Live It Earth Story Partner Terms v.1.0 updated June 2, 2022

1. Scope and Application

1.1 You hereby agree that as the individual entering into this Agreement (“You”) with Live It Earth Productions Inc. (“LiveIt.Earth”), and, if applicable, the organization or entity on whose behalf You are entering into this Agreement (“Your Company”), You and Your Company will be bound by these terms and conditions. Your and Your Company’s access and use of the following is governed by these Terms:

(1) the LiveIt.Earth platform, including its platform for content-delivery and interaction, the LiveIt.Earth app, the LiveIt.Earth website, and any other online property owned or controlled by LiveIt.Earth (collectively the “Platform”) and (2) the content created by LiveIt.Earth or made available by LiveIt.Earth on the Platform, which includes the proprietary programs and plans for delivering content (the “Content”). These Terms shall include and shall be deemed to have incorporated herein LiveIt.Earth’s Privacy Policy, available at www.liveit.earth/privacy, LiveIt.Earth’s Website Terms and Conditions, available at www.liveit.earth/terms, and, along with all terms set forth in the covering work statement to which these terms are attached or from which these terms are incorporated by reference (the “Work Statement”), represent the entire understanding between LiveIt.Earth and You and Your Company (the “Agreement”).

1.2 In the event that there is any conflict or inconsistency between these Terms and Conditions and those of the Work Statement, the terms of the Work Statement shall prevail solely to the extent of the conflict or inconsistency, unless specifically agreed otherwise in writing.

2. Proprietary Rights

2.1 Subject to Section 3 (Licensing and Transfers), You acknowledge that the Platform and/or Content comprises valuable proprietary content, works (including but not limited to literary, dramatic, musical, artistic, cinematographic, or graphical works, as well as performances and translations thereof), information, programs, methods, and other intellectual property that has been developed or acquired by LiveIt.Earth, all of which is protected by copyright, trade secret, trademark and other intellectual property laws. You hereby agree that such Content is strictly for You to use in association with the Platform on a restricted basis as set forth in this Agreement. You agree not to remove the Content or to distribute or publish the Content without LiveIt.Earth’s prior written consent, and to take all reasonable steps to prevent the removal, disclosure, and distribution of Content beyond the Platform, whether or not the Term has ended.

2.2 You agree and acknowledge that all right, title, and interest to any Content created by LiveIt.Earth pursuant to this Agreement shall be owned by LiveIt.Earth. To the extent that You have provided any subject matter to LiveIt.Earth in association with the creation or development of Content pursuant to this Agreement: (a) You hereby grant and confirm that you have granted to LiveIt.Earth, and warrant that, in respect of any third party rights that may subsist in such subject matter, you have obtained, any and all rights necessary for LiveIt.Earth to create the Content using your subject matter and to distribute it on the Platform, which includes the right to prepare derivative works therefrom as well as a waiver of any and all moral rights or other similar rights, except as provided below; (b) you hereby assign, confirm that you have assigned, and agree that you will assign, all rights in any derivative works based thereon to LiveIt.Earth, including the right to claim damages in respect thereof, and that you will execute any assignment or other document, at LiveIt.Earth’s liability and cost, that LiveIt.Earth may require in the future to register and/or enforce its rights in association with the Content or derivative works thereof; and (c) agree to indemnify and hold harmless LiveIt.Earth from any claims, damages, or assertions that the subject matter provided by you for the creation and development of any Content are subject to third-party rights, including obtaining LiveIt.Earth all rights necessary to allow LiveIt.Earth full enjoyment of its rights in the Content.

