferable licence to copy, store, display and deliver the Customer Content in connection with the provision of Services and performance of its obligations hereunder. Customer hereby grants to the Company a non-exclusive, worldwide, royalty-free, fully paid up, non-transferable right to use the trademarks of the Customer, during the Term, solely in connection with the performance of Services and in connection with its public relations, marketing and promotional events. 
 
5. REPRESENTATION AND WARRANTIES 
 
Company represents and warrants to the Customer, and the Customer represents and warrants to the Company, that: (a) it has the power and authority and the legal right to enter into the Agreement and to perform its obligations under the Agreement; (b) it has taken all necessary action on its part to authorize the execution and delivery of the Agreement; and (c) the execution and delivery of the Agreement and the performance of its obligations hereunder do not conflict with or violate applicable laws or regulations, and do not conflict with or constitute a default under its constitutive documents. 
 
6. FEES 
 
6.1. Charges for the Services and access to the Software (ÒFeesÓ) shall be calculated by AWS Marketplace in accordance with the prices published on AWS Marketplace. Fees shall commence to accrue on the Services Commencement Date.  
 
6.2. Fees are based upon usage. Fees shall be calculated based on AWS Marketplace metering service to report metered usage relating to each Customer.  
 
6.3. AWS Marketplace issues all invoices to the Customer and the Customer agrees to pay all Fees due directly to AWS Marketplace in accordance with the AWS Marketplace terms of use, as amended from time to time and published at http://aws.amazon.com/marketplace.  
 
6.4. All fees exclude any value added tax (or other indirect taxes) legally payable on the date of the invoice, which shall be paid by the Customer in addition, where applicable.     
 
7. TERM AND TERMINATION  
 
 
7.1. The term of this Agreement begins on the start of the subscription period and continues until the earlier of the expiration of the subscription period or termination in accordance with the terms of this Agreement. Customer may terminate this Agreement at any time by unsubscribing to the Services. Company may terminate this Agreement if the Customer is in material breach of this Agreement and fails to cure the breach within ten (10) days of CompanyÕs written notice to the Customer. This Agreement (including any rights granted to the Customer under this Agreement) will immediately and automatically terminate without notice from the Company if (a) Customer fails to make timely payment for the Services; or (b) Customer breaches Clauses 3.1, 4.2 and 5 of this Agreement.  
 
7.2. Upon termination of this Agreement, Company and Customer shall have no obligations to each other except as provided in this Agreement. Upon termination of this Agreement, Customer shall (a) pay all amounts due and owing to the Company for Services up to and including the last day on which the Services are provided; and (b) Company shall remove all Customer content from the Cloud. The rights and obligations of both Parties, which by their nature would continue beyond the termination of this Agreement (including, without limitation, those relating to confidentiality, payment of Fees, limitations of liability and indemnification), shall survive such termination. 
 
8. INDEMNITY 
 
8.1. Company shall indemnify, defend and hold the Customer, its affiliates, and each of their respective officers, directors, attorneys, agents, and employees from and against any and all claims, liabilities, obligations, losses, damages, penalties, fines, amounts in interest, expenses and disbursements of any kind and nature whatsoever (including reasonable attorneysÕ fees) resulting from any Third Party claims or suits arising solely out of any intellectual property rights of the Company in the Software infringing intellectual property rights of Third Party. 
 
8.2. Customer shall indemnify, defend and hold Company, its affiliates, and each of their respective officers, directors, attorneys, agents, and employees from and against any and all claims, liabilities, obligations, losses, damages, penalties, fines, amounts in interest, expenses and disbursements of any kind and nature whatsoever (including reasonable attorneysÕ fees) resulting from or arising out of: (a) CustomerÕs use of Services under this Agreement; or (b) CustomerÕs breach of any material term under this Agreement; or (c) claims concerning infringement or misappropriation of third party rights by Customer in relation to the Customer Content. 
 
9. LIMITATION OF LIABILITY 
 
9.1. The Company does not warrant or represent that the Services will be uninterrupted, error-free, or completely secure. However, Company will implement and maintain appropriate security measures and systems to ensure security and confidentiality of the Customer Content. The Customer acknowledges that there are risks inherent in Internet connectivity that could result in the loss of Customer Content and confidentiality of the Customer Content. 
 
9.2. To the extent permitted by applicable law, the Company disclaims any and all warranties not expressly stated in this Agreement including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Customer is solely responsible for the suitability of the Services chosen.  
 
9.3. Notwithstanding anything to the contrary, Company, its officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other theory for any indirect, exemplary, incidental, special or consequential damages for any amounts that, together with amounts associated with all other claims, exceed the fees paid by the Customer to the Company for the Services under this Agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not the Company has been advised of the possibility of such damages.   
 
     
10. CONFIDENTIAL INFORMATION 
 
10.1. ÒConfidential InformationÓ shall mean all information disclosed by one Party to the other, whether before or after the execution of the Agreement, that the recipient should reasonably understand to be confidential including proprietary technology, client or customer data, business information, marketing and sales programs, content, financial information, planning processes, 
but excluding any information which is independently developed by the non-disclosing Party as shown by such PartyÕs written records, is or becomes generally available to the non-disclosing Party or the public other than through violation of the Agreement. 
 
10.2. Either Party shall not use or disclose Confidential Information of the other Party, except as expressly authorized by this Agreement or for performance of any services hereunder and shall protect all such Confidential Information using the same degree of care that such Party uses with respect to its own proprietary information. 
  
11. NOTICES 
 
Notices to Company shall be sent by email to: legal@amagi.com and notices to the Customer may be sent by email to the email address provided at the time of subscription to the Services.  
 
12. MISCELLANEOUS 
 
12.1. Governing Law and Jurisdiction 
 
This Agreement shall be governed in accordance with the laws of New York. Courts at New York shall have exclusive jurisdiction to determine any dispute or controversy arising under this Agreement.  
 
12.2. Amendment  
 
Any variation or amendment or addition of/to this Agreement shall be mutually agreed to in writing and executed by or on behalf of each of the Parties. 
 
12.3. Non-Waiver 
 
A PartyÕs failure or delay in enforcing any provision of the Agreement will not be deemed a waiver of that PartyÕs rights with respect to that provision or any other provision of the Agreement. A PartyÕs waiver of any of its rights under the Agreement is not a waiver of any of its other rights with respect to a prior, contemporaneous or future occurrence, whether similar in nature or not. 
 
12.4. Force Majeure  
 
Neither Party shall be in default of any obligation under the Agreement if the failure to perform the obligation is due to any event beyond that PartyÕs control, including significant failure of the Internet, natural disaster, war, riot, terrorist activity, or any delay or deficiency caused by teleport, satellite or other third parties, or other events of a magnitude or type for which precautions are not generally taken in the industry. 
 
12.5. Severability 
 
In the event any term of this Agreement is held unenforceable by a court having jurisdiction, the remaining part of the Agreement will remain in full force and effect, provided that the Agreement without the unenforceable provision(s) is consistent with the material economic incentives of the parties leading to the Agreement. 
 
12.6. Relationship between the Parties 
 
The Parties are independent contractors and not partners or joint ventures. Neither Party is the agent of the other nor may neither Party represent to any person that it has the power to bind the other on any agreement. The Agreement is non-exclusive. The Company may provide services to any person, including a competitor of Customer. 
 
12.7. Assignment 
 
This Agreement and all the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Each Party shall be permitted to assign, transfer or otherwise dispose of any of its rights or obligations hereunder, to any of its affiliates or successors in interest.  
 
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