Terms of Service

Last updated: September 1, 2023

This Subscription and Services Agreement ("Agreement") governs your subscription for and use of the Services, including any Free Trials or Free Services. You and Shootsta are each a "Party" to the Agreement, collectively the "Parties".

By either (a) clicking a box or button indicating acceptance, or (b) executing an Order Form that references this Agreement, or (c) using Free Services, you accept the terms of the Agreement, which shall be deemed effective concurrent with the date of your acceptance (the "Effective Date"). This Agreement shall continue until all subscriptions hereunder have expired or have been terminated. The individual accepting this Agreement on behalf of a company or other legal entity shall be deemed to have the authority to bind such company or entity and its Affiliates to the Agreement.

We reserve the right, in our sole discretion, to make changes or modifications to the terms of this Agreement. Any changes or modifications to the terms of this Agreement will be effective upon the renewal of your subscription, which shall be effectuated by either (a) clicking a box or button indicating acceptance, or (b) executing an Order Form that references the revised version of the Agreement, or (c) continuing to use Free Services on or after the "last updated" date of the Agreement.

The terms of the Agreement apply to the exclusion of any other terms that you may seek to impose or incorporate, or that may be implied by law, trade custom, practice or course of dealing.

Unless otherwise defined herein, defined terms used in this Agreement shall have the same meaning as are ascribed to such terms in Shootsta's Fair Use Policy ("Fair Use Policy") and Data Protection and Privacy Policy ("Privacy Policy").

1. Definitions

• "Add-on Services" means supplementary one-time products or services purchased by you that are not included as part of the subscriptions.
• "Affiliate" means any entity that directly or indirectly controls, or is controlled by, the subject entity. For the purpose of this definition, control means having the right or ability to exercise or procure the exercise of more than 50% of the voting rights of such entity. Affiliate also includes any directors, officers, members, managers, agents, partners, and/or employees of the subject entity.
• "After-sales support" refers to the support provided by Shootsta to the Customer after the sale of the equipment.
• "Beta Services" means Shootsta's products, services, or functionality designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description, which may be made available to you to try out at no additional charge.
• "Content" means Customer Content, Enhanced Content and/or Shootsta Content.
• "Customer Content" means all audiovisual material, documents, files, instructions, specifications, requirements, codes, samples and other information and materials provided by the Customer to Shootsta in relation to the performance of the Services.
• "Customer", "you" or "your" means (a) in the case of an individual accepting this Agreement on his or her own behalf, such individual, or (b) in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and, if applicable, Affiliates of that company or entity which has entered into Order Forms.
• "Documentation" means the written or electronic documentation, images, video, text or sounds specifying the functionalities or limitations of the Platform and/or Services, provided or made available by Shootsta to you in the applicable Shootsta help center(s) or site(s). Documentation includes without limitation Shootsta's Fair Use Policy and Privacy Policy, as updated from time to time. However, Documentation excludes any user-generated content or forums as provided or accessible through such knowledge base(s).
• "Enhanced Content" means audiovisual material, files, and/or output processed and developed for the Customer by Shootsta in connection with the Services (as more fully described in the Documentation).
• "Free Services" means Services that Shootsta provides to you at no charge during part or all of the term of the Agreement or underlying subscription. Free Services exclude Services offered under a Free Trial.
• "Free Trial" means Services that Shootsta provides to you at no charge for a limited duration, as determined by Shootsta.
• "Intellectual Property" means without limitation all patents, designs, algorithms, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights.
• "Manufacturer" refers to the company that manufactured the equipment.
• "Order Form" means an ordering document or online order through Shootsta's Website or portal completed by the Customer that specifies the Services the Customer wishes to obtain hereunder, including any addenda and supplements hereto.
• "Platform" means Shootsta's proprietary software application as found at the site https://app.shootsta.com, including any sub-applications contained therein.
• "Professional Services" means consulting services and expertise provided in relation to (without limitation) training, setup, implementation, and/or usage of the Services.
• "Services" means the products and/or services, as are further described in the Documentation, ordered by the Customer on an Order Form. For the avoidance of doubt, Services shall include Free Services, Beta Services, Free Trials, Add-on Services, and Professional Services (as applicable), but Content and Third-Party Applications are expressly excluded.
• "Shootsta", "we", "us", or "our" means the company or legal entity described in the section "Shootsta Contracting Entity, Notices, Governing Law, and Venue" below, and, if applicable, its Affiliates.
• "Shootsta Content" means all audiovisual material, documents, files, instructions, specifications, requirements, codes, samples and other information, materials and/or elements provided by Shootsta or our Service Providers (as defined in the Privacy Policy) to the Customer in connection with the Services, including without limitation soundtracks, images, and video footage. Shootsta Content expressly excludes Enhanced Content.
• "Third-Party Application" means a web-based, mobile, offline, or other software application or functionality that interacts with a service that is provided by the Customer or a third party. Shootsta will identify and notify to the Customer all Third-Party Applications that are not provided by the Customer.
• "Virtual means" refers to support that is provided by Shootsta to the Customer through electronic means, such as email, help centre, blog, live chat or similar.
• "Warranty claims" refers to any claims made by the Customer for damage or faulty equipment.
• "USD" means United States Dollar, the lawful currency of the United States.
• "User" means an individual accepting these terms on his or her own behalf, or an individual who is authorized by a company or other legal entity to use a Service, and to whom you (or, when applicable, Shootsta at your request) have supplied a user identification and password (for authentication to use Services).
• "Website" means https://shootsta.com and associated web pages.

