Platform Agreement

JUNO Live Inc.

v9, April 21, 2022

This Platform Agreement (the “Agreement”) is a legally binding agreement between the customer identified in the attached order form or addendum (“Hosting Organization”) and JUNO Live Inc. (hereinafter “JUNO”) with regard to the JUNO media platform or such other services that may be designated by JUNO from time to time (the “Services”). For the purposes of this Agreement, the term Services includes all software contained in the Services.

1. Platform Services.

  1. JUNO Platform Services. JUNO will provide to Hosting Organization the specific services (the “Services”) identified on the applicable Addendum or order form, subject to the terms and conditions set forth herein and in the applicable Addendum or order form. JUNO will provide support for the Services in accordance with the terms of the JUNO Support Services Agreement and SLA attached hereto as an Exhibit, which may be amended by JUNO from time to time and which is incorporated herein by reference. Any additional or unique Services to be provided by JUNO to Hosting Organization (including without limitation any professional services) will be specified in a separate Addendum signed by the Parties.
  2. Addenda. The Parties will execute one or more "Addenda" (each an "Addendum”) which identify the particular Services to be provided by JUNO, applicable pricing, timelines, dependencies and specific terms applicable to that particular Addendum. Addenda will be effective only when duly signed by JUNO and Hosting Organization. Any modifications or changes to the Services under any executed Addendum will be effective only if and when memorialized in a mutually agreed written amendment signed by both Parties.

2. License Grant and Restrictions.

  1. License Grant. Subject to the terms and conditions of this Agreement and subject to the payment of all applicable Fees set forth in the applicable Addendum or order form, JUNO hereby grants to Hosting Organization a non-exclusive, non-transferable (except as set forth herein), limited, worldwide right and license to access and use the Services during the Term.
  2. The foregoing license is restricted to use by Hosting Organization and its Users and does not include the right to use the Services on behalf of any third party. “User” means an individual employee, contractor, agent, IT service supplier or event attendee authorized by Hosting Organization to access the Services, and who has been given a unique login and password information necessary to access and use the Services (“Access Code”). User accounts cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer use the Services. Each User must have a unique email address. Other restrictions to the use of the Services may be set forth in the applicable Addendum or order form. As part of the Service, Hosting Organization is provided access to a User administration interface that allows Hosting Organization to manage its Users. Hosting Organization acknowledges that it is responsible for the creation of its User accounts and for managing the Access Codes. Hosting Organization is responsible for procuring and maintaining the technical environment and internet and other connections required to access the Services. Hosting Organization is further responsible for all activities conducted under its User logins and for its Users’ compliance with this Agreement, and with all applicable laws and regulations.
  3. License Restrictions. Unauthorized use, resale or commercial exploitation of the Services in any way is expressly prohibited. Without JUNO’s express prior written consent in each instance, Hosting Organization shall not (and shall not allow any third party to): reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the Services or the underlying software, or access the Services in order to build a competitive product or service or copy any ideas, features, functions or graphics of the Services. Hosting Organization will not modify or make derivative works of the Services. Except as expressly permitted in this Agreement, Hosting Organization will not copy, rent, license, sublicense, sell, transfer, make available, lease, time-share, distribute, or assign this license, the Services to any third-party. Hosting Organization will be liable for any breach of this Agreement by any of its Users. In addition to JUNO’s other remedies hereunder, JUNO reserves the right upon notice to Hosting Organization to terminate any User’s right to access the Service if such User has violated any of the restrictions contained in this Agreement. Hosting Organization will ensure that it has the full right and authority to utilize any Hosting Organization content distributed using the JUNO Services.

3. Fees and Expenses.

  • Hosting Organization will pay all properly invoiced amounts payable and due hereunder within thirty (30) days after Hosting Organization's receipt of JUNO's proper invoice therefor, except that Hosting Organization may withhold from any payment any charge or amount disputed in good faith by Hosting Organization pending resolution of such dispute within a reasonable timeframe to the Parties.
  • All payments hereunder must be in US dollars. Payments shall be made to the address or account specified by JUNO in writing from time to time, provided that JUNO gives Hosting Organization at least thirty (30) days' prior notice of any account, address or other change in payment instructions.

