Terms of Use Agreement

https://youtu.be/-aUf0PetAU8

1. INTRODUCTION

SHOWLIVE

ARTIST’S TERMS OF USE

Welcome to Showlive. Please read these Terms of Use, which form the agreement between you and ARMCHAIR THEATRE (Pty) Ltd (Trading as SHOWLIVE), Reg. No 2019/467242/07(hereinafter referred to as Showlive.) We have intentionally kept the legalese to a minimum and only used technical legal language where absolutely necessary, because this is a service created by artists, not for lawyers, but for artists. These Terms of Use may be amended and updated from time to time, with notification by Showlive to you, and your continued use of Showlive comprises acceptance of these and any amended Terms of Use.

2. SERVICE

a) Showlive is a digital music streaming service and online content delivery platform. Showlive’s revenues comprise pay-per-view streaming ticket sales, on-demand video purchase, donations and subscriptions. Showlive is being made available to you and other selected musicians and performers for the purpose of making your performances, recordings and other content, available to the public by way of your own account on the platform (‘the Service’), and for you to collect the dominant share of resulting revenue created by such account, net after expenses.

b) For purposes of these Terms of Use, the term “content” includes, without limitation, any performances, affixations, audio and video files, musical works, literary works, musical sound recordings, artist submissions, articles, interviews, clips, information, data, meta-data, text, photographs, scripts and graphics, such as are made available by you on or through Showlive and its service providers.

c) The content to be made available on your Showlive account will be that selected by you, in your sole discretion, and may be directly streamed or uploaded by you at any time after inception of this agreement, without limitation of size or number of files.

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d) Showlive will provide you with a subscription and streaming template page, which may be used and varied by you within the scope, confines and technical limitations of the Service. Showlive may, at its option, curate, playlist or bundle your content with the content of other performers, in order to maximise the exposure of, and access to, your content, and may permit any curator to use his/her diescretion as to the inclusion or exclusion of your content on any such curator’s list, channel or platform.

e) You will be granted the right to use the Service and Showlive’s technical support infrastructure, in order to distribute your content. All servers, bandwidth and back-office operations, including technical support, will be provided by Showlive.

f) While the core Service to be provided is streaming, Showlive will also provide a download facility at your election, for any content selected by you for this distribution mode.

g) You may, at your election, agree to bundle your content with that of another artist or artists, provided that an agreement to that effect has been entered into by the artists concerned. Where such agreement exists, it must provide for payment splits and be sent to us, failing which each artist will, by default, be paid for his/her streams or downloads, as credited in the content’s title, and the payment provisions in 3 d) below will be pro-ratised.

h) You may withdraw your content, or part thereof, at any time. For operational purposes, however, you are requested to give Showlive at least 48 hours’ notice of your intention to do so.

i) The purpose of this agreement is to monetise your content through the use of Showlive’s streaming/download platform and the efficient payment systems of its service provider to generate subscription, pay-per-view, purchase and donation income. It is fully within your discretion to permit ‘free trial streaming’ of some or all of your content at your choice, but Showlive requests and advises you not to provide unpaid streaming services of any particular content for more than one week, in order to preserve the viability of your account and of the Service.

j) Showlive will provide you with accurate reporting and statements regarding the use of your account by your customers and the payments received. Showlive will also provide analytics and other statistical information regarding usage, that will be of use to you in guiding your marketing and other career strategies.

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k) You may brand your account/appearance on the Service as you wish, subject to the conditions set out below.

3. FEES AND PAYMENTS

a) Unless otherwise specifically provided, all payments, charges and receipts will be in South African Rands (ZAR.)

b) A standard, non-refundable set-up fee of R100.00 will be charged to you by Showlive for the creation of your account. Showlive may, from time to time, waive, reduce or increase this fee (for example, the set-up fee will be completely waived during the first year after the launch of the Service, at Showlive’s discretion.) This fee, where applicable, shall be charged in addition to the fees reflected below.

c) Where applicable, a monthly subscription fee may be charged to the customer for his/her right to access the content on your account. The amount of the monthly subscription fee will be determined by you in your sole discretion, and may be amended by you at any time. Subscription Fees will be debited on or around the first of every month, and are subject to 30 days’ cancellation by the subscriber.

d) Where applicable, a ‘pay-per-view’ fee, determined by you, will be charged to members of the public for password-protected access to your streamed live performances and recordings.

e) Where applicable, a purchase price determined by you will be charged for downloads of streamed performances or other content.