3. Use of Platform & Content: Licensing & Transfers

3.1 Subject to any licenses set forth in this Agreement, LiveIt.Earth grants. You, during the Term, a non-exclusive, non-transferable, revocable, limited license (without the right to sublicense – except as expressly permitted) to use the Platform and Content in the manner designed and to use these in accordance with the following, adherence to ALL of which is the responsibility of Your Company:

a. The Platform may only be used by You, employees of Your Company, and Authorized Users (defined below) to access the Content.

b. The Platform and Content may only be used for non-commercial and educational purposes, except as may be specified in the Work Statement.

c. You or Your Company may permit third-parties, solely for purposes that are educational or as set forth in the Work Statement, to view the Content solely via the Platform or as permitted in writing in the Work Statement (“Authorized Persons”), except that You agree that You shall remain responsible and liable for any act or omission by an Authorized Person that, if committed or omitted by You, would breach the terms of this Agreement.

d. None of You, Your Company, nor Authorized Persons may reproduce, distribute, broadcast, make available, or perform Content unless LiveIt.Earth has given written authorization for You to do so in this Agreement or otherwise in writing.

e. All original LiveIt.Earth notices (including copyright notices) must remain on the Content. LiveIt.Earth must be clearly attributed as the source of the Content or information extracted therefrom, including the following notice: “Copyright © 20xx Live It Earth Productions Inc. All rights reserved. Used under license and permission of Live It Earth Productions Inc.”

f. Use of the Platform in any manner that could damage, disable, overburden, access, reverse engineer, hack, or impair the Platform or any Content, or otherwise interfere with any third party’s use and enjoyment of the Platform or Content is prohibited.

3.2 Subject to any licenses set forth in this Agreement, LiveIt.Earth hereby grants You, during the Term, a non-exclusive, non-transferable, revocable, limited license (without the right to sublicense – except as expressly permitted in writing), to display the Content from the Platform for educational purposes, and for no commercial purpose or gain, unless expressly permitted in writing in the Work Statement.

3.3 LiveIt.Earth shall not own, and it shall make no claim of ownership to, any stories, discussions, performances (oral or otherwise), or other subject matter provided by You or Your representatives, or any other individual providing such subject matter in association with creating Content on behalf of You or Your Company, that is captured in any cinematographic or other work in connection with the development of any Content under this Agreement. LiveIt.Earth’s ownership rights shall be limited to the cinematographic or other work itself and LiveIt.Earth expressly waives and disclaims any rights it may have in the stories, discussions, performances (oral or otherwise), or other subject matter that LiveIt.Earth may capture during any Content creation.

4. Term and Termination

4.1 The initial term of this Agreement shall be for the period set forth in the Work Statement or, if not specified in the Work Statement, for a period of two-years. The Term will not renew thereafter unless You and LiveIt.Earth agree otherwise.

4.2 LiveIt.Earth may terminate this Agreement:

a. Upon 30 days’ written notice.

b. Immediately without notice if You become or are about to become bankrupt or insolvent, or You or any other third-party makes or is about to make a proposal, or other similar act, relating to the protection of Your Company from any creditors;

c. Immediately without notice upon unresolved breach of any term, other than Section 5 of these Terms or other payment-related term, should the breach remain unresolved for more than 14 days after notice of such breach by LiveIt.Earth;

  1. Upon 3 days’ notice upon a failure to make any payment owed to LiveIt.Earth or any other breach of Section 5 of these Terms or other payment-related term.

  2. Immediately after notifying You that LiveIt.Earth is unable to continue creating or contributing to Content, or making it available via the Platform, which, in LiveIt.Earth’s sole discretion, would conflict with the interests of its other actual or potential clients or the values of LiveIt.Earth or its shareholders, officers, or directors AND, after engaging in good faith discussions to continue providing Content creation or Platform access in a manner that would not conflict with such interests or values, You are unwilling or unable to continue the Agreement.

  1. You or Your Company will be charged for all fees due during the Term regardless of whether Your Company accesses or uses the Content during the Term, or whether LiveIt.Earth cancels this Agreement pursuant to Subsections 4.2.b., c, or d. In the event of a termination by LiveIt.Earth under Section 4.2.a. or 4.3.e., You agree to pay, and LiveIt.Earth agrees to only invoice for, amounts payable for services performed up to and including the date of termination. 

