Terms of Service

Adopted: May 15, 2022

This Make Live Ltd Terms of Service (the "Agreement") is made and entered into by and between Make Live Ltd and the entity or person agreeing to these terms (the "Customer"). "Make Live" means Make Live Ltd, a company incorporated under the laws of the United Kingdom, with the address of 17 King Edwards Road, Ruislip, London, HA4 7AE, United Kingdom.

This Agreement is effective as of the date that the Customer clicks to accept the Agreement (the "Effective Date"). If you are accepting on behalf of the Customer, you represent and warrant that: (i) you have full legal authority to bind the Customer to this Agreement; (ii) you have read and understood this Agreement; and (iii) you agree, on behalf of the Customer, to this Agreement. If you do not have the legal authority to bind the Customer, please do not click to accept. This Agreement governs the Customer's access to and use of the computational services, which currently includes applications and computations resources for rendering and dedicated GPU servers, and video transcoding, offered by Make Live (the "Services"). For an offline variant of this Agreement, you may contact Make Live for more information.

1. Provision of the Service

1.1. Services Use

During the Term, the Customer may:

The Customer may not sublicense or transfer these rights. Customers are restricted from registering multiple Accounts with the same billing details without consent of Make Live. Make Live shall, without notification to you, suspend Account or any other Account used by such Customer. The use of referral codes by multiple Accounts having the same billing profile is not allowed. Make Live also reserves the right to terminate a Customer's Account if it is targeted by malicious activity from other parties.

1.2 App

Make Live will provide Services to the Customer. As part of receiving the Services, the Customer will have access to the Dashboard through which the Customer may administer the Services. The Dashboard also provides the Customer tools to deploy the Services and Make Live infrastructure for rendering, dedicated GPU services, video transcoding, and other applications.

1.3 Accounts

The Customer must establish and maintain an Account and a Token or similar Account credential to use the Services, and is responsible for the information it provides to create the Account, the security of the Token and its passwords for the Account, and for any use of its Account and the Token. If Customer becomes aware of any unauthorised use of its password, its Account or the Token, Customer will notify Make Live as promptly as possible. Make Live has no obligation to provide Customer multiple Tokens or Accounts.

1.4. Service Level Agreement and Variances

The Customer acknowledges that the Services shall be rendered on a best effort basis in accordance with the Make Live Service Level Agreement ("SLA"). The availability of the Services may vary as set forth in the SLA. Notwithstanding the aforementioned variance, Make Live shall make reasonable efforts to ensure that all facilities and the relevant supplies for providing the Services are maintained in good working order to avoid any variance with the same diligence it applies in its own dealings.

1.5 New Applications and Services

Make Live may:

1.6 Modifications to Terms of Services or Privacy Policy

Make Live reserves the right, at its sole discretion, to change, modify, add or remove any portion of these Terms and Conditions, including the Privacy Policy, in whole or in parts, at any time. If Make Live makes a material change to the Services or Privacy Policy. The user's continued use of Make Live services after such changes are posted will constitute its agreement to such changed SLA, Terms of Service, and/or the Privacy Policy. Make Live will provide at least five (5) days' advance notice, except if the changes apply to new functionality in which case they will be effective immediately for material changes to any

SLA, changes in these Terms of Service, and/or the Privacy Policy by either:

2. Payment Terms, Fees and Taxes

2.1 Service Fees

The Customer shall pay a per-minute rate for every second the Customer uses, with a one-minute minimum. Please visit the Make Live pricing page for more information on per-minute billing. Except as otherwise noted, our prices are exclusive of applicable taxes and duties, including value added tax ("VAT") and applicable sales tax.

2.2 Taxes

The Customer is responsible for any taxes, and the Customer will pay Make Live for Services without any reduction for taxes. If Make Live is obligated to collect or pay Taxes ( the "Taxes"), taxes will be invoiced to the Customer, unless the Customer provides Make Live with a timely and valid tax exemption certificate authorised by the appropriate taxing authority. In some countries, states, and provinces, the sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale.

If the Customer is required by law to withhold any taxes from its payments to Make Live, the Customer must provide Make Live with an official tax receipt or other appropriate documentation to support such withholding. If under the applicable tax legislation, the Services are subject to local VAT and the Customer is required to make a withholding of local VAT from amounts payable to Make Live, the value of the Services calculated in accordance with the above procedure will be increased (grossed up) by the Customer for the respective amount of local VAT and the grossed-up amount will be regarded as a VAT inclusive price. Local VAT amount withheld from the VAT-inclusive price will be remitted to the applicable local tax entity by the Customer and the Customer will ensure that Make Live will receives payment for its services for the net amount as would otherwise be due (the VAT-inclusive price less the local VAT withheld and remitted to applicable tax authority).

