1. Definitions

• “Artists” means the artists including but not limited to musicians, chefs, actors, etc. and event producers and organizers.
• “Event” means any interactive performance live streamed organized or produced by the Artists. As a way of example and not limited to concerts, chef demonstrations, comedy standup, etc.
• "Platform" means www.sala.live and the mobile and smart TV “Sala”or "Sala Technologies" apps
• “Users”, “you”, “your” means an individual or legal entity who access the Platform

2. Privacy

Please review our Privacy Policy which also governs your relationship with Sala in order to understand how we collect and use your personal data.

3. Capacity

The Platform can only be used by individuals and legal entities, both with legal capacity.

If you are under 18 years old you must obtain consent from your parent(s) or legal guardian(s), who by accepting these Terms shall agree to take responsibility for your actions and any charges associated with your use of the Platform. If you do not have consent from your parent(s) or legal guardian(s), you must stop using/accessing the Platform immediately.

If you register as a legal entity, you represent and warrant you are authorized and have the capacity to represent, oblige and act on behalf of such legal entity.

4. What is Sala?

Sala offers:

• A live streaming platform where Artists broadcast live events to which Users can attend, digitalizing the entire physical event experience;
• An internal multi-layered chat so Users can communicate within each other through private groups and direct messaging;
• Any service and product that may be offered and announced in the Platform from time to time

5. Events

Events are exclusively organized and hosted by the Artist and not by Sala.

By accessing the Platform, you can access a different variety of available Events. Events are either: (i) Free – Open (accessible to anyone who wants to attend); (ii) Free - Invite only Events (accessible exclusively to those Users directly invited by the Artist); (iii) Premium ticketed events where Artists define prices for performances and Users pay to view said live performance; or (iv) Premium ticketed - Invite only Events (accessible exclusively to those Users directly invited by the Artists who additionally pay a ticket whose price is determined by the Artist to view said private performances.

When an Event is announced by an Artist in the Platform, it will be published with all the relevant information of the Event such as: the attendance policy (Free - Open; Free – Invite only Events; Premium - Ticketed) date, hour, time extension, participating artists, content, etc. Sala publishes the information of the Event in the Platform in accordance with the information provided by the Artist. For the avoidance of doubt, the Artist is solely responsible for such content. Additionally, in the case of Premium Events, the Fee (as defined below) and the applicable refund policy will be published.

By paying the Fee (as defined below) and/or attending any Event you declare that you have read, accepted and agreed to all policies applying to the Event which will apply in addition to these Terms.

During the Event, you will be able to chat with other Users, and where indicated as available, with the Artist, through private groups and direct messaging. You undertake to use the chat in accordance with these Terms, the law, morals, good customs and the public order. In particular, while using the chat you oblige not to:

• Use offensive language;
• Disrespect others, including the Artist, Sala and other Users;
• Publish, transmit or make available content contrary to law, honor, privacy or image or propaganda of a racist, xenophobic, pornographic, or advocacy of the crime;
• Publish, transmit or make available any information, element or content that constitutes a violation of the legislation on personal data;
• Discriminate based on religion, race, sex, national origin, age, marital status, sexual orientation, disability or any other reason;
• Disrupt or interrupt the Events or the Platform;
• Post links or references to external websites or advertising of any kind; etc.

Sala may, but is not obliged to, monitor your posts in the chat. Without prejudice of any other legal actions, Sala may suspend or terminate your Account, the streaming license and your attendance to the Events if, in Sala’s sole discretion, you do not comply with the above. You are solely responsible for the content you post in the chat and agree and oblige to hold harmless and indemnify Sala for any damage we may suffer for your non-compliance.

Events can contain and be interrupted with advertising content of Sala or third parties. In case of third parties’ advertising content, Sala will limit it to make it available to you as provided by the third-party advertiser.

After the Event the User may receive a survey from Sala to evaluate the Event (e.g. If it was live , as advertised, audio and video quality, compliance with the announced conditions – extension, sung songs-, etc.).

Did you have any problem during the Event? Contact us at: [email protected]

6. Premium Events

In order to access the Premium Events, Users shall pay Sala before the Event taking place a fee for the streaming service (“Fee”) as indicated in the announcement of each Premium Event. The Fee will be displayed in US dollars with the option to switch payment to the applicable country’s national currency and will be subject to applicable tax which shall be added. With the payment of the Fee, Sala hereby grants you a non-exclusive, non-transferable, non-sublicensable license to access the Event via the Platform. Such access is granted solely to you and cannot be commercialized.

