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Reseller Agreement

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THIS RESELLER AGREEMENT ("Agreement") is entered into as of the last date signed below, ("Effective Date") by and between Steady Brand LLC, a Texas limited liability company located at 209 E Ben White Blvd, Ste 205, Austin, TX 78704 ("Steady Brand") and , a located at ("Reseller").

WHEREAS, Steady Brand is the owner and/or licensee of certain technology, products and services relating to the streaming, production, distribution and hosting of digital media, audio, video, and other brand service solutions; and

WHEREAS, Reseller desires to be a reseller of certain Steady Brand products and services and to make such products and services available to third party end customers ("End-Users").

NOW, THEREFORE, in consideration of their mutual promises contained herein and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, the parties agree as follows:

Definitions.

Products and Services: The ("Products and Services") shall mean any hardware, software, platforms, technology, audio, digital media, or video made available to Reseller, whether manufactured, licensed, created, or otherwise provided by Steady Brand or its third party suppliers ("Suppliers" or "Third Party Products").

Territory: The ("Territory") shall mean the United States of America and Canada.

End-User: An ("End-User") shall mean any commercial establishment purchaser of the Product(s) from the Reseller for whom the Product is designed and who does not intend to resell the Product(s) to a third-party.

1. APPOINTMENT.

1.1 Reseller Appointment. Subject to the terms and conditions of this Agreement, Steady Brand hereby appoints Reseller, and Reseller hereby accepts appointment, as a non-exclusive reseller of the Steady Brand Products and Services to market, sell, and distribute Steady Brand Products & Services to End-Users located in the Territory.

1.2 Independent Contractor. Reseller shall conduct its business for its own account, as an independent contractor, in its own name, and not as an agent, employee, partner or joint venturer of Steady Brand. Except as expressly provided in this Agreement, Reseller has no authority to enter into any agreements or arrangements on behalf of or in the name of Steady Brand and has no authority to bind or obligate Steady Brand. Reseller is solely responsible for its business activities.

2. TRADEMARKS AND TRADE NAMES. During the term of this Agreement, Steady Brand grants to Reseller, and Reseller grants to Steady Brand, a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the other party's name and logo as provided by each party to the other party (the "Marks") for the sole purpose of promoting their relationship and fulfilling their responsibilities under this Agreement. Neither party may modify, sublicense or create new marks arising from or relating to the other party's Marks (or any mark confusingly similar thereto). Except for the limited right to use the Marks as set forth in this Section 2, nothing contained in the Agreement shall be construed to grant to a party any right, title or interest in or to any Marks of the other party.

3. OBLIGATIONS OF THE PARTIES.

3.1 Steady Brand Obligations.

3.1.1 Marketing Materials. Steady Brand may provide Reseller marketing materials to enable Reseller to promote the Steady Brand Products and Services to End-Users. Steady Brand retains all right, title and interest in and to its marketing materials. Steady Brand may make such marketing materials available on its Reseller Portal.

3.1.2 Demo Account(s). Steady Brand, at its sole discretion, will provide Reseller with demo accounts for the purpose of showcasing solutions to prospective and current End-Users. Demo Products may not be resold without consent of Steady Brand and when granted will become subject to the fees set out in Section 4.1. Demo Products are subject to their respective Terms of Service. The Product or Services may include or operate in conjunction with Third-Party Products. Steady Brand will identify to Reseller all Third-Party Products that Steady Brand may include in or that are required for use with any deliverable on or prior to delivery of the relevant deliverable and provide to End Users: (a) a copy of all documentation and third-party license agreements relating to such Third-Party Products as are available to Steady Brand; or (b) website or other information specifying where End Users can access such documentation and third-party license agreements. All Third-Party Products are provided pursuant to the terms and conditions of the applicable third-party license agreement. Reseller and End Users shall comply with all such third-party license agreements and any breach by Reseller or End User thereof will be deemed a breach of this Agreement.

3.1.3 Onboarding and Support. Onboarding is included for Reseller at the beginning of the Agreement, and account support is available for Reseller to maintain a thorough understanding of available products and resources.

3.1.4 Steady Brand Products and Services. Steady Brand will fulfill orders placed by Reseller pursuant to this Agreement and provide the Steady Brand Products and Services to the Reseller for their End-Users.

