How do you overcome the fear of signing a contract with LiveMe?

Beginning of work

The text of the LiveMe contract often causes anxiety among users. It is voluminous and written in complicated English, which sometimes scares them away. However, let’s examine whether it’s worth being afraid of.

Text Translation

The first step to reducing anxiety is to translate the contract. Thanks to modern technology such as artificial intelligence, it is possible to translate text into your native language quickly and efficiently. Check out the translation below in this article to get a better understanding of the document.

Legal aspect

It is important to realize that the legal validity of such a contract is limited. If you are not a U.S. citizen, hid your passport information using a photo editor, and provided fictitious information on the application form, the contract has virtually no weight in your country. It is designed with US law in mind and is intended to protect the company within their jurisdiction.

What does LiveMe know about you?

The basic data you provide are:

your photo,

name,

date of birth,

country of residence.

This information is only required to confirm your age (18+). The company has no data about your address, passport number or other personal identifier, as it happens in banks. So your personal data remains safe.

Key takeaways:

Use a translation of the text for better understanding.

Remember that the contract is aimed at US citizens and has limited legal validity in other countries.

Your basic data provided to the platform does not contain information that could seriously compromise your security.

Don’t be afraid of contracts, study them, and remember that a proper understanding of the documents is your best defense.

 

BROADCASTER ENGAGEMENT AGREEMENT

 

THIS BROADCASTER ENGAGEMENT AGREEMENT (“Agreement”) is entered into as of [  Date ] by and between  [ Name ], [  ID   ] (hereinafter “Broadcaster”), and JOYME PTE. LTD. (hereinafter “LiveMe”).

Recitals

WHEREAS LiveMe intends to engage and manage Broadcaster for the live broadcast segments for the LiveMe broadcasting application, including LiveMe APP and website (collectively “the Platform”) ; and

WHEREAS LiveMe wishes to utilize the services of Broadcaster in connection with live broadcasts on the Platform upon the terms and conditions herein contained.

NOW THEREFORE for good and valuable consideration, receipt of which is hereby acknowledged, the parties hereby agree as follows:

Agreement

  1. Engagement. During the Term of this Agreement, Broadcaster, shall render acting and related services in upon the terms and conditions herein set forth. Broadcaster shall render such services whenever and wherever LiveMe may require, in a competent, conscientious and professional manner, having due regard for the production of Broadcaster’s Appearances (as defined below) as instructed by LiveMe in all matters, including those involving artistic taste and judgment. With respect to the services hereunder, Broadcaster on behalf of himself or herself, authorizes LiveMe, and their parents, affiliates, subsidiaries, agents, licensees, designees, vendors, contractors, successors and assigns, to make use of his/her appearance in (a) live broadcast segments and promotional media (including print, video, and streaming media) produced for use in connection with the Platform (“Appearances”); and (b) advertising related to Broadcaster’s Appearances in social media and/or in connection with other promotional opportunities within the Platform and otherwise in connection with LiveMe, and their products, advertisers and services.
  2. Services and Deliverable of Broadcaster.

2.1 Recruiting period:

  1. Broadcaster shall send his/her personal information and broadcasting materials including self-introduction and talent show to LiveMe for the purpose of LiveMe’s review. LiveMe will decide, at LiveMe’s sole discretion, whether to cooperate with the broadcaster under this Agreement. Broadcaster shall confirm the result to LiveMe by himself/herself.

 

  1. Broadcaster shall not in an existing contract with LiveMe either individually or through other agencies.

 

  1. Broadcasters approved by LiveMe shall be deemed to be participating in the Campaign starting from the following month.