7. Changes in the Event

Sala will as soon as practicable, communicate the Users about any modification (such as but not limited to change in the date, time, time extension, etc.) or cancellation of any Event:

• Free Events:
  • Modification: Sala will communicate any modification of the Event and you shall be able to agree to the changes by attending to the modified Event.
  • Cancellation: No further actions besides the communication shall take place.
• Premium Events:
  • Modification: Sala will communicate the changes to the User who shall be able to agree to the changes or request a refund of the Fee in accordance to the refund policy applicable to the Event.
  • Cancellation: The Fee will be reimbursed in accordance with the applicable refund policy.

The User hereby acknowledges and understands that some Events may have not available or may have restrictions to the refund policies.

You hereby agree and accept that neither the modification or cancelation of an Event entitles you to any type of compensation or indemnification of any kind. Being, the reimbursement, where applicable, the only available remedy.

8. User’s devices and quality of the Events

To attend the Events, you will require a PC or mobile device with the following requirements [*]

The quality of the Event will depend on the device you use, your internet carrier, your internet speed and bandwidth and bandwidth of the Artist.

Sala reserves the right to modify any of the aforementioned requirements, from time to time, in accordance to these Terms.

In order to make the Users’ experience as good as possible Sala reserves the right, without need of prior notice to the User, to:

• Modify or discontinue, temporarily or permanently, functions of the Platform or
• Modify the quality of the streaming, during an Event, if it detects that the broadcasting is being affected by the Users’ non-compliance with the requirements and obligations under these Terms. Nonetheless, the User acknowledges and accepts that:
  • It is the User’s sole responsible to comply with the requirements indicated in these Terms, Sala’s policies and applicable Events’ terms and conditions and policies and to bear the costs of any of such requirements;
  • In no event Sala warrants the quality or resolution of the streaming of the Events;
  • Waives any claim against Sala which arises from by way of example, the quality or interruption, temporarily or permanently, of the Event or the Platform.

9. Use of the Platform

You shall only use the Platform in accordance with these Terms, any other terms and conditions and policies applicable to Sala and/or the Events and all applicable laws and regulations.

To use the Platform, you must register in Sala by creating a user account ("Account") and your profile. For such purposes Users shall provide certain information such as: email address, date of birth, sex, location, user ID and a unique password (“Data”). You guarantee and are responsible, in any case, for the truthfulness, accuracy, validity, authenticity and for the update of their Data. In no case Sala shall be responsible for the accuracy of the Users' Data.
If you have an account in Facebook, Google, Twitter, Spotify, or Apple Store, you will be able to create your Account and profile with the use of the credentials included therein.

To access your personal Account, you must enter your user ID and a password which must always be kept confidential. If you forget your password, please reset it by clicking on "I forgot my password" and following the steps indicated therein.

The Account is unique and non-transferable. It is prohibited for a User to register or have more than one Account. Sala reserves the right to cancel, suspend or disable the accounts, without prejudice to other legal measures that may be taken in case of breach to these obligations.

Sala cannot guarantee the identity of Users. Therefore, you are responsible for all transactions made in your account, and must notify Sala immediately, in a reliable manner, of any unauthorized use of the same, as well as any theft, disclosure or loss of your Platform access data. Sala watches over the protection of the User's data. However, it will not be responsible for any fraudulent use of the User Account by third parties, including misuse of their data associated with online payments.

Sala may, at any time, require some additional information or documentation in order to verify or corroborate the Data and may temporarily or permanently suspend those Users whose Data could not be confirmed.

Sala reserves the right to reject any application for registration or to cancel a previously accepted registration, without being obliged to communicate or explain the reasons for its decision and without this giving rise to any right to compensation or indemnification.
We may also restrict, suspend or terminate your Account and/or use of the Platform, if we reasonably believe that:

• Someone other than you is using your Account; or
• You are suspected or discovered to have been involved in any activity or conduct that is in breach of these Terms, our policies and guidelines, or involved in activity or conduct which we deem in our sole discretion to be an abuse of the Platform.

If you wish to delete your Account, please go to “update my profile”, scroll to the bottom of the page and click on “cancel my account”. A confirmation pop-up will arise, click “yes” if you wish to proceed.

10. User content

You are the sole responsible for the content (“User Content”) you post, transfer, transmit or upload in the Platform, either in the chat, your profile, surveys or in any other available means in the Platform.

Regarding the User Content you hereby represent and warrant that:

• You are entitled to post or use it;
• It does not breach your obligations arising from the Terms and any other terms and conditions or policies applicable to your use of the Platform and the attendance to Events, any applicable law, included but not limited to IP law or any third-party rights;
• It is not subject to confidentiality obligations.

You retain the right over the User Content. However, you hereby grant Sala a non-exclusive, transferable, sub-licensable, royalty-free, perpetual, irrevocable, fully paid, worldwide license to

• Reproduce, use, distribute your User Content to any party without limitation in accordance to the law;
• Delete or edit any User Content if at its sole discretion Sala deems it may breach any law or third-party right.