If required under applicable law, the Customer will provide Make Live with applicable tax identification information that Make Live may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. The Customer will be liable to pay (or reimburse Make Live for) any taxes, interest, penalties or fines arising out of any mis-declaration by the Customer.

2.3 Invoice Disputes & Refunds

Any invoice disputes must be submitted prior to the payment due date. If the parties determine that certain billing inaccuracies are attributable to Make Live, Make Live will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, Make Live will apply the credit memo amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. To the fullest extent permitted by law, Customer waives all claims relating to Fees unless claimed within sixty days after charged (this does not affect any Customer rights with its credit card issuer). Refunds (if any) are at the discretion of Make Live and will only be in the form of credit for the Services. Nothing in this Agreement obligates Make Live to extend credit to any party.

2.4 Delinquent Payments Suspension

Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. The Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by Make Live in collecting such delinquent amounts. If the Customer is late on payment for the Services, Make Live may suspend the Services or terminate the Agreement for breach pursuant to Section 9.

2.5 Payment for service usage

The charged amount is a result of the total time duration of their usage times the set price for that duration - per used instance. By accepting our Terms of Service, the customer gives permission to Make Live to charge for used services. At the same time the customer commits to pay Make Live the issued amount with a valid credit card.
On-demand services are billed on the first day of the month following the billing period (e.g. 1st of June a customer receives an invoice for used services in May). Make Live sends the invoice to the registered email address while the amount is charged on the provided credit card (transaction is executed through our payment service partner). As long as customers are registered this process is automatically performed every month (if the charged amount equals zero, there will be no bill generated).

2.6 Credit Card Authorization

Make Live reserves the right to authorise credit cards provided by customers as a payment method at any time by initiating a temporary hold no larger than the current outstanding amount on the upcoming invoice. These activities marked as "Credit Card Authorization"* are not regular charges or payments to Make Live but temporary hold ensuring the provided credit card as a viable payment method.

In case there is no outstanding amount for the upcoming invoice, the charged amount depends on the nature of the quota request of the customer and may vary. If the validation is successful, the amount claimed by Make Live as authorization will be released to the issued credit card within seven banking days.

Unsuccessful credit card authorization will lead to suspending the account in question. This method may be used multiple times for the same credit card over the course of the month.

3. Customer Obligations

3.1. Acceptable Use Policy Compliance

The Customer is solely responsible for its applications, projects, and customer data and for making sure its applications, projects, and customer data comply with the Make Live Acceptable Use Policy (the "AUP") set forth in this Section 3.1. Make Live reserves the right to review the application, project, and customer data for compliance with the AUP.

The Customer is responsible for ensuring all customer end users comply with Customer's obligations under the AUP and the restrictions in Sections 3.3 and 3.5 below.

Customer agrees not to, and not to allow third parties to use the Services to violate, or encourage the violation of, the legal rights of others (for example, this may include allowing Customer End Users to infringe or misappropriate the intellectual property rights of others in violation of the Digital Millennium Copyright Act); to engage in, promote or encourage illegal activity; for any unlawful, invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a website); to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature; to interfere with the use of the Services, or the equipment used to provide the Services, by customers, authorised resellers, or other authorised users; to disable, interfere with or circumvent any aspect of the Services; to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisements or other solicitations (the "Spam"); or to use the Services, or any interfaces provided with the Services, to access any other Make Live product or service in a manner that violates the terms of service of such other Make Live product or service.

3.2 Privacy

Customer will obtain and maintain any required consents necessary to permit the processing of Customer Data under this Agreement.

3.3. Restrictions

Unless otherwise specified in writing by Make Live, Make Live does not intend uses of the Services to create obligations under the Health Insurance Portability and Accountability Act of 1996 (the "HIPAA"), and makes no representations that the Services satisfy HIPAA requirements. If Customer is (or becomes) a Covered Entity or Business Associate, as defined in HIPAA, Customer will not use the Services for any purpose or in any manner involving Protected Health Information (as defined in HIPAA) unless Customer has received prior written consent to such use from Make Live.

