Broadcaster Agreement and
Service Level Agreement

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS YOUR ACTIONS AS A BROADCASTER ON THE LAN.SPACE PLATFORM AND SERVICES.

I. Introduction.

You have indicated your interest to join the Lan.space AG ( “Lan.space” or “we” or “us” ) social network, streaming platform and digital performance platform ( “Platform” ) consisting of Websites, services, podcasts, software applications, embeddable players, and syndicated ‘widgets’ (the “Service(s)” ).

Lan Space provides community members access and two-way interaction between masters in their field, including artists, actors, scientists, authors, economists, mathematicians, chefs, politicians, spiritual guides, etc., ( “Luminaries” ) via: (i) live sessions: class or workshop with Luminaries, (ii) one-on-one: live video chat with Luminaries (iii) propose: suggest a class, one-to-one session or an introduction regarding potential collaboration; (iv) curated content: films, podcasts and interviews with Luminaries accessible at any time. Agents of Lan.space ( “Ambassadors” ) serve as talent scouts globally to ensure new and meaningful events ( “Sessions” ) are available to users to the Platform and purchasers of “Session Tickets” ( “Customer(s)” ).

This Broadcaster Agreement (this “Agreement” ) for the use of the Services by the Luminaries and/or Ambassadors to schedule and book Sessions using the Lan.space Platform and Services is a legal contract between you, an individual user of at least 18 years of age or a single entity (“you”, “User(s)”, “user(s)” or “Broadcaster(s)” ), and Lan.space regarding your use of the Services.

The Services allows Broadcasters to distribute and display streaming live videos ( “Performances” ) and to distribute, post and display textual and photographic comments ( “Broadcaster Comments” ) and personally identifiable information commonly known as name and likeness ( “Broadcaster Name and Likeness” ). Lan.space Sessions, Performances, Broadcaster Comments and Broadcaster Name and Likeness, together with all other text, files, images, photos, video, sounds, musical works, works of authorship, applications, preview clips and artwork created from Lan.space Sessions, Performances, Broadcaster Comments and Broadcaster Name and Likeness (pursuant to this Agreement) or any other materials submitted, displayed, published, posted or transmitted through the Platform or on the Services by Broadcasters are collectively referred to as “Broadcaster Submissions”.

The “Effective Date” of this Agreement is the date on which you entered into the Lan.space Master Services Agreement (the “Master Agreement” ).

II. Incorporation by Reference.

Your use of the Services is subject at all times to this Agreement,the Master Agreement and the Lan.space Terms of Service (the “Terms of Service” ). The Master Agreement and Terms of Service are hereby incorporated into this Agreement by reference. For information regarding how Lan.space collects, uses and discloses your personal information, please see the Lan.space Privacy Policy .

III. VII. Broadcaster Program and Payments.

Program

Lan.space Services comprise of live streamed videos or Sessions with Luminaries, booked and purchased on or through the Platform (its website, mobile app or customer support team).

Any Session comprises one or more Luminaries, selected by the Customer, or sometimes proposed by Lan.space. The live streamed Session is performed from any Luminary’s location, directly to a password-protected live broadcast web portal. The live streamed Session starts at the date and time agreed at the time of booking, and ends after the pre-agreed duration of the event. Unless otherwise required and agreed, the Session is fully private, is streamed through Lan.space’s own server and player solution, is not streamed to any public platform or live streamed website [and is not recorded].

The web portal streaming the Session includes the following: the Broadcaster’s logo or brand name if desired, the live player, a live chat for all viewers, the Luminary’s(ies’) line up, the option for viewers to come on “stage” and join the performer(s) or Luminary(ies) in the player via a link. The live streamed Session can be fully customized to the Broadcaster’s needs and can be interactive, as agreed at the time of booking. 

Any specific Broadcaster requirements on desired customization of an act or event, requested songs, specific interactivity levels or any other wishes need to be communicated in writing, either at time of booking the Session, or by email, and confirmed by Lan.space who will do its best in ensuring that any confirmed specific requirement is met.

Payment

Customerrs will pay a fee for Lan.space Session Tickets to view your Lan.space Sessions. Subject to certain per-user minimums and subject to for-charity Lan.space performances and limited time trials (in each case based upon the functionality of the Service and incorporated herein), we may set the amount that a Customer pays to stream your Lan.space Session. Additionally, we may dictate the manner in which Customers pay based upon the available functionality of the Services.