3.2 Reseller Obligations.

3.2.1 Promotion. Reseller will use commercially reasonable efforts to endorse and promote Steady Brand Products and Services to potential End-Users at its sole cost and expense. In connection with Reseller's promotion of the Steady Brand Products and Services, Reseller must provide to Steady Brand upon request, any artwork, advertisements, editorial copy, educational content, newsletters, promotional materials, order forms, selling aids, websites, displays and materials, and other materials Reseller may use in connection with the marketing or sale of Steady Brand Products and Services, or that contain Steady Brand Marks.

3.2.2 End-User Pricing. Reseller will obtain orders from End-Users for Steady Brand Products and Services and provide orders to Steady Brand as set forth in Section 3.2.3. Reseller may determine the price it charges End-Users in its sole discretion, except as outlined in Exhibit A when third-party providers set their pricing. Reseller shall pay Steady Brand the Fees for the Steady Brand Products and Services described in each order and in accordance with Section 4.

3.2.3 Orders. Reseller shall submit orders for Steady Brand Products and Services to Steady Brand through the Reseller Portal for the applicable End-User (an "Order" or "Orders"). All Orders are subject to acceptance or rejection by Steady Brand in its sole discretion. Steady Brand may reject an Order if (i) the End-User is an end customer of another reseller (ii) the Order is inaccurate or does not conform to this Agreement, or (iii) as otherwise determined by Steady Brand in its sole discretion.

3.2.4 Account Management. Reseller shall maintain accurate End-User account information with the Steady Brand Reseller Portal to ensure billing for and licensing of Steady Brand Products and Services reflect current active and inactive accounts.

3.2.5 Representations and Warranties to End-Users. Reseller shall make no representations, warranties or guarantees on behalf of Steady Brand to End-Users or to any third party. If Steady Brand makes representations or warranties to End-Users, they will be as provided in Steady Brand's Terms of Service.

3.2.6 Standard of Care. Reseller shall conduct its business in a professional manner that reflects the highest standard of care within its industry and reflects favorably at all times on the Steady Brand Products and Services, and on Steady Brand's goodwill and reputation. Reseller shall avoid deceptive, misleading or unethical practices. Reseller shall make no false or misleading representations regarding Steady Brand Products and Services. Reseller shall not solicit or fill Orders from any person or company that engages in, or that Reseller reasonably believes engages in illegal or deceptive trade practices or any other practices prohibited by the laws, regulations or practices of any applicable federal, state or local authority.

3.2.7 Non-Disparagement. Reseller shall not directly or indirectly engage in any action that tends to disparage, dilute the value of, or reflect negatively on Steady Brand or Steady Brand Products and Services.

3.2.8 Third-Party Products. The Product or Services may include or operate in conjunction with Third-Party Products. All Third-Party Products are provided pursuant to the terms and conditions of the applicable third-party license agreement and/or third-party reseller agreement. Reseller shall communicate to End-Users any obligations that are required by Suppliers in order for End-Users to comply with such third-party license agreements and/or such third-party reseller agreements as outlined in Exhibit A.

3.2.9 Terms and Conditions. Reseller shall only sell to End-Users that comply with and shall be responsible for causing all End-Users using or accessing the Products or Services and any Products or Services provided by Suppliers to be bound by the restrictions set forth on Exhibit A, as may be amended from time to time. Suppliers shall be third-party beneficiaries of the rights and protections set forth in this Agreement.

3.2.10 Insurance. During the term of this Agreement and for one year thereafter, Reseller shall maintain the following insurance policies from insurer(s) acceptable to Steady Brand: (i) commercial general liability insurance including products and completed operations coverage written on an occurrence basis with minimum limits of one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) annual aggregate; coverage can be provided in a combination of primary and excess liability limits; (ii) errors and omissions insurance in the minimum amount of one million dollars ($1,000,000) per claim and one million dollars ($1,000,000) annual aggregate; and (iii) such other policies as Steady Brand may reasonably request from time to time ("Policies"). All such Policies shall name Steady Brand as an additional insured party and shall be primary to any of Steady Brand's insurance policies. The Policies shall not be canceled without at least thirty (30) days advance written notice to Steady Brand. Reseller will promptly provide Steady Brand with certificates of insurance evidencing the Policies and thereafter, any changes to the Policies that materially impact this Agreement.