 

2.2  Broadcaster shall at least broadcast: i) 30 hours cumulatively (“Valid Broadcast Hour”) and ii) 15 calendar days in each month (“Valid Broadcast Day”), (collectively, the “Streaming Time Requirement”), which should be “content-exclusive” to LiveMe during the Term, provided

  1. A minimum of 60 minutes per day must be achieved, otherwise such Broadcast time will not account for Valid Broadcast Day;
  2. Each Broadcast must last a minimum of 30 minutes, otherwise such broadcast time will not be considered for Valid Broadcast Hour;
  3. Failing to fulfill the Streaming Time Requirement will cause Broadcaster to forfeit any Compensation (defined below) provided hereunder; and
  4. A valid broadcast hour shall be interactive broadcasting. Broadcasting as group beam, broadcasting content without interaction with users (e.g. games, movie, video, tv show, or content with similar nature), broadcasting without face appearance and broadcasting game will NOT count towards the total hour of the broadcaster.

 

2.3 Conditions: In each month, Broadcaster shall fulfill the Streaming Time Requirement and making exclusive content (as defined in Section 8), otherwise Broadcaster agrees that LiveMe has the right to remove the Broadcaster from the Campaign and terminate this Agreement immediately with or without prior notice. Total compensation shall forfeit for the applicable month(s) during which Broadcaster fails to fulfill the Streaming Time Requirement as stated in Clause 2.2. 

 

  1. Broadcaster Duties and Responsibilities.
    • Broadcaster shall work closely with LiveMe and its employees, agents, and advertisers to further develop Broadcaster’s broadcasting skills including, but not limited to sharing ideas and collaborating with LiveMe to create successful live broadcast segments within the Platform. Broadcaster acknowledges that LiveMe has first priority in advertising opportunities and promotional spots on the Platform as well as online and offline promotional and marketing activities for Broadcaster and on behalf of the Platform, but the Platform reserves the right to reasonably allot such opportunities based on its operation. From time to time Broadcaster may take part in various promotional campaigns and activities (each an “Activity”) wherein Agency will produce and license to Platform content to be broadcast and maintained on the Platform during the Term hereof (defined below). FURTHERMORE, BROADCASTER SHALL POST MINIMUM FIVE (5) POSTS EACH MONTH ON THE QUALIFIED SOCIAL MEDIA PLATFORMS (PLATFORM LIST AS APPROVED BY LIVEME) TO PROMOTE LIVEME’S BRAND AWARENESS AND SOCIAL INFLUENCE (“Social Media Requirement”). TOTAL COMPENSATION SHALL FORFEIT FOR THE APPLICABLE MONTH(S) DURING WHICH BROADCASTER FAILS TO FULFILL THE SOCIAL PLATFORM REQUIREMENT.

3.2 Broadcaster shall attend and participate in all rehearsals, fittings, recording, broadcasting sessions and training in connection with Appearances and Activities and shall render services hereunder in accordance with the scripts or other elements that LiveMe shall furnish to Broadcaster for such purposes. Broadcaster shall be familiar with the features, broadcasting skills and contest rules on the Platform.

3.3 Broadcaster shall render services to the best of Broadcaster’s ability. All of Broadcaster services are subject to LiveMe’s approval at all times, and that Broadcaster will promptly comply with any reasonable instructions, suggestions, and recommendations that LiveMe may give to Broadcaster in connection with rendering Broadcaster’s services.

3.4 Broadcaster shall at all times faithfully, industriously, and to the best of his/her skills, ability, experience, perform all of the duties required of Broadcaster in this Agreement. In carrying out these duties and responsibilities, the Broadcaster shall comply with the applicable laws, regulations and all LiveMe’s policies, procedures, rules and regulations, including without limitation, Community Policies, General Contest Rules or Terms of Use, both written and oral, as are announced by LiveMe from time to time. It is also understood and agreed to by Broadcaster that her/his assignment, duties and responsibilities and reporting arrangements may be changed by LiveMe at its sole discretion without causing termination of this Agreement. For any violation of LiveMe’s policies, or commitment of any action in violation of law or be deemed as offensive to any user, Broadcaster shall cooperate with LiveMe to make any apology statement to the injured parties or to the public.