  2. Except as permitted otherwise, You and Your Company shall return all Content, including all excerpts and derivative works thereof, immediately upon the end of the Term or, if earlier, the date of termination.

Invoicing and Payment Terms

  1. Currency: All prices are quoted in Canadian dollars and do not include applicable taxes.

  2. Prices, taxes, etc.: If any tax, public charge, duty or tariff, or increase therein, is or shall be assessed or imposed on LiveIt.Earth, on the goods or services on any sale, delivery or other action taken hereunder, each such charge shall be paid by Your Company and shall be additional to any price quoted by LiveIt.Earth.

  3. Terms: All fees required to be paid under the Work Statement will be invoiced in advance, unless otherwise set out in the applicable invoice or Work Statement. Unless otherwise stated in the applicable order form or invoice, invoiced charges are due within thirty (30) days from receipt of invoice. Payment obligations are non-cancelable and fees paid are non- refundable.

Disclaimer of Warranties 

  1. LIVEIT.EARTH DOES NOT PROVIDE ANY WARRANTIES CONCERNING THE CONTENT OR THE PLATFORM, OR ANY SERVICES PROVIDED PURSUANT TO THIS AGREEMENT, EITHER EXPRESSLY OR IMPLIEDLY. LIVEIT.EARTH EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. THE SOURCES OF THE INFORMATION IN CONTENT MAY INCLUDE INFORMATION SUPPLIED BY YOUR OR BY THIRD PARTY INDIVIDUALS. LIVEIT.EARTH CANNOT AND DOES NOT GUARANTEE OR PROVIDE ANY WARRANTY OR ASSURANCE CONCERNING THE ACCURACY, VALIDITY, TRUTHFULNESS, OR COMPLETENESS OF ANY INFORMATION ON ITS PLATFORM OR OF CONTENT. 

  2. LIVEIT.EARTH WILL USE REASONABLE COMMERCIAL EFFORTS TO KEEP THE PLATFORM AVAILABLE FOR ACCESS ON A 24 HOUR A DAY, 7 DAY A WEEK BASIS, SUBJECT TO SCHEDULED DOWNTIME FOR MAINTENANCE PURPOSES, UNSCHEDULED MAINTENANCE, AND SYSTEMS OUTAGES. LIVEIT.EARTH RESERVES THE RIGHT, IN ITS SOLE DISCRETION, WITHOUT ANY OBLIGATION AND WITHOUT ANY NOTICE REQUIREMENT, TO CHANGE, IMPROVE OR CORRECT THE LIVEIT.EARTH PLATFORM AND CONTENT AND TO SUSPEND AND/OR DENY ACCESS TO THE PLATFORM FOR SCHEDULED OR UNSCHEDULED MAINTENANCE, UPGRADES, IMPROVEMENTS, OR CORRECTIONS. LIVEIT.EARTH CANNOT AND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE PLATFORM OR CONTENT OR THAT IT WILL BE FREE OF VIRUSES OR OTHER INFECTION OR HARMFUL COMPONENTS. LIVEIT.EARTH MAY CHANGE OR DISCONTINUE ANY ASPECT OF THE PLATFORM AND/OR CONTENT AT ANY TIME, EXCEPT AS EXPLICITLY REQUIRED IN THE WORK STATEMENT DURING THE TERM.