4. PAYMENTS.

4.1 Reseller Payments. Reseller shall invoice and collect fees from End-Users. Steady Brand shall charge Reseller for all Fees, in accordance with the Fees specified in the current fee schedule available in the Reseller Portal and the Orders submitted by Reseller under Section 3.2.3.

4.2 Payment Terms. Reseller agrees to provide Steady Brand with valid and updated credit card or ACH information or alternative document reasonably acceptable to Steady Brand. If Reseller provides credit card or ACH information to Steady Brand, Reseller authorizes Steady Brand to charge such credit card or ACH payments for recurring services (Section 4.2.1) and for one-time purchases (Section 4.2.2) for the duration of this Agreement. Reseller will provide complete and accurate billing and contact information to Steady Brand and notify Steady Brand of any changes to such information. Reseller shall pay Steady Brand pursuant to this Section 4.2 regardless of whether End-User timely pays Reseller.

4.2.1 Recurring Services. Recurring services are paid monthly in advance of use by End-User. Reseller is responsible to review active accounts prior to each billing cycle to ensure accuracy. There are no refunds, partial or otherwise, for prepaid services.

4.2.2 One-time Purchases. Orders for hardware, accessories, creative services, or any non-recurring items will be paid for by Reseller when the order is placed unless other terms have been pre-arranged and approved by Steady Brand.

4.2.3 Commission Payments. Certain Products & Services may earn Reseller a one-time or recurring commission that is paid quarterly via ACH. Reseller will supply all forms, including ACH and W9 forms, along with any other forms reasonably required by Steady Brand to provide payment. Reseller hereby agrees that commissions will not be considered earned and no payment will be made unless all forms are accurately completed and provided to Steady Brand.

4.3 Disputes. If Reseller disputes any Fees, Reseller must notify Steady Brand within 30 days of the date of the charge or invoice date, whichever is earlier. Charge disputes not made within the allotted time frame will be deemed accepted by Reseller.

4.4 Late Fees. Steady Brand may charge a late fee of 1.5% per month on any fees not paid when due. Steady Brand is entitled to recover overdraft, insufficient funds, or other administrative burden charges related to failed or returned payments.

4.5 Suspension. If Reseller fails to pay Orders or Recurring Services Fees when due, Steady Brand may take any or all of the following action(s) until such amounts overdue are cured or satisfactory arrangements have been made: (i) Reseller's access to the Reseller portal may be suspended; (ii) End-User Services may cease to function; (iii) invoke Termination of this agreement as outlined herein (Section 5.2.1). Steady Brand is not responsible for adverse consequences, damages or liability for the Reseller or its End-Users, resulting from any act of suspension as it relates to non-payment of charges due.

4.6 Taxes. Reseller shall collect and pay all sales or use taxes or duties assessed, levied, imposed or collected by any country, state or political subdivision thereof, or any municipality therein, arising from the resale of Steady Brand Products and Services. Reseller shall provide and maintain a valid state resale certificate to Steady Brand. Steady Brand will pay no taxes of any kind on Reseller's behalf.

5. TERM AND TERMINATION.

5.1 Term The term of this Agreement (the "Initial Term" commences on the Effective Date and continues thereafter for a period of three (3) years, unless and until sooner terminated as provided in this Agreement. Upon expiration of the Initial Term, this Agreement automatically renews for additional successive three (3) year terms unless either party provides written notice of nonrenewal at least 60 days prior to the end of the then-current term (each a "Renewal Term" and together with the Initial Term, the "Term"), or unless sooner terminated as provided herein.

5.2 Termination.

5.2.1 Either party may terminate this Agreement for convenience upon ninety (90) days prior written notice.

5.2.2 This Agreement may be terminated immediately upon written notice by either party if the other party: (i) becomes insolvent; (ii) makes an assignment for the benefit of creditors; (iii) files or has filed against it a petition in bankruptcy or seeking reorganization; (iv) has a receiver appointed, (v) institutes any proceedings for liquidation or winding up, or (vi) if Reseller breaches any provision of this Agreement, and either the breach cannot be cured or, if the breach can be cured, it is not cured by Reseller within ten (10) days after Reseller's receipt of notice of such breach.