3.5 Broadcaster shall guarantee that his/her use of the Platform in connection with this Agreement, and, shall in no way effectuate any transfer of any ownership right or interest in or to the Platform or any Intellectual Property Rights embodied therein and in using the Platform pursuant to this Agreement. Broadcaster shall be bound by the terms of LiveMe’s Terms of Service, Community Guidelines and End-User License Agreement (Collectively, the “Policies”). For avoidance of doubt, the Policies are available for viewing in their entirety directly on the LiveMe mobile application. Broadcaster agrees that he/she shall not represent LiveMe in any circumstances, nor use any LiveMe logo, name, trademark, service mark, business name or any other Intellectual Property Rights, unless expressly authorized by LiveMe in writing.

3.6 Broadcaster shall guarantee that he/she shall comply with all applicable laws related to advertising and endorsement, including the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising.

3.7 Broadcaster shall at all times conduct his/her behavior in accordance with applicable laws, regulations, the Policies and this Agreement. Broadcaster is  prohibited from posting, any content to the Service considered to be “Prohibited Content” as determined solely by us, which includes, without limitation:

  • Sexually Explicit Material;
  • Violence and Bullying;
  • Hate Speech;
  • Sensitive Events
  • Unlawful Activity
  • IP Infringement.

Broadcaster shall be solely responsible for his/her streaming content, and shall take any and all related legal responsibilities and obligations in accordance. Broadcaster’s content represents his/her opinion only, and under no circumstance represents LiveMe in any way. LiveMe is not liable for Broadcaster’s behavior under any circumstance.

3.8 Broadcaster shall fulfill the Term requirement as stated in Clause 6. For clarification, Broadcaster shall not terminate this Agreement prior to the Expiration date thereof. Breach of this clause shall be deemed as Material Breach, which shall incur Broadcaster a liquidated damage as stated in Clause 19.

  1. Use of Broadcaster Name and Likeness.

4.1 Broadcaster agrees that LiveMe may film, tape, photograph and/or otherwise record or capture his/her physical likeness, performance, interview, voice, conversation and sounds (collectively, the “Performance”) during and in connection with his or her Appearances, and that unless the law so expressly prohibits, LiveMe shall be the owner of the results and proceeds of any such filming, taping, photography and/or recording and capturing (together with the Performance, collectively, referred to herein as the “Materials”) with the right, and Broadcaster shall so assist LiveMe with reasonable efforts to perfect such right, throughout the world, in perpetuity, for LiveMe to copyright, use, license others to use and/or to distribute or to authorize others to distribute, all or any portion thereof or of a reproduction thereof in connection with the Platform or otherwise solely and exclusively throughout the world, in perpetuity, in any and all media now or hereafter known, all without any consultation, approval, or further compensation except as provided in this Agreement. LiveMe is also granted the further exclusive right to use and to license the use of Broadcaster’s name, sobriquet, photograph, likeness, voice and/or caricature and shall have the right to simulate Broadcaster’s voice, signature and appearance by any means in and in connection with Broadcaster’s Appearance, Activities, commercial advertising and publicity tie-ups. Broadcaster shall agree and acknowledge that LiveMe may share his/her broadcast materials with the designated platforms, including without limitation, A Live, Frill Live and other applications developed by LiveMe (including its subsidiaries or affiliates) or developed by LiveMe’s external partners (each “Other Application”, collectively, “Other Applications”). For clarity, Broadcaster shall understand his/her live-streaming content, profile information and profile photo uploaded on LiveMe application will be simultaneously shared on such Other Applications. Broadcaster shall abide by and subject to the rules, guidelines and terms outstanding and effective on such Other Application. Broadcaster shall agree to be compensated according to the terms and conditions outstanding effective on such Other Applications.

4.2 Alterations. Broadcaster hereby grants LiveMe the right to change, add to, take from, translate, reformat or reprocess the Materials in any manner LiveMe may at its sole discretion determine. To the fullest extent allowable under any applicable law, Broadcaster hereby irrevocably waives or assigns to LiveMe Actor’s so-called “moral rights” or “droit moral”. Broadcaster expressly acknowledges that many parties will contribute to the Performances and other works that will embody all or part of the Material.  Accordingly, if under any applicable law the above waiver or assignment by Actor of “moral rights” or “droit moral” is not effective, then Broadcaster agrees to exercise such rights in a manner which recognizes the contribution of and will not have a material adverse effect upon such other parties.