2. Shootsta's Responsibilities

2.1 Provision of Services

Shootsta will provide the Services in accordance with laws and regulations applicable to the Services and their provision thereof, and subject further to Shootsta's Fair Use Policy. We will endeavour to make the Services that are automated and do not require the input of Shootsta personnel available 24 hours a day, 7 days a week, on a commercially reasonable basis, except for: (a) planned downtime (for which Shootsta shall use all reasonable endeavours to give advance notice), and (b) unavailability caused by force majeure events, including without limitation pandemics, natural disasters, natural hazards, acts of government, acts of terror, strikes, lockouts or other industrial disputes (whether involving Shootsta's or any other Party's workforce), failures of utility services, transport or telecommunications networks, wars, riots, civil commotions, malicious damages, compliance with law or governmental orders, rules, regulations or directions, defaults of suppliers or subcontractors, failures in functionality of Third-Party Applications, and denial-of-service attacks.

If you subscribe to a Free Trial, Shootsta will provide applicable Service(s) to you on a trial basis, free of charge, until the earlier of (a) the end of the Free Trial period, or (b) the start date of any paid subscriptions ordered by you for such Service(s), or (c) termination by Shootsta at its sole discretion.

2.2 Protection of Personal Data and Content

Shootsta will protect your Personal Data (as defined in the Privacy Policy) and privacy in accordance with the Privacy Policy. Shootsta will make your Content available to you for export or download for up to thirty (30) days after the effective date of termination or expiration of the Agreement, after which we will have no obligation to maintain or provide your Personal Data or Content and will delete or destroy all copies of your Personal Data or Content in our systems or in our possession, unless legally prohibited from doing so. If you are using any of the Services on a Free Trial basis, any Personal Data provided or Content created during your Free Trial will be permanently lost unless you (a) purchase a subscription to the same Services as those covered by the trial, (b) you purchase applicable upgraded Services, or (c) you export your Personal Data and Content before the end of the trial period. The Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of its Personal Data to Shootsta for the duration and purposes of the Agreement so that Shootsta may lawfully use, process and transfer the Personal Data in accordance with the Agreement on the Customer's behalf.

2.3 Additional Features

Shootsta will notify you of supplemental terms or alternate terms and conditions, if applicable, prior to your activation of any additional features. The activation of additional features by you in your account will be considered acceptance of the applicable supplemental terms or alternate agreement where applicable.

