VMIX SOFTWARE LICENCES STUDIOCOAST PTY LTD ACN 143 039 070 IMPORTANT PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE CONTINUING WITH THIS PROGRAM INSTALLATION ABOUT VMIX LICENCES We are Studiocoast Pty Ltd ACN 143 039 070 (StudioCoast, we, our, us and other similar terms). We provide live streaming and production software known as vMix (vMix). vMix allows licenced users to create live productions on their own computer. These terms are a legal agreement between you (either an individual or a single entity) and StudioCoast. The terms and conditions of the vMix Licences are set out below. Schedule 1 applies where you have procured a Subscription Licence and Schedule 2 applies to our Lifetime Licences. Schedule 3 is applicable for parties that are required to comply with the General Data Protection Regulation. It is your obligation to ensure that you have read, understood and agree to the most recent terms provided when installing vMix and updating vMix. It is your obligation to keep vMix up to date. By installing, copying, or otherwise using vMix, you agree to be bound by the terms of this licence. This license agreement represents the entire agreement concerning the Agreement between you and Studiocoast, and it supersedes any prior proposal, representation, or understanding between the parties. vMix is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. vMix is licensed, not sold. ****************************************************** SCHEDULE 1 VMIX SUBSCRIPTION LICENCE 1 AGREEMENT 1.1 TERM This Agreement will commence on the Commencement Date and will continue for the Subscription Period. 1.2 RENEWAL (a) Prior to the end of any Subscription Period, StudioCoast will provide the User with advance written notice of any changes to the Subscription Fees. (b) If this Agreement is not terminated, in accordance with clause 11, prior to the expiry of any subsequent Subscription Period, then, if the user has elected for Auto Renewal, it will automatically renew for a period equal to the Subscription Period and any changes in Subscription Fees or terms, made known to the User in accordance with clause 1.2(a), will come into effect immediately upon renewal. 1.3 SPECIAL CONDITIONS StudioCoast will not accept additions, subtractions or alterations to this agreement, nor may any special conditions be appended. 2 TRIAL LICENCE (a) StudioCoast offers a single free trial (Trial Licence) of vMix Pro Edition to allow the User to assess the suitability of vMix for the User s workflow and hardware. Not all Users are eligible for a free trial. (b) The trial period commences upon receipt of the Trial Notice and terminates 60 days from the date of the Trial Notice (Trial Period). (c) Access to vMix will automatically cease at the expiration of the Trial Period. (d) StudioCoast provides the Trial Services as is and without warranty or indemnity, to the extent permitted by law, and all other terms of this agreement otherwise apply. 3 USE OF VMIX 3.1 VMIX LICENCE (a) StudioCoast grants the User a non-exclusive, non-transferable, revokable, and worldwide right to use the version of vMix which the User procures at the time of checkout or renewal, subject to the terms and conditions of this Agreement. (b) The Licence granted in clause 3.1(a) does not include a right to modify the source code. 3.2 ACCOUNT SECURITY AND REGISTRATION KEY (a) The User acknowledges and agrees that in order to subscribe to vMix, it is required to provide StudioCoast with Personal Information. (b) The User warrants all information supplied is true and accurate and will be kept up to date at all times. (c) The User acknowledges and agrees that in order to use vMix, it requires a valid Registration Key. (c) The User agrees to keep the Registration Key used to access vMix confidential. (d) The User is solely responsible for protecting their installation of vMix at all times from unauthorised access, use or damage. 3.3 MINIMUM SYSTEM REQUIREMENTS The User is solely responsible for ensuring that its IT systems, which are used to operate vMix, satisfy the Minimum System Requirements. 3.4 CONDUCT WHICH IS EXPRESSLY PROHIBITED The User must not: (a) use or include vMix in any service bureau or fee generating service offered to third parties, without StudioCoast s written authority; (b) intentionally disable or circumvent any licensing mechanism used to activate or de-activate vMix; (c) share details of its Account or Registration Key with any other person; (d) use vMix for any activity which is unlawful in the jurisdiction in which either StudioCoast or the User is registered or conducts business; or (e) intentionally disable or circumvent any geographical restrictions imposed when purchasing any vMix licence. (f) attempt, facilitate or assist another person to do any of the above acts. 4 PAYMENT 4.1 INVOICING AND PAYMENT Invoicing and payments are handled by a StudioCoast-appointed payment provider. Payment provider company details, terms and conditions, and privacy policy are available during the purchase process. 5 MAINTENANCE 5.1 OUTAGES AND MAINTENANCE OF THE VMIX CALL SERVICE (a) The User acknowledges vMix Call operates using Third Party Infrastructure. From time to time Third Party Infrastructure may become inaccessible or unavailable. StudioCoast neither controls nor is it liable for faults in Third Party Infrastructure, the telecommunication services needed to access it, nor the consequences which arise from faults in either. (b) The User acknowledges and agrees: (i) access to vMix Call may be interrupted for many reasons, some of which are beyond StudioCoast s control; (ii) during routine maintenance StudioCoast may implement changes, additions or deletions to the functions, features, performance, or other characteristics of vMix Call (vMix Call Updates) which may change the manner in which it functions; and (iii) StudioCoast reserves the right to implement vMix Call Updates or terminate the vMix Call service, at any time, in its absolute and sole discretion. (c) The User agrees StudioCoast is not liable for any loss, foreseeable or not, arising from any interruption to access, planned or not, and any such temporary interruptions will not constitute a breach of these terms. 5.2 VMIX CALL SECURITY StudioCoast will establish and maintain environmental, safety and facility procedures, data security procedures and other safeguards to protect the User Data from unauthorised access or alteration which are industry standard for products and services similar to the vMix Call software. 6 VERSION UPDATES (a) Subscriptions to vMix include access to all Version Updates for the Term of the Agreement. (b) The Version Updates are made available from time to time by StudioCoast. (c) The User is solely responsible for downloading an installing Version Updates as they become available. 7 PRIVACY 7.1 HANDLING PERSONAL INFORMATION (a) The User agrees and consents to StudioCoast s handling of Personal Information in accordance with StudioCoast s Privacy Policy. (b) StudioCoast may amend its Privacy Policy in its sole discretion. Where the Privacy Policy is amended the new version will be posted to the Website. 