  1. Version of APP. Broadcaster shall use the latest available version of LiveMe app when broadcasting, and Broadcaster shall use reasonable efforts to broadcast from a location with a strong and stable Internet connection.
  2. Term and Termination. The Term of this agreement shall be for one year (1 year) (“Term”) beginning effective [ Date ] (“Effective Date”) and ending [     Date      ] (“Expiration Date”). The Agreement will be renewed automatically on an annual basis unless either party terminates with fifteen (15) days prior written notice before each Expiration Date.

Broadcaster shall not terminate this Agreement prior to the Expiration date thereof. Breach of this clause shall be deemed as Material Breach, which shall incur Broadcaster a liquidated damage as stated in Clause 19. IN ADDITION, ANY UNPAID COMPENSATION FROM LIVEME TO BROADCASTER WILL FORFEIT IMMEDIATELY.

Unless otherwise specified, LiveMe may terminate this Agreement immediately with or without prior written notice to Broadcaster due to breach of Platform Policies, failure in performance review, or other issues as applicable at LiveMe’s sole discretion.

  1. Use of Broadcaster Materials. Unless otherwise provided to Broadcaster by LiveMe, Broadcaster owns all right, title and interest to the Content, including any copyrights, trademarks, and other proprietary (such as name, nickname, personal image etc.) and Intellectual Property Rights embodied in the Broadcasts, Promotions, and/or any other content created pursuant to this Agreement, and any elements thereof, as well as any materials Broadcaster provides to LiveMe in connection with the Campaign, or published by Broadcaster on his/her personal social media accounts (collectively, “Broadcaster’s Materials”). Notwithstanding the foregoing, during the Term and after termination or expiration of this Agreement, Broadcaster shall grant LiveMe an exclusive, royalty-free, worldwide, digital license to utilize the Broadcaster Materials in any manner in any digital form, including but not limited to the right to edit, alter, delete, modify or change, in LiveMe’s sole discretion in connection with the continued promotion of the Platform, or as otherwise permitted by this Agreement. Broadcaster agrees that LiveMe shall not be responsible to any other party, collective bargaining agreement, or any other agreement that may be executed during the Term of this Agreement and therefore LiveMe is not responsible for payment to any other party.
  2. In full and complete consideration for all of Broadcaster’s services and grants hereunder including, but not limited to Broadcaster’s services: (a) in connection with Broadcaster’s Appearances, (b) the Materials, (c) Activities, (d) Conditions, (e) the rights and licenses granted to the LiveMe in connection with the use of Broadcaster’s name, the Performance and the Materials in the aforementioned services and as otherwise as permitted hereunder, LiveMe, on behalf of Broadcaster, will receive fees and bonus derived from Broadcaster’s Appearances on the Platform via the Campaign (“Compensation”). All payments to Broadcaster hereunder shall be deemed to be equitable and inclusive remuneration for all services rendered by Broadcaster in connection with the Appearance and to be paid by way of a complete buy out of all rights granted to LiveMe hereunder and no further sums shall be Payable to Broadcaster by LiveMe by reason of the exploitation of the Appearance and all results and proceeds of Broadcaster’s services hereunder in any and all media throughout the universe pursuant to any collective bargaining agreement, if any, or otherwise, by way of residuals, repeat fees, pension contributions, or any other monies whatsoever. The services provided in the previous month will be calculated according to the table below:
  3. Level refers to the Broadcaster level defined and designated by LiveMe based on its internal performance measurements.
  4. Monthly-Diamonds refers to the Diamonds newly collected by Broadcaster in the previous month and excludes any Diamonds received by Broadcaster through in-app promotion activities or events, or Diamonds awards by LiveMe in any other form (“Diamonds Awards”). LiveMe reserves the final right in the interpretation of what qualifies as Diamonds Awards. The “month” shall be interpreted according to PST time zone. For clarity, Diamonds collected from Other Applications shall not applied for this agreement and shall not count toward the Monthly-Diamonds. Broadcaster could cash-out or convert the Diamond collected from Other Applications according to the user term of the Platform.
  5. Diamond Cash-out refers to the percentage of Diamonds value that the Broadcaster could receive. The Diamond Cash-out Ratio under this Agreement shall be: 350 Diamonds=$1 Cash-out. The percentage of diamond cash-out is calculated based on the current diamond price effective on the signing date of this Agreement. LiveMe reserves the right to adjust the price at any time with or without notice.