2.4 Modifications

You acknowledge that Shootsta may modify the features and functionality of the Services during the term of the Agreement. Shootsta shall provide you with commercially reasonable advance notice of deprecation of any material feature or functionality caused by any such modifications.

2.5 New Releases

Shootsta may from time to time issue new releases of its Platform, or parts of it. Unless Shootsta notifies the Customer otherwise, each new release will be backwards compatible with previous releases and will incorporate any additional modifications and enhancements which were contained in the previous releases issued to the Customer. Each new release will be subject to the terms of the Agreement and Order Form.

3. Customer's Responsibilities

3.1 Acceptable Use

By using our Services, you represent and warrant that: (a) you will not use the Services for any illegal or unauthorized purpose, including without limitation competitive or benchmarking activities, (b) all information you submit will be true, accurate, current, and complete, (c) all Users of the Service through your account are authorized by you and will comply with the Agreement, Documentation, and Order Forms, and with the terms of use of any Third-Party Applications, (d) you will make commercially reasonable efforts to prevent unauthorized use of the Services and Content, and notify Shootsta promptly of any such unauthorized access or use, and (e) your use of the Services will not violate any applicable law or regulation. If you or your Users breach any of the foregoing provisions, we will provide you with reasonable notice and opportunity to rectify the situation, and, in the absence of a rectification within the timeframe given, we may suspend the Services immediately or exercise our rights of termination as outlined in the "Termination" section below.

3.2 Removal of Content and Third-Party Applications

Upon Shootsta's request, you agree to promptly remove, modify, or delete Content or Third-Party Applications that violate applicable law, third-party rights, or terms of the Agreement. If you fail to comply, or if in our reasonable judgment continued violations are likely to occur, we may disable the applicable Content, Services and/or Third-Party Application. Upon our request, you shall confirm in writing your compliance with Shootsta's deletion and discontinuance request and Shootsta shall be authorized to provide a copy of such confirmation to any applicable or relevant third party or government authority. Moreover, Shootsta may discontinue your access to any Content or Third-Party Applications that we reasonably conclude violates applicable law or third-party rights.

3.3 Equipment

Unless otherwise specified in an Order Form, all equipment sold to you by Shootsta as part of the Services provided under the Agreement shall remain the property of the Customer. All warranty claims are governed by the individual item/s manufacturer policies. Shootsta is not liable for any damage or faulty items. Shootsta will, to the best of its ability, endeavor to direct you to an appropriate after-sales support channel, which may include their direct supplier. General support for any equipment sold to you by Shootsta will be provided and available through Professional Services and virtual means.

3.4 Free Services

Shootsta may provide Services to you during the term of the Agreement at no charge. These Free Services may be provided to you without charge up to certain limits as described in the Documentation. Usage over the specified limits may require you to purchase additional Services. Shootsta reserves the right to terminate your access to Free Services, in part or in whole, without notice and at its sole discretion, and we will not be liable to you or any third party for such termination.

3.5 Beta Services

From time to time, Shootsta may make Beta Services available to you at no charge. You may choose to use such Beta Services at your sole discretion and risk.

3.6 Free Trial

You will be deemed to have understood and familiarized yourself with the features, functionality, limits, and Documentation of any of the Services that Shootsta provides to you through a Free Trial before subscribing for any such Service.