f) Where applicable, a donation feature will be included in live streams and on your account in general, in order to acquire voluntary payments by members of the public.

g) The fee split for pay-per-view, on-demand streaming, live streaming, subscription and download fees charged to customers shall be as follows: Showlive will retain 25% of all fees so paid (‘Showlive’s Share’). The remaining 75% (the ‘Artist’s Share’) will be paid to you after a R10.00 administration fee has been deducted by the payment provider in respect of each payment made to you. A surcharge will be charged additionally by Showlive to the customer in respect of each payment received, in order to cover the administration of such payment. This additional surcharge shall be R7.00 (where the transaction is for R125 or less) or 7% of

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the donation amount (where the transaction is for R126 or more.) By way of example and to illustrate the above, if R1000.00 is received in any given period for the streaming, download and pay-per-view accessing of your content, made up of ten transactions of R100.00 each, R250.00 will be paid to Showlive, and R740.00 will be paid to you, provided the income is distributed to you in one payment. Each customer combined will have paid an additional R7.00 (R70.00 combined) for the transactions, over and above the pay-per-view ticket/other transaction price.

h) The fee split for donation income will be as follows: 100% of this income shall be paid to you after a R10.00 administration fee has been deducted by the payment provider in respect of each payment made to you. Showlive will not take any share of donation income, but will charge the customer a surcharge. By way of example and to illustrate the above, if R1000.00 is received in any given period in the form of donations for the streaming of your content, R990.00 will be paid to you, provided the income is distributed to you in one payment. A surcharge will be charged additionally by Showlive to the customer in respect of each donation, in order to cover the administration of such donation. This additional surcharge shall be R7.00 or 7% of the donation amount, whichever is greater. Please do not abuse the donation facility. If, in Showlive’s discretion, you are abusing the donation facility by seeking to create donation income that could have been acquired as other income, in order to avoid sharing the income with Showlive, the donation feature will be removed from your account.

i) All infrastructural costs, including that of the e-commerce provider used by Showlive, will be borne by Showlive, subject to the above, and subject to the following proviso: if the outsourced e-commerce transaction fees, which vary from time to time, exceed 7% of the income generated by such transaction, Showlive will have the right to recover the excess from the Artist’s Share; further, if the payment administration fee of R10.00 per payment is increased by the payment provider, the increase shall be duly notified to you and deducted from the Artist’s share.

j) Showlive uses the services of an outsourced e-commerce service provider for its online payment processes. Subscription, download, pay-per-view and donation payments are paid directly into Showlive’s account with such provider, whereafter the provider will pay you and Showlive directly, after retaining the administration fees and deductions outlined above. While no warranties can be made regarding the time that will be taken for payments, Showlive estimates that your Net Artist’s Share should appear in your account within 5 working days of receipt by the provider after receipt of fees from customers accessing your content. We do our best to provide timely access to your funds, but you may occasionally

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experience delays due to circumstances out of our, or our provider’s, control. On the rare occasion that this happens, we will do our utmost to rectify the matter as soon as reasonably possible.

k) We will also address any payment issues such as fraud, charge-backs and resolution of payment disputes, as soon as they are brought to our attention, or that of our provider. When payments are delayed or blocked, we will try to communicate the reason to you as promptly as possible. If you have questions about a payment block, please contact us. In order to protect you (and Showlive), we may block subscribers’ payments if we, or our provider, believe them to be fraudulent.

l) No taxes or other deductions will be withheld from your payments, unless expressly required of us by any applicable law, or competent government authority. (We do not handle tax payments, but we are compelled to collect tax identification information and report this to tax authorities whenever legally required to do so.) Your personal and company taxes are to be administered and paid by you, and Showlive’s taxes will be administered and paid by Showlive. Neither party is responsible for the taxation or other financial responsibilities of the other party, and no contract of employment or other relationship exists between the parties, who are independent contractors.

m) Although it is a very rare occurrence, from time to time, activities like refunds can put your account balance into the negative. If your balance becomes negative, please do not remove your content until we have recovered those funds from future payments.

n) Depending on the fee-payer’s location, some banks may charge the payer a foreign transaction fee for his/her subscription, ticket, download, donation or other transaction. Showlive does not control this charge, but it is typically around 3%. Usually, the payer is notified of this and requested to make up the shortfall, if one exists. If the payer fails to do so and has therefore not paid the full amount due, he/she will not be granted access to the content, and the funds will not be distributed to you or to Showlive until the matter is rectified. This will not apply to donations.

o) Please remember that because you are using Showlive to raise funds, we could be held accountable for what you do with those funds if you are using them in an obviously illegal way. Please do the right thing.

