Introduction

Please read these terms of service carefully, as this is a BINDING AGREEMENT. Welcome to the services produced and operated by In House Live, Inc. (“Amphi”), which consists of its website (https://amphi.live), associated network of websites, software applications, and any other products or services offered by In House Live, Inc. (“Services”).

If you use the Services, you will be subject to these Terms of Service (“Terms”). You will be subject to them whether you are a user that registers an account with In House Services or an unregistered user. You agree that by clicking “Performer Sign Up” or otherwise registering, downloading, accessing, or using

When using Amphi Services, you will be subject to In House Live’s Privacy Policy and Community Guidelines, and you will be subject to additional guidelines or rules that are posted by In House Live Services or made available to you, or applicable to specific services and features that are disclosed to you in connection with such services. Additionally, all paid services will be subject to terms of sale. All such Terms and guidelines (the “Guidelines”) are incorporated in these Terms by reference.

If you do not agree to, or cannot comply with, the Terms and Policies, you must stop using the Services. If you do not the legal authority to bind the entity you are accessing our Services for, or if you do not agree with these Terms, you may not use our Services.

I. Eligibility of Use of Services

To download, install, or otherwise use the Services you must, and represent and warrant that you are at least 13 years of age, competent to agree to these Terms, and you have not been previously removed or prohibited from using the Services. If you are between the ages of 13 and the age of legal majority in your jurisdiction of residence, you represent that your parent or legal guardian agrees to be bound by these Terms. If you are using the Services on behalf of an entity, you agree that you have the legal authority to bind that entity. In that case, “you” and “your” will also refer to that entity.

II. Privacy Policy

Included in these Terms is our Privacy Policy, which can be found in full here.

III. Acceptable Use Policy and Respecting Copyright.

Our Acceptable Use, including our prohibition on violating the intellectual property of others, can be found in full here.

IV. Livestream Attendee Policy.

Refer to Section II. for full details on our Privacy Policy. The below policies are listed here for ease of access.

Our Refund Policy for Events can be found here.

By attending livestreams on Amphi, you consent to receiving transactional SMS messages from Amphi on behalf of the organizer of the Event, and promotional messages of recommended streams on Amphi. You may opt out of receiving all texts at any time by messaging back STOP to any SMS message sent. Standard SMS messaging rates apply. Your phone number will never be shared with any third-party services.

By purchasing livestream access to an Event (a "Ticket") on In-House Live, you consent to receiving email messages from us. Your information may be shared with the Event organizer for future outreach to events by the organizer. It will not be shared to any third-party services.

Livestream access to an Event (a "Ticket") on Amphi comes with different checkout experiences. Event organizers can choose between a ticketed experience -- where each ticket has a fixed price and multiple link accesses can be purchased -- or a "pay-what-you-want" checkout experience, where an attendee pays at or above a price listed by an event organizer for a single access to the livestream.

V. Broadcaster Policy

Users can choose to join live-stream and broadcast your content (the “Event”) using the Services provided by Amphi. Such events allow you to monetize your content through our Services.

5.1. Eligibility.To be eligible for hosting an Event through our Services, you must be eligible to use our Services. For a full list of the requirements to be eligible, please see Section I. of the Terms.

5.2 Event Payment. As an artist, you keep 100% of your listed ticket price.

5.3 Fees. Unless otherwise negotiated, a fee of 20% of each ticket transaction total, taking into account credit card fees. This fee is added onto the ticket price at checkout. Amphi will provide you with an itemized list of fees that were related to your Event. Such fees include: (i) licensing fees for musical content from third party vendors, including ASCAP, BMI, and SESAC; (ii) billing and payment costs (including fees charged for ticket sales through Stripe payment processing); (iii) returns, refunds, chargebacks, discounts, credit; (iv) if Amphi is obligated to pay your Event payment in non-United-States-Dollars, any fees and charges related to the conversion.

