Loco_Streaming Services Agreement (Nov 2022)

STREAMING SERVICES AGREEMENT

This streaming services agreement (the “Agreement ”) is entered into by and between Stoughton Street

Tech Labs Private Limited, (hereinafter referred to as the “Company” or “Stoughton”, which

expression shall be deemed to mean and include its affiliates, successors and assigns) and You

(hereinafter referred to as the “Streamer”, “You”).

You and Stoughton hereinafter are collectively referred to as the “Parties” and individually referred to

as the “Party”.

WHEREAS:

A. Stoughton owns, develops and operates the game-streaming service providing software

application, titled ‘Loco’, and its network of websites, software applications as well all other

products and services offered by Stoughton (the “Loco Streaming Services”/ “Loco”).

B. By using the Loco Streaming Services or by clicking to accept or agree to the Agreement when

this option is made available to You, You accept and agree to be bound and abide by the terms

of the Agreement. If You do not agree to the terms of the Agreement, You shall not access or

use the Loco Streaming Services.

C. You affirm that You are at least 18 years of age or the age of majority, in the jurisdiction You

are accessing or using the loco streaming services from, and are fully able and competent to

enter into the terms, conditions, obligations, affirmations, representations, and warranties set

forth in the agreement, and to abide by and comply with the agreement.

Stoughton shall have the right to amend any of the terms of the Agreement due to changes in applicable

regulations and policies, products, operational needs and the circumstances under which the

Agreement is performed. The amended Agreement will be posted on the platform of Loco and You

hereby acknowledge and accept that such posting shall amount to sufficient notice of the amendment

of the Agreement by Stoughton. Further, Your continued use of the Loco Streaming Services upon the

effective date (as shown in the last modified date) of the amended Agreement shall constitute the

unconditional acceptance of the amended Agreement by You.

1. Introduction

1.1. You, as a live streamer, may carry out live streaming with various game-based focuses, such as

online games, e-sport competitions etc., to the users of Loco.

1.2. Before signing the Agreement, You acknowledge that You have fully read and comprehended

the rules and requirements of Stoughton and represent and warrant that You have full capacity

to perform Your duties and obligations under the Agreement. You shall submit relevant

qualifications to Stoughton, if needed or requested by Stoughton. This Agreement constitutes

legal, valid, and binding obligations upon You, enforceable against You in accordance with its

terms.

1.3. When using the Loco Streaming Services, You shall abide by the laws and regulations of the

applicable governing law and the laws of other relevant jurisdictions, as may be applicable.

1.4. You agree that You shall not use the Loco Streaming Services to:

(a) violate any law (including but not limited to laws relating to torts, contracts, patents,

trademarks, trade secrets, copyrights, defamation, obscenity, pornography, rights of

publicity or any other rights) or encourage or instruct another to do so;

(b) stream any content that depicts any minor (person under the age of 18 years, or under

such age as may be the age of majority in the relevant jurisdiction);

Loco_Streaming Services Agreement (Nov 2022)

could damage the interests of Loco or any third party;

(d) stream any content that is obscene, illegal, unlawful, defamatory, libelous, harassing,

hateful, racially or ethnically offensive, or encourages conduct that would be

considered as a criminal offense, give rise to civil liability, violate any law, or is

otherwise inappropriate;

(e) stream any content containing unsolicited or unauthorized advertising, promotional

materials, spam, junk mail, chain letters, pyramid schemes or any other form of

unauthorized solicitation;

(f) Stream any content containing copyrighted materials, or materials protected by other

intellectual property laws, such that such streaming would amount to an unlawful

infringement of such copyright or intellectual property right;

(g) collect or store personal data about anyone;

(h) obtain or attempt to access or otherwise obtain any content or information through any

means, which have specifically been made unavailable or protected under the Loco

Streaming Services;

(i) exploit any errors in the design, undocumented features and/or bugs to gain

unauthorized access;

(j) use any robot, spider or other automatic device, process or means to access the Loco

Streaming Services for any purpose, including but not limited to monitoring or copying

any of the content/ material on the Loco Streaming Services without Stoughton’ prior

written consent;

(k) use any manual process to monitor or copy any of the material/ content on the Loco

Streaming Services for any other unauthorized purpose without Stoughton’s prior

written consent;

(l) introduce or upload any viruses, Trojan horses, worms, logic bombs, time bombs,

cancelbots, corrupted files or any other similar software, program or material which is

malicious or technologically harmful or that may damage the operation of the Loco

Streaming Services or another’s property; or

(m) remove any copyright or other proprietary notices from Loco Streaming Services or

any of the materials contained therein.