3.4. Eligibility & Registration

Registration is required to use the Services (the "Account"). You must provide accurate and complete information and keep your Account information updated. You are solely responsible for the activity that occurs on your Account, regardless of whether the activities are undertaken by you, your employees, or a third party (including your contractors or agents), and for keeping your Account password secure. You must notify us immediately of the breach of security or unauthorised use of your Account. Failure to comply with these requirements shall constitute a material breach of the Agreement and your account shall be immediately terminated.

3.5. Content

For purposes of the Agreement, the term Content ( the "Content" ) includes, without limitation, information, data, text, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. All Content added, created, uploaded, submitted, distributed, or posted to the Services by users (the "User Content"), whether publicly posted or privately transmitted, is at the sole responsibility and discretion of the person who originated such User Content. You represent that all User Content provided by you is in compliance with all applicable laws, policies, and regulations including but not limited to Privacy Law and Intellectual Property Laws. You agree that all Content, including User Content, uploaded or accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom.

3.6. Copyright, Patent, Trademark and Trade Secrets Compliance

Customers may not use the Services in violation of the copyrights, trademarks, patents, or trade secrets of third parties, nor shall they utilise the Services to publish such materials in a manner that would expose them to public view in violation of the law. The provisions of the Digital Millennium Copyright Act of 1998 (the "DMCA") (as required under 17 U.S.C. ยง512) and all other applicable international trademark, copyright, patent, or other intellectual property laws will apply to issues presented by allegations of copyright violations by third parties. Make Live will, in appropriate circumstances, terminate the accounts of repeat violators. If a third party believes that a Make Live Customer is violating its intellectual property rights, it should notify us by email at service@make.live. A notification should include information reasonably sufficient to permit Make Live to locate the allegedly infringing material, such as the IP address or URL of the specific online location where the alleged infringement is occurring. Customer shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services. Subject to the Agreement, we grant each user of a worldwide, non-exclusive, revocable, non-sublicensable, and non-transferable licence to use the Services. Use, reproduction, modification, distribution, or storage of any Content for other than purposes of using the Services is expressly prohibited.

3.7. Compliance with Applicable Laws

We also reserve the right to access, read, preserve, and disclose any information we reasonably believe is necessary to

3.8. Use of the Network

Customers must comply with, and refrain from violations of, any right of any other person, entity, law, or contractual duty, and including and without limitation to those laws forbidding:

3.9 Assigned IP Addresses

Each Customer will be assigned with unique IP addresses. Customers shall use only those IP addresses that are assigned to resources by Make Live, and shall not use any IP addresses outside of their assigned range. Customers shall not use any mechanism to exceed the amount of resources assigned to them through the Services, or to conceal such activities.

3.10 Email Violations

Customers shall not send bulk email utilising their resources on the Services. Customers shall comply with all laws regarding the sending of commercial electronic messages or other marketing or electronic communications. Customers are forbidden from taking any action that would result in their IP addresses, or any IP address associated with Make Live or other Customers, being placed on the Spamhaus.org blacklist. Make Live reserves the sole and absolute right to determine whether an email violation has occurred.

3.11. Export

Customer shall comply with all applicable export and import control laws and regulations in its use of the Services, and, in particular, Customer shall not utilise the Services to export or re-export data or software without all required government licences. Customer assumes full legal responsibility for any access and use of the Services from outside the governing region of the datacenter, with full understanding that the same may constitute export of technology and technical data that may implicate export regulations and/or require export licence. Should such a licence be required, it shall be Customer's responsibility to obtain the same, at Customer's sole cost and expense, and in the event of any breach of this duty resulting in legal claims against Make Live, Customer shall defend, indemnify, and hold Make Live harmless from all claims and damages arising therefrom.

3.12 Access Code Protection

Customers shall utilise proper security protocols, such as setting strong passwords and access control mechanisms, safeguarding access to all logins and passwords.

3.13 Remedial Action

Customers shall notify Make Live if and when they learn of any security breaches regarding the Services, and shall aid in any investigation or legal action that is taken by authorities and/or Make Live to cure the security breach.

3.14 Backup

Customer is solely responsible for the preservation of Customer's data, which Customer saves onto its virtual server (the "Data"). Even with respect to data as to which customer contracts for backup services provided by Make Live, to the extent permitted by applicable law, Make Live shall have no responsibility to preserve data. Make Live shall have no liability for any data that may be lost, or unrecoverable, by reason of customer's failure to backup its data or any other reason.