You shall indemnify and hold Sala harmless from and against all claims and damages arising from any claim brought by a third party against Sala due to your User Content.

11. Payment Method

You can choose to pay the Fee by using any of the different payment methods offered on the Platform including:

• PayPal
• Square
• Such other payment methods we offer from time to time.

We reserve the right to offer additional payment methods and/or remove existing payment methods at any time, in our sole discretion. If you choose to pay using an online payment method, the payment shall be processed by our third-party payment service provider(s). With your consent, your credit card / payment information will be stored with our third-party payment service provider(s) for future orders. Sala does not store your credit card or payment information.

You must ensure that you have sufficient funds on your credit and debit card to fulfill payment of the Fee.

12. Use restrictions

You may not use the Platform: (i) in violation of any applicable law or regulation, (ii) in a manner that infringes the copyright, industrial property, trade secret or other intellectual property rights of third-parties or in a manner that violates the privacy, publicity or any third party’s rights, or (iii) in a manner that is defamatory, obscene, threatening or abusive.

13. Marketing and promotional activity

Sala, from time to time, may launch marketing and promotional activities either by itself or through third parties. Should that be the case, specific terms and conditions may apply. Nonetheless, in no event shall Sala be liable for any marketing or promotional activity of any third party (including, but not limiting, the Artists).

14. Intellectual property rights

Any materials, content, trademarks, logos, images, photographs, videos, audio, service marks, software, license, code, artwork, HTML code, source code, including these Terms as displayed on the Platform or in our marketing material, whether registered or unregistered, are the intellectual property of Sala and/or third parties who have authorized us with the use (collectively the “Intellectual Property”). You may not use, copy, display, reproduce, republish, download, upload, post, transmit, distribute, modify, edit, create derivative works, reverse engineer, decompile, script, or disassemble the Intellectual Property in any way without our prior express written consent.

15. Link to third-party websites

The Platform may contain links to other third-party websites and by clicking on these links, you agree to do so at your own risk. Sala does not control or endorse these third-party websites or links and shall not be responsible for the content of these linked pages. Sala accepts no liability or responsibility for any loss or damage which may be suffered by you in relation to your access and use of these third-party links and websites.

16.Termination

Sala is entitled to terminate, suspend or delete your Account and access to the Platform or Events, for any reason, including, without limitation, if Sala, in its sole discretion, considers your use to be unacceptable, or in the event of any breach by you of the Terms. Sala may, but shall be under no obligation to, provide you a warning prior to the termination, suspension or deletion.

Should Sala terminate, suspend or delete your Account due to the above, the creation of a new Account will be forbidden.

17. Disclaimer of warranties

You understand and agree that the content on the Platform and the Events are provided on an “as is” and “as available” basis with no implied or express warranty or condition. Therefore, your use and reliance upon the Platform and its content or the Events are obtained at your sole risk and discretion. Sala cannot and does not warrant the Platform or the Events broadcasting are provided free of errors, in a manner, timely, secure, uninterrupted, free of technical difficulties, defects, bug-free, viruses or malware. Please expect temporary interruptions of the Platform due to scheduled or regular system maintenance work, downtimes attributable to internet or electronic communications or events of force majeure. WE ARE NOT RESPONSIBLE FOR THE ACTIONS OR INFORMATION OF THIRD PARTIES, AND YOU RELEASE US FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.

18. Limitation of Liability

To the extent permitted by law, Sala (which shall include its employees, directors, agents, representatives, affiliates and parent companies) excludes all liability (whether arising in contract, in negligence or otherwise) for loss or damage which you or any third party may incur in connection with our Platform, the Events, and any website linked to our Platform and any content or material posted on it. Your exclusive remedy with respect to your use of the Platform is to discontinue your use of the Platform. Sala, their agents, representatives, and service providers shall not be liable for any indirect, special, incidental, consequential, or exemplary damages arising from your use of the Platform or for any other claim related in any way to your use of the Platform. These exclusions for indirect, special, consequential, and exemplary damages include, without limitation, damages for lost profits, lost data, loss of goodwill, work stoppage, work stoppage, computer failure, or malfunction, or any other commercial damages or losses, even if Sala, their agents, representatives, and service providers have been advised of the possibility thereof and regardless of the legal or equitable theory upon which the claim is based. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, Sala, its entities, its agents, representatives and service providers' liability shall be limited to the extent permitted by law.

In no event and under no circumstance shall Sala be liable to you for any indirect, special, incidental, consequential or, exemplary damages, including, without limitation, damages for lost profits, lost data, loss of goodwill, work stoppage, work stoppage, computer failure, or malfunction, or any other commercial damages or losses, even if Sala has been advised of the possibility of such damages, whether arising from acts of God or force majeure.