1.5. This Agreement does not constitute any form of agency, partnership, joint venture, employee-

employer, principal-representative, or franchiser-franchisee relationship between You and

Stoughton and Stoughton shall not be liable for any loss or damages: (1) suffered or caused by

You during Your use of the Loco Service; or (2) incurred as the result of any disputes between

You and any other third parties.

2. Stoughton’s Rights and Obligations

2.1. Stoughton provides live streaming technology service, customer service support to You, and

will help You to maintain and develop Your fans base.

2.2. In order to standardize the operation of the platform and to protect the overall interests of the

users and user experience of Loco, Stoughton has the right to formulate and adjust platform

rules in accordance with the requirements of the applicable laws and regulations and actual

Loco_Streaming Services Agreement (Nov 2022)

operational needs. Stoughton shall notify You of the new platform rules through

announcements on the platform, or any other notification method as specified in clause 6

hereof. If You do not agree to the new platform rules, You shall cease accessing or using the

Loco Streaming Services.

2.3. If Stoughton intends to cooperate with You on live streaming or other streaming related events

beyond the scope of the Agreement, the Parties shall negotiate and execute a separate written

cooperation agreement.

2.4. Stoughton has the rights to supervise Your live streaming and ask You to adjust the forms or

contents of the live streaming, subject to the requirements of applicable regulatory authorities.

2.5. Unless otherwise provided, You shall be deemed to be the author of the information (such as

text, picture, audio and video, performance and etc.) originated by You when using the Loco

Streaming Services or carrying out live streaming. However, You have exclusively licensed

Stoughton of all the intellectual property rights of the information aforementioned through

publication, exhibition, display, distribution or uploading of such information on the platform

of Stoughton. Such licensing is irrevocable, permanent, worldwide, transferable (multi-level),

and can be sublicensed (multi-level). Stoughton shall not be required to pay any additional fees

to You for such licensing. In the event of the occurrence of any action that infringes Stoughton’

legitimate interest, including but not limited to copyrights and copyright-related rights, of the

information abovementioned, such as publication, spread, transmit or copying without

authorization from Stoughton, Stoughton shall be entitled to protect its rights and interests

independently, including but not limited to the rights to apply for evidence preservation,

property preservation, to file administrative complaint, civil litigation, and apply for

enforcement, reconciliation and compensation, as it deems appropriate.

2.6. Stoughton has the right to require You to advertise or promote products or events designated

by Stoughton in reasonable ways, either directly or indirectly, during Your live streaming.

2.7. Stoughton has the right to review the contents of Your live streaming in accordance with the

applicable laws and regulations, the Agreement, and relevant platform rules. If there is any

improper or illegal content during Your live streaming, Stoughton has the right to suspend

Your live streaming, either temporarily or permanently, delete the content at issue, and freeze

or de-register the account. Stoughton further reserves the right to cooperate with the

government departments for investigation and the right to seek legal or equitable relief for any

loss or damages incurred.

2.8. To the extent permitted by law, Stoughton shall not be liable for any interruption or obstruction

of the Loco Streaming Services caused by:

(a) unexpected dysfunction of the computer program, system, hardware, and

communication lines that support Loco;

(b) Your improper operation or malfunction of Loco;

and

(d) other situations that Stoughton cannot reasonably control or foresee.