Notwithstanding the "Representations, Warranties, Exclusive Remedies and Disclaimers" section below and "Indemnification" section below, Free Services, Beta Services, and/or Services provided under a Free Trial are provided "as-is" without any warranty and Shootsta shall have no indemnification obligations nor liability of any type with respect to Free Services, Beta Services, and/or Services under the Free Trial unless such exclusion of liability is not enforceable under applicable law in which case Shootsta's liability with respect to the Services provided during the Free Trial shall not exceed USD 1,000.00. Without limiting the foregoing, Shootsta and its Affiliates and its licensors expressly disclaim any representation or warranty that: (a) Customer's use of the Free Services, Beta Services, and/or Services under the Free Trial will meet Customer's requirements, (b) Customer's use of the Free Services, Beta Services, and/or Services under the Free Trial will be uninterrupted, timely, secure or free from error, and (c) usage data provided during the Free Trial period will be accurate. Notwithstanding anything to the contrary in the "Limitation of Liability" section below, Customer shall be fully liable under this Agreement to Shootsta and its Affiliates for any damages arising out of Customer's use of the Services during the Free Trial period, any breach by Customer of the Agreement and any of Customer's indemnification obligations hereunder.

3.7 Subscriptions

Unless otherwise provided in the applicable Order Form or Documentation, (a) Services and access to Content are purchased as subscriptions for the term stated in the applicable Order Form, (b) subscriptions for Services may be added during a subscription term at the same pricing as the underlying subscription pricing, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. You agree that your purchases are not contingent and you are not relying on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Shootsta regarding future functionality or features.

3.8 Usage Limits

Services and Content may be subject to usage limits specified in the Order Forms and/or Documentation. If you exceed a contractual usage limit and any efforts to keep your usage within the contractual limits are not successful, you will be required to execute an Order Form for additional quantities of the applicable Services or Content promptly upon Shootsta's request, and/or pay any invoice for excess usage in accordance with the "Invoicing and Payment" section below.

4. Third-Party Products and Services

4.1 Third-Party Products and Services

Shootsta or third parties may provide access to (i.e. through a marketplace, partnership, resale agreement, or otherwise) Third-Party Applications, equipment, implementation, and other consulting services. Shootsta does not warrant and will not support any third-party products or services that you purchase or to which you subscribe, regardless of whether they are designated by Shootsta as "certified", unless expressly provided otherwise in an Order Form. Furthermore, Shootsta is not responsible for any disclosure, modification, or deletion of your Data resulting from access by any third-party products or services.

4.2 Integration with Third-Party Applications

Notwithstanding that the Services may contain features that are designed to interact with Third-Party Applications, Shootsta provides no warranty in relation to the reliability or availability of such Third-Party Applications and you shall not be entitled to any compensation from Shootsta if they cease to be reliable or available.

5. Fees and Payment

5.1 Fees and Charges

You will pay all fees and charges specified in the applicable Order Form. Except as provided in the Agreement or otherwise agreed in writing, (a) fees are based on Services and Content purchased and not actual usage, (b) payment obligations are non-cancellable and fees and charges paid are non-refundable, and (c) any quantities of Services or Content or usage amounts purchased at the outset cannot be decreased during the term of the relevant subscription.

5.2 Invoicing and Payment

You will provide Shootsta with complete, accurate, and up-to-date billing, contact, and payment information, and any other documents required by you or your company to process payments to Shootsta hereunder, including without limitation a valid purchase order, bank account details, and/or credit card information, and will promptly notify Shootsta of any changes to such information. If you provide credit card information to Shootsta, you authorize Shootsta to charge such credit card for any and all Services purchased during the term of the Agreement. Payments for all subscriptions shall be made in advance in accordance with the billing frequency stated in the applicable Order Form. Payments owed by you will not be conditional on Shootsta providing evidence of delivery of any Service. Add-on Services and Professional Services provided by Shootsta in a given month will be invoiced at the end of that month. Unless otherwise stated in the Order Form, all invoices are due and payable within thirty (30) days from the invoice date.

5.3 Charges for Overdue Invoices

If any charge owed by you is 15 days or more overdue, Shootsta may, without limiting its other rights and remedies, (a) accelerate your unpaid fee obligations under the Agreement(s) so that all such obligations become immediately due and payable, and/or (b) suspend the Services until any outstanding amounts are paid in full, and/or (c) require future subscription renewals and Order Forms to be on payment terms more favourable to Shootsta than those specified in the "Invoicing and Payment" section above. Suspension of Services due to delinquent payment(s) shall not reduce or eliminate your contractual obligation to pay the full Subscription fees and charges.