5.3 Effects of Termination.

5.3.1 Upon termination of this Agreement for any reason, Reseller shall immediately cease representing itself as a reseller of Steady Brand Products and Services, and shall: (i) cease marketing, promoting and selling Steady Brand Products and Services; (ii) cease using Steady Brand Products and Services and any other intellectual property of Steady Brand, including the Marks; (iii) discontinue use of and immediately return to Steady Brand, or destroy upon Steady Brand's request, all materials provided by Steady Brand relating to Steady Brand Products and Services and all of Steady Brand's Confidential Information.

5.3.2 Survival. Sections 3.2.7 ("Non-Disparagement"), 5.3 ("Effects of Termination"), 6 ("Disclaimer of Warranties"), 7.2 ("Reseller Indemnity"), 8 ("Liability Limitation"), and 9 ("General Provisions") will survive termination of this Agreement for any reason as well as other provisions of this Agreement that must survive to fulfill its essential purpose.

6. WARRANTIES AND DISCLAIMER OF WARRANTIES.

Steady Brand represents and warrants that it will provide the Steady Brand Products and Services in accordance with generally accepted industry standards. Reseller shall not service, repair, modify, alter, replace, reverse engineer, or otherwise change the Products or Services it sells to End Users. THE SOLE REMEDY FOR A BREACH OF THIS WARRANTY IS THAT STEADY BRAND WILL USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE RESELLERS WITH AN ERROR CORRECTION OR WORK-AROUND THAT CORRECTS THE REPORTED NON-CONFORMITY.

STEADY BRAND HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES WITH RESPECT TO STEADY BRAND PRODUCTS AND SERVICES AND MAKES NO CLAIM THAT STEADY BRAND PRODUCTS AND SERVICES ARE COMPATIBLE WITH ANY COMBINATION OF OTHER SOFTWARE OR HARDWARE RESELLER MAY CHOOSE TO INCLUDE IN ANY SYSTEM. STEADY BRAND'S LIMITED WARRANTY DOES NOT APPLY TO ANY PRODUCTS OR SERVICES THAT HAVE BEEN SUBJECTED TO ABUSE, MISUSE, NEGLECT, NEGLIGENCE, ACCIDENT, IMPROPER TESTING, IMPROPER INSTALLATION, IMPROPER STORAGE, IMPROPER HANDLING, ABNORMAL PHYSICAL STRESS, ABNORMAL ENVIRONMENTAL CONDITIONS, OR USE CONTRARY TO ANY INSTRUCTIONS ISSUED BY STEADY BRAND OR HAS BEEN RECONSTRUCTED, REPAIRED, OR ALTERED BY PERSONS OTHER THAN STEADY BRAND.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, STEADY BRAND PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS AND STEADY BRAND EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING STEADY BRAND PRODUCTS AND SERVICES OR RELATED TECHNOLOGY OR PROFESSIONAL SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON- INFRINGEMENT OF THIRD PARTY RIGHTS.

7. INDEMNITY. Reseller will indemnify, defend and hold harmless Steady Brand, its officers, directors, shareholders, employees, representatives, agents customers, affiliates, successors and assigns (each a "Steady Brand Indemnitee") against all damages, claims, liabilities, losses and other expenses that arise out of or relate to: (i) Reseller's breach of this Agreement; or (ii) any negligent or more culpable act or omission of Reseller or its agents (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement. In the event Reseller fails to promptly indemnify and defend such claims and/or pay a Steady Brand Indemnitee's expenses, as provided above, such Steady Brand Indemnitee shall have the right to defend itself, and in that case, Reseller shall reimburse such Steady Brand Indemnitee for all of its reasonable attorneys' fees, costs and damages incurred in settling or defending such claims within sixty (60) days of their incurrence.

8. LIMITATION OF LIABILITY.

EXCEPT FOR OBLIGATIONS TO MAKE PAYMENTS UNDER THIS AGREEMENT, RESELLER'S LIABILITY FOR INDEMNIFICATION, OR LIABILITY FOR BREACH OF CONFIDENTIALITY, IN NO EVENT WILL EITHER PARTY OR THEIR REPRESENTATIVES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE STEADY BRAND PRODUCTS AND SERVICES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR OBLIGATIONS TO MAKE PAYMENT UNDER THIS AGREEMENT, IN NO EVENT SHALL STEADY BRAND'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO STEADY BRAND UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF STEADY BRAND'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

THE LIMITATION OF LIABILITY SET FORTH ABOVE IS CUMULATIVE; ALL PAYMENTS MADE FOR ALL CLAIMS AND DAMAGES SHALL BE AGGREGATED TO DETERMINE IF THE LIMIT HAS BEEN REACHED. THE PARTIES AGREE THE ABOVE LIMITATION OF LIABILITY REFLECTS AN ALLOCATION OF RISK BETWEEN THE PARTIES IN VIEW OF THE FAVORABLE FEES BEING CHARGED BY STEADY BRAND RELATIVE TO THE STEADY BRAND PRODUCTS AND SERVICES.