3.15 Multiple Accounts and Fraudulent Accounts

Customers are restricted from registering multiple or duplicate Accounts without first notifying Make Live of that intent. Otherwise, Make Live shall have the right to automatically flag such Accounts as fraudulent or abusive, and Make Live may, without notification to the Customer of such Account, charge for the occurred usage and delete or suspend the service of such Account or any other Account used by such Customer. The use of referral codes by multiple Accounts having the same billing profile is not allowed. Fraudulent or duplicate accounts are not entitled to any free credits or promotions offered by Make Live and Make Live shall have the right to revoke any free credits that were previously granted to that account. Make Live also reserves the right to terminate a Customer's Account if it is targeted by malicious activity from other parties.

4. Third Party Services

The Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. You represent and warrant that your use of any Third- Party Service ( the "Third-Party Service") signifies your independent consent to the access and use of your data by the Third-Party Service provider, and that such consent, use, and access is outside of Make Live's control. Make Live will not be responsible or liable for any disclosure, modification or deletion of data resulting from any such access by Third-Party Service providers. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between their operators and us. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such website or resource. It is your responsibility to protect your system from items such as viruses, worms, Trojan horses, and other items of a destructive nature.

5. Intellectual Property Rights. Use of Customer Data. Customer Feedback.

5.1 Intellectual Property Rights

Except as expressly set forth in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, the Customer owns all intellectual property rights in customer data and the application or project (if applicable), and Make Live owns all intellectual property rights in the Services and software.

5.2 Customer Feedback

If Customer provides Make Live comments, suggestions, or materials sent or transmitted (collectively, the "Feedback") about the Services, then Make Live may use that information without obligation to Customer, and Customer hereby irrevocably assigns to Make Live all right, title, and interest in that Feedback.

5.3 Benchmarking

Customer may not publicly disclose directly or through a third party the results of any comparative or compatibility testing, benchmarking, or evaluation (each, the "Test") of the Services, unless the disclosure includes all information necessary for Make Live or a third party to replicate the Test. If Customer conducts, or directs a third party to conduct, a Test of the Services and publicly discloses the results directly or through a third party, then Make Live (or a Make Live-directed third party) may conduct Tests of any publicly available products or services provided by Customer and publicly disclose the results of any such Test (which disclosure will include all information necessary for Customer or a third party to replicate the Test).

6. Privacy

7. Confidential Information

7.1 Obligations

The recipient will not disclose the Confidential Information ( the " Confidential Information" ) , except to affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfil obligations under this Agreement, while using reasonable care to keep it confidential.

7.2 Required Disclosure

Notwithstanding any provision to the contrary in this Agreement, the recipient may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient uses commercially reasonable efforts to:

Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if the recipient determines that complying with (i) and (ii) could:

As between the parties, Customer is responsible for responding to all third-party requests concerning its use and Customer end users' use of the Services.

8. Term and Termination

8.1 Agreement Term

The Term ( the "Term" ) of this Agreement will begin on the Effective Date and continue until the Agreement is terminated as set forth in Section 9 of this Agreement.

8.2 Termination for Breach

Either party may terminate this Agreement for breach if:

the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.

In addition, Make Live may terminate any, all, or any portion of the Services, if Customer meets any of the conditions in Section 8.2.

8.3 Termination for Inactivity

Make Live reserves the right to terminate the provision of the Service(s) to Customer upon 30 days advance notice if, for a period of 60 days:

8.4 Termination for Convenience

Customer may stop using the Services at any time. Customer may terminate this Agreement for its convenience at any time on prior written notice and upon termination, must cease use of the applicable Services. Make Live may terminate this Agreement for its convenience at any time without liability to Customer.

8.5 Effect of Termination

If the Agreement is terminated, then:

and upon request, each party will use commercially reasonable efforts to return or destroy all Confidential Information of the other party.

9. Publicity

Each Customer is permitted to state publicly that it is a customer of the Services, consistent with the Trademark Guidelines. If Customer wants to display Make Live's Brand Features in connection with its use of the Services, Customer must obtain written permission from Make Live through the process specified in the Trademark Guidelines. Brand Features means the trade names, trademarks, service marks, logos, domain names, and other distinctive Brand Features of each party, respectively, as secured by such parties from time to time. Make Live may include Customer's name or Brand Features in a list of Make Live's customers, online or in promotional materials. Make Live may also verbally reference Customer as a customer of the Services. Neither party needs approval if it is repeating a public statement that is substantially similar to a previously-approved public statement. Any use of a party's Brand Features will insure to the benefit of the party holding intellectual property rights to those Brand Features. A party may revoke the other party's right to use its Brand Features under this Section with written notice to the other party and a reasonable period to stop the use.