We will maintain a proceeds account into which we will deposit proceeds derived from your Lan.space Session and against which we will debit the Lan.space Fee payable (described in the foregoing sentence) and all expenses including, but not limited to broadcast costs, bandwidth costs, royalty payments, software fees, licensing fees, merchant and transaction fees, merchant reserves, returns, chargebacks, overhead and any applicable sales taxes. In consideration of Lan.space providing its services in connection with the Services, Lan.space shall have the free right to deduct from the total amount of the proceeds derived from your Lan.space Sessions a fee (the “Lan.space Fee” ).  The amount of the Lan.space Fee is dependent on the total gross revenue from your Lan.space Sessions. Broadcasters agrees to the Lan.space Fee rates and fee structure outlined in the Master Agreement of which this Agreement is incorporated into by reference.

During the Term, within [ten (10)]] business days of your request, we will remit to you the money in your proceeds account, less applicable fees and expenses (as described herein. Notwithstanding the foregoing we reserve the right to withhold payment if we in good faith determine that additional documentation is necessary to make the payment (e.g. W-9 or identification). You agree that you will be responsible for all taxes incurred as a result of the Broadcaster payments.

IV. Broadcaster License Grant.

Lan.space retains ownership of the Platform, Services and related rights.

Although you retain all ownership in your Broadcaster Submissions, you hereby grant Lan.space a worldwide, perpetual, fully assignable, royalty-free right and license, with the right to sublicense as necessary to perform its obligations hereunder, to do the following.

(i) create preview clips and artwork from your Broadcaster Submissions and make available your preview clips and artwork via the Services to users;

(ii) encode, transcode, compress or convert your Broadcaster Submissions into any format, any bit rate, and using any Codec now known or later developed;

(iii) store your Broadcaster Submissions on one or more servers in order to deliver Streams, display your Broadcaster Submissions to users and for routine archival purposes;

(iv) use and publish, and to permit others to use and publish, the name(s), trademarks, likenesses and biographical materials of you and all persons rendering services in connection with your Broadcaster Submissions, in connection with the Services;

(v) edit, reproduce, distribute, publicly perform, stream, display, transfer and host your Broadcaster Submissions; and

[(vi) publicly perform any musical compositions that may be embodied in the Broadcaster Submissions and that are not licensed by collective licensing schemes or any other materials subject to licensing restrictions anywhere in the world, and]

(vii) edit and reproduce any musical compositions that may be embodied in the Broadcaster Submissions.

Such rights and licenses will apply to any form, media, or technology now known or hereafter developed. By distributing or disseminating Broadcaster Submissions through the Service, you hereby grant to each user of the Services that is authorized to access your Broadcaster Submissions a perpetual, personal, non-exclusive license to access and view your Broadcaster Submissions.

[Lan.space will not be obligated to account and pay performance, mechanical or other royalties to you, all such sums being included in the Broadcaster Payment (as described in Article VII below).]

[In order for Lan.space to submit a report to appropriate collective societies of the compositions performed through the Platform Services, you agree that as soon as practical, following your Lan.space Performances, and in no event later than ten (10) days following any Lan.space Performance, you shall submit to Lan.space a list of the songs that you performed during each Lan.space Performance.]

V. Data and Metrics.

Lan.space is the sole owner of all data it observes or collects during or after the Term as part of providing the Services.

VI. Service Level & Management.

Availability and Maintenance

The Service is available as long as the Session can be booked on the ordering portal. Lan.space warrants that to the best of its ability any service booked and paid for will be performed on the agreed date and time, to the exact specifications of the booker/Broadcaster.

However, the Platform shall undergo maintenance from time to time and the services may not be available during such maintenance. Lan.space will notify the Customer and Broadcaster of all scheduled maintenance through the Platform [2] days in advance. Lan.space will not be held liable for any damage resulting in the impossibility to use the services during the maintenance slots.

Service Levels and Scope

Lan.space shall at all times provide the Services to meet or exceed the Service Level performance measure for its Sessions and Performances. Lan.space acknowledges and agrees that the value of any grossly non-satisfactory Session or offering caused by failure to meet a Service Level will be reimbursed to Customers [and Broadcasters]. Both parties agree that this is a reasonable method of relief to reflect poor performance. To accommodate the live nature of the performances, slight leeway on event timings will not be deemed unacceptable if they do not exceed 5% of the total run time on either end of the event.

Lan.space will implement all measurement and monitoring tools and procedures necessary to measure, monitor and report on its performance of the Services against applicable Service Levels. See below, the Service Level Performance Measures.

Lan.space will frequently monitor the whole process, from booking Sessions to payment, set up and running of the Sessions and collection of feedback and reviews.

Lan.space will notify the Broadcasters in writing if its level of performance of any element of the provision of the Services is likely to or fails to meet any Service Level Performance Measure. No penalty is however due by Lan.space. Response times are only indicative.

Quality Assurance & Monitoring

The rendition of the live streamed Session broadcast is supervised by a production manager and optimised, with live support to artists and viewers. The quality of the live stream is constantly monitored throughout the Lan.space Performance. 