5.4 Payment Terms. Usually you will be paid out within 24 hours of after the end of the Event. Amphi will guarantee Payment within 30 (thirty) calendar days after the end of the Event, in United States Dollars. We will pay you through your Stripe Connect account that you provide to Amphi on Event creation.

5.5 Taxes. You may charge and we will pay applicable national, state, or local sales or use taxes or value added taxes that you are legally obligated to charge. Throughout your use of our Services, including hosting Events, you will provide us with any forms, documents, or certifications as required for us to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement.

V. Respecting Copyright.

We respect the intellectual property of others and follow the requirements set forth in the Digital Millennium Copyright Act (“DMCA”) and other applicable laws, including the retention of online performance licensing. If you are a copyright owner or agent and believe that any of the content posting on our Services or streamed using our Services infringes upon your copyright, please submit a notice to support@amphi.live.

VI. Modifications of these Terms of Services.

We may modify and/or amend these Terms (including any guidelines, the Privacy Policy, or the Acceptable Use Policy) at any time by posting a revised version of our website at https://amphi.live/terms-of-service, or otherwise notifying you via email. We will notify you of the effective date of the modification(s) in that email. We will notify you with at least 30 days advance notice if reasonably possible. The modified terms will become effective upon posting to our website, or if we notify you by email, as stated in our email message. If you continue using the Services after such notification and after the effective date of any modifications to the Terms, you agree to be bound by the modified terms.

If you continue using the Services after such notification and after the effective date of any modifications to the Terms, you agree to be bound by the modified terms.

VII. License

7.1. Services. The Services provided by us under this Agreement include associated Amphi content, Amphi “Marks” (any logos, trademarks or other copyright materials), our visual interfaces, graphics, design, compilation, information, software, computer code (including source and object code), services, text, pictures, video, information, data, sound files, and others, the selection and arrangement thereof, and any other product or service provided by us under to you (collectively, the “Materials”).

7.2. Service License. Unless otherwise expressly stated in writing by us, by agreeing to these Terms, you are agreeing that In House grants to you and you accept, a limited, nontransferable, nonexclusive, non-assignable, non-sublicensable worldwide license (a personal and limited right) to use. Notwithstanding anything to the contrary, Services are licensed, not sold to you.

All such Materials contained on our Services are our property or the property of our affiliates or subsidiaries and/or third party licensors, and all rights, title, and interest in such Materials will always remain with Amphi. All intellectual property rights over the Services and Materials will always remain with In House Live. All rights not expressly granted under this section and not described in these Terms are reserved to us.

7.3. License Restrictions. You may not use the Services except as expressly authorized under this Agreement.

a. You may not modify or alter the Services in any way.

b. You may not engage in the resale of our Services or Materials.

c. Neither you nor any end user who access our Services through you will attempt to modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any content included in the Services, except to the extent content included in the Services is provided to you under a specific separate license that expressly permits the creation of derivative works.

d. You will not cause or permit the reverse engineering, disassembly, or decompilation of the Services.

e. You will not access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas, or resell or sublicense the Services.

f. You may only use our trademarks or intellectual property in accordance with our express permission. You cannot misrepresent or embellish the relationship between us and you (including by expressing or implying that we actively sponsor, endorse, or contribute to your creative or business endeavors).

VIII. User Content

Amphi allows users to distribute streaming live and pre-recorded audio-visual works, to use services such as audience chat, event promotion and scheduling, performance management, fan outreach, live performance tools, and to participate in other activities in which you may create, post, transmit, perform, or store content, messages, text, sound, images, applications, code, or other data or materials on Amphi Services (“User Content”).