10. Disclaimer

Except as expressly provided for in this agreement, to the maximum extent permitted by applicable law, Make Live and its suppliers do not make any other warranty of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular use and noninfringement. Make Live and its suppliers are not responsible or liable for the deletion of or failure to store any customer data and other communications maintained or transmitted through use of the services. Customer is solely responsible for securing and backing up its application, project, and customer data. Neither Make Live nor its suppliers, warrants that the operation of the software or the services will be error-free or uninterrupted. Neither the software nor the services are designed, manufactured, or intended for high risk activities.

11. Limitations of Liability

11.1 Limitations of Liability

In no event shall we, nor our directors, employees, agents, partners, suppliers or content providers, be liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the services:

Customer acknowledges that the fees paid by him or her reflect the allocation of risk set forth in this agreement and that Make Live would not enter into this agreement without these limitations. Customer hereby waives any and all claims against Make Live arising out of customer's purchase or use of the services, or any conduct of Make Live's directors, officers, employees, agents, or representatives. Your sole and exclusive right and remedy in case of dissatisfaction with the services or any other grievance shall be your termination and discontinuation of access to or use of the services. In addition, you agree that Make Live is not responsible for any data compiled by our services and that Make Live will not be liable, in any manner, as a result of your exposure to any defamatory, libellous, threatening, unlawfully harassing, obscene or otherwise unlawful content or data. In no event shall Make Live, or any third party provider of any component of the services or of any information delivered as part of the services, be liable to you and/or any party for any damages of any kind, including but not limited to direct, indirect, special, exemplary, punitive, consequential, or similar damages arising out of or related to the services, content, products, the use or inability to use this website, or any linked website, including and without limitation to, lost profits, loss of use, business interruption, or other economic losses, loss of programs or other data, whether in an action of contract, negligence, or other tortious action, even if Make Live is advised of the possibility of such damages, including liability associated with any viruses which may infect your computer equipment.

11.2 Limitation on Amount of Liability

To the maximum extent permitted by applicable law, neither Make Live, nor Make Live's suppliers, may be held liable under this agreement for more than the amount paid by Customer to Make Live under this agreement during the one month prior to the event giving rise to liability.

11.3 Exceptions to Limitations

These limitations of liability do not apply to violations of a party's intellectual property rights by the other party, indemnification obligations, or Customer's payment obligations.

12. Indemnification

You shall defend, indemnify, and hold harmless Make Live, its affiliates, parents, subsidiaries, any related companies, licensors and partners, and each of our and their respective employees, officers, directors, agents, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your (or any third party using your account or identity in the services) use or misuse of, or access to the services, content, or otherwise from your user content, violation of the agreement or of any law, or infringement of any intellectual property or other right of any person or entity. Make Live reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defences.

13. Credit Card Service Provider Terms

Make Live uses third-party services and such third party's affiliates services to enable the Customer to provide the Fee and perform transfer of payments within the Make Live website of by making use of the Customers existing credit card (as and if available and applicable) (the "Credit Card Services" and the "Credit Card Service Provider"). The following provisions under this Section 12 only apply to the extent the Services are paid by credit card. Make Live accepts major credit cards. Please note that any payment terms presented by your credit card provider to you in the process of using or signing up for paid Services are deemed part of this Agreement.

13.1 Information Sharing

Make Live may share and transfer (including cross border transfer) personal information with the Credit Card Service Provider for the purpose of rendering the Credit Card Services which will be made to Service Providers website via the use of the Customers credit card. The personal information will be shared with the Credit Card Service Provider after the Customer elects to execute such monetary payments by using the Credit Card Services of the Credit Card Service Provider. For the purpose of this Section 12, personal information shall include information that identifies or may identify the Customer including the information submitted by the Customer through the registration form when you subscribe to the website such as the Customer's email address, country and city and/or information provided through social websites or any other identifying information provided by the Customer while using the Services of the Service Providers website. In addition, Make Live may transfer any non-personal information provided by the Customer through the Customers use of the Services on the Service Providers website to the Credit Card Service Provider in order to allow the Credit Card Service Provider to perform preliminary examinations of non-personal information for the purpose of determining if the Customer is qualified to use the Credit Card Services of such Credit Card Service Provider (including the history of the Customer's transactions on the website which will be provided without any identifying information and solely for the purpose examinations of the Credit Card Service Provider.