7.2 GDPR DATA PROCESSING AGREEMENT Where the User is located in the European Economic Area and the GDPR applies to the processing of its Personal Information, then the terms of Schedule 3 Data Processing Agreement apply to this Agreement. 8 INTELLECTUAL PROPERTY 8.1 STUDIOCOAST S WARRANTIES REGARDING INTELLECTUAL PROPERTY StudioCoast warrants it owns or has a licence to use the Intellectual Property in vMix and the Support Materials. All title, including but not limited to copyrights, in and to vMix and any copies thereof are owned by StudioCoast or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of vMix is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This agreement grants you no rights to use such content. All rights not expressly granted are reserved by StudioCoast. This copyright notice excludes all 3rd party libraries including FFmpeg. 8.2 THE USER S WARRANTIES REGARDING INTELLECTUAL PROPERTY The User warrants it will not do any of the following, or permit any person over whom it has effective control to: (a) copy or reproduce, or create an adaptation of, all or part of vMix in any way, except as authorised by this Agreement; (b) sell, license, sublicense, lease, rent, distribute, disclose, permit access to, or transfer to any third party, whether for profit or without charge, any portion of vMix on any medium, except as authorised by this Agreement; or (c) directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, content, architecture, or algorithms contained in vMix other than for the sole purpose for which the Licence was granted. 8.3 MODIFICATIONS AND FEEDBACK (a) The User acknowledges and agrees, StudioCoast is intended to own all Intellectual Property rights in all modifications to vMix, including those which arise from the User s feedback, commentary or reviews and whether those modifications are provided for, by or on behalf of the User. (b) To the extent that the User may at any time acquire any right, title or interest in any part of vMix, the User immediately assigns to StudioCoast all such right, title and interest. 8.4 COPIES OF VMIX (a) The User may make such number of copies of vMix as is necessary to serve its internal needs for system's backup and security. All copies of vMix will be and remain the property of StudioCoast. (b) The User must notify StudioCoast immediately on becoming aware of any unauthorised use or copying of the whole or any part of vMix or the Support Materials. (c) Immediately upon termination of this Agreement, the User must, at StudioCoast s option, deliver up to StudioCoast or destroy any copy it holds of vMix (authorised or otherwise) and the Support Materials, whether in their original form or as modified by the User. 9 WARRANTIES 9.1 GENERAL WARRANTIES (a) The User warrants that vMix will be operated in accordance with all vMix documentation and support material, including but not limited to installation and operation on hardware in accordance with Minimum System Requirements. Installation and operation outside of prescribed vMix documentation shall void any warranties provided by vMix. (b) Subject to clause 9.1(a), StudioCoast warrants that for the Term of this Agreement vMix will perform substantially in compliance with any documentation StudioCoast provides, including the Support Material and description of vMix contained on the Website. (c) Subject to the Non-excludable Conditions and any other express provision of this Agreement, StudioCoast makes no warranties or guarantees: (i) vMix is fault free; (ii) regarding vMix s fitness for any particular purpose which StudioCoast has not expressed; or (iii) regarding the User s access to, or the results of its access to vMix Call. (d) StudioCoast expressly disclaims, to the extent permitted by applicable law, any and all warranties on behalf of NewTek, Inc. and each of its licensors. 9.2 WARRANTIES AS TO CAPACITY Each party represents and warrants to the other: (a) it has full power and authority to enter into this Agreement and observe and perform all of its obligations herein; and (b) it is not aware of any thing, matter or circumstance which may prevent it from fulfilling its obligations under this Agreement. 10 GENERAL LIMITS ON LIABILITY 10.1 IMPLIED CONDITIONS StudioCoast expressly excludes all conditions, warranties and other terms which might otherwise be implied by any law, regulation, statute, common law or law of equity except any Non-excludable Condition. 10.2 CONSEQUENTIAL LOSS Notwithstanding any other clause in this Agreement, and to the maximum extent permitted at law, neither party is liable to the other for any Consequential Loss. 10.3 EXCLUSION OF LIABILITY Subject to the Non-excludable Conditions, StudioCoast excludes all other liability for any costs, including Consequential Loss, suffered or incurred directly or indirectly by the User in connection with this Agreement, including: (a) vMix Call being inaccessible to that User for any reason; (b) incorrect or corrupt data, lost data, or any inputs or outputs of vMix; (c) computer virus, trojan and other malware in connection with vMix; (d) failure or inadequacy of any third party component including, without limitation, applications, websites, website content, application programming interfaces, Third Party Infrastructure, hardware, network, or power; or (e) the User s participation in any experiments, beta tests, pilots or the use of Trial Services. StudioCoast expressly disclaims to the extent permitted by applicable law, liability of NewTek, Inc. and/or its licensors for any damages, whether direct, indirect, incidental or consequential, arising from the use of vMix or any part thereof. 10.4 LIMITS TO LIABILITY To the maximum extent permitted at law, StudioCoast s aggregate cumulative liability arising out of or related to an issue arising under this Agreement will be limited to: (a) in the case of goods: the re-supply of the goods or payment of the cost of the re-supply of the goods; or the replacement or repair of the goods or payment of the cost of replacement or repair of the goods; and (b) in the case of services: the resupply of the services; or the payment of the cost of having the services resupplied. In the case of a vMix Subscription Licence, this is the purchase price of the Licence. 11 TERMINATION 11.1 TERMINATION FOR CONVENIENCE (a) Either party may terminate this Agreement prior to the end of the Subscription Period, and upon doing so this Agreement will terminate at the end of the Subscription Period. (b) The User may initiate the process of termination by not renewing the Subscription prior to the end of the Subscription Period. 11.2 IMMEDIATE TERMINATION This Agreement may be terminated immediately by either party if: (a) the other party commits any material breach of any term of this Agreement and which in the case of a breach capable of being remedied is not remedied within 14 days of a written request to remedy it; or (b) the other party breaches a material provision of this Agreement that is not capable of remedy. 