8.1 License to Unless otherwise agreed to in a written agreement between you and Amphi that was signed by an authorized representative of Amphi, if you submit, transmit, display, perform, post, or store User Content using the Services, you grant to us, our sublicensees, and any successors, to the fullest extent and for the maximum duration permitted by applicable law (including in perpetuity if permitted under applicable law), an unrestricted, worldwide, irrevocable, fully sub-licenseable, nonexclusive, and royalty-fee right to (a) use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content (including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof)) in any form, format, media or media channels now known or later developed or discovered; and (b) use the name, identity, likeness and voice (or other biographical information) that you submit in connection with such User Content. Should such User Content contain the name, identity, likeness and voice (or other biographical information) of third parties, you represent and warrant that you have obtained the appropriate consents and/or licenses for your use of such features and that Amphi and its sub-licensees are allowed to use them to the extent indicated in these Terms.

With respect to streaming live and pre-recorded audio-visual works, the rights granted by you hereunder terminate once you delete such User Content from the Services, or generally by closing your account, except (a) to the extent you shared it with others as part of the Services and others copied or stored portions of the User Content; (b) We used it for promotional purposes; and (c) for the reasonable time it takes to remove from backup and other systems.

8.2 User Content Representations and Warranties. You are solely responsible for your User Content and the consequences of posting or publishing it. You represent, and warrant that: (1) you are the creator and owner of the User Content or otherwise have sufficient rights and authority to grant the rights granted herein; (2) your User Content does not and will not (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) defame any other person; (3) your User Content does not contain any viruses, adware, spyware, worms, or other harmful or malicious code; and (4) unless you have received prior written authorization, your User Content specifically does not contain any pre-release or non-public beta software or game content or any confidential information of Amphi or third parties. Amphi reserves all rights and remedies against any users who breach these representations and warranties.

8.3 Content is Uploaded at Your Own Risk. Amphi uses reasonable security measures in order to attempt to protect User Content against unauthorized copying and distribution. However, Amphi cannot fully guarantee that any unauthorized copying, use or distribution of User Content by third parties will not take place. To the furthest extent permitted by applicable law, you hereby agree that In House shall not be liable for any unauthorized copying, use or distribution of User Content by third parties and release and forever waive any claims you may have against In House for any such unauthorized copying or usage of the User Content, under any theory. THE SECURITY MEASURES TO PROTECT USER CONTENT USED BY Amphi HEREIN ARE PROVIDED AND USED “AS-IS” AND WITH NO WARRANTIES, GUARANTEES, CONDITIONS, ASSURANCES OR OTHER TERMS THAT SUCH SECURITY MEASURES WILL WITHSTAND ATTEMPTS TO EVADE SECURITY MECHANISMS OR THAT THERE WILL BE NO CRACKS, DISABLEMENTS OR OTHER CIRCUMVENTION OF SUCH SECURITY MEASURES.

IX. Disputes

9.1 Indemnification.You agree to indemnify, defend, and hold harmless Amphi, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of our Services, any User Content you post, store or otherwise transmit in or through the our Services, your violation of the rights of any third party, any violation by you of these Terms, or any breach of the representations, warranties, and covenants made by you herein. We reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it. The foregoing indemnity includes, without limitation, any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your User Content.

9.2 Disclaimers; No Warranties. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) THE IN HOUSE LIVE SERVICES AND THE CONTENT AND MATERIALS CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY US; (B) Amphi, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS (“OUR PARTIES”) DISCLAIM ALL OTHER WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO OUR SERVICES, INCLUDING ANY INFORMATION, CONTENT OR MATERIALS CONTAINED THEREIN; (C) Amphi DOES NOT REPRESENT OR WARRANT THAT CONTENT OR MATERIALS ON OUR SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE; (D) Amphi IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO TEXT OR PHOTOGRAPHY; AND (E) WHILE Amphi ATTEMPTS TO MAKE YOUR ACCESS AND USE OF OUR SERVICES SAFE, WE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT OUR SERVICES OR OUR SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 9, THE TERM “Amphi” (and “we” and “us”) INCLUDES IN HOUSE LIVE’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.

9.3 Limitation of Liability and Damages.

i. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL Amphi OR OUR PARTIES BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OUR SERVICES, THE CONTENT OR THE MATERIALS, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM US, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, NATURAL DISASTERS, WAR, PANDEMICS, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO OUR RECORDS, PROGRAMS OR SERVICES; AND (B) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF IN HOUSE LIVE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE OUR SERVICES EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING OUR SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.

ii. Reference Sites.

THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN Amphi AND RECEIVED THROUGH OR ADVERTISED ON OUR SERVICES OR RECEIVED THROUGH ANY REFERENCE SITES.

iii. Basis of the Bargain.

YOU ACKNOWLEDGE AND AGREE Amphi HAS OFFERED OUR SERVICES, USER CONTENT, MATERIALS AND OTHER CONTENT AND INFORMATION, SET ITS PRICES, AND ENTERED INTO THESE TERMS OF SERVICE IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND Amphi, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND Amphi. WE WOULD NOT BE ABLE TO PROVIDE OUR SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

9.4 Applicable Law and Venue

(i) To the fullest extent permitted by applicable law, you and In House Live agree that if you are a Subscribing Organization or a consumer resident of a jurisdiction other than those in (ii) below, the following governing law and arbitration provision applies: PLEASE READ THE FOLLOWING CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH Amphi AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. You and Amphi agree to arbitrate any dispute arising from these Terms of Service or your use of the Amphi Services, except that you and Amphi are not required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and Amphi agree that you will notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Amphi shall be sent to 248 McKibbin St., Brooklyn, NY 11206. You and Amphi further agree: to attempt informal resolution prior to any demand for arbitration; that any arbitration will occur in King’s County, New York; that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS; and that the state or federal courts in King’s County, New York, have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by this Agreement and the laws of the State of New York and applicable United States law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. Whether the dispute is heard in arbitration or in court, you and Amphi will not commence against the other a class action, class arbitration or other representative action or proceeding.

(ii) If you are a resident in any jurisdiction in which the provision in the section above is found to be unenforceable, then the following shall apply: Any disputes, claims or causes of action arising out of or in connection with these Terms will be governed by and construed under the laws of the jurisdiction of your residence. Any disputes, claims or causes of action arising out of or in connection with these Terms shall be resolved by competent civil courts within your jurisdiction of residence.

9.5 Claims.

YOU AND Amphi AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO OUR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

X. Ownership; Intellectual Property.

Amphi hereby represents and warrants that: (i) either owns, is authorized to use, or has otherwise obtained lawful possession of the Services and any requisite underlying intellectual property associated therewith to fulfill its obligations under these Terms; and (ii) as of the Effective Date, there is no proceeding pending or to our actual knowledge, threatened that alleges that any of the Services or Materials infringe on the intellectual property rights of any third-party.

XI. Miscellaneous

11.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware (without giving effect to the conflict of laws principles thereof). The Parties’ obligations under this Agreement supplement, and do not supersede, the obligations imposed on them by the laws of the State of Delaware.

11.2 Entire Agreement; Amendments. This Agreement contains the entire agreement between the Parties and supersedes any and all prior agreements, arrangements and understandings relating to the matters provided for herein. The provisions of this Agreement may not be amended, modified, supplemented or terminated, and waivers or consents to departures from the provisions hereof may not be given, except by written instrument duly executed by the Party against which enforcement of such amendment, modification, supplement, termination, waiver or consent to departure is sought.

11.3 Severability. If it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that any term or provision hereof is invalid or unenforceable, (i) the remaining terms and provisions hereof shall be unimpaired and shall remain in full force and effect and (ii) the invalid or unenforceable provision or term shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision.

11.4 Jurisdiction and Venue.The Parties hereby irrevocably and unconditionally (i) agree that any legal action, suit or proceeding arising out of or relating to this Agreement may be brought in any federal court of New York or any state court located in New York, and hereby expressly submits to the personal jurisdiction and venue of such courts for the purposes thereof, and (ii) waive any claim (by way of motion, as a defense or otherwise) of improper venue, that a Party is not subject personally to the jurisdiction of such court, that such courts are an inconvenient forum or that these Terms or the subject matter herein may not be enforced in or by such court.