13.2 Provision of Personal Data

By accepting these terms, the Customer represents that any and all information the Customer provides to Make Live and Credit Card Service Provider is true and accurate. The Customer is not obligated by law to provide the Service Provider and/or the Credit Card Service Provider with any personal information. The Customer hereby acknowledges and agrees that the Customer is providing Make Live and/or the Credit Card Service Provider with personal information at the Customer's own free will and for purposes of obtaining the Services.

13.3 Chargeback Disputes

In the event that the Customer initiates a chargeback dispute, the Services shall be suspended and the Customer shall not receive any Services, regardless of the outcome and disposition of the chargeback dispute.

14. Miscellaneous

14.1 Assignment

The Customer will not assign or otherwise transfer this Agreement or any of the Customer's rights and obligations under this Agreement, without the prior written consent of Make Live, which may be unreasonably withheld. Any assignment or transfer in violation of this Section 14.1 will be void. In addition, the Customer shall be the beneficial owner of any cryptocurrencies generated and/or received as a result of the Customer's use of the Services under this Agreement. Make Live may assign this Agreement without the Customer's consent (i) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (ii) to any Affiliate or as part of a corporate reorganisation; and effective upon such assignment, the assignee is deemed substituted for Make Live as a party to this Agreement and Make Live is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns. The Customer may not merge this Agreement with any other agreements with Make Live it may be party to.

14.2 Change of Control

If a Customer experiences a change of Control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (i) the Customer will give written notice to the other party within thirty days after the change of Control; and (ii) Make Live may immediately terminate this Agreement any time between the change of Control and thirty days after it receives that written notice.

14.3 Disputes

The place of business for all services under this contract is London, United Kingdom. Jurisdiction for all disputes arising from this contract is for the relevant local London court if the Customer is a contractor, a legal entity of public law, or public legal special fund. Any dispute, controversy, difference or claim arising out of or relating to this Agreement or relating in any way to the Customer's use of the Service, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to the Agreement shall be referred to and finally resolved in a local London court.

14.4 Entire Agreement

This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement. The terms located at a URL referenced in this Agreement and the Documentation are incorporated by reference into the Agreement. After the Effective Date, Make Live may provide an updated URL in place of any URL in this Agreement.

14.5 Force Majeure

Make Live and its affiliates will not be liable for any failure or delay in performance of obligation under this Agreement where the failures or delay results from any cause beyond our reasonable control, including, but not limited to, Acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

14.6 Language

All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

14.7 No Agency

This Agreement does not create any agency, partnership or joint venture between Make Live and the Customer.

14.8. Notices to Customer

Make Live may provide any notice to the Customer under this Agreement by:

Notices we provide by posting on the Make Live website will be effective upon posting and notices we provide by email will be effective when we send the email. It is the Customer's responsibility to keep the Customer's email address current. The Customer will be deemed to have received any email sent to the email address then associated with the Customer's account when Make Live sends the email, whether or not the Customer actually receives the email.

14.9. Notices to Make Live

To give us notice under this Agreement, the Customer must contact Make Live by personal delivery, overnight courier or registered or certified mail to the mailing address listed for the applicable Make Live entity on the Make Live website: 17 King, Edwards Road, Ruislip, London, HA4 7AE, United Kingdom. We may update the address for notices to us by posting a notice on the Make Live website. Notices provided by personal delivery will be effective immediately. Notices provided by overnight couriers will be effective one business day after they are sent. Notices provided registered or certified mail will be effective five business days after they are sent.

14.10 Severability

If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

14.11 Headings for Convenience

The section and paragraph headings in the Agreement are for convenience only and shall not affect their interpretation.

14.12 Notices

Unless otherwise specified in the Agreement, all notices under the Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to service@make.live.

14.13. Governing Law and Venue

The place of business for all services under this contract is London, United Kingdom. Jurisdiction for all disputes arising from this contract is for the relevant local London court if the customer is a contractor, a legal entity of public law, or public legal special fund. Any dispute, controversy, difference or claim arising out of or relating to this Agreement or relating in any way to the Customer's use of the Service, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to the Agreement shall be referred to and finally resolved in a local London court.