5.4 Taxes

Shootsta's fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including by way of example, value-added, goods and services, sales, use, or withholding taxes, assessable in any jurisdiction whatsoever (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchases hereunder. If Shootsta has the legal obligation to pay or collect Taxes for which you are responsible, Shootsta will invoice you and you will pay that amount unless you provide Shootsta with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, you are solely responsible for any of the stated taxes or levies. If you are required by law to withhold an amount due to Shootsta in connection with this Agreement, you agree to provide Shootsta with a government notice or tax opinion to this effect, and to cooperate with Shootsta to discern and comply with the applicable withholding law, or to claim an exemption therefrom or refund thereof.

6. Proprietary Rights and Licenses

6.1 Reservation of Rights by Shootsta

Subject to the limited rights expressly granted hereunder, Shootsta, on behalf of itself, its Affiliates, and its licensors, as the case may be, reserves all rights (including all related Intellectual Property rights), title, and interest in and to the Platform, the Services and Shootsta Content (including any Shootsta Content incorporated within Enhanced Content). No rights are granted to you hereunder other than as expressly set forth herein.

6.2 Rights of Customer

Rights, title, and interest in and to Customer Content, including all related Intellectual Property rights, belong to and remain with the Customer and its Affiliates at all times. Rights, title, and interest in and to Enhanced Content (including all related Intellectual Property rights other than in relation to Shootsta Content) vest in the Customer upon creation.

6.3 Shootsta's License to You

Insofar as legally permitted to do so, Shootsta, on behalf of itself, its Affiliates, and its licensors, grants you an individual, non-exclusive, non-transferrable, worldwide, perpetual, irrevocable, royalty-free license to use, an unlimited number of times, Shootsta Content licensed to the Customer through our Platform or in connection with the Services, including any Shootsta Content that may be incorporated within any Enhanced Content. For these purposes, Shootsta will use all commercially reasonable efforts to procure any requisite licenses from any third parties.

6.4 Your License to Shootsta

You grant Shootsta, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any Customer Content, Third-Party Applications and program code created by or for you using any of the Services or for use by you with the Services, and your Data, each as appropriate for Shootsta to provide and ensure proper operation of the Services and associated systems in accordance with the Agreement. If you choose to use a Third-Party Application with a Service, you grant Shootsta permission to allow the Third-Party Application and its provider to access your Data as appropriate for the interoperation of that Third-Party Application with the Platform or relevant Service. Subject to the limited licenses granted herein, Shootsta acquires no right, title, or interest from you or your licensors under the Agreement in or to any of your Data, Third-Party Application or program code.

You grant Shootsta and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by you or Users relating to the operation of Shootsta's Platform or our Services.

7. Confidentiality

7.1 Confidential Information

"Confidential Information" means, regardless of the form of disclosure or the medium used to store it, all information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"), including without limitation, (a) all business, marketing, operational, technical, economic or financial knowledge, information or data of the Disclosing Party, (b) the Disclosing Party's Intellectual Property, (c) the Services, Content, and Documentation, (d) Personal Data, (e) all Order Forms, including pricing, and (f) any other information that should be reasonably understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information excludes any information that (a) was public knowledge at the time such Confidential Information was first disclosed to the Receiving Party (other than as a result of a breach of confidentiality by any third person under an obligation to maintain the confidence of the disclosed information), (b) the Receiving Party can demonstrate is known to it at the time of receiving such information, (c) the Receiving Party can demonstrate is furnished to it by a third party as a matter of right and without restriction on disclosure, or (d) is developed by the Receiving Party independently and without reference to the Confidential Information.