9. GENERAL PROVISIONS

9.1 Assignment; Binding Effect. Neither party may assign this Agreement, in whole or in part, and Reseller may not use any sub-resellers, without Steady Brand's prior written consent, except that Steady Brand may assign this Agreement without the Reseller's consent in the case of a merger, reorganization, acquisition, consolidation, or sale of all, or substantially all, of its assets ("Change of Control"). This Agreement will inure to the benefit of and bind the parties' respective successors and permitted assigns.

9.2 Attorney Fees. In the event that any suit or action is instituted under or in relation to this Agreement, the prevailing party may recover fees, costs and expenses, including such reasonable fees and expenses of attorneys and accountants, including fees, costs and expenses of appeals.

9.3 Compliance with Laws. Reseller will comply with applicable laws and regulations in performing its obligations under this Agreement. Steady Brand will comply with applicable laws and regulations in performing its obligations under this Agreement and in its provision of Steady Brand Products and Services to any End-User.

9.4 Confidentiality. Each party (the "Disclosing Party") may from time to time during the term of this Agreement disclose to the other party (the "Receiving Party") certain Confidential Information, as defined below. The Receiving Party shall not disclose the Confidential Information of the Disclosing Party and shall protect the Confidential Information using the same degree of care which the Receiving Party ordinarily uses with respect to its own Confidential Information, but in no event with less than reasonable care. The Receiving Party shall not use the Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement and shall limit the disclosure of the Confidential Information of the Disclosing Party to the employees or agents of the Receiving Party who have a need to know such Confidential Information and who are, with respect to the Confidential Information of the Disclosing Party bound in writing by confidentiality terms no less restrictive than those contained herein. "Confidential Information" means any non-public or proprietary information of the Disclosing Party disclosed to or received by the Receiving Party in writing or orally, whether or not marked as confidential, including but not limited to product information, product plans, research, development or know-how, personnel, copyrightable material, trademarkable material, patentable material, client lists, trade secrets and the terms of this Agreement. Confidential Information may also include the information of a third party initially disclosed to the Disclosing Party under an obligation of confidentiality. Confidential Information does not include any information that the Receiving Party can establish: (i) was in the public domain prior to the time of disclosure to the Receiving Party by the Disclosing Party; (ii) becomes publicly known after disclosure to the Receiving Party through no action or inaction of Receiving Party; (iii) is in the possession of the Receiving Party, without confidentiality restrictions, at the time of disclosure to the Receiving Party by the Disclosing Party as shown by Receiving Party's written records; or (iv) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided, however, that the Receiving Party shall provide prompt notice thereof to the Disclosing Party and shall use best efforts to obtain a protective order or otherwise prevent public disclosure of such information.

9.5 Press Releases. Neither party will originate any press release or other announcement concerning the relationship between the parties or the transactions described in this Agreement without the prior written consent of the other party, whose consent shall not be unreasonably withheld.

9.6 Counterparts. This Agreement may be executed in counterparts and by facsimile or .pdf attached to email, all of which shall constitute an original and one and the same instrument with the same force and effect as though each of the parties had executed the same document.

9.7 Entire Agreement; Amendment; Waiver. This Agreement together with its Exhibits is the entire agreement between the parties with respect to its subject matter and supersedes any prior or contemporaneous agreements, negotiations and communications (whether written or oral) regarding such subject matter. This Agreement may only be amended by a written document executed by the parties. No waiver shall be binding unless executed in writing by the party making the waiver.

9.8 Further Assurances. Each party agrees to perform such further acts and execute and deliver such further agreements or instruments as the other party may reasonably request, to consummate, evidence or confirm the agreements contained in this Agreement.

9.9 Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, without regard to conflicts of law principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Travis County, in the State of Texas, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.