11.3 EFFECT OF TERMINATION Upon termination the User must no longer operate vMix. 12 GENERAL PROVISIONS 12.1 ASSIGNMENT The parties may only assign, encumber, declare a trust over or otherwise create an interest in their rights under this document with the other party s consent, which must not be unreasonably withheld. 12.2 ENTIRE AGREEMENT The Agreement sets out all the parties rights and obligations relating to the subject matter of the Agreement, and it supersedes all previous agreements or understandings between the parties in connection with the relevant subject matter. 12.3 FORCE MAJEURE If a party is affected by a Force Majeure Event, they must immediately notify the other party of the circumstances. The parties' obligations under this Agreement, other than an obligation to pay the Subscription Fees, are suspended for the duration of and to the extent that they are affected by the Force Majeure Event. However, either party may end this Agreement if the Force Majeure Event continues for more than 60 days. 12.4 GOVERNING LAW The Agreement is governed by and is to be construed in accordance with the laws applicable in Queensland, Australia. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Queensland, Australia. 12.5 NOTICES The parties agree all notices, disclosures and other communications (other than the service of initiating applications in a court or tribunal) that are provided in accordance with this clause 12.5, satisfy any legal requirement that such communications be in writing. Any communication under or in connection with this Agreement: (a) in the case of a communication sent to the User must be sent to the email address associated with the User s account; and (b) in the case of a communication sent to StudioCoast must be: (i) sent via StudioCoast s Contact Us page at https://www.vmix.com/contact-us.aspx; or (ii) either delivered or posted by prepaid post to StudioCoast registered address. 12.6 RIGHTS CUMULATIVE Except as expressly stated otherwise in the Agreement, the rights of a party under the Agreement are cumulative and are in addition to any other rights of that party. 12.7 SURVIVAL Clauses 7, 8, 10 and any other clause in the Agreement which is expressed to survive or by its nature should survive, will survive termination or expiry of the Agreement for any reason. 12.8 VARIATIONS Other than variations arising pursuant to clause 1.2, this Agreement may not be varied. 12.9 WAIVER Clauses and rights in the Agreement may not be waived. 13 THIRD PARTY NOTICES 13.1 COPYRIGHT NOTICES AND LICENSES The licenses and copyright notices for all 3rd party libraries are located in the licenses directory within the application path. This software uses libraries from the FFmpeg project under the LGPLv2.1 13.2 NEWTEK NDI NOTICE This product includes NDI software and technology licensed from NewTek, Inc. NDI is a trademark of NewTek, Inc. NewTek and/or its licensors owns all copyright rights in the NDI Software and NDI copyrightable technology utilized in the Product. All software herein, including the NDI software and technology, is subject to the restrictions in this End User License, including the following restrictions, limitations and exclusions: (a) you may not reverse engineer, disassemble, or recompile the Product, including the NDI Software, or any part thereof, or any NDI protocols used in the Product, nor attempt to do any of the foregoing; (b) you may not copy, distribute, or create derivative works of the NDI Software (except one copy may be made for archival backup purposes); (c) NewTek is not liable for any damages, whether direct, indirect, incidental or consequential, arising from the use of the Product and/or NDI ; (d) You accept the Product and NDI software as is without warranties of any kind; all warranties, express or implied, of merchantability, fitness for a particular purpose, and warranty of title, are expressly disclaimed and excluded. To the extent any of the foregoing disclaimers is not allowed by applicable law such term shall not apply and in such case you agree not to utilize the NDI in the Product. 13.3 AVC NOTICE This product is licensed under the AVC patent portfolio license for the personal use of a consumer or other uses in which it does not receive remuneration to (i) encode video in compliance with the AVC standard ( AVC video ) and/or (ii) decode AVC video that was encoded by a consumer engaged in a personal activity and/or was obtained from a video provider licensed to provide AVC video. No license is granted or shall be implied for any other use. Additional information may be obtained from MPEG LA, L.L.C. See http://www.mpegla.com 13.4 YOUTUBE NOTICE Where Users interact with YouTube services, Users agree to be bound by YouTube's terms of service which can be found at the following web site address: https://www.youtube.com/t/terms 13.5 ZOOM NOTICE Where Users interact with Zoom services, Users agree to be bound by Zoom's terms of service which can be found at the following web site address: https://explore.zoom.us/en/terms/ 14 DEFINITIONS AND INTERPRETATION 14.1 DEFINITIONS Unless the terms and conditions of the Agreement state otherwise, the following expressions used in this Agreement have the following meanings: ACCOUNT OR VMIX ACCOUNT means the licensing details and Registration Key used to activate and continue using vMix. AGREEMENT means these terms set out in this schedule and any document incorporated into them by reference. BILLING PERIOD means the intervals during which invoices will be payable which are equal to the duration of the Subscription Period. COMMENCEMENT DATE means the date the User purchases a subscription to vMix. CONSEQUENTIAL LOSS means indirect or consequential loss not arising as a natural consequence of a breach or other event giving rise to liability of a party, any loss of profits, loss of revenue, loss of any contract value, loss of anticipated profit or damages for lost opportunity or loss of data. DATA PROCESSING AGREEMENT means the data processing agreement set out in Schedule 3. FORCE MAJEURE EVENT means an unforeseen event beyond the control of the affected party, including an act of war (whether declared or not) or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, health epidemic or pandemic, hacking, industrial action or labour disturbance, currency restriction, embargo, action or inaction by a government, a failure of a supplier, public utility or common carrier or computer disruption due to the effects of a computer virus, trojan, malware, ransomware or other malicious code. GDPR means EU General Data Protection Regulation 2016/679. INDEMNIFIED means StudioCoast and its directors, employees, contractors and agents. INSOLVENCY EVENT means in respect of a party (the Insolvent), the appointment of an administrator, a receiver or receiver and manager in respect of the Insolvent, an application to a court or an order for the winding up of the Insolvent, or where anything analogous or having a substantially similar effect to any of the preceding events occurs. INTELLECTUAL PROPERTY means all present and future rights conferred by statute, common law or equity (and all Moral Rights) in or in relation to