4. the Hosting Organization’s Data.

5. Term and Termination.

6. Intellectual Property.

4. Confidentiality.

5. Security.

6. Indemnification.

7. Limitations of Liability.

8. Representations and Warranties.

9. Insurance.

10. Third Party Software.

The Services may be performed with or contain software governed by licenses from third parties (“Third Party Software”), including any software component that is subject to any open-source copyright license agreement (“Open Source”). Notwithstanding anything to the contrary in this Agreement, all Third Party Software is licensed to Hosting Organization solely under the terms of the corresponding third party license agreements provided or referenced in the Services. JUNO makes no representation or warranty concerning Third Party Software and has no obligation or liability with respect to any Third Party Software. If the applicable third party licenses provide for the availability of source code of such Third Party Software and such source code is not already included in the Services’ distribution, Hosting Organization may contact JUNO in writing to obtain such source code.

  • Subcontracting. JUNO will ensure that each JUNO subcontractor adheres to all relevant terms of this Agreement, including all provisions relating to the Hosting Organization’s Data or other Confidential Information of Hosting Organization; and will remain responsible as well as liable for the acts or omissions of any Subcontractors.
  • Force Majeure. Except for the obligation to make payments, nonperformance of either Party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, pandemic, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non-performing Party.
  • Relationship between the Parties. The relationship between the Parties is defined as independent contractors. Nothing contained in this Agreement is to be interpreted as forming any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party has authority to contract for nor the authority to bind the other Party in any manner whatsoever.
  • Marketing and Press Releases. The Parties in this agreement give permission to publicly disclose each other and the nature of this relationship in any and all media forms.
  • Notices. Each Party consents to receiving electronic communications (including emails at the address provided in an Addendum or order form) and notifications from the other Party in connection with the Services, and with respect to any notice, approval, request, authorization, direction or other communication to be provided under this Agreement. Each Party is responsible for providing the other Party with its most current email address, and an email will be deemed received once it has been sent to the email address on file. Each Party may also send notices to the other via regular mail. All such written notices (other than electronic communications) shall be given in writing and shall be deemed to have been delivered and given for all purposes (i) on the delivery date if delivered personally to the Party to whom the same is directed; (ii) one (1) business day after deposit with a nationally recognized overnight carrier, with written verification of receipt, or (iii) five (5) business days after the mailing date whether or not actually received, if sent by certified mail, return receipt requested, postage and charges pre-paid or any other means of rapid mail delivery for which a receipt is available, to the address of the Party set forth on the applicable Addendum or order form. Either Party may change its address by giving written notice of such change to the other Party.
  • Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
  • Entire Agreement. This Agreement, including all Statements of Work, order forms and other Schedules, Exhibits, Amendments and Addenda contains the entire agreement between the Parties, and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the Parties relating thereto and is binding upon the Parties and their permitted successors and assigns. Any inconsistent or conflicting terms and conditions contained in any purchase order issued by Hosting Organization shall be of no force or effect, even if the purchase order is accepted by JUNO. In the event of any conflict between the terms of this Agreement and any Addendum or order form, this Agreement shall control, unless such Addendum or order form expressly states that it is to control. This Agreement shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or inference against the Party drafting this Agreement in construing or interpreting the provisions hereof.
  • Assignment. Neither Party may transfer or assign any of its rights or obligations under this Agreement or any associated document without the prior written consent of the other Party (not to be withheld, conditioned or delayed unreasonably); provided that either Party may so transfer or assign its rights and obligations to one of its affiliated companies or as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets. Any proposed assignment, delegation, or transfer in violation of this Section 14.8 is to be considered void.
  • No Third-party Beneficiaries. This Agreement is for the sole benefit of the Parties of this Agreement and nothing herein, expressed or implied, will confer on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