Lan.space ensures that Sessions are diligently vetted and/or curated and reviewed, and warrants to its best efforts that no obscene content, no content of racial, religious, political or otherwise deemed unacceptable content is ever broadcast by any Luminary. Lan.space does however not endorse any content displayed by Luminaries and performers using the Platform.

[Lan.space does however not moderate the chat, which is only accessible by the Customer, Luminaries, and Lan.space support and production manager.]

Reporting of issues

Any issue encountered by Lan.space relating to the Platform or Service shall be immediately communicated to the Customers and Broadcasters. Any issue encountered prior to a Session shall be communicated either by email or phone. Any issue encountered during a Session shall be communicated either by email, or live chat box which will constantly be monitored by a production manager. 

Cancellations

Purchase of Session Tickets, other Lan.space offerings or merchandize is final, non-refundable, and non-returnable except in Lan.space’s sole and absolute discretion and in case of the circumstances set out below.

In the event that any Broadcaster cancels prior to a Session, Lan.space will provide the Customer with immediate notice and will propose a replacement of the same or better quality or price, at no extra cost for the Customer. The Customer will be given the option to accept the proposed solution or obtain full reimbursement.

Force majeure events such as but not limited to power outages, network outages, death, accident or severe illness of a Luminary will be dealt with in good faith by Lan.space.

Amendments

In the event that any Broadcaster cancels prior to the event, Lan.space will provide the Customer with immediate notice and will propose a replacement of the same or better quality or price, at no extra cost for the Customer. The Customer will be given the option to accept the proposed solution or cancel the booking and obtain full reimbursement.

In the event Lan.space is unable to deliver a Session, immediate notice shall be given to the Customer and Broadcaster. The Customer will be given the option to obtain full reimbursement or to reschedule the Session with an applicable 20% discount. The same relief applies in the event of a software issue for Lan.space preventing a Session to run fully and satisfactorily.

Feedback

Lan.space will seek to collect Customer and Broadcaster feedback, reviews and ratings of the running of the Sessions and all processes prior to the Session, either by email or through an automated form, in a bid to constantly improve the quality of its Services and Sessions and fine tune the quality of recommendations to Customers.

VII. The Term.

The time period that this Agreement is in effect begins on the Effective Date and continues as long as you continue to use the Services. We can terminate this Agreement at any time by sending you a notice of our intention to terminate.

VIII. Modification of this Agreement.

Lan.space reserves the right, at its discretion, to change, modify, add, or remove portions of this Agreement at any time by posting amended terms to this Agreement. Lan.space will notify you when material changes are made to this Agreement. Please check this Agreement periodically for changes. Your continued use of the Services after the posting of changes constitutes your binding acceptance of such changes.

IX. Miscellaneous.

The expiration of the Term of this Agreement will not relieve either party from their respective obligations incurred prior to or during the Term. Accordingly, the provisions of this Agreement will continue to apply even after the expiration of the Term.

If we receive a claim that our distribution of your Broadcaster Submissions or any other materials provided or authorized by you violates any third party rights or if a claim arises from your breach or alleged breach of the representations, warranties, and covenants made by you herein, you agree to fully indemnify and hold us harmless, and upon our request, defend us and our licensees and affiliates (and their respective directors, officers, contractors and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and costs) concerning any such claim. Accordingly, you agree to reimburse us and our licensees and our affiliates on demand for any payments made in resolution of any liability or claim that is subject to indemnification under this paragraph. We will use reasonable efforts to promptly notify you of any such claim, and by obtaining, posting and maintaining an adequate bond for our benefit you may assume control of the defense of such claim, provided that we will have the right in all events to participate in the defense thereof. Additionally, you agree to indemnify, defend, and hold us harmless from and against anything including all losses or liabilities (including reasonable attorneys’ fees, costs, and expenses) arising out of any claims by any partner that relates to your withdrawal of your Broadcaster Submissions (such as claims alleging unfair business practices, or price discrimination).

Disclaimer of Liability:

READ THE FOLLOWING CAREFULLY AS IT LIMITS OUR LIABILITY.

With an exception of the provisions set out in Section VI on Service Levels, the Services are provided “AS IS,”. We expressly disclaim any representations and warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. We shall have absolutely no liability in connection with the Services including without limitation, any liability for damage to your hardware, software, and business resulting from the Services and make or guaranty as to Services.

X. Contact and Communications.

The Services are offered by Lan.space AG, registered office at [•], Switzerland and Registered number [•].

Communication relating to the Service will take place in written format via the ordering portal, by email to hello@lan.space. Any phone communication or phone support shall be confirmed in writing when relating to a booking requirement or any booking amendment.