TERMS OF SERVICE

Welcome to Stickam's PayPerLive service ("PayPerLive"). Before you begin using PayPerLive, you must read and agree to the PayPerLive Terms of Service ("Terms of Service") and the following terms and conditions and policies, including any future amendments (collectively, the "Agreement"):

Universal Terms of Service - Stickam's general terms and conditions, located at http://stickam.com/viewUniversalTerms.do

Privacy Policy - How we maintain and protect your personal information, located at http://stickam.com/about/privacy.do

1. Description of PayPerLive Service

PayPerLive provides ticketing and subscription tools enabling subscribers to generate revenue by selling tickets to their live-streaming events and subscriptions to their recorded content, to registered Stickam users. PayPerLive also provides subscribers the ability to create an on-line community where their fans, students, and other registered users of Stickam can interact using various publishing and communication tools ("PayPerLive Community"). Depending on which PayPerLive plan you subscribe to, you may use your own domain name ("Your Domain Name"), or a Stickam sub-domain name for your PayPerLive Community.

2. Eligibility and Registration

1. You must be 18 years of age or older and capable of forming a binding contract in order to subscribe to PayPerLive.
2. If you wish to subscribe to PayPerLive, you must: (1) have an existing, valid and active Stickam user account (or create one); and (2) sign up for a PayPerLive service level by completing the PayPerLive registration application for that service level("Subscription").
3. Accepting Payments. You must have a valid PayPal account for accepting payment before using PayPerLive Ticketing and Subscription Tools. You can register for a PayPal account by visiting their website located at http://www.paypal.com. There may be fees imposed by the provider of the PayPal service as well as sending or receiving limits and other conditions. It is your responsibility to verify such conditions with PayPal. You acknowledge that Stickam is in no way responsible for, or involved with, or guarantees the payment for orders made using PayPerLive and that PayPal is a third party service provider.
4. Other Requirements. You can sell tickets to your live-streaming events and subscriptions to your content only if you legally have the right to sell tickets and/or subscriptions to those events and content. You agree to honor the terms of the sale. You may not misrepresent the content or services offered for sale. You are responsible for the calculation, collection, reporting, and remittance of all sales tax and value added tax ("VAT") applicable to any sale made by you. You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of PayPerLive.

3. License to Use and Access PayPerLive Service

1. As long as you are not in breach of any terms or conditions of this agreement, Stickam grants you a limited, revocable, nontransferable, non-assignable and non-exclusive right and license to access and use the Stickam PayPerLive Service as set forth in these Terms of Service.
2. You may not (nor may your permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of any software (or any part thereof) made available to you by Stickam.

4. Fees and Billing

1. We charge fees to PayPerLive Subscribers. Unless otherwise provided in writing, when you subscribe to PayPerLive, you will be charged based on our Fee Schedule (located at https://payperlive.com/plans), which we may change from time to time. Changes to the Fee Schedule are effective immediately upon posting the changes on the PayPerLive website [www.payperlive.com]. We may choose to temporarily reduce the fees for our services for promotional events or add new fees associated with new services, and such changes are effective when we post the temporary promotional event or new service.
2. You are responsible for paying all fees and applicable taxes associated with the service level you select in U.S. dollars, in a timely manner. If your payment method fails or your account is past due, we may collect fees owed using other collection methods. This includes charging other payment methods you have previously provided us, as well as referring your account to collection agencies and legal counsel.
3. Fee Schedule. The current Fee Schedule for PayPerLive is provided at https://payperlive.com/plans.
   1. Membership Fee. You will be charged a recurring monthly Membership Fee in accordance with the Fee Schedule for the Service Level selected. You understand your credit card will automatically be charged each month for the current monthly Membership Fee in accordance with the service level you subscribed for until you request cancellation of your subscription. Membership Fees are non-refundable. You will be charged for a full month's service if you do not submit a cancellation request before 12:00 am, Pacific Time, on the anniversary date of your subscription.
   2. Transaction Fee. The Transaction Fee is calculated by multiplying the applicable rate in accordance with the Fee Schedule for the Service Level selected, times your total sales. Sales tax will not be considered as part of your total sales when calculating the Transaction Fee. On the last day of each calendar month, you will be invoiced for Transaction Fees (if any). Invoices are due and payable thirty (30) days from date of invoice.
   3. Setup Fee. You will be charged a one-time setup fee in accordance with the Fee Schedule. The Setup Fee will be charged to your credit card at the time you subscribe, and is non-refundable.

