VENUE AGREEMENT

RECITALS

This is a legal agreement between you, the Venue which arranges, promotes, markets and delivers events through a legally constituted Authorised Representative capable of entering into and performing legal agreements on behalf of the Venue stating the terms that govern your use of the Streo mobile application, services and networks owned or controlled by Streo that allow for the distribution and reception of video, audio, and other content (the "Streo Service"). In this agreement "Streo" refers to the corporate entity Streo Technologies Private Limited as well as its mobile application and other services as the context provides. This agreement - together with all updates, additional terms, software licenses, and all of Streo's rules and policies - collectively constitute the "agreement" between you and Streo. To agree to these terms, click "agree". If you do not agree to these terms, do not click "agree", and do not use Streo. You must accept and abide by these terms as presented to you: changes, additions, or deletions are not acceptable, and Streo may refuse access to the Streo mobile application for noncompliance with any part of this agreement.Venue

Streo and the Artist are hereinafter collectively referred to as the ‘Parties’ and individually as a ‘Party’.

1. About Streo

Streo is a live streaming platform where Users can access and listen to LIVE digital content from but not limited to venues such as nightclubs, pubs, bars, lounges, concerts, music festivals etc. worldwide featuring the best live artists. Streo Services may be accessible via Internet, cellular phones, IPTv, and other devices capable of receiving and playing digital music.

2. Definitions and Interpretations

2.1 ' Agreement' means this agreement between Venue and Streo.

2.2 'Balance' means the Fee less the Deposit.

2.3 ‘Commencement Date' means the means the date of signing this agreement by the Venue.

2.4 ‘Edited Recording' means the editing of the Broadcast of the Live Recording of the event (for sound quality only) in mp3 format or any other digital or audio format via the Internet and/or Mobile device.

2.5 'Intellectual Property Rights' means all vested contingent and future intellectual property rights including but not limited to trade marks, database rights, copyright or related rights and all renewals and extensions thereof existing in any part of the world whether now known or in the future created.

2.6 'Live Recording' means the live Broadcast of the permanently captured audio or digital file containing the live streaming or recording of the event.

2.7 'Artist' means the artist participating in the event and featured in the Recordings.

2.8 'Artist Agreement' means the agreement between the Performing Artist and the Venue.

2.9 'Personnel' means the agreed officers or employees of Streo.

2.10 'recordings' means the combined Live Recording, Edited Recording and/or any archives thereof.

2.11 'Territory' means worldwide.

2.12 'Venue' means the event venue or any of its representatives.

2.13 ‘Event’ means the act of streaming a live music session from the Venue via Streo’s platform.

2.14 Words importing one gender include all other genders and words importing the singular include the plural and vice versa and words importing persons include a corporate body and a partnership and vice versa.

3. Grants of Rights

The Venue grants to Streo the right to stream the said events from the Commencement Date i.e. the date of signing this agreement.

4. Consideration

Streo shall, provided the Venue faithfully performs his/her duties and obligations hereunder for the duration of this Agreement, make available its platform to display the event and activities at the Venue to the users of Streo. Streo hereby licenses the Venue to use its trademark, logo and brand after prior permission from Streo for purposes of facilitating the said event.

5. Venue’s Obligations

5.1 The Venue agrees, acknowledges and undertakes that:

5.1.1 The Venue shall use its best endeavours to ensure the smooth facilitating and running of the event;

5.1.2 The Venue shall permit the Personnel free access to the event;

5.1.3 The Venue shall use its reasonable endeavours to procure the signing of the Artist Agreement by the Artists prior to the Commencement Date of the Event;

5.1.4 The Venue confirms that it has full authority to enter into this Agreement and is not bound by any previous agreement, which may adversely affect this Agreement;

5.1.5 The Venue shall promptly advise Streo of the occurrence of any event or the existence of any condition which will or might in the opinion of the Venue adversely affect the recordings or any claims or proceedings threatened or commenced against Streo and the Venue in respect of the recordings and shall keep Streo regularly informed of the progress of such proceedings and shall immediately notify Streo of any judgment or settlement in respect thereof; and

5.1.6 The Venue has adequate insurance cover.

5.2 The Venue agrees to indemnify and keep fully indemnified Streo against any and all loss or damage of any kind suffered as a result of any claim or action brought by a third party against Streo for infringement of Intellectual Property Rights and/or the Venue’s breach or non-observance of any obligations under this Agreement.