business names, circuit layouts, computer software, confidential information, copyright, designs, domain names, formulas, inventions, knowhow, patents, plant varieties, recipes, trademarks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right. LICENCE means the rights to use vMix and the Support Materials as expressly set out in this Agreement. MINIMUM SYSTEM REQUIREMENTS means the minimum requirements for the User s IT system required to access and use vMix, as specified on StudioCoast s Website, including but not limited to those specified at https://www.vmix.com/software/supported-hardware.aspx; and https://www.vmix.com/products/vmix-reference-systems.aspx; and https://www.vmix.com/help/. In addition, the User is solely responsible for ensuring that its internet upload and download bandwidth, consistency and network conditions are adequate for its production needs. NON-EXCLUDABLE CONDITION means any guarantee, condition or warranty which cannot by law be excluded. PAYMENT TERMS means the requirement to make payment immediately each Subscription Period. PERSONAL INFORMATION means information or an opinion about an identifiable individual (not a company), whether or not that information or opinion is true or in a material form. PRIVACY LAW MEANS: (a) the Privacy Act 1988 (Cth) (Privacy Act) and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, the General Data Protection Regulation (GDPR); and (b) any other law that governs the use, disclosure or management of data or information relating to persons which applies to either party to this Agreement. REGISTRATION KEY means the security credentials required to activate vMix. StudioCoast means Studiocoast Pty Ltd ACN 143 039 070 and its permitted novatees and assignees. SUBSCRIPTION FEES means the fees payable for each subsequent Subscription Period in accordance with the vMix Licence selected at time of checkout. SUBSCRIPTION PERIOD means the duration of the Licence set out selected at time of checkout. SUPPORT MATERIALS means the documents including the content accessible via https://www.vmix.com/support/ which are designed to be used with vMix. SUPPORT SERVICES means the support services for vMix made available via https://www.vmix.com/support/. THIRD PARTY INFRASTRUCTURE means service infrastructure operated by third parties to this agreement including cloud service providers, internet service providers, network service providers and telecommunication service providers. TRIAL LICENCE takes its meaning from clause 2(a). TRIAL NOTICE takes its meaning from clause 2(a). TRIAL PERIOD takes its meaning from clause 2(b). USER means the person who procures a vMix Licence from StudioCoast. USER DATA means any data transmitted to StudioCoast s servers by the User, which is typically limited to details of call recipients instigated via the vMix Call software and the vMix Registration Key. VERSION UPDATE means patches, version updates and minor software updates to vMix, as released from time to time by StudioCoast. vMix means the version (selected at checkout) of the live streaming and production software that allows Users to create professional quality productions on their own computer. vMix Call means the components of vMix which allows Users to add remote guests to the vMix production. vMix WEBSITE means https://www.vmix.com/ and any of its subdomains. 14.2 INTERPRETATION Unless it is expressly stated that a different rule of interpretation will apply: (a) a reference to a part, clause, annexure, exhibit, appendix or schedule is a reference to a part of, clause of, an annexure, exhibit, appendix or schedule to this Agreement and a reference to this Agreement includes any annexure, exhibit, appendix and schedule; (b) a reference to an agreement includes any variation or replacement of the agreement; (c) the singular includes the plural and the opposite also applies; (d) headings are provided for convenience and do not affect the interpretation of the documents making up the Agreement; (e) unless used for the usual grammatical purpose, inverted commas around a term indicate industry jargon that will be interpreted according to how that term would be understood by an individual with expertise in the relevant industry; (f) include , includes and including must be read as if followed by the words without limitation ; (g) a reference to a clause refers to clauses in this Agreement and is a reference to its sub-clauses; (h) if a word or phrase is defined, its other grammatical forms have corresponding meanings; (i) agreements, representations and warranties made by two or more people will bind them jointly and severally; (j) a reference to any legislation includes any consolidation, amendment, re-enactment or replacement of legislation; (k) a person includes the person s executors, administrators and permitted novatees and assignees; (l) a reference to a person includes a firm, a body corporate, an unincorporated association or an authority and vice versa; (m) a reference to conduct includes any omission, representation, statement or undertaking, whether or not in writing; (n) no rule of construction will apply to a provision of a document to the disadvantage of a party merely because that party drafted the provision or would otherwise benefit from it; and (o) if any part of the Agreement is invalid, unlawful or unenforceable, the invalid, unlawful or unenforceable part of the Agreement will not apply but the other parts of the Agreement will not be affected. ****************************************************** SCHEDULE 2 VMIX LIFETIME LICENCE 1 AGREEMENT AND LICENCE 1.1 VMIX LICENCE (a) StudioCoast grants the User a non-exclusive, non-transferable and worldwide right to use the version of vMix which the User procures at the time of checkout, subject to the terms and conditions of this Agreement. (b) The Licence granted in clause 1.1(a) does not include a right to modify the source code. 1.2 TERM OF LICENCE The Licence granted in clause 1.1(a) commences on the Commencement Date and continues for one hundred years unless terminated for a breach in accordance with clause 11. 1.3 SPECIAL CONDITIONS StudioCoast will not accept additions, subtractions or alterations to this agreement, nor may any special conditions be appended. 2 TRIAL LICENCE (a) StudioCoast offers a single free trial (Trial Licence) of vMix Pro Edition to allow the User to assess the suitability of vMix for the User s workflow and hardware. Not all Users are eligible for a free trial. (b) The trial period commences upon receipt of the Trial Notice and terminates 60 days from the date of the Trial Notice (Trial Period). (c) Access to vMix will automatically cease at the expiration of the Trial Period. (d) StudioCoast provides the Trial Licence as is and without warranty or indemnity, to the extent permitted by law, and all other terms of this agreement otherwise apply. 