4,  Broadcaster Bonus refers to the extra fees LiveMe will pay the Broadcaster, provided that 1) the Broadcaster fulfil conditions set forth in the above table as well in the Agreement; 2) The Broadcaster collected the corresponding Monthly-Diamonds settled based on his\her own level. Noted the cash value of Bonus are calculated based on the current coin price effective on the signing date of this Agreement and the Bonus will be adjusted pro-rated if the coin price changes on LiveMe at any time during the Term of this Agreement.

Broadcasters under this Agreement shall not be compensated by any other support policies on LiveMe Platform, such as loyalty program. LiveMe will conduct regular review on Broadcaster’s live streaming performance, under the circumstance that Broadcaster’s performance is deemed unqualified by LiveMe during review, LiveMe reserves the right to terminate this Agreement at its sole discretion with or without prior notice to Broadcaster.

9.Payment. After confirmed by LiveMe and LiveMe, LiveMe will pay Broadcaster in the form of Diamonds (by the conversion rate of 350 Diamonds = USD 1) to his/her LiveMe account within 15 business days after the settlement of each month. Broadcaster can cash out (based on 350 Diamonds = USD 1) their Diamonds or convert to Coins any time.  The exchange rate of money and diamond is calculated based on the current diamond price effective on the signing date of this Agreement. Broadcaster admits that LiveMe reserve the right to adjust the Coin and/or Diamond price at LiveMe’s sole discretion.

  1. Limited Warranty and Disclaimer.

10.1 Mutual Warranties.  Each party represents and warrants to the other that: 9. this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; 10. no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement; and 11. the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

10.2 Broadcaster Warranties. Broadcaster hereby represents and warrants to LiveMe that no content used or performed by Broadcaster on the Platform, infringes any patent, copyright, trademark or other intellectual property rights of any third party.

10.3 WARRANTY DISCLAIMER.  EXCEPT FOR THE WARRANTIES EXPRESSLY MADE IN THIS AGREEMENT, LIVEME MAKES NO REPRESENTATION, WARRANTY, CONDITION OR UNDERTAKING OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LIVEME EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS AND UNDERTAKINGS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE. LIVEME MAKES NO REPRESENTATION, WARRANTY CONDITION OR UNDERTAKING IN RELATION TO ANY INTERFERENCE WITH THE ENJOYMENT OF THE PLATFORM OR AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

  1. Limitation of Liability.

11.1 DISCLAIMER OF CONSEQUENTIAL DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, LIVEME WILL NOT, UNDER ANY CIRCUMSTANCES, EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, BE LIABLE TO BROADCASTER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR FOR ANY LOST REVENUES, PROFITS OR LOSS OF BUSINESS.

11.2 CAP ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL LIVEME’S TOTAL LIABILITY IN RESPECT OF ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED US$1,000.

11.3 INDEPENDENT ALLOCATIONS OF RISK. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES.  THIS ALLOCATION IS REFLECTED IN THE BENEFITS OFFERED BY LIVEME TO BROADCASTER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.  EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THE WARRANTIES IN THIS AGREEMENT HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

11.4 Mitigation. Broadcaster must mitigate the impact of any damage arising out of or related to this Agreement.

12.Independent Contractor. This Agreement shall not render the Broadcaster an employee, partner, agent of, or joint-venturer with LiveMe for any purpose. The Broadcaster is, and will remain, an independent contractor in her/his relationship to  LiveMe. LiveMe shall not be responsible for withholding taxes with respect to the Broadcaster’s Compensation hereunder. Broadcaster shall have no claim against LiveMe for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Further, Broadcaster agrees that she/he shall not look to any other person, or LiveMe through which Broadcaster’s services were secured, for any payment of any compensation, employment and other benefits and that Broadcaster shall not look to LiveMe for any such compensation and benefits. For clarity, the Platform and LiveMe are independent contractors and all representations, warranties, covenants, liabilities and obligations under this Agreement of LiveMe are several, and not joint, to the Platform, and the Platform will not be liable for any breach, default, liability or other obligation of LiveMe to this Agreement. The Platform is an intended third-party beneficiary of Broadcaster’s representations and of this Agreement.