  • Amendment and Modification: Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party. No waiver by any Party of any of the provisions hereof is effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
  • Severability. If any term or provision of this Agreement is shown to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not have any ramifications of any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties will work together in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a manner mutually acceptable in order that the transactions contemplated hereby be executed as originally contemplated to the best possible extent.
  • Governing Law. This Agreement is governed, construed, and enforced in accordance with California law, excluding any confirmed additional law principles, and all claims relating to or arising out of this Agreement are governed by California law, excluding any confirmed additional law principles.
  • Equitable Relief. Each Party acknowledges and agrees that (a) a breach or threat of such a breach by either Party of any of its obligations under this Agreement may give rise to significant harm to the other Party for which monetary damages may not be an adequate remedy and (b) in the event of a breach or threat of such a breach by either Party of any such obligations, the other Party hereto is, in addition to any and all other rights and remedies that may be available to such Party at law, at equity or otherwise in respect of such breach, entitled to seek equitable relief, including a temporary restraining order, an injunction, designated performance and any such other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy.
  • Schedules. All Addenda, Schedules and Exhibits hereto, including the following which can be found in JUNO’s Legal Hub at are referenced herein and are hereby incorporated by reference: (a) JUNO’s Data Processing Addendum; (b) JUNO’s Support Services Addendum; (c) JUNO’s Event Production Agreement.
  • Counterparts. This Agreement and applicable associated documents may be executed in counterparts, each of which will be deemed an original, but all of which together are deemed to be all part of the same agreement and will become effective and binding upon the Parties as of the Effective Date at such time as all the signatories hereto have signed a counterpart of this Agreement. A signed copy of this Agreement delivered by e-mail or other means of electronic transmission (to which a signed PDF copy is attached) is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
  • Export Controls. Hosting Organization will not export, re-export, use, or divert the Services to or on behalf of (a) any country that is subject to U.S., EU or UN economic sanctions administered by the US Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the European Commission or the UN, including but not limited to Burma, Cuba, Iran, Libya, Sudan, Syria and North Korea; (b) the government of any country sanctioned by any of the above, wherever located; or (c) persons or entities identified as “Specially Designated Nationals” by OFAC or sanctioned pursuant to applicable EU Regulation, or persons or entities that are owned or controlled by such person or entity. Hosting Organization shall not distribute or supply the Services to any person if Hosting Organization has reason to believe that such person intends to export, re-export or otherwise transfer the Services to, or use the Services in or for the benefit of, any such OFAC- or EU sanctioned countries, governments, persons, or entities. Hosting Organization shall not use the Services in connection with the commission of terrorist acts or the design, development, production, or use of nuclear, biological, or chemical weapons; missiles; or unmanned aerial vehicles. Hosting Organization shall not export, re-export, or transfer the Services to any person or entity with knowledge or reason to know that any of the prohibited activities identified in this section are intended by such person or entity. Without limiting the foregoing, Hosting Organization shall not commit any act which would, directly or indirectly, violate, or which may cause JUNO to violate, any United States, EU or local law, regulation, treaty or agreement relating to the export or re-export of the Services. At Hosting Organization’s expense, Hosting Organization shall obtain any government consents, authorizations, or licenses required for Hosting Organization to exercise its rights and to discharge its obligations under this Agreement. Hosting Organization acknowledges that the Hosting Organization’s Data, once placed on the Services may constitute an export of the Hosting Organization’s Data by Hosting Organization to one or more foreign jurisdictions, Hosting Organization shall not cause any such export of data in violation of the laws of the United States and/or such other foreign jurisdictions.
  • JUNO Mark appears on the platform. The JUNO Line inc name and JUNO mark will appear within the platform including but not limited to informational notices, copyright notices, help links, email addresses, support and documentation.

2.Platform definitions.