3 USE OF VMIX 3.1 VMIX LICENCE (a) StudioCoast grants the User a non-exclusive, non-transferable, revokable, and worldwide right to use the version of vMix which the User procures at the time of checkout, subject to the terms and conditions of this Agreement. (b) The Licence granted in clause 3.1(a) does not include a right to modify the source code. 3.2 ACCOUNT SECURITY AND REGISTRATION KEY (a) The User acknowledges and agrees that in order to use vMix, it is required to provide StudioCoast with Personal Information. (b) The User warrants all information supplied is true and accurate and will be kept up to date at all times. (c) The User acknowledges and agrees that in order to use vMix, it requires a valid Registration Key. (c) The User agrees to keep the Registration Key used to access vMix confidential. (d) The User is solely responsible for protecting their installation of vMix at all times from unauthorised access, use or damage. 3.3 MINIMUM SYSTEM REQUIREMENTS The User is solely responsible for ensuring that its IT systems, which are used to operate vMix, satisfies the Minimum System Requirements. 3.4 CONDUCT WHICH IS EXPRESSLY PROHIBITED The User must not: (a) use or include vMix in any service bureau or fee generating service offered to third parties, without StudioCoast s written authority; (b) intentionally disable or circumvent any licensing mechanism used to activate or de-activate vMix; (c) share Account details or details of its Registration Key, with any other person; (d) use vMix for any activity which is unlawful in the jurisdiction in which either StudioCoast or the User is registered or conducts business; or (e) intentionally disable or circumvent any geographical restrictions imposed when purchasing any vMix licence. (f) attempt, facilitate or assist another person to do any of the above acts. 4 PAYMENT 4.1 INVOICING AND PAYMENT Invoicing and payments are handled by a StudioCoast-appointed payment provider. Payment provider company details, terms and conditions, and privacy policy are available during the purchase process. 5 MAINTENANCE 5.1 OUTAGES AND MAINTENANCE OF THE VMIX CALL SERVICE (a) The User acknowledges vMix Call operates using Third Party Infrastructure. From time to time Third Party Infrastructure may become inaccessible or unavailable. StudioCoast neither controls nor is it liable for faults in Third Party Infrastructure, the telecommunication services needed to access it, nor the consequences which arise from faults in either. (b) The User acknowledges and agrees: (i) access to vMix Call may be interrupted for many reasons, some of which are beyond StudioCoast s control; (ii) during routine maintenance StudioCoast may implement changes, additions or deletions to the functions, features, performance, or other characteristics of vMix Call (vMix Call Updates) which may change the manner in which it functions; and (iii) StudioCoast reserves the right to implement vMix Call Updates or terminate the vMix Call service, at any time, in its sole and absolute discretion. (c) The User agrees StudioCoast is not liable for any loss, foreseeable or not, arising from any interruption to access, planned or not, and any such temporary interruptions will not constitute a breach of these terms. 5.2 VMIX CALL SECURITY StudioCoast will establish and maintain environmental, safety and facility procedures, data security procedures and other safeguards to protect the User Data from unauthorised access or alteration which are industry standard for products and services similar to the vMix Call software. 6 VERSION UPDATES (a) All vMix lifetime licences include 12 months of free Version Updates. (b) The Version Updates are made available from time to time at StudioCoast s sole and absolute discretion. (c) The User is solely responsible for downloading an installing Version Updates as they become available. (d) Users who require Version Updates beyond the first 12 months may procure a further 12 months of Version Update from StudioCoast for the Fee set out on the Website. 7 PRIVACY 7.1 HANDLING PERSONAL INFORMATION (a) The User agrees and consents to StudioCoast s handling of Personal Information in accordance with StudioCoast s Privacy Policy. (b) StudioCoast may amend its Privacy Policy in its sole discretion. Where the Privacy Policy is amended the new version will be posted to the Website. 7.2 GDPR DATA PROCESSING AGREEMENT Where the User is located in the European Economic Area and the GDPR applies to the processing of its Personal Information, then the terms of Schedule 3 Data Processing Agreement apply to this Agreement. 8 INTELLECTUAL PROPERTY 8.1 STUDIOCOAST S WARRANTIES REGARDING INTELLECTUAL PROPERTY StudioCoast warrants it owns or has a licence to use the Intellectual Property in vMix and the Support Materials. All title, including but not limited to copyrights, in and to vMix and any copies thereof are owned by StudioCoast or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of vMix is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This agreement grants you no rights to use such content. All rights not expressly granted are reserved by StudioCoast. This copyright notice excludes all 3rd party libraries including FFmpeg. 8.2 THE USER S WARRANTIES REGARDING INTELLECTUAL PROPERTY The User warrants it will not do any of the following, or permit any person over whom it has effective control to: (a) copy or reproduce, or create an adaptation of, all or part of vMix in any way, except as authorised by this Agreement; (b) sell, license, sublicense, lease, rent, distribute, disclose, permit access to, or transfer to any third party, whether for profit or without charge, any portion of vMix on any medium, except as authorised by this Agreement; or (c) directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, content, architecture, or algorithms contained in vMix other than for the sole purpose for which the licence was granted. 8.3 MODIFICATIONS AND FEEDBACK (a) The User acknowledges and agrees, StudioCoast is intended to own all Intellectual Property rights in all modifications to vMix, including those which arise from the User s feedback, commentary or reviews and whether those modifications are provided for, by or on behalf of the User. (b) To the extent that the User may at any time acquire any right, title or interest in any part of vMix, the User immediately assigns to StudioCoast all such right, title and interest. 8.4 COPIES OF VMIX (a) The User may make such number of copies of vMix as is necessary to serve its internal needs for system's backup and security. All copies of vMix will be and remain the property of StudioCoast. (b) The User must notify StudioCoast immediately on becoming aware of any unauthorised use or copying of the whole or any part of vMix or the Support Materials. (c) Immediately upon termination of this Agreement, the User must, at StudioCoast s option, deliver up to StudioCoast or destroy any copy it holds of vMix (authorised or otherwise) and the Support Materials, whether in their original form or as modified by the User. 9 WARRANTIES 9.1 GENERAL WARRANTIES (a) The User warrants that vMix will be operated in accordance with all vMix documentation and support material, including but not limited to installation and operation on hardware in accordance with Minimum System Requirements. Installation and operation outside of prescribed vMix documentation shall void any warranties provided by vMix. (b) Subject to clause 9.1(a), StudioCoast warrants that for the Term of this Agreement vMix will perform substantially in compliance with any documentation StudioCoast provides, including the Support Material and description of vMix contained on the Website. (c) Subject to the Non-excludable Conditions and any other express provision of this Agreement, StudioCoast makes no warranties or guarantees: (i) vMix is fault free; (ii) regarding vMix s fitness for any particular purpose which StudioCoast has not expressed; or (iii) regarding the User s access to, or the results of its access to vMix Call. (d) StudioCoast expressly disclaims, to the extent permitted by applicable law, any and all warranties on behalf of NewTek, Inc. and each of its licensors. 