2.9. Advertising and Promotion: Stoughton shall for perpetuity have the unconditional right and

authority, among other things, to:

(i) the content (including live and pre-recorded audio-visual works, to use services, such as

chat, bulletin boards, forum postings, voice interactive services); and

(ii) to participate or utilize any content (including minting of non-fungible tokens) that You

may create, post, transmit, perform, or store, including messages, text, sound, images,

applications, code or other data or materials and content, for the purpose of marketing

Loco_Streaming Services Agreement (Nov 2022)

and advertising the Stoughton and/or Loco or any other purpose as required by

Stoughton without any monetary obligations or any liabilities being incurred by

Stoughton;

2.10. Stoughton shall not be liable in any manner whatsoever if You have/develop addiction to the

games which are streamed, and it disclaims any liability in relation to such addiction.

3. Your Rights and Obligations

3.1. You must be at least 18 years old or have attained the age of majority, in the jurisdiction You

are accessing or using the Loco Streaming Services from, and should be fully able and

competent to enter and execute the Agreement Yourself.

3.2. You shall prepare all equipment or facilities employed or needed to carry out live streaming on

Loco by Yourself and ensure that the audiovisual quality is reasonably qualified for the users

to view.

3.3. Without the written consent of Stoughton, You shall not show, display, mention or promote

any information related to the Competing Platforms in any form during Your live streaming,

and shall not introduce, advertise or market any non-Loco products or introduce, invite, induce

or instigate any users or streamers of Loco to accept the services of the Competing Platforms.

No network link, other than that of Loco, will be allowed to set on Your profile page or

description box of Your streaming channel.

For the purpose of this clause 3.3, the term “Competing Platforms” means:

(i) any live or on demand streaming service operating or available to Users in India which

directly or indirectly competes with Platforms, whether now or in the future, including,

but not limited, to any Person running or owning (whether directly or through their

Affiliates or associates) the following:

Twitch, Facebook, Facebook Gaming, Rooter App, Mx Player, Instagram, Garena LIVE, Booyah,

Vidio — Nonton TV & Video, BIGO LIVE, Cube TV, Nonolive, KEWL, Rheo, Here Live - Tambah

& chat di live streaming GRATIS, 17, GO Live, Young_Live, Uplive, Trovo Live, Friday Night

Live, Tamago, VOOV, musical.ly, Kitty Live, StreamCraft, Afreecatv, TikTok, Mobile Premier

League, Winzo, FanClash, Nimo TV, Turnip, Glance, Netflix, Jio, Hotstar, Airtel, Sharechat,

Dailyhunt, Voot, SonyLiv, Zee5, GetStan, Hefty Entertainment, GGTV, Glip, YouTube etc; or

(ii) any platform similar to the Platforms, run by any Person; or

(iii) any entity carrying out an activity/ business which is similar to the business carried out

by Stoughton;

3.4. You hereby license and authorize Stoughton to use Your portrait, name (including real name,

nickname on Loco, in-game name), recording, video, image, likeness and other related

audiovisual works generated on Loco or any other streamer symbols in connection with Your

live streaming or content creation on Loco. Such license and such authorization shall survive

the expiry or the termination of the Agreement, for whatever reason.

3.5. You represent and warrant that:

(a) You have obtained all necessary licenses or authorization for content displayed,

exhibited, shown, or used during live streaming and has the right or authorization to

use such content for live streaming on Loco; and

Loco_Streaming Services Agreement (Nov 2022)

(b) Your execution and performance of the Agreement are in full compliance with all

applicable laws and regulations and do not infringe the rights and interests of any third

party.

not use Stoughton or the Loco Streaming Services engaging in any activity in violations

of laws and regulations.

(d) You shall ensure that You establish and maintain a positive image for himself

(including but not limited to his make-up, apparel, remarks or behavior) during Your

live streaming or any other content creation, and shall not engage in any acts violating

public order, laws and regulations, or damaging his public image, such as drug use,

alcohol use, theft, pornography, criminal offences or gambling, or is obscene,

defamatory, libelous, harassing, hateful, racially or ethnically offensive, offensive to

religious sentiments, biased/ sexist or encourages conduct that would be considered

as a criminal offense, and shall not act in any way that has a negative impact on the

products or brand image of the Stoughton and Loco.