Limitation of liabilities & Indemnification

  1. LIVEIT.EARTH IS NOT LIABLE FOR ANY LOSS OR DAMAGE CLAIMED TO HAVE RESULTED FROM THE USE BY YOU OR YOUR COMPANY OF THE PLATFORM OR CONTENT FURNISHED BY LIVEIT.EARTH, REGARDLESS OF THE CIRCUMSTANCES. THIS INCLUDES, BUT IS NOT LIMITED TO, DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, AND LOSS OF PROGRAMS OR INFORMATION ARISING OUT OF THE USE OR INABILITY TO USE THE PLATFORM OR CONTENT. YOU AND YOUR COMPANY AGREE TO HOLD LIVEIT.EARTH HARMLESS FROM, AND TO INDEMNIFY IT FOR, ANY LOSS, COST, DAMAGE OR EXPENSE, INCLUDING REASONABLE ATTORNEYS' AND EXPERTS’ FEES, SUFFERED OR INCURRED BY LIVEIT.EARTH AS A RESULT OF, OR IN CONNECTION WITH YOUR OR YOUR COMPANY’S BREACH OF THIS AGREEMENT OR ANY CLAIM, SUIT OR ACTION BY ANY THIRD PARTY RELATING TO YOUR OR YOUR COMPANY’S USE OF THE PLATFORM AND/OR CONTENT. IN NO EVENT WILL LIVEIT.EARTH BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN WHEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES, WHETHER FOR A SINGLE OR MULTIPLE EVENTS, IN EXCESS OF THE AMOUNT ACTUALLY RECEIVED BY LIVEIT.EARTH UNDER THIS AGREEMENT DURING THE 3-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE SUCH CLAIM OR CLAIMS ARE FIRST COMMUNICATED TO LIVEIT.EARTH. YOU AND YOUR COMPANY AGREE THAT THESE LIMITATIONS ARE FAIR AND REASONABLE IN CONNECTION WITH THE ALLOCATION OF RISK BETWEEN THE PARTIES IN LIGHT OF LIVEIT.EARTH’S CHARGES FOR ITS SERVICES AND/OR ACCESS TO THE PLATFORM AND/OR CONTENT.

GENERAL

  1. This Agreement shall be governed by the laws of the Province of British Columbia, without giving effect to the principles of conflict of laws thereof, and supersedes all prior agreements or understandings, written or oral, among any of the parties relating to the subject matter hereof, and incorporates the entire understanding of the parties with respect to such subject matter. Any claim, dispute or controversy arising under, related to, or otherwise concerning this Agreement shall be litigated solely in the Provincial Courts or Federal Court located in Nelson, British Columbia. 

  2. This Agreement may be amended, supplemented, or waived only by a written or electronic document or communication signed or sent by the party against whom the amendment, supplement or waiver is sought to be enforced. In the event that any of the provisions contained in this Agreement shall, for any reason, be declared or held to be unlawful, unenforceable or otherwise invalid in any respect, such term or provision shall be deemed modified to the extent necessary to make it enforceable, and in no event shall such declaration or holding affect the validity of any other provision of this Agreement, all of which provisions shall continue in effect in accordance with their terms. 

  3. You and Your Company’s rights and obligations under this Agreement may not be assigned or transferred (by merger, operation of law or in any other manner) without the prior written consent of LiveIt.Earth, which consent may be withheld in LiveIt.Earth’ sole discretion acting reasonably. You acknowledge and agree that You have been authorized by Your Company to agree on Your Company’s behalf to accept and bind Your Company to this Agreement by clicking the on-line acceptance and/or by accessing the Platform and/or Content. 

  4. LiveIt.Earth shall not be liable for any loss or damage arising, directly or indirectly, through or as a consequence of, or any delay in the fulfillment of or failure to fulfill an order for any cause beyond LiveIt.Earth’ reasonable control including, without limitation, any act of God, government regulation or order, inability to obtain from or curtailment of LiveIt.Earth’ then existing sources of supply of energy, raw materials, or components, water shortage, explosion, fire, flood, civil commotion, terrorist act, war (whether or not declared), inability to obtain labor, lockout, strike, or other labor trouble. In any such event, LiveIt.Earth may terminate this Agreement in whole or in part, or delay performance thereunder, and shall give Your Company notice of such election. Your Company agrees to pay LiveIt.Earth for services rendered to up to and including the date of notice of such election, pro rata or the expired Term of the agreement to the date of such notice.