9.10 Notice. Any notice under this Agreement will be in writing and delivered by personal delivery, express courier, confirmed facsimile, confirmed e-mail, or certified or registered mail, postage prepaid and return receipt requested. Notices will be deemed to be effective upon personal delivery, one (1) day after deposit with express courier, five (5) days after deposit in the mail, or upon confirmation of receipt of facsimile or e-mail. Notices will be sent to a party at the address set forth in its signature block or such other address as that party may specify in writing.

9.11 Force Majeure. The parties shall not be liable for the nonperformance of any of their obligations hereunder, except nonpayment of amounts due, if such nonperformance is occasioned by any war, government regulation or restriction of action, strike, accident, natural disaster, epidemic, terrorism, civil commotion, labor disputes, "acts of God" or the public enemy or similar causes beyond the reasonable control of the parties.

9.12 Injunctive Relief. The parties acknowledge and agree that the parties would suffer immediate and irreparable harm and that monetary damages would be inadequate if a party violated or threatened to violate the sections of the Agreement related to Confidential Information and the parties' respective intellectual property. In any such instance, each party shall be entitled to injunctive relief in addition to all other remedies that may be available without notice to the other party and without the requirement of posting a bond.

9.13 No Third Party Beneficiaries. Except as provided herein, this Agreement shall not be enforceable by any third party beneficiary.

9.14 Severability. If any provision of this Agreement is deemed unenforceable, illegal or invalid by a court of competent jurisdiction, such provision will be interpreted to accomplish the objectives of the parties to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

9.15 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

EXHIBIT A

RESTRICTIONS

MUSIC STREAMING SERVICES:

Reseller must communicate and enforce that End-Users comply with:

Reseller shall not sell, assign, give away, pledge, reproduce, copy, record, dub, duplicate, alter, edit, modify or damage in any manner the Products or Service.
End-User shall not transmit or use the Product or Service outside of the defined Service Area(s).
Copyright fees are only paid for use of the Service within the United States of America and Canada.
Copyright fees do not provide for use of the Products or Service whereby the music can be used in conjunction with physical activity, including (but not limited to) dancing, skating, instructed physical activity such as fitness classes, or similar forms of activity.
Copyright fees do not provide for use of the Products or Service in places where an admission fee is charged, including (but not limited to) sporting events, theme parks and nightclubs with a "cover" charge.
Copyright fees do not provide for use of the Products or Service in hotel rooms or similar facilities for personal accommodation.

ATMOSPHERE TV SERVICES

If End-User purchases the Atmosphere TV Services through Reseller landing page, Reseller must communicate and enforce that End-Users comply with:

End-Users must sign up on Atmosphere TV's customer portal in order for Reseller to be eligible for a commission payment. End-Users will be subject to Atmosphere TV's Terms of Service.
End-Users with a Basic Plan must play a minimum of forty (40) hours per month of Atmosphere TV content. Reseller must communicate with End-Users that (i) failure to play the minimum amount of Atmosphere TV per month will result in a $20 fee to End-User and (ii) failure to return any Atmosphere device at the end of an End-User's TV service may result in a $200.00 charge to End-User. These charges may be subject to change by Atmosphere TV at any time.
Reseller will not resell or attempt to resell to any End-User that is
1. a current Atmosphere TV customer as listed at https://atmosphere.tv/map;
2. a former Atmosphere TV customer in active dialogue with Atmosphere TV;
3. a prospective customer in active dialogue with Atmosphere TV; or
4. otherwise rejected or terminated by Atmosphere TV.
Reseller may attempt to resell to any former Atmosphere TV customer that is not in active dialogue with Atmosphere TV. Reseller has up to sixty (60) days from first contact to finalize such sale. If Reseller fails to finalize such sale within sixty (60) day period, then Atmosphere TV has the right to recapture such customer.
Reseller may request a pre-clearance for proposed customers. Atmosphere TV has the right to reject any proposed customer.
Atmosphere TV may provide Reseller with Atmosphere advertising, marketing and promotional material. Reseller will not create any marketing materials or create an Atmosphere-branded page that is reasonably likely to cause confusion that it is an official page owned and/or operated by Atmosphere TV.

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IN WITNESS WHEREOF, the parties execute this Agreement as of the Effective Date.

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Signed by Ron Schott
Signed On: September 23, 2022

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August 5, 2021 1:55 pm CDT

Reseller Agreement Uploaded by Ron Schott - better@steadybrand.com IP 136.41.96.103