7.2 Protection of Confidential Information

Except as expressly provided in the Agreement, the Receiving Party:

• shall keep confidential and use all reasonable endeavours to procure that its Affiliates and/or any Users keep confidential all Confidential Information received, and shall (a) only use the Confidential Information for the purposes and within the scope of the Agreement, (b) not disclose to any other person or entity any Confidential Information, and (c) not use any Confidential Information to compete with or obtain any commercial advantage over the Disclosing Party and/or its Affiliates;
• covenants and agrees to (a) prevent the dissemination, circulation and supply of Confidential Information or any part thereof to any third party and (b) take all reasonably necessary action to prevent unauthorised use or disclosure of and to protect the confidentiality of the Disclosing Party's interests in the Confidential Information;
• (a) may make the Confidential Information available only to those third parties that have a need to know such information so as to enable either Shootsta or the Customer to carry out their obligations under the Agreement, (b) shall procure that such persons to whom Confidential Information is disclosed agree to be bound by the terms of the Agreement and (c) shall be responsible for any disclosure or use of Confidential Information by them that does not comply with the terms of the Agreement. Confidential Information shall at all times remain the property of the Disclosing Party.

7.3 Mandatory Disclosure

The obligations of confidentiality in the Agreement do not apply to the extent disclosure is required by law or order of a relevant court of law, the listing rules of a stock exchange, or direction of any government or statutory or regulatory authority with authority to regulate or direct either or both Parties, provided that the Receiving Party shall (a) give prompt notice of the requirement of disclosure to the Disclosing Party, (b) to the extent lawful and practicable to do so prior to disclosure, consult with the Disclosing Party as to the disclosure requirement with a view to agreeing the extent, content and timing of the disclosure; and (c) restrict the disclosure to the information expressly required to be disclosed.

7.4 Publication

Neither Party shall make or allow any public statement or advertisement in connection with the Agreement, or regarding the other Party, without the prior written consent of the other Party, or as required to comply with any applicable law. However, Shootsta may refer to you as a customer in its promotional materials, provided any reference to you or the nature or terms of the Agreement are approved by you in your sole discretion before the publication or dissemination of the promotional material.

8. Representations, Warranties, Remedies and Disclaimers

8.1 Representations

Each Party represents that it has validly entered into the Agreement and has the legal authority to do so.

8.2 Shootsta Warranties

Shootsta warrants that during the term of a subscription (a) the Agreement, the Order Forms and the Documentation will accurately describe the administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your Data, (b) Shootsta will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) subject to the "Integration with Third-Party Applications" section above, Shootsta will not materially decrease the overall functionality of the Services. For any breach of a warranty set out herein, your exclusive remedies are those described in the "Termination" and "Refund or Payment upon Termination" sections below.

8.3 Disclaimers

Except as expressly provided herein, Shootsta makes no warranty of any kind, whether express, implied, statutory or otherwise, and specifically disclaims and waives all implied warranties and guarantees, including any implied warranty of merchantability, fitness for a particular purpose, uninterrupted or error-free operation, compatibility, freedom from viruses, or non-infringement to the maximum extent permitted by applicable law with respect to the Services, Free Services, Beta Services, Free Trials and the Content. All Shootsta services hereunder are provided "as is" and as available, and exclusive of any warranty whatsoever. Users do not have any direct or indirect remedy against us with respect to any warranty given in the Agreement.

9. Indemnification

Each Party (the "Indemnifying Party") shall indemnify the other Party (the "Indemnified Party") and its Affiliates against any and all third-party liability directly arising from or in connection with: (a) gross negligence on the Indemnifying Party's part; (b) the Indemnifying Party's violation of any third-party rights (including third-party Intellectual Property rights or privacy rights). In addition, you agree to indemnify Shootsta and its Affiliates against any and all third-party liability directly arising from or in connection with your use of the Services in any way contrary to the Agreement.

Should the Indemnified Party seek indemnification under the Agreement, it will (a) give the Indemnifying Party prompt written notice of the claim, (b) tender to the Indemnifying Party control of the defence and settlement of the claim, and (c) cooperate with the Indemnifying Party in defending or settling the claim. The Indemnified Party will have the right to participate at its own expense in any indemnification action or related settlement negotiations using counsel of its own choice. The Indemnifying Party may not consent to the entry of any judgment or enter into any settlement that adversely affects the rights or interests of the Indemnified Party without the Indemnified Party's prior written consent, which may not be unreasonably withheld.