(e) You shall ensure to not subcontract any of Your obligations under the Agreement;

(f) You shall not be under the influence of alcohol while streaming, or otherwise indulging

in any substance abuse or use illegal drugs, or engage in any act of harassment or moral

turpitude; and

(g) You shall not enter into any existing legal and/ or contractual obligations which are in

conflict with the Agreement and may in any manner pose a threat to their obligations

under the Agreement or in any manner prevent You from fulfilling their obligations

under the Agreement.

3.6. You acknowledge and agree that the title to and ownership of the Stoughton’s intellectual

property in the platform Loco, any and all information, data, analysis, metrics and reporting

resulting from use of Loco by You or any intellectual property owned by Stoughton or its

affiliates (“Stoughton IP”) is and shall always remain the exclusive property of Stoughton.

Except as expressly set forth herein, nothing in the Agreement grants, assigns and/or transfers

to the You any right, title or interest in or to the Stoughton IP.

3.7. You acknowledge and agree that the video game developers exclusively own the intellectual

property in the games relevant to the Agreement and that any broadcasting of the games by

You is made pursuant to a revocable license from the game developer(s).

3.8. You have the right to share the revenue of virtual items (gifts are virtual items donated by users)

on Loco (“Shared Revenue”) according to the platform conversion rules as long as You fulfill

Your obligations hereunder to the satisfaction of Stoughton. The taxes accrued on Your Shared

Revenue shall be borne by You and shall be withheld from the Shared Revenue and remitted

to the relevant government authorities by Stoughton or the third party entrusted or designated

by Stoughton in accordance with applicable laws and regulations. The proportion of the virtual

items (gifts) to be distributed to You and the commission withdrawal procedure will be

announced by Stoughton through announcements on the platform or any other notification

method as specified in clause 6 hereof. You shall be bound by and shall comply with the afore-

mentioned announcements, rules and policies of Stoughton.

3.9. You shall provide correct, true, and valid account information for payment of the Shared

Revenue. If any payment made by Stoughton is wrong or rejected due to the inaccurate account

information, Stoughton shall not be liable for the same and You shall assume the liability

Yourself.

Loco_Streaming Services Agreement (Nov 2022)

3.10. You shall authorize and empower Stoughton to withhold the Shared Revenue against the

amount of compensation that You shall pay Stoughton, such as liquidated damages, fines or

penalties levied by the government authorities, or compensation payable to the users of Loco

or any other third parties.

3.11. Stoughton shall be entitled to suspend or delete Your account and withhold any Shared

Revenue if You are determined by Stoughton to have committed or be involved in any

fraudulent activities in connection with Your use of the Loco Streaming Services or are in breach

of this Agreement.

3.12. Stoughton strictly complies with the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 (as amended) (“POSH”) and aims at providing a safe

working environment for its women employees. You shall comply with the POSH and the

Stoughton's POSH policies and shall always abide by it. A copy of the Stoughton’s POSH

policies can be made available on request. If any complaint (whether written or oral) pertaining

to any harassment or discrimination as identified pursuant to POSH is made against You, You

shall render all necessary cooperation, including providing responses and appearing before the

internal complaints committee (as applicable and if so requested) and undertake all such other

acts as may be requested by Stoughton. Any violation of POSH may be considered a material

breach of the Agreement and consequences shall be appropriately decided by Stoughton.

4. Confidentiality

4.1. For the purpose of the Agreement, Stoughton’ trade secrets include, but not limited to:

(a) technical, financial, commercial or any other information that belongs to Stoughton and

is considered by Stoughton as a trade secret;

(b) all relevant documents, such as the Agreement, the Appendixes and supplementary

agreements of the Agreement, if any; and

secrets, such as Stoughton’ management strategies, revenue information, client lists,

streamer lists and their contact information, Stoughton’ personnel information and their

contact information and the communication between the Parties in relation to the

exclusive cooperation.

4.2. You shall not, without the prior written consent of Stoughton:

(a) disseminate, or disclose, either expressly or implicitly, to any third party in any way; or

(b) use for purpose not specified in the Agreement, the trade secrets of Stoughton.