13.Non-Guild Production. Broadcaster understands and agrees that the Appearances are a non-guild production and there will be no residual or any other type of payment due in connection with Broadcaster’s performance other than as set forth in this Agreement. Broadcaster also agrees that the LiveMe may exercise all of the applicable rights under any applicable collective bargaining agreement(s) thereafter. Except as otherwise provided herein, Broadcaster is responsible for all payments due to any agent, broker, or other third party with respect to Broadcaster’s services hereunder and the rights granted by Broadcaster hereunder. Except with LiveMe or its designee’s prior approval, Broadcaster agrees that Broadcaster has not received, and will not receive, any compensation either directly or indirectly from any other entity or person in connection with his/her Appearances or the Materials.

14.Exclusivity. Upon the effectiveness of this agreement and throughout the term and any renewal of this Agreement, Broadcaster irrevocably represents, warrants and commits to i) cooperate with LiveMe on an exclusive basis in the worldwide region in the live-streaming industry. For the sake of clarity, cooperation with a similar live-stream business in any manner is prohibited, including without limitation, Bigo Live, Uplive,17, YouNow, Twitch, MeetMe, Mico, Vigo (a “Restricted Competitor”); ii) refrain from live streaming on any other video live streaming app or app offering live streaming functions, including without limitation, Bigo Live, Uplive, 17, YouNow, Twitch, MeetMe, Mico, Vigo; iii) proactively restrict third parties from engaging in any of the following activities; i) providing live streaming services to Broadcaster; or ii) exhibiting or otherwise exploiting Broadcaster’s Images for promotional purposes in connection with a Restricted Competitor (provided such third party engages in live streaming business).

Breach of the Exclusivity clause shall be deemed as Material Breach, which shall incur Broadcaster a liquidated damage as stated in Clause 19. IN ADDITION, ANY UNPAID COMPENSATION FROM LIVEME TO BROADCASTER WILL FORFEIT IMMEDIATELY.

  1. 15. In addition to the Compensation, Broadcaster may receive the following benefits from LiveMe:
  2. Privilege to participate in LiveMe official events;
  3. Privilege to try out new app functions;
  4. LiveMe official promotion opportunities.
  5. 16. Fraudulent Activities. Broadcaster admits that: if i) LiveMe determines Broadcaster obtained virtual items through improper, fraudulent or injurious methods or had participated in or was involved in fraudulent activities that may harm the interest of LiveMe or any user on LiveMe, including but not limited to, involved in credit card fraud, unauthorized use of credit card, profit from LiveMe system bugs, participate in hacker attack; or ii) any broadcasting in violation of the applicable laws, regulations, LiveMe Community Policies, General Contest Rules or Terms of Use (e.g. racist, xenophobic, revisionist, obscene, pornographic, paedophile, offensive, abusive, libellous, slanderous or of prejudice in any way to the honour or reputation of any third party, incite people to discrimination, hatred, violence, to commit a crime or offence or to consume illegal substances) or denigrate the reputation of LiveMe brands or staff, the Broadcaster will not be subject to Compensation and further, LiveMe may ban Broadcaster’s account, ban Broadcaster’s device ID, confiscate any and all coins and virtual gifts in the account and remove the Broadcaster from the Campaign immediately with or without notice to Broadcaster. LiveMe may further entitle to request a liquidated damage from Broadcaster equal to five times of the total profits received by Broadcaster in such fraudulent activities, or five times of the total Compensations received by Broadcaster or USD$100,000 (one hundred thousand United States dollars), whichever is higher. LiveMe reserves the right to pursue civil and criminal charges and penalties in such cases. LiveMe will deduct any number of Diamonds from Broadcaster’s account if such Diamonds are considered by LiveMe to be received from fraudulent activities.
  6. 17. LiveMe Policies. Broadcaster agrees, at all times, to abide by all policies whether oral or written established by LiveMe governing Broadcaster’s Appearances and also to abide by policies and rules enacted by LiveMe for utilization of the Platform, including but not limited to, LiveMe’s Terms of Use, Community Guidelines and End-Use License Agreements established by LiveMe as amended from time to time (collectively, the “Policies”) in connection with Broadcaster’s Appearances. For avoidance of doubt, LiveMe’s Policies are available for viewing in their entirety directly on the LiveMe mobile application.
  7. 18. Unauthorized Use by Third Parties. LiveMe and its authorized agents, successors and assigns, shall endeavor to stop any and all unauthorized third-party use of the Materials in violation of the terms hereof, including without limitation, any use outside of the Platform including the Internet, mobile platform, or subsequent to the Term of this Agreement.
  8. Material Breach. Broadcaster who fails to comply with this Agreement should be obliged to mitigate the losses and damages caused by such breach. If Broadcaster causes any loss and damages to LiveMe, LiveMe should be entitled to all available remedies thereby. The parties acknowledge that a breach or threatened breach by Broadcaster of any of its obligations under this Agreement would give rise to irreparable harm to LiveMe for which monetary damages would not be an adequate remedy and hereby agrees that in the event of a breach or a threatened breach by Broadcaster of any obligations, LiveMe shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to restraining orders, a preliminary injunction, specific performance and any other relief that may be available from a court of competent jurisdiction.