To the extent permitted by law, Sala’s aggregate liability in connection with these Terms or the use of the Platform in no event will exceed the greatest amount of:

• The Fees paid by you during the past 12 months;
• USD 50.

19. Export controls

Sala is subject to United States import and export control laws and regulations and other similar in other jurisdictions. You declare and agree that: (i) you are not located in any country to which the United States has embargoed, debarred or restricted, defined as “terrorist sponsoring”, or applied economic sanctions; (ii) shall strictly comply with all import, export, re-export control laws and regulations; (ii) not disclose or otherwise, directly or indirectly, sell, export, re-export, transfer, transmit, etc., of the streaming license or any software, products, technology, etc. accessed using the Platform.

20. Assignment

Sala shall be authorized to assign any of its rights, interests or obligations hereunder to any party by notifying such assignment to the User. You may not assign your rights, interests or obligations arising from these Terms.

21. Notification of changes

Sala may change, update or review these Terms at any moment and shall make commercially reasonable efforts to notify you 5 days before it makes such changes. All modified terms shall be effective within a 5-day period after its post in the Platform. However, you accept and agree that your use of the Platform after the post of the changes, shall be deemed as a waiver to the notice period and as an acceptance to the changes. If you do not agree to the changes, you may require the cancellation of your Account as provided in these Terms.

22. Severability

If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any provision in these Terms shall be deemed a further or continuing waiver of such provision or any other provision.

23. Indemnification

You agree to indemnify, defend, hold harmless Sala, its directors, officers, employees, representatives, agents, and affiliates, from any and all third party claims, liability, damages and/or costs (including but not limited to, legal fees) arising from your use of the Platform or your breach of these Terms.

24. Entire agreement

These Terms along with the Privacy Policy and any policy referenced herein or additional documents provided from time to time by Sala shall constitute the entire agreement between you and Sala regarding the subject hereof.

25. Applicable Law and Jurisdiction

These Terms and the use of the Platform and any controversy, claim or dispute arising out or in connection with them, shall be governed and interpreted under the laws of California, United States of America, without regard to the choice or conflicts of law principles.

IF YOU ARE A US RESIDENT, YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:

Additionally, the Federal Arbitration Act applies.

Sala and you agree and accept that any controversy, dispute or claim arising under, out of or relating to these Terms Terms, an Event, the use of the Platform or your relationship with us, including, without limitation, the Terms formation, validity, binding effect, interpretation, performance, breach, default or termination, as well as non-contractual claims (“Dispute”), shall, prior to initiating an arbitrating procedure or another procedure, where applicable, provide notice and description of the dispute to the other party (to Sala by sending a letter to the attention of Alejandro Linares Villegas at: [email protected]) in order to attempt to reach a just and equitable settlement by confidential, good faith and mutual understanding negotiation between persons who have complete authority to settle the Dispute (“Negotiation”).

In the event of any Dispute not settled under the Negotiation in a 30-day term from the notification, indicated above, the dispute shall be resolved by mandatory and binding arbitration instead than in a court. The latter does not for the cases of small claims which shall be brought in a US small court.

The arbitration shall be conducted by the American Arbitration Association (AAA) under its rules in force at the moment of the arbitration, including the AAA's Supplementary Procedures for Consumer-Related Disputes. More information about this can be found at www.adr.org. Arbitration fees apply which, if you cannot afford, will be reimbursed by us to you if your claim is for less than USD 10.000 unless Sala prevails. Sala will not reimburse any fees for complaints of more than USD 10.000.

The arbitration will be held in the US county where you live in California, or any place we may mutually agree. A single arbitrator shall be appointed. The arbitrator shall issue a written decision explaining the reasoning, findings and conclusions on which the award is based. Any arbitration award shall be final and binding upon the parties and may be enforced (such as through a judgement) in any court with jurisdiction.

Notwithstanding any other statute of limitations any Dispute must be filed in small claims court or noticed for arbitration within 12 months from the first moment it could be filed, or such Dispute will be permanently barred.

All information, documents, offers, proceedings and communications between you and Sala in the context of Negotiations, small court claims and arbitration shall be done and kept in strict confidentiality and shall under no circumstance be disclosed or used for any purpose other than for purposes of the parties’ Negotiations, small court claims, arbitration or the enforcement of the arbitral award.

26. Class Action Waiver

You and Sala agree that any claim against each other shall be brought individually and in no case as a plaintiff or class member or in some way participating, in any class or representative action,

27. Contact Us

If you have any questions regarding these Terms or the use of the Platform. please contact us through the chat available on our Platform or by emailing us at [email protected].