4.3. This clause 4 shall survive the termination or rescission of the Agreement or the rescission of

Your use of the Loco Streaming Services.

4.4. If You use or disclose Stoughton’ trade secrets in violation of clause 4 that harms Stoughton’

reputation or economic benefits, either directly or indirectly, Stoughton is entitled to all

available loss and damages thereby.

5. Termination

5.1. Notwithstanding any provision to the contrary in this Agreement, Stoughton shall have the

right to, at its sole discretion, immediately terminate the Agreement, without any prior notice,

on the occurrence of any of the following circumstances:

(a) any misrepresentation or breach of warranty hereunder on Your part;

(b) You have caused any direct or indirect damages to Stoughton;

Loco_Streaming Services Agreement (Nov 2022)

Streaming Services or live streaming;

(d) You have failed to satisfy Stoughton’ requirements such as carrying out live streaming

in a substantially careless manner (even if such failure does not constitute a breach of

the Agreement), and failed to cure such unsatisfaction within 3 days of being notified

by Stoughton/Loco;

(e) an extraordinary circumstance renders You unsuitable for the Loco Streaming Services,

and such extraordinary circumstance has not been eliminated within 3 days of being

notified by Stoughton/Loco;

(f) any major adjustment or alteration of Stoughton’ business structure; or

(g) any change in the laws, administrative regulations, administrative rules or policies

related to the Agreement or You are subject to, resulting in the inability or risk of

inability of the continuing performance of the Agreement by either Party.

5.2. Stoughton may retain or delete the data recorded in Your Loco account or data You store in the

respective Loco servers during the use of the Loco Streaming Services, at its sole discretion, on

the termination of this Agreement.

5.3. You shall be solely responsible for the backup of data and other personal information on Your

Loco account. Stoughton shall not be responsible for any loss of Your information or data on

the termination of the Agreement.

5.4. Any termination under the Agreement will be without prejudice to Stoughton’ rights, remedies,

claims, or defenses hereunder.

6. Indemnification

6.1. To the fullest extent permitted by applicable law, You agree to defend, indemnify and hold

harmless the Loco Streaming Services, their site operator, their parent corporation, their

respective affiliates, licensors, service providers, officers, directors, employees, agents,

successors and assignees from and against any and all claims, damages, judgments, awards,

obligations, losses, liabilities, costs or debt, and expenses (including but not limited to

attorney’s fees) arising from or related to: (i) Your use or access to the Loco Streaming Services;

or (ii) any act or omission by You, including but not limited to any breach of the Agreement

(including Your misrepresentations and breach of warranties in clause 3 or allegation or claim

of negligence, Your willful misconduct or fraud); or (iii) any claim that the live streaming

content misappropriates or infringes any third party’s copyrights, patents, trade secrets,

trademarks or other proprietary rights. Your duty to defend is independent of Your duty to

indemnify. Your obligations under this Clause are independent of all of Your other obligations

under the Agreement. This defense and indemnification obligation will survive the Agreement

and Your use of the Loco Streaming Services. You agree that Stoughton shall have the sole right

and obligation to control the legal defense against any such claims, demands, or litigation,

including the right to select counsel of our choice and to compromise or settle any such claims,

demands, or litigation.

6.2. Stoughton has the right to seek legal or equitable remedy from You for any loss or damages

incurred under this clause 6. To ensure that You sufficiently indemnify Stoughton, Stoughton

reserves the right to take one or more of the following measures, as it deems appropriate:

(a) temporarily suspend or freeze Your Loco account until You cure the breach;

(b) permanently suspend or freeze Your Loco account;

(d) ban You from registering a new Loco account;

Loco_Streaming Services Agreement (Nov 2022)

(e) temporarily suspend the settlement and payment of Your Shared Revenue until You

cure the breach;

(f) withhold any amount payable to You hereunder for payment of compensation, penalty

and damages to Stoughton;

(g) request You to compensate for all loss within 5 calendar days after receiving the written

notice from Stoughton; and

(h) unilaterally terminate the Agreement and all performance related to the Agreement,

withhold any unpaid Shared Revenue payable to You, and request the reimbursement

of all the proceeds that You have obtained from Loco.