9.2 WARRANTIES AS TO CAPACITY Each party represents and warrants to the other: (a) it has full power and authority to enter into this Agreement and observe and perform all of its obligations herein; and (b) it is not aware of any thing, matter or circumstance which may prevent it from fulfilling its obligations under this Agreement. 10 GENERAL LIMITS ON LIABILITY 10.1 IMPLIED CONDITIONS StudioCoast expressly excludes all conditions, warranties and other terms which might otherwise be implied by any law, regulation, statute, common law or law of equity except any Non-excludable Condition. 10.2 CONSEQUENTIAL LOSS Notwithstanding any other clause in this Agreement, and to the maximum extent permitted at law, neither party is liable to the other for any Consequential Loss. 10.3 EXCLUSION OF LIABILITY Subject to the Non-excludable Conditions, StudioCoast excludes all other liability for any costs, including Consequential Loss, suffered or incurred directly or indirectly by the User in connection with this Agreement, including: (a) vMix Call being inaccessible to that User for any reason; (b) incorrect or corrupt data, lost data, or any inputs or outputs of vMix; (c) computer virus, trojan and other malware in connection with vMix; (d) failure or inadequacy of any third party component including, without limitation, applications, websites, website content, application programming interfaces, Third Party Infrastructure, hardware, network, or power; or (e) the User s participation in any experiments, beta tests, pilots or the use of Trial Services. StudioCoast expressly disclaims to the extent permitted by applicable law, liability of NewTek, Inc. and/or its licensors for any damages, whether direct, indirect, incidental or consequential, arising from the use of vMix or any part thereof. 10.4 LIMITS TO LIABILITY To the maximum extent permitted at law, StudioCoast s aggregate cumulative liability arising out of or related to an issue arising under this Agreement will be limited to: (a) in the case of goods: the re-supply of the goods or payment of the cost of the re-supply of the goods; or the replacement or repair of the goods or payment of the cost of replacement or repair of the goods; and (b) in the case of services: the resupply of the services; or the payment of the cost of having the services resupplied. 11 TERMINATION 11.1 TERMINATION FOR BREACH This Agreement may be terminated and the licence to vMix revoked immediately by either party if: (a) the other party commits any material breach of any term of this Agreement and which in the case of a breach capable of being remedied is not remedied within 30 days of a written request to remedy it; or (b) the other party breaches a material provision of this Agreement that is not capable of remedy. 11.2 EFFECT OF TERMINATION Upon termination the User must no longer operate vMix. 12 GENERAL PROVISIONS 12.1 ASSIGNMENT The parties may only assign, encumber, declare a trust over or otherwise create an interest in their rights under this document with the other party s consent, which must not be unreasonably withheld. 12.2 ENTIRE AGREEMENT The Agreement sets out all the parties rights and obligations relating to the subject matter of the Agreement, and it supersedes all previous agreements or understandings between the parties in connection with the relevant subject matter. 12.3 FORCE MAJEURE If a party is affected by a Force Majeure Event, they must immediately notify the other party of the circumstances. The parties' obligations under this Agreement, other than an obligation to pay the Licence Fees, are suspended for the duration of and to the extent that they are affected by the Force Majeure Event. However, either party may end this Agreement if the Force Majeure Event continues for more than 60 days. 12.4 GOVERNING LAW The Agreement is governed by and is to be construed in accordance with the laws applicable in Queensland, Australia. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Queensland, Australia. 12.5 NOTICES The parties agree all notices, disclosures and other communications (other than the service of initiating applications in a court or tribunal) that are provided in accordance with this clause 12.5, satisfy any legal requirement that such communications be in writing. Any communication under or in connection with this Agreement: (a) in the case of a communication sent to the User must be sent to the email address associated with the User s account; and (b) in the case of a communication sent to StudioCoast must be: (i) sent via StudioCoast s Contact Us page at https://www.vmix.com/contact-us.aspx; or (ii) either delivered or posted by prepaid post to StudioCoast registered address. 12.6 RIGHTS CUMULATIVE Except as expressly stated otherwise in the Agreement, the rights of a party under the Agreement are cumulative and are in addition to any other rights of that party. 12.7 SURVIVAL Clauses 7, 8, 10 and any other clause in the Agreement which is expressed to survive or by its nature should survive, will survive termination or expiry of the Agreement for any reason. 12.8 VARIATIONS This Agreement may not be varied. 12.9 WAIVER Clauses and rights in the Agreement may not be waived. 13 THIRD PARTY NOTICES 13.1 COPYRIGHT NOTICES AND LICENSES The licenses and copyright notices for all 3rd party libraries are located in the licenses directory within the application path. This software uses libraries from the FFmpeg project under the LGPLv2.1 13.2 NEWTEK NDI NOTICE This product includes NDI software and technology licensed from NewTek, Inc. NDI is a trademark of NewTek, Inc. NewTek and/or its licensors owns all copyright rights in the NDI Software and NDI copyrightable technology utilized in the Product. All software herein, including the NDI software and technology, is subject to the restrictions in this End User License, including the following restrictions, limitations and exclusions: (a) you may not reverse engineer, disassemble, or recompile the Product, including the NDI Software, or any part thereof, or any NDI protocols used in the Product, nor attempt to do any of the foregoing; (b) you may not copy, distribute, or create derivative works of the NDI Software (except one copy may be made for archival backup purposes); (c) NewTek is not liable for any damages, whether direct, indirect, incidental or consequential, arising from the use of the Product and/or NDI ; (d) You accept the Product and NDI software as is without warranties of any kind; all warranties, express or implied, of merchantability, fitness for a particular purpose, and warranty of title, are expressly disclaimed and excluded. To the extent any of the foregoing disclaimers is not allowed by applicable law such term shall not apply and in such case you agree not to utilize the NDI in the Product. 