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4. RIGHTS

Don’t worry – you are NOT signing away any of the rights to your music or other content. You are only permitting Showlive to use the obvious rights that are necessary for it to host the music and content that you upload, and to distribute it on your behalf (the legal stuff regarding this is to be found in 5h below.) By the same token, please be careful only to upload content that you own or control, or have permission to use. Be particularly careful when uploading cover versions. Showlive will not acquire any permissions, nor pay any third parties on your behalf. All your legal obligations in this regard are to be found in 5 below.

5. WARRANTIES AND DISCLAIMER

By uploading content to the Showlive Site, you warrant, verify and acknowledge that:

a) you own the copyrights in all sound recordings uploaded by you and are not restrained by any agreement, law, interdict, order, lien or other restriction from doing so; or you have acquired all necessary permissions and licenses from the owner (or other authorized party) to upload the sound recordings, which permissions and licenses shall not expire while the sound recordings are available on Showlive; and

b) you own the copyright in all audio-visual recordings (videos) uploaded by you and are not restrained by any agreement, law, interdict, order, lien or other restriction from doing so; or you have acquired all necessary permissions and licenses from the owner (or other authorized party) to upload the videos, which permissions and licenses shall not expire while the videos are available on Showlive; and

c) you own the copyright in all musical and literary works underlying the sound recordings and/or videos uploaded or streamed by you, and are not restrained by any agreement, law, interdict, order, lien or other restriction from uploading the sound recordings and/or videos of the works; or you have acquired all necessary permissions and licenses pertaining to the use of such musical and literary works, including but not limited to: mechanical licenses, synchronization licenses, public performance licenses, ‘making available’ licenses and ‘communication to the public’ licenses, where applicable, which permissions and licenses shall not expire while the works are being used on Showlive; and

d) you own the copyright in all photographs and other images uploaded by you and are not restrained by any agreement, law, interdict, order, lien or other restriction from doing so; or you have acquired all necessary permissions and licenses from the owner (or other

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authorized party) to upload the photographs and other images, which permissions and licenses shall not expire while the photographs and images are available on Showlive; and

e) (where applicable) you are entitled to perform any content that is made available by you on Showlive by way of live streaming, in which case all warranties made herein shall be applicable mutatis mutandis; and

f) you shall provide the appropriate meta-data for all content uploaded or streamed where applicable, and you shall be responsible for the completeness and accuracy thereof; and

g) you are not infringing or violating the rights of any third party including, without limitation, any privacy rights, publicity rights, copyrights, contractual rights, or any other intellectual property or proprietary rights. In consequence, you shall be liable for any amounts owing to, and any claims made by, any third parties in respect of the content uploaded by you, including but not limited to: authors, co-composers, copyright holders, neighbouring rights holders, publishers, recording companies, managers, arrangers, producers, performers (featured and non-featured), licensors, collective management organizations, investors and business partners, and you hereby absolve and hold harmless Showlive, as well as its owners, directors, associated individuals, associated companies and providers, from liability for any such claims by third parties; and

h) you are, by submitting an upload or stream, granting Showlive and its owners the non- exclusive right to facilitate the use of the content uploaded or streamed for the time for which the upload or stream appears or is made available, and for the purpose of the agreement between you and Showlive. Your grant of these rights, which include the rights of public performance, making available to the public, communication to the public, digital distribution, reproduction, transmission and playback, may be withdrawn by you at any time; and

i) you hereby grant Showlive the right to make 30-second clips of your content, and, at its discretion, to make such clips available to the public on any medium, for purposes only of marketing your Showlive content. Similarly, you shall have the right to market internet links to your Showlive content;

j) you are properly authorized, if using Showlive on behalf of a company, entity or organization, including but not limited to a record label, to use the Service. Where you are using Showlive on behalf of such an entity, you warrant that (a) you are an authorized