6.3. If Your breach of the Agreement is made known to the public that results in negative impact

on Stoughton’ brand and image or that causes Stoughton to suffer from public relations crisis,

if any, Stoughton has the right to request You to issue a written statement officially clarifying

the facts and apologizing to the users and Stoughton. Stoughton has the right to seek legal or

equitable relief from You for any loss or damages incurred.

7. LIMITATION OF LIABILITY

You understand and expressly agree that to the extent permitted under applicable laws, in no

event will Stoughton or any of its affiliates or group companies or any of their respective

officers, employees, directors, shareholders, agents, or licensors be liable to you or anyone else

under any theory of liability (whether in contract, tort, statutory, or otherwise) for any direct,

indirect, incidental, special, consequential or exemplary damages, including but not limited to,

damages for loss of revenues, profits, goodwill, use, data or other intangible losses (even if such

parties were advised of, knew of or should have known of the possibility of such damages),

resulting from this Agreement.

8. Delivery and Notification

8.1. Stoughton may send You a notice, communication, document, and material related to the Loco

Streaming Services or the Agreement (“Notice”), such as platform rules, amendment to the

Agreement, through announcement on the platform or any other reasonable methods. A Notice

shall be addressed to Your Loco account or Your contact information registered on Loco. A

Notice is deemed to be received upon the publication or the delivery of such Notice and has

binding effect on You. If You object to or disagree with a Notice, You shall send a written

notification to Stoughton through email (email address: support@loco.gg ) within 1 calendar

day upon the receipt of a Notice, otherwise, it shall be deemed that You have accepted and

agreed to such Notice.

8.2. If You provide incorrect contact information or fail to update contact information promptly,

which results in Your failure to receive a Notice, such Notice shall be deemed to be received

and have binding effect on You.

9. Choice of Law and Disputes Resolution

This Agreement shall be governed in accordance with the laws of India and any disputes arising

out of or in connection with the Agreement shall be subject to exclusive jurisdiction of courts

in New Delhi.

10. Miscellaneous

10.1. Waiver: Stoughton’ failure to exercise or enforce any right or provision of the Agreement shall

not be deemed to constitute a waiver of such right or provision herein. No waiver of Stoughton

to any right shall be deemed as a waiver to any other rights. Any waiver of any provision of

the Agreement will come into effect only if in writing and hereto signed by the relevant Party.

Loco_Streaming Services Agreement (Nov 2022)

10.2. Severability: If any one or more of the provisions of the Agreement or any part or parts thereof

shall be declared or adjudged to be illegal, invalid or unenforceable under any applicable law,

such illegality, invalidity or unenforceability shall not vitiate any other provisions hereof and

the Agreement shall be construed as if such illegal, invalid or unenforceable provisions were

not contained herein.

10.3. Assignment: The Agreement and any rights and licenses granted hereunder, may not be

transferred or assigned by You, but may be assigned by Stoughton without restriction. Any

assignment attempted to be made in violation of the Agreement shall be void.

10.4. Good Faith: The Parties hereto undertake with the other to act in the utmost good faith in

interpreting and implementing this Agreement and agrees to do all things reasonably within

its power which are necessary or desirable to give effect to the spirit and intent of this

Agreement

10.5. Upon termination of the Agreement, any provision which, by its nature or express terms should

survive, will survive such termination or expiration.

10.6. The Agreement, the Terms of Use, Loco’s privacy policy, streamer guidelines and any

documents that expressly incorporate by reference constitute the sole and entire agreement

between You and Stoughton with respect to the Loco Streaming Services and supersede all

prior and contemporaneous understandings, agreements, representations and warranties, both

written and oral, with respect to the Loco Streaming Services.

10.7. The headings in the Agreement are for convenience only and have no legal or contractual effect.

10.8. If You have any queries, feedback, comments, requests for technical support relating to the Loco

Streaming Services, please send to support@loco.gg.