4. In the event your Subscription to the PayPerLive service or your Stickam user account is suspended for any reason, any amounts due will immediately become due and payable. Stickam reserves the right to charge any amounts you have not previously disputed to your credit card. It is your sole responsibility to update your current payment method with Stickam. If your payment method is declined, has expired, or the payment of accrued fees owed to Stickam is otherwise denied, Stickam may continue to try to process your payment method for payment and/or charge you an administrative fee not to exceed $25.00, and Stickam may suspend your PayPerLive account with no notice to you. Additionally, Stickam may send your account to a collections agency and charge interest on any amounts overdue equal to the lesser of one and one and half percent (1.5%) per month or the highest rate allowable by law, which shall be determined and compounded daily from the date due until the date paid in full. You agree to be responsible for any and all collection costs incurred by Stickam for any amounts owed and overdue, including reasonable attorney's fees and court costs. The failure by Stickam for any reason to charge or collect the above sums shall not relieve your responsibility to pay the Fees due in accordance with this Fees and Billing Schedule.
5. Billing Questions. If you have questions concerning your PayPerLive account, please send an email to info@payperlive.com, or write to:

   Stickam Worldwide, Inc.
   PayPerLive Support
   444 S. Flower Street, Suite 3000
   Los Angeles, CA 90071

5. Network Data

1. Data Collection Privacy. Stickam collects User Data from your PayPerLive Community. User Data includes profile data, including registration information (e.g. email addresses), answers to profile questions, traffic data (e.g. IP addresses) and statistical information. You agree that your access to this User Data as part of the management controls of your PayPerLive Community is subject to the Stickam Privacy Policy. In addition, subject to this agreement, you may collect User Data from users of your PayPerLive Community. If you do so, you hereby agree that such User Data shall not be used in a manner inconsistent with, or that causes Stickam to violate the Stickam Privacy Policy.
2. Notice to Users. You agree to clearly communicate on your PayPerLive Community site that the site uses Stickam authentication, and that each User of the site will be sharing the data they provide to you with Stickam.
3. License of User Data. Subject to this Agreement, all User Data shall be your property. However, you hereby grant to Stickam a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, fully paid-up, royalty-free right and license to (i) use, reproduce, store, create derivative works of, distribute, publicly perform and display the User Data on or through the Stickam platform and in all current and future media in which the Stickam platform may be distributed; (ii) use and disclose the User Data and related metrics through and in connection with the Stickam platform, the advertising and promotion of Stickam, and the business of Stickam.
4. User Data Modification. You acknowledge that Stickam may receive requests from users of your PayPerLive Community or persons authorized to act on behalf of such users, to modify or delete personally identifiable information relating to such users. You hereby agree that Stickam may modify or delete personally identifiable information relating to such user, without notice to you, in Stickam's sole discretion.
5. User Data Backup. Stickam is not required to keep backup copies of User Data on the Stickam platform once the User Data is deleted. You should independently backup user data.

6. Stickam Property

1. No Contest. You shall not contest or dispute that Stickam is the rightful owner of the Stickam Intellectual Property, and you shall not claim any title to or right to use the Stickam Intellectual Property, or any variation thereof, other than the right to use the Stickam services as provided under this Agreement. "Stickam Intellectual Property" includes, without limitation, all software in any format, processes, algorithms, user interfaces, know-how, techniques, organization, designs; user content including without limitation, text, images, photographs, audio and video material; and all other tangible or intangible materials related to, displayed, performed or distributed by Stickam, and the Stickam services themselves, including, the selection, sequence, and "look and feel" and arrangement of items on the Stickam services, and all Stickam trademarks and service marks, domain names, sub-domain names, patents, and other intellectual property.
2. Property of Stickam. Stickam shall retain all right, title and interest in the Stickam Technology, including derivative works, documentation, upgrades, bug fixes, and trademarks, service marks, domain names, patents and other Intellectual property rights. You agree to execute any instruments and/or documents Stickam may reasonably request to verify and maintain Stickam's ownership right, or to transfer any part of the same which may vest in you for any reason.