10. Limitation of Liabilities and Warranties

10.1 Limitation of Liability

To the extent permitted by law, the aggregate liability of each Party together with all of its Affiliates arising out of or related to the Agreement shall not exceed the total amount paid by you and your Affiliates hereunder for the Services giving rise to the liability in the twelve (12) months preceding the first incident out of which the liability arose. The foregoing will apply whether an action is in contract or tort and regardless of the cause of liability and whether damages were foreseeable. Shootsta shall have no liability for any damage caused by errors or omissions in any information, content, instructions or scripts provided to Shootsta by the Customer in connection with the Services, or any actions taken by Shootsta at the Customer's direction.

10.2 Exclusion of Certain Losses

To the extent permitted by law, neither Party nor its Affiliates shall have any liability arising out of or related to the Agreement for any lost profits, lost revenues, lost goodwill, lost business, lost data, loss of use, lost management time, loss from business interruption, loss for failure to realise expected savings, costs of reconstructing or restoring data, or indirect loss, special loss, incidental loss, consequential loss, cover loss, or punitive damages, howsoever arising.

10.3 No Warranty or Liability

Shootsta will not provide warranties or be liable for defects or deficiencies in Services which are caused by (a) the use of the Services for a purpose other than their intended purpose, (b) the misuse or abuse of the Services, (c) any defect or deficiency arising as a result of any Customer equipment or systems, where that equipment or system is not under the control of Shootsta in the performance of its obligations under the Agreement, (d) any configuration or reconfiguration by the Customer of the Services or other equipment with which the Services interface which is not approved by Shootsta (acting reasonably and promptly), (e) any negligent or wrongful act or omission of the Customer, or (f) any force majeure events as set forth in the section "Provision of Services" above.

10.4 Exceptions to Limitations and Exclusions

Notwithstanding anything to the contrary, the limitations and exclusions of liability in this "Limitation of Liabilities and Warranties" section shall not apply to limit (a) the Customer's payment obligations under the Agreement, (b) a breach of confidence, (c) a breach by the Customer or User of the provisions contained in the section "Acceptable Use" of the Agreement, (d) claims or liability for personal injury (including death), or (e) liability based on fraudulent misrepresentation or fraud.

11. Term and Termination

11.1 Term of Purchased Subscriptions

The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, your subscriptions, the Agreement and any unused portions of the Services, where applicable, will expire at the end of the relevant term of the subscription. A new Order Form to effect a renewal of the subscription must be executed prior to the relevant subscription's expiration in order to avoid interruption or cessation of Services. Except as expressly provided in the applicable Order Form, the charges for the renewal of subscriptions will be at the applicable list price in effect at the time of the renewal. Any renewal in which subscription volume or subscription length for any Services has decreased from the prior term will mean re-pricing at renewal without regard to the prior term's per-unit pricing.

11.2 Termination

A Party may immediately terminate the Agreement for cause by written notice to the other Party (a) if the other Party has materially breached the Agreement and failed to remedy the breach within thirty (30) days of being notified in writing of the breach, or (b) immediately upon written notice to the other Party if the material breach is one that by its nature cannot be remedied, or (c) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

11.3 Refund or Payment upon Termination

If the Agreement is terminated by you for cause, Shootsta will refund you any prepaid fees covering the portion of Services of all Order Forms that remain unused after the effective date of termination. If the Agreement is terminated by Shootsta for cause, you shall pay any unpaid fees for Services already rendered prior to the effective date of termination and Shootsta shall not refund any prepaid fees for unused portions of the Services. For the avoidance of doubt, the unused portion of any Services shall be the lower of the remaining quantity of Services purchased or the remaining term of the subscription as at the effective date of termination.