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representative of that entity and the recording artists represented by it, with the authority to bind it to these Terms of Use, and (b) you agree to bind such entity to these Terms of Use;

k) you indemnify Showlive and its associated companies, individuals, officers, directors, employees and providers, from all losses and liabilities, including legal fees, that may arise from this agreement/these Terms, or that relate in any way to your use of Showlive. Showlive reserves the right to cede or assign any action or defense to you, or, in its discretion, to take exclusive control over the defense of any claim covered by this clause, in which event you agree to assist Showlive in its defense. To the extent permitted by law, Showlive and its associated companies, individuals, officers, directors, employees and providers are not liable to you for any incidental, consequential or other damages arising out of these terms, or your use or attempted use of Showlive. To the extent permitted by law, Showlive’s liability for damages is limited to the amount of money it has earned through your use of Showlive. Showlive is specifically not liable for loss associated with delicts, unfulfilled benefits or losses caused by conflicting contractual agreements;

l) you must be 18 or over to use Showlive, or if you are not, you must have your guardian’s consent. You must also have a minor’s guardian’s consent to use the minor’s content or information on your account. If a guardian is assisting you, you will find a form on the Payment Page for your guardian/the minor’s guardian to fill in his/her information, and a declaration which will comprise his/her consent and assistance. If you consent to these Terms of Use and do not fill in the Guardian’s Details and Consent on the Payment Page, you are warranting that you are not a minor, that you are not under any curatorship or administration, and that you have full contractual capacity to enter into this agreement. You are also warranting that no content or information relating to an unassisted minor (including performance and composition credits) is being furnished by you.

6. CONDITIONS

a) You are responsible for all activity on your account. If you violate Showlive’s policies, we will have no alternative but to terminate your account without refund of any fees paid.

b) You may not post content or do any other thing on Showlive that is illegal, offensive or abusive towards others.

c) You may not do anything that abuses the Showlive Site in a technical manner.

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d) You may use Showlive’s copyrights and trademarks to promote your Showlive page, but may not use them for any other purposes without our permission. Please use the Showlive logo correctly and in high definition only. Showlive’s intellectual property is protected by copyright, trademark, patent and trade secret laws. Included in this intellectual property is the Showlive logo, the text on the Site, Showlive’s codebase, and its software. You may not use, reproduce, distribute, perform, publicly display or prepare derivative works of our intellectual property unless we give you permission in writing.

e) Just as you can terminate your account at any time, we also have the right to terminate or suspend your account, at our discretion. We will not do so without good reason, which may be requested in writing. If your account is suspended or terminated, we will consequently also cancel any subscriptions and other pending transactions and will remove any content, descriptions or benefits, at our discretion.

f) Showlive is provided “as is” and without warranty of any kind. Any warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranties are excluded to the extent permitted by law. These disclaimers of warranty also apply to our subsidiaries, affiliates and third party service providers.

g) South African law, excluding its conflict of law provisions, governs these Terms, your agreement with Showlive and all of Showlive’s policies. If any dispute, mediation, arbitration or other process arises as a consequence of this agreement, both parties consent to the jurisdiction and location of the courts and tribunals in Cape Town, South Africa.

7. PERSONAL DATA AND PRIVACY POLICY

a) Showlive’s Privacy Policy will protect your personal data and information to the full extent required by law and good practice. This policy does not apply to companies or individuals that Showlive does not own or control, nor or to individuals that Showlive does not employ or manage.

b) ‘Personal Data’ means any data related to an identified or identifiable individual. By accessing or using the Service, you acknowledge that you accept the practices and policies outlined in this Privacy Policy.

c) Showlive may collect artist information, such as the name, username, password, e-mail address, photograph or other likeness, settings, associations between artists and

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subscribers, purchase/subscription history, and any other information you provide in connection with your artist account. Showlive may also collect the financial information provided by you, such as your credit or debit card number, bank account number, and billing and shipping address. This information is collected only for the purpose of processing by Showlive’s payment provider, as is necessary to complete your transactions. Showlive may also receive information about your transactions, including the date, time and duration.

d) Showlive may collect your personal artist information, such as your biography, location, and profile as provided by you, and it may collect subscriber information such as the provided name, e-mail address, country of residence and zip/postal code. This information will be collected for your benefit, and to provide analytical information to you.

e) Showlive may collect e-mails and messages, including receipts, newsletters, and support contact, only insofar as they pertain to your Artist account. Showlive may also collect activity information, such as application logs, page visits, streaming data, usage information, data files, information collected by cookies, IP addresses, browser information, and metrics generated in the normal operation of Showlive.