A Material Breach by Broadcaster for the purposes of the Agreement shall mean:

  • Failure to fulfill the Term obligations as set forth in Clause 6; or
  • Breach of the Exclusivity Clause described in Clause 14; or
  • Breach of the Non-Solicitation Clause described in Clause 23; or
  • Involve in Fraudulent Activities described in Clause 16; or
  • Breach of the Confidentiality Clause described in Clause 25.

The parties agree that in the event that Broadcaster commits a Material Breach, this may result in material loss and damages incurred or suffered by LiveMe which may not be quantifiable in consideration of the nature of LiveMe and its affiliates’ business. Therefore, under the circumstance that the quantification of such loss and damages are impractical, the Parties have mutually agreed that in the event of such Material Breach by Broadcaster, Broadcaster shall be obligated to pay LiveMe the amount equivalent to (a) five times of all the Compensations obtained by Broadcaster or (b) the amount of USD 100,000 (one hundred thousand United States dollars), whichever is higher, as liquidated damage.  IN ADDITION, ANY UNPAID COMPENSATION FROM LIVEME TO BROADCASTER WILL FORFEIT IMMEDIATELY.

20.Indemnification. Broadcaster will indemnify, defend, and hold harmless LiveMe and its affiliates, directors, officers, and employees from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: 1) any negligent, reckless, or intentionally wrongful act of Broadcaster or Broadcaster’s employees or agents; 2) any breach by Broadcaster or Broadcaster’s employees or agents of any of the covenants, warranties, or representations contained in this Agreement; 3) any failure of Broadcaster to perform under this Agreement in accordance with all applicable laws, rules, and regulations; (6) any violation or claimed violation of a third party’s rights resulting in whole or in part from the Broadcaster’s performance under this Agreement; (7)injuries to persons that occur on Broadcaster’s premises or premises under Broadcaster’s control; 6) any and all speeches, comments, performances made by Broadcaster on the Platform during broadcasting activities .

.

21.Notices. Service of all notices under this Agreement shall be sufficient if given by mail, email to the address set forth below or such other addresses as are designated by the Broadcaster, in writing, as provided below:

Broadcaster Name: [                          ]

Phone: [                          ]

Address : [                          ]

Email: [                          ]

Broadcaster LiveMe Account: [ LiveMe ID number ]

Any notice mailed or email pursuant hereto shall be deemed to have been given on the day it is mailed or emailed.