11.4 Consequences of Termination

On termination of the Agreement, (a) all licences granted under the Agreement also terminate, and we are entitled to remove access to any software supplied as part of the Services, (b) any rental equipment and documentation supplied as part of the Services must be returned to Shootsta within 15 days of termination of the Agreement at your cost, and (c) all software and coding supplied by us as part of the Services must be removed and deleted from your systems. However, any accrued rights or liabilities of either Party are not affected by termination of the Agreement.

11.5 Surviving Provisions

The sections and clauses titled "Free Services," "Fees and Payment," "Proprietary Rights and Licenses," "Confidentiality," "Disclaimers," "Indemnification," "Limitation of Liabilities and Warranties," "Refund or Payment upon Termination," "Removal of Content and Third-Party Applications," "Surviving Provisions" and "General Provisions" will survive any termination or expiration of the Agreement, and the section "Protection of Personal Data and Content" will survive any termination or expiration of the Agreement for so long as Shootsta retains possession of your Personal Data and/or Content.

12. General Provisions

12.1 Export Compliance

Each Party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (a) each party represents that it is not named on any U.S. government or any other appropriate national government authority's list of persons or entities prohibited from receiving exports, and (b) you shall not permit Users to access or use Services in violation of any U.S., EU, or other appropriate jurisdiction's export embargo, prohibition or restriction countries.

12.2 Anti-Corruption

Each Party warrants that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other Party in connection with the Agreement. For the avoidance of doubt, reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

12.3 Entire Agreement and Order of Precedence

The Agreement is the entire agreement between the Parties regarding the Services and Content, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter and shall apply to the exclusion of any agreement or terms submitted by either Party. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) the Agreement, and (3) the Documentation. Titles and headings of sections of the Agreement are for convenience only and shall not affect the construction of any provision hereof.

12.4 Waiver

No failure or delay by either Party in exercising any right under the Agreement will constitute a waiver of that right.

12.5 Severability

If any provision of the Agreement is held by a court of competent jurisdiction to be unenforceable the remaining provisions of the Agreement will remain in effect. If any provision or part-provision of the Agreement is deemed deleted by a court of competent jurisdiction, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

12.6 Assignment

Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party's prior written consent (not to be unreasonably withheld); provided, however, either Party may assign the Agreement in its entirety (including all Order Forms), without the other Party's consent to an Affiliate of such Party or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if you are a business and you are acquired by, sell substantially all of your assets to, or undergo a change of control in favor of, a direct competitor of Shootsta, then Shootsta may terminate the Agreement upon written notice. In the event of such a termination, Shootsta will refund you any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

12.7 No Partnership or Agency

Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including without limitation the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

12.8 Third-Party Rights

The Agreement does not confer any rights on any person or Party other than the parties to the Agreement and, where applicable, their respective successors and permitted assigns.

12.9 Shootsta Contracting Entity, Notices, Governing Law, and Courts

Unless otherwise stated on the Order Form, the email address to which you should direct notices under the Agreement, the law that will apply in any dispute arising out of or in connection with the Agreement, and the courts that have jurisdiction over any such dispute, depend on the Shootsta entity entering into the Agreement (as stated on the Order Form), and are set out in the table below. Accordingly, each Party to the Agreement submits to the exclusive jurisdiction of the courts of the relevant jurisdiction listed below in respect to any dispute under the Agreement, and the Agreement is to be construed in accordance with, and any matter related to it is to be governed by, the laws of relevant the jurisdiction listed below.

12.10 Manner of Giving Notice

Except as required by law, all notices related to the Agreement will be in writing, in English, and delivered electronically, and will be effective upon the day of sending by email, unless the sender receives a delivery receipt indicating the email was not delivered to its recipient. Billing-related notices to you will be addressed to the relevant billing contact designated by you. All other notices to you will be addressed to the relevant Services system administrator designated by you.

Questions

If you have any questions about this Agreement, please contact us at legal@shootsta.com.