13.3 AVC NOTICE This product is licensed under the AVC patent portfolio license for the personal use of a consumer or other uses in which it does not receive remuneration to (i) encode video in compliance with the AVC standard ( AVC video ) and/or (ii) decode AVC video that was encoded by a consumer engaged in a personal activity and/or was obtained from a video provider licensed to provide AVC video. No license is granted or shall be implied for any other use. Additional information may be obtained from MPEG LA, L.L.C. See http://www.mpegla.com 13.4 YOUTUBE NOTICE Where Users interact with YouTube services, Users agree to be bound by YouTube's terms of service which can be found at the following web site address: https://www.youtube.com/t/terms 13.5 ZOOM NOTICE Where Users interact with Zoom services, Users agree to be bound by Zoom's terms of service which can be found at the following web site address: https://explore.zoom.us/en/terms/ 14 DEFINITIONS AND INTERPRETATION 14.1 DEFINITIONS Unless the terms and conditions of the Agreement state otherwise, the following expressions used in this Agreement have the following meanings: AGREEMENT means these terms set out in this schedule and any document incorporated into them by reference. COMMENCEMENT DATE means the date the User purchases a licence to vMix. CONSEQUENTIAL LOSS means indirect or consequential loss not arising as a natural consequence of a breach or other event giving rise to liability of a party, any loss of profits, loss of revenue, loss of any contract value, loss of anticipated profit or damages for lost opportunity or loss of data. DATA PROCESSING AGREEMENT means the data processing agreement set out in Schedule 3. FORCE MAJEURE EVENT means an unforeseen event beyond the control of the affected party, including an act of war (whether declared or not) or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, health epidemic or pandemic, hacking, industrial action or labour disturbance, currency restriction, embargo, action or inaction by a government, a failure of a supplier, public utility or common carrier or computer disruption due to the effects of a computer virus, trojan, malware, ransomware or other malicious code. INTELLECTUAL PROPERTY means all present and future rights conferred by statute, common law or equity (and all moral rights) in or in relation to business names, circuit layouts, computer software, confidential information, copyright, designs, domain names, formulas, inventions, knowhow, patents, plant varieties, recipes, trademarks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right. LICENCE means the rights to use vMix and the Support Materials as expressly set out in this Agreement. LICENCE FEE means the fee payable to StudioCoast for a Licence to use vMix and the Support Materials. MINIMUM SYSTEM REQUIREMENTS means the minimum requirements for the User s IT system required to access and use vMix, as specified on StudioCoast s Website including but not limited to those specified at https://www.vmix.com/software/supported-hardware.aspx; and https://www.vmix.com/products/vmix-reference-systems.aspx; and https://www.vmix.com/help/. In addition, the User is solely responsible for ensuring that its internet upload and download bandwidth, consistency and network conditions are adequate for its production needs. NON-EXCLUDABLE CONDITION means any guarantee, condition or warranty which cannot by law be excluded. PAYMENT TERMS means the requirement to make payment immediately on procuring the vMix Licence. PERSONAL INFORMATION means information or an opinion about an identifiable individual (not a company), whether or not that information or opinion is true or in a material form. PRIVACY LAW means: the Privacy Act 1988 (Cth) (Privacy Act) and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, the General Data Protection Regulation (GDPR); and any other law that governs the use, disclosure or management of data or information relating to persons which applies to either party to this Agreement. REGISTRATION KEY means the security credentials required to activate vMix. STUDIOCOAST means Studiocoast Pty Ltd ACN 143 039 070 and its permitted novatees and assignees. SUPPORT MATERIALS means the documents including the content accessible via https://www.vmix.com/support/ which are designed to be used with vMix. SUPPORT SERVICES means the support services for vMix made available via https://www.vmix.com/support/. TERM means the duration of this Licence beginning on the Commencement Date and continuing for 100 years unless terminated for breach in accordance with clause 11 THIRD PARTY INFRASTRUCTURE means service infrastructure operated by third parties to this agreement including cloud service providers, internet service providers, network service providers and telecommunication service providers. TRIAL LICENCE takes its meaning from clause 2(a). TRIAL NOTICE takes its meaning from clause 2(a). TRIAL PERIOD takes its meaning from clause 2(b). USER means the person who procures a vMix Licence from StudioCoast. USER DATA means any data transmitted to StudioCoast s servers by the User, which is typically limited to details of call recipients instigated via the vMix Call software and the vMix Registration Key. VERSION UPDATE means patches, version updates and minor software updates to vMix, as released from time to time by StudioCoast. VERSION UPGRADE means a licence which upgrades one vMix lifetime licence to another. vMix means the version (selected at checkout or arising from any Version Upgrade) of the live streaming and production software that allows Users to create professional quality productions on their own computer. vMix Call means the components of vMix which allows Users to add remote guests to the vMix production. vMix WEBSITE means https://www.vmix.com/ and any of its subdomains. 