6. Miscellaneous

6.1 A person who is not a party to this Agreement has no rights to enforce any term of this Agreement.

6.2 The Venue shall not assign, transfer, charge or make over this Agreement or any part of its rights and obligations without the prior written consent of Streo, such consent is not to be unreasonably withheld.

6.3 Streo and the Venue shall not disclose to any third party any confidential business or future plans of the other Party at any time acquired during the existence of this Agreement.

6.4 This Agreement constitutes the whole agreement between the Parties and supersedes any prior written or oral agreement between them in relation to its subject matter and the Parties confirm that they have not entered into this Agreement upon the basis of any representations that are not expressly incorporated into this Agreement. No oral explanation or oral information given by any party shall alter or affect the interpretation of this Agreement. Nothing in this clause affects either party’s liability for fraudulent representations.

6.5 This Agreement shall not be deemed to create any partnership, joint venture or employment relationship between the Parties.

6.6 Without prejudice to the right to serve notices by any other means any notice serviced under this Agreement shall be in writing. For the purposes of this Agreement all notices sent to Streo shall be sent to the address first mentioned on www.streoapp.com, and to the Venue to the address of the event.

6.7 In the event that this Agreement cannot be performed nor the obligations of the Parties fulfilled for any reason beyond their reasonable control, including war, industrial action, floods or Acts of God then such non-performance or failure to fulfil their obligations shall not be deemed to be a breach of this Agreement. In the event that this Agreement cannot be performed nor the obligations of the defaulting Party fulfilled for any reason beyond the reasonable control of the defaulting Party for a continuous period of one month, then the other Party who has not defaulted may, at its discretion, terminate this Agreement by notice in writing at the end of that period.

6.8 For the avoidance of doubt, nothing in this clause shall confer upon Streo any right or interest in any Intellectual Property Rights which belong to the Venue or the Artist performing at the Venue.

7. Termination

7.1 Streo may terminate this Agreement immediately without any liability whatsoever in the event of any material breach of this Agreement by the Venue.

7.2 In addition to any other rights and remedies at law, this Agreement may be terminated by either Party giving 30 days prior written notice to the other Party.

8. Limitation of Liability

Nothing in this Agreement shall exclude or in any way limit the Venue’s liability for fraud, (or for death or personal injury caused by their negligence), or any other liability to the extent such liability may not be excluded or limited as a matter of law.

9. Confidentiality

The Venue, its performing Artist and/or its representatives shall not disclose any of the Confidential Information in any manner whatsoever, except as provided in this Agreement, and shall hold and maintain the Confidential Information in strictest confidence.

10. Arbitration and Dispute Resolution

In case of any dispute or difference, Streo and the Venue shall first attempt to settle the said dispute diligently through the process of Conciliation for a period of 30 (Thirty) days, failing which such dispute/difference shall be referred to Arbitration in accordance with and subject to the provisions of the Arbitration and Conciliation Act, 1996 as modified and amended from time to time. Streo shall appoint a sole arbitrator to resolve the dispute amicably and his/her order, decree or judgment regarding any dispute/difference is binding as per the provisions of the aforementioned Act. The venue of such Arbitration shall be New Delhi and the language will be English.

11. Governing Law

This Agreement shall be construed in accordance with and subject to the laws of India and the Parties irrevocably submit to the exclusive jurisdiction of the Courts at New Delhi.