7. Your Property

1. No Contest. Stickam shall not contest or dispute that you are the rightful Owner of Your Content, Your Domain Name, (but not a Stickam sub-domain name) your trademarks and the goodwill associated therewith, and Stickam shall not claim any title to or right to use Your Content, Your Domain Name, your trademarks or any variation thereof except as otherwise provided in this agreement.
2. Your Property. Your Content, Your Domain Name (but not any Stickam sub-domain name) and all of your trademarks, used by you shall remain the property of you and Stickam shall have no rights therein and shall take no action inconsistent with your ownership rights in Your Domain Name or your trademarks or challenge the validity thereof. Stickam recognizes the great value of the goodwill associated with Your Domain Name and your trademarks and the identification of Your Content and other products with your trademarks and acknowledges that Your Content, Your Domain Name and trademarks and all rights therein and goodwill pertaining thereto belong to you. Stickam shall not at any time use, promote, advertise, display or otherwise commercialize Your Content, Your Domain Name or trademarks or any material utilizing or reproducing your domain name or trademarks in a manner that will adversely affect any rights, of yours or in a manner that would derogate or detract from the repute of you, Your Domain Name or your trademarks.

8. Your PayPerLive Community

1. Policies and Agreements. You may have your own agreements or policies between you and each user of your PayPerLive Community, provided that each such agreement or policy does not supersede, amend, or otherwise affect in any way any terms of the Stickam Terms of Service or the Stickam Privacy Policy, and provided that you allow Stickam to display the Stickam Terms of Service and Privacy Policy on your PayPerLive Community site.
2. Other Requirements. Your PayPerLive Community site shall not be designed or implemented in a way that, as determined by Stickam in its sole discretion, might mislead a user into believing that he or she is interacting directly with Stickam when interacting with your PayPerLive Community. Stickam takes no responsibility for any Content appearing on or through your PayPerLive Community site, and, except as may be otherwise provided for in writing, Stickam has no obligation to monitor such Content.

9. Indemnification

1. Stickam's Indemnity. Stickam warrants that it has the right to grant the license contained in this Agreement. Subject to the limitations set forth in this Section 9, Stickam agrees to indemnify and hold you harmless from any claim, suit, loss and damage made or sustained by you by reason of a breach of this warranty, provided that you give Stickam prompt written notice of any such claim.
2. Your Indemnity. You shall indemnify and defend and hold Stickam harmless from and against any and all liabilities, claims, expenses, suits, damages, judgments and losses, including attorneys fees, for which Stickam may become liable or may incur or pay, in or as a result of, or by reason of any acts or omissions that may be committed or suffered by you or any of your servants agents or employees, in connection with your performance under this agreement, including but not limited to (i) claims based on your content; or (ii) claims for alleged infringement of any Intellectual Property or other right that result from your own Internet Business or other activities.

10. Disclaimer Related to Transactions Between Users

1. Interactions with Users. Your interactions with other Stickam users, including the payment for and delivery of goods and services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the other user. If there is a dispute between you and any third party, Stickam is under no obligation to become involved.
2. Stickam is not a party to the transactions between Stickam users with respect to the sale/purchase of tickets to on-line events or subscriptions to recorded content, nor is Stickam acting as an agent of sale. Stickam disclaims any responsibility for or liability related to such sales/purchases. Any questions, complaints or claims related to the sale/purchase of tickets to on-line events or subscriptions to recorded content should be directed to the appropriate Stickam user.

Revised: June 23, 2010