14.2 INTERPRETATION Unless it is expressly stated that a different rule of interpretation will apply: (a) a reference to a part, clause, annexure, exhibit, appendix or schedule is a reference to a part of, clause of, an annexure, exhibit, appendix or schedule to this Agreement and a reference to this Agreement includes any annexure, exhibit, appendix and schedule; (b) a reference to an agreement includes any variation or replacement of the agreement; (c) the singular includes the plural and the opposite also applies; (d) headings are provided for convenience and do not affect the interpretation of the documents making up the Agreement; (e) unless used for the usual grammatical purpose, inverted commas around a term indicate industry jargon that will be interpreted according to how that term would be understood by an individual with expertise in the relevant industry; (f) include , includes and including must be read as if followed by the words without limitation ; (g) a reference to a clause refers to clauses in this Agreement and is a reference to its sub-clauses; (h) if a word or phrase is defined, its other grammatical forms have corresponding meanings; (i) agreements, representations and warranties made by two or more people will bind them jointly and severally; (j) a reference to any legislation includes any consolidation, amendment, re-enactment or replacement of legislation; (k) a person includes the person s executors, administrators and permitted novatees and assignees; (l) a reference to a person includes a firm, a body corporate, an unincorporated association or an authority and vice versa; (m) a reference to conduct includes any omission, representation, statement or undertaking, whether or not in writing; (n) no rule of construction will apply to a provision of a document to the disadvantage of a party merely because that party drafted the provision or would otherwise benefit from it; and (o) if any part of the Agreement is invalid, unlawful or unenforceable, the invalid, unlawful or unenforceable part of the Agreement will not apply but the other parts of the Agreement will not be affected. ****************************************************** SCHEDULE 3 DATA PROCESSING AGREEMENT BACKGROUND This Data Processing Agreement forms part of the vMix Licence between StudioCoast and the User but only to the extent the parties are required to comply with the General Data Protection Regulation and only then with respect to the processing of data relating to Data Subjects pursuant to the General Data Protection Regulation. (A) The User acts as a Data Controller. (B) The User wishes to subcontract certain Services, which imply the processing of personal data, to StudioCoast. (C) The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (GENERAL DATA PROTECTION REGULATION). (D) The Parties wish to lay down their rights and obligations, as set out below. 1 DEFINITIONS AND INTERPRETATION 1.1 Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning: 1.1.1 AGREEMENT means this Data Processing Agreement and all Schedules; 1.1.2 USER PERSONAL DATA means any Personal Data Processed by a Contracted Processor on behalf of User pursuant to or in connection with the Principal Agreement; 1.1.3 CONTRACTED PROCESSOR means a Subprocessor; 1.1.4 DATA PROTECTION LAWS means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country; 1.1.5 EEA means the European Economic Area; 1.1.6 EU DATA PROTECTION LAWS means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR; 1.1.7 GDPR means EU General Data Protection Regulation 2016/679 1.1.8 DATA TRANSFER means: 1.1.8.1 a transfer of User Personal Data from the User to a Contracted Processor; or 1.1.8.2 an onward transfer of User Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws); 1.1.9 SERVICES means the processing of data conducted by Studiocoast arising from the User s use of the vMix software. 1.1.10 SUBPROCESSOR means any person appointed by or on behalf of Processor to process Personal Data on behalf of the User in connection with the Agreement. 1.1.11 PRINCIPAL AGREEMENT means the vMix licence between the parties. 1.2 The terms, Commission, Controller, Data Subject, Member State, Personal Data, Personal Data Breach, Processing and Supervisory Authority shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly. 2 PROCESSING OF USER PERSONAL DATA 2.1 Processor shall: 2.1.1 comply with all applicable Data Protection Laws in the Processing of User Personal Data; and 2.1.2 not Process User Personal Data other than on the relevant User s documented instructions. 2.2 The User instructs Processor to process User Personal Data. 3 PROCESSOR PERSONNEL Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the User Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant User Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual's duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality. 4 SECURITY 4.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Processor shall in relation to the User Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR. 4.2 In assessing the appropriate level of security, Processor shall take into account the risks that are presented by Processing, in particular the risks arising from a Personal Data Breach. 5 SUBPROCESSING 5.1 Processor shall not appoint (or disclose any User Personal Data to) any Subprocessor unless required; or authorized by the User. 6 DATA SUBJECT RIGHTS 6.1 Taking into account the nature of the Processing, Processor shall assist the User by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the User obligations, as reasonably understood by User, to respond to requests to exercise Data Subject rights under the Data Protection Laws. 6.2 Processor shall: 6.2.1 promptly notify User if it receives a request from a Data Subject under any Data Protection Law in respect of User Personal Data; and 6.2.2 ensure that it does not respond to that request except on the documented instructions of User or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform User of that legal requirement before the Contracted Processor responds to the request. 7 PERSONAL DATA BREACH 7.1 Processor shall notify User without undue delay upon Processor becoming aware of a Personal Data Breach affecting User Personal Data, providing User with sufficient information to allow the User to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws. 7.2 Processor shall co-operate with the User and take reasonable commercial steps as are directed by User to assist in the investigation, mitigation and remediation of each such Personal Data Breach. 8 DATA PROTECTION IMPACT ASSESSMENT AND PRIOR CONSULTATION Processor shall provide reasonable assistance to the User with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which User reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of User Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors. 9 DELETION OR RETURN OF USER PERSONAL DATA 9.1 Subject to this section 9 Processor shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of User Personal Data (the Cessation Date), delete and procure the deletion of all copies of those User Personal Data. 9.2 At the request of the User, the processor shall provide written certification to User that it has fully complied with this section 9 within 10 business days of the Cessation Date. 10 GENERAL TERMS 10.1 CONFIDENTIALITY. Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (CONFIDENTIAL INFORMATION) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that: (a) disclosure is required by law; (b) the relevant information is already in the public domain. 10.2 NOTICES. All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email. 11 GOVERNING LAW AND JURISDICTION 11.1 This Agreement is governed by the same laws as the Principal Agreement. 11.2 Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the Principal Agreement.