22.Assignment. This Agreement is not assignable by Broadcaster. LiveMe may transfer and assign this Agreement or all or any of its rights or privileges hereunder to any entity or individual without restriction. This Agreement shall be binding on all of the successors-in-interest and heirs. This Agreement sets forth the entire Agreement with respect to the subject matter hereof and may not be altered or amended except in writing signed by LiveMe and Broadcaster.

  1. Non-Solicitation.During the period commencing upon the Effective Date throughout the term of this Agreement and one year following the Termination Date, the Broadcaster shall not, directly or indirectly; (i) solicit or encourage any broadcaster to leave LiveMe platform or its Affiliates; or (ii) hire, on behalf of the Broadcaster or any other person or entity, any person who has left the LiveMe platform within the one year period following the termination of that person’s engagement with the LiveMe platform. During the period commencing on the date hereof through and ending one year following the Termination Date, the Broadcaster will not, whether for its own account or for the account of any other Person, intentionally interfere with the relationship of other broadcasters or its Affiliates with LiveMe, or endeavor to entice away from LiveMe or its Affiliates. Breach of this clause shall be deemed as Material Breach, which shall incur Broadcaster a liquidated damage as stated in Clause 19. IN ADDITION, ANY UNPAID COMPENSATION FROM LIVEME TO BROADCASTER WILL FORFEIT IMMEDIATELY.
  2. 2 Additional Documents. Broadcaster will upon request execute, acknowledge and deliver to LiveMe any and all documents LiveMe may deem necessary to evidence and effectuate all or any of LiveMe’s rights under this Agreement. Broadcaster hereby irrevocably appoints LiveMe as attorney-in-fact with full power to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents Broadcaster fails to execute, acknowledge and deliver. The appointment shall be a power coupled with an interest.
  3. 2 Confidentiality. “Confidential Information” means any proprietary information disclosed by or on behalf of LiveMe to Broadcaster, including without limitation, the LiveMe Materials and all other non-public marketing or technical information relating to the Platform. Confidential Information will not include any information that was publicly known and made generally available prior to the time of disclosure. Broadcaster will not disclose LiveMe’s Confidential Information to any third party without the prior written consent of LiveMe, except in connection with performing its obligations or exercising its rights under this Agreement. To the extent that Broadcaster discloses LiveMe’s Confidential Information to a third party as permitted under this Agreement, the Broadcaster will remain liable for any act or omission of that third party in connection with the Confidential Information as if it were an act or omission of the Broadcaster. Breach of the Confidentiality clause shall be deemed as Material Breach, which shall incur Broadcaster a liquidated damage as set forth in Clause 19. IN ADDITION, ANY UNPAID COMPENSATION FROM LIVEME TO BROADCASTER WILL FORFEIT IMMEDIATELY.
  4. 26. Force Majeure. If for any reason, such as strikes, boycotts, war, acts of God, labor troubles, riots, acts of terrorism or war, delays of commercial carriers, restraints of public authority, or for any other reason, similar or dissimilar, beyond LiveMe’s control, LiveMe and/or Platform shall be unable to use Broadcaster’s services during the Term of this Agreement, and/or use the Materials produced hereunder then the Term shall be automatically extended for an equivalent period, without any additional compensation due and payable to Broadcaster.
  5. 27. Governing Law; The laws of the State of California shall govern this Agreement, its validity, construction and effect. Any controversy or claim arising out of or relating to this agreement or any breech thereof shall be settled by arbitration in accordance with the Rules of JAMS venued in Los Angeles California; and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled to reimbursement for costs and reasonable attorney’s fees. The determination of the arbitrator in such proceeding shall be final, binding and non-appealable. In the event of any breach by LiveMe of this Agreement, the Broadcaster shall be limited to the Broadcaster’s remedy at law for damages, if any, and shall not have the right to terminate or rescind this Agreement or to enjoin or restrain in any way the production, distribution, advertising or exploitation of the Appearances or Materials.

28.Complete Agreement; Modification. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements. No waiver, modification, or addition to this Agreement shall be valid unless in writing and signed by the authorized representative of each party hereto.