f) Showlive may use an analytical tool (such as Google Analytics) to collect and process analytical data about users of Showlive in general, and of your content and your Artist account. The latter information will be kept private and shared only with you, as part of the Service. It may also be used, however, to assist Showlive in operating, evaluating and improving the Service and its business in general, including developing new products and services;

g) Showlive will, through its payment provider, use your information to process subscription, pay-per-view and other payments, to transfer the Artist’s Share to you, to provide the required statements, statistics, and reports to you, to perform accounting, auditing, billing, reconciliation and collection activities, and to respond to your inquiries;

h) Showlive will use your information: to perform data analyses and data aggregation, all of which will be provided to you as part of the Service; to comply with law enforcement requests and other legal obligations; to maintain or create current and prospective service engagements, partnerships or vendor relationships (including payment processing and technical support); to apply and enforce Showlive’s Terms of Use and other agreements; to protect the rights, property, and safety of Showlive, its employees, its users or others; to take measures to prevent fraud/money laundering and reduce credit risk; to comply with industry

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standards and Showlive’s policies; to achieve other agreed outcomes, after providing you with specific notice at the time of collection of the information; when it is legally obliged to do so; and when it is necessary to do so to ensure and improve the safety, security and performance of Showlive’s products and services.

i) Showlive will only store your Personal Data for as long as it is necessary for the fulfillment of the purpose for which it was collected, unless otherwise required or authorized by applicable law. Showlive will never rent nor sell your Personal Data to anyone.

j) Showlive will use reasonable physical, managerial, and technical security measures to protect your Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access, including by its employees and service providers, but Showlive cannot warrant the privacy or integrity of your information beyond the taking of its own reasonable business measures. It is your responsibility to assist Showlive in protecting the security of your data by selecting and appropriately protecting your password/s, by limiting access to your account, by signing out when the account is not in use, and by taking all reasonable measures to protect your own information and hardware.

k) You may add or update your information on Showlive, including your username and password, e-mail address, and artist profile information, at any time. Where required by law, we will obtain your prior consent at the time of collection, for certain processing of Personal Data, such as for marketing purposes. If we rely on your consent for the processing of your Personal Data, you have the right to withdraw your consent at any time and, when you do so, this will not affect the lawfulness of the processing done before your consent withdrawal.

l) Subject to applicable law, you have the right to: obtain confirmation that Showlive holds Personal Data about you, request access to and receive information regarding such Personal Data, receive copies thereof, exercise your right to data portability, update and correct inaccuracies in your Personal Data, object to or restrict the processing of your Personal Data, and have such information blocked, anonymized or deleted, as appropriate.

m) If you provide us with any Personal Data relating to another individual, you should make sure that such sharing and our further use as described to you from time to time, is in accordance with applicable laws, or takes place with that person’s consent. It is your responsibility to duly inform that individual on the processing of her/his Personal Data and obtain her/his consent, as may be necessary under applicable laws.

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n) Showlive will not collect any data (including performer/composer credits) pertaining to children under 18 years of age without guardian’s consent. Where you intend to submit information pertaining to a person under the age of 18, it is your responsibility to ensure that such guardian’s consent has been given. A form has been provided to you for this purpose, on the following page. If Showlive learns that it has collected any Personal Data from you regarding children under 18 without appropriate consent, Showlive’s management will promptly take steps to delete such information and, where necesary, terminate the account.

o) In order to properly provide the Service, Showlive may transfer your Personal Data to recipients in countries other than the country in which the data was originally collected. The laws in those countries may not offer the same level of data protection as the country in which the data was initially provided. When Showlive transfers your Personal Data to recipients in other countries, it will protect the data as described in this Privacy Policy.

8. NEXT STEPS

After you indicate that you have read and understood these Terms of Use, you will be taken to the Payment Page, where you will be asked to enter your details and additional information (where required), to make your deposit payment and to enter your account details for payment of the Artist’s Share to you.

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Privacy Policy

Who we are

Our website address is: https://showlive.co.za

What personal data we collect and why we collect it

Comments

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Analytics

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How long we retain your data

If you leave a comment, the comment and its metadata are retained indefinitely. This is so we can recognize and approve any follow-up comments automatically instead of holding them in a moderation queue.

For users that register on our website (if any), we also store the personal information they provide in their user profile. All users can see, edit, or delete their personal information at any time (except they cannot change their username). Website administrators can also see and edit that information.

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If you have an account on this site, or have left comments, you can request to receive an exported file of the personal data we hold about you, including any data you have provided to us. You can also request that we erase any personal data we hold about you. This does not include any data we are obliged to keep for administrative, legal, or security purposes.

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Visitor comments may be checked through an automated spam detection service.

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Additional information

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What data breach procedures we have in place

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Industry regulatory disclosure requirements

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